The Mission Group Regulatory News (TMG)

13 Mar 2007 10:56

Thistle Mining Inc.13 March 2007 THISTLE MINING INC. Thistle Announces Amendment to Transaction with CGA Mining Limited Regarding Thistle's Masbate Gold Project Toronto, March 13, 2007: Thistle Mining Inc ("Thistle") (AIM:TMG) announcedtoday that it has agreed with CGA Mining Limited (formerly Central Asia GoldLimited) ("CGA") (ASX: CGX and TSX:CGA) to amend the terms of the agreementdated January 31, 2007 (the "Original SPA") pursuant to which CGA, through awholly-owned subsidiary of CGA (the "Purchaser"), agreed to purchase 100% of theshares of Philippine Gold Ltd, a wholly-owned subsidiary of Thistle, andThistle's other interests in the Masbate gold project (the "Transaction")subject to the terms and conditions set out in the Original SPA. Pursuant to the Original SPA, the consideration payable by the Purchaser is, inaggregate, US$51 million (the "Purchase Consideration") of which US$21 millionis payable in ordinary shares of CGA (the "CGA Shares"). The issue price of theCGA Shares was to be based on the lesser of A$0.65 per share and the volumeweighted average price at which the CGA Shares were traded on the AustralianStock Exchange (the "ASX") in the 10 consecutive trading days ("10 Day VWAP")immediately prior to the completion date of the Transaction ("Completion Date").As a result of the recent market volatility, Thistle and CGA have agreed toamend the Original SPA to provide that the issue price of the CGA Shares will befixed at A$0.65 per CGA Share (the "Revised Formula"), which could be higher orlower than the market price of the CGA Shares on the ASX at the Completion Date.It is expected that all other terms and conditions of the Original SPA,including the Purchase Consideration, will remain unchanged. As at the close ofbusiness in Australia on March 12, 2007, the 10 Day VWAP for the CGA Shares wasA$0.6237 which, under the formula contained in the Original SPA, would haveresulted in Thistle receiving 42,973,878 CGA Shares worth US $21.00 million(based on a conversion rate for the A$ to the United States dollar of US$0.7835)if the Completion Date were March 13, 2007. Under the Revised Formula, Thistlewould have received 41,235,089 CGA Shares worth US $20.15 million. A meeting of Thistle's shareholders to consider the Transaction is scheduled forMarch 16, 2007 (the "Meeting"). Thistle shareholders will be asked to approvethe Original SPA, as amended, which approval will be conditional upon the 10 DayVWAP of the CGA Shares being not less than A$0.60 per share in the 10consecutive trading days immediately prior to the completion date of theTransaction. The Board of Directors of Thistle continues to recommend thatThistle shareholders vote in favour of the Transaction. In the event that theVWAP falls below A$0.60 per share the Board of Directors will review theCompany's position and will consider whether or not it is in the best interestsof the Company to proceed with the transaction in accordance with any approvalgranted by Thistle shareholders at the Meeting and all rules and regulationsapplicable to the Company. A notice of the Meeting and a circular containing additional details withrespect to the Transaction were mailed to Thistle shareholders in mid-February(the "Meeting Materials"). The Meeting Materials noted the proxy cut-off timefor voting at the Meeting as 48 hours prior to the Meeting; however, as a resultof the foregoing amendment to the Original SPA, Thistle has agreed to extend thecut-off time to 9:00 a.m. (Toronto time) on March 16, 2007, the day of theMeeting. Thistle shareholders are reminded that, if they have already submitteda proxy and wish to change the instructions provided therein, a new proxy can besubmitted to CIBC Mellon Trust Company ("CIBC Mellon") in accordance with theinstructions provided in the form of proxy. Blank proxies are available onThistle's SEDAR filing page at www.SEDAR.com. If submitting a revised proxy,Thistle shareholders should ensure that they clearly write their name as itappears on Thistle's registered list of shareholders on the form of proxy. IfThistle shareholders have already submitted a proxy and do not wish to changethe instructions provided therein, no further action is required. Thistleshareholders are also reminded that proxies can be submitted by fax to Thistle'stransfer agent, CIBC Mellon, at fax 416-368-2502. A meeting of the shareholders of CGA to consider the Transaction is scheduledfor March 16, 2007 in Australia. Assuming the shareholders of each of CGA andThistle approve the Transaction and all other conditions to the completion aresatisfied or waived, Thistle expects that the Transaction will be completed byMarch 30, 2007. For further information, contact: • Andy Graetz, Chief Financial Officer at + 27 82 929 5562 or email to agraetz@disselgroup.com; or • Gerry Beaney, Grant Thornton Corporate Finance at +44 (0) 207 383 5100. Forward Looking Information: This press release may contain or refer toforward-looking information based on current expectations. Forward-lookingstatements are subject to significant risks and uncertainties, and other factorsthat could cause actual results to differ materially from expected results.These forward-looking statements are made as of the date hereof and Thistleassumes no responsibility to update or revise them to reflect new events orcircumstances. This information is provided by RNS The company news service from the London Stock Exchange