The Mission Group Regulatory News (TMG)

1 Jul 2005 09:36

Thistle Mining Inc.01 July 2005 THISTLE MINING INC ("Thistle" or the "Company") Thistle completes Companies' Creditors Arrangement Act ("CCAA") restructuringand moves forward with new board of directors The Company today announces that following the grant by the Yukon Supreme Courtof an order for reorganisation, the Yukon Registrar of Corporations has nowissued a certificate of reorganisation. As a consequence, Thistle's Plan of Compromise and Reorganisation (the "Plan")has now been implemented with effect from 30 June 2005. Consolidation of pre-existing common shares and Issue of new common shares As a result of the completion of the restructuring, each of the pre-existingcommon shares of the Company will be cancelled from trading on AIM andapplication has been made for the consolidated and new common shares issuedunder the Plan to be admitted to trading on AIM. Cancellation of thepre-existing common shares and admission of the consolidated and new commonshares to trading on AIM is expected to take effect from 8.00 am on 6 July 2005. In total, 43,844,457 new common shares have been issued to creditors under thePlan, and the pre-existing common shares have been consolidated into 2,307,603common shares. The total share capital of the Company following implementationof the Plan is divided as follows: (a) 16,153,221 new common shares to MC Resources Limited (a wholly owned,indirect subsidiary of Meridian Capital Limited) - representing 35 per cent. ofthe issued share capital of the Company; (b) 16,153,221 new common shares to Casten Holdings Limited (a whollyowned, direct or indirect subsidiary of Waterford Finance and InvestmentLimited) - representing 35 per cent. of the issued share capital of the Company; (c) 11,538,015 new common shares to the Noteholders, in consideration forall Noteholder claims being extinguished - representing 25 per cent. of theissued share capital of the Company; and (d) 2,307,603 consolidated common shares to the pre-existingshareholders, in substitution for their pre-existing common shares at a ratio of1 consolidated common share for each 200 pre-existing common shares -representing 5 per cent. of the issued share capital of the Company. Significant Shareholders Following implementation of the Plan, the following shareholders hold 3% or moreof the common shares of Thistle: Name Number of Common Shares % of share capitalMC Resources Limited 16,153,221 35%Casten Holdings Limited 16,153,221 35%BNY (CCS) Nominees Limited 2,321,532 5%Brown Brothers Harriman & Co 2,032,269 4.4% Appointment of Directors On completion of the Plan, each of the existing Directors of Thistle ceased tohold office, save for Lord Lang who is to remain on the board. The Plan provided for the appointment by the Sanction Order of the following asdirectors of Thistle on the Plan Implementation Date: (a) Ian Lang, The Right Honourable Lord Lang of Monkton; (b) Askar Dostiyarov; (c) Yury Shafranik; (d) Alexey Kruzhkov; (e) Barry Goldberg; and (f) Jeffery Barnes. Brief Biographies of the Directors Ian Bruce Lang, The Right Honourable Lord Lang of Monkton. Lord Lang wasPresident of the Board of Trade and Secretary of State for Trade and Industry inthe British Cabinet from 1995 to 1997 and Secretary of State for Scotland from1990 to 1995. He is currently on the boards of several publicly listed andprivate companies involved in finance and industry. He became Chairman ofThistle in 1998. Askar Dostiyarov. Mr. Dostiyarov is currently Executive Director of MeridianCapital Limited. Prior to joining Meridian Capital Limited in April 2003, heheld various managerial positions at Kazkommerts Group in Kazakhstan where hewas responsible for corporate finance activities, including all major merger andacquisition transactions, and for monitoring the existing investments ofKazkommerts Group. Before joining Kazkommerts Group, Mr. Dostiyarov worked withDeloitte & Touche and Morgan Stanley Dean Witter. Mr. Dostiyarov holds an MBAin Finance from George Washington University and an MA in Economics from KazakhState National University. Yury Shafranik. Mr. Shafranik has been Chairman of Interstate Oil Company since2000, the main shareholders of which include the governments of the RussianFederation and Belarus and the RF Central Bank. From 1997 to 2000, he heldsenior positions with Central Fuel Company, the largest operator of productionand marketing oil derivatives in the Moscow region. From 1980 to 1997, he heldvarious positions at "Urievneft", which was formed to develop oil and gasdiscoveries in Russia's Langepass region. From 1974 to 1980, Mr. Shafranik heldvarious positions with the Soviet Union's largest oil production association, "Nizhnevartovskneftegaz". Mr. Shafranik has held various Russian Federationgovernment offices, including Senator, Minister of Fuel and Energy and Governorof the Tyumen region. He currently is on the boards of several companies andother entities in the oil industry. Mr. Shafranik graduated from twodepartments of the Tyumen Industrial Institute, acquiring engineeringspecialities in automatics and telemechanics and in technology and complexmechanization of oil and gas field development. Alexey Kruzhkov. Mr. Kruzhkov is currently the Executive Director/Finance ofLondon-based Waterford Finance and Investment Limited, where he is responsiblefor financial performance of the company, financial reporting and control,audit, new contract negotiations and project financings. Prior to joiningWaterford in 2003, Mr. Kruzhkov held management positions at companiesaffiliated with Waterford where he was responsible for operations and financeactivities, including Oxoil Ltd., SINCO (Siberian Oil Company) and Wisewood Ltd.Throughout his career, Mr. Kruzhkov has been involved with a number of oil andgas related projects, working for companies involved in a wide range ofactivities from production of oil to oil derivatives trading. Mr. Kruzhkovholds an MBA from Tulane University and an MSc in Engineering from Moscow PowerEngineering University. Barry Goldberg. Mr. Goldberg became a principal of Genuity Capital Markets inJanuary 2005 where he has continued his prominent role as a leading advisor inCanada's largest corporate restructuring situations representing stakeholders'interests in the negotiation, development and implementation of financialrestructuring and recapitalization strategies. Mr. Goldberg has extensivepublic company advisory experience having participated in Canada's mostsignificant public company restructurings. Prior to joining Genuity CapitalMarkets, from 1998 to 2005 Mr. Goldberg was a Managing Director at BMO NesbittBurns where he was the Head of Restructuring. From 1996 to 1998, Mr. Goldbergwas a partner at the law firm Heenan Blaikie. From 1990 to 1996 he was apartner at the law firm Osler Hoskin and Harcourt. Mr. Goldberg has anundergraduate degree, a Bachelor of Civil Law, and a Bachelor of Common Law fromMcGill University. He is a member of the Ontario Bar. Jeffery Barnes. Mr. Barnes is currently the Chair of Fraser Milner CasgrainLLP, a business law firm with offices in six Canadian cities and New York andthe Managing Partner of the New York office of the firm. Mr. Barnes has been apartner of Fraser Milner Casgrain LLP since 1990. Mr. Barnes has served on theboards of both public and private companies and has been director of EasterSeals of Ontario since 2002, a National Council Member of Easter Seals March ofDimes since 2003 and its vice-chair since 2004. He is a frequent speaker onmergers and acquisitions, corporate finance, privatizations and corporategovernance. Mr. Barnes earned an LL.B. and a Juris Doctor from the Universityof Toronto and was called to the Ontario Bar in 1976. Matters required under Schedule 2(f) of the AIM Rules in respect of appointmentof directors: Full name: Askar Dostiyarov Age: 29 Names of current and past directorships / partnerships in the past five years Current Past JSC Kazakhtelecom JSC KarakudukmunaiMeridian Capital Limited Full name: Yury Konstantinovich Shafranik Age: 53 Names of current and past directorships / partnerships in the past five years Current Past First Calgary Petroleums Limited OAO Central Fuel CompanyMGNK Souyzneftegas Full name: Alexey Kruzhkov Age: 38 Names of current and past directorships / partnerships in the past five years Current Past Waterford Finance and Investment Limited NONEWaterford Services LtdOxoil Limited Full name: Barry Goldberg Age: 48 Names of current and past directorships / partnerships in the past five years Current Past BIG Capital Corporation NONESRA Holdings Corporation Full name: Jeffery Alan Barnes Age: 53 Names of current and past directorships / partnerships in the past five years Current Past Fraser Milner Casgrain LLP (Partner) Ghaznavi Canada Inc.Denbry Real Estate Consultants Ltd. Tubular Textile Machinery LimitedTayrock Capital Corporation Consumers Packaging Inc.Metrotile Canada LimitedEaster Seals of Ontario Mr Barnes was a director of Consumers Packaging Inc. which was grantedprotection from its creditors under the CCAA from May 2001 until his resignationas a director in April 2002. According to a press release dated 30 April 2002,Consumers Packaging Inc. filed an assignment in bankruptcy after virtually allof its Canadian and overseas assets were sold and all of the claims of itssecured creditors were settled. There are no other matters to be disclosed under Schedule 2(f) (iii) - (viii) ofthe AIM Rules for any of the new directors. For further information, contact Paul Marchand, Company Secretary, +44 207 494-6060. All definitions used in this announcement are as set out in the Plan unlessotherwise defined. This information is provided by RNS The company news service from the London Stock Exchange