The Mission Group Regulatory News (TMG)

25 Feb 2008 14:30

Thistle Mining Inc.25 February 2008 Completion of Sale of President Steyn Gold Mine Toronto, February 25, 2008: Thistle Mining Inc. ("Thistle" or the "Company")(AIM: TMG) announced today that the sale of Thistle's direct and indirectinterests in President Steyn Gold Mines (Free State) (Pty) Ltd to Pamodzi GoldLimited ("Pamodzi") (JSE:PZG) under the terms of a Sale of Shares and ClaimsAgreement dated October 29, 2007, as amended ("SSCA") and previously announcedby the Company, has been completed. The consideration payable by Pamodzi after adjustments is ZAR232.8 million(approximately US$ 29.8 million at an exchange rate of ZAR 7.80 to the US$) (the"Purchase Consideration"). The Purchase Consideration will be satisfied throughthe payment of (i) ZAR 3.5 million in cash; (ii) ZAR92.9 million in the form of9,767,558 Pamodzi shares issued at a ZAR9.51 per share (a 10% discount to thevolume weighted average traded price over the 30 trading days prior to February21, 2008); and (iii) ZAR 136.4 million as a loan receivable ("Loan") from ClidetNo 776 (Pty) Ltd ("Clidet"), a wholly owned subsidiary of Pamodzi ResourcesLimited, and a "B" ordinary share of Clidet. Under the terms of the Subscription Agreement dated October 29, 2007, asamended, between Pamodzi Resources Limited and Clidet, Clidet will acquire9,259,927 ordinary shares in Pamodzi ("Underlying Pamodzi Gold Shares") for anaggregate amount of ZAR 136.4 million at a subscription price of ZAR14.729 pershare. The Pamodzi share price closed at ZAR10.40 per share on 22 February 2008.In terms of the Loan and Subscription Agreement dated February 04, 2008, asamended, between Thistle, Pamodzi Resources Limited and Clidet (the "Loan andSubscription Agreement"), on or after May 31, 2009 (or in limited circumstances,prior thereto), Thistle will be entitled to repayment of the Loan includinginterest calculated at 12% per annum ("Loan Settlement Amount"); provided,however, that in circumstances where the Loan Settlement Amount is greater thanthe value of the Underlying Pamodzi Gold Shares, Thistle's entitlement to suchrepayment will be limited to the value of (or proceeds of) the UnderlyingPamodzi Gold Shares. Thistle is entitled, as the holder of a "B" ordinary shareof Clidet, to a distribution of 80% of the amount by which the value (orproceeds) of the Underlying Pamodzi Gold Shares exceeds the Loan SettlementAmount. As security for the performance by Thistle of its, and certain of itssubsidiaries', obligations under the SSCA, including in respect of thewarranties provided by it, Thistle has entered into a cession agreement datedOctober 29, 2007 under which it has ceded and assigned to Pamodzi, by way of asecurity cession, all of Thistle's rights and interests under the Loan andSubscription Agreement. Similarly, as security for the performance by Clidet ofits obligations under the Loan and Subscription Agreement and the othertransaction agreements (as applicable), Clidet has entered into a pledgeagreement dated October 29, 2007 under which it has ceded and pledged toThistle, by way of a security pledge, all of its rights, title and interest inand to the Underlying Pamodzi Gold Shares. For further information, contact: Anton Kakavelakis, Chief Financial Officer + 27 57 391 9026 or email toinfo@disselgroup.com Gerry Beaney or Troy MacDonald, 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 the Companyassumes 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