The Mission Group Regulatory News (TMG)

3 Sep 2007 16:30

Thistle Mining Inc.03 September 2007 THISTLE MINING INC. Thistle announces the acceptance of an indicative non binding offer for its interests in the President Steyn Gold Mine Toronto, September 3, 2007: Thistle Mining Inc. ("Thistle" or the "Company")(AIM: TMG) wishes to announce that on August 30 it received an indicativenon-binding offer from Pamodzi Gold Limited ("Pamodzi") (JSE: PZG) for thepurchase of all of the direct and/or indirect interests in President Steyn GoldMines (Free State) (Proprietary) Limited ("President Steyn"). On September 3,2007 (the "Acceptance Date"), Thistle notified Pamodzi of its acceptance of theterms of the indicative non-binding offer. Pamodzi is a South African gold mining company that is controlled by PamodziResources (Pty) Limited, a South African black owned resources company ("PamodziResources"). Pamodzi owns established mining operations in both the western andeastern parts of the Witwatersrand. In the west, Pamodzi owns the Middelvleimine, an open cast operation currently in ramp-up stage. In the east, theinterest consists of a group of operating mines namely Grootvlei, Cons Modderand Nigel. Pamodzi is also in discussions to acquire Harmony's Orkney mines. Thestated objective of the company is to be a 1,000,000 oz per annum producer inthe short to medium term. The acquisition of President Steyn will secure forPamodzi a foothold in the Free State goldfields of South Africa and contributetowards the realization of its stated objective. Pamodzi is in a good positionto secure the capital needed to develop President Steyn's Golden Triangleproject and explore its Eldorado reefs thus securing a sound future for theemployees of President Steyn. Under the terms of the indicative non binding offer the purchase considerationfor all the direct and/or indirect interests in President Steyn payable toThistle (on its behalf and on behalf of all other holders of such interests)will be ZAR300 million (Three Hundred Million South African Rands)(approximately U.S.$ 41.0 million (Forty one Million United States Dollars) atan exchange rate of ZAR 7.25 to the U.S.$) which will be allocated as to ZAR100(One Hundred South African Rands) in respect of the entire issued share capitalof President Steyn, or Thistle's South African holding companies, DisselHoldings SA (Proprietary) Limited or Mindserv (Proprietary) Limited, asapplicable, and the remainder to all claims on loan account held against suchcompany and all of its subsidiaries by Thistle and all of its other subsidiaries(the "Purchase Consideration"). The Purchase Consideration is to be satisfied through the payment on completionof ZAR 150.0 million (One Hundred and Fifty Million South African Rands) in cashand ZAR 150.0 million (One Hundred and Fifty Million South African Rands) to bepaid in convertible interest bearing debt securities (the "Pamodzi SPVSecurities") issued by a special purpose vehicle wholly owned by PamodziResources which will acquire a specified number of ordinary shares in Pamodzi(the "Pamodzi Gold Shares") for an amount of ZAR 150.0 million (One Hundred andFifty Million South African Rands). On or after May 31, 2009 (or in limited circumstances, prior thereto), Thistlewill be entitled to repayment of the outstanding debt including interesttogether with an agreed percentage of any increase in the value of the PamodziGold Shares which will be settled by way of a transfer of Pamodzi Gold Shares toThistle or out of the proceeds of sale of the Pamodzi Gold Shares. Pamodzi and Thistle have agreed to negotiate and deal exclusively with eachother in good faith until November 30, 2007, subject to early termination ofsuch exclusivity in certain limited circumstances. In return for this grant ofexclusivity, Pamodzi has agreed to pay to Thistle an exclusivity fee of ZAR3.5million (Three Million Five Hundred Thousand South African Rands). Pamodzi hasalso agreed to pay a break fee of ZAR3.5 million (Three Million Five HundredThousand Rands) to Thistle in certain limited circumstances. Although Pamodzi and Thistle are confident that they will be able to concluderequired transaction agreements and secure regulatory approval within a threemonth period there can however be no assurance that these discussions willresult in a transaction. Should negotiations proceed as planned, it is envisaged that a meeting of theCompany's shareholders to consider the proposed sale of President Steyn willtake place during late October or November 2007 in Toronto. A meeting of Pamodzishareholders, as required, will be held in Johannesburg at or about the time ofthe meeting of the Company's shareholders to consider the proposed sale ofPresident Steyn. For further information, contact: Anton Kakavelakis, Group Financial Controller + 27 57 391 9026 or email toinfo@disselgroup.com Gerry Beaney, Maureen Tai 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