The Mission Group Regulatory News (TMG)

19 Mar 2007 08:00

Thistle Mining Inc.19 March 2007 THISTLE MINING INC. Thistle Announces Results of General Meeting Toronto, March 19 2007: Thistle Mining Inc ("Thistle") (AIM:TMG) is pleased toannounce that at a special meeting held on March 16, 2007 the shareholders ofThistle approved the acquisition of 100% of the shares of Philippine Gold Ltd, awholly-owned subsidiary of Thistle, and Thistle's other interests in the Masbategold project by CGA Mining Limited ("CGA") (ASX: CGX) (the "Transaction")subject to the terms and conditions set out in the original agreement datedJanuary 31, 2007 and as amended on March 15, 2007 ("SPA"). A total of 70.9% and0.2% of Thistle shareholders voted for and against the share resolutionrespectively. On March 16, 2007 CGA shareholders also approved this transaction. Pursuant to the 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 is fixed at A$0.65 per CGA Share, provided that the volume weightedaverage price ("VWAP") of the CGA Shares is not less than A$0.60 per share inthe 10 consecutive trading days immediately prior to the completion date of theTransaction. The transaction is expected to close later today. As at the close of business in Australia on March 16, 2007, the 10 Day VWAP forthe CGA Shares was approximately A$0.6183 and the exchange rate was A$0.7882 perUS $. Assuming that the transaction is completed later today, under the pricingformula Thistle will receive 40,985,538 CGA Shares worth $20.7 million using theclosing price of CGA shares on Friday March 16, 2007. This represents anapproximate 25.4% interest in CGA. Lord Lang of Monkton , Thistle's Chairman , said, "We are pleased with theapproval from shareholders which will allow us to complete the transaction withCGA. The transaction is accretive to Thistle shareholders and will enable us topay back some $27 million of debt to our creditors and strengthen our balancesheet. We can also now focus on returning the President Steyn Gold Mine in SouthAfrica to sustained profitability and apply our minds to restructuring thebalance sheet. " 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. This news release contains forward-looking statements with the meaning ofapplicable securities laws relating to the Company's objectives, strategies toachieve these objectives, future cash flow and financing requirements, andsimilar statements concerning anticipated future events, results, circumstances,performance or expectations that are not historical facts. Such forward-lookingstatements reflect the Company's current beliefs and are based on informationcurrently available to management. These statements are not guarantees offuture performance and are based on the Company's estimates and assumptions thatare subject to risk and uncertainties inherent in the business of the Companyincluding those discussed in the Company's materials filed with the Canadiansecurities regulatory authorities from time to time, which could cause theactual results and performance of the Company to differ materially from theforward-looking statements contained in this news release. Those risks anduncertainties include, among other things, risks related to: the mining industry(including operational risks in exploration development and production; delaysor changes in plans with respect to exploration or development projects orcapital expenditures; the uncertainties involved in the discovery anddelineation of mineral deposits, resources or reserves; the uncertainty ofmineral resource and mineral reserve estimates and the ability to economicallyexploit mineral resources and mineral reserves; the uncertainty of estimates andprojections in relation to production, costs and expenses; the uncertaintysurrounding the ability of the Company to obtain all permits, consents andauthorizations required for its operations and activities; competition for theacquisition, exploration and development of mineral interests; and health andsafety and environmental risks), the risk of gold and other commodity price andforeign exchange rate fluctuations; the ability of the Company to fund thecapital and operating expenses necessary to achieve the business objectives ofthe Company; the uncertainty associated with commercial negotiations andnegotiating with foreign governments; the risks associated with internationalbusiness activities; the dependence on key personnel; the ability to accesscapital markets; the indebtedness of the Company; and labor relations matters.Material factors or assumptions that were applied in drawing a conclusion ormaking an estimate set out in the forward-looking statements include that thegeneral economy remains stable, the demand and price of gold continues toincrease and the Rand remains strong against the US$. It is also assumed thatthere will be no major disruptions in production including failure ofinfrastructure, seismic activity, underground fires and labor unrest. TheCompany cautions that this list of factors is not exhaustive. Although theforward-looking statements contained in this news release are based upon whatthe Company believes are reasonable assumptions, there can be no assurance thatactual results will be consistent with these forward-looking statements. Allforward-looking statements in this news release are qualified by thesecautionary statements. These forward-looking statements are made as of the datehereof and the Company, except as required by applicable law, assumes noobligation to update or revise them to reflect new information or the occurrenceof future events or circumstances. This information is provided by RNS The company news service from the London Stock Exchange