The Mission Group Regulatory News (TMG)

11 Jan 2008 17:00

Thistle Mining Inc.11 January 2008 Update on proposed sale of the President Steyn Gold Mine Toronto, January 11, 2007: Thistle Mining Inc. ("Thistle" or the "Company")(AIM: TMG) announced today that it has signed an addendum to the Sale of Sharesand Claims Agreement (the "SSCA") concluded on October 29, 2007, as referred toin the announcement dated November 1, 2007, to extend the date by which theconditions precedent set out in the SSCA must be completed from February 1, 2008to February 29, 2008 (the "Long Stop Date"). The amendment is required as aresult of the delay in completing the sale of Thistle's direct and indirectinterests in President Steyn Gold Mines (Free State) (Pty) Ltd ("PSGM") toPamodzi Gold Limited ("Pamodzi") (JSE:PZG) (the "Sale Transaction"), which wasreferred to in the announcement dated December 13, 2007. Assuming theshareholders of Pamodzi approve the Sale Transaction and all other conditionsprecedent to completion are satisfied or waived, Thistle now expects that theSale Transaction will be completed in February 2008 (the "Completion Date"). As indicated in the announcement dated December 13, 2007, it appears thatPamodzi may only commence a placement of its shares in mid-February 2008 (the "Pamodzi Placement"). The placement is required to fund the intended cashconsideration of ZAR 100 million (One Hundred Million South African Rands) dueunder the SSCA (the "Intended Cash Consideration"). Under the SSCA, if suchplacement is not concluded on or prior to the Completion Date, Pamodzi willallot and issue Pamodzi shares to Thistle (the "Consideration Shares") inrespect of the Intended Cash Consideration, subject to certain adjustmentsspecified in the SSCA. The price at which the Consideration Shares are issued (the "Issue Price") wasoriginally agreed to be determined based on a discount of 10% to the volumeweighted average traded price of Pamodzi shares on the Johannesburg StockExchange (the "JSE") over the 30 trading days prior to December 1, 2007 (whichwould have resulted in a price of ZAR13.86 per Pamodzi share). Due to the delayin completing the Sale Transaction, Pamodzi has agreed to change the Issue Priceto the lower of: (S) the price per Pamodzi share used by Pamodzi in support of thePamodzi Placement; or (S) the price determined on the basis of a discount of 10% to the volumeweighted average traded price of Pamodzi Shares on the JSE over the 30 tradingdays prior to the Completion Date, subject to certain adjustments specified inthe SSCA. Under the terms of the SSCA, Pamodzi has undertaken as part of the PamodziPlacement to use its best endeavours to place any Consideration Shares withinvestors in order to provide Thistle with net placement proceeds or anaggregate sale price in respect of those shares of not less than the IntendedCash Consideration. Pamodzi had agreed that if it withdrew from the Sale Transaction, it would pay abreak fee of ZAR5 million (Five Million South African Rands) to Thistle, subjectto certain limited conditions. The break fee has now been increased to ZAR16million (Sixteen Million South African Rands) which Pamodzi has agreed to pay toThistle if the transaction fails in certain circumstances other than for reasonsof a regulatory nature. 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) 207383 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