AGM Results and Disposal

13 Dec 2007 18:30

Thistle Mining Inc.13 December 2007 Results of Annual and Special General Meeting and update on proposed sale of the President Steyn Gold Mine Toronto, December 13, 2007: Thistle Mining Inc. ("Thistle" or the "Company")(AIM: TMG) is pleased to announce that at the annual and special general meeting(the "Meeting") held on December 13, 2007 the shareholders of Thistle approvedthe sale to Pamodzi Gold Limited ("Pamodzi") (JSE:PZG) of Thistle's direct andindirect interests in President Steyn Gold Mines (Free State) (Pty) Ltd ("PSGM")in terms of the Sale of Shares and Claims Agreement ("SSCA") concluded onOctober 29, 2007, as referred to in the announcement dated November 1, 2007 (the"Sale Transaction"). For the Sale Transaction to proceed, at least two-thirds of the votes cast bythe shareholders in person or represented by proxy and entitled to vote at theMeeting was required. 74.35% of the issued share capital voted in favour of theSale Transaction and 0.01% against. In addition, the shareholders of Thistle approved Thistle's investment strategyas referred to in the announcement dated November 16, 2007, ("InvestmentStrategy") to be implemented post completion of the Sale Transaction. For theapproval of the Investment Strategy a majority of the votes cast by theshareholders in person or represented by proxy and entitled to vote at theMeeting was required. 74.35% of the issued share capital voted in favour of theInvestment Strategy and 0.01% against. All other resolutions at the Meeting were passed. Update on the sale of PSGM Assuming the shareholders of Pamodzi approve the Sale Transaction and all otherconditions to completion are satisfied or waived, Thistle now expects that theSale Transaction will be completed by January 30, 2008 ("Completion Date"). Thedelay in completing the Sales Transaction is due to the postponement of themeeting of the shareholders of Pamodzi Gold Limited ("Pamodzi') (JSE: PZG) to onor about January 30, 2008. Under the terms of the SSCA, the conditions precedent must be completed byFebruary 1, 2008 ("Long Stop Date"), failing which the agreement will terminateand be of no force or effect and the status quo ante will be restored as near asmay be possible. The Company and Pamodzi may enter into discussions to extendthe Long Stop Date by mutual agreement. In addition it appears that Pamodzi may only conclude a placement of its sharesin mid February 2008 which is required to fund the Intended Cash Considerationof the Purchase Consideration and raise the capital needed to fund capitalprojects. Accordingly, if such placement is not concluded on or prior to theCompletion Date, Pamodzi will allot and issue Pamodzi shares to Thistle at aprice of ZAR13.86 per share (the 10% discount to the volume weighted averagetraded price over the 30 trading days prior to December 1, 2007) in respect ofthe Intended Cash Consideration of ZAR 100 million (One Hundred Million SouthAfrican Rands), subject to certain adjustments specified in the SSCA. Under the terms of the SSCA, Pamodzi has undertaken to use its best endeavoursto place these shares with investors in order to provide Thistle with netplacement proceeds or an aggregate sale price in respect of these shares of notless than the Intended Cash Consideration. As disclosed previously, the Purchase Consideration is subject to certainadjustments specified in the SSCA. At this stage an adjustment downwards ofbetween ZAR 10 million and ZAR 20 million is expected which will reduce the cashand Participating Loan portion of the Purchase Consideration equally. 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