Schedule 1 - Pan African

11 Jul 2007 10:26

AIM11 July 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME: Pan African Resources PLC COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Manfield House 2nd Floor 1 Southampton Street London WCZR 0LR COUNTRY OF INCORPORATION: United Kingdom COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.panafricanresources.com COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED: Admission is being sought as a result of the proposed acquisition of Barberton Mines Limited ('Barberton Mines'),a reverse takeover by Pan African Resources PLC ('Pan African') which will be completed on Admission. Theacquisition is subject to a shareholder vote at an EGM to be held on 27 July 2007. Prior to the acquisition of Barberton Mines, Pan African was a mining exploration and development company with afocus on the gold sector on the African continent. Pan African has developed a prospective portfolio ofexploration assets that provide a balance between a project with near-term production potential (the Manica goldproject in Mozambique) and two projects that provide a large ground holding in a previously unexplored regionwith the potential to develop into a major new gold camp (the Bogoin and Dekoa gold projects in the CAR) and a 90per cent. interest in the Akrokerri property in Ghana. Barberton Mines comprises three operating mines, Fairview, New Consort and Sheba, situated in the MagisterialDistrict of Barberton, Mpumalanga Province, South Africa, some 370km east of Johannesburg and 47km south-west ofNelspruit. Gold production in this area commenced more than 100 years ago. Barberton Mines produced approximately100,000 ounces of gold for the financial year ended 30 June 2006 at a recovered grade of 9.8g/t. The acquisition of Barberton Mines therefore provides Pan African with a production base and cash flow to aid thefinancing of its ongoing exploration activities. It also provides an additional advanced exploration project. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares): 1,071,743,711 Ordinary Shares of 1p each. CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: N/A PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: Approximately 65 per cent. DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED: The Company has been granted a secondary listing on the Altx market of the Johannesburg Stock Exchange (JSE)effective on Admission FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known): Colin Bird Non-Executive Chairman Jan Petrus Nelson Chief-Executive Officer Nathan Anthony Steinberg Finance Director Robert George Still Non-Executive Hendrik Johan Blignault Non-Executive Anthony Simon Malone Proposed Non-Executive Charles Denby Stockton Needham Proposed Non-Executive FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known): Before Admission: Brait S.A 16.6% Colin Bird 6.7% Craton Capital 6.6% After Admission: Metorex Limited 55.4% Brait S.A 6.4% Pangea Exploration (Proprietary) Limited 6.2% NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: Fasken Martineau Stringer Saul LLP £23,405 Legal fees Ambrian Partners Limited £104,506 Nomad and broker fees Parkgreen Communications £23,364 Public relations t1ps.com Limited £16,473 Marketing Yates Corporate Law £25,231 Legal fees Jardine Lloyd Thompson £17,850 Insurance CAR - Department of Mines £102,564 Mining convention SEMS Exploration £13,275 Ghana exploration Grant Thornton UK LLP £11,773 Audit fees Spectral Geophysics £42,696 Exploration (i) ANTICIPATED ACCOUNTING REFERENCE DATE: 30 June (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED The three years ended 31 March 2006 and the 9 months ended 31 December 2006 for Pan African Resources PLC The three years ended 30 June 2006 and the 9 months ended 31 December 2006 for Barberton Mines Limited (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: • Annual Report for the 15 months ended 30 June 2007 to be published by 31 December 2007. • Interim results for the 6 months ended 31 December 2007 to be published by 31 March 2007. • Annual Report for the year ended 30 June 2008 to be published by 31 December 2008. EXPECTED ADMISSION DATE: 31 July 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Ambrian Partners Limited 8 Angel Court London EC2R7HP NAME AND ADDRESS OF BROKER: Ambrian Partners Limited 8 Angel Court London EC2R7HP OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES: The Admission Document, containing full details about the application will be available at the followingaddresses: Ambrian Partners Limited 8 Angel Court London EC2R7HP and www.panafricanresources.com DATE OF NOTIFICATION: 11 July 2007 NEW/ UPDATE: NEW This information is provided by RNS The company news service from the London Stock Exchange