Plan of Arrangement and Related Transactions Effectuating Acquisition by Asia Thai Mining Approved by Securityholders of Pan Afr
2008年6月26日 - 7:32AM
Marketwired
VANCOUVER, BC (FRANKFURT: P2A) (the "Company") is pleased to
announce that the Plan of Arrangement and related transactions (the
"Plan of Arrangement") contemplated by the Arrangement Agreement
dated May 9, 2008, as amended June 17, 2008 (the "Amended
Arrangement Agreement"), among Asia Thai Mining Co., Ltd. ("ATM"),
0819615 B.C. Ltd. (the "Purchaser"), the Company and African Queen
Mines Ltd. ("African Queen"), a newly formed subsidiary of the
Company, has now been approved by the shareholders, warrantholders
and optionholders of the Company at a Special Meeting of
Securityholders (the "Meeting") held today. A total of 25,203,271
shares, options and warrants were represented at the Meeting in
person or proxy, representing 71.03% of the issued and outstanding
shares, options and warrants of the Company at the record date and
constituting a quorum. A total of 25,192,521 votes were cast in
favor of the resolutions approving the Plan of Arrangement with
only 750 votes cast against and 10,000 votes abstaining.
Accordingly, the Plan of Arrangement was approved by the near
unanimous vote of the Company's Securityholders, far in excess of
the required margins.
As a result of approval at the Special Securityholders Meeting
today, the Company will now petition the Supreme Court of British
Columbia for a Final Order approving the Plan of Arrangement
contemplated by the Amended Arrangement Agreement. The parties
anticipate closing the transactions contemplated by the Plan of
Arrangement as early as June 27, 2008, following court approval.
Accordingly, the Company requested and the TSX Venture Exchange
granted, a trading halt on such Exchange in the shares of the
Company pending the closing.
As previously announced, under the Plan of Arrangement, the
Purchaser will acquire on the effective date of the Plan of
Arrangement all of the outstanding common shares of the Company at
the price of $4.50 cash per share and also all outstanding warrants
and all outstanding options (vested and not yet vested) of the
Company for a price equal to the difference between $4.50 and the
exercise price per share of the respective warrant or option. In
addition, prior to the completion of the transaction, the Company
will transfer to African Queen the following: (i) $2,500,000 cash,
(ii) all of the shares of the Company's non-Madagascar
subsidiaries, namely, PAM Botswana (Pty) Ltd., PAM Minerals Namibia
(Pty) Ltd. and PAM Mocambique Limitada, and (iii) all other assets
and liabilities of the Company directly related to the Company's
non-Madagascar subsidiaries and non-Madagascar properties. Subject
to required court approval as aforesaid, the Company plans to
distribute the shares of African Queen in a spin-off transaction to
shareholders (but not warrantholders or optionholders) of the
Company of record at the Effective Time of the Plan of
Arrangement.
About Pan African
The Company is an exploratory resource company with
approximately 7,500 sq. km. of diversified mineral properties and
5,000 sq. km. of uranium properties in Madagascar. The Company is
exploring these properties for uranium, gold, coal, precious
stones, base metals and industrial commodities. In addition, the
Company is exploring two large regions for gold and metals in
Mozambique under agreements with other companies. It also has
approximately 5500 sq. km. of diamond licenses in Botswana which it
is presently exploring. Its operations in Madagascar are carried
out through its operating subsidiary, PAM Madagascar Sarl, and its
uranium activities are carried out through its 80% owned subsidiary
PAM Atomique Sarl. The Company has offices in Vancouver, Canada and
Antananarivo, Madagascar. More information about the Company is
available at www.panafrican.com.
About Asia Thai Mining Co., Ltd.
Asia Thai Mining Co., Ltd. ("ATM") is a holding company
incorporated in Thailand. ATM, either directly or through
affiliated companies has extensive experience in the development
and operation of mining interests, in particular in respect of coal
mining interests. Through its subsidiaries, it is involved in the
exploration and development of several coal mines in Indonesia. The
company projects its coal production capacity will reach
approximately 4 million tons by 2009. ATM forms part of a group of
affiliated mining companies, including Saraburi Coal Co., Ltd.
("SBCC"). SBCC has been mining coal and tin in Thailand and other
Southeast Asian countries since 1998. In addition, SBCC has
recently been awarded a 9-year, US$500 million coal mining contract
in Thailand from Electricity Generating Authority of Thailand and
SBCC will start work in 2008. ATM is a private company with its
registered address and principal place of business at 2034/132-161
New Petchburi Road, Bangkapi, Huaykwang, Bangkok, Thailand.
ON BEHALF OF PAN AFRICAN MINING CORP.
"Irwin A. Olian"
Irwin A. Olian
CEO & Director
Forward-Looking Statements
Certain statements herein constitute forward-looking statements
or forward-looking information within the meaning of applicable
securities legislation, including the statements or information
about the Transaction and proposed spin-off of African Queen.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements or
information.
With respect to forward-looking statements and information
contained herein, we have made numerous assumptions including among
other things, assumptions of our ability to close the Transaction
and spin-off African Queen. Although our management believes that
the assumptions made and the expectations represented by such
statements or information are reasonable, there can be no assurance
that a forward-looking statement or information herein will prove
to be accurate. Forward-looking statements and information by their
nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information. Such risks and uncertainties include
risks and uncertainties involved in satisfying the conditions to
close the Transaction and spin-off African Queen.
There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements or information. All forward-looking
statements and information made herein, are qualified by this
cautionary statement.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of the
information contained herein.
Distributed by Filing Services Canada and retransmitted by
Marketwire
For more information, contact: Irwin Olian President and CEO
E-mail: Email Contact Phone: (604) 899-0100 Fax: (604) 899-0200 Tom
Kinakin Corporate Communications - Vancouver Email: Email Contact
Phone: (604) 899-0100 Fax: (604) 899-0200 Carrie Howes Corporate
Communications - London Email: Email Contact Phone: 7780-602-788
Pan African Mining Corp. Suite 1925, Box 11553 650 West Georgia
Street Vancouver, BC V6B 4N8
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