Pan African Mining Corp. Consents to Open Market Purchases of Its Shares by Acquiring Party
23 May 2008 - 5:08AM
Marketwired
VANCOUVER, BC (TSX-V: PAF) (FRANKFURT: P2A) announces that it
has entered into a Market Purchase Consent Agreement (the "Consent
Agreement") with 0819615 B.C. Ltd. (the "Purchaser"), a wholly
owned subsidiary of Asia Thai Mining Co., Ltd. ("ATM") and African
Queen Mines Ltd. ("African Queen"), a newly formed subsidiary of
the Company. As previously reported, an Arrangement Agreement dated
May 9, 2008 has been executed among ATM, the Purchaser, the Company
and African Queen in order to effectuate the acquisition of the
Company by ATM through the Purchaser by means of a plan of
arrangement (the "Plan of Arrangement"). The transaction
contemplated by the Plan of Arrangement is pending.
Under the Consent Agreement, the Purchaser is permitted to
acquire shares of the common stock of the Company through open
market purchases from time to time in the Purchaser's discretion,
subject to compliance with all applicable Canadian securities laws
and the requirements of the TSX Venture Exchange and any other
regulatory authority with jurisdiction, including reporting and
notice requirements. According to the Consent Agreement, the
Purchaser, ATM and their affiliates may not collectively hold more
than an aggregate of 9.9% of the issued and outstanding common
shares of the Company through such purchases. The parties have
further agreed to a standstill provision to the effect that neither
the Purchaser, ATM nor their affiliates may acquire an interest in
the common shares or assets of African Queen or conduct other
specified activities following closing of the transaction
contemplated by the Plan of Arrangement for a period the earlier of
(i) 36 months from the date of closing or (ii) 24 months after the
date the shares of African Queen commence trading on any recognized
exchange, without advance approval from African Queen.
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 London: 7780-602-788
Germany: (0) 1722-1234-47
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