Pan African closes acquisition by Asia Thai Mining

Pan African Mining Corp. announces that at a recently held meeting, its shareholders, warrant holders and option holders have approved the plan of arrangement and related transactions contemplated by the Arrangement Agreement among Asia Thai Mining Co., Ltd. (ATM), 0819615 B.C. Ltd., and African Queen Mines Ltd.

The meeting was attended by 25,203,271 shares, options and warrants in person or proxy, representing 71.03% of the issued and outstanding shares, options and warrants of the company constituting a quorum.

The plan of arrangement was approved by the near unanimous vote of the company’s Security holders, as a total of 25,192,521 votes were cast in favour of the resolutions with only 750 votes cast against and 10,000 votes abstaining.

After the shareholders approval, 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.

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 warrant holders or option holders) of the Company of record at the effective time of the Plan of Arrangement.