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Pan African Mining Corp. to Be Acquired by Asia Thai Mining Co., Ltd.


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Pan African Mining Corp. to Be Acquired by Asia Thai Mining Co., Ltd.

Monday April 14, 10:26 am ET


VANCOUVER, BC--(MARKET WIRE)--Apr 14, 2008 -- PAN AFRICAN MINING CORP. (the "Company") (CDNX:PAF.V - News) (Frankfurt:P2A.F - News), Asia Thai Mining Co. Ltd. ("ATM") and 0819615 B.C. Ltd. (the "Purchaser"), a wholly owned subsidiary of ATM, are pleased to announce that they have entered into an agreement for the Purchaser to offer to purchase all of the outstanding common shares of the Company at the price of $4.00 cash per share and for the Purchaser to also offer to purchase for cash all outstanding warrants and all outstanding options (vested and not yet vested) of the Company for a price equal to the difference between $4.00 and the exercise price of the respective warrant or option (the "Transaction"). Prior to the completion of the Transaction, the Company will establish a new entity ("NewCo") and transfer to NewCo the following: (i) $2,500,000 cash, and (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. Subject to analysis of tax implications and any required approvals, the Company plans to distribute the shares of NewCo to shareholders of the Company as of a record date to be hereafter determined by way of spin off or similar mechanism. The purchase price represents an 84.3% premium over the Company's average closing price for the 20 preceding trading days on the TSX Venture Exchange. The Transaction is anticipated to close on or about May 31, 2008, subject to obtaining necessary approvals and fulfillment of conditions of the Transaction.

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