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News & Articles

April 14 , 2008

PAN AFRICAN MINING CORP. TO BE ACQUIRED BY ASIA THAI MINING CO., LTD.

Vancouver, British Columbia — PAN AFRICAN MINING CORP. (the “Company”), 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.

The structure of the Transaction will be determined by mutual agreement after taking into consideration tax and other matters, and may be either a formal take over bid, an amalgamation or plan of arrangement. If a formal bid is undertaken, it will be subject to there having been validly deposited and not withdrawn not less than 66 2/3% of the shares of the Company then outstanding. In the event of an amalgamation or plan of arrangement, it will be subject to the approval of at least 66 2/3% of the votes present in person or by proxy at a special meeting of the shareholders of the Company. The formal documentation will include a Pre-Acquisition Support Agreement of the Company confirming the support of the Board of the Company for the Transaction and its agreement not to solicit any competing offers, a Principal Shareholder Support Agreement confirming the support of Irwin A. Olian for the Transaction to be executed by April 15, 2008 and a Lock-up Agreement from directors and officers of the Company.

The Company has agreed to pay a break fee of $3,000,000 in certain circumstances. In a separate transaction, Purchaser will be acquiring from Irwin Olian his approximate 1% interest in the Company’s Madagascar subsidiaries for a price which is economically equivalent to the $4.00 per share being paid for shares of the Company.

The Transaction is subject to the completion of due diligence and a number of other standard conditions, including all necessary regulatory and shareholder approvals. The Purchaser has represented that the cash consideration payable to shareholders of the Company is in place and accordingly there is no financing condition to closing of the Transaction. A Special Committee of our Board of Directors has been established to assist with this transaction.

The Special Committee is chaired by Gregory Sparks, P.Eng., and also includes Benjamin Catalano and Dr. Edward Schiller. Dr. Peter Christopher acts as an advisor to the Special Committee. Mr. Sparks and Drs. Schiller and Christopher are all Qualified Persons within the meaning of NI 43-101.

According to Irwin Olian, CEO of the Company, “We view this transaction as highly beneficial to the shareholders of the Company as it provides liquidity at a reasonable valuation to our shareholders in this most difficult of financial environments and a significant reward for their financial investments in the Company. At the same time, ATM and its affiliates are highly experienced in mining operations and have access to the financial and technical resources that may be required to bring the Madagascar projects controlled by the Company to fruition. Thus, the Transaction is likely to enhance the prospects for successful commercial mining operations in the future in Madagascar, with strong benefits to the people and economy of Madagascar. This suggests the Transaction will be a win-win for all concerned.”

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.

ON BEHALF OF THE BOARD OF DIRECTORS

Irwin A. Olian
Chief Executive Officer

For Further Information, Contact:

Irwin Olian
President and CEO
Phone: (604) 899-0100
Fax: (604) 899-0200
tigertail@panafrican.com

Tom Kinakin
Corporate Communication - Vancouver
Phone: (604) 676-8671
Fax: (604) 899-0200
tom@panafrican.com

Carrie Howes
Corporate Communications – London - Dusseldorf
London Phone: +44-7780-602-788)
Germany Phone: +49 (0) 1722 1234 47
carrie@panafrican.com

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. The statements made in this press release may contain certain forward-looking statements that involve a number of risks and uncertainties. Actual events or results may differ from the Company's expectations.
Press Release Archive
06/27/08 - ACQUISITION OF PAN AFRICAN MINING CORP. BY ASIA THAI MINING CO., LTD. CLOSED TODAY IN ACCORDANCE WITH PLAN OF ARRANGEMENT 06/25/08 - PLAN OF ARRANGEMENT AND RELATED TRANSACTIONS EFFECTUATING ACQUISITION BY ASIA THAI MINING APPROVED BY SECURITYHOLDERS OF PAN AFRICAN MINING CORP. AT SPECIAL MEETING 06/18/08 - AMENDMENT TO ARRANGEMENT AGREEMENT EXECUTED BY THE PARTIES TO EFFECTUATE PRICE INCREASE TO $4.50 FOR PAN AFRICAN MINING CORP. SHARES 06/18/08 - PAN AFRICAN MINING CORP. RECEIVES 43-101 REPORTS ON DIAMOND PROJECTS IN BOTSWANA 06/17/08 - INCREASE IN CASH CONSIDERATION TO $4.50 FOR PAN AFRICAN MINING CORP. SHARES ANNOUNCED BY ASIA THAI MINING CO., LTD. AND 0819615 B.C. LTD. 05/29/08 - PAN AFRICAN MINING CORP. MAILS OUT INFORMATION CIRCULAR AND PROXIES FOR SPECIAL SECURITYHOLDERS MEETING ON JUNE 25, 2008 TO APPROVE ACQUISITION 05/22/08 - PAN AFRICAN MINING CORP. CONSENTS TO OPEN MARKET PURCHASES OF ITS SHARES BY ACQUIRING PARTY 05/12/08 - FORMAL DOCUMENTATION EXECUTED IN THE PAN AFRICAN MINING CORP. ACQUISITION; TRANSACTION PROCEEDING TO DATE AS AGREED 04/28/08 - PAN AFRICAN MINING CORP. ACQUISITION TO BE STRUCTURED AS A PLAN OF ARRANGEMENT: JUNE 20, 2008 SET FOR SHAREHOLDERS MEETING 04/24/08 - PAN AFRICAN MINING CORP. RECEIVES ADDITIONAL $4.367 MILLION FROM EXERCISE OF WARRANTS 04/14/08 - PAN AFRICAN MINING CORP. TO BE ACQUIRED BY ASIA THAI MINING CO., LTD. 04/4/08 - Enermad Corp. Closes $3.6 Million Private PLacement and Secures Rights to Madagascar's “Grand Prix” Offshore Oil & Gas Block 04/1/08 - Positive Geochemical Sampling Results Indicate Proximal Kimberlite Pipe in Pan African's Madagascar Diamond Project 03/11/08 - Pan African Mining Corp. Closes $5.0 Million Private Placement 03/03/08 - Pan African Mining Corp. Announces Private Placement 03/03/08 - Pan African Mining Corp. Identifies Seven New Nickel Laterite Deposits in Madagascar 02/18/08 - Latest Core Drill Results From Pan African's Tranomaro Uranium Project Confirm Further Expansion of the Zone: Results Include 6.0 M of 3.44 LBS/SH.T U3O8 (0.15% U) 02/05/08 - Panel Samples From Pan African's Mountain of Gold in Madagascar Corroborate Strong Geophysics Targets and Confirm 8.5 KM. Gold-Bearing Trend 01/10/08 - Pan African Mining Corp. Completes First Phase Geochemical Sampling on Key Botswana Diamond Licenses; 113 Circular Magnetic Anomalies Targeted 12/12/07 - Pan African Mining Corp. Conducts Seminar and Training Program in Madagascar on Uranium Health & Safety Practices 12/04/07 - Pan African Commences Formal Drilling Program at Madagascar's Sakoa Coal Deposit. 11/28/07 - Further Core Drilling Results from Pan African's Tranomaro Uranium Project Confirm Extension of Zone to the South; Intersects Include 10.0 M of 2.34 LBS./SH.T U3O8 11/06/07 - Pan African Mining Corp. Reports Progress on Its Mozambique Gold Projects 10/16/07 - Initial Core Drill Results From Pan African's Tranomaro Uranium Project Reveal Hig-Grade Intersections to Depth At Old Freanch Mine 37, Including 5.0 M of 7.31LBS/T U3O8 10/02/07 - Encouraging Results From Ground Geophysics Survey at Madagascar's Mountain of Gold Confirm Strong Potential for Large Deposits Along Trend 09/11/07 - Drilling Pan African's Mountain of Gold in Madagascar Continues to Advance Project; Latest Results Include 11.99 g/t AU over 9.50 Metres 09/04/07 - Pan African's Core Drilling Program for Uranium at Tranomaro Proceeding on Schedule; Additional Regional Targets now Identified 08/24/07 - Madagascar Government Grants Prime Offshore Oil & Gas Lease to Pan African Mining Corp. International Oil Affiliate 08/13/07 - Pan African Mining Corp. Commences Core Drilling at Old Machinga Gold Mine in Mozambique's Tete Province 08/09/07 - Pan African Mining Corp. Extends Contract with Investor Relations Representative 07/30/07 - Pan African Mining Corp. Awarded Key Diamond Exploration Licence in Namibia 07/24/07 - Pan African Mining Corp. Receives Additional $ 1.4 Million From Exercise of Warrants and Options 07/19/07 - Pan African Mining Corp. Commences Formal Core Drilling Program for Uranium at Tranomaro in Madagascar 07/05/07 - Aeromag Data Confirms Strong Diamond Targets on Pan African Mining Corp.'s Botswana Licenses 07/04/07 - Pan African Mining Corp. Cites Confusion Over Name of Owner of Ayrsire Mine in Zimbabwe 06/27/07 - Pan African Mining Corp. Completes Mapping of Old Machinga Gold Mine in Mozambique; Core Drilling Planned 06/06/07 - PAN AFRICAN MINING CORP.’S SHALLOW DRILLING CONFIRMS EXTENSION BELOW SURFACE OF RICH URANIUM MINERALISATION AT TRANOMARO:17.2 METERS @ 4,329 PPM U (11.25 lbs/metric ton U3O8) 5/22/07 - 43-101 Report Confirms Uranium Potential at Pan African Mining Corp.'s Tranomaro Project in Madagascar; Exploration Accelerating 5/11/07 - Pan African Mining Corp. Awarded Key Diamond Exploration Licenses in Botswana 5/07/07 - Pan African Mining Corp's Sakoa South Coal Project Greenlighted by Malagasy Government 4/25/07 - Pan African Mining Corp. Intersects 14.72 g/t AU over 8.3 Meters at Mountain of Gold in Madagascar 4/17/07 - Interpretation of Pan African Mining Corp.'s Aeromag Data Confirms Strong Diamond Targets in Madagascar 4/12/07 - Pan African Mining Corp. Reaches Agreement with African Eagle Resources for Acquisition of Fingoe Permits in Mozambique 3/26/07 - Surface Samples Confirm High-Grade Uranium Anomaly at Old French Mine Site 37 in Madagascar's South 3/08/07 - Pan African Mining Corp. Receives Additional $1.09 Million From Exercise of Warrants 3/01/07 - Pan African Sets Plans for Formal Exploration and Deveolpment of Sakoa Coal Deposit in Madagascar; 43-101 Technical Report Filed 2/23/07 - Pan African Mining Corp. Promotes Key Malagasy Executives Ramoasalama and Rakotomalala with Expanded Duties 2/19/07 - Pan African Mining Corp. Appoints Dr. Andrew E. Moore as Vice-President, Diamond Exploration, of It's Expanding African Program 2/16/07 - Pan African Mining Corp. Closes $5.0 Million Private Placement 2/06/07 - Pan African Mining Corp. Regional Sampling Results Confirm High-Grade Uranium Anomalies in Madagascar's South 1/31/07 - Pan African Mining Corp. Announces Private Placement 1/26/07 - Pan African Mining Corp.Accelerating Drill Program with Purchase of Four New Rigs 1/23/07 - Pan African Mining Corp. International Oil Affiliate Receives Approval for Formal Negotiation of Its Prime Madagascar Offshore Oil Leases 1/12/07 - Pan African Mining Corp. International Oil Affiliate Closes Additional $1.28 Million Private Placement 1/09/07 - Pan African Mining Corp. Successful Conclusion to Madagascar's National Election; President Marc Ravalomanana Re-Elected 12/14/06 - Pan African Mining Corp. Commences Shallow Core Drilling Program for Uranium in Madagascar 12/04/06 - Pan African Mining Corp. Appoints Dr. Edward A. Shiller as a Director 11/27/06 - Pan African Mining Corp. Granted Additional Madagascar Uranium Licenses; Exploration Program Accelerating 11/6/06 - Phase II Drilling at Madagascar's Mountain of Gold Yields Bonanza Grade:Pan African Mining Corp. Drills 5.5 Meters @ 50.81 g/t Au 10/18/06 - Pan African Mining Corp. Reports Progress on Diamond Program; Commencing Airbourne Survey of Key Targets 09/11/06 - Pan African Mining Corp. In Joint Venture with Manica Minerals for Two Gold Projects in Mozambique; Field Exploration Underway 09/06/06 - Pan African Mining Extends Investor Relations Contract with Marlies Studer 08/31/06 - Pan African Mining Corp. International Oil Affiliate Concludes Iinitial $1.66 Million Financing 08/15/06 - Pan African Mining Corp. Commences Exploration and Development of Madagascar's Sakoa South Coal Deposit 06/27/06 - Pan African Mining Corp. Adds Dr. Reinhard Ramdour to Expanding Madagascar Uranium Team 06/01/06 - Pan African Mining Corp. Commences Core Drilling at Mountain of Gold 05/15/06 - Pan African Mining Corp.'s Core Drill Arrives in Madagascar 05/08/06 - Pan African Mining Corp. Commences Uranium Field Exploration in Madagascar 05/01/06 - Pan African Mining Corp. Appoints Limor Rubin as New CFO and Director 04/21/06 - Pan African Mining Closes $3.6 Million Private Placement 04/12/06 - Pan African Mining Announces Private Placement 03/14/06 - Pan African Mining Corp.'s Developing Plan of Exploration for Nickel Valley Project in Madagascar; Roger Billington Joins Team 02/14/06 - Pan African Mining Corp.'s Madagascar Uranium Program Greenlighted by Malagasy Government 02/02/06 - Dr. Felix Kaminsky Joins Pan African Mining Corp's Diamond Team in Madagascar 01/25/06 - Pan African Mining Corp. Makes Laterite Nickel Discovery in Madagascar 12/05/05 - Pan African Mining Targets Eight Zones at Mountain of Gold 11/10/05 - Pan African Mining Corp. Enters Into Formal Convention for Exploration and Exploitation of Madagascar Uranium 10/04/05 - Pan African Mining Corp. Closes Private Placement for $ 1.87 Million 09/22/05 - Pan African Mining Corp. Signs Agreement for Environmental Controls on Its Madagascar Uranium Program 09/13/05 - Pan African Mining Corp.'s Diamond Team Targets Potential Kimberlite Source in Madagascar 08/04/05 - Pan African Mining Corp. Commences Phase 2 Exploration on the Mountain of Gold 07/21/05 - Pan African Mining Corp. Closes Private Placement 07/07/05 - Pan African Receives Approval of its Plan of Exploration for Madagascar Uranium 05/19/05 - Pan African Mining Corp Resumes Diamond Exploration in Madagascar 05/11/05 - Pan African Mining Corp Makes New Gold Discovery in Madagascar 03/03/05 - Pan African's Dabolava Trenches Yield Anomalous Gold Results
Articles
Special Situation Update - September 2005
Goldletter International,the international independent information and advice bulletin for gold related investments update on Pan African Mining Corp. September 9, 2005 - AUSTRIA BÖRSENBRIEF
Pan African Mining Corp. Recherchiert und analysiert von Marcel Ewald (Schweiz) September 7, 2005 - Finanz und Wirtschaft
Pan African Mining Corp. Samstag, 3. September 2005 Nr. 70 Seite 7 - HOT CORNER Mining Review Africa, Issue 4 2005
AFRICA-FOCUSED JUNIOR SELECTS MADAGASCAR May, 2005 - Mining Weekly Article
Explorer reports Madagascar progress March, 2005 - Goldletter International Article
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Contact Information For investment information please contact our investor relations group.

Corporate Communications - Vancouver
Tom Kinakin
(604) 676-8671
tom@panafrican.com

Corporate Communications, Düsseldorf - London
Carrie Howes
Deutsche:  +49 (0) 1722 1234 47
UK:  +44 (0) 7780 602 788
carrie@panafrican.com

 
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