April 28 , 2008
PAN AFRICAN MINING CORP. ACQUISITION TO BE STRUCTURED AS A PLAN OF ARRANGEMENT: JUNE 20, 2008 SET FOR SHAREHOLDERS MEETING
Vancouver, British Columbia — PAN AFRICAN MINING CORP. (the “Company”) is pleased to announce that its proposed acquisition
by Asia Thai Mining Co., Ltd. (“ATM”) and 0819615 B.C. Ltd. (the “Purchaser”), a wholly-owned subsidiary of ATM, is now anticipated to be
effectuated by means of a plan of arrangement (the “Plan of Arrangement”). As stated in the Company’s press release of April 14, 2008,
the Purchaser will offer to purchase all of the outstanding common shares of the Company at the price of $4.00 cash per share and 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 per share 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, (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
related to the Company’s non-Madagascar subsidiaries and non-Madagascar properties. Subject to analysis of tax implications
and any required approvals, the Company plans to distribute the shares of NewCo to shareholders (but not warrantholders or
optionholders) of the Company of record on a date to be hereafter determined, in a spinoff or similar transaction.
The Plan of Arrangement will be subject to the approval of the shareholders of the Company at a special meeting to be held for that purpose. In that
regard, the Company has set the proposed shareholder meeting date as June 20, 2008 and a record date of May 19, 2008 for shareholders entitled to
notice of and to vote at that meeting. Full documentation relating to the meeting will be mailed to the Company’s shareholders on a timely basis.
The Transaction is subject to the completion of due diligence and other standard and customary 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.
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.