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Mon 8 Oct 2007, 9:34 PZG - Pamodzi Gold - Further Announcement In Respe
PZG
 PZG                                                                             
PZG - Pamodzi Gold - Further Announcement In Respect Of The Acquisition And     
                        Further Cautionary Announcement                         
Pamodzi Gold Limited                                                            
(Incorporated in the Republic of South Africa)                                  
(Previously Bema Gold SA (Proprietary) Limited)                                 
Registration number 2002/013039/06                                              
JSE Code: PZG & ISIN: ZAE000088563                                              
("Pamodzi Gold" or "Company")                                                   
FURTHER ANNOUNCEMENT IN RESPECT OF THE ACQUISITION OF PRESIDENT STEYN GOLD      
MINE IN THE FREE STATE FROM THISTLE MINING INCORPORATED AND FURTHER             
CAUTIONARY ANNOUNCEMENT                                                         
Further to the announcement released on SENS on 3 September 2007 and            
published in the press on 4 September 2007, Pamodzi Gold would like to          
announce that it has revised the terms of its non-binding indicative            
proposal ("revised indicative proposal") to acquire the President Steyn         
gold mine in the Free State ("PSGM") from Thistle Mining Incorporated           
("Thistle") ("proposed transaction").  The Thistle board has accepted the       
revised indicative proposal.                                                    
As a result of recent production problems experienced at President Steyn        
Gold Mines (Proprietary) Limited, Pamodzi Gold indicated that it is only        
willing to progress the proposed transaction subject to, inter alia:            
a revision of the purchase consideration from R300 million to R250 million,     
at an exchange rate of ZAR 7.00 to the US$, for all the direct and/or           
indirect interests in PSGM (the "Purchase Consideration");                      
Casten Holdings Limited ("Casten") and MC Resources Limited ("MC")              
providing PSGM with $1.192 million in funding on September 28, 2007; and        
a requirement that production at PSGM exceed 340kg`s in each of October and     
November 2007 respectively.                                                     
The Purchase Consideration will be satisfied through the a cash payment of      
R 250 million, of which R 150 million will be invested into a convertible       
debt instrument (convertible in May 2009) in a special purpose vehicle          
("SPV"), wholly owned by Pamodzi Resources (Proprietary) Limited, which SPV     
shall subscribe for Pamodzi Gold ordinary shares in order to maintain the       
Company`s level of black ownership.                                             
The cash portion of the Purchase Consideration will be adjusted by the          
difference between the net working capital of PSGM as at 30 June 2007 and       
as at the completion date of the proposed transaction. In addition, the         
cash portion of the Purchase Consideration will be adjusted downwards by        
one half of the aggregate working capital loans advanced to PSGM by Casten      
and/or MC and all the interest and fees related thereto. At this stage an       
adjustment downwards of between R30 million and R50 million in the cash         
portion of the consideration is expected.                                       
Pamodzi Gold ordinary shareholders ("Shareholders") are referred to the         
Thistle press release which has been made available on the Pamodzi Gold         
website (www.pamodzigold.co.za) for further information on Thistle and its      
operations.                                                                     
FURTHER CAUTIONARY ANNOUNCEMENT                                                 
Shareholders are advised that Pamodzi Gold and Thistle are in the process       
of finalising formal agreements to implement the proposed transaction and       
will release an announcement with the detailed terms of the proposed            
transaction on signature.  Shareholders are advised to continue to exercise     
caution when dealing in their Pamodzi Gold ordinary shares until such a         
detailed terms announcement regarding the proposed transaction is               
published.                                                                      
Bedfordview                                                                     
8 October 2007                                                                  
Merchant bank and sponsor                                                       
Rand Merchant Bank (A division of FirstRand Bank Limited)                       
Legal Advisors                                                                  
Cliffe Dekker                                                                   
Date: 08/10/2007 09:34:24 Produced by the JSE SENS Department.                  
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