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Mining Operations And The Tm Training Centre
President Steyn Gold Mines Limited
(Incorporated In The Republic Of South Africa)
(Registration Number 1998/014461/06)
Share Code: PGD; Isin Code: Zae000026654
("PSGM")
Further Announcement Regarding The Disposal Of The President Steyn Gold
Mining Operations And The Tm Training Centre
1. Introduction
It Was Announced On 30 October 2001 That PSGM Had Entered Into A Heads Of
Agreement ("The Heads") With Thistle Mining Incorporated ("Thistle"), A
Company Listed On The Toronto Stock Exchange, In Terms Of Which PSGM Will
Dispose Of It Shares In And Claims Against Mindserv (Proprietary) Limited
("Mindserv"), Including Its Wholly Owned Subsidiary President Steyn Gold
Mines (Free State) (Proprietary) Limited ("PSGM Free State") In Which The
Gold Mining Operations Are Conducted, And Tm Training Initiative
(Proprietary) Limited ("TMTI") (Referred To Below As "The Disposal").
2. The Disposal
The Disposal Was, Inter Alia, Subject To The Preparation And Signing Of A
Sale And Purchase Agreement ("The Agreement"), Which Supercedes And Replaces
The Heads. The Agreement Has Now Been Signed On Substantially The Same Terms
And Conditions As Contained In The Heads Previously Announced, Save For The
Following:
* The Effective Date Of The Disposal, Subject To The Conditions Precedent
Being Fulfilled As Set Out Below, Is Expected To Be 1 February 2002 ("The
Effective Date");
* The Disposal Consideration Of Us$32 050 000 Will Now Be Settled As
Follows:
- Us$27 550 000 In Cash On The Effective Date; And
- Us$4 500 000 By Way Of An Issue To PSGM On The Effective Date Of
Redeemable Convertible Debentures (With A 10% Coupon Rate) In A Wholly Owned
South African Subsidiary Of Thistle, Which Subsidiary Will Be The Holding
Company Of Mindserv, PSGM Free State And TMTI.
* The Conditions Precedent To The Agreement Are As Follows:
# By No Later Than 12 December 2001:
- Thistle Raising Or Receiving Commitments From Investors To Purchase No
Less Than Us$6 000 000 Of Its Securities;
- Thistle Completing A Due Diligence Review To Its Satisfaction; And
- The Receipt Of Written Approval From The Industrial Development
Corporation In Respect Of The Disposal; And
# By No Later Than 15 January 2002:
- Approval By The PSGM Shareholders Of The Disposal In Accordance With
Section 228 Of The Companies Act, Act 61 Of 1973, As Amended, And In
Compliance With The Listing Requirements Of The JSE Securities Exchange
South Africa ("JSE") And The Rules And Regulations Of The Securities
Regulation Panel ("SRP"); And
- The Approval Of All Regulatory Authorities Including The SRP, JSE, South
African Reserve Bank And The Toronto Stock Exchange; And
# By No Later Than 31 January 2002:
- The Approval Of The Competition Commission.
* The Parties Have Agreed To Use Their Best Endeavours To Negotiate And
Enter Into Agreements In Respect Of Certain Assets, Being The Freddies Waste
Dump And An Excess Ore Stock Pile, And The Implementation Of A Continuous
Mining System At The Five Operating Mine Shafts Of PSGM Free State.
The Changes As Set Out Above Will Have No Material Effect On The Pro Forma
Financial Effects Of The Disposal As Disclosed In The Announcement Dated 30
October 2001.
3. Notice Of General Meeting And Circular To Shareholders
Due To The Delayed Signing Of The Agreement, A Circular Containing Full
Details Of The Disposal, And Giving Notice Of A General Meeting At Which The
Ordinary Resolutions Required To Implement The Disposal Will Be Proposed,
Will Now Only Be Posted To Shareholders On Or About 19 December 2001.
Johannesburg
5 December 2001
Corporate Adviser Reporting Accountants Attorneys For PSGM
Argil Corporate Finance JCB Incorporated Hofmeyr, Herbstein & Gihwala
Independent Adviser Sponsor Attorneys For Thistle
BoE Merchant Bank BoE Securities Werksmans
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