CGA Mining Limited - Announcement to the Australian Securities Exchange and Toronto Stock Exchange - Strong support of major shareholders



    ASX CODE: CGX
    TSX CODE: CGA

    PERTH, Western Australia, Oct. 24 /CNW/ - The Board of CGA Mining Limited
("CGA", the "Company") has convened a shareholder's meeting for 15 November
2007 to consider various approvals for the following proposed issue of
securities (the "Offerings"):

    
    -   48.2m new common shares at an issue price of C$.83
        (approximately A$0.95) raising gross proceeds of C$40m; and
    -   25,000 US$1,000 promissory notes with 250 attaching warrants per
        note, exercisable at C$1.03/share for a maximum term of 3 years
        (representing a total issue of 6.25m warrants), raising gross
        proceeds of US$25m.
    

    The Offerings are subject to various conditions and terms as set out in
the Notice of Meeting lodged with the Australian and Toronto Stock Exchanges
(now despatched to all shareholders), including shareholders' approval of
various matters.
    The Company has also finalised negotiations and discussions with its
major shareholder Toowong Mining BV ("Toowong"), its shareholder Thistle
Mining Inc. and Thistle Mining Inc.'s two major creditors and shareholders,
confirming their support for the project and the abovementioned financing.
Toowong presently holds a 25.4% interest in CGA which was received as partial
consideration for the sale of the Masbate Project by Thistle Mining Inc. The
terms of the arrangements include the following:

    
    -   Toowong will participate in its pro-rata share of the planned equity
        issue (excluding the C$5m over -allotment option that was exercised
        by Haywood Securities Inc.) subscribing for 10.7m new shares;

    -   CGA has consented to the transfer of the shareholding in Toowong to
        the two major shareholders and creditors of Thistle Mining Inc.,
        i.e., MC Resources Limited and Casten Holdings Limited ("the
        Shareholders") and release of all securities over the shareholding in
        CGA;

    -   the Shareholders have agreed to provide an unsecured cost overrun
        facility of US$10m for the Masbate Project (one of the requirements
        of the BNP Paribas term sheet) on standard industry terms and backed
        by letter(s) of credit;

    -   the deferred purchase consideration of US$5m that was owing to
        Thistle has been terminated and CGA's subsidiary Central Asia Gold
        Limited ("CAGL") has agreed to pay to the Shareholders a reduced
        amount of US$4.5m, providing a cost saving of US$0.5m, and the
        repayment date has been deferred to 31 December 2008 (with interest
        accruing at 12%); and

    -   given the success of the project following acquisition, CGA and CAGL
        have provided releases to all parties involved in the sale of the
        Masbate Project for any existing or future claims in connection with
        the acquisition of the interests in the asset by CGA and CAGL and any
        related escrow provisions.
    

    We would like to thank Thistle and the Shareholders for their support of
both the Company and the Project.

    %SEDAR: 00021775E




For further information:

For further information: Australian Contact: President & CEO - Michael
Carrick, Tel: +61 8 9263 4000, Fax: +61 8 9263 4020, Email:
mcarrick@cgamining.com; US Contact: Chairman - Mark Savage, Tel: (505)
344-2822, Fax: (505) 344-2922, Email: marksavage@comcast.net

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CGA Mining Limited

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