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CGA Mining Limited - Proposed acquisition of the Masbate Gold Project in the Philippines.

PERTH, Western Australia, Jan. 31 /PRNewswire-FirstCall/ -- The Board of CGA Mining Limited (previously named Central Asia Gold Limited) ("CGA", the "Company") has entered into a Sale and Purchase Agreement ("SPA") with Thistle Mining Inc. (THT:AIM) ("Thistle") to acquire 100% of its interest in the Masbate Gold Project in the Philippines.
 Project Highlights include:

 - Contained gold resource of 3.305 million ounces of indicated
 resources and 1.766 million ounces of inferred resources (Cut-off
 0.7g/t)
 - Probable mining reserve of 1.98 million ounces (Cut-off 0.7g/t)
 - At a cut-off of 1.0 g/t - resource grade is 2.03 g/t
 - Open-pit mining
 - Ore throughput of 4 million tonnes per year
 - Capex US$92.8 million (May 2006 BFS est)
 - 12 - 15 months construction period
 - All key permits with Environmental Clearance Certificate
 - Re-engineering and optimisation study to be completed in 3 months
 - Production target of CGA post optimisation of in excess of
 200 000 ounces per annum




The Masbate Project is an extensively studied, advanced stage development project with 55,686m of reverse circulation drilling and 58,757m of diamond drilling.

The project has considerable scale with indicated resources of 3.3 million ounces and inferred resources of 1.77 million ounces, including a probable mining reserve of 1.984 million ounces of gold (cut-off 0.7g/t).

CGA believes that the project has very good exploration potential, both from the further conversion of existing resource ounces to reserves, and the potential to further expand the existing resource base of the project.

CGA is in a strong financial position with uncommitted cash reserves in the order of A$75m which allows the Company to both acquire and commence development of the project once the project has been comprehensively re-engineered and fully optimised.

A Bankable Feasibility Study ("BFS") was undertaken by Ausenco International Pty Ltd, an independent engineering services company located in Australia ("Ausenco") on behalf of Thistle in May 2006, with assistance from Australian contractors Leighton Contractors, Knight Piesold and International Mining Consultants Pty Ltd ("IMC"). This BFS demonstrated an economically sound project in the current gold price environment, with a planned throughput rate of 4 million tonnes per annum ("mtpa") and a current estimated capital cost in the order of US$92.8m. The key parameters of the BFS, including the components of the projected capital cost and resource and reserve estimates are detailed in the attachment to this announcement.

The management team of CGA has been responsible for the successful development of a number of significant gold mines, including the Boroo gold project in Mongolia, Golden Pride in Tanzania, the Obotan mine in Ghana and the Chalice Gold Project in Western Australia. As a result of that experience base, CGA has identified a number of key areas which are currently being implemented to re-engineer and fully optimise the project. SRK Consulting Pty Ltd and IMC have been retained by CGA to assist in the re-engineering and optimisation. It is currently estimated that this work will be completed within the next three months.

The initial resource and reserve estimate was completed on the Masbate Project by IMC, who prepared a National Instrument 43-101 ("NI 43-101") compliant technical report for Thistle in April 2006 (the "Masbate Report"). Although the initial resource estimate in the Masbate Report was calculated on a 0.7g/t cut-off, the same report also detailed that at a 1.0g/t cut off grade the average grade would be 2.03g/t for the total of the indicated and inferred resources. By way of comparison, the reported gold production in Australia for Q3 2006 averaged a recovered grade of just under 2 g/t.

The Masbate ore body is amenable to a large scale modern open pit operation. The process plant will incorporate conventional carbon-in-leach ("CIL") technology. Two ball mills and a SAG mill have already been purchased for the project. The Masbate project has received a number of key Government approvals to commence mine construction, including an Environmental Clearance Certificate.

Leighton Contractors have been working closely with the Masbate project team to provide a reliable fixed price lump sum capital cost (process plant and infrastructure) and contract mining rates.

The BFS currently estimates that the construction phase will require approximately twelve to fifteen months from the date of project go ahead.

Masbate is located within a historical mining area and currently enjoys strong local community support. The project was originally operated by Atlas Mining and Development Corporation ("Atlas") for 14 years (1980-1994) during which time 17.4 million tonnes were processed at a grade of 2.12g/t resulting in the production of 1,078,326 oz of gold. Overall metallurgical recovery was 86%.

The Philippines is rich in natural resources, with large scale gold, copper and nickel deposits attracting investment from a number of major international mining companies including Anglo American, BHP Billiton, Xstrata, Sumitomo and Anglo Gold.

The Philippines Government has been very supportive of the development of natural resources within the country and offer many attractive incentives including an initial 6 year income tax holiday for projects of this nature. The excise tax rate is 2% on gross revenue.

Filminera Resources Corporation ("Filminera") owns the license to explore and mine for gold, silver and other minerals within the contract area that covers an area of approximately 83.36 sq km in terms of the Mineral Production Sharing Agreement for a term of 25 years commencing in July 1997.

A SAG mill and two ball mills have already been procured. Their latent capacity is such that milling throughput could be increased or grind intensified with economic benefits to the project. The purchase of this milling gear has mitigated the long lead times applicable for new milling equipment, i.e. up to 15 months.

In addition to the Masbate project, CGA would also acquire an attributable 19.2% interest in the Runruno Project, which has a reported inferred resource of 1.7 million ounces of gold (23 million tonnes at 2.3 g/t - as per Metals Exploration Plc's 11 May 2006 public announcement).

The aggregate acquisition cost of the Masbate Project to CGA is US$51 million, of which US$30 million will be paid in cash (with US$5m paid in deferred instalments) and the balance will be paid in shares of CGA. Following completion of the acquisition, Thistle (or a subsidiary of Thistle) will hold approximately 25% of the outstanding shares of the Company. Full details of the terms of the acquisition are set out in the attachment to this announcement.

Completion of the acquisition of Thistle's interest in the Masbate Project is subject to various conditions typical in a transaction of this nature, including the following:
 - approval of the shareholders of both CGA and Thistle;
 - listing of the shares issued to Thistle;
 - no regulatory imposed restraints to completion; and
 - release of various securities over the shares and loans in
 Philippines Gold Limited and associated companies.




A meeting of the Company's shareholders to consider the proposed acquisition is expected to be held in March. CGA will be preparing and sending to its shareholders a notice of meeting and information circular containing additional details concerning the transaction in February including an independent expert's report prepared by BDO (Consultants) WA Pty Ltd. The transaction will require approval by a majority of the votes cast by CGA shareholders at the meeting.

Assuming the shareholders of CGA and Thistle approve the transaction and all other conditions to the completion of the acquisition are satisfied or waived, CGA expects that the proposed transaction will be completed in late March 2007. Under the terms of the SPA, if the transaction is not completed on or before 31 March 2007, either party may terminate the SPA unless the time for completion is extended by agreement.

Contacts

Should you have any queries or require further information, please contact Mr Mark Savage (US contact) or Mr Michael Carrick (Australian contact).
 Yours Sincerely

 MICHAEL CARRICK
 President and Chief Executive Officer


 OVERVIEW OF THE MASBATE PROJECT
 -------------------------------

 Location




The Masbate Project is located on the island of Masbate approximately 350 kilometres south of the State capital, Manila. The project can be accessed by a daily commercial airline service to Masbate city (population of 350,000) and a 70 kilometre drive on partially sealed road to the project site. Alternate access to site from Masbate city is via a 1 hour boat ride. The site is equipped with a barge loading jetty where heavy equipment during construction and consumables during operations can be delivered and offloaded.

Previous Operation

The Masbate Project was originally operated for 14 years (1980 - 1994) by Atlas. The previous operations included open pit and underground mining of oxide, transition and fresh material with subsequent processing using CIL and heap leach processing. A total of 17.4 million tonnes were processed at a grade of 2.12g/t resulting in gold production of 1,078,326 ounces of gold and 944,474 ounces of silver. Overall plant recovery of 86% was achieved during the operating period. It is evident from the records of past production that CIL metallurgical recovery was closely related to the grade of ore mined i.e. increase in grade resulted in increased recovery. The operation reportedly closed due to the forced closure of the Atlas group operations as a result of falling commodity prices, and the inability of Masbate to cover group overheads from other operations of the company at the time.

Brownfield Site

The Masbate Project is a brownfield site with established infrastructure including an airstrip, dedicated jetty, roads, accommodation, offices, clubhouse, workshops, assay laboratory, bunker fuel tanks and general reticulation. The mine is readily accessible by sea, and materials and supplies can be barged in via Manila or other large ports. The existing infrastructure will allow construction to start relatively quickly and has reduced capital expenditure requirements relative to those of a greenfield site.
 The Philippines is a source of highly skilled and cost effective labour.

 Planned Development




The resources and reserves (as defined in the Masbate Report) at the Masbate Project are located within two prominent topographic features (hills) and are largely above sea level. The ocean is within 0.5km of the project site. The BFS contemplates large scale mining of 4mtpa at a stripping ratio of 1:3.4 (ore:waste) and all mining to be carried out by a specialist mining contractor. In this regard, Leighton Contractors has been working closely with project management to provide detailed mine planning and costings.

All mined ore will be delivered to a run of mine stockpile from where it will be fed to a primary crusher and subsequently processed in a conventional CIL plant. Process plant tailings will be discharged into a large tailings dam designed by Knight Piesold. Decant water from the tailings dam will be returned to the process plant, any water discharged to the environment will be subjected to cyanide detoxification.

The project will be staffed using expatriate experts in management positions in the formative years so as to effectively commission and optimise the project. These experts will have the responsibility to train Philippine nationals to assume supervisory and management roles.

Management of CGA, using its extensive experience in mine development in remote, offshore locations, has identified areas of the forecast development which may be optimised.

Management of CGA also intend to supplement existing cash reserves with new capital to fund development of the Masbate Project.

Geology

Gold mineralisation is located within quartz veining in the form of fracture filling and silification of the host rock. Sulphides are not abundant but are found within the veins and selvidges. Gold can be associated with the sulphides. The gold is finely distributed (grain size 5 micron to 20 micron).

The depth of weathering is dependant on the lithology and varies from zone to zone e.g. 20m - 40m in the main vein zone, 50m - 60m in the Colorado zone. The massive quartz veins are not subject to weathering other than in areas of brecciation.

Reserves and Resources

A full geological review and resource and reserve estimate was completed on the Masbate Project by IMC, who prepared the Masbate Report for Thistle in April 2006.
 Resources(1)
 ---------
 Indicated 59.3mt @ 1.55 g/t for 2.940m ounces.
 Inferred 33.7mt @ 1.63 g/t for 1.766m ounces.
 Low Grade (Indicated) 18.65mt @ 0.61 g/t for 0.365m ounces.

 Reserves(2)
 --------
 Probable 37.4mt @ 1.65 g/t for 1.984m ounces

 Notes
 (1) The reported resources assume a 0.7 g/t cut-off grade and gold price
 of US$450/ounce (except with respect to low grade dump material from past
 mining operations, which were reported assuming a zero cut-off grade).
 The resource estimate is based on all available data from Thistle's 2005
 drill programme on the project. Mineral resources that are not mineral
 reserves do not have demonstrated economic viability.
 (2) Calculated accepting an economic 0.7g/t cut-off grade, gold price of
 US$450/ounce and an oil price of US$50/barrel. The reserves are current
 as of March 31, 2006 and are included in the indicated resources above.




The Masbate Report is based on work completed on behalf of Thistle by Ausenco, IMC and Mining Associates. The authors of the Masbate Report, Stewart Lewis, B. Eng (Mining), B.Eng (Civil), MGA, M.AusIMM and Andrew Vigar, B.App.Sc (Geol.), F.AusIMM, both from IMC, are independent Qualified Persons within the meaning of NI 43-101. The Masbate Report was lodged in Canada by Thistle on the SEDAR website at http://www.sedar.com/.

In the preparation of the Masbate Report, and calculating resources, ordinary kriging was accepted as appropriate for the steeply dipping vein material as it was assumed that all the material of this type would be available to be exploited. A selective mining unit technique was applied to the stockwork material so as to simulate which of that type of material could be effectively exploited. The key parameters in respect of reserves were: geotechnical recommendations as to pitwall design as determined by Knight Piesold and reported in the BFS, metallurgical recovery as determined by testwork as reported in the BFS, operating costs totalling US$15.13/t (LOM average) as reported in the BFS, a gold price of US$450/ounce and an oil price of US$50/barrel. The Project does not appear to have any onerous permitting or environmental issues which will impact on the assessment of reserves and resources and the project is located in an area close to protected waters and is thus considered as a low risk area as far as potential typhoon or cyclone damage is concerned.

A CGA technical assessment of the project, including a site visit and review of all available and presented technical information including the BFS and independent technical report by Behre Dolbear has been conducted over the last 9 months. Following this review, CGA has compiled the information contained in this report and verified it with that previously stated in the various documentation released publicly. The technical team comprised of Geoff G. Jones - Mining Eng (F.AusIMM.C.P.) 35 years experience, Alf Gillman - Geologist (M.Aus.IMM) 25 years experience, Bob Bourne - Metallurgist (F.Aus.IMM) 45 years experience.

Exploration Potential

The known resources at Masbate extend over a strike length of 3.5 kilometres trending in a north westerly direction. The exploration effort will not only be to add to the existing resources base, but to locate additional high grade zones so as to extend the forecast high grading period of operations.

The area immediately south of the Main Vein pit contains underground workings from past operations. The mineralisation surrounding these previous workings has not been tested and is considered a highly prospective source of additional resources.

The topographic features hosting the Masbate resources are repeated along strike to the south east where artisinal miners are exploiting the near surface material. These areas are contained within a 5.25 million hectare (approximately 8 kilometres x 7 kilometres) Exploration Permit Application submitted in 2004 (EXPA - 0039 - V) by FRC. The topographic highs will be the target of an immediate resource generation program by the Company geologists.

The current resource estimate includes 1.8m ounces of the inferred material, a large percentage of which is amenable to be upgraded to reportable status by additional drilling.

Ownership of the Project

Thistle's interest in the Masbate Project is held through a number of local Filipino companies, with Filminera owning title to the project and Philippine Gold Processing and Refining Corporation ("PGPRC"), responsible for constructing, owning and operating the key components of the plant. Filminera will sell the ore to PGPRC on a cost plus basis. In accordance with Philippine Law, 60% of Filminera is owned by a Philippine company, Open Pit Holding Limited ("OPH") which in turn is held as to 60% by a local Filipino partner and 40% by the Thistle group (with Thistle having an option over the 60% interest in OPH in accordance with Philippine Law). PGPRC is wholly owned by the Thistle group and there are significant intercompany loans which would be acquired by CGA in connection with the transaction. The loans would need to be repaid by Filminera before any dividends can be declared. It is planned that there will be a reconstruction of OPH prior to closing of the acquisition such that its assets will be transferred to a new company ("Newco") with the same ownership structure.
 CORPORATE STRUCTURE
 http://files.newswire.ca/578/Corporate_Structure.doc

 The Original BFS Key Parameters




The BFS evaluated resources and reserves available for development at Masbate. An optimum annual production rate was determined and the recoverable reserves computed using operating costs (mining, processing and administration), taxes and any other imposts appropriate for a project in the Philippines. The key assumptions used in the compilation of the resources, the calculation of the reserves and the BFS financial assessment are as reported previously in this statement.

The key results of the original BFS, (before any CGA re-engineering and optimisation) are set out below.
 Total ounces produced 1.623m oz
 Capital Costs US$ 92.8m
 Recovery 82%
 Annual Production 171,000 oz
 Cash operating costs/oz (assuming US$50/barrel oil) US$339
 L.O.M 9.5 years




Total capital costs are estimated at US$92.8 million. The scope of the estimate covers engineering, procurement services, construction and commissioning of the proposed 4.0 mtpa project. The base date for the costs is December 2005. The cost estimates of the study reflect a +/-10-15% feasibility study level of engineering accuracy.

Initial CGA due diligence has suggested that the parameters as set out above can be improved. A number of optimisation initiatives are currently being undertaken by CGA, including increasing the cut-off grade to 1.0g/t and a recalculation of the mineable reserves at a gold price of greater than the assumed US$450, and increasing metallurgical recoveries with the objective of delivering a project capable of an annual production rate of in excess of 200,000 ounces, at cash costs of around the US$300/ounce level.

Key Acquisition Terms

The aggregate acquisition cost for the Masbate Project is US$51 million. The acquisition is governed by the SPA executed among the Company, Central Asia Gold Limited (a wholly-owned Bahamian subsidiary of CGA) and Thistle. The key terms of the SPA are as set out below:
 - Assets Acquired

 100% of the issued capital of Philippine Gold Limited ("PGO"), 40% of
 Newco, an option interest over the 60% interest in Newco and 100% of
 the intercompany debt owing by PGO to Thistle.

 - Cash consideration US$30m

 With payment of US$5m deferred until placement of the final
 development capital, but no later than 6 months following closing.

 - Share consideration US$21m

 Approximately 41.5m new shares in CGA will be issued to Thistle (or
 its subsidiary) at an issue price of A$0.65, representing a 16%
 premium to the current market price of CGA shares on the ASX, and
 which will represent 25% of the issued capital of CGA on closing.

 In the event that the share price at and around closing (anticipated
 to be in late March 2007) it less than A$0.65, the number of shares
 to be issued will be increased to represent that number of shares
 that equate to US$21m at then trading prices and exchange rates.

 Under the terms of an investment agreement to be executed between CGA
 and Thistle at the closing of the transaction, the shares issued by
 CGA will be subject to a contractual 12 month hold period and Thistle
 will be entitled to nominate a representative to the board of CGA for
 so long as Thistle continues to hold at least 10% of the outstanding
 CGA shares.




CGA has paid a non-refundable deposit of US$0.5m, which will be applied against the US$25 million to be paid at completion of the acquisition, and has agreed that it will fund US$1.5m of working capital expenditure and US$2.9m of direct capital expenditure (which will reduce the capital development budget for the project) incurred in the intervening period prior to closing, based on an agreed joint budget and successful completion of the transaction.

National Instrument 43-101 Compliance

NI 43-101 is a rule developed by the Canadian Securities Administrators, which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

The scientific and technical information and all resource and reserve estimations regarding the Masbate project contained in this announcement are based upon the BFS and the Masbate Report prepared by IMC on behalf of Thistle.

Readers are cautioned that the conclusions, projections and estimates set out in this announcement are subject to important qualifications, assumptions and exclusions, all of which are detailed in the BFS and the Masbate Report. To fully understand the summary information set out herein, the Masbate Report should be read in its entirety. A copy of the Masbate Report is available on the SEDAR website at http://www.sedar.com/ under Thistle's SEDAR profile.

CGA has retained IMC to prepare a NI 43-101 compliant technical report for CGA, which is expected to be completed and filed in Canada on the SEDAR website in January 2007.

Mr Geoff Jones, CGA's general manager, technical, is acting as the Qualified Person in compliance with NI 43-101 with respect to this announcement. He has reviewed the contents for accuracy.

Cautionary Note Regarding Forward Looking Statements

This announcement includes certain "forward-looking statements" within the meaning of Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the proposed acquisition by CGA of Thistle's interest in the Masbate Gold Project; anticipated dates for construction and production, and other milestones related to the Masbate Gold Project; estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; and CGA's future operating or financial performance, are forward-looking statements. Information concerning mineral reserve and resource estimates also may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from CGA's expectations include uncertainties related to completion of the proposed acquisition, which is subject to a number of conditions beyond the control of CGA, including shareholder and regulatory approval; fluctuations in gold and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies in the development of the Masbate Gold Project; the need to obtain additional financing to develop the Masbate Gold Project; the possibility of delay in development programs or in construction projects and uncertainty of meeting anticipated program milestones for the Masbate Gold Project; and other risks and uncertainties disclosed under the heading "Caution Regarding Forward-Looking Statements" in CGA's Annual Information Form for the year ended 30 June 2006, filed with the Canadian securities regulatory authorities on the SEDAR website at http://www.sedar.com/.

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