PBS Coals Announces Closing of $214,296,000 Subscription Receipt Private Placement and the Signing of a Share Purchase Agreement With the Talbot Group
TORONTO, ONTARIO–(Marketwire – July 31, 2008) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
PBS Coals Corporation (“PBS” or the “Company”) (TSX VENTURE:PNA.P)is pleased to announce that it has closed the previously announced treasury and secondary offering of 35,716,000 Subscription Receipts (the “Securities”) at a price of $6.00 per Security for gross proceeds of $99,996,000 to the treasury of the Company, and $114,300,000 to certain selling shareholders (the “Selling Shareholders”). As previously announced on June 17, 2008, PBS and Penfold Capital Acquisition Corporation (“Penfold”) propose to effect a business combination transaction (the “Business Combination”), pursuant to which the shares of PBS will be acquired by Penfold and PBS will become a public company expected to be named “PBS Coals Limited” and apply to be listed on the TSX. Listing is subject to the Company fulfilling all the requirements of the TSX. Each Security effectively represents the right to receive a common share of PBS Coals Limited for no additional consideration upon the occurrence of release conditions, including approval of the TSX and satisfaction of the conditions to the PBS and Penfold business combination previously announced on June 17, 2008. The aggregate proceeds of the offering will be held in escrow pending the completion of the business combination of Penfold and PBS.
Cormark Securities Inc., GMP Securities L.P. and TD Securities Inc. are co-lead agents on behalf of a syndicate of agents that includes Canaccord Capital Corporation, Macquarie Capital Markets Canada Ltd, Dundee Securities Corporation, National Bank Financial Inc., and Wellington West Capital Markets Inc.
The offering was made to investors in Canada on a private placement basis, and to investors in the United States on a private placement basis only under Rule 144A or Regulation D, or other available exemptions from registration under the United States Securities Act, and to investors resident in jurisdictions outside of Canada and the U.S., in each case in accordance with all applicable laws, including U.S. state securities laws, provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction.
The proceeds from the treasury portion of the offering will be used by the Company to purchase shares of Mincorp Acquisition Corp., the operating subsidiary of PBS, which will use such proceeds for exploration and development, working capital and general corporate purposes. The proceeds from the secondary portion of the offering will be paid to the Selling Shareholders.
PBS is also pleased to announce that Talbot Group Investments Pty. Ltd. (“Talbot”) has entered into a definitive share purchase agreement (the “Share Purchase Agreement”) with two shareholders of PBS (Zebra Holdings and Investments Limited (“Zebra”) and Lorito Holdings Limited (“Lorito”)) and PBS dated July 31, 2008, in respect of the purchase of 23,850,000 common shares of PBS by Talbot from Zebra and Lorito. As previously announced on June 27, 2008, Talbot has also subscribed for Subscription Receipts such that following the closing of the Business Combination and the Share Purchase Agreement, Talbot will hold approximately 19.9% of the issued and outstanding common shares of PBS Coals Limited.
About the Company
PBS is a private British Columbia Corporation which owns 85% of the equity of the PBS Coals Group of Companies, a privately held group of companies engaged in the mining, processing and sale of primarily metallurgical coal from their properties in West-Central Pennsylvania (the “PBS Group”). The PBS Group consists of PBS Coals, Inc., a Delaware corporation, and Rox Coal, Inc., a Pennsylvania corporation, and their subsidiaries and holding companies. The PBS Group currently produces approximately 3 million clean tons of bituminous coal a year from both its underground and surface operations. The PBS Group has six surface and six underground mines in operation, and controls 153.3 million tons of measured and indicated coal resources with an additional 98.3 million tons of contingent measured and indicated resources (in respect of which the PBS Group controls the mineral rights, and not the surface rights). The PBS Group has initiated a mine expansion program to increase production to 5 million clean tons per year over the next two fiscal years (consisting primarily of metallurgical coal) and to complete construction of its Cambria processing facility.
Certain information set forth in this press release contains “forward-looking statements”, and “forward-looking information under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward- looking statements which include management’s assessment of PBS’ future plans and operations including increases in production, and are based on PBS’ current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as “expects”"anticipates”, “believes”, “projects”, “plans”, “intends” and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause PBS’ actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk of delays in obtaining all required approvals for the Business Combination of PBS and Penfold Capital Acquisition Corporation, the risk of the escrow release conditions for the financing not being satisfied, liabilities inherent in coal mine development and production; geological, mining and processing technical problems; delays in development and mine expansion; PBS’ inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with mining and coal processing operations; dependence on third party coal transportation systems; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in commodity prices and exchange rates; changes in the regulations in respect to the use of coal; the effects of competition and pricing pressures in the coal market; the oversupply of, or lack of demand for, coal; currency and interest rate fluctuations; various events which could disrupt operations and/ or the transportation of coal products, including labor stoppages and severe weather conditions; the demand for and availability of rail, port and other transportation services; and management’s ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. PBS undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
The technical information in this press release has been reviewed by Tim Phillips, the Executive Vice-President of Mincorp Acquisition Corp. and PBS Coals and a director of PBS Coals and Mincorp Acquisition Corp. Mr. Phillips is a qualified person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Phillips has verified the data in this press release by referring to the Independent Technical Report – Coal Reserves and Mining Operations – PBS Coals, Inc. prepared for PBS Coals Corporation by John T. Boyd Company effective May 30, 2008 available at www.sedar.com (under the profile of Penfold Capital Acquisition Corporation). Details of quantity and grade or quality of each category of mineral resources is included in the report.
This press release is not an offer of securities for sale in the United States and the securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and shall not be offered or sold in the United States or to a U.S. person absent registration under or an available exemption from the registration requirements of such Act.
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