Corsa announces completion of the Wilson Creek acquisition and Release of $70 million under Subscription Receipt financing
December 9, 2010 Toronto, Ontario – Corsa Capital Ltd. (TSXV: CSO) (“Corsa”) is pleased to announce that it has completed the previously announced purchase of 100% of Wilson Creek Energy, LLC(“Wilson Creek”). In addition, the gross proceeds of the private placement of subscription receipts (the “Private Placement”) completed on September 30, 2010 of $69,443,910 have been released from escrow and delivered to Corsa. The final purchase price paid for Wilson Creek was US$10,943,408 and the issuance of 52,570,204 common shares of Corsa. In addition, Corsa issued 154,319,800 common shares on the conversion of the subscription receipts issued on September 30, 2010 and 1,000,000 common shares in payment of an advisory fee in connection with the acquisition transaction. As a result of the completion of the acquisition transaction, 232,616,771 common shares of Corsa are now issued and outstanding.
Wilson Creek, now a wholly owned subsidiary of Corsa, (together, the “Company”) is based in Somerset County, Pennsylvania. Its primary business is the mining, processing and selling of metallurgical coal, as well as actively exploring, acquiring and developing resource properties consistent with its coal business.
The leases, options and contracts of the Company give it control over land in West-Central Pennsylvania containing 7.47 million tons of coal reserves, 71.43 million tons of resources (with 71 million tons in the indicated category) and 2.35 million tons of inferred resources. The Company has nine surface and four underground projects with an aggregate area of up to 18,065 acres located in Garrett County, Maryland and in the Cambria, Somerset and Washington Counties in Pennsylvania. These projects include the Acosta, Quarry and Cramer operating surface mines in the Northern Appalachian coal belt that have a current annualized production rate of approximately 240,000 raw tons of coal.
Since entering into the agreement to acquire Wilson Creek, there has been significant progress made on the construction of the preparation plant, the expansion of the Winner and Acosta underground projects and the addition of the Garrett project.
Corsa’s previously announced US$5 million bridge financing, which was used by Corsa to lend funds to Wilson Creek to fund payments for the construction of the Wilson Creek Coal Preparation Plant, has been repaid in full in accordance with its terms.
Wilson Creek Coal Preparation Plant
The Company initiated construction of the Wilson Creek Coal Preparation Plant in July 2010. Construction of the plant, located near Somerset, Pennsylvania and on the CSX railway line, is well advanced and the plant is expected to be commissioned by the end of the first quarter of 2011. The plant is designed to produce metallurgical coal for domestic and export use at a capacity of approximately two million tons per year. Initial production feed will be from the Company’s three open pit mines (the Quarry, Acosta and Cramer Mines) and additional coal purchase contracts from other regional operations.
The Winner underground mine project is located near Swanton in Garrett County, Maryland. It is described in detail in Corsa’s Filing Statement dated November 24, 2010 and the technical report dated November 16, 2010, both of which have been filed and are available at www.sedar.com, and has an inferred resource of 2.4 million tons on approximately 450 acres. The Company has an option to lease approximately 3,000 acres directly adjacent to this underground project which the Company believes has the potential to be a significant expansion of the project. While the Winner project is located on the Middle Kittanning seam and has been drilled, there has as yet been no confirmatory drilling performed by the Company.
The Company is in advanced discussions with respect to a potential 5,000 acre expansion of the 940 acre, 5.7 million tons Acosta Deep underground project.
The Company exercised its options to enter into the Garrett Leases. Under the terms of the Garrett Leases, which have an initial term of five years (renewable for successive one-year periods), the Company has the right to extract the coal from the Upper Freeport Seam, which is an area covering approximately 1300 acres in Somerset County, Pennsylvania. This project is located approximately 9 miles from the site of the Wilson Creek Coal Preparation Plant.
The Company has drilled twelve holes on the leased area with drill intercepts averaging 42 inches in thickness (true thickness of intercept is not known). Clean coal quality analysis conducted on drill hole core indicated an ash content of approximately 9.0% and sulphur content of 0.8%
The Company has begun the permitting process on this project and expects to file its permit application in January 2011.
Given the recent acquisition and the lack of full technical work, the stated reserves and resources set out above do not cover this new project.
The Pittsburgh-Kovalchik is an underground project located in Washington County, Pennsylvania, which the Company has the right to acquire. It has resources of 71 million tons of which 57 million is steam coal quality and 14 million is high volatile coking coal quality. The full purchase price is US$20 million. The option was to be exercised by December 31, 2010 and required a payment by Wilson Creek of US $7 million by January 31, 2011 as an initial payment in respect of the aggregate US $20 million purchase price. The Company has renegotiated the terms of this option, and the exercise date has been extended by one year to December 31, 2011. Wilson Creek will make quarterly installments of US $150,000, US $200,000, US $250,000 and US $300,000. These payments will be credited toward the US $7 million exercise price. If exercised, the balance will be paid over four equal annual payments commencing September 2012.
The mineral reserve and resource estimates have been prepared under the supervision of, and the technical information in this press release was approved by, Dennis Noll of Earthtech Inc., a qualified person, as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Dennis Noll is independent of Wilson Creek. A technical report prepared in accordance with National Instrument 43-101 entitled “Amended and Restated Technical Report on Coal Reserves and Resources; Wilson Creek Energy, LLC; Somerset, Cambria and Washington Counties, Pennsylvania and Garrett County, Maryland, USA, dated November 16, 2010” in respect of Wilson Creek’s material properties has been filed on www.sedar.com. The technical report describes the exploration history, geology and resources of the properties. Disclosure in this press release of mineral resources is based on the technical report. Details of the quality or grade of each category of mineral resources and key assumptions, parameters and methods used to estimate the mineral resources is included in the technical report. The technical report also includes a description of environmental and permitting matters.
Board of Directors and Chief Financial Officer
Messrs. John Craig, Michael Svonavec and Kerry Mears have been appointed to the board of directors and Jim Paterson and Tom Feldmann have resigned from the board. The Board of Directors is as follows:
Colin K. Benner (Chairman)
Donald K. Charter (President and CEO)
John H. Craig
Robert Scott (audit committee chair)
Michael Svonavec (President of Wilson Creek)
Kerry Mears (Vice-President, Business Development of Wilson Creek)
Mr. Paul Caldwell has been appointed as the Chief Financial Officer of Corsa. He has over 28 years of financial experience and has held senior financial positions with Canadian gold mining companies operating in Argentina, Canada, Costa Rica, Nicaragua and the United States. Mr. Caldwell was most recently the Chief Financial Officer and Corporate Secretary of Khan Resources Inc.
In connection with the completion of these transactions and change in management and the board, as disclosed in the Filing Statement, the Board of Directors have granted a total of 9,870,000 options to acquire common shares of Corsa to officers, directors and employees at an exercise price of $0.55 per share. The options have a term of 5 years from the date of grant and will vest over three years, with the exception of 1.7 million options which vest immediately. This represents less than 6% of the outstanding capital of Corsa of 232,616,771 shares at a premium of 22% to the issue price of the subscription receipts under the Private Placement.
As a result of the conversion of the previously issued subscription receipts for common shares of Corsa, Zebra Holdings and Investments s.a.r.l. and Lorito Holdings s.a.r.l. own the following number of common shares:
Zebra Holdings and Investments s.a.r.l.
Zebra Holdings and Investments s.a.r.l. and Lorito Holdings s.a.r.l. are two companies wholly owned by a Lundin family trust that acquired the securities of Corsa for investment purposes.
As previously announced, the TSX Venture Exchange (the “Exchange”) has conditionally accepted Corsa’s acquisition transaction, subject to Corsa satisfying all conditions prescribed by the Exchange.
Corsa’s common shares are listed for trading on the Exchange. However, in accordance with Exchange policy, Corsa’s common shares are currently halted from trading and trading in the common shares of Corsa will remain halted pending issuance by the Exchange of its final Exchange bulletin confirming the Exchange’s acceptance of the acquisition transaction. Corsa expects trading on the Exchange to resume on or about December 13, 2010.
For further information please contact:
Corsa Capital Ltd.:
Don Charter, President and Chief Executive Officer
Corsa Capital Ltd.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Corsa should be considered highly speculative.
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 future plans and operations and are based on 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”, 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 Corsa’s 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: liabilities inherent in coal mine development and production; geological, mining and processing technical problems; Wilson Creek’s inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with the mining and processing of coal; regulatory approvals required in connection with the acquisition transaction; 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. The reader is cautioned not to place undue reliance on forward-looking statements.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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 may not be offered or sold in the United States or to a U.S. person absent an available exemption from the registration requirements of such Act.