Corsa Announces Agreement to Purchase the Casselman Mine and a US$25 million credit facility
March 22, 2011 Toronto, Ontario – Corsa Capital Ltd. (TSXV: CSO) (“Corsa” or the “Corporation”) is pleased to announce that it has entered into an agreement dated March 22, 2011 (the “Agreement”) with the owner of the Casselman mine, Maryland Energy Resources, LLC (“MER”), and the owners of MER, pursuant to which Corsa will acquire MER (the “Casselman Mine Transaction”). The purchase price is US $15,000,000 and the assumption of approximately US $1.2 million of debt. In addition, production from the Casselman Mine is subject to a 1.25 percent royalty in favour of the MER vendors.
The completion of the Casselman Mine Transaction is expected on or about April 21, 2011 and is subject to a number of conditions, including normal closing deliverables, ratification of certain matters with respect to leases and third party consents and approvals. Upon the completion of the Casselman Mine Transaction, MER will be an indirect wholly owned subsidiary of Corsa.
Mr. Charter, the President and Chief Executive Officer of Corsa, stated ‘The Casselman Mine will provide us with a permitted long life mine giving us an immediate new source of metallurgical quality coal for our plant and an immediate increase in our expected production.’
The Casselman mine will be a long life underground metallurgical coal mine located in Garrett County, approximately two miles south of Grantsville, Maryland, USA. All the necessary permits for this mine are in place and the mine face up has been completed in order to permit mining operations to commence immediately. This project is approximately 31 miles by truck from Corsa’s Wilson Creek coal preparation plant in Somerset County Pennsylvania.
The Casselman Mine is planned to be developed in the Upper Freeport Coal seam. This mine has recently been permitted by Maryland Energy Resources for a total of 2900 acres. The permit area has been drilled extensively with 52 cores extracted, the most recent of which (27) were pulled in 2011 and 2010 by Wilson Creek Energy and others. The results of the most recently extracted cores are in Wilson Creek’s possession and the previous 25 were generated by The Bureau of Mines, U.S. Department of the Interior, in 1952.
Preliminary calculations, based upon anticipated permit buffers, result in an estimated footprint available for mining of 2,677.8 acres. Within that footprint the coal averages 3.65 feet in thickness, based upon the 52 cores extracted to date. The most recent 27 core samples represent approximately 2/3 of the mining footprint. Eight of those cores have been subjected to analyses designed to mimic the specifications of the Wilson Creek coal preparation plant. These analyses exhibit the following averages on a dry basis:
In seam recovery – 82.8%,
Ash content – 7.6%,
Sulphur content – 1.0%,
Volatile Matter – 21.2%,
The preliminary calculations indicate the presence of 17,010,977 tons of in-place, low volatile, coking coal within the most recently defined 2,677.8 acre footprint. This deposit meets the definition of an indicated coal resource as per National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). A technical report (within the meaning of NI 43-101) has not been prepared in respect of the Casselman Mine. The effective date of the estimate of the mineral resources contained in the press release is March 11, 2011. The estimate of mineral resources reflects known environmental, permitting, title and other relevant matters. The footprint will require further definition in the following areas in order to achieve the classification of a coal reserve: surface and mineral control, mineability related to geologic conditions, and economic viability. The mineral resources referred to in this press release have not been classified as a mineral reserves and a feasibility study has not been completed. Accordingly the economic viability of the proposed Casselman Mine operations has not yet been demonstrated.
Corsa’s initial estimates are that it should be able to commence mining operations at the Casselman mine in July of this year assuming the transaction closes by mid-April. Management is currently arranging the necessary equipment purchases and staffing in order to begin mining operations immediately. The initial estimates are that at full production levels this mine can produce approximately 530,000 raw tons annually.
The Credit Facility
In connection with the Casselman Mine Transaction, Corsa has entered into a U.S. $25 million senior credit facility (the “Facility”). The Facility will consist of two separate loans, both of which will be drawn down in one advance. The first loan will provide for a U.S. $5.5 million loan with a term of 13 months. The second loan will provide for a U.S. $19.5 million loan with an initial term of 6 months from the date of issue, subject to an extension at the option of Corsa for a further 6 month term. The loans will be evidenced by two separate debentures secured by a pledge by Corsa of the shares of its principal subsidiary Wilson Creek Holdings, Inc. Corsa will use the proceeds of the Facility to fund the Casselman Mine Transaction and for related capital requirements as well as for working capital purposes.
No interest is payable for the initial terms of the loans (including the second six month term). Thereafter, should the loans remain outstanding (or in the event of a default), the loans will bear interest at a rate of 5% per annum payable semi-annually, which interest may be satisfied by the issuance of common shares of Corsa at a price equal to 95% of the market price (as determined in accordance with the policies of the TSX Venture Exchange) determined at the date of payment.
In connection with the Facility, Corsa proposes to issue, subject to regulatory approval, an aggregate of up to 3 million common shares and 3 million warrants (the “Warrants”) to purchase common shares in the capital of Corsa, of which 3 million Warrants and 1.6 million common shares will be issuable on the date of draw down, and an additional 1.4 million common shares will be issuable on the date of the extension of the 6 month loan. The Warrants will be exercisable for a period of two years from the date of issue at an exercise price of $1.15 per share. There is no standby or commitment fee payable by Corsa in respect of the Facility. The lenders (each as to 50% of the aggregate principal amount of the Facility) are Zebra Holdings and Investments S.a.r.l. and Lorito Holdings 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. They each currently hold 19,889,000 common shares of Corsa, for an aggregate of 39,778,000 common shares (representing 17.1 % of the issued and outstanding shares of the Corsa). Assuming the issuance of 3,000,000 common shares and the issuance of an additional 3,000,000 common shares on exercise of the Warrants, they will hold an aggregate of 45,778,000 common shares of Corsa, representing 19.6% of the issued and outstanding shares of Corsa.
Completion of the financing is subject to documentation and satisfaction of related conditions.
The mineral resource estimates have been prepared under the supervision of, and the technical information in this press release was verified and approved by, Dennis Noll of Earthtech Inc., a qualified person, as such term is defined in NI 43-101 – Standards of Disclosure for Mineral Projects. Dennis Noll is independent of Wilson Creek. Production projections and sales projections expressed in tons in this press release are management’s estimates.
Information about Corsa
Corsa’s main operating subsidiary is Wilson Creek Energy LLC 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.
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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 “estimates”, “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: risks that the transaction referred to in this press release will not be completed; liabilities inherent in coal mine development and production; geological, mining and processing technical problems; inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with the mining and processing of coal; 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.