Additional Information on Corsa’s Transaction to Purchase PBS Coals Limited
Not for Dissemination in the United States or for distribution to U.S. Newswire Services
July 16, 2014 - Toronto, Ontario - Corsa Coal Corp. (TSXV: CSO) (“Corsa” or the “Company”) announces that trading in the Company’s common shares will resume at market open today. The trading halt was imposed by the TSX Venture Exchange (the “TSXV”) pending confirmation of certain information of PBS Coals Limited (“PBS”) in connection with the Company’s announcement on July 15, 2014 that it had entered into an agreement with Lybica Holding B.V. (“Lybica”), a wholly-owned subsidiary of OAO Severstal, among others, to acquire all of the issued and outstanding shares of Lybica’s wholly-owned subsidiary, PBS, in an all-cash transaction for consideration of US$60 million, subject to customary adjustments for working capital and debt (the “Transaction”). Having provided the TSXV with satisfactory information on PBS, the trading halt has been lifted.
The Company is acquiring PBS on a debt-free basis and will be assuming water treatment and reclamation liabilities totally approximately US$60 million. In addition, Corsa will fund US$20 million of cash currently used as bonding collateral by PBS into escrow accounts for water treatment and certain other liabilities, to be released to a subsidiary of OAO Severstal following a customary time period and subject to adjustments.
The Transaction is subject to customary conditions including, but not limited to, approval of the TSXV.
PBS Coals Limited
PBS, based in Somerset County, Pennsylvania, commenced production in 1963 and was acquired by OAO Severstal in 2008. Its current operations include 13 developed mines (3 active) and two preparation plants with access to both the CSX and Norfolk Southern Railway. PBS is located 60 miles from Pittsburgh and 170 miles from the Baltimore port, and its coal brands are well recognized by long-standing domestic and international customers.
Based solely on management prepared unaudited financial statements, as at March 31, 2014 (three months ended 2014), PBS sold approximately 233,000 tons of metallurgical and thermal coal, generated operating revenues of approximately US$23 million, incurred cost of sales and operating expenses, exclusive of depreciation and amortization, of approximately US$22 million and had negative earnings before interest, depreciation, and amortization of approximately US$900,000. Corsa expects to realize synergies from the Transaction as it combines its personnel, assets and infrastructure with those of PBS, especially given the close proximity to Corsa's existing assets.
Audited financial statements of PBS are not available as of the date hereof and Corsa has not included management prepared annual information for the year ended December 31, 2013 as Corsa does not believe such historical financials to be an accurate representation of the current business operations at PBS in light of recent market conditions experienced by the coal mining industry. A business acquisition report in respect of the Transaction will be prepared in compliance with National Instrument 51-102 – Continuous Disclosure Obligations and filed within 75 days after completion of the Transaction.
Corsa hosted a joint investor conference call with Sprott Resources Corp. on July 15, 2014 to discuss the Transaction. The call is available for replay by dialing (855) 859-2056 (toll free) or (416) 849-0833 (reference number: 74742708) until July 28, 2014.
Information about Corsa
Corsa's primary business is the mining, processing and selling of metallurgical and thermal coal, as well as actively exploring, acquiring and developing resource properties consistent with its coal business.
For further information please contact:
Paul D. Caldwell
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws (collectively, “forward-looking statements”) and which are based on the expectations, estimates and projections of management of Corsa as of the date of this press release unless otherwise stated. Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future economic conditions and courses of action. Some of the forward-looking statements may be identified by words such as “expects” “anticipates”, “believes”, “plans”, “projections”, “outlook”, “intends”, “may”, “could”, “would”, “might”, “will” and similar expressions.
By their very nature, forward‐looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward‐looking statements will not prove to be accurate. Do not unduly rely on forward‐looking statements, as a number of important factors, many of which are beyond Corsa’s control, could cause actual results to differ materially from the estimates and intentions expressed in such forward-looking statements.
Forward‐looking statements speak only as of the date those statements are made. Except as required by applicable law, Corsa does not assume any obligation to update, or to publicly announce the results of any change to, any forward‐looking statement contained herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
The TSXV has in no way passed on the merits of this news release. Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.