Audley European Opportunities Master Fund Limited Regulatory Filing



    GUERNSEY, Channel Islands, Dec. 5 /CNW/ - Audley European Opportunities
Master Fund Limited and its manager, Audley Capital Management Limited,
announced today that the Fund has acquired in a private placement
US$30,279,000 aggregate principal amount of 8.5% senior convertible debentures
due November 30, 2010 of Western Canadian Coal Corp. If all of these
convertible debentures were converted into common shares of WCC, the Fund
would be entitled to receive 40 million common shares, subject to
anti-dilution adjustments. In addition, in connection with the private
placement, WCC has issued to Audley Capital Management Limited warrants to
purchase up to an additional 4.24 million WCC common shares, at an exercise
price of C$0.75 per share, on or before November 30, 2010. The aggregate 44.24
million common shares issuable pursuant to the convertible debentures and
warrants represent approximately 27.6% of the common shares that would be
outstanding after the conversion of the convertible debentures and the
exercise of the warrants. The Fund does not currently own any other securities
of WCC.
    The convertible debentures were acquired by the Fund as part of the
private placement of up to US$40,372,000 aggregate principal amount of
convertible debentures announced by WCC on November 22, 2007. In connection
with the private placement, the Fund and WCC entered into a subscription
agreement, containing representations and warranties, and covenants, including
a covenant to cause Julian Treger, a Managing Partner of Audley Capital, to be
elected or appointed to the board of directors of WCC.
    Audley Capital Management Limited owns the warrants and controls the
convertible debentures owned by the Fund. Audley Capital Management Limited
does not currently own or exercise control over any other securities of WCC.
    The Fund and Audley Capital Management Limited acquired the convertible
debentures and the warrants for investment purposes only. Subject to
compliance with applicable laws, the Fund and Audley Capital Management
Limited may from time to time acquire additional securities of WCC or dispose
of securities of WCC in the open market, by private agreement or otherwise.
    Cambrian Mining Plc and its wholly owned subsidiary Deepgreen Minerals
Corporation Ltd. collectively own 48.3 million common shares of WCC,
representing approximately 41.7% of the common shares currently outstanding.
The Fund owns approximately 29% of the outstanding shares of Cambrian and may
be considered to be acting jointly and in concert with Cambrian and Deepgreen
in respect of the WCC shares. The common shares of WCC that the Fund and
Audley Capital may acquire pursuant to the convertible debenture and warrants,
together with the shares held by Cambrian and Deepgreen, collectively
represent approximately 57.8% of the common shares of WCC that would be
outstanding after the conversion of the convertible debentures held by the
Fund and the exercise of the warrants.





For further information:

For further information: Julian Treger, Audley Capital Advisors LLP on
behalf of: Audley Capital Management Limited, Audley European Opportunities
Master Fund Limited, Trafalgar Court, Les Banques, St. Peter Port, Guernsey,
GY1 3QL, 44-207-529-6940

Organization Profile

AUDLEY EUROPEAN OPPORTUNITIES MASTER FUND LIMITED

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