BRISBANE, Australia, Oct. 3 /CNW/ - Mineralogy Pty Ltd. ("Mineralogy"), a
privately-held company based in Brisbane, Australia, is pleased to announce
that it is offering to purchase, for $1.41 per common share in cash, that
number of common shares of Waratah Coal Inc. ("Waratah", TSX-V: WCI) that
constitutes, when added to the Waratah common shares beneficially owned by
Mineralogy or any of its affiliates, 50.1% of the Waratah shares outstanding
(on a fully-diluted basis).
Mineralogy strongly supports Waratah's goal of developing the Galilee
Basin Coal Project, a large thermal coal mine in central Queensland,
Australia, and believes that this represents an excellent opportunity to
develop a significant coal resource; however, Mineralogy also believes that
the scope of this project, including the development of both the mine and the
significant infrastructure required to transport the coal to the central
Queensland coast for export, is beyond Waratah's experience and resources. On
September 5, 2008, Waratah announced by press release that the Australian
Federal Minister for Environment had rejected Waratah's proposal to establish
a rail line and coal port in the Shoalwater Bay military training area to be
used in connection with the Galilee Basin Coal Project.
The offer represents a premium of approximately 9.4% over the
volume-weighted average closing price of Waratah's shares on the TSX Venture
Exchange between September 5, 2008 and October 2, 2008, the last trading day
prior to Mineralogy's announcement of the offer.
Mineralogy has extensive experience in successfully developing
large-scale resource projects in Australia, including a demonstrated record of
successfully obtaining the many government approvals and permits required to
complete such projects. Mineralogy also has a proven ability to finance the
development of large-scale resource projects, including through joint venture
projects with large public companies. Mineralogy believes that, with its
resources and experience in developing large-scale resource projects, it would
be able to assist Waratah in obtaining the regulatory approvals and financing
it requires to develop the Galilee Basin Coal Project. Mineralogy is currently
a significant Waratah shareholder, holding 10,734,200 Waratah common shares,
being approximately 19% of Waratah's outstanding common shares (approximately
14% on a full-diluted basis).
"We are very excited by the idea of purchasing a majority ownership
position in Waratah and helping it advance the development of the Galilee
Basin Coal Project", said Vimal Sharma, Mineralogy's Chief Executive Officer.
Mr. Sharma added, "We believe that the offer presents an attractive
opportunity for shareholders to realize a portion or all of their investment
in Waratah and, for shareholders who want to participate in Waratah's future,
to retain an interest in Waratah alongside a majority shareholder with the
resources and ability to help Waratah effectively develop the Galilee Basin
The offer is open for acceptance until 5:00 p.m. (Toronto time) on
November 7, 2008, unless extended or withdrawn.
The offer will be subject to a number of conditions, including that the
shares tendered to the offer will, when added to the Waratah shares owned by
Mineralogy and its affiliates, constitute 50.1% of the Waratah shares
outstanding (on a fully-diluted basis). Other conditions include the absence
of any adverse material changes to Waratah. Mineralogy will fund the offer
using existing cash resources.
Additional Details of the Offer
Full details regarding the offer will be included in the formal offer and
take-over bid circular to be mailed to Waratah's shareholders in accordance
with applicable securities laws. Mineralogy has requested a list of
shareholders from Waratah and expects to mail the offer and take-over bid
circular to Waratah's shareholders as soon as practical following receipt of
the Waratah shareholder list. Copies of the offer, take-over bid circular and
related documents will also be available on through the internet at
Blake, Cassels & Graydon LLP is acting as legal counsel to Mineralogy.
Mineralogy is a privately-held Australian resource company controlled by
Professor Clive Palmer that is engaged in the exploration and development of
mineral resources. Mineralogy has extensive experience in implementing
large-scale resource development projects in Australia. For more information
about Mineralogy, visit the company's website at www.mineralogy.com.au.
Forward Looking Information
This news release may contain forward looking statements, being
statements which are not historical facts, including, without limitation,
statements regarding the proposed acquisition of Waratah common shares by
Mineralogy and discussion of future plans and objectives. There can be no
assurance that such statements will prove accurate. Such statements are
necessarily based on a number of estimates and assumptions that are subject to
numerous risks and uncertainties that could cause actual results and future
events to differ materially from those anticipated or projected. Mineralogy
disclaims any intention or obligations to revise or update such statements.
The following factors, among others, could cause actual results or
developments to differ materially from the results or developments expressed
or implied by forward looking statements: Mineralogy cannot determine the
number of Waratah shareholders who may accept Mineralogy's offer; Mineralogy
may not succeed in acquiring 50.1% of the outstanding Mineralogy shares (on a
fully-diluted basis); Mineralogy may not be successful in assisting Waratah to
obtain, and Waratah may not obtain, the regulatory approvals and financing
required to develop the Galilee Basin Coal Project; Waratah may not be
successful in developing the Galilee Basin Coal Project.
For further information:
For further information: Professor Clive Palmer at +61 4090 44489 or
send inquires to email@example.com