/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES
TORONTO, June 30 /CNW/ - Phoenix Coal Inc. (formerly Marimba Capital
Corp.) ("Phoenix" or the "Corporation") is pleased to announce that it has
closed its previously announced merger transaction (the "Merger Transaction")
involving Phoenix, PX Merger Sub, Inc. and Phoenix Coal Corporation.
Phoenix also announced that all of the escrow release conditions relating
to the offering (the "Offering") of subscription receipts for gross proceeds
of approximately $110,000,000 have been satisfied. The common shares and
warrants underlying the Subscription Receipts have been issued to the holders
of subscription receipts and will begin trading on the Toronto Stock Exchange
("TSX") today under the symbols "PHC" and "PHC.WT", respectively. Upon listing
of the common shares and warrants on the TSX, the common shares of the
Corporation will be delisted from the TSXV.
The net proceeds from the Offering will be used to make the remaining
payment for the acquisition by Phoenix Coal Corporation of PACT Resources,
LLC, for capital expenditures, future exploration and for general corporate
and working capital purposes.
The Corporation is also pleased to announce that it has (i) changed its
name from Marimba Capital Corp. to Phoenix Coal Inc., (ii) consolidated its
shares on the basis of one new common share for every 2.35 existing common
shares held, and (iii) increased the number of directors to seven and
appointed three additional directors, Messrs. Ricky Kirk, Robert Wardell and
John Huxley. Messrs. Robert Wardell (Chairman), John Huxley and John McBride
have been appointed as the members of the Corporation's audit Committee. In
addition, Robert Buchan has been appointed as the new chairman of the board of
directors, David Wiley has been appointed as the new President and Chief
Executive Officer, Dustin Angelo has been appointed as the new Chief Financial
Officer and Corporate Secretary and Matt Haaga has been appointed as the new
Chief Operating Officer of the Corporation. In connection with the Merger
Transaction Messrs. Neil Halldorson and Michael Sadhra have resigned as
directors of the Corporation.
Phoenix is engaged in the exploration, production, acquisition and sale
of coal from the Illinois Basin. The primary customers of Phoenix are electric
utilities and consumers of industrial fuel. The current mining operations of
Phoenix and near term development projects of Phoenix are located in Western
Kentucky, an area that comprises a part of the Illinois Basin. As at December
31, 2007, Phoenix had 113,316,000 tons of measured and indicated resources and
43,652,000 tons of proven and probable coal reserves. During 2007, Phoenix
produced approximately 2.1 million tons of saleable coal from its owned mines.
Information in this press release relating to mineral resources or reserves is
derived from the technical report prepared by Marshall Miller & Associates,
Inc. dated March 5, 2008, entitled "Technical Report on the Coal Properties of
Phoenix Coal Corporation in West Kentucky, USA, for Phoenix Coal Corporation,
Louisville, KY" and is as of December 31, 2007.
The Corporation was a capital pool company. The acquisition of Phoenix
Coal Corporation constituted its Qualifying Transaction as such term is
defined in the policies of the TSX Venture Exchange (the "Exchange"). The
Qualifying Transaction was not a non-arm's length transaction pursuant to the
policies of the Exchange.
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 Phoenix's future plans and operations and are based
on Phoenix's 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 Phoenix'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; Phoenix's inability to
obtain required mine licenses, mine permits and regulatory approvals required
in connection with mining and coal processing operations; 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 labour 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. Phoenix
undertakes no obligation to update forward-looking statements if circumstances
or management's estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place undue
reliance on forward-looking statements.
Neither the TSX Venture Exchange nor the TSX have neither approved nor
disapproved the contents of this press 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.
For further information:
For further information: Phoenix Coal Inc.: David A. Wiley - President
and Chief Executive Officer, Phone: (502) 587-5900