Western Canadian Coal Closes Loan to Cambrian Mining



    VANCOUVER, Jan. 22 /CNW/ - Western Canadian Coal Corp (TSX: WTN, WTN.WT
and WTN.DB and AIM: WTN) ("Company" or "Western") announces that it has loaned
US$ 36 million ("Loan") to Cambrian Investment Holdings Limited ("CIH"), a
subsidiary of Cambrian Mining Plc (AIM: CBM) ("Cambrian"), the Company's
largest shareholder. The Loan was used to pay off CIH's indebtedness under a
financing facility with Investec Bank (UK) Limited (see January 2, 2009 press
release).
    In addition, under the terms of the Loan, the amount repayable under the
Loan has been reduced by the entire amount owing to Cambrian under a CDN$5
million loan facility provided by Cambrian to Western in September 2007 (see
January 2, 2009 press release).
    The Loan to Cambrian is deemed to be a related party transaction under
Canadian securities laws and under AIM rules. The directors of the Company,
other than Messrs. Byrne and Conlon, having consulted with Cenkos Securities
plc, the Company's nominated adviser ("NOMAD"), consider that the terms of the
Loan are substantially similar to what would be provided to an arm's length
party and that the transaction is fair and reasonable in so far as the
shareholders of the Company are concerned.
    The Directors of Western accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors of Western, (who have taken all reasonable care to ensure that such
is the case), the information not relating to Cambrian contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information. Cenkos Securities plc ("Cenkos"), is
acting for Western and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than Western for
providing the protections afforded to customers of Cenkos nor for providing
advice in relation to the matters referred to in this announcement.

    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the UK Takeover Code, if any person
is, or becomes, "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of Western or of Cambrian, all "dealings" in
any "relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30 pm (London time) on the
London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Western or
Cambrian, they will be deemed to be a single person for the purpose of Rule
8.3. Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings"
in "relevant securities" of Western or of Cambrian by Western or Cambrian, or
by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction. A disclosure table, giving details of the companies in
whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Take over Panel's website at
www.thetakeoverpanel.org.uk.
    "Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities. Terms in quotation
marks are defined in the UK Takeover Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.

    Advisors

    The Board of Directors of Western has established a special committee
(the "Western Committee") of directors that are independent of Cambrian to
consider, negotiate and make a recommendation regarding the transaction to the
Western board of directors. The Western Committee has engaged Cormark
Securities Inc. to provide it with financial advice with respect to the
transaction, including formal valuations of Western and Cambrian. Cenkos
Securities plc is the Company's nominated advisor (NOMAD), broker and
financial advisor. Lawson Lundell LLP and Reynolds Porter Chamberlain LLP are
acting as external legal counsel to Western. Fraser Milner Casgrain LLP is
acting as legal counsel to the Western Committee.

    About Cambrian Mining Plc

    Cambrian Mining Plc is a diversified mining group, headquartered in
London, UK. Cambrian operates in three continents and produces four
commodities. The Group produces metallurgical coal, thermal coal, gold and
antimony from four locations; West Virginia USA, Western Canada, Wales and
Victoria, Australia. Cambrian's customers are located in Asia, Western Europe
and USA. Cambrian actively looks for growth through acquisitions and organic
development. For more information, visit www.cambrianmining.com.

    About Western Canadian Coal

    Western Canadian Coal Corp produces high quality metallurgical coal from
mines located in the northeast of British Columbia. The coal is sold to many
of the top steelmakers in the world. The Company also has interests in various
coal properties in northern and southern British Columbia and a 50% interest
to explore and develop the Belcourt and Saxon group of properties in northern
BC. Currently, these properties provide the company with an estimated 15 years
of coal reserves at current production levels. For more information, please
visit www.westerncanadiancoal.com

    Forward-Looking Information

    This news release contains "forward-looking information" within the
meaning of applicable securities laws. Forward-looking information includes,
but is not limited to, information concerning the proposed business
combination between Western and Cambrian (the "Proposal") and matters relating
thereto. Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects", or "does not
expect", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "does not anticipate", or "believes" or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might", or "will be taken",
"occur", or "be achieved". Forward-looking information is based on the
opinions and estimates of management at the date the information is made, and
is based on a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking information.
Assumptions upon which such forward-looking information is based include,
without limitation, that the shareholders of Western and Cambrian will approve
the Proposal, that all required third party, court, regulatory and
governmental approvals to the Proposal will be obtained and all other
conditions to the making of any offer and/or the completion of the Proposal
will be satisfied or waived. Many of these assumptions are based on factors
and events that are not within the control of Western and Cambrian and there
is no assurance they will prove to be correct. Factors that could cause actual
results to vary materially from results anticipated by such forward-looking
information include changes in market conditions, variations in coal recovery
rates, risks relating to international operations, fluctuating coal prices and
currency exchange rates, changes in project parameters, the possibility of
project cost overruns or unanticipated costs and expenses, labour disputes and
other risks of the mining industry, failure of plant, equipment or processes
to operate as anticipated, the business of the companies not being integrated
successfully or such integration proving more difficult, time consuming or
costly than expected as well as those risk factors discussed in the Annual
Information Form for the year ended March 31, 2008 for Western available on
www.sedar.com and the June 30, 2008 Annual Report for Cambrian. Although
Western and Cambrian have attempted to identify important factors that could
cause actual actions, events or results to differ materially from those
described in forward-looking information, there may be other factors that
cause actions, events or results not to be anticipated, estimated or intended.
There can be no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such information. Western and Cambrian undertake no
obligation to update forward-looking information 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 information.





For further information:

For further information: Western Canadian Coal Corp., David Jan,
Manager, Investor Relations & Corporate Development, Phone: (604) 608-2692,
Email: djan@westerncoal.com; Cenkos Securites plc (NOMAD to the Company),
Nicholas Wells, Ivonne Cantu, Adrian Hargrave, Phone: +44 (0)20 397 8920

Organization Profile

WESTERN COAL CORP.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890