Western Coal Announces Proposal to Acquire Energybuild

/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION/

VANCOUVER, June 9 /CNW/ - The Directors of Western Coal Corp (TSX: WTN, WTN.WT and AIM: WTN) ("Company" or "Western") and Energybuild Group plc Independent Directors are pleased to announce the terms of a recommended proposal ("Proposal") for the acquisition by Western of all the outstanding issued ordinary share capital of Energybuild Group plc ("Energybuild") not already held by the Western. It is intended that the Proposal will be effected by way of a scheme of arrangement ("Scheme") of Energybuild under section 899 of the UK Companies Act 2006.

Summary

    
    -  Under the Proposal, Scheme Shareholders will receive 0.0833 new
       Western Shares for every 1 Energybuild Share held.

    -  The Proposal values the entire issued ordinary share capital of
       Energybuild at approximately (pnds stlg)54.4 million and each
       Energybuild Share at approximately 24.0 pence based on the Closing
       Price of one Western Share of 288 pence on 8 June 2010, being the
       last Dealing Day prior to the date of this announcement.

    -  Based on the Closing Price of one Western Share of 288 pence on
       8 June 2010, being the last Dealing Day prior to the date of this
       announcement, the Proposal represents

       -  a premium of approximately 12.9 per cent. to the Closing Price of
          an Energybuild Share of 21.25 pence on the same day; and

       -  a premium of approximately 26.1 per cent. to the average ratio of
          the Closing Prices of a Western Share and an Energybuild Share for
          the one month prior to the date of this announcement.

    -  The Energybuild Independent Directors, who have been so advised by
       Arbuthnot Securities, consider the terms of the Proposal to be fair
       and reasonable. In providing its advice to them, Arbuthnot Securities
       has taken into account the commercial assessments of the Energybuild
       Independent Directors. Further important background to the
       recommendation is given in the full announcement.

    -  The Energybuild Independent Directors intend unanimously to recommend
       that Energybuild Shareholders vote in favour of the resolution to
       approve the Scheme to be proposed at the Court Meeting and vote in
       favour of the Special Resolution to be proposed at the General
       Meeting.

    -  The Energybuild Independent Directors believe that the Proposal will
       give Energybuild access to the substantial coal mining expertise
       within Western and improve access to finance if required, thus
       underpinning Energybuild's future development while allowing
       Energybuild shareholders to retain their exposure to the coal mining
       industry through an investment in a larger more diversified group.

    -  The Proposal will result in the integration of Energybuild into the
       Western Group, simplifying Western's corporate structure and creating
       the opportunity to apply Western's operational and financial resources
       to develop Energybuild. The Proposal will result in the issuance of
       approximately 8.6 million New Western Shares to Energybuild
       Shareholders representing approximately 3.1 per cent. of Western's
       issued share capital as enlarged by this issue (excluding
       approximately 72.1 million non-voting common shares owned by Cambrian
       Mining Ltd, a wholly-owned subsidiary of Western).

    -  Irrevocable undertakings to vote in favour of the Scheme at the Court
       Meeting and the resolution at the General Meeting have been secured
       from the Energybuild Independent Directors and another Energybuild
       Shareholder in respect of, in aggregate, 26,447,552 Energybuild
       Shares, representing approximately 25.8 per cent. of Energybuild's
       existing issued share capital not already held by the Western Group
       and approximately 11.7 per cent. of Energybuild's total existing
       issued share capital.

    -  Letters of intent to vote in favour of the Scheme at the Court Meeting
       and the resolution at the General Meeting have also been provided by
       certain Energybuild Shareholders in respect of the Energybuild Shares
       held by them as at the record time for the Meetings. These
       shareholdings currently total, in aggregate, 24,700,894 Energybuild
       Shares, representing approximately 24.1 per cent. of Energybuild's
       existing issued share capital not already held by the Western Group
       and approximately 10.9 per cent. of Energybuild's total existing
       issued share capital.

    -  The Proposal will be put to Energybuild Shareholders (other than, in
       the case of the Court Meeting, Western and any member of the Western
       Group) at the Court Meeting and at the General Meeting, which are
       expected to be held during July 2010. To become effective, the Scheme
       must be approved by a majority in number of the holders of Energybuild
       Shares entitled to vote and present and voting at the Court Meeting,
       either in person or by proxy, representing not less than three fourths
       in value of the Scheme Shares that are voted at the Court Meeting. In
       addition, a special resolution implementing the Scheme and sanctioning
       the related reduction of share capital must be passed by Energybuild
       Shareholders representing 75 per cent. of the votes cast at the
       General Meeting.

    -  It is expected that the Scheme Document will be posted during June
       2010 (and in any event within 28 days of this announcement, unless
       otherwise agreed with the Panel) and that the Scheme will become
       effective in August 2010, subject to the satisfaction of the
       Conditions set out in Appendix I.

    -  Cenkos Securities is acting as financial adviser to Western and no
       one else in connection with the Proposal. Arbuthnot is acting as
       financial adviser to Energybuild and no one else in relation to the
       Proposal.
    

Keith Calder, CEO of Western, commented:

"Acquiring 100% of Energybuild fits in with our value accretive growth strategy. With a tremendous coal resource base in which to build Energybuild upon, we believe applying Western's considerable technical and financial strength will help in developing the project faster and achieve shareholder value earlier for Western shareholders."

Colin Cooke, Chairman of Energybuild, commented:

"This Proposal will assure Energybuild's future development by giving it improved access to Western's greater coal expertise and financial resources. Based on current share prices the terms provide a premium for Energybuild shareholders and will allow them to retain their exposure to the coal mining industry".

This summary should be read in conjunction with the full text of the attached announcement of which it forms part (including the Appendices).

Terms used in this summary shall have the meaning given to them in the full announcement. All times referred to are London times unless otherwise stated.

This announcement is not intended to, and does not, constitute or form part of any offer to sell or an invitation to purchase or to subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. The Proposal will be made solely through the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Proposal, including details of how to vote in respect of the Proposal. Any approval or other response to the Proposal should be made only on the basis of the information in the Scheme Document. Energybuild Shareholders are advised to read carefully the formal documentation in relation to the Proposal once it has been dispatched.

The availability of the Proposal to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This announcement has been prepared in accordance with English Law, the Takeover Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The Proposal will be subject to the Takeover Code, and to the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange.

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning the Energybuild Group and the Western Group. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Energybuild and Western assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

Arbuthnot Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Energybuild and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Energybuild for providing the protections afforded to customers of Arbuthnot Securities or for providing advice in relation to the Proposal or any other matters referred to in this announcement.

Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser for Western and no one else in connection with the Proposal and will not be responsible to anyone other than Western for providing the protections afforded to customers of Cenkos Securities or for providing advice in relation to the Proposal or any matters referred to in this announcement.

The Western Directors accept responsibility for the information contained in this announcement other than that relating to Energybuild, the Energybuild Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Western Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Energybuild Directors accept responsibility for the information contained in this announcement which relates to Energybuild, themselves and their immediate families, related trusts and connected persons only, save that only the Energybuild Independent Directors accept responsibility for the recommendation of the Proposal and any opinion attributable to the Energybuild Independent Directors relating to such recommendation contained in this announcement. To the best of the knowledge and belief of the Energybuild Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the Enlarged Group for current or future financial periods will necessarily match or exceed the historical or published earnings per share of Western and/or Energybuild.

Neither the content of Western's or Energybuild's website (or any other website) nor the content of any website accessible from hyperlinks on any such website is incorporated into, or forms part of, this announcement.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.

If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

9 June 2010

    
      Recommended proposal for the acquisition of Energybuild Group Plc
                            by Western Coal Corp.
            to be implemented by means of a scheme of arrangement
             under sections 895 to 899 of the Companies Act 2006
    

1. Introduction

The Energybuild Independent Directors and the Western Directors are pleased to announce that they have reached agreement on the terms of a recommended proposal for the acquisition by Western of all of the outstanding issued ordinary share capital of Energybuild not already held by the Western Group. The Proposal is to be effected by way of a scheme of arrangement of Energybuild which requires approval by the Energybuild Shareholders (other than the Western Group) and the sanction of the Court. Upon the Scheme becoming effective, Scheme Shareholders will receive 0.0833 New Western Shares for every Scheme Share held. No fractions of New Western Shares will be allotted.

2. Summary of the terms of the Proposal

The Proposal is to be effected by way of a UK Court sanctioned scheme of arrangement of Energybuild under section 899 of the UK Companies Act 2006 involving a reduction of capital under section 641 of the UK Companies Act 2006. The Scheme is subject to the Conditions and the further terms set out in Appendix I of this document. If the Scheme becomes effective, the Scheme Shares will be cancelled and Energybuild will become a wholly owned subsidiary of Western.

In consideration for the cancellation of the Scheme Shares, Scheme Shareholders will receive:

    
           0.0833 New Western Shares for every 1 Scheme Share Held
    

The Proposal values the entire issued ordinary share capital of Energybuild at approximately (pnds stlg)54.4 million and each Energybuild Share at approximately 24.0 pence based on the Closing Price of one Western Share of 288 pence on 8 June 2010, being the last Dealing Day prior to the date of this announcement.

Based on the Closing Price of one Western Share of 288 pence on 8 June 2010, being the last Dealing Day prior to the date of this announcement, the Proposal represents:

    
    -  a premium of approximately 12.9 per cent. to the Closing Price of an
       Energybuild Share of 21.25 pence on the same day;

    -  a premium of approximately 26.1 per cent. to the average ratio of the
       Closing Prices of a Western Share and an Energybuild Share for the
       one month prior to the date of this announcement;

    -  a premium of approximately 17.4 per cent. to the average ratio of the
       Closing Prices of a Western Share and an Energybuild Share over the
       six months prior to the date of this announcement; and

    -  a premium of approximately 59.9 per cent. to the price at which
       Energybuild last raised (pnds stlg)14.5 million of new equity in
       December 2009.
    

Assuming no further shares are issued by Energybuild prior to the Scheme becoming effective, implementation of the Scheme would involve the issue by Western of up to approximately 8.6 million New Western Shares for the existing issued Energybuild Shares, excluding those already held by the Western Group. This would represent approximately 3.1 per cent. of Western's issued share capital as enlarged by this issue (excluding the Cambrian Shares which are non-voting), or approximately 2.5 per cent. of Western's issued share capital as enlarged by this issue (including the Cambrian Shares).

The Scheme will become effective upon the sanctioning by the UK Court of the Scheme and of the Reduction of Capital and the delivery to the Registrar of Companies of a copy of the Orders and, in relation to the Reduction of Capital, the registration of such Order by the Registrar of Companies which, subject to the Court's timetable, is expected to occur in August 2010.

Western will be a member of Energybuild on the Effective Date and accordingly there will be no requirement under section 593 of the UK Companies Act 2006 for an independent valuation. As its Energybuild Shares will not be Scheme Shares which will be cancelled under the Proposal, Western is precluded from voting at the Court Meeting and, accordingly, the Energybuild Shares held by Western (and members of the Western Group) will not count towards the majorities required to approve the Scheme. Western will, however, undertake to be bound by the Scheme.

Holders of Options/Warrants

The Scheme Document will contain appropriate information relevant to the holders of Options and Warrants in Energybuild.

3. Irrevocable undertakings and letters of intent

Irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution at the General Meeting have been secured from the Energybuild Independent Directors and another Energybuild Shareholder in respect of, in aggregate, 26,447,552 Energybuild Shares, representing approximately 25.8 per cent. of Energybuild's existing issued share capital not already held by the Western Group and approximately 11.7 per cent. of Energybuild's total existing issued share capital.

Letters of intent to vote in favour of the Scheme at the Court Meeting and the resolution at the General Meeting have also been provided by certain Energybuild Shareholders in respect of the Energybuild Shares held by them as at the record time for the Meetings. These shareholdings currently total, in aggregate, 24,700,894 Energybuild Shares, representing approximately 24.1 per cent. of Energybuild's existing issued share capital not already held by the Western Group and approximately 10.9 per cent. of Energybuild's total existing issued share capital.

Further details of the irrevocable undertakings and letters of intent are set out in Appendix III.

4. Background to and reasons for recommending the Proposal

Despite the progress to date and the Energybuild Independent Directors' continuing confidence in the future, Energybuild remains in a development phase. The Energybuild Independent Directors continue to believe that the Company remains on track to raise production to the targeted rate of 750,000 tonnes by 2013. However, Energybuild's ability to do this successfully and to sell its coal at the prices anticipated depend on many factors. These include the geology encountered in the mine, the ability to implement new production techniques and ramp up production successfully, the outlook for the different end markets for the Company's coal (particularly the steel industry) and the course of future world coal prices. Many of these are outside the Company's control.

Energybuild's ability to raise finance other than through an issue of new equity or an equity-linked instrument remains limited. Although its plans do not currently envisage a need for additional finance, adverse events could force the need to scale back development or raise additional funding at some stage. The Company's last fundraising in December 2009 was successfully concluded with the support of Western. If additional capital was to be required at some future stage, there can be no assurance that such finance would be forthcoming or forthcoming on acceptable terms.

If approved, the Proposal will give the Company access to the substantial coal mining expertise available within Western and improve access to finance if required. At the same time Western's greater size and ability to absorb the impact of unexpected events should allow Energybuild to accelerate the development of the Aberpergwm mine.

Western currently owns 54.7 per cent. of Energybuild's issued share capital. The Proposal offers Energybuild Shareholders the opportunity to retain their exposure to the coal mining industry and to exchange their Energybuild Shares for more liquid, albeit more volatile, Western shares The proposed terms represent a premium of approximately 12.9 per cent. to the ratio of the Closing Prices of Western Shares and Energybuild Shares on 8 June 2010, being the last Dealing Day prior to the date of this announcement, and a premium of approximately 17.4 per cent. to the average ratio of the Closing Prices of Western Shares and Energybuild Shares over the six months prior to the date of this announcement.

5. Recommendation

The Energybuild Independent Directors, having been so advised by Arbuthnot Securities, consider the terms of the Proposal to be fair and reasonable. In providing its advice to the Energybuild Independent Directors, Arbuthnot Securities has taken into account the commercial assessments of the Energybuild Independent Directors.

The Energybuild Independent Directors intend unanimously to recommend that (i) Energybuild Shareholders (excluding Western and members of the Western Group) vote in favour of the resolution to approve the Scheme to be proposed at the Court Meeting and (ii) Energybuild Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting.

As an officer of Western and a director of Energybuild, Braam Jonker is deemed to be a non-independent director of Energybuild and consequently will not vote on any resolutions of the Energybuild Independent Directors to recommend the Proposal.

Energybuild Shareholders considering voting in favour of the Scheme are referred to the investment considerations which will be set out in the Scheme Document. If you are in any doubt as to the action you should take, you should seek your own financial advice from an independent financial adviser.

6. Information on Energybuild

Energybuild is an AIM quoted developer and producer of Welsh anthracite and surface mined coal. The Company is presently developing the Aberpergwm mine and adjoining underground anthracite coal reserves and resources located in the Neath and Dulais Valleys of South Wales. The mine has a proven and probable coal reserve of 6.8 million tonnes and estimated recoverable inferred coal resource of 36.9 million tonnes. Energybuild also operates the nearby Nant y Mynydd and Forest Quarry surface opencast coal and stone mining areas and has identified further possible opencast sites within the Aberpergwm surface lease for potential development.

In its audited results for the nine months to 31 March 2010 announced this morning, Energybuild reported a profit before tax of (pnds stlg)0.2 million (year to 30 June 2009: (pnds stlg)1.9 million) on revenues of (pnds stlg)6.8 million (year to 30 June 2009: (pnds stlg)16.4 million) and earnings per share of 0.08p (year to 30 June 2009: 1.0131p). As at 31 March 2010 Energybuild had audited net assets of (pnds stlg)33.8 million and net cash and cash equivalents of (pnds stlg)5.0 million. Further financial information in relation to Energybuild will be included in the Scheme Document.

7. Information on Western

Western is a producer of high quality metallurgical and thermal coal from mines in northeast British Columbia (Canada) and West Virginia (USA). Over the next three years, Western has organic growth plans to produce over 10 million tonnes per year. Western has a 20+ year coal reserve base.

The coal properties in British Columbia have over 127 million tonnes of reserves and over 230 million tonnes of resources. The coal properties in West Virginia have over 47 million tons (short) of reserves and 92 million tons (short) of resources.

Western's British Columbia mines are:

    
    -  Perry Creek Mine on the Wolverine property is a surface mine that has
       the potential to produce 2.0 Mt/a of hard coking coal.

    -  Brule Mine on the Brazion property is a surface mine that has the
       potential to produce 2.0 Mt/a.

    -  Willow Creek Mine on the Brazion property is a surface mine that has
       the potential to currently produce 0.9 Mt/a of low-vol PCI. The
       current mine plan is under review with plans to increase production
       to over 1.8 Mt/a of both low-vol PCI and hard coking coal.

    -  Western also has a 50% joint venture interest in the Belcourt-Saxon
       properties. A technical report has been completed on the Belcourt
       property which indicates that property can support production of at
       least 4.0 Mt/a. Further studies on the Saxon property will be
       required.
    

Western's West Virginia mines are:

    
    -  Maple Coal operates both a surface and an underground mine, which
       combined have the capacity to produce over 2.0 million short tons per
       year. The underground mine produces coking coal, while the surface
       mine produces thermal coal.

    -  Gauley Eagle operates both a surface and an underground mine, which
       combined have the capacity to produce 1.5 million short tons per year.
       The underground mine produces semi-soft coking coal, while the surface
       mine produces thermal coal.
    

For the nine months ended 31 December 2009 Western reported net income of C$29.6 million on sales of C$302.0 million and basic earnings per share of C$0.13. Western reported net income of C$214.5 million on sales of C$586.1 million and basic earnings per share of C$1.17. Financial information on Western will be included in the Scheme Document.

Western expects to report its audited results for the year to 31 March 2010 on 10 June 2010.

8. Management and employees

The board of directors of Western has given assurances to the board of directors of Energybuild that, following the Scheme becoming effective, the existing employment rights of all management and employees of the Energybuild Group will be fully safeguarded. There are no plans to change the principal office location of Energybuild.

9. Structure of the Scheme

The Proposal is to be effected by way of a scheme of arrangement. The Scheme is an agreement between Energybuild and the holders of Scheme Shares (as defined in the Scheme) under section 899 of the Companies Act 2006 and is subject to the sanction of the Court.

It is proposed that, under the Scheme, all the Scheme Shares in issue prior to the Voting Record Time will be cancelled and that the reserve arising from such cancellation will be applied in paying up in full a number of new Energybuild Shares (having the same aggregate nominal value as is equal to the aggregate nominal value of the Scheme Shares cancelled) and issuing them to Western in consideration for which the holders of the cancelled Scheme Shares will receive New Western Shares on the basis set out below. Any further Scheme Shares issued before the Scheme Record Time and in respect of which the holders are or have consented to be bound by the Scheme will also be subject to the Scheme.

Scheme Shareholders who are on the register of members of Energybuild at the Scheme Record Time will receive 0.0833 New Western Shares for every 1 Energybuild Share. No fractions of New Western Shares will be allotted.

Energybuild Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Articles be amended so that Energybuild Shares issued after the Scheme Record Time (other than to Western or a nominee of Western) will be automatically acquired by Western or a nominee of Western on the same terms as under the Scheme.

Any Energybuild Shares issued to holders of Options and Warrants on exercise of their Options and Warrants after the Scheme Record Time will not be included in the Scheme and such holders of Options or Warrants will not be bound by the Scheme. The amendments to the Articles to be proposed at the General Meeting will provide that any person acquiring Energybuild Shares after the Scheme Record Time will be required to transfer them to Western on the basis that they will receive the same number of New Western Shares to which they would have been entitled had their shares been subject to the Scheme.

It is expected that the Scheme will become effective in August 2010. The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this document. In particular, the Scheme requires the approval of Energybuild Shareholders (other than Western and members of the Western Group) by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of the Energybuild Shareholders entitled to vote and present and voting, either in person or by proxy, representing not less than three fourths in value of the Energybuild Shares held by such Energybuild Shareholders.

Implementation of the Scheme will also require the passing of the Special Resolution (requiring the approval of Energybuild Shareholders representing at least 75 per cent. of the votes cast at the General Meeting, which will be held immediately after the Court Meeting).

Following the Meetings, the Scheme and the related Reduction of Capital must be sanctioned by the Court and will only become effective upon delivery to the Registrar of Companies of a copy of the Order sanctioning the Scheme and, in relation to the Reduction of Capital, the registration of such Order by the Registrar of Companies.

If the Scheme becomes effective, the terms will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the General Meeting.

10. Cancellation of admission of Energybuild Shares to trading on AIM

Prior to, and subject to, the Scheme becoming effective, the London Stock Exchange will be requested to cancel trading in Energybuild Shares on AIM. The last day for dealings in Energybuild Shares on the AIM market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. on that date.

On the Effective Date, share certificates in respect of the Energybuild Shares will cease to be valid and should be destroyed. In addition, entitlements to Energybuild Shares held within the CREST system will be cancelled on the Effective Date.

Upon completion of the Proposal, Western Shares will continue to be admitted to trading on AIM and listed on the Toronto Stock Exchange.

11. Disclosure of interests in Energybuild

As at the close of business on 8 June 2010, being the last practicable Business Day prior to the date of this announcement, the Western Group held 124,006,667 ordinary shares in Energybuild, representing 54.7 per cent. of the issued share capital of Energybuild.

Save as referred to above, none of Western (nor any of the Western Directors), nor, so far as Western is aware, any person deemed to be acting in concert with Western, has any interest in or right to subscribe for any Energybuild Shares or any securities convertible or exchangeable into Energybuild Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect of, or has any option to acquire, any Energybuild Shares or has entered into any derivatives referenced to Energybuild Shares ("Relevant Energybuild Securities") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Energybuild Securities (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor does any such person have any arrangement in relation to Relevant Energybuild Securities. An "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Energybuild Securities which may be an inducement to deal or refrain from dealing in such securities.

"Interests in securities" is further explained in the paragraph headed Disclosure requirements of the Takeover Code in the summary to this Announcement.

Western confirms that it will today be making an Opening Position Disclosure pursuant to Rule 8.1(a) of the Takeover Code.

12. Overseas shareholders

The making of the Proposal in, or to persons resident in, or to nationals or citizens of, jurisdictions outside the United Kingdom or to nominees of, or custodians or trustees for, citizens or nationals of other countries ("Overseas Shareholders") may be prohibited or affected by the laws of the relevant jurisdictions.

Overseas Shareholders should inform themselves about, and observe, any applicable requirements in the relevant jurisdiction. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such Overseas Shareholder will be responsible for any such issue, transfer or other taxes or duties by whomsoever payable and Western and/or Energybuild (and any person acting on behalf of Western or Energybuild) shall be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes or duties or other requisite payments as Western and/or Energybuild (and any person acting on behalf of Western or Energybuild) may be required to pay.

Further details in relation to overseas shareholders will be contained in the Scheme Document.

13. Issued share capital

As at close of business on 8 June 2010, Energybuild confirms that it has 226,666,667 ordinary shares in issue (ISIN reference number GB00B1Z47571).

As at close of business on 8 June 2010, Western confirms that it has 336,359,383 shares in issue (including 72,122,826 Western Shares owned by Cambrian Mining Ltd, a wholly-owned subsidiary of Western) (ISIN reference number CA95801T1075).

Western is being advised by Cenkos Securities and its legal advisers are Trowers & Hamlins LLP. Energybuild is being advised by Arbuthnot Securities and its legal advisers are Charles Russell LLP.

14. General

This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase, otherwise acquire, subscribe, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise. The Proposal will be made solely through the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Proposal, including details of how to vote in respect of the Proposal. Any acceptance of or other response to the Proposal should be made only on the basis of the information in the Scheme Document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, the companies involved in the Proposal disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with English law, the Takeover Code and the AIM Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning the Energybuild Group and the Western Group. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Energybuild and Western assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Western and no one else in connection with the Proposal and will not be responsible to anyone other than Western for providing the protections afforded to customers of Cenkos Securities, nor for providing advice in relation to the Proposal or any other matters referred to in this announcement.

Arbuthnot Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority in the UK, is acting for Energybuild and no one else in connection with the Proposal and will not be responsible to anyone other than Energybuild for providing the protections afforded to customers of Arbuthnot Securities nor for providing advice in relation to the Proposal or any other matters referred to in this announcement.

The Proposal will be subject to the Conditions and certain further terms set out in Appendix I and the further terms and conditions set out in the Scheme Document when issued.

The bases and sources of certain information contained in this Announcement are set out in Appendix II.

Appendix III contains details of those persons who have given irrevocable undertakings or letters of intent to vote in favour of the Proposal.

Appendix IV contains the definitions of terms used in this announcement.

In accordance with Rule 19.11 of the Takeover Code and AIM Rule 26, a copy of this Announcement will be published on the following websites: www.energybuild.co.uk and www.westerncoal.com

    
                                 Appendix I

                 Conditions to Implementation of the Proposal

    1.  The Proposal is conditional upon the Scheme becoming unconditional
        and becoming effective, subject to the Takeover Code, by not later
        than 30 September 2010 or such later date (if any) as Energybuild and
        Western may, with the consent of the Panel, agree and the Court may
        allow. The Scheme is conditional upon:

        (a)   the approval by a majority in number of the holders of
              Energybuild Shares entitled to vote and present and voting,
              either in person or by proxy, at the Court Meeting (or any
              adjournment thereof), representing three fourths in value of
              the Energybuild Shares of such holders;

        (b)   the resolutions set out in the notice of the General Meeting
              required to approve and implement the Scheme being duly passed
              by the requisite majority at the General Meeting (or any
              adjournment thereof);

        (c)   the Court Sanction being obtained (with or without
              modifications, but subject to any such modifications being on
              terms acceptable to Energybuild and Western) and a copy of the
              Order being delivered for registration to the Registrar of
              Companies;

        (d)   confirmation of the Reduction of Capital by the Court (with or
              without modification, but subject to any such modifications
              being on terms acceptable to Energybuild and Western), and a
              copy of the Reduction Court Order and a minute of such
              reduction attached thereto being filed with the Registrar of
              Companies and registered by him; and

        (e)   admission of the New Western Shares to trading on AIM becoming
              effective in accordance with the AIM Rules or if Western so
              determines (subject to the consent of the Panel) the London
              Stock Exchange agreeing to admit such shares to trading on AIM
              subject to the allotment of such New Western Shares and/or the
              Scheme becoming or being declared unconditional in all
              respects;

        (f)   permission being granted for the admission of the New Western
              Shares to listing and posting for trading on the TSX.

    2.  Western and Energybuild have also agreed that, subject to sections 3
        and 4 below, the Scheme is conditional upon the following matters,
        and, accordingly, the necessary action to make the Scheme effective
        will not be taken unless such Conditions (as amended if appropriate)
        have been satisfied or waived:

        (a)   Authorisations

              (i)      all Authorisations in any jurisdiction which Western
                       or Energybuild reasonably deem necessary for or in
                       respect of the Proposal, its implementation or any
                       acquisition of any shares in Energybuild or any other
                       member of the Wider Energybuild Group by any member of
                       the Wider Western Group having been obtained in terms
                       and in a form satisfactory to Western and Energybuild
                       acting reasonably from any relevant person or
                       authority or from any person or body with whom any
                       member of the Wider Energybuild Group or Wider Western
                       Group has entered into contractual arrangements (which
                       are material in the context of the Western Group or
                       the Energybuild Group, as applicable) and all such
                       Authorisations remaining in full force and effect and
                       there being no intimation of any intention to revoke
                       or not renew the same; and

              (ii)     all material Authorisations necessary to carry on the
                       business of (a) any member of the Wider Energybuild
                       Group and (b) any member of the Wider Western Group
                       remaining in full force and effect and there being no
                       notification of any intention to revoke or not to
                       renew the same; and

              (iii)    all necessary filings, or applications having been
                       made and all applicable waiting and other periods
                       (including extensions of such periods) having expired,
                       lapsed or been terminated and all applicable statutory
                       or regulatory obligations in any jurisdiction in
                       respect of the Proposal having been complied with, in
                       each case, in respect of the acquisition of any shares
                       in Energybuild by Western.

        (b)   Regulatory Intervention

              Save as Disclosed, no government or governmental, quasi-
              governmental, supranational, statutory or regulatory body or
              association, institution or agency (including any trade agency)
              or any court or other body (including any professional or
              environmental body) or person in any relevant jurisdiction
              (each a "Relevant Authority") having taken, instituted,
              implemented or threatened any legal proceedings, or having
              required any action to be taken or otherwise having done
              anything or having enacted, made or proposed any statute,
              regulation, order or decision or taken any other step and there
              not continuing to be outstanding any statute, regulation, order
              or decision that would or might reasonably be expected to (in
              each case to an extent which is material and adverse in the
              context of the Wider Energybuild Group or the Wider Western
              Group (as the case may be) taken as a whole):

              (i)      make the Proposal, its implementation or the
                       acquisition or proposed acquisition of any shares in,
                       or management of, the Wider Energybuild Group by
                       Western illegal, void or unenforceable under the laws
                       of any relevant jurisdiction; or

              (ii)     prevent, prohibit or otherwise restrict, restrain,
                       delay or interfere with the implementation of, or
                       impose additional conditions or obligations with
                       respect to or otherwise challenge or require amendment
                       of, the Proposal or the proposed acquisition of
                       Energybuild by Western or any acquisition of
                       Energybuild Shares by Western; or

              (iii)    require, prevent or delay the divestiture (or alter
                       the terms of any proposed divestiture), by Western of
                       any shares or other securities in Energybuild; or

              (iv)     impose any limitation on the ability of any member of
                       the Wider Western Group to acquire or hold or exercise
                       effectively, directly or indirectly, any rights of
                       ownership of shares or other securities or the
                       equivalent in any member of the Wider Energybuild
                       Group or to exercise management control over any
                       member of the Wider Energybuild Group taken as a
                       whole; or

              (v)      require, prevent or delay the disposal by Western or
                       any member of the Wider Western Group or Energybuild
                       or any member of the Wider Energybuild Group, of all
                       or any part of their respective businesses, assets or
                       properties or impose any limitation on the ability of
                       any of them to conduct their respective businesses or
                       own their respective assets or properties; or

              (vi)     require any member of the Wider Western Group to offer
                       to acquire any shares or other securities (or the
                       equivalent) in any member or any other assets of the
                       Wider Energybuild Group owned by any third party (in
                       each case, other than in implementation of the
                       Proposal); or

              (vii)    impose any material limitation on the ability of any
                       member of the Wider Western Group or the Wider
                       Energybuild Group to integrate or co-ordinate its
                       business, or any part of it, with the businesses or
                       any part of the businesses of any other member of the
                       Wider Energybuild Group; or

              (viii)   result in any member of the Wider Western Group or the
                       Wider Energybuild Group ceasing to be able to carry on
                       business under any name under which it presently does
                       so; or

              (ix)     (save as related to matters that generally affect
                       entities conducting similar businesses) otherwise
                       adversely affect any or all of the businesses, assets
                       or financial condition or trading position or profits
                       or prospects of any member of the Wider Energybuild
                       Group;

              and all applicable waiting and other time periods during which
              any such Relevant Authority in any relevant jurisdiction could
              institute, or implement or threaten any legal proceedings,
              having expired, lapsed or been terminated.

        (c)   Consequences of the Proposal

              Save as Disclosed, there being no provision of any agreement to
              which any member of the Wider Energybuild Group is a party, or
              by or to which any such member, or any part of their assets, is
              or may be bound, entitled or subject, which would as a
              consequence of the Proposal or of the acquisition or proposed
              acquisition of all or any part of the issued share capital of,
              or change of management of, Energybuild or any other member of
              the Energybuild Group result in (in each case to an extent
              which is material and adverse in the context of the Wider
              Energybuild Group taken as a whole):

              (i)      any material assets or interests of any member of the
                       Wider Energybuild Group being or failing to be
                       disposed of or charged in any way or ceasing to be
                       available to any member of the Wider Energybuild Group
                       or any rights arising under which any such asset or
                       interest could be required to be disposed of or
                       charged in any way or could cease to be available to
                       any member of the Wider Energybuild Group; or

              (ii)     any monies borrowed by, or other indebtedness (actual
                       or contingent) of, or any grant available to, any
                       member of the Wider Energybuild Group being or
                       becoming repayable or capable of being declared
                       repayable immediately or earlier than the repayment
                       date stated in such agreement or the ability of such
                       member of the Wider Energybuild Group to incur any
                       such borrowing or indebtedness becoming or being
                       capable of becoming withdrawn, inhibited or
                       prohibited; or

              (iii)    any such agreement or the rights, liabilities,
                       obligations or interests of any such member under it
                       being terminated or materially and adversely modified
                       or affected or any onerous obligation arising or any
                       material adverse action being taken under it; or

              (iv)     the interests or business of any such member in or
                       with any third party (or any arrangements relating to
                       any such interests or business) being terminated or
                       adversely modified or affected; or

              (v)      the financial or trading position or prospects or
                       value of any member of the Wider Energybuild Group
                       being materially prejudiced or materially and
                       adversely affected; or

              (vi)     the creation of any mortgage, charge or other security
                       interest over the whole or any part of the business,
                       property or assets of any member of the Wider
                       Energybuild Group or any such security (whenever
                       arising or having arisen) becoming enforceable or
                       being enforced; or

              (vii)    any member of the Wider Energybuild Group ceasing to
                       be able to carry on business under any name under
                       which or on the terms on which it currently does so or
                       any person presently not able to carry on business
                       under any name under which any member of the Wider
                       Energybuild Group currently carries on business
                       becoming able to do so; or

              (viii)   the creation of actual or contingent material
                       liabilities by any member of the Wider Energybuild
                       Group other than in the ordinary course of trading; or

              (ix)     the ability of any member of the Wider Energybuild
                       Group to carry on its business being materially and
                       adversely affected,

              and no event having occurred which, under any provision of any
              such agreement to which any member of the Wider Energybuild
              Group is a party, or by or to which any such member, or any of
              its assets, may be bound, entitled or subject above, could
              result in any of the events or circumstances as are referred to
              in sub-paragraphs (i) to (ix) above inclusive.

        (d)   No Corporate Action Taken Since the Accounting Date
              (Energybuild)

              Since the Accounting Date, save as otherwise Disclosed or
              pursuant to transactions in favour of Energybuild or a
              subsidiary of Energybuild or in connection with the Proposal,
              no member of the Wider Energybuild Group having (in each case
              to an extent which is material and adverse in the context of
              the Wider Energybuild Group taken as a whole):

              (i)      issued or agreed to issue or authorised or proposed
                       the issue or grant of additional shares of any class
                       or securities convertible into or exchangeable for, or
                       rights, warrants or options to subscribe for or
                       acquire, any such shares or convertible securities
                       (save for the issue of Energybuild Shares on the
                       exercise of Disclosed Energybuild share options or
                       warrants or pursuant to the Employee Share Plan); or

              (ii)     redeemed, purchased, repaid or reduced or announced
                       the redemption, purchase, repayment or reduction of
                       any part of its share capital or other securities or
                       made, authorised or proposed or announced the making
                       of any other change to its share or loan capital; or

              (iii)    recommended, declared, paid or made or proposed to
                       recommend, declare, pay or make any dividend, bonus
                       issue or other distribution whether payable in cash or
                       otherwise, other than dividends lawfully paid to
                       Energybuild or wholly owned subsidiaries of
                       Energybuild; or

              (iv)     (save for transactions between two or more members of
                       the Energybuild Group) merged or demerged with or
                       from, or acquired, any body corporate or authorised or
                       proposed or announced any intention to propose any
                       such merger or demerger; or

              (v)      other than in the ordinary course of business,
                       acquired or disposed of, transferred, mortgaged or
                       charged, or created or granted any security interest
                       over, any material assets (including shares and trade
                       investments) or authorised or proposed or announced
                       any intention to propose any acquisition, disposal,
                       transfer, mortgage, charge or creation or grant of any
                       such security interest; or

              (vi)     (save for transactions between two or more members of
                       the Energybuild Group) issued or authorised or
                       proposed the issue of any debentures or incurred or
                       increased any borrowings, indebtedness or liability
                       (actual or contingent); or

              (vii)    entered into or varied, or authorised or proposed the
                       entry into or variation of, or announced its intention
                       to enter into or vary, any transaction, arrangement,
                       contract or commitment (whether in respect of capital
                       expenditure or otherwise) which is of a long term,
                       onerous or unusual nature or magnitude and/or which is
                       restrictive to the existing business of any member of
                       the Wider Energybuild Group (other than to a nature
                       and extent which is normal in the context of the
                       business concerned) which is in any such case material
                       in the context of the Wider Energybuild Group taken as
                       a whole; or

              (viii)   entered into, implemented, effected, authorised or
                       proposed or announced its intention to enter into,
                       implement, effect, authorise or propose any material
                       contract, reconstruction, amalgamation, scheme,
                       commitment or other transaction or arrangement other
                       than in the ordinary course of business; or

              (ix)     waived or compromised any material claim (other than
                       in the ordinary course of business); or

              *      entered into or varied or made any offer (which
                       remains open for acceptance) to enter into or vary the
                       terms of any material contract with any of the
                       directors or senior executives of Energybuild or any
                       of the directors or senior executives of any other
                       member of the Wider Energybuild Group; or

              (xi)     taken or proposed any corporate action or had any
                       legal proceedings instituted or threatened against it
                       or petition presented for its winding-up (voluntary or
                       otherwise), dissolution or reorganisation or for the
                       appointment of a receiver, administrator,
                       administrative receiver, trustee or similar officer of
                       all or any material part of its assets and revenues or
                       for any analogous proceedings or steps in any
                       jurisdiction or for the appointment of any analogous
                       person in any jurisdiction; or

              (xii)    been unable, or admitted in writing that it is unable,
                       to pay its debts or has stopped or suspended (or
                       threatened to stop or suspend) payment of its debts
                       generally or ceased or threatened to cease carrying on
                       all or a substantial part of its business; or

              (xiii)   made any material alteration to its memorandum or
                       articles of association, or other incorporation
                       documents; or

              (xiv)    entered into any agreement or passed any resolution or
                       made any offer (which remains open for acceptance) or
                       proposed or announced any intention with respect to
                       any of the transactions, matters or events referred to
                       in this condition 2(d) other than in the ordinary
                       course of business.

        (e)   Other Events Since the Accounting Date (Energybuild)

              In the period since the Accounting Date, save as Disclosed:

              (i)      no litigation or arbitration proceedings, prosecution,
                       investigation or other legal proceedings having been
                       announced, instituted, threatened or remaining
                       outstanding by, against or in respect of, any member
                       of the Wider Energybuild Group or to which any member
                       of the Wider Energybuild Group is or may become a
                       party (whether as claimant, defendant or otherwise)
                       which in any case, would be likely to have a material
                       adverse effect on the financial position of the Wider
                       Energybuild Group; and

              (ii)     no event, change or condition has occurred or become
                       known to Energybuild in the business or assets or
                       financial or trading position, assets, liabilities or
                       profits or prospects of any member of the Wider
                       Energybuild Group which is material in the context of
                       the Wider Energybuild Group taken as a whole; and

              (iii)    no enquiry or investigation by, or complaint or
                       reference to, any relevant person or authority against
                       or in respect of any member of the Wider Energybuild
                       Group having been threatened, announced, implemented
                       or instituted or remaining outstanding by, against or
                       in respect of, any member of the Wider Energybuild
                       Group which in any case, would be likely to have a
                       material adverse effect on the financial position of
                       the Wider Energybuild Group taken as a whole; and

              (iv)     no contingent or other liability having arisen or
                       become apparent or increased which in any case, would
                       be likely to have a material adverse effect on the
                       financial position of the Wider Energybuild Group
                       taken as a whole.

        (f)   No Corporate Action Taken Since the Accounting Date (Western)

              Since the Accounting Date, save as otherwise Disclosed or
              pursuant to transactions in favour of Western or a wholly owned
              subsidiary of Western in connection with the Proposal, no
              member of the Wider Western Group having (in each case to an
              extent which is material and adverse in the context of the
              Wider Western Group taken as a whole):

              (i)      issued or agreed to issue or authorised or proposed
                       the issue or grant of additional shares of any class
                       or securities convertible into or exchangeable for, or
                       rights, warrants or options to subscribe for or
                       acquire, any such shares or convertible securities
                       (save for the issue of Western Shares on the exercise
                       of Disclosed Western options or warrants; or

              (ii)     redeemed, purchased, repaid or reduced or announced
                       the redemption, purchase, repayment or reduction of
                       any part of its share capital or other securities or
                       made authorised or proposed or announced the making of
                       any other change to its share or loan capital; or

              (iii)    recommended, declared, paid or made or proposed to
                       recommend, declare, pay or make any dividend, bonus
                       issue or other distribution whether payable in cash or
                       otherwise, other than dividends lawfully paid to
                       Western or wholly owned subsidiaries of Western; or

              (iv)     (save for transactions between two or more members of
                       the Western Group) merged or demerged with or from, or
                       acquired, any body corporate or authorised or proposed
                       or announced any intention to propose any such merger
                       or demerger; or

              (v)      other than in the ordinary course of business acquired
                       or disposed of, transferred, mortgaged or charged, or
                       created or granted any security interest over, any
                       material assets (including shares and trade
                       investments) or authorised or proposed or announced
                       any intention to propose any acquisition, disposal,
                       transfer, mortgage, charge or creation or grant of any
                       such security interest; or

              (vi)     (save for transactions between two or more members of
                       the Western Group) issued or authorised or proposed
                       the issue of any debentures or incurred or increased
                       any borrowings, indebtedness or liability (actual or
                       contingent); or

              (vii)    entered into or varied, or authorised or proposed the
                       entry into or variation of, or announced its intention
                       to enter into or vary, any transaction, arrangement,
                       contract or commitment (whether in respect of capital
                       expenditure or otherwise) which is of a long term,
                       onerous or unusual nature or magnitude and/or which is
                       restrictive to the existing business of any member of
                       the Wider Western Group (other than to a nature and
                       extent which is normal in the context of the business
                       concerned) which is in any such case material in the
                       context of the Wider Western Group taken as a whole;
                       or

              (viii)   entered into, implemented, effected, authorised or
                       proposed or announced its intention to enter into,
                       implement, effect, authorise or propose any material
                       contract, reconstruction, amalgamation, scheme,
                       commitment or other transaction or arrangement other
                       than in the ordinary course of business; or

              (ix)     waived or compromised any material claim (other than
                       in the ordinary course of business); or

              *      entered into or varied or made any offer (which
                       remains open for acceptance) to enter into or vary the
                       terms of any material contract with any of the
                       directors or senior executives of Western or any of
                       the directors or senior executives of any other member
                       of the Wider Western Group; or

              (xi)     taken or proposed any corporate action or had any
                       legal proceedings instituted or threatened against it
                       or petition presented for its winding-up (voluntary or
                       otherwise), dissolution or reorganisation or for the
                       appointment of a receiver, administrator,
                       administrative receiver, trustee or similar officer of
                       all or any material part of its assets and revenues or
                       for any analogous proceedings or steps in any
                       jurisdiction or for the appointment of any analogous
                       person in any jurisdiction; or

              (xii)    been unable, or admitted in writing that it is unable,
                       to pay its debts or has stopped or suspended (or
                       threatened to stop or suspend) payment of its debts
                       generally or ceased or threatened to cease carrying on
                       all or a substantial part of its business; or

              (xiii)   made any material alteration to its notice of
                       articles, or articles or other incorporation
                       documents; or

              (xiv)    entered into any agreement or passed any resolution or
                       made any offer (which remains open for acceptance) or
                       proposed or announced any intention with respect to
                       any of the transactions, matters or events referred to
                       in this condition 2(f) other than in the ordinary
                       course of business.

        (g)   Other Events Since the Accounting Date (Western)

              In the period since the Accounting Date, save as Disclosed:

              (i)      no litigation or arbitration proceedings, prosecution,
                       investigation or other legal proceedings having been
                       announced, instituted, threatened or remaining
                       outstanding by, against or in respect of, any member
                       of the Wider Western Group or to which any member of
                       the Wider Western Group is or may become a party
                       (whether as claimant, defendant or otherwise) which in
                       any case, would be likely to have a material adverse
                       effect on the financial position of the Wider Western
                       Group; and

              (ii)     no event, change or condition has occurred or become
                       known to Western in the business or assets or
                       financial or trading position, assets, liabilities or
                       profits or prospects of any member of the Wider
                       Western Group which is material in the context of the
                       Wider Western Group taken as a whole; and

              (iii)    no enquiry or investigation by, or complaint or
                       reference to, any relevant person or authority against
                       or in respect of any member of the Wider Western Group
                       having been threatened, announced, implemented or
                       instituted or remaining outstanding by, against or in
                       respect of, any member of the Wider Western Group
                       which in any case, would be likely to have a material
                       adverse effect on the financial position of the Wider
                       Western Group taken as a whole; and

              (iv)     no contingent or other liability having arisen or
                       become apparent or increased which in any case, would
                       be likely to have a material adverse effect on the
                       financial position of the Wider Western Group taken as
                       a whole.

        (h)   Other Issues (Energybuild)

              Save as Disclosed, Western not having discovered that (in each
              case to an extent which is material and adverse in the context
              of the Wider Energybuild Group taken as a whole):

              (i)      the financial, business or other information disclosed
                       at any time by any member of the Wider Energybuild
                       Group whether publicly or in the context of the
                       Proposal either contained a material misrepresentation
                       of fact or omitted to state a fact necessary to make
                       the information disclosed not misleading in any
                       material respect; or

              (ii)     any past or present member of the Wider Energybuild
                       Group has failed to comply with any applicable
                       legislation or regulations of any relevant
                       jurisdiction with regard to the release of any
                       contaminant, or that there has otherwise been any such
                       release (whether or not the same constituted
                       noncompliance by any person with any such legislation
                       or regulation, and wherever the same may have taken
                       place), any of which would be reasonably likely to
                       give rise to any liability (whether actual or
                       contingent) or cost on the part of any member of the
                       Wider Energybuild Group which is material in the
                       context of the Wider Energybuild Group taken as a
                       whole; or

              (iii)    there is or is reasonably likely to be any liability
                       (whether actual or contingent) to make good, repair,
                       reinstate or clean up any property now or previously
                       owned, occupied, operated or made use of or controlled
                       by any past or present member of the Wider Energybuild
                       Group, or in which any such member may now have or
                       previously had an interest under any environmental law
                       or order of any relevant person or third party or
                       otherwise and which is material in the context of the
                       Wider Energybuild Group taken as a whole.

        (i)   Other Issues (Western)

              Save as Disclosed, Energybuild not having discovered that (in
              each case to an extent which is material and adverse in the
              context of the Wider Western Group taken as a whole):

              (i)      the financial, business or other information disclosed
                       at any time by any member of the Wider Western Group,
                       whether publicly or in the context of the Proposal
                       either contained a material misrepresentation of fact
                       or omitted to state a fact necessary to make the
                       information disclosed not misleading in any material
                       respect; or

              (ii)     any past or present member of the Wider Western Group
                       has failed to comply with any applicable legislation
                       or regulations of any relevant jurisdiction with
                       regard to the release of any contaminant, or that
                       there has otherwise been any such release (whether or
                       not the same constituted noncompliance by any person
                       with any such legislation or regulation, and wherever
                       the same may have taken place), any of which would be
                       reasonably likely to give rise to any liability
                       (whether actual or contingent) or cost on the part of
                       any member of the Wider Western Group which is
                       material in the context of the Wider Western Group
                       taken as a whole; or

              (iii)    there is or is reasonably likely to be any liability
                       (whether actual or contingent) to make good, repair,
                       reinstate or clean up any property now or previously
                       owned, occupied, operated or made use of or controlled
                       by any past or present member of the Wider Western
                       Group, or in which any such member may now have or
                       previously had an interest under any environmental law
                       or order of any relevant person or third party or
                       otherwise and which is material in the context of the
                       Wider Western Group taken as a whole.

    3.  Subject to the requirements of the Panel, Western reserves the right
        to waive all or any of the Conditions contained in paragraphs 2(a); 2
        (b) and 2(c); 2(d); 2(e); and 2(h), in whole or in part.

    4.  Subject to the requirements of the Panel, Energybuild reserves the
        right to waive all or any of the Conditions contained in paragraphs 2
        (a); 2(b) and 2(c); 2(f); 2(g); and 2(i), in whole or in part.

    5.  The Proposal is governed by English law and is subject to the
        jurisdiction of the English courts. The rules of the Takeover Code,
        so far as they are appropriate, apply to the Proposal.

    6.  If the Scheme is effected, the Energybuild Shares will be acquired by
        Western fully paid and free from all liens, charges, equitable
        interests, encumbrances, rights of pre-emption and any other rights
        and interests of any nature whatsoever and together with all rights
        now and hereafter attaching thereto, including voting rights and the
        right to receive and retain in full all dividends and other
        distributions (if any) declared, made or paid on or after the date of
        this announcement.

    7.  The New Western Shares will be issued credited as fully paid and will
        rank pari passu in all respects with the Western Shares in issue at
        the time the New Western Shares are delivered pursuant to the
        Proposal, including the right to receive and retain dividends and
        other distributions (if any) paid by reference to a record date on or
        after the Effective Date. Application will be made for the admission
        of the New Western Shares to trading on AIM and the TSX, on the first
        Dealing Day after the Effective Date.

    8.  Western reserves the right, subject to the consent of the Panel, to
        elect to implement the Proposal by way of a takeover offer. In such
        event, such offer will be implemented on the same terms subject to
        appropriate amendments, including (without limitation) an acceptance
        condition set at ninety per cent of the Energybuild Shares to which
        such offer relates (or such lower percentage as Western may decide),
        so far as applicable, as those which would apply to the Scheme.

    9.  Western shall be under no obligation to waive or treat as satisfied,
        and Energybuild shall be under no obligation to waive or treat as
        satisfied any of the Conditions in paragraph 2 by a date earlier than
        the latest date for satisfaction thereof, notwithstanding that the
        other Conditions of the Proposal may at such earlier date have been
        waived or fulfilled and that there are at such earlier date no
        circumstances indicating that any of the Conditions may not be
        capable of fulfilment.


                                 Appendix II

                              Bases and sources

    1.  The premia represented by the consideration due under the Proposal
        over the average ratio of the Closing Prices of a Western Share and
        an Energybuild Share over the one month and the six months prior to
        the date of this announcement are based on the premium of the
        consideration due under the Proposal over the simple average of the
        ratios of the Closing Prices of Western Shares and Energybuild Shares
        for each Dealing Day from 9 May 2010 to 8 June 2010 and 9 December
        2009 to 8 June 2010, respectively.

    2.  The calculation of approximately 8.6 million New Western Shares to be
        issued pursuant to the Proposal is based upon 102,660,000 Energybuild
        Shares (being Energybuild's undiluted share capital excluding
        Energybuild Shares owned by the Western Group on 8 June 2010, the
        last Business Day prior to the date of this announcement) multiplied
        by 0.0833 (and assumes no further issue of Energybuild Shares prior
        to completion of the Proposal).

    3.  References to percentages of Energybuild Shares (before the Proposal)
        are based on the number of Energybuild Shares in issue as at the
        close of business on 8 June 2010, being the last Business Day prior
        to the date of this announcement, and do not include any shares
        issuable pursuant to any options, warrants or other convertible
        securities in Energybuild.

    4.  The percentage holding of Energybuild Shareholders (excluding the
        Western Group) in Western on completion of the Proposal is based on
        the current undiluted ordinary share capital of Western as at the
        close of business on 8 June 2010, being the last Business Day prior
        to the date of this announcement and the New Western Shares to be
        issued as set out in (2) above (assuming no further issue of
        Energybuild Shares or Western Shares prior to completion of the
        Proposal).


                                 Appendix III

          Details of Irrevocable Undertakings and Letters of Intent
    

The following holders of Energybuild Shares have given irrevocable undertakings to vote in favour of the Proposal:

    
    Name                                    Number of   Percentage of issued
                                          Energybuild       share capital of
                                               Shares            Energybuild

    Colin Cooke                               303,667                  0.13%
    Thomas David Button                             0                  0.00%
    Robert Morgan                           3,166,667                  1.40%
    Morgan Rhidian Davies                   3,175,000                  1.40%
    Karl Picton Jones                               0                  0.00%
    Majedie Asset Management Limited       19,802,218                  8.74%
                                      ---------------------------------------
                                           26,447,552                 11.67%
                                      ---------------------------------------
    

In respect of the undertakings given by the Energybuild Independent Directors, these undertakings will cease to be binding only if the Scheme lapses or otherwise ceases to be capable of becoming effective or is withdrawn, and will remain binding in the event that a higher competing offer for Energybuild is made.

In respect of the undertaking given by Majedie Asset Management Limited, this undertaking will cease to be binding if a competing offer is made or announced with a value which represents an improvement of 10 per cent or more in the value of the consideration offered by Western and Western fails to submit a revised offer within 10 Business Days of the announcement of such competing offer which either equals or exceeds the value of such competing offer, or if the recommendation of the Proposal by the Energybuild Independent Directors is withdrawn, or if the Scheme lapses or otherwise ceases to be capable of becoming effective or is withdrawn.

The following holders of Energybuild Shares have given letters of intent to vote in favour of the Proposal in respect of the Energybuild Shares held by them as at the record time for the Meetings:

    
    Name                                    Number of    Percentage of issued
                                          Energybuild        share capital of
                                               Shares             Energybuild
                                       currently held
    Blackrock Investment Management
     (UK) Limited                          11,209,440                  4.95%
    Henderson Global Investors Limited      8,416,665                  3.71%
    Invesco Asset Management Limited        5,074,789                  2.24%
                                      ---------------------------------------
                                           24,700,894                 10.90%
                                      ---------------------------------------


                                 Appendix IV

                                 Definitions

    2006 Act              the Companies Act 2006 (as amended)

    Accounting Date       means, in relation to Energybuild, 31 March 2010;
                          and means, in relation to Western, 31 March 2009

    Admission             admission of the New Western Shares to trading on
                          AIM becoming effective in accordance with the AIM
                          Rules and listing and posting for trading of the
                          New Western Shares on the TSX becoming effective in
                          accordance with the TSX Rules

    AIM                   the AIM market operated by the London Stock
                          Exchange

    AIM Rules             the AIM rules for Companies published by the London
                          Stock Exchange governing, inter alia, admission to
                          AIM and the continuing obligations of companies
                          admitted to AIM, as amended from time to time

    Arbuthnot Securities  Arbuthnot Securities Limited, the investment
                          banking subsidiary of Arbuthnot Banking Group plc

    Articles              the articles of association of Energybuild

    Authorisations        authorisations, orders, grants, recognitions,
                          confirmations, consents, licences, clearances,
                          certificates, permissions or approvals

    Business Day          any day on which banks are generally open in
                          England and Wales for the transaction of business
                          other than a Saturday or Sunday or public holiday

    Cambrian Shares       the 72,122,826 non-voting shares in Western held by
                          Cambrian Mining Limited

    Cenkos Securities     Cenkos Securities plc

    Closing Price         the closing middle market quotation of one
                          Energybuild Share and/or one Western Share, as
                          applicable, as provided by the daily official list
                          of the London Stock Exchange

    Conditions            the conditions to the implementation of the
                          Proposal (including the Scheme), which are set out
                          in Appendix I of this announcement

    Consideration         the New Western Shares to be issued to the Scheme
                          Shareholders pursuant to the Scheme

    Court                 the High Court of Justice in England and Wales

    Court Hearing         the hearing by the Court of the application to
                          sanction the Scheme and confirm the Reduction of
                          Capital

    Court Meeting         the meeting of Energybuild Shareholders (other than
                          Western and members of the Western Group) convened
                          by order of the Court pursuant to section 899 of
                          the 2006 Act to consider and, if thought fit,
                          approve the Scheme, including any adjournment
                          thereof

    Court Sanction        the sanction (with or without modification) of the
                          Scheme by the Court

    CREST                 the relevant system defined in the CREST
                          Regulations in respect of which Euroclear is the
                          operator (as defined in the CREST Regulations)

    CREST Regulations     the Uncertificated Securities Regulations 2001 (SI
                          2001 No. 3755), including any modifications thereof
                          or any regulations in substitution thereof made
                          under section 207 of the Companies Act 1989 and for
                          the time being in force.

    Dealing Day           a day on which the London Stock Exchange is open
                          for business in the trading of securities admitted
                          to AIM

    Disclosed             (i)   as disclosed in the Energybuild Annual Report
                                or the Western Annual Report; or

                          (ii)  as publicly announced by any member of the
                                Wider Energybuild Group or the Wider Western
                                Group (through a Regulatory Information
                                Service or any other information service made
                                available in the country where the relevant
                                company is listed) up to and including the
                                date of this announcement; or

                          (iii) as otherwise fairly disclosed in writing
                                (including facsimile) to Western or its
                                advisers by or on behalf of Energybuild up to
                                and including the date of this announcement;
                                or

                          (iv)  as otherwise fairly disclosed in writing
                                (including by facsimile) to Energybuild or
                                its advisers by or on behalf of Western up to
                                and including the date of this announcement

    Effective Date        the date on which the Scheme becomes effective in
                          accordance with its terms

    Employee Share Plan   the share incentive plan adopted by Energybuild on
                          17 April 2008

    Energybuild           Energybuild Group Plc, company number 5451235

    Energybuild Annual    the audited consolidated report and accounts of
    Report                Energybuild for the period ended on the Accounting
                          Date

    Energybuild Director  a director of Energybuild

    Energybuild Group     Energybuild and its subsidiary undertakings

    Energybuild           the Energybuild Directors, excluding Braam Jonker
    Independent Directors

    Energybuild Shares    ordinary shares of 10 pence each in the capital of
                          Energybuild

    Energybuild           holder(s) of Energybuild Shares
    Shareholders

    Enlarged Group        Western Group as enlarged by the acquisition of the
                          Energybuild Group, subject to the Scheme becoming
                          effective

    Financial Services    the Financial Services Authority acting in its
    Authority             capacity as the competent authority for the
                          purposes of Part VI of the Financial Services and
                          Markets Act 2000

    General Meeting       the general meeting of Energybuild to consider any
                          resolution required to approve and implement the
                          Scheme and the Proposal, including any adjournment
                          thereof

    Hearing Date          the date of the Court Hearing

    London Stock          London Stock Exchange plc
    Exchange

    Meetings              the Court Meeting and the General Meeting

    New Western Shares    the new Western Shares proposed to be issued by
                          Western (credited as fully paid) as consideration
                          under the Proposal

    Offer                 recommended proposal for the acquisition of
                          Energybuild by Western

    Offer Period          the period commencing on the date of this
                          announcement and ending on the Effective Date

    Options               the outstanding options to subscribe for
                          Energybuild Shares

    Orders                the Scheme Court Order and the Reduction Court
                          Order

    Panel                 the Panel on Takeovers and Mergers

    Proposal              the Scheme and other matters to be considered at
                          Meetings

    Reduction Court       the order of the Court confirming the Reduction of
    Order                 Capital

    Reduction of Capital  the reduction of the share capital of Energybuild
                          under section 641 of the 2006 Act by the
                          cancellation and extinguishing of the Scheme
                          Shares, to be effected as part of the Scheme

    Registrar of          the Registrar of Companies in England and Wales
    Companies

    Regulatory            any of the services on the list of Regulatory
    Information Service   Information Services maintained by the Financial
                          Services Authority

    Scheme                the proposed scheme of arrangement under section
                          899 of the 2006 Act between Energybuild and holders
                          of its Scheme Shares, with or subject to any
                          modification or addition thereto or condition
                          approved or imposed by the Court and agreed by
                          Western and Energybuild

    Scheme Court Order    the Court order sanctioning the Scheme

    Scheme Document       the document to be sent to Energybuild Shareholders
                          relating to the Proposal

    Scheme Record Date    the Business Day immediately preceding the Hearing
                          Date

    Scheme Record Time    6.00 p.m. on the Scheme Record Date

    Scheme Shares         means all the Energybuild Shares (except those held
                          by the Western Group):

                          (i)   in issue at the date of the Scheme;

                          (ii)  (if any) issued after the date of the Scheme
                                and prior to the Voting Record Time;

                          (iii) (if any) issued at or after the Voting Record
                                Time and before the Scheme Record Time, on
                                terms that shares are issued subject to the
                                terms of the Scheme and the holder shall be
                                bound by the Scheme or in respect of which
                                the holder shall have agreed in writing by
                                such time to be bound by the Scheme

    Scheme Shareholders   a person who appears as a holder of Scheme Shares
                          in the register of members of Energybuild at the
                          Scheme Record Time

    Special Resolution    the special resolution to be proposed by
                          Energybuild at the General Meeting in connection
                          with, inter alia, the approval of the Scheme and
                          the Reduction of Capital

    Takeover Code         the City Code on Takeovers and Mergers

    third party           includes person, firm, company or body

    TSX                   Toronto Stock Exchange

    UK or United Kingdom  the United Kingdom of Great Britain and Northern
                          Ireland

    uncertificated or     recorded on the relevant register as being held in
    in uncertificated     uncertificated form in CREST and title to which by
    form                  virtue of the CREST Regulations may be transferred
                          by means of CREST

    Voting Record Time    in relation to both the Court Meeting and the
                          General Meeting, 6.00 p.m. on the day prior to the
                          day immediately preceding the Court Meeting or, if
                          either the Court Meeting or the General Meeting is
                          adjourned, 6:00 pm on the day prior to the day
                          immediately before the adjourned meeting

    Warrants              the outstanding warrants to subscribe for
                          Energybuild Shares

    Western               Western Coal Corp., a company incorporated in the
                          Province of British Columbia, Canada, with
                          registered number 551375

    Western Annual        the audited consolidated report and accounts of
    Report                Western for the period ended on the Accounting Date

    Western Director      a director of Western

    Western Group         Western and its subsidiaries (for the avoidance of
                          doubt, excluding the Energybuild Group)

    Western Shares        means the common shares in the capital of Western

    Western Shareholders  the holders of Western Shares

    Wider Energybuild     Energybuild, its subsidiary undertakings and its
    Group                 associated undertakings

    Wider Western Group   Western, its subsidiary undertakings and its
                          associated undertakings for the avoidance of doubt,
                          excluding the Wider Energybuild Group from the
                          Effective Date
    

For the purposes of this announcement, "subsidiary", "subsidiary undertaking" and "associated undertaking" have the respective meanings given to such terms in the 2006 Act.

SOURCE WESTERN COAL CORP.

For further information: For further information: Enquiries in relation to Energybuild please contact: Energybuild Group Plc: Colin Cooke, Rhidian Davies, + 44 (0) 1639 722 400; Arbuthnot Securities Limited: James Steel, Ed Groome, + 44 (0) 20 7012 2000; St Brides Media & Finance Limited, Hugo de Salis, Paul Youens, + 44 (0) 207 236 1177; For further information on Energybuild, visit www.energybuild.co.uk; Enquiries in relation to Western please contact: Western Coal Corp.: David Jan, Director, Investor Relations, (604) 694-2891, David.jan@westerncoal.com; Cenkos Securities plc: Nicholas Wells, Ivonne Cantu, + 44 (0) 207 397 8980; Buchanan Communications: Bobby Morse, Katharine Sutton, +44 (0) 20 7466 5000; For further information on Western, visit www.westerncoal.com

Organization Profile

WESTERN COAL CORP.

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