TORONTO, June 28, 2013 /CNW/ - Pacific Coal Resources Ltd. (TSXV: PAK)
is pleased to announce that it has signed a memorandum of understanding
in respect of the Company's port concession at Barranquilla (Concession
Contract No. 3-003 7-2008) (the "Port Concession") whereby the Company
will contribute the Port Concession to a joint venture company while
the joint venture partner shall provide the capital to develop the
port, thereby meeting the Company's obligations under the Port
Concession. At closing of the transaction, the joint venture company,
which may be the Company's subsidiary currently holding title to the
Port Concession, Sociedad Portuaria Terminal Las Flores S.A., shall be
equally owned between the Company and the joint venture partner. The
purchase price for the transaction is a capital contribution by the
joint venture partner in the amount of U.S. $17 million.
The transaction is a "related party transaction" for the purposes of
Multilateral Instrument 61-101 - Protection of Minority Share Holders in Special Transactions ("MI 61-101") as the joint venture partner is a wholly owned subsidiary
of Blue Pacific Assets Corp., a principal shareholder of the Company.
The Company intends to rely on an exemption from the requirement to
obtain a formal valuation but will be seeking minority shareholder
approval as prescribed by MI 61-101 in respect of the transaction, as
the Company has determined that the fair market value of the
transaction exceeds 25% of the Company's market capitalization as
calculated in accordance with MI 61-101. The Company has filed a notice
of meeting for a special meeting of shareholders to be held on August
12, 2013 at 10 a.m. in Toronto (please see the Company's profile at www.sedar.com).
The transaction is subject to TSXV approval and is expected to close in
the third quarter of 2013.
About Pacific Coal Resources Ltd.
Pacific Coal Resources Ltd. is a Canadian-based mining company engaged
in the acquisition, exploration and production of coal and coal-related
assets from properties located in Colombia. The Company's common shares
are listed on the TSX Venture Exchange and trade under the symbol
Forward Looking Information:
This news release contains "forward-looking information", which may
include, but is not limited to, statements with respect to the future
financial or operating performance of the Company and its projects.
Often, but not always, forward-looking statements can be identified by
the use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
believes" or variations (including negative variations) of such words
and phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Pacific Coal to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Forward-looking statements
contained herein are made as of the date of this press release and
Pacific Coal disclaim, other than as required by law, any obligation to
update any forward-looking statements whether as a result of new
information, results, future events, circumstances, or if management's
estimates or opinions should change, or otherwise. There can be no
assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, the reader is cautioned
not to place undue reliance on forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this news
SOURCE: Pacific Coal Resources Ltd.
For further information:
Deputy General Counsel and Secretary