NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, Feb. 7, 2012 /CNW/ - China Coal Corporation ("China Coal" or the "Company") (CKO/TSX-Venture Exchange) wishes to announce that, due principally to current economic conditions, it is intending to discontinue pursuit of operations in the Peoples' Republic of China ("PRC") by proposing that the shareholders of the Corporation (the "Shareholders") approve at the forthcoming annual and special meeting a dividend disposition to the Shareholders of the Company's sole asset, being the wholly owned subsidiary, Golden Hill International Holdings Limited ("Golden Hill" or the "Subsidiary").
The dividend disposition of the Subsidiary's shares to the Shareholders (the "Dividend") does not trigger corporate law requirements for shareholder approval, however, the Dividend is a reviewable disposition under TSX Venture Exchange ("TSXV") policies and such requires regulatory approval. The Company will also seek regulatory approval to change the name of the Company. As such, the Company has set a date for its annual general and special meeting of its Shareholders for April 5th, 2012 at which time the Shareholders will be asked to consider and, if appropriate, approve among other things: (i) an ordinary resolution approving the Dividend to the Shareholders on a pro rata basis and (ii) a proposed name change.
In anticipation of the Shareholder meeting, the Company is preparing an information circular which sets out the particulars of the Dividend, Golden Hill and the related transactions. The notice of meeting, information circular and proxy is expected to be mailed to Shareholders in early March, 2012. The Company is anticipating it will file the necessary applications and supporting documentation with the TSXV next week. Upon obtaining conditional approval for the Dividend and related transactions, the Company will proceed with the scheduled mailing of the proxy materials.
The Company is also requesting that its listing be transferred to NEX as it will no longer meet the continued listing requirements of the TSXV, upon completion of the Dividend. Providing that the Company is in compliance with all applicable securities laws and NEX policies it is expected that the Company's common shares will trade on NEX. Assuming that the requisite shareholder approval is obtained, the Company intends to maintain its regulatory compliance while on NEX and to source and acquire another business with a view to reactivating the Company. As it is currently categorized as a natural resource exploration and development issuer, it is expected it will focus its considerations on domestic oil and gas investment opportunities. The Company would determine an appropriate name for pursuit of such domestic opportunities once identified.
Upon the distribution of the Subsidiary's shares, it is anticipated that Golden Hill as a private company will continue to pursue its current opportunities in the PRC pursuant to applicable local Hong Kong jurisdiction requirements.
The trading of the Company's shares has been halted and shall remain halted pending receipt of satisfactory documentation by the TSXV.
On behalf of the Board of Directors
CHINA COAL CORPORATION
Chief Financial Officer and Director
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
WARNING: This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control, and actual results may differ materially from the expected results.
NEITHER THE 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 RELEASE.
For further information:
+1403 452 8806; FAX +1403 452 8892
Brad Bloomer, Corporate Development, +1613 851 5156