Marimba Capital Corp. closes $110 million financing


    VANCOUVER, June 25 /CNW/ - Marimba Capital Corp. (TSXV - MRA.P) (the
"Corporation") is pleased to announce that it has closed its previously
announced financing (the "Offering") by issuing 62,857,160 subscription
receipts ("Subscription Receipts") raising gross proceeds of approximately
$110 million. The Subscription Receipts are nontransferable. Upon the
occurrence of the Release Event (as hereinafter defined), each Subscription
Receipt will be automatically exercised without further action on the part of
the holder thereof for one unit (a "Unit") of the Corporation. Each Unit will
be comprised of one common share (each a "Unit Share") in the capital of the
Corporation and one-half of one common share purchase warrant, on a post
consolidated basis (each whole warrant, a "Warrant"). Each Warrant will
entitle the holder thereof to acquire one additional common share in the
capital of the Corporation (each a "Warrant Share") at a price of $2.25 until
June 25, 2010 (the "Expiry Date"). The Toronto Stock Exchange ("TSX") has
conditionally approved the listing of the common shares of the Corporation and
the Warrants. Listing is subject to the Corporation fulfilling all of the
requirements of the TSX.
    The gross proceeds from the Offering (the "Escrowed Proceeds") are being
held in escrow in accordance with the provisions of a subscription receipt
agreement entered into between the Corporation, Dundee Securities Corporation
("Dundee") and Computershare Trust Company of Canada. Upon satisfaction of the
Escrow Release Conditions (as defined below) (the "Release Event"), which is
expected to occur on June 27, 2008, the Escrowed Proceeds, after deducting the
agents' fee and expenses, will be released to the Corporation and the agents'
fee and expenses will be released to Dundee, on its own behalf and on behalf
of the other Agents (as defined below). In the event that the Release Event
has not occurred on or before 5:00 pm (Toronto time) on August 14, 2008 (the
"Escrow Deadline"), the Escrowed Proceeds together with any interest earned
thereon will be automatically returned pro rata to each holder of Subscription
Receipts and all outstanding Subscription Receipts will be cancelled. "Escrow
Release Conditions" means (i) all conditions precedent to completion of the
merger transaction (the "Merger Transaction") involving the Corporation, PX
Merger Sub, Inc. and Phoenix Coal Inc. ("Phoenix") have been satisfied in
compliance with the terms and conditions of the Merger Agreement entered into
amongst the parties, and (ii) all applicable regulatory approvals have been
obtained in connection therewith.
    In addition, the Corporation has granted to the Agents an over-allotment
option exercisable to purchase up to an additional 9,428,572 Unit Shares at a
price of $1.62 per Unit Share and/or 4,714,286 Warrants at a price of $0.26
per whole Warrant, exercisable in whole or in part at any time after the
closing of the Merger Transaction and prior to 5:00 p.m. (Toronto time) on the
date which is 30 days after the date on which the Common Shares of the
Corporation commence trading on the TSX or resume trading on the TSXV, for
market stabilization purposes and to cover the Agents' over-allocation
position, provided that in no event shall the over-allotment option be
exercisable on a date after August 14, 2008.
    The net proceeds from the Offering will be used to make the remaining
payment for the acquisition by Phoenix of PACT Resources, LLC, for capital
expenditures, future exploration and for general corporate and working capital
    The Offering was completed by a syndicate of agents led by Dundee and
included Cormark Securities Inc., Macquarie Capital Markets Canada Ltd.,
National Bank Financial Inc., and TD Securities Inc. (collectively, the
    The Corporation is also pleased to announce that at the special meeting
of its shareholders held today, the shareholders of the Corporation approved,
among others, the following matters: (i) the consolidation of its common
shares on the basis of one new share for each 2.35 existing shares; (ii) a
name change of the Corporation to "Phoenix Coal Inc."; (iii) the continuation
of the Corporation under the Business Corporations Act (Ontario); (iv) the
increase in the number of directors to six and the election of three
additional directors, Messrs. David Wiley, John McBride and Robert Buchan; and
(v) the adoption of a new stock option plan.

    Phoenix is a Delaware corporation engaged in the exploration, production,
acquisition and sale of coal from the Illinois Basin. The primary customers of
Phoenix are electric utilities and consumers of industrial fuel. The current
mining operations of Phoenix and near term development projects of Phoenix are
located in Western Kentucky, an area that comprises a part of the Illinois
Basin. As at December 31, 2007, Phoenix had 113,316,000 tons of measured and
indicated resources and 43,652,000 tons of proven and probable coal reserves.
During 2007, Phoenix produced approximately 2.1 million tons of saleable coal
from its owned mines. Information in this press release relating to mineral
resources or reserves is derived from the technical report prepared by
Marshall Miller & Associates, Inc. dated March 5, 2008, entitled "Technical
Report on the Coal Properties of Phoenix Coal Corporation in West Kentucky,
USA, for Phoenix Coal Corporation, Louisville, KY" and is as of December 31,

    The Corporation is a capital pool company and intends for the acquisition
of Phoenix by way of reverse triangular merger to constitute its Qualifying
Transaction as such term is defined in the policies of the TSX Venture
Exchange (the "Exchange"). The Qualifying Transaction is not a non-arm's
length transaction pursuant to the policies of the Exchange.

    There can be no assurance that the Qualifying Transaction will be
completed as proposed or at all. Investors are cautioned that, except as
disclosed in the filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
Qualifying Transaction may not be accurate or complete and should not be
relied upon. The trading in the securities of the Corporation should be
considered highly speculative.


    Certain information set forth in this press release contains
"forward-looking statements", and "forward-looking information" under
applicable securities laws. Except for statements of historical fact, certain
information contained herein constitutes forward-looking statements which
include management's expectations regarding the satisfaction of the Escrow
Release Conditions and management's assessment of Phoenix's future plans and
operations. Forward-looking statements are based on the Corporation's and
Phoenix's current internal expectations, estimates, projections, assumptions
and beliefs, which may prove to be incorrect. Some of the forward-looking
statements may be identified by words such as "expects" "anticipates",
"believes", "projects", "plans", and similar expressions. These statements are
not guarantees of future performance and undue reliance should not be placed
on them. Such forward-looking statements necessarily involve known and unknown
risks and uncertainties, which may cause the Corporation's or Phoenix's actual
performance and financial results in future periods to differ materially from
any projections of future performance or results expressed or implied by such
forward-looking statements. These risks and uncertainties include, but are not
limited to: the uncertainty of satisfying the Escrow Release Conditions,
liabilities inherent in coal mine development and production; geological,
mining and processing technical problems; Phoenix's inability to obtain
required mine licenses, mine permits and regulatory approvals required in
connection with mining and coal processing operations; dependence on third
party coal transportation systems; competition for, among other things,
capital, acquisitions of reserves, undeveloped lands and skilled personnel;
incorrect assessments of the value of acquisitions; changes in commodity
prices and exchange rates; changes in the regulations in respect to the use of
coal; the effects of competition and pricing pressures in the coal market; the
oversupply of, or lack of demand for, coal; currency and interest rate
fluctuations; various events which could disrupt operations and/or the
transportation of coal products, including labour stoppages and severe weather
conditions; the demand for and availability of rail, port and other
transportation services; and management's ability to anticipate and manage the
foregoing factors and risks. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements. The
Corporation undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change except as
required by applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking statements.

    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.

    The securities described in this press release have not been and will not
be registered under the United States Securities Act of 1933, as amended, and
may not be offered or sold in the United States or to a U.S. person absent an
available exemption from the registration requirements of such Act.

For further information:

For further information: Marimba Capital Corp.: A. Murray Sinclair -
President and Chief Executive Officer, Phone: (604) 689-1428; Phoenix Coal
Corporation: David A. Wiley - President and Chief Executive Officer, Phone:
(502) 587-5900

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