THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA AND ANY OTHER
JURISDICTION IN WHICH IT IS LAWFUL TO DISTRIBUTE THIS NEWS RELEASE AND IS NOT
AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
EastCoal Inc. (TSX VENTURE:ECX)(AIM:ECX) (the "Company" or "EastCoal", with the
Company and its subsidiaries, together the "Group") announces a brokered private
placement (the "Placing") of 351,900,000 common shares (the "Placing Shares") of
the Company, primarily with existing and new institutional investors
("Placees"), at a price of C$0.02 (equivalent to approximately 1.28 pence) per
Placing Share (the "Placing Price") and, separate to the Placing, certain
directors (the "Participating Directors") have agreed to subscribe (the
"Directors' Subscription") for an aggregate of 33,100,000 Common Shares (the
"Director Shares") at a price of C$0.02 (equivalent to approximately 1.28 pence)
per Director Share (the "Subscription Price") (the Placing and the Directors'
Subscription together being the "Fundraising"). The aggregate gross proceeds of
the Fundraising will be C$7.7 million (equivalent to approximately GBP 4.93
million).
In connection with the Fundraising, application (the "Application") has been
made for the admission of the Placing Shares and the Director Shares to trading
on AIM (the "Admission") and it is expected that dealings will commence on June
7, 2013.
Background to and reasons for the Fundraising
The operational updates released by the Company in February 2013 and March 2013
highlighted the temporary suspension and continuous technical challenges of the
tip washing operations; the lower-than-forecast production at the Menzhinsky
Mine ("Menzhinsky") due to the deterioration at the end of the current long wall
(and its subsequent discontinuation); the impact of falling coal prices on the
Company's financial position; and the resulting working capital constraints. As
a result, the board of directors of the Company (the "Board" or "Directors")
believes that the Company's current working capital position is insufficient to
sustain operations and has been pursuing various funding initiatives to urgently
strengthen the Company's financial position. The Board is confident that the
completion of the Fundraising will provide the longer term financial solution
required by the Company.
The Board estimates that the Company's current corporate creditors at EastCoal
Inc., the Group's parent company (excluding a C$1.5 million convertible
debenture), total approximately C$1.56 million. In addition, creditors currently
due and payable in East Coal Company LLC ("East Coal Company"), the Company's
wholly owned subsidiary that owns the Verticalnaya Mine ("Verticalnaya"), are
approximately C$1.38 million. Finally, at Inter-Invest Coal LLC
("Inter-Invest"), the Company's wholly owned subsidiary that owns Menzhinsky
mine and the wash plant, the creditors currently due and payable are
approximately C$4.9 million. Total creditors at Menzhinsky (excluding
inter-company balances) are approximately C$11.6 million. Inter-company balances
between Inter-Invest and the Group amount to approximately C$16.4 million owed
to the Company. The Company stands as an ordinary creditor of Inter-Invest and
would seek to recover this debt in the administration or liquidation of
Inter-Invest accordingly, albeit the Company currently values this debt at zero.
The Board has established that the Company has no significant cash balance and
receivables to be approximately C$98,000. The Company is evidently currently
unable to meet its debts as they fall due and payable and in the absence of
external funding being raised in the immediate term, has insufficient cash
resources to continue the Group's operations.
On May 31, 2013 the Company entered into a loan agreement for C$350,000 with
Salida Capital International Corp. ("Salida") to provide required funds to meet
certain immediate obligations of the Group at Verticalnaya, further details
which are set out in the paragraph "Salida Loan Payment" below.
At the corporate level, the Company has reached agreement with the major
creditors of EastCoal with regard to, in aggregate, approximately C$800,000 (the
"Staged Payment Creditors"), whereby the Staged Payment Creditors have agreed to
receive the full outstanding sums due in staggered periodic payments over the
course of the period to March 31, 2014.
At Verticalnaya, significant progress has been made on the development of
ventilation and the conveyor roadways. Nevertheless, development work has been
halted, pending resolution of the Company's working capital position. The Board
strongly believes that the long term value of Verticalnaya, from which
commercial production is expected to commence in Q3 2013, remains intact and it
is intended that, upon completion of the Fundraising, the Company will
immediately refocus on this asset and recommence the work which has been halted.
An agreement has been reached with the owner of the neighbouring wash plant to
wash the Verticalnaya "run-of-mine coal" for a toll price of US$10 per tonne at
such rate as the Company may dictate (subject to a maximum of 1,500 tonnes per
day) and to buy the washed coal product at an expected average price of US$94
per tonne during 2013.
By contrast, operations at Menzhinsky and its associated wash plant continue to
represent the area where the most significant challenges have been experienced
and which have most severely prejudiced the Company's working capital position.
After considering and exhausting all of its options, the Board resolved on May
22, 2013 to place Inter-Invest into sanation (the formal financial
rehabilitation procedure under the laws of Ukraine). The sanation or liquidation
of Inter-Invest due to bankruptcy will be carried out in accordance with the Law
of Ukraine No. 2343 - XII dated 14 May 1992 "On Restoring of Debtor's Solvency
or Declaring the Debtor Bankrupt" (the "Insolvency Law"), or such other
legislation in force at such time. It should be noted that under the Insolvency
Law, other parties which could include EastCoal as the ultimate parent company
of Inter-Invest, may be held liable for Inter-Invest's obligations, if it is
deemed to be "at fault" for the bankruptcy of Inter-Invest. It should also be
noted that as this provision of the Insolvency Law was only introduced in
January 2013 it has yet to be tested in the courts of Ukraine. The Company and
the Directors believe, having taken appropriate legal advice, that neither the
Company nor the Directors have carried out any action or made any omission which
would cause them to be deemed to be "at fault" for the bankruptcy of
Inter-Invest. However, there can be no certainty that a Ukrainian court would
not find EastCoal to be at fault for these purposes.
The Board believes that when the Fundraising is completed, the strengthened
capital base will provide the Company with the necessary working capital to
execute the proposed strategy focussed on operations at Verticalnaya and
increase future shareholder value.
Agreement with Aponet and Inter-Invest
The Company has entered into an agreement with Aponet Enterprises Ltd ("Aponet")
dated May, 28 2013 (the "Aponet Agreement") pursuant to which the obligation on
the Company to assume and procure the payment of Inter-Invest's US$5,833,334
debt obligation and Inter-Invest's payment obligations under the assignment
agreement number 3347 dated 11 April 2012 to "Torgovy Dom Krasnoluchugol", a
limited liability company (the "Debt Obligation") has been terminated. The
Company is also seeking to enter into an agreement with Inter-Invest (the
"Inter-Invest Agreement") pursuant to which the obligation on the Company to
provide further loans under the Loan Agreement (as defined below) will be
terminated.
The assumption of the Debt Obligation constituted part of the non-cash
consideration paid by Company to Aponet for the acquisition of Inter-Invest
under the terms of a share purchase agreement dated April, 11 2012 (the "Share
Purchase Agreement"). In order to comply with the Debt Obligation, the Company,
in accordance with the terms of the Share Purchase Agreement, entered into a
loan agreement (the "Loan Agreement") with Inter-Invest, pursuant to which the
Company undertook to advance US$583,333.48 (the "Repayment Amount") to
Inter-Invest every three months until 30 September 2014. Inter-Invest then used
the Repayment Amounts to meet its quarterly repayment obligations to "Torgovy
Dom Krasnoluchugol".
Pursuant to the Aponet Agreement the Company's obligations to assume the Debt
Obligation have now been terminated and on completion and registration of the
Inter-Invest Agreement with the National Bank of Ukraine, the Company's
obligation to provide further loans to Inter-Invest will also be terminated, and
Inter-Invest will be obligated to repay to the Company the loan monies
previously provided to it in accordance with the terms of the Loan Agreement.
Agreement with Surrey Dynamics
The Company entered into a convertible debenture (the "Debenture") with Surrey
Dynamics Limited ("Surrey Dynamics") on January 3, 2013 for a principal amount
of US$1,517,174 maturing on January 3, 2015. The Debenture was entered into in
respect of the balance owing to Surrey Dynamics on maturity of the debenture
entered into between the Company and Surrey Dynamics in connection with the
acquisition by the Company of East Coal Company in November 2009.
Under the terms of the Debenture, interest is payable in quarterly instalments
at an interest rate of 10 per cent. per annum. The Company failed to pay the
interest payment due on April 1, 2013, amounting to approximately US$37k, which
constituted an event of default under the Debenture, entitling Surrey Dynamics
to serve notice requiring the immediate repayment of the principal amount and
all accrued but unpaid interest due under the Debenture.
Following discussions, Surrey Dynamics has agreed to grant to EastCoal a limited
waiver of the events of default under the Debenture, conditional upon payment in
full of the interest payment which fell due on April 1, 2013. For this purpose,
on May 31, 2013, the Company and Surrey Dynamics entered into an agreement
pursuant to which (1) Surrey Dynamics waived all events of default existing
under the Debenture at that date and any further events of default that arise or
occur between such date and June 30, 2013 (or such later date as the parties may
agree); and (2) the Company will immediately pay the overdue interest which was
payable on April 1, 2013.
In addition, it has been agreed that the conversion price under the Debenture
will be adjusted from C$0.23 to C$0.02, for a period of 75 days following
Admission, to be recorded in a supplemental indenture to the Debenture. The
TSX-V has agreed to such amendment to the conversion price. The supplemental
indenture will also amend the Debenture by providing that any common shares
issued to Surrey Dynamics upon conversion of any part of the principal amount
under the Debenture within 75 days of Admission will not be included in the
calculation of any entitlement of Surrey Dynamics to participate in the Rights
Offering referred to below.
Salida Loan Agreement
The Company has entered into a loan agreement (the "Salida Loan Agreement") with
Salida, whereby Salida will provide the Company with a loan facility for an
aggregate of up to C$350,000 (the "Loan"). The Loan will bear interest at a rate
of 12 per cent. per annum compounded annually and will be payable at the time
that the principal becomes due and payable.
The term of the Loan will be from the date of the advance until December 31,
2013 and the principal and accrued interest shall be due and payable on the
earlier of: (i) the expiry of the term of the Loan; or (ii) Admission.
Furthermore, the Loan may be prepaid, at any time, without premium or penalty.
Pursuant to the terms of the Salida Loan Agreement, the Company has executed a
general security agreement granting security interests in present and future
undertaking and property of the Company. In addition, a Director (the
"Subordinate Lender") that loaned C$200,000 to the Company on November 28, 2012
(the "Subordinate Loan") has agreed to subordinate the security granted to him
under his loans to the security granted to the Lender. The proceeds of the Loan
will be used for operating expenses at Verticalnaya.
Agreement with the Trade Union
East Coal Company is currently in default of its payment obligations to its
employees under the employees' contracts of employment. The Primary Trade Union
East Coal Company LLC, the trade union that represents employees of East Coal
Company, has indicated that labour will be withdrawn from Verticalnaya unless
all outstanding wages are paid without further delay. As at May 31, 2013, the
aggregate wage arrears owing by East Coal Company to its employees was
US$840,802 (the "Outstanding Amount").
Following discussions with the Primary Trade Union East Coal Company, East Coal
Company has agreed to pay the sum of US$205,558 (the "Initial Amount") in part
satisfaction of the Outstanding Amount to its employees by no later than June 4,
2013 with the balance of the Outstanding Amount to be satisfied out of the
proceeds of the Fundraising. On this basis, the Primary Trade Union East Coal
Company LLC has indicated that labour will not be withdrawn from Verticalnaya
provided that East Coal Company makes such payments. The Initial Amount shall be
funded through the drawdown of the Loan, details of which are set out in the
paragraph "Salida Loan Agreement" above.
Agreement with the Electricity Provider
East Coal Company is currently in default of the payment terms of its
electricity provider, State Enterprise "Regionalnye elektricheskie seti". State
Enterprise "Regionalnye elektricheskie seti" has indicated that the supply of
electricity to Verticalnaya will be disrupted unless the outstanding all amounts
owed by East Coal Company to State Enterprise "Regionalnye elektricheskie seti"
are paid without further delay. As at May 31, 2013, the aggregate amount owing
by East Coal Company to State Enterprise "Regionalnye elektricheskie seti" was
US$147,153 (the "Outstanding Payment").
Following discussions with State Enterprise "Regionalnye elektricheskie seti",
East Coal Company has agreed to pay the Outstanding Payment to State Enterprise
"Regionalnye elektricheskie seti", by no later than June 4, 2013. On this basis,
State Enterprise "Regionalnye elektricheskie seti" has indicated that the supply
of electricity to Verticalnaya will not be disrupted provided that East Coal
Company makes such payments. The Outstanding Payment shall be funded through the
drawdown of the Loan, details of which are set out in the paragraph "Salida Loan
Agreement" above, and the balance from Company funds.
Further Details of the Fundraising
Cenkos Securities plc ("Cenkos") has been appointed as sole broker to the
Placing and is acting as agent for the Company in connection with the placing of
the Placing Shares on behalf of the Company with prospective placees. The
Placing Shares to be issued will be offered outside of the province of British
Columbia, Canada by way of private placement to placees located exclusively in
the United Kingdom who are "Qualified Investors" falling within Article 19(5)
and Article 49(2) of the United Kingdom Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and, in each case, who are "Eligible
Counterparties" within the meaning of COBS 3.6.1 of the Financial Conduct
Authority's ("FCA's") Conduct of Business Sourcebook.
In addition, and separate from the Placing, the Participating Directors have
agreed to invest C$662,000 and subscribe for 33,100,000 Director Shares at the
Subscription Price. Details of each Director's participation in the Directors'
Subscription are included in the table below and the Directors' Subscription
will complete at the same time as the Placing. Further, Cenkos has undertaken to
subscribe for 50,000,000 Placing Shares at the Placing Price, such figure
representing an investment approximately equal to the equivalent amount of fees
which will be due and payable to Cenkos by the Company in respect of the
provision of certain corporate finance and corporate broking advice and
assistance.
Following the Fundraising, the Participating Directors' beneficial interests
will be as follows:
----------------------------------------------------------------------------
% of total
Common Shares issued share
held capital % of total
immediately immediately Common Shares issued share
Participating prior to prior to held after capital held
Director Admission Admission Admission after Admission
----------------------------------------------------------------------------
John Byrne 4,407,000 1.28% 16,907,000 2.32%
----------------------------------------------------------------------------
John Conlon 9,561,794 2.79% 30,161,794 4.14%
----------------------------------------------------------------------------
The Placing Shares and the Director Shares will represent approximately 52.88
per cent. of the existing share capital as enlarged by the Fundraising and will,
when issued, rank pari passu in all respects with the other common shares then
in issue (including all rights to all dividends and other distributions
declared, made or paid following Admission). The closing of the Fundraising will
be subject to certain conditions, including, but not limited to, Admission
occurring on, or before, June 7, 2013 (or such later date as Cenkos and the
Company may agree, not being later than June 21, 2013). Application has been
made for the Placing Shares and the Directors Shares to be admitted to trading
on AIM, and it is expected that trading in the Placing Shares and the Directors
Shares will commence at 8:00 a.m. on June 7 2013.
Use of Proceeds
The Board intends that the net proceeds of the Fundraising will be used by the
Company to consolidate the Group's working capital position, fund capital
expenditures and repay certain outstanding indebtedness.
Specifically, the Board intends to use the net proceeds of the Fundraising of
approximately C$6.35 million,as follows:
-- approximately C$1.76 million on capital expenditure and development
costs at Verticalnaya in preparation for the ramp-up to 11,000 tonnes,
including the face kit; and a further C$3.1 million to fund operating
losses until this operation is cash flow positive; and
-- approximately C$1.49 million in general working capital (including
approximately C$360k repayment of corporate creditors and C$350k
repayment of the Loan).
Trading in the Company's Common Shares
Following the issue of this announcement, the Board has requested a lifting of
the suspension of trading in its common shares on AIM and the TSX-V and trading
is expected to resume with immediate effect from 8:00 a.m. British Summer Time
on AIM on June 4, 2013 and from 9:30 a.m. Eastern Time on TSX-V on June 5 2013.
Shareholders should note, however, that although these are the current expected
timings, the precise timing of the resumption of trading on both AIM and the
TSX-V is subject to final confirmation by the relevant regulator on each market.
Rights Offering and Consolidation
As a condition to the TSX Venture Exchange's (the "TSX-V") conditional approval
of the Fundraising, the Company has given an undertaking to the TSX-V that,
conditional on the completion of the Fundraising and subject to all applicable
corporate and securities laws and regulatory rules, it will complete an offering
to shareholders (the "Rights Offering"), within 75 days of the date of
Admission, in recognition that the Placing will be dilutive. However, there is
no stand-by guarantee for or underwriting of the Rights Offering, and therefore,
there can be no assurance that any proceeds will be raised from the Rights
Offering.
The TSX-V has advised the Company that if the Rights Offering is not completed
within 75 days of the date of Admission, the TSX-V intend to de-list the
Company's shares from the TSX-V. Acknowledging the dilutive impact of the
Fundraising, the Company fully intend to and will endeavour to meet the
timetable laid down by the TSX-V for the Rights Offering. If for reasons or
factors that arise that are beyond the Company's control (including, but not
limited to, reasons or factors attributable to applicable corporate and
securities laws and regulatory rules) the Company is not able to achieve such
timetable, the Company will seek the advice of the TSX-V and may, in such
circumstances, have no alternative but to be de-listed from the TSX-V and
consider listing on an alternate Canadian exchange subject to the Company
meeting such exchange's listing requirements. Where the Company elects to
de-list, such a course of action will require the consent of Surrey Dynamics.
As a condition to the TSX-V's conditional approval of the Fundraising, the
Company is undertaking to hold a shareholder vote to effect a share
consolidation of all of the issued and outstanding common shares of the Company
on a five to one basis (the "Consolidation") at the Company's next annual
general meeting, which is currently expected to be held in late June or early
July 2013. The Consolidation will also be subject to TSX-V approval. The effect
of the Consolidation will be to reduce the total number of shares in issue
following the Fundraising (no fractional common shares will be issued and any
fractional common shares that would otherwise result from the Consolidation will
be rounded up or down to the nearest whole common share, with 0.5 of a common
share being rounded up). The Board believe that this may reduce the volatility
in the price of the Company's common shares and may ensure that the price of the
common shares is more appropriate for a company of EastCoal's size than would
otherwise have been the case following Admission.
Under the Rights Offering, it is proposed that shareholders will be entitled to
subscribe for one common share at the Placing Price for each common share that
they hold. In the event that the Consolidation takes place prior to the
completion of the Rights Offering, the subscription price per common share and
the number of common shares that shareholders shall be entitled to subscribe for
shall be adjusted accordingly. It is also proposed that, subject to applicable
securities laws, shareholders may apply to subscribe for common shares in excess
of their one for one entitlement and may be allocated additional shares in the
event that all of the shareholders do not take up their maximum entitlement.
The Placees and the Participating Directors have undertaken to the Company not
to take up their entitlements in the Rights Offering to the extent that such
entitlements relate to the Placing Shares or Director Shares (as applicable)
that they acquired in the Fundraising. This undertaking is required by the TSX-V
which the Company understands is intended to ensure that shareholders who have
not participated in the Fundraising may seek to broadly restore their
pre-Fundraising dilutive position in the Company if they wish to do so. The
Placees and the Participating Directors have also undertaken to vote all their
shares in favour of the resolution giving effect to the Consolidation to be
proposed at the next annual general meeting of the Company.
The Rights Offering will be undertaken in accordance with applicable Canadian
securities laws and regulatory requirements. Further details regarding the
Rights Offering will be notified to shareholders in due course.
Related Party Transactions
Participating Directors and Salida
On the basis that the Participating Directors, and certain other insiders,
including Salida, (together, the "Related Parties") (who are each considered an
"insider" of the of the Company for the purposes of the Policies of the TSX-V)
may participate in the Fundraising, any such participation in the Fundraising
may be considered a "related party transaction" within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101") which is incorporated into Policy 5.9 of the
TSX-V. As the Fundraising may be a related party transaction, the following
additional disclosures are provided (following the listing of disclosures in
Section 5.2 of MI 61-101).
In conducting their review and approval process with respect to the Fundraising,
the Board have determined that the distribution of an information circular to
shareholders, the preparation and distribution of a formal valuation and the
seeking of shareholder approval for, and in connection with, the Fundraising is
not necessary under MI 61-101, because:
1. for the purposes of Section 5.5(a) of MI 61-101 the Board have
determined, in good faith, that neither the Placing Shares or Director
Shares (as relevant) issued to, nor the aggregate consideration to be
paid by, each of the Related Parties in connection with the Fundraising
will exceed 25 per cent. of the market capitalization of the Company on
the date hereof, and on that basis the Fundraising falls within an
exemption from the formal valuation requirement of Section 5.4 of MI 61-
101; and
2. for the purposes of Section 5.7(1)(a) of MI 61-101 the Board have
determined, in good faith, that neither the Placing Shares or Director
Shares (as relevant) issued to, nor the aggregate consideration to be
paid by, each of the Related Parties in connection with the Fundraising
will exceed 25 per cent. of the market capitalization of the Company on
the date hereof, and on that basis the Fundraising falls within an
exemption to the minority shareholder approval requirement of Section
5.6 of MI 61-101.
On the basis that the Fundraising is currently expected to close on June 7,
2013, the Company will not be able to file a material change report 21 days
prior to such date as the participation of the Related Parties in the
Fundraising has only just been established. The placing of 95,000,000 common
shares with Salida is also a related party transaction under the AIM Rules for
Companies. The Directors consider, having consulted with the Company's nominated
adviser, Cenkos, that the terms of the transaction are fair and reasonable
insofar as shareholders are concerned.
Salida Loan Agreement
On the basis that Salida is an "insider" of the Company, the Loan may amount to
a "related party transaction" within the meaning of Multilateral Instrument
61-101 ("MI 61-101") which is incorporated into TSX-V Policy 5.9. As a related
party transaction, the following additional disclosures are provided (following
the listing of disclosures in Section 5.2 of MI 61-101).
In conducting their review and approval process with respect to the Loan, the
Board has determined that the distribution of an information circular to
shareholders, the preparation and distribution of a formal valuation and the
seeking of shareholder approval for, and in connection with, the Loan is not
necessary under MI 61-101.
For the purposes of Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, the Board
has determined, in good faith, that the fair market value of the Loan, when
drawn down in full, will not exceed 25 per cent. of the market capitalisation of
the Company, and on that basis the Loan falls within exemptions from the formal
valuation requirement and the minority shareholder approval requirement (of
Sections 5.4 and 5.6 of MI 61-101, respectively).
There will be less than 21 days between the date of filing of the Company's
material change report in respect of the Loan and the advancement of the Loan
pursuant to the terms of the Loan Agreement. The Company considers this is
reasonable and necessary in order to address the Company's immediate funding
requirements and corporate operations.
The Salida Loan Agreement, together with the other documents related thereto
referred to above is a related party transaction for the purposes of the AIM
Rules for Companies as Salida is a "related party" for the purposes of such
rules The Directors consider, having consulted with the Company's nominated
adviser, Cenkos, that the terms of the transaction are fair and reasonable
insofar as shareholders are concerned.
Notice of Civil Claim
The Company's former Chief Financial Officer, Mr. George Lawton, has today filed
a Notice of Civil Claim to instigate formal legal proceedings. The Notice of
Civil Claim has been filed with respect to an alleged breach of Mr. Lawton's
employment contract by the Company in connection with Mr. Lawton's departure
from the Company and he is seeking a payment of C$257,596.38 for 12 months'
severance which Mr. Lawton alleges he is owed under his employment contract by
the Company. The Company has taken legal advice on the matter and intends to
vigorously defend the claim. Further updates on the matter will be provided in
due course.
Shares in Issue
Following Admission, the Company will have 728,048,493 common shares in issue
and each share has the right to one vote. Therefore, for the purposes of the
FCA's Disclosure and Transparency Rules, the total number of voting rights in
the Company is 728,048,493. The above figure may be used by shareholders as the
denominator for the calculations by which they will determine whether they are
required to notify the Company of their interests in, or change to their
interests in, EastCoal Inc. under the FCA's Disclosure and Transparency Rules.
General
The Placing Shares and the Director Shares have not been qualified for sale in
the province of British Columbia, Canada and may not be offered or sold in the
province of British Columbia, Canada, directly or indirectly, on behalf of the
Company.
The Placing Shares and the Director Shares, to be issued in connection with the
Fundraising, will be subject to the resale restrictions contained in the TSX-V
Corporate Finance Manual. Such Placing Shares and Director Shares may not,
without the prior written approval of the TSX-V (and in compliance with all
applicable securities legislation), be sold, transferred, hypothecated or
otherwise traded on or through the facilities of the TSX-V or otherwise in
Canada or to or for the benefit fo a Canadian resident until a date that is four
months and one day from Admission.
The Placing Shares and the Director Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Placing Shares and the Director Shares in the province of
British Columbia, Canada, the United States or in any jurisdiction in which such
offer, sale or solicitation would be unlawful.
For the purposes of establishing the pound sterling exchange rate, the Company
has used the Bank of Canada exchange rate for Canadian dollars and pounds
sterling published on www.bankofcanada.ca at 12 noon on May 24, 2013 which was
C$1.5613 : GBP 1.00.
This press release contains projections and forward-looking information that
involve various risks and uncertainties regarding future events. Such
forward-looking information can include without limitation statements based on
current expectations involving a number of risks and uncertainties and are not
guarantees of future performance. There are numerous risks and uncertainties
that could cause actual results to differ materially from those expressed in the
forward-looking information. These and all subsequent written and oral
forward-looking information are based on estimates and opinions on the dates
they are made and are expressly qualified in their entirety by this notice.
Except as required by law, EastCoal assumes no obligation to update
forward-looking information should circumstances or management's estimates or
opinions change.
FOR FURTHER INFORMATION PLEASE CONTACT:
EastCoal Inc.
Abraham Jonker
President and Acting CFO
+1 (604) 681 8069 / +1 (604) 992 5600 (Cell)
www.eastcoal.ca
Cenkos Securities plc
Ken Fleming
+44 (0) 207 397 8900
Cenkos Securities plc
Derrick Lee
+44 (0) 131 220 6939
Cenkos Securities plc
Alan Stewart
+44 (0) 131 220 6939
Tavistock Communications
Jos Simson
+44 (0) 207 920 3150
Tavistock Communications
Emily Fenton
+44 (0) 207 920 3150
Tavistock Communications
Mike Bartlett
+44 (0) 207 920 3150
Eastcoal (TSXV:ECX)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Eastcoal (TSXV:ECX)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
