NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES
Nyah Resources Corp. (TSX VENTURE:NRU) ("Nyah", or the "Corporation") is pleased
to announce that it has entered into a binding letter of intent on July 6, 2010
that provides for the acquisition (the "Proposed Acquisition") by Nyah of all of
the issued and outstanding shares of Forbes & Manhattan (Coal) Inc. ("Forbes
Coal"). It is anticipated that the Proposed Transaction will be completed by way
of a reverse take-over and will constitute a non-arm's length transaction in
accordance with the policies of the TSX Venture Exchange.
Forbes Coal is a private Ontario coal mining company that has entered into an
agreement with the shareholders of Slater Coal (Pty) Ltd., a South African
company ("Slater Coal") to acquire Slater Coal and its interests in its coal
mines in South Africa (the "Slater Coal Properties"). The Slater Coal Properties
comprise the operating Magdelena bituminous mine (the "Magdelena Property") and
the Aviemore anthracite mine (the "Aviemore Property") and have a substantial
resource base of bituminous and anthracite coal. The Slater Coal Properties are
located in the Klipriver coalfield, near Dundee, in the KwaZulu Natal Province
of South Africa and can be accessed via the N3, N11 Ladysmith and R102 Dundee
tarred national highways that run between Johannesburg and Durban, South Africa.
Zinoju Coal (Pty) Ltd., a subsidiary of Slater Coal, has 197,000 tonnes of
export capacity at the Richards Bay Coal Terminal, which is a deep sea port, 190
kilometres north of Durban along the Indian Ocean. The terminal is the world's
largest coal export facility, able to handle large ships and volumes and is
accessible to the town of Dundee via the Richards Bay Coal Terminal rail line.
Based on the audited financial statements of Slater Coal for the year ended
February 28, 2010, Slater Coal (together with its subsidiaries) sold
approximately 538,000 tonnes of coal and had consolidated revenue of
approximately ZAR263 million (approximately C$35 million) and earnings before
interest, tax, depreciation and amortization ("EBITDA") of approximately ZAR92
million (approximately C$12 million).
Both the Magdelena underground mine and the Aviemore underground mine have
expansion potential, and as part of its near term plans, Forbes Coal intends
evaluate the increase in total production from existing levels of approximately
0.6 million tonnes to 1.5 million tonnes of saleable coal per annum. The current
spot prices for export thermal coal are in excess of C$90 per tonne (Richards
Bay API4 price) and as evidenced by current sales contracts in place with Forbes
Coal, domestic prices are close to C$83 per tonne. Anthracite sales prices range
from approximately C$80 per tonne to C$160 per tonne, based on product quality
and application.
The Aviemore underground mine, which was closed in early 2009, is currently
being reopened. For the 2011 financial year, Forbes Coal estimates the total
coal sales from both mines at close to 650,000 tonnes and the estimated EBITDA
is approximately C$23 million.
Slater Coal Properties
The Magdelena Property is located 22 kilometers from the town of Dundee in
KwaZulu Natal and encompasses approximately 1,844 hectares. The Magdelena
Property which consists of the Magdelena underground mine and the Magdelena
opencast pit, has an estimated measured and indicated mineral resource of 54.2
million tonnes of in situ coal with an estimated volume of 36.1 million cubic
metres. A specific gravity of 1.5 tonnes per cubic metre was applied for the
volume-tonnage conversion. The Magdelena opencast pit and underground mine has
an estimated production capacity of 100,000 tonnes of bituminous coal per month.
The Aviemore Property is located 4 kilometers from the town of Dundee in KwaZulu
Natal and encompasses approximately 5,592 hectares. The Aviemore Property
consists of the Aviemore underground mine and has an estimated measured and
indicated mineral resource of 35.9 million tonnes of in situ coal with an
estimated volume of 23.9 million cubic metres. A specific gravity of 1.5 tonnes
per cubic metre was applied for the volume-tonnage coversion. The Aviemore
underground mine has an estimated inferred mineral resource of approximately
16.8 million tonnes of in situ coal with an estimated volume of 11.2 million
cubic metres. A specific gravity of 1.5 tonnes per cubic metre was applied for
the volume-tonnage conversion. The Aviemore underground mine has an estimated
production capacity of 40,000 tonnes of anthracite coal per month.
Mr. C J Muller: B.Sc. (Hons) (Geol.), Pr. Sci. Nat (P.Geo) is a qualified person
as defined in National Instrument 43-101 and has read and approved the
scientific and technical information contained in this release relating to the
Slater Coal Properties. The following table sets forth the resource estimate for
the Slater Coal Properties.
--------------------------------------------------------------
Magdelena Property - April 30, 2010
--------------------------------------------------------------
Coal Resources (2)
--------------------------------------------------------------
Bituminous Coal Full Extraction of Seam Width
--------------------------------------------------------------
Seam Resource Category Volume SG Tonnes
-----------------------------
Mm(3) t/m(3) Mt
--------------------------------------------------------------
Lower Gus Measured 8.4 1.5 12.6
--------------------------------------------------------------
Upper Gus Measured 10.6 1.5 15.9
--------------------------------------------------------------
Joined Seam Measured 13.8 1.5 20.7
--------------------------------------------------------------
Joined Seam Indicated 2.8 1.5 4.2
--------------------------------------------------------------
Lower Gus Measured 0.2 1.5 0.3
--------------------------------------------------------------
Upper Gus Measured 0.3 1.5 0.5
--------------------------------------------------------------
Measured &
Total Indicated 36.1 1.5 54.2
--------------------------------------------------------------
----------------------------------------------------------------------------
Magdelena Property - April 30, 2010
----------------------------------------------------------------------------
Coal Resources (2)
----------------------------------------------------------------------------
Bituminous Coal 1.7 Float Qualities
-------------------------------------------------------------
Seam ASH FC GCV H2O TS VOL YIELD Area
----------------------------------------------
% % MJ/Kg % % % %
----------------------------------------------------------------------------
Lower Gus 14.9 65.6 29.5 1.2 1.6 17.9 77.3
-------------------------------------------------------------
Upper Gus 15.7 66.1 30.7 1.4 1.5 16.8 79.5 Magdalena
------------------------------------------------------------- Underground
Joined Seam 14.7 67.3 29.3 1.3 1.6 16.0 82.8
-------------------------------------------------------------
Joined Seam 15.0 67.5 29.4 1.5 1.7 16.0 84.3
----------------------------------------------------------------------------
Lower Gus 15.7 59.2 29.2 1.4 1.6 23.6 81.4 Magdalena
------------------------------------------------------------- Opencast
Upper Gus 15.1 61.9 29.3 1.5 1.5 21.5 81.0
----------------------------------------------------------------------------
Magdalena
Underground &
Total Opencast
----------------------------------------------------------------------------
-------------------------------------------------------------
Aviemore Property - April 30, 2010
-------------------------------------------------------------
Coal Resources(2)
-------------------------------------------------------------
Anthracite Full Extraction of Seam
Coal Width
-------------------------------------------------------------
Seam Resource Category Volume SG Tonnes
---------------------------
Mm(3) t/m(3) Mt
-------------------------------------------------------------
Gus Measured 1.2 1.5 1.8
-------------------------------------------------------------
Gus Indicated 9.7 1.5 14.6
-------------------------------------------------------------
Gus Indicated 13.0 1.5 19.5
-------------------------------------------------------------
Total Measured & Indicated 23.9 1.5 35.9
-------------------------------------------------------------
Gus Inferred 1.1 1.5 1.7
-------------------------------------------------------------
Gus Inferred 10.1 1.5 15.2
-------------------------------------------------------------
Total Inferred(1) 11.2 1.5 16.8
-------------------------------------------------------------
----------------------------------------------------------------------------
Aviemore Property - April 30, 2010
----------------------------------------------------------------------------
Coal Resources(2)
----------------------------------------------------------------------------
Anthracite 1.7 Float Qualities
Coal Area
------------------------------------------------------
Seam ASH FC GCV H2O TS VOL YIELD
--------------------------------------------------------------
% % MJ/Kg % % % % Aviemore Underground
----------------------------------------------------------------------------
Gus 13.5 77.7 30.1 1.8 2.0 7.2 73.9 Aviemore Mine
----------------------------------------------------------------------------
Leeuw Mining &
Gus 13.6 77.5 29.0 2.2 1.8 6.7 63.5 Exploration
----------------------------------------------------------------------------
Gus 13.5 75.5 28.9 2.6 1.6 8.3 57.0 Zinoju Coal
----------------------------------------------------------------------------
Total Aviemore Underground
----------------------------------------------------------------------------
Leeuw Mining &
Gus 15.0 74.8 27.3 1.8 1.4 8.5 56.0 Exploration
----------------------------------------------------------------------------
Gus 14.1 74.7 28.9 2.5 1.7 8.6 59.6 Zinoju Coal
----------------------------------------------------------------------------
Total Aviemore Underground
----------------------------------------------------------------------------
Notes:
1. The inferred coal resources are conceptual in nature and have a large
degree of uncertainty as to their existence and whether they can be
mined economically or legally, as there has been insufficient
exploration to define a mineral resource. It cannot be assumed that all
or any part of the inferred resource will be upgraded to a higher
confidence category.
2. The current coal resource model is based on available sampling data
collected over the history of the project's area. The coal resources
estimation was carried out by Mr. Q.C. Antunes, who is independent and a
"Qualified Person" (as such term is defined in NI 43-101). Mr. C.
Muller, Director of Minxcon (Pty) Ltd. and an independent "Qualified
Person" (as such term is defined in NI 43-101) reviewed the coal
resource estimate and is responsible for the technical aspects of coal
resources set forth above. The resource estimate is based on a 2D
computer block model with estimation parameters estimated into 100X100
metre blocks using full seam width composite data. The qualities models
were constructed from inverse square distance estimates. The coal
resource estimates were not diluted. The quality models were verified by
visual and statistical methods and deemed to be globally unbiased. The
blocks were classified into inferred, indicated and measured resource
categories using the following and not limited thereto: data spacing,
geological confidence, number of samples used to inform a block and
other factors, etc. No environmental, permitting, legal, title,
taxation, socio-political, marketing or other issues were taken into
account to estimate the coal resource estimate. Only the coal resource
lying within the identified target areas are reported. These fall within
the legal boundaries. A 0.8 m seam width cut-off was used in the
declaration of the Magdalena and Aviemore coal resources. Numbers may
not add up due to rounding.
3. It is intended that a 43-101 compliant resource estimate in support of
the resource statements above will be filed on SEDAR within 45 days from
the date of this press release.
Forbes Coal Special Warrant Financing
Forbes Coal has entered into an agreement with Canaccord Genuity Corp. pursuant
to which the underwriter (the "Underwriter") has agreed to purchase, on an
underwritten basis, 12,500,000 special warrants of Forbes Coal (the "Special
Warrants") at a price of $2.80 per Special Warrant for gross proceeds to Forbes
Coal of $35,000,000 (the "Forbes Coal Financing"). Each Special Warrant will
convert automatically and without any further action on the part of the holder
into one post-consolidation common share of Forbes Coal immediately before the
completion of the Proposed Acquisition. Immediately prior to completion of the
Proposed Acquisition, each common share of Forbes Coal (on a post-consolidation
basis) will be exchanged for one common share of Nyah (on a post-consolidation
basis). The net proceeds from the Forbes Coal Financing will be used to pay the
first installment for the acquisition of the Slater Coal Properties, indirectly
held by Slater Coal (Pty) Ltd.
Forbes Coal will pay the Underwriter a cash commission in an amount equal to 6%
of gross proceeds raised from the Forbes Coal Financing. In the event that
Forbes Coal receives net proceeds less than $35 million, the commission payable
to the Underwriter, may be paid in a combination of cash or Special Warrants. In
addition, Forbes Coal shall issue to the Underwriter compensation special
warrants (the "Broker Special Warrants") exercisable to acquire that number of
compensation warrants (the "Broker Warrants") equal to 6% of the aggregate
number of Special Warrants issued pursuant to the Forbes Coal Financing. Each
Broker Warrant will entitle the holder thereof to acquire one common share of
Forbes Coal, at a price of $2.80 per common share for a period of 18 months
following the closing of the Forbes Coal Financing. The Broker Special Warrants
will convert into the Broker Warrants concurrently upon conversion of the
Special Warrants.
In connection with the Forbes Coal Financing, the Company and certain of the
shareholders of the Company shall enter into lock-up agreements which will
restrict their ability to issue, sell or grant, or announce any intention to
issue, sell or grant, any equity or quasi-equity securities from the date hereof
until the date which is the earlier of (a) 12 months following the closing date
of the Forbes Coal Financing, and (b) three months after the completion of the
Proposed Acquisition.
Sale of Agnew Lake Property
Nyah has also entered into an agreement with Valencia Ventures Inc. ("Valencia")
(TSX VENTURE:VVI) for the sale to Valencia of the Agnew Lake property (the
"Proposed Sale of Uranium Assets") and surrounding area held by Nyah in
consideration of a cash payment of $500,000 and additional payments valued at
$500,000 in cash or common shares of Valencia, at the election of Valencia.
The Proposed Sale of Uranium Assets is a Non-Arm's Length Transaction for the
purposes of the TSX Venture Exchange as Nyah and Valencia have common directors
being Stan Bharti, who directly and indirectly holds 10,139,666 common shares of
Valencia, Bernard Wilson, a director of Valencia and Nyah, and a common officer
being Patrick Gleeson. Neither Mr. Wilson nor Mr. Gleeson hold any common shares
of Valencia.
Benefits to Shareholders
Nyah believes the Proposed Acquisition of Forbes Coal and the Proposed Sale of
the Uranium Assets offers numerous benefits to the shareholders of the
Corporation, including the following:
- Uses Nyah's Cash on Hand to Acquire Near Term Positive Cash Flow Business.
Nyah believes that the acquisition of Forbes Coal responds to the market's
preference for companies with positive operating cash flow. Based on the interim
unaudited financial statements of the Company for the three months ended March
31, 2010, the Company currently has approximately $1.1 million in cash on hand.
Based on the unaudited financial statements of Forbes Coal as of May 31, 2010,
Forbes Coal currently has combined assets and property valued in the amount of
approximately $800,000 and year to date expenses in the amount of approximately
$555,000. Upon completion of the Forbes Coal Financing, Forbes Coal will have
approximately $5.5 million cash on hand following payment of the first
installment for the acquisition of the Slater Coal Properties. Upon completion
of the Proposed Acquisition, the combined company will have approximately $11.5
million in cash. Upon completion of the Forbes Coal Financing, management of the
Company estimates that the market capitalization of Forbes Coal will be
approximately $67 million and taking into consideration certain vendor notes,
the existing cash of Slater Coal and the cash of Nyah, the enterprise value of
the combined company will be approximately $93 million.
- Favorable Valuation of Nyah
The Proposed Transaction contemplates a valuation of Nyah in the amount of
$3,580,000, as set out below under "Terms of the Acquisition of Forbes Coal".
Based on Nyah's cash on hand and payment to be received by Nyah from Valencia
with respect to the sale of the Agnew Lake Properties, the Company believes that
this proposed valuation represents a 70% premium to the net asset value of Nyah.
- Forbes Coal is Acquiring an Interest in Strategic Assets in South Africa with
a Substantial Resource of High Quality Bituminous and Anthracite Coal.
In April 2010, Forbes Coal entered into an agreement with the shareholders of
Slater Coal to acquire all of the issued and outstanding common shares of Slater
Coal, a private South African coal mining company that has properties in
production. Slater Coal indirectly holds a 70% interest in the Slater Coal
Properties through Zinoju Coal (Pty) Ltd. which holds all of the mineral rights
and prospecting permits with respect to the Slater Coal Properties. The
remaining 30% interest in Zinoju Coal (Pty) Ltd. is held by the South African
Black Economic Empowerment ("BEE") partners. BEE is a statutory initiative on
behalf of the South African government, enacted to increase African access to
the South African economy by increasing African ownership in new South African
enterprises. BEE is essentially a growth strategy that targets the South African
economy's weakest point, being inequality. Pursuant to the terms of the
agreement, Forbes Coal is required to pay Slater Coal an aggregate of ZAR600
million (approximately C$80 million) over a two year period. The total purchase
price with respect to Slater Coal is payable as follows: (i) a ZAR5 million
(approximately C$666,666) deposit which has already been paid; (ii) ZAR22
million (approximately C$3 million) which has been paid; (iii) ZAR213 million
(approximately C$28 million) to be paid on or before July 23, 2010; (iv) ZAR78
million (approximately C$10 million) to be paid through the issuance of common
shares of Forbes Coal on or before July 23, 2010 based on an issue price of
$2.80 per share; (v) ZAR140 million (approximately C$18 million) payable in
March 2011; and (vi) ZAR140 million (approximately C$18 million) payable in
March 2012. The March 2011 and 2012 payments are based on targeted production
rates of 781,200 tonnes in 2011 and 782,400 tonnes in 2012. A variance of
greater than 10% from such production targets shall either increase or decrease
the amount payable by such corresponding percentage, subject to a maximum
increase or decrease in payment of 15%. For example, in the event of a 15%
decrease in production in 2011, the 2011 payment owed by Forbes Coal will be
reduced by 15%.
Commenting on the Proposed Acquisition, Nyah's President and CEO, Mr. George
Faught stated, "This acquisition represents a unique opportunity for Nyah to
utilize its cash on hand to acquire a cash flow positive business with interests
in high quality strategic coal assets in South Africa. South Africa is the fifth
largest producer of hard coal in the world, with a reported 236 million tonnes
produced in 2008 (International Energy Agency, 2009). Since 2000, global
consumption of coal has grown faster than any other fuel, with China, the United
States, India, Japan and Russia accounting for nearly 72% of total global coal
consumption (World Coal Institute, www.worldcoal.org). Supported by an estimated
enterprise value of approximately $93 million, the Company believes the
transaction will provide numerous benefits while strengthening overall
shareholder value. "
Terms of the Acquisition of Forbes Coal
Forbes Coal is a private company incorporated under the laws of the Province of
Ontario in November 2009. Pursuant to the Proposed Acquisition, Forbes Coal and
Nyah will complete a reverse takeover by way of an amalgamation or plan of
arrangement pursuant to which each post consolidated common share of Forbes Coal
will be exchanged for one post-consolidated common share of Nyah and Forbes Coal
will become a wholly-owned subsidiary of the Corporation.
In connection with the Proposed Acquisition, the common shares of Nyah will be
consolidated on the basis of one new common share for approximately every 40
existing common shares of Nyah (the "Nyah Consolidation").
In connection with the Proposed Acquisition, the common shares of Forbes Coal
will be consolidated on the basis of one new Forbes Coal common share for every
10 existing common shares of Forbes Coal (the "Forbes Consolidation").
In addition, the current shareholders of Forbes Coal will be issued that number
of performance special warrants or similar securities ("Performance Special
Warrants") as is equal to the number of common shares outstanding prior to
giving effect to the Forbes Coal Financing (but on a post-consolidated basis).
Each Performance Special Warrant will be automatically exercised into one (1)
common share of the Forbes Coal (each a "Performance Share" and, collectively,
the "Performance Shares") for no additional consideration immediately prior to
the completion of the Proposed Acquisition, provided that such Performance
Shares shall be deposited in escrow with an escrow agent (the "Escrowed
Shares"), to be released as follows: i) 50% of the Escrowed Shares (the "First
Tranche Escrowed Shares") will be released once the combined company achieves
US$22 million in EBITDA from the Slater Coal Properties over a 12 consecutive
month period within a three year period following the closing of the Forbes Coal
Financing; ii) the remaining Escrowed Shares will be released once the combined
company achieves US$35 million in EBITDA from the Slater Coal Properties over a
12 consecutive month period within a three year period following the release of
the First Tranche Escrowed Shares. For further clarity, EBITDA generated from
the Slater Coal Properties will exclude any gains or losses generated by the
combined company from the disposition of the Slater Coal Properties.
Upon issuance of the Performance Special Warrants, Forbes Coal will have
5,400,000 common shares issued and outstanding on a post-consolidated basis.
Forbes Coal is held by various independent shareholders, who are each resident
of the Province of Ontario. Stan Bharti, an Ontario resident holds 2,000,000
post-consolidated common shares of Forbes Coal, which represents approximately
37% of the current issued and outstanding common shares of Forbes Coal, on a
post-consolidated basis. Aberdeen International Inc., a corporation incorporated
pursuant to the laws of the Province of Ontario holds 1,100,000
post-consolidated common shares of Forbes Coal, which represents approximately
20% of the issued and outstanding common shares of Forbes Coal, on a
post-consolidated basis. No other shareholders, other than Stan Bharti and
Aberdeen International Inc., currently hold a controlling interest in Forbes
Coal. Following completion of the Forbes Coal Financing and the acquisition of
the Slater Coal properties, none of the shareholders of Forbes Coal will
individually maintain a controlling interest in Forbes Coal. Slater Coal is held
by two individual shareholders, who are each resident of South Africa. All
insiders of Nyah, Forbes Coal and Slater Coal, as applicable, have been
disclosed.
Following completion of the Forbes Coal Financing, the conversion of all of the
Special Warrants and Performance Special Warrants and the issuance of the Forbes
common shares in connection with the payment to the shareholders of Slater Coal,
it is expected that Forbes Coal will have approximately 23,542,857 common shares
issued and outstanding (after giving effect to the Forbes Consolidation) and
Nyah will have 1,278,572 common shares issued and outstanding (after giving
effect to the Nyah Consolidation).
As a result of the Proposed Acquisition, the shareholders of Forbes Coal will
hold approximately 23,542,857 Nyah common shares (on a post-consolidation
basis), representing approximately 94.8% of the issued and outstanding shares of
the resulting company and the current Nyah shareholders will hold approximately
1,278,572 Nyah common shares (on a post-consolidation basis), representing
approximately 5.2% of the resulting company.
The board of directors of Nyah appointed a Special Committee of the Board, which
was comprised of independent directors, to determine whether the Proposed
Acquisition was in the best interests of the shareholders of the Corporation.
Following its review of Forbes Coal, its business and prospects, the Special
Committee has unanimously approved the Proposed Acquisition and recommended that
the Nyah Board enter into the letter agreement and that shareholders vote in
favour of the Proposed Acquisition, the Nyah Consolidation, the Name Change and
the sale of the Agnew Lake Property.
In connection with the Proposed Acquisition, it is proposed that the name of the
Corporation be changed to "Forbes & Manhattan Coal Inc." to reflect the new
business of the Corporation (the "Name Change"). Further, it is proposed that
the management and board of directors of the Corporation be changed to consist
of persons that have experience in the new business to be undertaken by the
Corporation. Biographical information regarding proposed management of the
Corporation is provided below under the heading "New Management". Details
regarding the future directors of the Corporation will be provided subsequently
and the appointment of directors in connection with the Proposed Acquisition
will be subject to shareholder approval.
The Proposed Acquisition is subject to a number of conditions, including receipt
of all required disinterested shareholder approval and all regulatory approvals,
including approval of the TSX Venture Exchange and any other requirements in
accordance with the policies of the TSX Venture Exchange, satisfactory
conclusion to all due diligence investigations by Nyah, and the execution of a
definitive agreement in respect of the Proposed Acquisition.
The Proposed Acquisition represents a Reverse Take-Over for Nyah under the
policies of the TSX Venture Exchange. Further, it constitutes a Non-Arm's Length
Transaction because of the following relationships between Nyah and Forbes Coal;
(i) Stan Bharti, an Ontario resident, is a director of both companies, currently
holds 2,830,000 common shares of Nyah (on a pre-consolidation basis) and
10,000,000 common shares of Forbes Coal (on a pre-consolidation basis) and is a
director of Aberdeen International Inc. ("Aberdeen"), a company that will hold
approximately 13.5% of the resulting company and as a result of the Proposed
Acquisition, Mr. Bharti will hold approximately 8.69% of the resulting company;
and (ii) George Faught is the President and Chief Executive Officer and a
director of Nyah who currently holds 1,070,000 Nyah common shares (on a
pre-consolidation basis), 50,000 common shares of Forbes Coal (on a
pre-consolidation basis) and is the Chief Executive Officer and a director of
Aberdeen; (iii) David Stein is a director of Forbes Coal and holds 750,000
common shares of Forbes Coal (on a pre-consolidation basis) and is the President
and a director of Aberdeen; (iv) Stephan Theron, the President and Chief
Executive Officer of Forbes Coal, holds 1,000,000 common shares of Forbes Coal
(on a pre-consolidation basis) and also is the Chief Financial Officer of
Aberdeen; (v) Michael Hoffman, P. Eng., appointed to the Board of Directors of
the Corporation effective May 26, 2010, holds 100,000 common shares of Forbes
Coal (on a pre-consolidation basis) and is a director of Aberdeen; (vi) Mr.
Bernie Wilson, a director of the Corporation is also a director of Aberdeen; and
(vii) Deborah Battiston is the Chief Financial Officer of both Nyah and Forbes
Coal.
Mr. Hoffman has replaced Amar Bhalla, who resigned as a director of the Company
effective May 26, 2010. The Corporation would like to thank Mr. Bhalla for his
contributions to the Corporation and wish him success in his future endeavors.
Mr. Hoffman is a professional mining engineer with over 25 years of experience
in mine operations, projects, engineering and corporate development. He recently
served in senior executive positions at Goldcorp Inc., Desert Sun Mining Corp.
and Yamana Gold Inc. He currently also serves as President and CEO of Crocodile
Gold Corp., a TSX listed company and Kria Resources Ltd. a TSXV listed company.
New Management Team
Upon completion of the Proposed Acquisition, it is anticipated that the
management of the resulting company will be the current management of Forbes
Coal, as set out below:
-- Stephan Theron - President and Chief Executive Officer - Mr. Theron has
over ten years of extensive financial management, project finance and
equity analysis experience in the mining, energy and infrastructure
sectors. Prior to joining Forbes Coal, Mr. Theron was Sector Head,
Materials and Energy at an independent investment research firm with a
focus on emerging markets. He also worked on various capital projects in
Southern Africa, North America and Europe. Mr. Theron is a Certified
General Accountant ("CGA") and has a Bachelor of Commerce degree from
the University of Johannesburg.
-- Stan Bharti - Executive Chairman - Mr. Bharti is a business consultant
and a professional mining engineer with more than 25 years experience.
Mr. Bharti is also the President of Forbes & Manhattan, Inc. a private
merchant bank focused on the natural resource sector.
-- Johan Louw - Vice President, Africa Operations - Mr. Louw is a capital
project specialist with almost 15 years experience in the Southern
African mining and energy sectors.
-- Charles Mostert - Vice President, Corporate Development - Mr. Mostert
has over 30 years experience in the mining industry.
-- David Stein - Director - David Stein is a former mining equities
analyst, director and member of the executive committee at Cormark
Securities Inc. Mr. Stein joined Cormark's predecessor Sprott Securities
Inc. in 2001 and during his nine year career has gained experience with
equity research, corporate finance and marketing. Mr. Stein holds a
Master of Science degree (Economic Geology) and Bachelor of Applied
Science (Geological Engineering) degree from Queen's University, and is
a CFA charter holder. Mr. Stein is also the President of Aberdeen
International Inc.
-- Grant Davey - Director - Mr. Davey is a mining engineer with almost 20
years' experience in the mining industry including senior mine and
operational management roles within the AngloGold Ashanti and Anglo
American organizations in South Africa and Australia. Mr. Davey has
operated mines in the gold, platinum and coal sectors, and also has
experience in the mining contracting business. He was previously the
Chief Operating Officer of GBS Gold and the Chief Operating Officer of
Crocodile Gold Corporation.
-- Deborah Battiston - Chief Financial Officer - Ms. Battiston is a
Certified General Accountant with over 20 years of accounting and
financial management experience. At present she is the Chief Financial
Officer of a number of Canadian public companies. She has obtained a
B.A. in Economics from the University of Guelph.
-- Jennifer Wagner - Corporate Secretary - Ms. Wagner is the Corporate
Secretary of various junior exploration companies. Prior to this role,
Ms. Wagner was a lawyer at a major Canadian law firm. She holds an LL.B.
from the University of Windsor and obtained a Bachelor of Arts from
McGill University in Montreal.
In accordance with the policies of the TSX Venture Exchange, Nyah will remain
halted until satisfactory documentation has been filed and accepted by the TSX
Venture Exchange.
Nyah believes it is exempt from the sponsorship requirements of the TSX Venture
Exchange, set out in Policy 2.2 of the TSXV Corporate Finance Manual, based on
the Forbes Coal Financing as summarized above.
About Nyah Resources Inc.
Nyah is a Canadian mineral exploration company listed on the TSX Venture
Exchange under the symbol NRU. Based on the interim unaudited financial
statements of the Company for the three months ended March 31, 2010, the Company
currently has cash on hand of approximately $1.1 million.
Nyah holds a 100% interest in two separate exploration claim blocks. The Agnew
Lake North Uranium Property (the "Property"), which is the most advanced of the
Company's claim blocks, consists of seven unpatented mining claims (1,575 ha
equals 3,892 acres) located approximately 40 kilometres west of Sudbury,
Ontario. The Property encompasses the past producing Agnew Lake Uranium Mine.
The Agnew Lake Uranium Mine was operated by Kerr Addison Mines Ltd between 1977
and early 1983 and produced approximately 1.9 million pounds of uranium. The
Property has substantial underground infrastructure in place, including a six
compartment shaft to a depth of over 980 metres with development on several
levels. A decline from surface to the 1,900 foot level was also developed.
During the period of operation 2 mineralized zones were developed. In addition
to the past producing uranium mine, the Property covers approximately six
kilometres of favourable geology possibly containing uranium-mineralized
horizons. In addition, the Company holds claim blocks (Agnew Lake South) in the
highly prospective Elliot Lake-Blind River uranium district.
For further information regarding Nyah, please visit the Company's website at
www.nyahresources.com.
Completion of the reverse take-over transaction is subject to a number of
conditions, including TSX Venture Exchange acceptance and disinterested
shareholder approval. The reverse take-over transaction cannot close until the
required shareholder approval is obtained. There can be no assurance that the
reverse take-over transaction will be completed as proposed at all.
Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the reverse take-over transaction,
any information released or received with respect to the Proposed Acquisition
may not be accurate or complete and should not be relied upon. Trading in the
securities of Nyah should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed
reverse take-over transaction and has not approved or disapproved of the
contents of this news release.
This communication does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of Forbes Coal or an
offer to sell or exchange or the solicitation of an offer to buy or exchange any
securities of Nyah, nor shall there be any sale or exchange of securities in any
jurisdiction (including the United States) in which such offer, solicitation or
sale or exchange would be unlawful prior to the registration or qualification
under the laws of such jurisdiction. The distribution of this communication may,
in some countries, be restricted by law or regulation. Accordingly, persons who
come into possession of this document should inform themselves of and observe
these restrictions. The solicitation of offers to buy Nyah shares in the United
States will only be made pursuant to a prospectus and related offer materials
that Nyah expects to send to holders of Forbes Coal securities, subject to the
requirements of applicable law. The Nyah shares may not be sold, nor may offers
to buy be accepted, in the United States prior to the time the registration
statement (if any is filed) becomes effective or an exemption from such
requirements is available. No offering of securities shall be made in the United
States except (i) by means of a prospectus meeting the requirements of Section
10 of the United States Securities Act of 1933, as amended, which would contain
detailed information regarding Nyah and its management, as well as its financial
statements, or (ii) pursuant to an exemption from the registration requirements
of the United States Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Information This press release
contains "forward-looking information" within the meaning of applicable Canadian
securities legislation. Forward-looking information includes, but is not limited
to, statements with respect to the future financial or operating performance of
Nyah and Forbes and its projects, statements regarding the prospects for the
business of Forbes Coal, statements regarding synergies and financial impact of
the proposed transaction, the terms and conditions of the transaction, the
benefits of the proposed transaction, the costs of and capital for harvesting
projects, harvesting expenditures, timing of future acquisitions of additional
properties and applicable licences, requirements for additional capital,
government regulation of the mineral exploration industry, environmental risks,
acquisition of mining licences, title disputes or claims, limitations of
insurance coverage and the timing and possible outcome of pending litigation and
regulatory matters. Generally, forward-looking information can be identified by
the use of forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or 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 information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity,
performance or achievements of the Company (and the company resulting from the
successful completion of the proposed transaction) to be materially different
from those expressed or implied by such forward-looking information, including
but not limited to: general business, economic, competitive, foreign operations,
political and social uncertainties; a history of operating losses; delay or
failure to receive board or regulatory approvals; timing and availability of
external financing on acceptable terms; not realizing on the potential benefits
of the proposed transaction; conclusions of economic evaluations; changes in
project parameters as plans continue to be refined; future prices of mineral
products; failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the mining industry; and, delays
in obtaining governmental approvals or required financing or in the completion
of activities. Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such
information will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking information. The
Company does not undertake to update any forward-looking information, except in
accordance with applicable securities laws.
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