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ALI.P Amalfi Capital Corp.

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Share Name Share Symbol Market Type
Amalfi Capital Corp. TSXV:ALI.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Amalfi Capital Corporation Announces Execution of Amalgamation Agreement With CDR Minerals Inc.

06/01/2010 4:03pm

Marketwired Canada


Amalfi Capital Corporation (TSX VENTURE:ALI.P) ("Amalfi" or the "Corporation")
is pleased to announce that it has entered into a formal amalgamation agreement
with CDR Minerals Inc. ("CDR"), pursuant to which a wholly-owned subsidiary of
Amalfi will amalgamate (the "Business Combination") with CDR and continue as one
company under the Business Corporations Act (Ontario) ("OBCA") on terms as
previously announced on June 9, 2009 and November 26, 2009.


At a special meeting of shareholders held on December 23, 2009, in connection
with the Business Combination, the shareholders of the Corporation approved the
consolidation of the outstanding Amalfi common shares ("Amalfi Shares") on the
basis of one Amalfi Share for each three and one-half (3.5) pre-consolidation
Amalfi Shares, the continuance of the Corporation into Ontario under the OBCA,
and the change of name of the Corporation to "Royal Coal Corp.", or such other
name as the directors of the Corporation may determine.


Pursuant to the Business Combination, CDR intends to complete a private
placement (the "Private Placement") on amended terms than those previously
announced on December 21, 2009. The Private Placement shall be for up to
40,000,000 units of CDR ("CDR Units") at a price of CDN$0.50 (the "Offering
Price") per CDR Unit for gross proceeds of up to CDN$20,000,000, subject to an
over-allotment option (the "Over-Allotment Option") to be granted to Salman
Partners Inc., who has been engaged as the non-exclusive agent ("Agent") of CDR
in connection with the Private Placement. Each CDR Unit will consist of one
common share in the capital of CDR (a "CDR Common Share") and one half of one
share purchase warrant of CDR (a "CDR Warrant"), with each whole CDR Warrant
entitling the holder to acquire one CDR Common Share at a price of CDN$0.60 per
share for a period of two years from the closing date (the "Closing Date") of
the Private Placement. The Over-Allotment Option will be granted to the Agent to
increase the size of the Private Placement by up to an additional 6,000,000 CDR
Units for additional gross proceeds of up to CDN$3,000,000, which Over-Allotment
Option shall be exercisable by the Agent up to 48 hours prior to the Closing
Date. The Agent will be paid a cash commission of 7% (2% in respect of certain
institutional investors) of the aggregate gross proceeds of the Private
Placement, and will also be granted agent's options (the "CDR Agent's Options")
to purchase 7% (2% in respect of certain institutional investors) of the number
of Units sold under the Private Placement (including pursuant to the
Over-Allotment Option, if exercised), with each CDR Agent's Option entitling the
holder to purchase one CDR Common Share at the Offering Price for a period of 2
years from the Closing Date. The closing of the Private Placement is expected to
occur immediately prior to the completion of the Business Combination, on or
about January 31, 2010.


The completion of the Private Placement and the Business Combination are subject
to the receipt of all applicable regulatory approvals, including the approval of
the TSX Venture Exchange. The completion of the Business Combination is also
subject to additional conditions precedent, satisfactory completion of due
diligence reviews by the parties, board of directors approval of Amalfi and CDR,
and certain other usual conditions.


About CDR

CDR is a privately held coal exploration and production company, incorporated
pursuant to the Business Corporations Act (Ontario), headquartered in Toronto,
Ontario, Canada with a regional office in Hazard, Kentucky, U.S.A. CDR is
concentrating its efforts on developing producing surface coal mining operations
in the Central Appalachian coal producing region of the United States, which
includes parts of West Virginia, Virginia, Kentucky, Ohio, and Tennessee.


Trading of the Amalfi Shares will remain halted pending receipt of certain
documentation by the TSX Venture.


The completion of the Private Placement and the Business Combination are subject
to a number of conditions, including but not limited to, TSX Venture acceptance
and shareholder approval. The Business Combination cannot close until the
required shareholder approval is obtained. There can be no assurance that the
Private Placement or the Business Combination will be completed as proposed or
at all.


Investors are cautioned that any information released or received with respect
to the Private Placement or the Business Combination may not be accurate or
complete and should not be relied upon. Trading in the securities of the
Corporation should be considered highly speculative.


Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Neither Amalfi nor CDR will update these forward-looking
statements to reflect events or circumstances after the date hereof. More
detailed information about potential factors that could affect financial results
is included in the documents filed from time to time with the Canadian
securities regulatory authorities by Amalfi and CDR.


The securities of Amalfi being offered have not been, nor will be, registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons absent U.S. registration or an applicable exemption from U.S.
registration requirements. This release does not constitute an offer for sale of
securities in the United States.


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