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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 Proposed Private Placement of CDR Minerals Inc.

22/12/2009 1:12am

Marketwired Canada


Amalfi Capital Corporation (TSX VENTURE:ALI.P) ("Amalfi" or the "Corporation")
is pleased to announce that, in connection with its previously announced
business combination (the "Business Combination") with CDR Minerals Inc.
("CDR"), CDR has engaged Salman Partners Inc. (the "Agent") to act as
non-exclusive agent of CDR on a best efforts basis in connection with a proposed
private placement (the "Private Placement") of up to 40,000,000 units of CDR
("CDR Units") at a price of US$0.50 per CDR Unit for gross proceeds of up to
US$20,000,000, subject to an over-allotment option (the "Over-Allotment Option")
to be granted to the Agent. 


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 US$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 US$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. 


CDR intends to use the gross proceeds of the Private Placement to fund its
current coal projects in the Central Appalachian Basin in the United States, for
future acquisitions, and for general working capital purposes.


As previously announced on June 9, 2009 and November 26, 2009, the Business
Combination, which if completed, is expected to constitute Amalfi's qualifying
transaction for purposes of Policy 2.4 of the TSX Venture Exchange Inc. ("TSX
Venture") Corporate Finance Manual. The parties intend to complete the Business
Combination by way of a three-cornered amalgamation (the "Amalgamation), wherein
a wholly-owned subsidiary of Amalfi will amalgamate with CDR and continue as one
company under the Business Corporations Act (Ontario) ("Amalco"). 


The securities of CDR issued in connection with the Private Placement will be
exchanged for the same number of replacement securities of Amalco with the same
terms and conditions.


Closing of the Private Placement is expected to occur immediately prior to the
completion of the Amalgamation, on or about January 31, 2010, and is subject to
receipt of all applicable regulatory approvals, including the approval of TSX
Venture.


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 common 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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