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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 | - |
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Royal Coal Corp. ("Royal Coal" or the "Resulting Issuer") announces the
completion of the amalgamation (the "Business Combination") of CDR Minerals Inc.
("CDR") with Royal Coal's wholly-owned subsidiary to continue as one company
("Amalco") under the Business Corporations Act (Ontario) (the "OBCA"). In
connection with the completion of the Business Combination, Amalfi Capital
Corporation ("Amalfi") (TSX VENTURE:ALI.P) continued under the OBCA, changed its
name to "Royal Coal Corp." and consolidated its previously outstanding common
shares on the basis of two common shares of Amalfi ("Amalfi Shares") for one
common share of Royal Coal (the "Consolidation").
Concurrent with the closing of the Business Combination on August 12, 2010, CDR
completed its previously announced private placement of $4,685,000 in gross
proceeds, representing an aggregate of 23,425,000 units (the "CDR Units") at a
price of $0.20 per Unit (the "Private Placement"). Each CDR Unit is comprised of
one common share of CDR (the "CDR Shares") and one common share purchase warrant
("Warrant"). Each whole Warrant will entitle the holder to purchase one common
share of CDR at a price of $0.20 for a period of five years from the closing of
the Private Placement. Northern Securities Inc. and Salman Partners Inc.
(collectively, the "Agents") acted as agents on a best efforts basis in
connection with the brokered portion of the Private Placement. Pursuant to the
terms of the Private Placement, the Agents, along with other placement agents,
were paid an aggregate of $226,000 in cash commissions and were issued an
aggregate of 1,030,300 broker warrants, each exercisable to purchase one CDR
Unit at $0.20 for a period of 60 months from the closing of the Private
Placement.
The Amalgamation became effective on August 12, 2010, the date the Certificate
of Amalgamation was issued in respect of the Business Combination under the
OBCA. Pursuant to the Amalgamation and after giving effect to the Consolidation:
(i) each two (2) Amalfi Shares will be exchanged for one common share of Royal
Coal ("Resulting Issuer Share") upon receipt of the required documentation from
each shareholder; (ii) each CDR Share was exchanged for one Resulting Issuer
Share; and (iii) each holder of a post-Consolidation Amalfi Share received
0.28235525 of a Royal Coal new common share purchase warrant ("Resulting Issuer
New Warrant") for each Amalfi Share held, each whole warrant entitling the
holder to acquire one Resulting Issuer Share at a price of $0.20 per share for
two years from the closing of the Business Combination, resulting in the
issuance of 1,657,143 Resulting Issuer New Warrants. In addition, the other
outstanding convertible securities of each of Amalfi and CDR were
replaced/continued into securities of the Royal Coal as disclosed below under
the heading "Fully Diluted Share Capital of the Resulting Issuer".
Amendments to Debt Arrangements
Third Eye Capital Corporation ("TEC") and Juno Special Situations Corporation
("Juno") agreed to amend the note purchase agreement dated September 30, 2009
between Juno and TEC (the "TEC Loan") and the corresponding note purchase
agreement dated September 30, 2009 between CDR and Juno (the "Juno Loan", and
together with the TEC loan the "Indebtedness") to waive certain covenants that
were not achieved by CDR, and establish updated financial and production,
interest and repayment covenants. In accordance with such amendments,
US$1,000,000 was paid to reduce the Indebtedness (the "Closing Repayment") from
the proceeds from the Private Placement and US$450,000, representing unpaid
waiver fees, was added to the Indebtedness. The outstanding amount of the
Indebtedness after payment of the Closing Repayment was US$5,750,000, plus the
US$2 per ton royalty capped at 3,105,000 tons referenced in the Filing
Statement. The royalty payment commitment maturity date was extended from March
31, 2011 to January 31, 2012.
CDR also entered into an agreement with Juno, which amended the terms of the
Juno Loan. In accordance with such agreement, Juno granted CDR an option to
convert the principal amount of the Juno Loan into Resulting Issuer Shares at a
conversion price equal to the greater of (i) $0.20 and (ii) the weighted average
market price of the Resulting Issuer's shares for the 20 trading days prior to
the date notice is received exercising the option. The option is exercisable at
any time up until 20 days prior to the maturity date of the Juno Loan, which is
March 31, 2011. CDR's option to convert is subject to CDR using its best efforts
to find alternative financings to repay the Juno Loan in cash, CDR not being in
default under the Juno Loan, and the payment of increased royalty payments to
Juno of US$0.10 per ton of coal for each US$1,000,000 principal amount of the
Juno Loan converted. CDR remains a guarantor of Juno's debt obligations to TEC,
an arm's length lender, in respect of which CDR has granted a general security
interest over its assets.
GC Global Capital Inc.'s convertible debenture with CDR in the amount of
$375,000 was amended such that $25,000 was paid on closing of the Private
Placement and the balance of the principal will be repaid over the period ending
December 31, 2011.
Upon closing of the Private Placement, CDR paid Cheyenne Resources Inc.
US$800,000 of the principal amount owing under its convertible debentures with
CDR (the "CDR Cheyenne Debentures"). The principal amount of the CDR Cheyenne
Debentures after this payment was US$4,200,000 and the maturity date of the CDR
Cheyenne Debentures was extended to January 31, 2012.
CDR also entered into agreements (the "CDR Debt Settlement") with two arm's
length third parties (the "Trade Creditors"), pursuant to which CDR has agreed
to issue 4,125,000 CDR Units with an aggregate value of $825,000 to the Trade
Creditors in exchange for the cancellation of $825,000 in outstanding trade
payables.
Amendment to Previous Financing
In accordance with their agreements (the "January Unit Agreements") with CDR,
investors who subscribed for an aggregate of 2,200,000 units of CDR at a price
of $0.50 per unit in January 2010 received an additional 3,300,000 CDR Shares
for no additional consideration (so, following the closing of the Business
Combination, they held an aggregate of 5,500,000 Resulting Issuer Shares). In
addition, the 2,200,000 share purchase warrants originally forming part of such
units were cancelled and such investors instead received 5,500,000 common share
purchase warrants of the Resulting Issuer (the "Resulting Issuer CDR 2010
Warrants"). Each whole Resulting Issuer CDR 2010 Warrant entitles the holder to
acquire one Resulting Issuer Share at a price of $0.20 per share until August
12, 2015. One of the investors in the units was Juno, which received 1,800,000
additional CDR Shares and 3,000,000 Resulting Issuer CDR 2010 Warrants pursuant
to the above-noted amendments. See Principal Securityholders of the Resulting
Issuer below.
Filing Statement Amendments and Updated Financial Statements
The following information updates and replaces, as applicable, the disclosure
about the Resulting Issuer, including disclosure about the Resulting Issuer's
expected business objectives, milestones, pro forma consolidated capitalization,
intended use of funds and fully diluted share capital, set out in Amalfi's
filing statement dated March 29, 2010 (the "Filing Statement") which is
available on SEDAR and Amalfi's press releases issued on May 17, May 31 and July
23, 2010.
The interim financial statements of CDR for the three months ended March 31,
2010 are attached hereto and marked Exhibit "A" and the pro forma financial
statements of the Resulting Issuer as at March 31, 2010 are attached hereto and
marked Exhibit "B". The interim financial statements for the three months ended
March 31, 2010 of Amalfi are available on SEDAR.
Capitalized terms used in the following sections that are not otherwise defined
herein have the meanings assigned to them in the Filing Statement.
OPERATIONS UPDATE
Mining at the Big Branch (Cheyenne) surface mine has been continuous since the
acquisition of the mine on October 1, 2009. The Resulting Issuer has averaged
coal production of 30,553 tons per month over the past 8 months and the proceeds
of the CDR Private Placement will be used to increase production to a targeted
65,000 tons per month beginning October 2010. The Resulting Issuer intends to
make capital expenditures of US$2,400,000 at the Big Branch (Cheyenne) surface
mine as follows: US$950,000 will be expended on the current mining fleet to
repair key components; the balance of US$1,450,000 will be used to acquire
additional equipment enabling the production forecast of 65,000 tons per month
beginning in October 2010.
BUSINESS OBJECTIVES
The Resulting Issuer will concentrate its efforts on developing an asset base in
the central Appalachian coal producing region of the United States, and may
expand internationally as opportunities allow. The central Appalachian area
includes parts of West Virginia, Virginia, Kentucky, Ohio and Tennessee. Central
Appalachia's history of producing large volumes of thermal and metallurgical
coal, along with the under-utilized coal infrastructure already in place make
the area ideal for the implementation of business model. Coal assets in the area
can be acquired and brought into production relatively quickly.
The Resulting Issuer's principal initial business objective is to utilize its
available working capital and available cash flow from operations to achieve its
principal milestones as described below.
MILESTONES
The principal milestones necessary to be achieved by Royal Coal in 2010 and 2011
in order for Royal Coal to achieve success in its business plan are:
Project Milestone Target Cost
Date
----------------------------------------------------------------------------
Big Add scheduled equipment and add fourth September US$ 1,450,000
Branch production spread of equipment to increase 2010
production
Own permit; post bonding November US$ 1,000,000
2011
WORKING CAPITAL OF THE RESULTING ISSUER
Based on current working capital projections, the Resulting Issuer's working
capital available to fund ongoing operations, together with its revenue from
operations and the proceeds of the Private Placement, is expected by management
of the Resulting Issuer to meet its work program and administration costs for a
minimum of 18 months without further additional capital. The projections of the
Resulting Issuer assume the following factors: (a) coal production will be from
the Big Branch (Cheyenne) mine only; (b) coal production from the Big Branch
(Cheyenne) mine of 34,000 tons per month initially and increasing to 65,000 tons
per month beginning October 2010; (c) further capital equipment expenditures of
US$2,400,000 as described above; (d) average coal prices of US$61 for the
balance of 2010 and US$69.50 in 2011 which are based on existing contracts and
contract prices currently being negotiated by the Resulting Issuer. The price
assumptions of the Resulting Issuer for 2011 are based on prevailing market
prices and the forward price curve for the Resulting Issuer's grade of coal. The
Resulting Issuer is currently negotiating coal sales contracts for 2011 at the
projected prices; and (e) average mining costs per ton of US$54 for the balance
of 2010 and US$50 in 2011, which are based on actual costs of the Resulting
Issuer experienced to date and projected to the end of 2010. The average mining
costs projected for 2010 are based on current costs of the Resulting Issuer
adjusted for anticipated changes in materials and labour. Significant risks to
be considered include, without limitation, the risk that the Resulting Issuer
might not receive the prices for its coal that are used in its projections; the
Resulting Issuer's production costs coming in higher than expected; the
Resulting Issuer's production levels and availability (uptime) of the coal
production equipment being lower than expected; the Resulting Issuer being
unable to acquire necessary equipment for purchase or lease; non-cooperation of
suppliers and management with respect to significant current and past due
accounts payable and compensation owing; the Resulting Issuer not being able to
renew its lease on the Charlene rail load-out facility it uses to ship coal; the
Resulting Issuer not meeting its outstanding financial or payment covenants in
relevant loan arrangements and related future production targets; and the other
factors discussed under "Risk Factors" in the Filing Statement.
The minimum 18 month working capital projections of the Resulting Issuer assume
that CDR will exercise its option in March 2011 to convert the principal amount
of the Juno Loan into Resulting Issuer Shares.
As at March 31, 2010, Royal Coal will have a pro forma consolidated working
capital deficiency of US$3,943,822. The opening pro forma consolidated working
capital of Royal Coal was calculated after giving effect to the following:
Pro forma as at March 31, 2010 after
giving effect to the Qualifying
Transaction
----------------------------------------
Expenses of CDR for the Amalgamation US$120,000
Expenses of Amalfi for the US$388,000
Amalgamation
----------------------------------------
US$508,000
In the three months ending March 31, 2010, CDR's cost of sales of $8.53 million
exceeded its revenue of $5.76 million due to CDR's higher than expected costs of
opening multiple mining areas on the Big Branch property and repairing and
maintaining its used fleet of equipment. Royal Coal expects that its planned
expenditures on capital equipment using proceeds from the Private Placement, as
noted below, combined with improved equipment maintenance and mine planning will
increase production to profitable levels.
USE OF CASH PROCEEDS FROM PRIVATE PLACEMENT
Royal Coal intends to, or will have used, the gross cash proceeds from the
Private Placement (US$4,612,128), and the pro forma cash balance at March 31,
2010 ($5,271,478) as follows:
Use of Cash Proceeds from
Private Placement -
US$(1)
-------------------------
Expenditures on capital equipment at Big branch $ 1,450,000
Mining Operations
Payment in respect of the Indebtedness $ 1,000,000
Payment in respect of GC Global Capital Inc.'s $ 24,272
convertible debenture
Payment in respect of the CDR Cheyenne Debentures $ 800,000
Expenses for the Business Combination $ 508,000
General and Administrative Expenses $ 829,856
Notes:
(1) Notwithstanding its pro forma consolidated working capital deficiency of
US$3,943,822 as at March 31, 2010, Royal Coal believes that it has
sufficient funds to carry out its operations, based on the assumptions
set out above under "Working Capital of the Resulting Issuer".
Royal Coal intends to spend the funds available to it on completion of the
Qualifying Transaction to further its stated business objectives. However, there
may be circumstances where, for sound business reasons, a reallocation of funds
may be necessary in order for Royal Coal to achieve its stated business
objectives.
Management of Royal Coal estimates that the aggregate monthly general and
administrative expenses to be incurred by Royal Coal will be approximately
US$167,000, for an aggregate of approximately US$2,040,000 per annum. These
expenses are expected to be paid from available working capital and cash-flow
from operations. Based on a management prepared budget, revenues from the
operations of Royal Coal are expected to cover the estimated administration
costs of Royal Coal upon the closing of the Amalgamation.
CONSOLIDATED CAPITALIZATION OF THE RESULTING ISSUER
The expected capitalization of the Resulting Issuer, after giving effect to the
Qualifying Transaction and CDR Private Placement, is as follows:
Outstanding in the
Resulting Issuer
After Giving Effect
to the Qualifying
Transaction and
Capital Authorized Certain Matters (1)
---------------------------------------- -------------- --------------------
(unaudited)
Long-term Debt N/A US$4,730,936 (2)
Current Portion of Long-Term Debt N/A US$369,167 (2)
Resulting Issuer Shares Unlimited US$14,261,329(3)
(94,250,007)(4)(5)
Resulting Issuer special shares Unlimited Nil
Notes:
(2) Pursuant to the Amalfi Stock Option Plan, the Resulting Issuer has
reserved 11,291,331 Resulting Issuer Shares for stock options.
(3) See the pro forma financial statements of the Resulting Issuer as at
March 31, 2010 attached as Exhibit "B" hereto. Upon completion of the
Qualifying Transaction, the Cheyenne Debentures and the CDR Global
debentures are classified as long term debt, since the undiscounted face
value of $4,550,000 is not payable within 12 months of the Qualifying
Transaction. The Juno Loan maturity date of March 31, 2011 is less than
12 months from the Qualifying Transaction date, resulting in the
$5,750,000 undiscounted face value of the Juno Loan being reclassified
as current debt.
(4) In accordance with generally accepted accounting principles for a
reverse takeover transaction, the dollar value of the share capital of
Resulting Issuer after the completion of the Amalgamation will be the
dollar value of the share capital of CDR immediately prior to completion
of the Amalgamation, together with the net value of Amalfi. In addition,
the deficit of Resulting Issuer will be the deficit of CDR immediately
prior to the completion of the Qualifying Transaction, which as at March
31, 2010 after the deduction of stock-based compensation costs,
commissions, consultant fees and related expenses is (US$15,126,025).
(5) Not including any Resulting Issuer Shares issuable pursuant to the
exercise of any convertible securities of the Resulting Issuer.
(6) See Fully-Diluted Share Capital Table below.
Fully Diluted Share Capital of the Resulting Issuer
The following table describes the expected the fully-diluted share capital of
the Resulting Issuer, after giving effect to the Qualifying Transaction and CDR
Private Placement.
Number of
Resulting
Issuer Shares Percentage
Assuming Assuming
Completion of Completion of
the the
Outstanding Resulting Issuer Shares Amalgamation Amalgamation
----------------------------------------------------------------------------
Resulting Issuer Shares issued after 5,869,000 3.68%
Completion of Amalgamation and
Consolidation to former holders of Amalfi
Shares
Resulting Issuer Shares issued after 55,678,484 34.89%
Completion of Amalgamation and
Consolidation to former holders of CDR
Shares
Additional Resulting Issuer Shares issued 3,300,000 2.07%
after Completion of Amalgamation to former
holders of January Units(6)
Additional Resulting Issuer Shares issued 1,652,523 1.04%
after Completion of Amalgamation to holders
of CDR Shares that exercised their CDR PKM
MOU Rights
Resulting Issuer Shares issued after 23,425,000 14.68%
Completion of Amalgamation and
Consolidation to Investors in the CDR
Private Placement(1)
Resulting Issuer Shares issued after 4,125,000 2.58%
Completion of Amalgamation and
Consolidation to Trade Creditors(1)(7)
Resulting Issuer Shares issued as finder's 200,000 0.13%
fee pursuant to the Qualifying Transaction
---------------
Subtotal 94,250,007
Reserved Resulting Issuer Shares(2)
---------------------------------------------
Securities reserved for issuance pursuant to 27,550,000 17.26%
Resulting Issuer CDR New Warrants(1)(7)
Securities reserved for issuance pursuant to 7,735,407 4.85%
Resulting Issuer CDR Warrants
Securities reserved for issuance pursuant to 5,500,000 3.45%
Resulting Issuer CDR 2010 Warrants(6)
Securities reserved for issuance pursuant to 518,446 0.33%
Resulting Issuer CDR Broker Warrants
Securities reserved for issuance pursuant to 2,060,600 1.29%
Resulting Issuer CDR New Broker Warrants
(including the underlying CDR Warrants) (3)
Securities reserved for issuance pursuant to 8,050,000 5.04%
Resulting Issuer CDR Options
Securities reserved for issuance pursuant to 8,400,000 5.26%
Resulting Issuer CDR Cheyenne Debentures(4)
Securities currently reserved for issuance 700,000 0.44%
pursuant to Resulting Issuer CDR Global
Debentures(5)
Securities reserved for issuance pursuant to 580,000 0.36%
Resulting Issuer Amalfi Options
Securities reserved for issuance pursuant to 1,657,143 1.04%
Resulting Issuer New Warrants
Securities reserved for issuance pursuant to 2,661,331 1.67%
Resulting Issuer New Options(8)
Securities reserved for issuance pursuant to Number to be Number to be
conversion of Juno Loan(9) determined determined
-------------------------------
Total Fully-Diluted Resulting Issuer Shares 159,662,934 100%
Notes:
(1) Upon completion of the CDR Private Placement and the CDR Debt
Settlement, the Resulting Issuer issued an additional 23,425,000 and
4,125,000 Resulting Issuer Units (27,550,000 in total), respectively,
comprised of an aggregate of 27,550,000 Resulting Issuer Shares and
27,550,000 Resulting Issuer CDR New Warrants in replacement of the
27,550,000 CDR Units issued pursuant to the CDR Private Placement and
the CDR Debt Settlement. Each Resulting Issuer CDR New Warrant entitles
the holder to acquire one Resulting Issuer Share at a price of $0.20 per
share until the date that is 60 months from the closing of the CDR
Private Placement on August 12, 2010.
(2) The Amalfi Agents Options previously disclosed in the Filing Statement
have expired, and no Resulting Issuer Amalfi Agents' Options will be
issued in connection with the Closing of the Business Combination.
(3) The Resulting Issuer issued 1,030,300 Resulting Issuer CDR New Broker
Warrants in replacement of the 1,030,300 CDR New Broker Warrants issued
pursuant to the CDR Private Placement, each entitling the holder to
acquire one Resulting Issuer Unit at a price of $0.20 per Unit until
five years from the closing of the CDR Private Placement being comprised
of 1,030,300 Resulting Issuer Shares and 1,030,300 Resulting Issuer CDR
New Warrants.
(4) The US$5,000,000 principal amount of CDR Cheyenne Debentures were issued
pursuant to the Big Branch Acquisition and matured on April 1, 2011.
They bear interest at 12% per annum and are convertible into CDR Shares
on the basis of one CDR Share for each US$0.50 principal amount of
debentures until maturity. For additional information see the notes to
the financial statements for the three months ended March 31, 2010 of
CDR attached as Exhibit "A" hereto and the notes to the pro forma
financial statements of the Resulting Issuer as at March 31, 2010
attached as Exhibit "B" hereto. On closing, CDR paid US$800,000
principal amount of the CDR Cheyenne Debentures, resulting in a
principal amount owing of US$4,200,000 under the CDR Cheyenne Debentures
and the issuance on conversion of the remaining principal amount of up
to 8,400,000 Resulting Issuer Shares.
(5) The $375,000 principal amount of CDR Global Debentures currently
outstanding matures on December 31, 2010, bear interest at 12% per
annum, and are convertible into CDR Shares on the basis of one CDR Share
for each $0.50 (subject to the adjustment provisions in the CDR Global
Debentures) principal amount of debentures until maturity. For
additional information see the notes to the financial statements for the
three months ended March 31, 2010 of CDR attached as Exhibit "A" hereto
and the notes to the pro forma financial statements of the Resulting
Issuer as at March 31, 2010 attached as Exhibit "B" hereto. On closing,
CDR paid $25,000 principal amount of the CDR Global Debentures,
resulting in principal amount owing of $350,000 under the CDR Global
Debentures, and the issuance on conversion of the remaining principal
amount of up to 700,000 Resulting Issuer Shares.
(6) In accordance with the January Unit Agreements, investors who subscribed
for an aggregate of 2,200,000 units of CDR at a price of $0.50 per unit
in January 2010 received an additional 3,300,000 CDR Shares for no
additional consideration (so, following the closing of the Business
Combination, they held an aggregate of 5,500,000 Resulting Issuer
Shares). In addition, the 2,200,000 share purchase warrants originally
forming part of such units were cancelled and such investors instead
received 5,500,000 Resulting Issuer CDR 2010 Warrants. Each whole
Resulting Issuer CDR 2010 Warrant entitles the holder to acquire one
Resulting Issuer Share at a price of $0.20 per share until August 12,
2015.
(7) CDR entered into a debt settlement agreement with two Trade Creditors,
pursuant to which CDR agreed to issue 4,125,000 CDR Units with an
aggregate value of $825,000 to the Trade Creditors in exchange for the
cancellation of $825,000 in outstanding trade payables.
(8) Assuming the maximum 2,661,331Resulting Issuer New Options are granted.
(9) CDR entered into an agreement with Juno, which amended the terms of the
Juno Loan. In accordance with such agreement, Juno granted CDR an option
to convert the principal amount of the Juno Loan into Resulting Issuer
Shares at a conversion price equal to the greater of (i) $0.20 and (ii)
the weighted average market price of the Resulting Issuer Shares for the
20 trading days prior to the date notice is received exercising the
option. The option is exercisable at any time up until 20 days prior to
the maturity date of the Juno Loan, which is March 31, 2011.
OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES OF THE RESULTING ISSUER
The following table describes the options and other rights to purchase Resulting
Issuer Shares outstanding, after giving effect to the Qualifying Transaction and
CDR Private Placement.
Nature of Number of Exercise
Security Holder Securities Price Expiry Date
----------------------------------------------------------------------------
Resulting Issuer Directors, Up to 2,661,331 $0.20 Ten years from
New Options Officers and the date of
Consultants of grant
the Resulting
Issuer
Resulting Issuer Directors and 580,000 $0.20 August 12, 2011
Amalfi Officers of and November
Options(1) Amalfi 30, 2012
Resulting Issuer Directors and 2,500,000 $0.25 September 30,
CDR Options Officers of CDR 2010 and
October 25,
2012
5,550,000 $0.50 August 14,
2013, November
6, 2014,
November 16,
2014 and
December 10,
2014
Resulting Issuer Agents of CDR 133,635 $1.25 November 28,
CDR Broker 2009 Private 2010
Warrants Placement and
other
financings
304,811 US$0.50 October 13,
2011 and
November 2,
2011
80,000 $0.50 January 8, 2012
Resulting Issuer Securityholders 1,744,600 $0.25 October 25,
CDR Warrants of CDR 2010
1,000,000 $0.50 October 21,
2011
4,354,445 US$0.50 June 25, 2011,
July 7, 2011,
July 10, 2011,
July 15, 2011
and October 15,
2011
636,362 $1.25 November 28,
2010
Resulting Issuer Securityholders 5,500,000 $0.20 Five years from
CDR 2010 of CDR the Closing
Warrants Date
Resulting Issuer Shareholders of 1,657,143 $0.20 Two years from
New Warrants Amalfi the Closing
Date
Resulting Issuer Securityholders 27,550,000 $0.20 Five years from
CDR New of CDR the Closing
Warrants(2) Date
Resulting Issuer Agents of CDR 1,030,000 $0.20 Five years from
CDR New Broker Private the Closing
Warrants(3) Placement Date
Notes:
(1) After giving effect to the Consolidation, there were 580,000 Amalfi
Options outstanding (instead of 331,429 Amalfi Options as disclosed in
the Filing Statement). Each Amalfi Option was exchanged/continued into
one Resulting Issuer Amalfi Option, exercisable at a price of $0.20 per
share (instead of $0.35 per share as disclosed in the Filing Statement)
until (i) August 12, 2011, in the case of 446,500 Resulting Issuer
Amalfi Options, and (ii) November 30, 2012 in the case of 133,500
Resulting Issuer Amalfi Options.
(2) Includes the 23,425,000 Resulting Issuer CDR New Warrants issued
pursuant to the CDR Private Placement and the 4,125,000 Resulting Issuer
CDR New Warrants issued pursuant to the CDR Debt Settlement.
(3) The Resulting Issuer issued 1,030,300 Resulting Issuer CDR New Broker
Warrants in replacement of the 1,030,300 CDR New Broker Warrants issued
pursuant to the CDR Private Placement, each entitling the holder to
acquire one Resulting Issuer Unit at a price of $0.20 per Unit until two
years from the closing of the CDR Private Placement being comprised of
1,030,300 Resulting Issuer Shares and 1,030,300 Resulting Issuer CDR New
Warrants. If the 1,030,300 CDR New Warrants underlying the Resulting
Issuer CDR New Broker Warrants are exercised, an additional 1,030,000
Resulting Issuer Shares will be issuable.
There is no assurance that the options, warrants or other rights described above
will be exercised in whole or in part.
ESCROWED SECURITIES OF THE RESULTING ISSUER
The following table sets out the number of securities of the Resulting Issuer
which will be held subject to escrow:
Number of
Securities in Percentage of
Escrow after Class after
Completion of Completion of
Qualifying Qualifying
Designation of Class Transaction Transaction(1)
---------------------------------- --------------- ----------------
Resulting Issuer Shares 25,877,414(2) 27.45%
Resulting Issuer CDR 2010 Warrants 3,000,000 54.54%
Resulting Issuer CDR New Warrants 1,500,000 5.44
Resulting Issuer CDR Warrants 1,000,000 12.92
Notes:
(1) Prior to the issuance of the Resulting Issuer Shares issuable upon
exercise of any convertible securities of the Resulting Issuer, and not
including any securities which may be issued pursuant to the CDR Private
Placement.
(2) This number includes (i) 1,300,000 Resulting Issuer Shares issued in
exchange for the escrowed securities of Amalfi, (ii) 22,910,749 New
Escrowed Shares (defined below) after giving effect to the Amalgamation
and the Consolidation, and (iii) 1,666,665 Resulting Issuer Shares held
by arm's length parties of CDR.
In addition to the 1,300,000 Resulting Issuer Shares held in escrow pursuant to
the Amalfi Escrow Agreement, certain shareholders listed below have entered into
a Form 5D escrow agreement with CIBC Mellon and the Resulting Issuer (the "TSX
Venture Escrow Agreement"), as required by the TSX Venture pursuant to which
they have deposited 22,910,749 Resulting Issuer Shares described below (the "New
Escrowed Shares") into escrow with CIBC Mellon. The TSX Venture Escrow Agreement
is a value escrow agreement which will provide for a release of 10% of the New
Escrowed Shares at the time of the final exchange notice accepting completion of
the Amalgamation (the "Exchange Notice") and 15% every six (6) months
thereafter. Pursuant to the TSX Venture Escrow Agreement, the New Escrowed
Shares can only be transferred in accordance with the TSX Venture policies.
The following is disclosure regarding the escrowed securities of the Resulting
Issuer:
Name and Municipality of Prior to After the
Residence Class Amalgamation Amalgamation
------------------------- --------------- --------------- -----------------
Number of Number and
Resulting Percentage of
Issuer Resulting
Securities Issuer
Securities(3)
---------------------------------
Juno Special Solutions Common 14,200,000 16,000,000(4)
Corporation (16.98%)
Toronto, Ontario
Resulting 3,000,000 3,000,000
Issuer CDR 2010 (54.54%)
Warrants
Michael L. Rousseau Common 600,000(1) 300,000(2)
Calgary, Alberta (0.32%)
S. Raymond Ludwig Common 600,000(1) 300,000(2)
Calgary, Alberta (0.32%)
Charles (Chip) D. Burgess Common 600,000(1) 300,000(2)
Calgary, Alberta (0.32%)
Murray R. Hinz Common 600,000(1) 300,000(2)
Calgary, Alberta (0.32%)
Douglas M. Stuve Common 200,000(1) 100,000(2)
Calgary, Alberta (0.11%)
Michael J. Campbell Common 233,333 233,333
Mississauga, Ontario (0.25%)
Resulting 400,000 (5.17%)
Issuer CDR
Warrants
James Hannah Common Nil Nil
Toronto, Ontario
James A. Flores Common Nil Nil
Noblesville, Indiana
A. Thomas Griffis Common 1,955,557 1,955,557
Toronto, Ontario (3.04%)
Elia Crespo Common 283,336 283,336
Mississauga, Ontario (0.48%)
Resulting 600,000 (7.75%)
Issuer CDR
Warrants
Peter K. Moran Common 1,788,523 1,788,523(5)
Mashpee, Massachusetts (1.90%)
Robert Heuler Common Nil Nil
Pittsburg, Pennsylvania
James O'Neill Common Nil Nil
Ajax, Ontario
Scott Hand Common 1,000,000 2,500,000(6)
Toronto, Ontario (2.65%)
Resulting 1,500,000 1,500,000
Issuer CDR New (5.44%)
Warrants
John Ellis Common 100,000 100,000
Spring Creek, Nevada (0.11%)
James Ladner Common 50,000 50,000
Kilchberg, Switzerland (0.05%)
Dino Titaro Common Nil Nil
Oakville, Ontario
Notes:
(1) Number of shares prior to the completion of the Consolidation.
(2) After completion of the Consolidation and the CDR Private Placement.
(3) Prior to the issuance of any Resulting Issuer Shares issuable upon
exercise of any convertible securities of the Resulting Issuer.
(4) Includes the 1,800,000 Resulting Issuer Shares issued to Juno in
connection with the January Unit Agreements, as described in the "Fully
Diluted Share Capital of the Resulting Issuer" table above.
(5) Peter K. Moran, the Chief Operating Officer of the Resulting Issuer,
holds 1,788,523 Resulting Issuer Shares indirectly through PKM Holdings
LLC, which is a company controlled by Mr. Moran.
(6) Includes the 1,500,000 Resulting Issuer Shares issued to Scott Hand
pursuant to the CDR Private Placement.
An additional 1,666,665 Resulting Issuer Shares issued in exchange for 1,666,665
CDR Shares held by arm's length parties of CDR are subject to escrow
requirements under the TSX Venture seed share sale restrictions in accordance
with the policies of the TSX Venture and are releasable under the same terms of
the TSX Venture Escrow Agreement.
In accordance with the policies of the TSX Venture, 3,000,000 Resulting Issuer
CDR 2010 Warrants, 1,500,000 Resulting Issuer CDR New Warrants and 1,000,000
Resulting Issuer CDR Warrants were also deposited into escrow with CIBC Mellon.
PRINCIPAL SECURITYHOLDERS OF THE RESULTING ISSUER
The following are the only Persons who will, directly or indirectly, own or
direct control or direction over more than 10% of the Resulting Issuer Shares
after the completion of the Amalgamation, the CDR Private Placement and after
giving effect to the Consolidation.
Number of
Resulting
Name and Municipality of Type of Issuer Percentage of
Residence Ownership Securities Class(2)
--------------------------- --------------- --------------- ----------------
Juno Special Situations Direct 16,000,000(1) 16.98%
Corporation(3) Common Shares
Toronto, Ontario
Direct 3,000,000(1) 54.54%
(4)
Resulting
Issuer CDR 2010
Warrants
Notes:
(1) These Resulting Issuer Shares and 3,000,000 Resulting Issuer CDR 2010
Warrants are held in escrow pursuant to the TSX Venture Escrow
Agreement. This amount does not include any Resulting Issuer Shares
issuable to Juno in connection with the conversion of the Juno Loan.
(2) Prior to the issuance of Resulting Issuer Shares issuable upon exercise
of any convertible securities of the Resulting Issuer.
(3) No single shareholder of Juno or any shareholders acting jointly or in
concert with one another owns more than 10% of the outstanding shares of
Juno.
(4) Each whole Resulting Issuer CDR 2010 Warrant entitles the holder to
acquire one Resulting Issuer Share at a price of $0.20 per share until
August 12, 2015.
Trading of Resulting Issuer Shares
The completion of the Business Combination has received conditional approval of
TSX Venture and is subject to its final approval, which Royal Coal expects to
receive after completion of the required filings.
The Resulting Issuer Shares are expected to commence trading under the symbol
"RDA" after TSX Venture issues its final bulletin, with trading expected to be
reinstated on or about August 24, 2010.
About Royal Coal
The board of directors of Royal Coal is comprised of A. Thomas Griffis, Elia
Crespo, Michael Rousseau, Scott Hand, Dino Titaro, James Ladner and John Ellis.
Royal Coal is a coal exploration and production company, headquartered in
Toronto, Ontario, Canada with a regional office in Hazard, Kentucky, U.S.A.
whose primary business focus is 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.
The completion of the Business Combination is subject to a number of conditions,
including but not limited to, TSX Venture acceptance. There can be no assurance
that the Business Combination will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect
to the Business Combination may not be accurate or complete and should not be
relied upon. Trading in the securities of Royal Coal 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 from those currently anticipated due to a number of
factors and risks. The forward-looking statements contained in this press
release are made as of the date hereof and Royal Coal undertakes no obligation
to update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so
required by applicable securities laws.
EXHIBIT "A"
CDR Minerals Inc.
Consolidated Financial Statements
For the three months ended March 31, 2010
(expressed in US dollars)
(unaudited)
Notice of no Auditor Review - Financial Statements
Under National Instrument 51-102, Part 4, Subsection 4.3 (3)(a), if an auditor
has not performed a review of the interim financial statements, they must be
accompanied by a notice indicating that the financial statements have not been
reviewed by an auditor.
The accompanying unaudited interim financial statements of the Corporation have
been prepared by and are the responsibility of the Corporation's management. The
Corporation's independent auditor has not performed a review of these financial
statements in accordance with standards established by the Canadian Institute of
Chartered Accountants for a review of interim financial statements.
CDR MINERALS INC.
CONSOLIDATED BALANCE SHEETS
(expressed in US dollars)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
As at March 31 December 31
2010 2009
----------------------------------------------------------------------------
(unaudited) (audited)
ASSETS
Current
Cash $ 440,844 $ 800,099
Accounts receivable 1,116,402 243,093
Prepaid expenses and other current assets 534,325 471,047
Inventory 110,090 342,098
Quebec tax credit and mining duties refundable 128,043 130,979
Investment (note 3) 98,445 95,150
----------------------------------------------------------------------------
2,428,149 2,083,276
Capital assets, net (note 4) 1,359,283 915,562
Mineral properties (note 5) 13,373,015 13,525,484
----------------------------------------------------------------------------
$ 17,160,447 $ 16,524,322
----------------------------------------------------------------------------
LIABILITIES
Current
Accounts payable and accrued liabilities (note
14) $ 6,285,272 $ 3,189,764
Bank loan (note 6) 506,125 -
Notes payable, current portion (note 7) 4,759,067 2,000,000
Convertible debentures, current portion (note
8) 369,167 356,813
----------------------------------------------------------------------------
11,919,631 5,546,576
----------------------------------------------------------------------------
Asset retirement obligation (note 10) 274,574 262,579
Notes payable (note 7) - 860,792
Convertible debentures (note 8) 4,730,936 4,669,884
----------------------------------------------------------------------------
16,925,141 11,339,831
----------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital stock (note 9) 11,323,709 10,693,870
Shares to be issued (note 9) 771,702 771,702
Warrants (note 9) 1,250,540 864,016
Contributed surplus (note 9) 2,149,150 1,602,603
Equity portion of convertible debentures (note
8) 408,333 408,333
Accumulated other comprehensive loss (542,103) (542,103)
Deficit (15,126,025) (8,613,929)
----------------------------------------------------------------------------
235,306 5,184,491
----------------------------------------------------------------------------
$ 17,160,447 $ 16,524,322
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Nature of operations and going concern (note 1)
Commitments and subsequent events (notes 6, 7, 15 and 16)
See accompanying notes to consolidated
financial statements
Approved by the board of directors "Tom Griffis" "Elia Crespo"
------------------------------
Director Director
CDR MINERALS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS, DEFICIT, OTHER COMPREHENSIVE LOSS AND
ACCUMULATED OTHER COMPREHENSIVE LOSS
(expressed in US dollars - unaudited)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
For the three months ended March 31 2010 2009
----------------------------------------------------------------------------
Revenues $ 5,756,212 $ -
Cost of sales 8,531,558 -
----------------------------------------------------------------------------
(2,775,344) -
----------------------------------------------------------------------------
Expenses
Accretion on notes payable (note 7) and
convertible debentures (note 8) 1,413,880 2,714
Amortization 1,829 1,229
General and administration 580,901 53,525
Interest on notes payable (note 7) and
convertible debentures (note 8) 400,678 17,820
Management and consulting (note 12) 528,610 398,199
Professional fees 116,631 11,787
Stock-based compensation (note 9) 546,547 35,046
Travel 26,186 40,794
Write-off of mineral exploration properties
(note 5) - 32,052
----------------------------------------------------------------------------
3,615,262 593,167
----------------------------------------------------------------------------
Loss before undernoted (6,390,606) (593,167)
Interest income 26,052 312
Foreign exchange gain (loss) (147,541) 33,400
----------------------------------------------------------------------------
Net loss and comprehensive loss for the period $ (6,512,094) $ (598,902)
----------------------------------------------------------------------------
Basic and diluted net loss per share $ (0.12) $ (0.02)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Weighted average shares outstanding 55,382,373 43,752,727
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Deficit
Balance, beginning of period $ (8,613,930) $ (1,469,747)
Net loss for the period (6,512,094) (559,455)
----------------------------------------------------------------------------
Balance, end of period $ (15,126,024) $ (2,029,202)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Accumulated other comprehensive loss
Balance, beginning of period $ (542,103) $ (1,198,858)
Change in foreign exchange translation - (39,447)
----------------------------------------------------------------------------
Balance, end of period $ (542,103) $ (1,238,305)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
CDR MINERALS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in US dollars - unaudited)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
For the three months ended March 31 2010 2009
----------------------------------------------------------------------------
Cash provided by (used in)
Operations
Net loss $ (6,512,094) $ (559,455)
Items not involving cash
Accretion on notes payable and convertible
debentures 1,413,880 2,714
Accretion of provision for asset retirement
obligation 11,995 -
Amortization and depletion 293,433 1,229
Unrealized foreign exchange gain (loss) on
investments 3,295 -
Unrealized foreign exchange gain (loss) 159,013 -
Write-off of mineral exploration properties - 32,052
Stock-based compensation 546,547 35,046
----------------------------------------------------------------------------
(4,083,931) (534,222)
Net change in non-cash working capital
Accounts receivable (873,309) -
Quebec tax credit and mining duties
refundable 2,111 (28,649)
Prepaid expenses and other current assets (63,278) (16,300)
Inventory 232,818 -
Accounts payable and accrued liabilities 2,795,508 234,905
Due to related parties - 22,487
----------------------------------------------------------------------------
(1,990,082) (321,780)
----------------------------------------------------------------------------
Investing
Purchase of capital assets (583,860) (13,182)
Mineral exploration properties - (481,866)
Deposit on capital assets - 130,781
----------------------------------------------------------------------------
(583,860) (364,267)
----------------------------------------------------------------------------
Financing
Proceeds from share issuance, net 1,016,363 -
Proceeds of notes payable, net 692,199 -
Proceeds from bank loan 506,125 -
Deferred financing charges - (16,292)
----------------------------------------------------------------------------
2,214,687 (16,292)
----------------------------------------------------------------------------
Net change in cash (359,255) (702,339)
Cash, beginning of period 800,099 1,859,733
----------------------------------------------------------------------------
Cash, end of period $ 440,844 $ 1,157,394
----------------------------------------------------------------------------
Supplemental cash flow information (note 11)
Interest paid $ 388,349 $ 2,192
----------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
1. Nature of operations and going concern
CDR Minerals Inc. (the "Company") was incorporated under the laws of Ontario.
The Company's principal business is the acquisition and development of high
quality coal mining operations in the Central Appalachian Basin of the United
States and base metal exploration in Quebec.
The Company was in the exploration stage until September 30, 2009 when it
acquired and commenced coal mining operations at its Big Branch property near
Hazard, Kentucky.
The Company has not yet determined whether it's Quebec mineral property interest
contains reserves that are economically recoverable. The recoverability of
amounts shown for mineral property interests is dependent upon the ability of
the Company to obtain financing to complete the exploration and development of
its mineral property interests, the existence of economically recoverable
reserves and future profitable production, or alternatively, upon the Company's
ability to recover its costs through a disposition of its mineral property
interests. The amounts shown for mineral resource properties do not necessarily
represent present or future value. Changes in future conditions could require a
material change in the amount recorded for mineral property interests.
The Company is exposed to commodity price risk with respect to coal and base
metal prices. A significant decline in coal and base metal prices may affect the
Company's ability to obtain capital for the exploration and development of its
mineral property interests.
The Company has not yet demonstrated profitable production at its Big Branch
property and additional funding is required to finance its operations and the
exploration of mineral resource properties. There is substantial doubt as to the
Company's ability to continue as a going concern. The Company is actively
seeking to raise the necessary capital to meet its funding requirements.
Although the Company has been successful in raising funds to date, there can be
no assurance that additional funding will be available in the future. As such,
these consolidated financial statements have been prepared on a going concern
basis, which assumes that the Company will be able to continue in operation for
the foreseeable future and will be able to realize its assets and discharge its
liabilities and commitments in the normal course of business. These consolidated
financial statements do not reflect the adjustments to the carrying values of
assets and liabilities and the reported expenses and balance sheet
classifications that would be necessary were the going concern assumption
inappropriate, and these adjustments could be material.
2. Significant accounting policies
These unaudited interim financial statements of the Company have been prepared
using accounting policies that are consistent with the policies used in
preparing the Company's annual financial statements. Generally accepted
accounting principles for interim financial statements do not conform in all
respects to the disclosures required for annual financial statements, and
accordingly, these unaudited interim financial statements should be read in
conjunction with the annual financial statements.
Inventory
Coal inventory, valued at the lower of cost and net realizable value, is
measured at the average production cost for extraction and is relieved on a
first-in, first-out basis. Production costs include direct labour, benefits,
direct materials and other direct production costs, including depletion and
amortization. Given the significant costs in the first year of operations, the
inventory costs exceeded the net realizable value and as such, the inventory has
been written down to its net realizable value at December 31, 2009 and March 31,
2010.
Future accounting changes
On January 1, 2011, the Company will adopt CICA Handbook Section 1582, "Business
Combinations", which will replace Section 1581, "Business Combinations". The new
standard establishes standards for the recognition and measurement of
identifiable assets acquired, liabilities assumed, non-controlling interest in
the acquiree and goodwill acquired in a business combination.
On January 1, 2011, the Company will adopt CICA Handbook Sections 1601,
"Consolidated Financial Statements" and Section 1602, "Non-controlling
Interests", which together will replace section 1600, "Consolidated Financial
Statements". Section 1601 establishes standards for the preparation of
consolidated financial statements and Section 1602 establishes standards for
accounting for a non- controlling interest in a subsidiary in consolidated
financial statements subsequent to a business combination.
The Company is in the process of evaluating the requirements of the new standards.
International Financial Reporting Standards ("IFRS"):
In February 2008, the CICA Accounting Standards Board confirmed that the
changeover to IFRS from Canadian generally accepted accounting principles will
be required for publicly accountable enterprises, effective for the interim and
annual financial statements relating to fiscal years beginning on or after
January 1, 2011. Accordingly, the Company will report interim and annual
financial statements in accordance with IFRS commencing with the interim
financial statements for the 3 months ended March 31, 2011. The transition date
of January 1, 2011, will require the restatement for comparative purposes of
amounts reported by the Company for the year ended December 31, 2010. While the
Company has begun assessing the adoption of IFRS for 2011, the financial
reporting impact of the transition to IFRS cannot be reasonably estimated at
this time.
3. Investment
The Company owns 50,000 common shares of Royal Nickel Corporation, a Canadian
private company, related by virtue of common directors, which is mainly engaged
in the business of Nickel mining. The Canadian dollar investment cost of
C$100,000 is translated to US dollars at the closing rate on the date of the
balance sheet.
4. Capital assets
March 31, December 31,
2010 2009
$ $
Mining equipment 1,477,460 877,966
Accumulated amortization 162,595 27,404
----------------------------------------------------------------------------
1,284,865 850,562
----------------------------------------------------------------------------
Automobiles 43,500 43,500
Accumulated amortization 3,892 1,717
----------------------------------------------------------------------------
39,608 41,783
----------------------------------------------------------------------------
Office furniture & equipment 41,622 27,256
Accumulated amortization 6,812 4,039
----------------------------------------------------------------------------
34,810 23,217
----------------------------------------------------------------------------
1,359,283 915,562
----------------------------------------------------------------------------
5. Mineral properties
Acquisitions &
31-Dec-09 ARO(i) Exploration
$ $ $
---------------------------------------------
Quebec nickel properties
Grenville 1,509,961 783 -
Haut Plateau 1,045,321 42 -
Lac Pegma 3,974 - -
---------------------------------------------
2,559,256 825 -
---------------------------------------------
US coal properties
SID 2,700,843 - -
Laurel Fork (Coty) 279,743 - -
Big Branch 7,985,642 - -
---------------------------------------------
10,966,228 - -
---------------------------------------------
13,525,484 825 -
---------------------------------------------
Write-off & Foreign
Depletion(iii) Exchange 31-Mar-10
$ $ $
---------------------------------------------
Quebec nickel properties
Grenville - - 1,510,744
Haut Plateau - - 1,045,363
Lac Pegma - - 3,974
---------------------------------------------
- - 2,560,081
---------------------------------------------
US coal properties
SID - - 2,700,843
Laurel Fork (Coty) - - 279,743
Big Branch (153,294) - 7,832,348
---------------------------------------------
(153,294) - 10,812,934
---------------------------------------------
(153,294) - 13,373,015
---------------------------------------------
Acquisitions &
31-Dec-08 ARO(i) Exploration
$ $ $
---------------------------------------------
Quebec nickel properties
Grenville 1,004,771 - 360,778
Haut Plateau 520,858 - 449,602
Lac Pegma 3,474 - -
---------------------------------------------
1,529,103 - 810,380
---------------------------------------------
US coal properties
SID 2,080,498 304,708 -
Laurel Fork (Coty) 166,815 92,716 -
Candle Ridge - 23,017 13,693
Big Branch(i) - 8,046,162 22,500
---------------------------------------------
2,247,313 8,466,603 36,193
---------------------------------------------
3,776,416 8,466,603 846,573
---------------------------------------------
Write-off & Foreign
Depletion(iii) Exchange(ii) 31-Dec-09
$ $ $
---------------------------------------------
Quebec nickel properties
Grenville - 144,412 1,509,961
Haut Plateau - 74,861 1,045,321
Lac Pegma - 499 3,974
---------------------------------------------
- 219,772 2,559,256
---------------------------------------------
US coal properties
SID - 315,638 2,700,843
Laurel Fork (Coty) - 20,213 279,743
Candle Ridge (36,710) - -
Big Branch(i) (83,020) - 7,985,642
---------------------------------------------
(119,730) 335,851 10,966,228
---------------------------------------------
(119,730) 555,623 13,525,484
---------------------------------------------
(i) Included in the 2009 acquisition value of Big Branch is the estimated asset
retirement obligation (note 9)
(ii) The foreign exchange adjustments recognize the impact of the October 1,
2009 change in functional currency from Canadian dollars (CAD) to United States
dollars (USD).
(iii) Depletion is included in cost of sales
6. Bank loan
The Company received loan proceeds of $516,609 to finance mining equipment
acquired and leased. The loan is repayable at $23,005 per month for 24 months
and bears interest at 6.5% per annum. The loan is unsecured.
7. Notes payable
The Company received loan proceeds of $5,300,000 in 2009 and additional loan
proceeds of $1,000,000 in March, 2010 from a company related by virtue of a
common officer and director.
March 31 December 31
2010 2009
$ $
Loan proceeds 6,300,000 5,300,000
Transaction costs
Cash 637,468 637,468
5,171,312 common shares 2,419,013 2,419,013
----------------------------------------------------------------------------
3,243,519 2,243,519
Add accretion to date 1,515,548 617,273
Less current portion (4,759,067) (2,000,000)
----------------------------------------------------------------------------
- 860,792
----------------------------------------------------------------------------
The value of the debt will be accreted to $12,600,000, representing the loan
proceeds of $6,300,000 and the Royalty of $6,300,000 outlined below, using an
effective annual interest rate of 163.72%. The Company agreed to additional
Notice and Amendment agreements, and Waiver agreements dated February 4, 2010,
March 15, 2010, May 7, and June 2, 2010 which modified certain terms of the
notes payable. The resulting terms are summarized as follows:
Maturity date March 31, 2011
Interest 18% per annum payable monthly in arrears.
Additional 5,000,000 common shares of the Company valued at
compensation $2,339,013; a royalty of $2.00 per short ton of coal mined,
subject to a minimum of $150,000 per month commencing
January 1, 2010, up to an aggregate maximum of $6,300,000
and the Company agrees to make any required payment to
ensure that the aggregate royalties paid by March 31, 2011
shall be $6,300,000 ("Royalty"); and a royalty of $0.50 per
short ton of coal mined for the life of the mines. An
additional 171,312 common shares of the Company valued at
$80,000 were issued to an agent; a waiver fee of $150,000
was incurred in February and satisfied by the issuance on
March 31, 2010 of equivalent notes payable; and a waiver
fee of $300,000 to be satisfied in cash on the earlier date
of June 30, 2010 and the closing of an equity financing.
Security A general security agreement over all of the assets of the
Company.
Repayment Payments of $2,150,000 on the earlier of completion of an
equity financing transaction or June 30, 2010, and $500,000
on each of September 30 and December 31, 2010 and the
remaining outstanding balance of $3,150,000 on March 31,
2011.
Redemption In the event the Company disposes of equipment, vehicles,
requirement contracts (including forward sales of production contracts)
for cash proceeds of up to $1,000,000 per year, at least
25% of such cash proceeds are used to repay the notes.
Redemption The Company has the option to redeem all or part of the
option note at any time, without penalty or bonus.
Option to The Company at its sole discretion has the option to extend
extend the maturity date of the note until March 31, 2012.
Until the notes are repaid, the Company will comply with the following financial
covenants:
a. commencing on September 1, 2010, to maintain the ratio of Note
Indebtedness to the Company's trailing 12-month Free Cash Flow to exceed
(i) 1.3 in September 2010 and (ii) 1.0 for each month thereafter.
b. commencing with the quarter ending June 30, 2010, to maintain its Fixed
Charge Coverage of (i) 0.3 for the quarter ended June 30, 2010 and (ii)
1.1 for each quarter thereafter.
c. maintain a gross 30-day production rate greater than 35,000 tons in
November 2009, (ii) 50,000 tons in December 2009, (iii) 60,000 tons in
January 2010 (waived), (iv) 65,000 tons in February 2010 (waived), (v)
37,000 tons in March 2010, (vi) 27,900 tons in April 2010, (vii) 27,500
tons in May 2010, (viii) 40,000 tons in June 2010, (ix) 60,000 tons in
July, August and September, 2010, (x) 80,000 tons in October and
November 2010, (xi) 90,000 tons in December 2010 and (xii) 100,000 tons
from January 2011 and each month thereafter.
8. Convertible debentures
March 31, 2010 December 31, 2009
Equity portion Equity portion
Convertible of convertible Convertible of convertible
debentures debentures debentures debentures
$ $ $ $
Global Capital
("GC") 369,167 21,493 356,813 21,493
Cheyenne (note
5) 4,730,936 386,840 4,669,884 386,840
----------------------------------------------------------------------------
5,100,103 408,333 5,026,697 408,333
Less current
portion 369,167 - 356,813 -
----------------------------------------------------------------------------
4,730,936 408,333 4,669,884 408,333
----------------------------------------------------------------------------
Accretion expense in the three months ending March 31, 2010 due to the
convertible debentures is $61,180 (2009 - $2,714).
GC
On March 13, 2010, the terms of the Debenture were amended to extend the
maturity date from April 1, 2010 to July 15, 2010.
9. Capital stock, stock options, warrants and contributed surplus
Authorized
Unlimited common shares
Unlimited number of special shares, issuable in series
Issued
Share capital consists of the following issued and outstanding common
shares:
Number of
shares $
----------------------------------------------------------------------------
Balance, December 31, 2008 43,752,727 7,295,850
Shares issued by private placement 4,354,445 1,962,658
Issuance for financing transaction costs 5,246,312 2,461,827
Share issue costs - (183,620)
Fair value of warrants issued - (648,136)
Fair value of broker warrants issued - (45,098)
Renunciation on flow-through shares - (149,611)
----------------------------------------------------------------------------
Balance, December 31, 2009 53,353,484 10,693,870
Shares issued by private placement 2,200,000 1,054,716
Share issue costs - (38,353)
Fair value of warrants issued - (372,970)
Fair value of broker warrants issued - (13,554)
----------------------------------------------------------------------------
Balance, March 31, 2010 55,553,484 11,323,709
----------------------------------------------------------------------------
On January 8, 2010 the Company completed a private placement completes a private
placement of 2,200,000 units at a price of C$0.50 per unit for gross proceeds of
C$1,100,000. Each unit consists of one common share and one common share
purchase warrant entitling the holder to purchase one common share at a price of
C$0.50 per common share until January 6, 2012 or January 8, 2012. A value of
$372,970 was ascribed to these warrants based on their fair value as determined
using the Black-Scholes option-pricing model with the following assumptions:
Risk-free interest rate 1.31-1.38%
Expected volatility 63.16%
Expected life of warrants 2 years
Expected dividend yield Nil
The Company paid cash commissions of $38,353 to brokers, along with 80,000
broker warrants with an exercise price of C$0.50 per broker warrant and each
such broker warrant exercisable for one common share with an exercise price of
C$0.50 per common share until January 8, 2012. A value of $13,554 was ascribed
to these broker warrants based on their fair value as determined using the
Black-Scholes option-pricing model with the following assumptions:
Risk-free interest rate 1.31%
Expected volatility 63.16%
Expected life of warrants 2 years
Expected dividend yield Nil
Shares to be issued
Number of
shares $
Finder's fee on SID and Big Branch
acquisitions 1,652,523 771,702
----------------------------------------------------------------------------
Stock options
Under the Company's stock option plan, the board of Directors may from time to
time at their discretion grant to the Directors, employees and consultants
options to subscribe for common shares. The exercise price of each option shall
be determined on the basis of market price at the date of grant. Options shall
not be granted for a term exceeding five years.
Stock option transactions and the number of stock options outstanding are as
follows:
Weighted-
average
Number of exercise
options price - C$
----------------------------------------------------------------------------
Balance, December
31, 2008 5,719,600 0.33
Granted 4,075,000 0.50
----------------------------------------------------------------------------
Balance, December 31, 2009 and March 31, 2010 9,794,600 0.40
----------------------------------------------------------------------------
Exercisable number
of options 7,077,934 0.36
----------------------------------------------------------------------------
A summary of the Company's outstanding stock options as at March 31, 2010 is
presented below:
Options Options
Exercise price Expiry date outstanding exercisable
C$0.25 September 30, 2010 100,000 100,000
$0.25 October 25, 2010 519,600 519,600
$0.25 October 25, 2012(ii) 1,225,000 1,225,000
C$0.25 October 25, 2012 2,400,000 2,400,000
C$0.50 August 14, 2013 1,475,000 1,475,000
C$0.50 November 6, 2014 2,000,000 666,667
C$0.50 November 16, 2014 1,250,000 416,667
C$0.50 December 10, 2014 825,000 275,000
----------------------------------------------------------------------------
9,794,600 7,077,934
----------------------------------------------------------------------------
(ii) On January 26, 2010 the Board extended the expiry date from October 25,
2010 to October 25, 2012
Warrants
A summary of the Company's warrants is presented below:
Weighted-
average
Number exercise
Amount of price
$ warrants $
Balance, December 31, 2008 27,313 725,452 1.10
Issued 836,703 5,659,256 0.50
----------------------------------------------------------------------------
Balance, December 31, 2009 864,016 6,384,708 0.56
Issued 386,524 2,280,000 0.50
----------------------------------------------------------------------------
Balance, March 31, 2010 1,250,540 8,664,708 0.55
----------------------------------------------------------------------------
A summary of the Company's warrants outstanding listed by expiry date is
presented below:
Expiry date Warrants outstanding
C$0.50 November 28, 2010 89,090
C$1.00-C$1.25 November 28, 2010 636,362
$0.50 June 25, 2011 833,334
$0.50 July 7, 2011 50,000
$0.50 July 10, 2011 30,000
$0.50 July 15, 2011 2,241,111
$0.50 October 13, 2011 284,511
$0.50 October 15, 2011 1,200,000
C$0.50 October 21, 2011 1,000,000
$0.50 November 2, 2011 20,300
$0.50 January 6, 2012 810,000
$0.50 January 8, 2012 1,470,000
----------------------------------------------------------------------------
8,664,708
----------------------------------------------------------------------------
Contributed surplus
$
Balance, December 31, 2008 889,407
Stock-based compensation 713,196
----------------------------------------------------------------------------
Balance, December 31, 2009 1,602,603
Stock-based compensation 546,547
----------------------------------------------------------------------------
Balance, March 31, 2010 2,149,150
----------------------------------------------------------------------------
10. Asset retirement obligations
The Company's asset retirement obligations result from its land rehabilitation
commitments on the coal mining activities on its Big Branch property. At
December 31, 2009 the total discounted obligation estimated to settle the asset
retirement obligation using a credit adjusted risk free interest rate of 18%
over the estimated five year life of the mine is $2,086,000. The sum of the
undiscounted total cash flows anticipated to be incurred over 5 years ending
December 31, 2014 is $3,228,876. The change in the balance for the three months
ended March 31, 2010 represents the accretion ($11,995) on the obligation (YE
December 31 2009 - additions $251,109 and accretion $11,470).
The estimate of the obligation is subject to significant estimates by
management. The ultimate costs could be materially different from the amounts
estimated, dependant on changes to applicable laws and regulations, discount
rates and life of the mine operation. Future changes to the obligation will be
treated as a change in accounting estimate in the period in which the change is
known.
11. Segmented information
The Company operates in one reportable segment, mineral exploration, in Canada
and the U.S. Financing and administrative functions are provided by the head
office located in Canada. Segmented information on a geographic basis is as
follows:
March 31, December 31,
2010 2009
$ $
Mineral exploration properties by geographic
area
Quebec, Canada 2,560,081 2,559,288
Kentucky, USA 10,812,934 10,966,196
----------------------------------------------------------------------------
13,373,015 13,525,484
----------------------------------------------------------------------------
All revenues are earned in the U.S. and all the capital assets are in the U.S.
12. Related party transactions and related balances
For the three month period ended March 31, 2010, the Company:
a. Paid management fees of $60,523 (2009 - $50,589) of which $0 (December
31, 2009 - $14,271) remains unpaid to a company related by virtue a
common officer and director of the Company. These amounts are included
in management and consulting expense.
b. Paid consulting fees of $0 (2009 - $16,540) to a company related by
virtue of common directors. These amounts are included in management and
consulting expense.
c. Committed to issue 1,652,523 common shares (December 31, 2009 -
Committed to issue 1,652,523 common shares) for services rendered to a
company controlled by an officer of the Company. This amount is included
in mineral property interests and shares to be issued.
d. The Company received loan proceeds of $1,000,000 in March 2010 from a
company related by virtue of a common officer and director. The details
of the transaction are disclosed in note 6.
e. Recorded royalty expenses of $504,563 (2009 - $Nil) due to a company
related by virtue of a common officer and director and included $377,187
of this amount in accounts payable and accrued liabilities at March 31,
2010 (December 31, 2009 - $113,120).
These transactions were in the normal course of operations and were measured at
the exchange amount, which is the amount of consideration established and agreed
to by the related parties.
13. Capital disclosures
Capital of the Company consists of the components of shareholders' equity. The
Company's objective when managing capital is to safeguard the Company's ability
to continue as a going concern so that it can continue to explore and develop
its mineral property interests for the benefit of its shareholders. The Company
manages its capital structure and makes adjustments based on the funds available
to the Company in light of changes in economic conditions. The Board of
Directors does not establish quantitative return on capital criteria for
management, but rather relies on the expertise of the Company's management to
sustain the future development of the Company. Management reviews its capital
management approach on an ongoing basis and believes that this approach, given
the relative size of the Company, is reasonable.
There were no changes in the Company's management of its capital during the
three month period ended March 31, 2010.
The Company is subject to externally imposed capital requirements pursuant to
notes payable and convertible debenture agreements.
14. Financial instruments and risk management
Fair value
Fair value represents the amount at which a financial instrument could be
exchanged between willing parties, based on current markets for instruments with
the same risk, principal and remaining maturity. Fair values estimates are based
on quoted market values and other valuation methods.
Fair value represents the amount that would be exchanged in an arm's length
transaction between willing parties and is best evidenced by a quoted market
price, if one exists. The carrying and fair values of financial assets and
liabilities as at March 31, 2010 and December 31, 2009 are summarized as
follows:
March 31, 2010 December 31, 2009
Carrying Carrying
Fair Value Value Fair Value Value
$ $ $ $
Cash 440,844 440,844 800,099 800,099
Accounts receivable 1,116,402 1,116,402 243,093 243,093
Accounts payable and accrued
liabilities 6,285,272 6,285,272 3,189,764 3,189,764
Bank loan 506,125 506,125 - -
Notes payable 11,448,953 4,759,067 9,653,993 2,860,792
Convertible debentures 5,100,103 5,100,103 5,026,697 5,026,697
The investment in a private company is classified as available-for-sale and is
carried at its acquisition cost. The carrying value of the held-for-trading and
loans and receivables financial instruments approximates fair value.
Risk disclosures
The main risks the Company's financial instruments are exposed to are credit,
liquidity, and market risk (including currency and interest rate risk) each of
which is discussed below.
Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial
instrument fails to meet its contractual obligations The Company's exposure to
credit risk includes cash and accounts receivable. The Company reduces its
credit risk by maintaining its primary bank accounts at large international
financial institutions. The Company assesses their credit risk based on general
market knowledge and specific information obtained through its business
relationships with each of customer. The maximum exposure to credit risk is
equal to the carrying value of cash and accounts receivables. The Company made
sales to its two major customers, as well as to five other customers in the
period.
Liquidity risk
Liquidity risk is the risk that the company will not be able to meet its
financial obligations as they fall due. The Company manages liquidity risk
through the management of its capital structure as outlined in note 14 to the
consolidated financial statements.
At March 31, 2010, the Company had current assets of $2,428,149, including cash
of $440,844, (December 31, 2009 - $2,083,276 and $800,099, respectively)
available to pay current liabilities of $11,919,631 (December 31, 2009 -
$5,546,576). The following are the maturities, including interest payments and
excluding the option to extend repayment of a portion of notes payable to March
31, 2012, and a possible early redemption of convertible debentures subject to
terms disclosed in note 5, reflecting undiscounted future cash disbursements of
the Company's financial liabilities based on years ending December 31:
Payments Required/Settlement
expected
2010 2011
$ $
------------------------------
Accounts payable and accrued liabilities 6,285,272 -
Bank loan 207,045 276,060
Notes payable 5,152,500 8,098,500
Convertible debentures 975,000 5,150,000
------------------------------
12,619,817 13,524,560
------------------------------
Market risk
Market risk is the risk of less that may arise from changes in market factors,
such as foreign exchange rates and interest rates.
(a) Foreign currency risk
The Company operates in Canada and the US giving rise to market risks from
changes in foreign exchange rates. The Company periodically monitors foreign
exchange rates, though it has not entered into any financial arrangements to
hedge or protect the Company from unfavourable changes in foreign exchange
rates. A ten percent (10%) fluctuation in the foreign exchange rate, based on
the Company's foreign denominated financial instruments as of March 31, 2010,
would result in a foreign exchange gain in the case of a decrease in the
exchange rates or a loss in the case of an increase in the rates of
approximately $140,000 (December 31, 2009 - $66,000).
(b) Interest rate risk
Interest rate risk refers to the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in market interest
rates. Cash is invested in high grade, highly liquid instruments and as such the
Company manages its exposure to potential interest rate fluctuations to short
term. A 1% fluctuation in the floating interest rate would affect the
profitability of the Company by an immaterial amount.
15. Commitments
The Company, in connection with the acquisition of the Big Branch property,
entered into an agreement to lease mining equipment for $232,677 per month for
the two years ended September 29, 2011. At March 31, 2010 the Company's
equipment and premises lease commitments totaled $3,205,627 for 2010 and
$2,620,689 for 2011. None of these commitments extend beyond 2011.
Reverse takeover transaction
On January 5, 2010, Amalfi, CDR Coal Limited, a wholly-owned subsidiary of
Amalfi ("CDR Coal") and the Company entered into an Amalgamation Agreement to
complete a three-cornered amalgamation whereby the Company will amalgamate with
CDR Coal and Amalfi will issue one common share for each common share of the
Company outstanding ("Qualifying Transaction"). The completion of the Qualifying
Transaction is subject to certain conditions, including obtaining all necessary
regulatory approvals.
Pursuant to the Amalgamation Agreement:
a. Amalfi will consolidate its shares on the basis of one common share for
each 3 common shares presently outstanding, resulting in 3,886,666 post-
consolidation common shares.
b. Amalfi will replace its outstanding stock options by issuing 331,429
stock options entitling the holder to acquire one common share for $0.35
until November 30, 2012. Amalfi replaces its outstanding warrants by
issuing 257,143 warrants entitling the holder to acquire one common
share for $0.35 until May 6, 2010.
c. Amalfi will issue 1,657,143 common share purchase warrants to its
shareholders, on the basis of one- half common share purchase warrant
for each post-consolidation common share held. Each whole common share
purchase warrant shall entitle the holder to purchase one common share
at a price of US$0.50 for 2 years from the closing of the amalgamation.
d. Amalfi will issue 55,753,483 common shares to acquire a 100% interest in
the Company on the basis of one common share for each common share of
the Company outstanding.
e. Amalfi will issue 9,794,600 stock options and 6,384,708 common share
purchase warrants on the same terms to replace each of stock options and
common share purchase warrants of the Company outstanding.
f. Amalfi will issue US$5,000,000 principal amount convertible notes and
$375,000 principal amount convertible notes, which shall be convertible
on the same terms and conditions as the Company's convertible notes.
The Company will issue 200,000 common shares valued at $100,000 as a finder's fee.
16. Subsequent events
Notice of amendment agreements and waiver agreements
On May 12, 2010 and June 2, 2010 the Company agreed to notice of amendment
agreements and waiver agreements ("the Agreements") to modify certain financial
and production covenants of the notes payable (note 6). The Agreements are with
a company related by virtue of a common officer and director. The terms of the
Agreements are consistent with terms of corresponding agreements amongst the
related company and its unrelated note holders and agent. The Agreements result
in the following changes:
Additional The Agreements resulted in additional fees and royalty
compensation commitments including:
a) a $150,000 fee payable, in the form of additional notes
payable, on the earlier of June 30, 2010 and the
completion of an equity financing transaction and an
increase of $150,000 to the aggregate royalty
commitment due by March 31, 2011;
b) a $300,000 fee payable on the earlier of June 30, 2010
or the closing of an equity financing transaction;
c) a financing and waiver fee of $1,000,000 payable to the
agent by installments of $300,000 on September 30,
2010, $350,000 on December 31, 2010 and $350,000 on
March 31, 2011;
Additional notes Additional notes payable were issued in consideration a
payable cash advance received on April 5 of $150,000 as a result
of the March 15, 2010 notice of amendment detailed in Note
5.
Repayment The notes redemption schedule was modified to the
following:
a) $1,150,000 originally due on May 31, 2010 is due on the
earlier of an equity financing closing and June 30,
2010;
b) Quarterly redemptions of $500,000 originally due on
March 31 and June 30, 2010 are due on the earlier of an
equity financing closing and June 30, 2010;
Covenant changes Until the notes are repaid, the Company will comply with
the following financial covenants, which were modified
pursuant to the agreements:
a) maintain a gross 30-day production rate greater than
35,000 tons in November 2009, (ii) 50,000 tons in
December 2009, (iii) 60,000 tons in January 2010
(waived), (iv) 65,000 tons in February 2010 (waived),
(v) 37,000 tons in March 2010, (vi) 27,900 tons in
April 2010, (vii) 27,500 tons in May 2010, (viii)
40,000 tons in June 2010, (ix) 60,000 tons for each of
July, August and September 2010; (x) 80,000 tons for
each of October and November 2010; (xi) 90,000 tons for
December 2010; and (xii) 100,000 tons for January 2011
and each month thereafter.
Private placement agent agreement
On May 10, 2010, the Company retained an agent in connection with a private
placement (the "Offering") of up to C$15,000,000 in Units comprised of a bought
deal commitment of C$7,000,000 in units provided by the agent and up to
C$8,000,000 in units on a best efforts basis, pursuant to the general agreement
and closing on May 28, 2010 or other date mutually agreed (the "Closing"). Each
Unit will consist of one common share priced at C$0.40 each and a warrant
exercisable into one common share for a period of 60 months from the Closing at
C$0.50 per common share. The Offering commission of 8% of the aggregate gross
proceeds of the Offering is payable at Closing. In addition, the Company will
issue the agent, at Closing, a number of Broker Warrants equal to 10% of the
number of Units sold pursuant to the offering. Each Broker Warrant will be
exercisable into one Unit at a price of $0.40 at any time prior to 5 years from
Closing. The Company will pay an engagement fee of $20,000 plus issue 125,000
common shares to the agent.
On June 21, 2010, the Offering was amended to: Each Unit will consist of one
common share priced at C$0.35 each and two warrants, each exercisable into one
common share for a period of 60 months from the Closing at C$0.40 per common
share. The Closing will be completed on or about June 30, 2010.
EXHIBIT "B"
Amalfi Capital Corporation
Pro Forma Consolidated Balance Sheet at March 31, 2010
Amalfi Capital Corporation
Pro Forma Consolidated Balance Sheet
As at March 31, 2010
(expressed in US$ - unaudited)
Amalfi Amalfi
Capital Capital CDR Minerals
Corporation Corporation Inc.
Can$ US$ US$
$1.0158
---------------------------------------------
Assets
Current
Cash 738,219 726,737 440,844
Accounts receivable 1,116,402
Prepaid expenses and other
current assets 3,360 3,308 534,325
Inventory 110,090
Quebec tax credit and mining
duties refundable 128,043
Deferred costs 130,622 128,590 -
Investment in securities, at
cost 98,445
----------------------------------------------------------------------------
872,201 858,635 2,428,149
Capital assets 1,359,283
Mineral property interests 13,373,015
----------------------------------------------------------------------------
872,201 858,635 17,160,447
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Pro forma
adjustments
Note Pro forma
Reference US$ US$
$1.0158
---------------------------------------------
Assets
Current
Cash 2(c) 4,612,128 5,271,478
2(d) (508,231)
Accounts receivable - - 1,116,402
Prepaid expenses and other
current assets - - 537,633
Inventory - - 110,090
Quebec tax credit and mining
duties refundable - - 128,043
Deferred costs 2(j) (128,590) -
Investment in securities, at
cost - - 98,445
----------------------------------------------------------------------------
- 3,975,307 7,262,091
Capital assets - - 1,359,283
Mineral property interests - - 13,373,015
----------------------------------------------------------------------------
- 3,975,307 21,994,389
----------------------------------------------------------------------------
----------------------------------------------------------------------------
See accompanying notes to unaudited pro forma consolidated balance sheet
Amalfi Capital Corporation
Pro Forma Consolidated Balance Sheet
As at March 31, 2010
(expressed in US$ - unaudited)
Amalfi Amalfi CDR
Capital Capital Minerals
Corporation Corporation Inc.
Can$ US$ US$
$ 1.0158
---------------------------------------------
Liabilities
Current
Accounts payable and accrued
liabilities 100,006 98,450 6,285,272
Bank loan 506,125
Note payable 4,759,067
Current portion of convertible
notes 369,167
----------------------------------------------------------------------------
100,006 98,450 11,919,631
Asset retirement obligation 274,574
Convertible notes 4,730,936
----------------------------------------------------------------------------
100,006 98,450 16,925,141
----------------------------------------------------------------------------
Pro
forma Pro
Note adjustments forma
Reference US$ US$
$ 1.0158
---------------------------------------------
Liabilities
Current
Accounts payable and accrued
liabilities 2(c) (812,168) 5,571,554
Bank loan 506,125
Note payable - 4,759,067
Current portion of convertible
notes - 369,167
----------------------------------------------------------------------------
(812,168) 11,205,913
Asset retirement obligation - 274,574
Convertible notes - 4,730,936
----------------------------------------------------------------------------
(812,168) 16,211,423
----------------------------------------------------------------------------
See accompanying notes to unaudited pro forma consolidated balance sheet
Amalfi Capital Corporation
Pro Forma Consolidated Balance Sheet
As at March 31, 2010
(expressed in US$ - unaudited)
Amalfi Amalfi CDR
Capital Capital Minerals
Corporation Corporation Inc.
Can$ US$ US$
$ 1.0158
---------------------------------------------
Shareholders' equity
Capital stock 836,302 823,294 11,323,709
Shares and warrants to be
issued 771,702
Warrants 1,250,540
Contributed surplus 129,860 127,840 2,149,150
Equity portion of convertible
notes 408,333
Accumulated other comprehensive
loss (542,103)
Deficit (193,967) (190,950) (15,126,025)
----------------------------------------------------------------------------
772,195 760,184 235,306
----------------------------------------------------------------------------
872,201 858,635 17,160,447
----------------------------------------------------------------------------
Pro forma
Note adjustments Pro forma
Reference US$ US$
$ 1.0158
---------------------------------------------
Shareholders' equity
Capital stock 2(a) 771,702 14,527,058
2(b) 24,611
2(b) (24,611)
2(c) 4,612,128
2(c) (2,592,066)
2(c) 812,168
2(c) (456,447)
2(c) (75,315)
2(d) (508,231)
2(d) 292,436
2(e) 372,970
2(e) (618,212)
2(f) 39,378
2(f) (39,378)
2(i) (39,378)
2(j) (128,590)
3(b) 127,840
3(b) (190,950)
Shares and warrants to be
issued 2(a) (771,702)
Warrants 2(c) 2,592,066 4,366,552
2(c) 456,447
2(c) 75,315
2(d) (292,436)
2(e) (372,970)
2(e) 618,212
2(i) 39,378
Contributed surplus 3(b) (127,840) 2,149,150
Equity portion of convertible
notes - 408,333
Accumulated other comprehensive
loss - (542,103)
Deficit 3(b) 190,950
(15,126,025)
----------------------------------------------------------------------------
4,916,065 5,782,965
----------------------------------------------------------------------------
4,103,897 21,994,389
----------------------------------------------------------------------------
1. Basis of presentation
Amalfi Capital Corporation ("Amalfi") is a capital pool corporation which has
not commenced commercial operations.
On January 5, 2010, Amalfi, CDR Coal Limited, a wholly-owned subsidiary of
Amalfi ("CDR Coal") and CDR Minerals Inc. ("CDR") entered into an Amalgamation
Agreement to complete a three-cornered amalgamation whereby CDR will amalgamate
with CDR Coal and Amalfi will issue one common share for each common share of
CDR outstanding ("Qualifying Transaction"). The completion of the Qualifying
Transaction is subject to certain conditions, including obtaining all necessary
regulatory approvals.
The accompanying unaudited pro forma balance sheet has been prepared by
management for inclusion in the Press release of Amalfi dated August 12, 2010
("Press Release"). This pro forma balance sheet has been prepared from
information derived from the unaudited balance sheet of Amalfi as at March 31,
2010, the unaudited consolidated balance sheet of CDR as at March 31, 2010 and
the audited balance sheet of CDR as at December 31, 2009, together with other
information available to the companies.
Management believes the pro forma balance sheet includes all adjustments
necessary for fair presentation of the proposed transactions as described above.
The pro forma balance sheet may not be indicative either of the results that
actually would have occurred if the events reflected herein had taken place on
the dates indicated or of the results that may be obtained in the future. The
pro forma balance sheet should be read in conjunction with the financial
statements of Amalfi and CDR referred to above and the Filing Statement.
2. Pro forma assumptions and adjustments prior to the completion of the
Qualifying Transaction
The pro forma balance sheet is prepared as if the transactions described above
occurred on March 31, 2010. The pro forma assumptions and adjustments prior to
the completion of the Qualifying Transaction are as follows:
a) CDR issues 1,652,523 common shares with a gross value of $771,702, which
were committed to be issued prior to March 31, 2010.
b) CDR issues 125,000 common shares with a net value of $24,611 in
consideration for broker services related to the August 12, 2010 private
placement.
c) CDR completes a private placement of 27,550,000 units at a price of
C$0.20 (US$0.1969 at March 31 2010 exchange rate of C$1.0158 = US$1.00)
per unit for gross proceeds of C$5,510,000 or US$5,424,296. Each unit
consists of one common share and one common share purchase warrant
entitling the holder to purchase one common share at a price of C$0.20
per common share until August 12, 2015. In respect of the private
placement, gross proceeds included $812,168 of accounts payable
converted into 4,125,000 common shares valued at $355,721 and 4,125,000
warrants valued at $456,447. The fair value of the common shares and
warrants, excluding those issued upon conversion of accounts payable,
was $2,020,062 and $2,592,062, respectively. Company will issue
1,030,300 broker warrants, with a fair value of $75,315, entitling the
holder to purchase one common share at a price of C$0.20 per common
share until August 12, 2012.The fair value of the warrants and broker
warrants was calculated using the Black-Scholes option pricing model
with the following assumptions:
------------------------------
Broker Warrants
------------------------------
Warrants
---------------
Risk-free interest rate 1.60% 2.44%
Expected volatility 65.17% 65.17%
Expected life of warrants 2 years 5 years
Expected dividend yield Nil Nil
d) Transaction costs of the August 12, 2010 private placement and
amalgamation are $508,231, and $292,436 of the costs was allocated to
the warrants.
e) CDR, pursuant to the January 2010 share purchase unit agreement, reduces
the share purchase unit price from C$0.50 to C$0.20 per unit for units
issued in January 2010 and issues 3,300,000 additional common shares;
cancels 2,200,000 share purchase warrants; and issues 5,500,000
replacement share purchase warrants. The fair value of the original
warrants was $372,970. The fair value of the replacement warrants of
$618,212 was calculated using the Black-Scholes option pricing model
with the following assumptions:
Risk-free interest rate 2.44%
Expected volatility 65.17%
Expected life of warrants 5 years
Expected dividend yield Nil
f) CDR issues 200,000 common shares valued at $39,378 as a finder's fee.
g) Amalfi consolidates its shares on the basis of one common share for each
2 common shares presently outstanding, resulting in 5,869,000 post-
consolidation common shares.
h) Amalfi replaces its outstanding stock options by issuing 580,000 stock
options entitling the holder to acquire one common share for C$0.20
until November 30, 2012.
i) Amalfi issues 1,657,143 common share purchase warrants to its
shareholders, on the basis of 0.28635525 common share purchase warrant
for each post-consolidation common share held. Each whole common share
purchase warrant shall entitle the holder to purchase one common share
at a price of C$0.20 for 2 years from the closing of the amalgamation.
The fair value of the warrants of $39,378 was calculated using the
Black-Scholes option pricing model with the following assumptions:
Risk-free interest rate 1.60%
Expected volatility 65.17%
Expected life of warrants 2 years
Expected dividend yield Nil
j) Deferred costs associated with the Qualifying Transaction are charged to
equity.
3. Pro forma assumptions and adjustments following the completion of the Qualifying
Transaction
Following the completion of the Qualifying Transaction, all of the property and
assets of each of CDR and CDR Coal will become the property and assets of a
wholly-owned subsidiary of Amalfi, which subsidiary will be liable for all of
the liabilities and obligations of each of CDR and CDR Coal. The name of the
parent company will be Royal Coal Corp. or other name acceptable to CDR and
applicable regulatory authorities. The outstanding stock options and warrants of
Amalfi will be exchanged for stock options and warrants of CDR Coal with the
same terms.
The Qualifying Transaction will be accounted for as a transaction that is not a
business combination, in accordance with Abstract 10 of the Emerging Issues
Committee:
a) the assets and liabilities of CDR and Amalfi are included in the pro
forma balance sheet at their historical carrying values;
b) warrants, contributed surplus and deficit of Amalfi are eliminated by a
charge to capital stock.
4. Pro forma share capital
Purchase warrants
issued 2(i) - (39,378) 39,378 -
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5,869,000 783,916 39,378 127,840
CDR
Balance, March 31,
2010 55,553,484 11,323,709 1,250,540 2,149,150
Common shares
committed to be
issued prior to
March 31, 2010 2(a) 1,652,523 771,702
Common shares
issued for Broker
services 2(b) 125,000 24,611
Transaction costs
re common shares
issued for Broker
services 2(b) (24,611)
Tranasaction costs
private placement
and amalgamation
August 12 2(d) (508,231)
Tranasaction costs
allocated to
warrants issued
August 12 2(d) - 292,436 (292,436)
Additional shares
issued to holders
of January units 2(e) 3,300,000
Cancellation of
initial warrants
issued to holders
of January units 2(e) 372,970 (372,970)
Fair value of
replacement
warrants issued
to holders of
January units 2(e) (618,212) 618,212
Private placement
August 12 2(c) 23,425,000 4,612,128
Fair value of
warrants issued
with private
placement August
12 2(c) (2,592,066) 2,592,066
Private placement
conversion of
accounts payable 2(c) 4,125,000 812,168
Fair value of
warrants issued
on conversion of
accounts payable 2(c) (456,447) 456,447
Fair value of
broker warrants 2(c) (75,315) 75,315
Common shares
issued for
finder's fee 2(f) 200,000 39,378
Finder's fee 2(f) (39,378)
Deferred costs of
qualifying
transaction 2(j) (128,590)
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94,250,007 14,590,168 4,366,552 2,276,990
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Effect of
reorganization
including
elimination of
warrants,
contributed
surplus and
deficit of Amalfi 3(b) - (63,110) - (127,840)
----------------------------------------------------------------------------
Pro-forma balance,
March 31, 2010 94,250,007 14,527,058 4,366,552 2,149,150
----------------------------------------------------------------------------
Stock options
On a pro forma basis, the following stock options will be outstanding:
Exercise price Number of options Expiry date
C$0.25 100,000 September 30, 2010
US$0.25 519,600 October 25, 2010
US$0.25 1,225,000 October 25, 2010
C$0.25 2,400,000 October 25, 2012
C$0.50 (note 2(h)) 580,000 November 30, 2012
C$0.50 1,475,000 August 14, 2013
C$0.50 750,000 November 6, 2014
C$0.20 500,000 November 6, 2014
C$0.50 2,000,000 November 16, 2014
C$0.50 825,000 December 10, 2014
----------------------------------------------------------------------------
10,374,600
----------------------------------------------------------------------------
Included in stock options outstanding are 1,744,600 warrants issued. These
warrants were not issued under the stock option plan and are correctly
characterized as warrants. For financial statement presentation purposes only,
these warrants are included with stock options.
Warrants
On a pro forma basis, the following warrants will be outstanding:
Exercise price Number of warrants Expiry date
$0.50 89,090 November-28-10
$1.00 until November 28, 2009 and
$1.25 until November 28, 2010 636,362 November-28-10
US$0.50 833,334 June-25-11
US$0.50 50,000 July-07-11
US$0.50 30,000 July-10-11
US$0.50 2,241,111 July-15-11
US$0.50 284,511 October 13, 2011
US$0.50 1,200,000 October-15-11
$0.50 1,000,000 October-21-11
US$0.50 20,300 November-02-11
$0.20 (note 2(e)) 2,025,000 January-06-15
$0.20 (note 2(e)) 3,475,000 January-08-15
$0.50 (note 2(e)) 80,000 January-08-12
C$0.20 (note 2(i)) 1,657,143 August-12-12
C$0.20 (note 2(c)) 2,060,600 August-12-12
C$0.20 (note 2(c)) 27,550,000 August-12-15
----------------------------------------------------------------------------
43,232,451
----------------------------------------------------------------------------
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