Proposed Acquisition of Cambrian Mining Plc

 

TIDMWTN TIDMEBG TIDMCBMA 
 
RNS Number : 6039S 
Western Canadian Coal Corp 
20 May 2009 
 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, IN, INTO OR FROM, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
 
 
FOR IMMEDIATE RELEASE 
 
 
20 May 2009 
 
 
Recommended proposal for the acquisition of Cambrian Mining Plc 
by Western Canadian Coal Corp. 
to be implemented by means of a scheme of arrangement 
and extension to Cambrian's US $27million 6.750 per cent. unsecured convertible 
notes 
 
 
Summary 
 
 
  *  The Cambrian Independent Directors and the Western Independent Directors are 
  pleased to announce the terms of a recommended proposal for the acquisition by 
  Western of the whole of the issued and to be issued ordinary share capital of 
  Cambrian. It is intended that the Proposal will be effected by way of a scheme 
  of arrangement of Cambrian under section 899 of the Companies Act 2006. 
 
 
 
  *  Under the Proposal, Scheme Shareholders will receive 0.75 new Western Shares for 
  every 1 Cambrian Share held. 
 
 
 
  *  The Proposal values the entire issued ordinary share capital of Cambrian at 
  approximately GBP67.4 million and each Cambrian Share at 57.0 pence based on the 
  Closing Price of one Western Share of 76 pence on 19 May 2009, being the last 
  Dealing Day prior to the date of this announcement. 
 
 
 
  *  Based on yesterday's Closing Price of a Western Share, the consideration under 
  the Proposal represents: 
 
 
 
  *  a premium of approximately 246 per cent. to the Closing Price of a Cambrian 
  Share of 16.5 pence on 15 December 2008, being the last Dealing Day prior to the 
  commencement of the Offer Period; and 
  *  a premium of approximately 27 per cent. to the Closing Price of a Cambrian Share 
  of 44.75 pence on 19 May 2009, being the last Dealing Day prior to this 
  announcement. 
 
 
 
  *  In agreeing to the cancellation of their Cambrian Shares in exchange for the 
  receipt of Western Shares, the Cambrian Independent Directors believe that 
  Cambrian Shareholders will benefit from continuing to hold an investment in the 
  same underlying assets while gaining a more direct investment in Western's 
  assets. In addition, by being part of the Enlarged Group, Cambrian will benefit 
  from: 
 
 
 
  *  a transaction that is consistent with Cambrian's stated strategy of transforming 
  into an operating mining company; 
  *  a strengthened balance sheet; 
  *  increased capital market scale and increased share liquidity; 
  *  improved prospects of retaining existing, and attracting new personnel through 
  an enhanced group profile and scale synergies; and 
  *  simplification of the structure of the Cambrian Group. 
 
 
 
The Western Independent Directors believe that the Proposal will allow Western 
to benefit from the creation of a larger, stronger, and more diversified coal 
mining company, which will significantly increase the long-term prospects of the 
combined company. The key benefits are: 
 
 
  *  globally diversified operations, with operating coal mines in three key coal 
  producing regions (Western Canada, West Virginia and Wales); 
  *  product diversification with the introduction of thermal coal to the existing 
  product mix of hard coking coal and low-vol PCI coal; 
  *  sales diversification with a more balanced sales program into Asia, Europe and 
  the USA; 
  *  an expansion of coal reserves and resources by 39 per cent. and 50 per cent. 
  respectively; 
  *  increased size with the 100 per cent. increase in the current's coal production 
  to approximately 3.5 million tonnes, with the potential to grow to  over 10 
  million tonnes per year; 
  *  cost savings through reduced overhead, marketing and operational synergies; and 
  *  a simplified ownership structure that will increase the public float of shares 
  by 55 per cent.. 
 
 
 
  *  The Cambrian Independent Directors, who have been so advised by Singer, consider 
  the terms of the Proposal to be fair and reasonable. In providing its advice 
  to them, Singer has taken into account the commercial assessment of the Cambrian 
  Independent Directors. Further important background to the recommendation is 
  given in the full announcement. 
 
 
 
  *  The Cambrian Independent Directors will recommend that Cambrian Shareholders 
  vote in favour of the resolution to approve the Scheme to be proposed at the 
  Court Meeting and vote in favour of the Special Resolution to be proposed at the 
  General Meeting. 
 
 
 
  *  The Proposal will be put to Cambrian Shareholders at the Court Meeting and at 
  the General Meeting, which are expected to be held on 23 June 2009. To become 
  effective, the Scheme must be approved by a majority in number of the holders of 
  Cambrian Shares present and voting at the Court Meeting, either in person or by 
  proxy, representing not less than three fourths in value of the Scheme Shares 
  that are voted at the Court Meeting. In addition, a special resolution 
  implementing the Scheme and sanctioning the related reduction of share capital 
  must be passed by Cambrian Shareholders representing 75 per cent. of the votes 
  cast at the General Meeting. 
 
 
 
  *  The Scheme is a "related party transaction" for the purposes of Multilateral 
  Instrument 61-101 - Protection of Minority Security Holders in Special 
  Transactions ("MI 61-101"), the applicable Canadian securities law that governs 
  certain transactions which raise the potential for significant conflicts of 
  interest, including related party transactions. Pursuant to the requirements for 
  a related party transaction under MI 61-101 in addition to any other required 
  security holder approval that may be required in order to complete a related 
  party transaction, Western must obtain the approval of at least a simple 
  majority of the votes cast by "minority" holders of Western Shares. The 
  "minority" holders of Western Shares for the purposes of the Scheme are all 
  Western Shareholders other than Cambrian, the Audley Fund, their respective 
  associates and affiliates, and any related party of any of them, and any person 
  acting jointly or in concert with any of them. 
 
 
 
  *  An irrevocable undertaking to vote in favour of the Scheme and the resolutions 
  at the Court Meeting and the General Meeting has been secured in respect of, in 
  aggregate, 29,142,484 Cambrian Shares, representing approximately 24.7 per cent. 
  of the existing Cambrian Shares. 
 
 
 
  *  It is expected that the Scheme Document will be posted on 22 May 2009 and that 
  the Scheme will become effective on 13 July 2009, subject to the satisfaction of 
  the Conditions set out in Appendix I. 
 
 
 
  *  It is expected that a Management Information Circular will be posted to Western 
  Shareholders no later than 26 May 2009. 
 
 
 
  *  Cenkos Securities is acting as financial adviser to Western and no one else in 
  connection with the Offer. Singer is acting as financial adviser to Cambrian and 
  no one else in relation to the Proposal. Cormark Securities is acting as 
  financial adviser to Western. GMP Securities LP is acting as financial adviser 
  to Cambrian. 
 
 
 
  *  The Cambrian Noteholders have agreed to an amendment to the current terms and 
  conditions of the Cambrian Notes. The principal terms of the amendments are as 
  follows: 
 
 
 
  *  a ninety day extension of the term so that the maturity date is extended from 23 
  May 2009 to 21 August 2009; 
  *  interest rate increase from 6.75 per cent. to 15.0 per cent. per annum during 
  the extension period, payable monthly in arrears; 
  *  in the event that the Scheme becomes effective, Cambrian will be required to 
  redeem the Cambrian Notes in full within five business days of the Effective 
  Date; and 
  *  additional covenants are given by Cambrian in relation to Cambrian and its 
  subsidiaries which are deemed relatively standard for an agreement of this type. 
 
 
 
The obligation to redeem the Cambrian Notes in full within five business days of 
the Scheme becoming effective will also fall on the Enlarged Group from such 
date. 
 
 
The Chairman of both Western and Cambrian, Mr John Byrne, commented: 
 
 
"This transaction is demonstrably beneficial to shareholders. It simplifies the 
corporate structure and provides a solid foundation for growth. 
 
 
From a Western shareholder's perspective Western acquires 100 per cent. of ADC, 
50.6 per cent. of Energybuild, 45.3 per cent. of Xtract and 100 per cent. of AGD 
Mining. 
 
 
From the Cambrian shareholder's perspective, this transaction will remove the 
holding company discount which has affected the valuation of the company for 
many years and shareholders will retain a significant interest in a larger and 
financially stronger group." 
 
 
 
 
Enquiries in relation to Cambrian please contact: 
 
 
+----------+------------------+------------------+ 
| Cambrian | Mark             | [phone] | 
| Mining   | Burridge / Braam |                  | 
| Plc      | Jonker           |                  | 
+----------+------------------+------------------+ 
| Singer   | Jeff             | +44              | 
| Capital  | Keating          | 20 3205          | 
| Markets  | /                | 7500             | 
|          | Gareth           |                  | 
|          | Price            |                  | 
+----------+------------------+------------------+ 
| Scott    | Stephen          | [phone] | 
| Harris   | Scott /          |                  | 
|          | Ian              |                  | 
|          | Middleton        |                  | 
+----------+------------------+------------------+ 
 
 
Enquiries in relation to Western please contact: 
 
 
+------------+----------------+------------------+ 
| Western    | David          | +1.604.694.2891  | 
| Canadian   | Jan            |                  | 
| Coal       |                |                  | 
| Corp.      |                |                  | 
+------------+----------------+------------------+ 
| Cenkos     | Ivonne         | [phone] | 
| Securities | Cantu / Adrian | [phone]  | 
| plc        | Hargrave       | Ext. 240         | 
| Barnes     | Camilla        |                  | 
| McInerney  | Bartosiewicz   |                  | 
| (media)    |                |                  | 
+------------+----------------+------------------+ 
 
 
This summary should be read in conjunction with the full text of the attached 
announcement (including the Appendices). 
 
 
Terms used in this summary shall have the meaning given to them in the full 
announcement. All times referred to are London times unless otherwise stated. 
 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer to sell or an invitation to purchase or to subscribe for any 
securities pursuant to the Proposal or otherwise or the solicitation of any vote 
or approval in any jurisdiction. The Proposal will be made solely through the 
Scheme Document, which will contain the full terms and conditions of the 
Proposal, including details of how to vote in respect of the Proposal. Any 
approval or other response to the Proposal should be made only on the basis of 
the information in the Scheme Document. Cambrian and Western Shareholders are 
advised to read carefully the formal documentation in relation to the Proposal 
once it has been dispatched. 
 
 
The availability of the Proposal to persons not resident in the United Kingdom 
may be affected by the laws of the relevant jurisdiction. Any persons who are 
subject to the laws of any jurisdiction other than the UK should inform 
themselves about and observe any applicable requirements. New Western Shares in 
the hands of certain US Persons are subject to certain restrictions noted in 
paragraph 15 of the announcement. 
 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly mailed or otherwise forwarded, distributed or sent in or into any 
jurisdiction where to do so would violate the laws of that jurisdiction and 
persons receiving this announcement (including custodians, nominees and 
trustees) must not mail or otherwise forward, distribute or otherwise send it 
in, or into or from any such jurisdiction. Further details in relation to 
overseas shareholders will be contained in the Scheme Document. 
 
 
This announcement has been prepared in accordance with English Law, the Takeover 
Code and the AIM Rules and information disclosed may not be the same as that 
which would have been prepared in accordance with the laws of jurisdictions 
outside England. The Proposal will be subject to the applicable rules and 
regulations of the Financial Services Authority, the London Stock Exchange and 
the Takeover Code. 
 
 
This announcement, including information included or incorporated by reference 
in this announcement, may contain "forward-looking statements" concerning the 
Cambrian Group and the Western Group. Generally, the words "will", "may", 
"should", "continue", "believes", "expects", "intends", "anticipates" or similar 
expressions identify forward-looking statements. These forward-looking 
statements involve risks and uncertainties that could cause actual results to 
differ materially from those expressed in the forward-looking statements. Many 
of these risks and uncertainties relate to factors that are beyond the 
companies' abilities to control or estimate precisely, such as future market 
conditions and the behaviours of other market participants, and therefore undue 
reliance should not be placed on such statements. Cambrian and Western assume no 
obligation and do not intend to update these forward-looking statements, except 
as required pursuant to applicable law. 
 
 
Singer, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting for Cambrian and no one else in connection with 
the matters described in this announcement and will not be responsible to anyone 
other than Cambrian for providing the protections afforded to customers of 
Singer or for providing advice in relation to the Proposal or any other matters 
referred to in this announcement. 
 
 
Cenkos Securities, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively as financial adviser for 
Western and no one else in connection with the Proposal and will not be 
responsible to anyone other than Western for providing the protections afforded 
to customers of Cenkos Securities or for providing advice in relation to the 
contents of the Proposal or any matters referred to in this announcement. 
 
 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of Cambrian, all "dealings" in any "relevant 
securities" of Cambrian (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the Scheme becomes effective or lapses or is otherwise 
withdrawn or on which the "offer period" otherwise ends. If two or more 
persons act together pursuant to an agreement or understanding, whether formal 
or informal, to acquire an "interest" in "relevant securities" of Cambrian, 
they will be deemed to be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of Cambrian, by Western, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on 
the London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a "dealing" under Rule 8, you should consult the 
Panel. 
 
 
Appendix I sets out the conditions to implementation of the Proposal and the 
Scheme. 
 
 
Appendix II contains the definitions of terms used in this announcement. 
 
 
  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, IN, INTO OR FROM THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
 
 
FOR IMMEDIATE RELEASE 
 
 
20 May 2009 
 
 
Recommended proposal for the acquisition of Cambrian Mining Plc 
by Western Canadian Coal Corp. 
to be implemented by means of a scheme of arrangement 
and extension to Cambrian's US $27million 6.75 per cent. unsecured convertible 
notes 
 
 
 
1.    Introduction 
 
 
Further to the announcements by Cambrian and Western on 24 December 2008, the 
Cambrian Independent Directors and the Western Independent Directors are pleased 
to announce that they have reached agreement on the terms of a recommended 
proposal for the acquisition by Western of the whole of the issued and to be 
issued ordinary share capital of Cambrian. The Proposal is to be effected by way 
of a scheme of arrangement of Cambrian under section 899 of the Companies Act 
involving a reduction of capital under section 135 of the 1985 Act, which 
requires approval by the Cambrian Shareholders (other than Western) and the 
sanction of the Court. Upon the Scheme becoming effective, Scheme Shareholders 
will receive 0.75 New Western Shares for every Scheme Share held. No fractions 
of New Western Shares will be allotted. 
 
 
The Cambrian Noteholders of the US$27 million 6.750 per cent. unsecured Cambrian 
Notes have agreed to an amendment to the current terms and conditions of the 
Cambrian Notes. The principal terms of the amendments are as follows: 
 
 
  *  a ninety day extension of the term so that the maturity date is extended from 23 
  May 2009 to 21 August 2009; 
  *  interest rate increase from 6.75 per cent. to 15.0 per cent. per annum during 
  the extension period, payable monthly in arrears; 
  *  Cambrian is required to redeem the Cambrian Notes in full within five business 
  days of the Scheme becoming effective; and 
  *  additional covenants are given by Cambrian in relation to Cambrian and its 
  subsidiaries which are deemed relatively standard for an agreement of this type. 
 
 
 
The obligation to redeem the Cambrian Notes in full within five business days of 
the Scheme becoming effective will also fall on the Enlarged Group from such 
date. 
 
2.    Summary of the terms of the Proposal 
 
 
The Proposal is to be effected by way of a Court sanctioned scheme of 
arrangement of Cambrian under section 899 of the Companies Act involving a 
reduction of capital under section 135 of the 1985 Act. The scheme is subject to 
the Conditions and the further terms set out in Appendix I of this document. If 
the Scheme becomes effective, the Scheme Shares will be cancelled and Cambrian 
will become a wholly owned subsidiary of Western. 
 
 
In consideration for the cancellation of the Scheme Shares, Scheme Shareholders 
will receive: 
 
 
0.75 New Western Shares for every 1 Scheme Share Held 
 
 
The Proposal values the entire issued ordinary share capital of Cambrian at 
approximately GBP67.4 million and each Cambrian Share at 57.0 pence based on the 
Closing Price of one Western Share of 76.0 pence on 19 May 2009, being the last 
Dealing Day prior to the date of this announcement. 
 
 
Based on yesterday's Closing Price of a Western Share, the consideration under 
the Proposal represents: 
 
 
  *  a premium of approximately 246 per cent. to the Closing Price of a Cambrian 
  Share of 16.5 pence on 15 December 2008, being the last Dealing Day prior to the 
  commencement of the Offer Period; and 
  *  a premium of approximately 27 per cent. to the Closing Price of a Cambrian Share 
  of 44.75 pence on 19 May 2009, being the last Dealing Day prior to this 
  announcement. 
 
 
 
Assuming no further shares are issued by Cambrian prior to the Scheme becoming 
effective, implementation of the Scheme would involve the issue by Western of up 
to approximately 88.6 million New Western Shares for the existing issued 
Cambrian Shares, excluding the Treasury Shares. This would represent 
approximately 38.9 per cent. of Western's issued share capital, as enlarged by 
this issue, excluding the approximately 72.1 million Western Shares that the 
Cambrian Group will continue to hold immediately following the Scheme becoming 
effective and it would represent approximately 29.5 per cent. of Western's 
enlarged share capital including the Cambrian Group's shareholding. Under 
British Columbia corporate law common shares of a company held by a subsidiary 
of that company may not be voted on any matters relating to such company, and 
subject to tax and other structuring considerations, the 72.1 million Western 
Shares owned by the Cambrian Group may be cancelled, in which case the New 
Western Shares issued to Cambrian Shareholders will represent 38.9 per cent. of 
Western's issued share capital. 
 
 
The Scheme will become effective upon the sanctioning by the Court of the Scheme 
and of the Reduction of Capital and the delivery to the Registrar of Companies 
of a copy of the Orders which, subject to the Court's timetable, is expected to 
occur by close of business on 13 July 2009. 
 
 
It is intended that Western will acquire at least one Cambrian Share which will 
mean that Western will be a member of Cambrian on the Effective Date and 
accordingly there will be no requirement under section 103 of the Companies Act 
1985 for an independent valuation. As its Cambrian Share will not be a Scheme 
Share which will be cancelled under the Proposal, Western is precluded from 
voting at the Court Meeting and, accordingly, the Cambrian Share held by Western 
will not count towards the majorities required to approve the Scheme. Western 
will, however, undertake to be bound by the Scheme. In addition John Byrne and 
John Conlon, each of whom is a director of both Western and Cambrian (whose 
combined shareholdings in Cambrian are 7,711,262 ordinary shares), have 
indicated that they will not exercise their rights to vote at the Court Meeting. 
 
3.    Irrevocable undertakings 
 
 
The Audley Fund has irrevocably undertaken to exercise (or procure the exercise 
of) the voting rights in respect of its interest in 29,142,484 Cambrian Shares, 
(representing  approximately 24.7 per cent. of the existing Cambrian Shares) in 
favour of the resolutions to be proposed at the Court Meeting and the General 
Meeting. The irrevocable undertaking signed by the Audley Fund will cease to be 
binding if an Independent Competing Offer is made for Cambrian which is more 
favourable to the Cambrian Shareholders from a financial point of view. 
 
 
The Cambrian Independent Directors do not hold any Cambrian Shares but have 
irrevocably undertaken, inter alia, to recommend the terms of the Proposal. John 
Byrne and John Conlon have irrevocably undertaken, inter alia, that in the event 
that Western switch the Scheme to an Offer they will accept the Offer. 
 
4.    Background to and reasons for recommending the Proposal 
 
 
During the last two years, one of Cambrian's main strategic objectives has been 
to transform itself from a holding company for mining investments into an 
operating mining group. Key transactions undertaken during this time to 
transform the Cambrian Group have included assisting the refinancing and ongoing 
strategic review of Western; acquiring the outstanding share capital not 
previously owned by Cambrian in Coal International Plc (now Coal International 
Limited); continuing to develop Cambrian's gold/antimony mine at Costerfield, 
Australia; and the disposal of Cambrian's interests in Asian Mineral Resources. 
 
 
Cambrian has had a longstanding significant holding in Western and the Cambrian 
Directors have for some time been considering Cambrian's options for this 
investment. The Proposal represents an opportunity to continue the Cambrian 
Group's transformation and to establish an Enlarged Group with a diversified 
portfolio of assets, including: 
 
 
  *  100 per cent. ownership of three coal mines and two wash plants in north east 
  British Columbia, Canada with reported production for the 12 month period ended 
  30 June 2008 of 2.8 million tonnes of metallurgical coal; 
 
 
 
  *  100 per cent. ownership of two coal mines and two wash plants in West Virginia, 
  US, with reported production for the year ended 30 June 2008 of 0.4 million 
  short tons of metallurgical coal and 0.6 million short tons of thermal coal; 
 
 
 
  *  50.6 per cent. interest in Energybuild Group Plc (AIM:EBG) with reported 
  production for the year ended 30 June 2008 of 0.1 million tonnes of thermal coal 
  and sized coal in Wales; 
 
 
 
  *  future coal production potential of up to 10 over million tonnes per annum from 
  existing reserves and resources; and 
 
 
 
  *  increased coal reserves and resources 
 
 
 
In considering whether to recommend the Proposal, the Cambrian Independent 
Directors have taken into account a number of factors, including Cambrian's 
financial commitments and stated strategy of transforming into an operating 
mining company. 
 
 
In agreeing to the cancellation of their Cambrian Shares in exchange for the 
receipt of Western Shares, the Cambrian Independent Directors believe that by 
being part of the Enlarged Group, Cambrian's Shareholders will benefit from: 
 
 
  *  gaining a more direct investment in Western's assets while continuing its 
  investment in the same other assets; 
 
 
 
  *  a strengthened balance sheet; 
 
 
 
  *  increased capital market scale and increased share liquidity; 
 
 
 
  *  improved prospects of retaining existing, and attracting new personnel through 
  an enhanced group profile and scale synergies; and 
 
 
 
  *  simplification of the structure of the Cambrian Group. 
 
 
 
The Western Independent Directors believe that the Proposal will allow Western 
to benefit from the creation of a larger, stronger, and more diversified coal 
mining company, which will significantly increase the long-term prospects of the 
combined company. The key benefits are: 
 
 
  *  globally diversified operations, with operating coal mines in three key coal 
  producing regions (Western Canada, West Virginia and Wales) 
 
 
 
  *  product diversification with the introduction of thermal coal to the existing 
  product mix of hard coking coal and low-vol PCI coal; 
 
 
 
  *  sales diversification with a more balanced sales program into Asia, Europe and 
  the USA; 
 
 
 
  *  an expansion of coal reserves and resources by 39 per cent. and 50 per cent. 
  respectively; 
 
 
 
  *  increased size with the 100 per cent. increase in the current's coal production 
  to approximately 3.5 million tonnes, with the potential to grow to 10 million 
  tonnes per year; 
 
 
 
  *  cost savings through reduced overhead, marketing and operational synergies; and 
 
 
 
  *  a simplified ownership structure that will increase the public float of shares 
  by 55 per cent.. 
 
 
5.    Recommendation 
 
 
The Cambrian Independent Directors, having been so advised by Singer, consider 
the terms of the Proposal to be fair and reasonable. In providing its advice to 
the Cambrian Independent Directors, Singer has taken into account the commercial 
assessments of the Cambrian Independent Directors. 
Accordingly, the Cambrian Independent Directors consider that the resolutions to 
be proposed at the Court Meeting and the General Meeting are in the best 
interests of Cambrian and Cambrian Shareholders. Accordingly, the Cambrian 
Independent Directors recommend that (i) Cambrian Shareholders vote in favour of 
the resolution to approve the Scheme to be proposed at the Court Meeting and 
(ii) Cambrian Shareholders vote in favour of the Special Resolution to be 
proposed at the General Meeting. 
 
6.    Information on Cambrian 
 
 
Cambrian is an AIM quoted operating mining company that manages and supports 
operations in coal and gold/antimony mining. The Cambrian Group has been 
instrumental in supporting the development of a number of mines and moving them 
into production. These include: Western's metallurgical coal mines in British 
Columbia, Canada; metallurgical and thermal coal mines in West Virginia, US; 
Energybuild's Aberpergwm coal mine in Wales; as well as a gold and antimony mine 
in Victoria, Australia. 
 
 
In addition to its mining operations Cambrian has investments in Xtract Energy 
Plc, giving it exposure to energy projects and related technologies; and NEMI, 
which has a 12 per cent. interest in Peace River Coal LP which in turn has 
metallurgical coal interests in northeast British Columbia. 
 
 
Financial information in relation to Cambrian will be set out in the Scheme 
Document. 
 
7.    Information on Western 
 
 
Western's principal business is the acquisition, exploration and development of 
coal mining properties and the production and sale of high quality metallurgical 
coal from mines located in northeast British Columbia, Canada. Western has 
developed a diversified coal asset base adjacent to or nearby existing 
infrastructure already established for the northeast coalfields, including rail, 
port, town and other facilities. 
 
 
Western holds the rights to two large multi-deposit coal property groups - the 
Wolverine and Brazion groups of properties, which include approximately 35,000 
hectares located in northeastern British Columbia under licence or lease. 
Additionally, Western holds a 50 per cent. interest in the Belcourt Saxon Coal 
Limited Partnership, which holds the rights to two additional multi-deposit coal 
property groups - the Belcourt and Saxon groups of properties, which include 
more than 50,000 hectares under lease or application held by Belcourt Saxon Coal 
Limited. 
 
 
Western's principal property assets are grouped geographically as follows: 
· the Perry Creek and EB open-pit deposits (the "Wolverine Project") and the 
Hermann open-pit deposit, all of 
 

      which are located within Western's 
Wolverine group of coal properties; and 
· the Brule Mine and Willow Creek Mine which are open-pit mines located within 
Western's Brazion group of 
 

     coal properties. 
 
 
Western has demonstrated the economic viability of the Wolverine Mine, Brule 
Mine, and the Willow Creek Mine through independent technical studies that have 
been publicly disclosed and are available under Western's profile on the SEDAR 
website at www.sedar.com. 
 
 
Western has also published an independent technical study on the Belcourt 
deposits in the Belcourt Saxon group of properties. This study has been publicly 
disclosed and is available under Western's profile on the SEDAR website at 
www.sedar.com 
 
 
Western also owns or holds an interest in a number of other property assets 
located in northeast and southeast British Columbia which are at a less advanced 
stage of development. 
 
 
Financial information in relation to Western will be set out in the Scheme 
Document. 
 
8.    Management and employees 
 
 
The board of directors of Western has given assurances to the board of directors 
of Cambrian that, following the Scheme becoming effective, the existing 
employment rights of all management and employees of the Cambrian Group will be 
fully safeguarded. 
 
 
Immediately after the Scheme has become effective, the management of Western 
will commence a comprehensive review of the business model, operations and 
staffing levels and roles within the Cambrian Group. Western expects that this 
will lead to a reduction in staffing levels as a result of the implementation of 
various cost synergies and operational efficiencies.  However, such steps will 
only be taken after consultation with the appropriate bodies and/or employee 
representatives in accordance with legal obligations. Western does not currently 
intend to redeploy the fixed assets of Cambrian to an extent that would have a 
material impact on the business of Cambrian. 
 
 
Western has confirmed to the board of directors of Cambrian that its current 
plan for the Cambrian Group following the Scheme becoming effective does not 
involve any material change in the terms and conditions of employment of the 
Cambrian Group employees and there are currently no plans to change the 
principal office location of Cambrian. 
 
 
Following the Scheme becoming effective, the board of directors of Western will 
continue to be comprised of the current members of the board, including John 
Byrne and John Conlon. John Hogg, Western's current CEO, will continue as the 
CEO of Western. The directors of Cambrian and each of its wholly-owned 
subsidiaries will step down from the respective boards of those companies 
shortly after the Effective Date and members of the management of Western will 
be appointed in their place.  It is the current intention that Mark Burridge 
will stand down as CEO of Cambrian shortly after the Effective Date. 
 
9.    Structure of the Scheme 
 
 
The Acquisition is to be effected by way of a scheme of arrangement. The Scheme 
is an agreement between Cambrian and the holders of Scheme Shares (as defined in 
the Scheme) under section 899 of the Companies Act and is subject to the 
sanction of the Court. 
 
 
It is proposed that, under the Scheme, all the Scheme Shares in issue prior to 
the Voting Record Time will be cancelled and that the reserve arising from such 
cancellation will be applied in paying up in full a number of new Cambrian 
Shares (having the same aggregate nominal value as is equal to the aggregate 
nominal value of the Scheme Shares cancelled) and issuing them to Western in 
consideration for which the holders of the cancelled Scheme Shares will receive 
New Western Shares on the basis set out below. Any further Scheme Shares issued 
before the Reduction Record Time and in respect of which the holders are or have 
consented to be bound by the Scheme will also be subject to the Scheme. 
 
 
Scheme Shareholders who are on the register of members of Cambrian at the Scheme 
Record Time will receive 0.75 New Western Shares for every 1 Cambrian Share. No 
fractions of New Western Shares will be allotted. 
 
 
Cambrian Shares issued after the Reduction Record Time will not be subject to 
the Scheme. Accordingly, it is proposed that the Articles be amended so that 
Cambrian Shares issued after the Reduction Record Time (other than to Western or 
a nominee of Western) will be automatically acquired by Western or a nominee of 
Western on the same terms as under the Scheme. 
 
 
Any Cambrian Shares issued to holders of Options and Warrants on exercise of 
their Options and Warrants after the Reduction Record Time will not be included 
in the Scheme and such holders of Options or Warrants will not be bound by the 
Scheme. The amendments to the Articles to be proposed at the General Meeting 
will provide that any person acquiring Cambrian Shares after the Reduction 
Record Time will be required to transfer them to Western on the basis that they 
will receive the same number of New Western Shares to which they would have been 
entitled had their shares been subject to the Scheme. 
 
 
It is expected that the Scheme will become effective on the close of business on 
13 July 2009. The Scheme is subject to the Conditions and certain further terms 
referred to in Appendix 1 to this document. In particular, the Scheme requires 
the approval of Cambrian Shareholders (other than Western) by the passing of a 
resolution at the Court Meeting. The resolution must be approved by a majority 
in number of the Cambrian Shareholders present and voting, either in person or 
by proxy, representing not less than three fourths in value of the Cambrian 
Shares held by such Cambrian Shareholders. 
 
 
Implementation of the Scheme will also require the passing of the Special 
Resolution (requiring the approval of Cambrian Shareholders representing at 
least 75 per cent. of the votes cast at the General Meeting, which will be held 
immediately after the Court Meeting). 
 
 
Following the Meetings, the Scheme and the related Reduction of Capital must be 
sanctioned by the Court and will only become effective upon delivery to the 
Registrar of Companies of a copy of the Order sanctioning the Scheme and, in 
relation to the Reduction of Capital, the registration of such Order by the 
Registrar of Companies. 
 
 
If the Scheme becomes effective, the terms will be binding on all Scheme 
Shareholders irrespective of whether or not they attended or voted in favour of 
the Scheme at the Court Meeting or in favour of the Special Resolution at the 
General Meeting. 
 
 
The Panel has confirmed, having consulted with Singer, Cenkos Securities and 
Arbuthnot Corporate Finance (Energybuild's independent financial adviser for the 
purposes of Rule 3 of the Takeover Code), and the independent directors of 
Energybuild, that, as a consequence of the Scheme becoming effective, Western 
will not be required to make a mandatory offer under Rule 9 of the Takeover Code 
for the Energybuild shares not already held by Cambrian. 
 
 
The Scheme is a "related party transaction" for the purposes of Multilateral 
Instrument 61 - 101 - Protection of Minority Security Holders in Special 
Transactions ("MI 61-101"), the applicable Canadian securities law that governs 
certain transactions which raise the potential for significant conflicts of 
interest, including related party transactions. Pursuant to the requirements for 
a related party transaction under MI 61-101, in addition to any other required 
securityholder approval that may be required, in order to complete a related 
party transaction, Western must obtain the approval of at least a simple 
majority of the votes cast by "minority" holders of Western Shares. The 
"minority" holders of Western Shares for the purposes of the Scheme are all 
Western Shareholders other than Cambrian, the Audley Fund, their respective 
associates and affiliates, and any related party of any of them, and any person 
acting jointly or in concert with any of them. 
 
 
The Acquisition is deemed to be a related party transaction for Western under 
the AIM Rules. The Western Independent Directors, having consulted with Cenkos 
Securities, Western's nominated advisor, consider that the terms of the 
acquisition are fair and reasonable as far as the independent shareholders of 
Western are concerned. 
 
10.    Cancellation of admission of Cambrian Shares to trading on AIM 
 
 
Prior to the Scheme becoming effective, application will be made to the London 
Stock Exchange for Cambrian Shares to be suspended from trading on AIM with 
effect from 7.00 a.m. on the day of the Court Hearing. If the Scheme becomes 
effective, based on the expected timetable, the last day of dealings in Cambrian 
Shares on AIM is expected to be 6 July 2009 (being the Dealing Day immediately 
prior to the Hearing Date). 
 
 
On the Effective Date, share certificates for Scheme Shares will cease to be 
valid and should be destroyed. In addition, entitlements to Scheme Shares held 
within the CREST system will be cancelled on the Effective Date. Based on the 
expected timetable the last date for registration of transfers of Cambrian 
Shares is expected to be 3 July 2009. No transfers of Cambrian Shares (other 
than transfers to Western or any nominee(s) of Western) will be registered after 
the Scheme Record Time. 
 
11.    Amendment to Cambrian Notes Conditions 
 
 
Cambrian has agreed with the Noteholders that the conditions to the Cambrian 
Notes be amended as follows: 
 
  *  the maturity date of the Cambrian Notes was extended from 23 May 2009 to 21 
  August 2009; 
 
 
  *  during this "extension period", the rate of interest payable on the Cambrian 
  Notes has increased to 15.0 per cent. per annum payable monthly in arrears on 
  each of 23 June 2009, 23 July 2009 and on maturity on 21 August 2009 (or, if 
  earlier, on (and up to (but excluding)) the date of redemption in accordance 
  with the amended conditions); 
 
 
  *  Cambrian agreed to certain additional covenants of a standard nature (subject in 
  each case to certain permitted exceptions) throughout the extension period which 
  restrict Cambrian and its subsidiaries from undertaking certain transactions 
  without the consent of Noteholders.  These restrictions include, among others, 
  the following: 
 
 
(a) the declaration or payment of any dividend or distribution, the purchase or 
redemption of any shares, or payments in relation to any other "Indebtedness" 
(as defined) save for certain permitted indebtedness or making of certain 
investments, save for certain permitted investments; 
 
(b) the incurrence of new "Indebtedness" other than certain permitted debt; 
 
(c) the creation of any further "Security Interests" (as defined), subject to 
certain permitted security interests (for example, those granted in the ordinary 
course of business); 
 
(d) transactions with affiliates (for example payments and disposals) save for 
the Proposal and certain other permitted exceptions; and 
 
(e) other than with or to Western, in circumstances where Western has the 
obligation to redeem the Cambrian Notes, the consolidation or merger with, or 
the disposal of all or substantially all assets to, another entity. The Proposal 
and the assumptions of such obligations to redeem the Cambrian Notes set out in 
the Western Agreement described below is permitted. 
 
  *  in the event that Cambrian raises equity or debt capital or consummates a 
  permitted disposal of assets (other than for these purposes the sale of mined 
  resources in the ordinary course of business), then Cambrian shall be obliged to 
  apply the balance of such proceeds net of costs and expenses and net of an 
  amount of up to US$2.5 million in aggregate for the purposes of the working 
  capital requirements of Cambrian and its subsidiaries towards redemption of the 
  Cambrian Notes (after paying Cambrian's secured creditors in the case of the 
  proceeds of an asset disposal); 
 
 
 
  *  Cambrian will be required to redeem the Cambrian Notes in full with accrued 
  interest thereon within five business days of the date on which the 
  Scheme becomes effective; and 
 
 
  *  the amended conditions also include new events of default, namely in 
  circumstances where the Proposal comprises consideration other than entirely in 
  shares of Western, and where interest is paid by Cambrian or its subsidiaries 
  prior to the new maturity date under its secured loan from Western. 
 
 
12.    Western Agreement 
 
 
Pursuant to an agreement dated 20 May 2009, entered into between Western, the 
Noteholders and Cambrian ("Western Agreement"), Western agreed that conditional 
(i) on a written resolution of the Noteholders being duly passed and (ii) upon 
and with effect from the Scheme becoming effective, Western will, or will 
procure that Cambrian or another member of the Western group of companies will, 
redeem the Cambrian Notes in full together with the interest thereon to (but 
excluding) the date of such redemption in accordance with the amended conditions 
of the Cambrian Notes, by no later than five business days from the date when 
the Scheme has become effective. Under the terms of the Western Agreement, the 
Noteholders have agreed that such redemption will constitute a full and final 
discharge of Cambrian's obligations to redeem the Cambrian Notes under the 
amended Conditions of the Cambrian Notes. 
 
13.    Disclosure of interests in Cambrian 
 
 
As at the close of business on 19 May 2009, the last practicable Business Day 
prior to the date of this announcement, no member of the Western Group had any 
interest in the relevant securities of Cambrian.  It is intended that Western 
will acquire at least one Cambrian Share which will mean that Western will be a 
member of Cambrian on the Effective Date and accordingly there will be no 
requirement under Section 103 of the Companies Act 1985 for an independent 
valuation. Western will be precluded from voting at the Court 
Meeting. Western has provided a US$36,000,000 loan facility to CIH ("Loan") 
subject to certain conditions.  The Loan became unconditional and was advanced 
to CIH on January 21, 2009. Each of Cambrian and Coal International Limited have 
guaranteed the obligations of CIH under the Loan and the Loan is secured against 
the assets of the Cambrian Group by way inter alia of fixed and floating 
charges. The Loan has been reduced by the prepayment by Western to Cambrian of 
CAN$5,000,0000 plus accrued interest pursuant to a loan agreement dated 
September 13 2007. Further details relating to the Loan will be set out in the 
Scheme Document. 
 
14.    Combination Agreement 
 
 
Western and Cambrian have entered into the Combination Agreement which sets out, 
among other things, various matters in relation to the implementation of the 
Scheme, the conduct of Cambrian's and Western's business prior to the effective 
date, an inducement fee payable by Cambrian in certain circumstances,  and 
non-solicit undertakings.  Further details of the Combination Agreement and 
inducement fee arrangements will be set out in the Scheme Document. 
 
 
Cambrian has agreed to pay Western an inducement fee of GBP0.674m if Western 
terminates the agreement due to the failure by Cambrian's shareholders to 
approve the requisite resolutions, the Court failing to sanction the Scheme, the 
directors of Cambrian failing to recommend or withdrawing their recommendation 
to its shareholders or Cambrian breaching the non-solicitation undertakings. 
Cambrian has undertaken not to solicit an alternative acquisition proposal from 
a third party but may consider or respond to an unsolicited proposal in certain 
circumstances. 
 
 
 
15.    Overseas shareholders 
 
 
Overseas shareholders should inform themselves about, and observe, any 
applicable requirements in the relevant jurisdiction. It is the responsibility 
of each Overseas Shareholder to satisfy himself as to the full observance of the 
laws of the relevant jurisdiction in connection therewith, including the 
obtaining of any governmental, exchange control or other consents which may be 
required, or the compliance with other necessary formalities which are required 
to be observed and the payment of any issue, transfer or other taxes due in such 
jurisdiction. It is the responsibility of Cambrian Shareholders who are 
citizens, residents or nationals of jurisdictions outside the United Kingdom to 
ensure that the correct rate of postage is paid before returning the enclosed 
Forms of Proxy. Western may in its sole discretion determine that New Western 
Shares shall not be allotted and issued to a Scheme Shareholder under the 
Scheme, but shall instead be allotted and issued to a UK nominee appointed by 
Western as trustee and sold by the trustee for the benefit of such persons at 
the best price reasonably obtainable, if Western is advised that the allotment 
and issue of New Western Shares to such Scheme Shareholder would infringe the 
laws of any jurisdiction or would require Western to observe any governmental or 
other consent or any registration, filing or other formality with which Western 
is unable to comply or compliance with which Western regards as unduly onerous, 
or Western is unable to so determine without obtaining advice and Western in its 
sole discretion determines that, since the Scheme Shareholders in the relevant 
jurisdiction hold a de minimis percentage of the issued share capital of the 
Company (excluding the Treasury Shares), the cost of obtaining such advice would 
be disproportionately burdensome. Western would expect to seek the agreement of 
the Panel to such course of action except where the Scheme Shareholders in the 
relevant jurisdiction hold less than a de minimis percentage of Cambrian's 
issued share capital (excluding the Treasury Shares). 
Further details in relation to overseas shareholders will be contained in the 
Scheme Document. 
 
16.    General 
 
 
This announcement is not intended to and does not constitute, or form part of, 
any offer to sell or invitation to purchase, otherwise acquire, subscribe, sell 
or otherwise dispose of, any securities or the solicitation of any vote or 
approval in any jurisdiction pursuant to the Proposal or otherwise. The Proposal 
will be made solely through the Scheme Document, which will contain the full 
terms and conditions of the Proposal, including details of how to vote in 
respect of the Proposal. Any acceptance of or other response to the Proposal 
should be made only on the basis of the information in the Scheme Document. 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore any persons 
who are subject to the laws of any jurisdiction other than the United Kingdom 
should inform themselves about, and observe, any applicable legal or regulatory 
requirements. Any failure to comply with the applicable requirements may 
constitute a violation of the securities laws of any such jurisdiction. To the 
fullest extent permitted by applicable law, the companies involved in the 
proposed Proposal disclaim any responsibility or liability for the violation of 
such restrictions by any person. 
 
 
This announcement has been prepared for the purpose of complying with English 
law, the Takeover Code and the AIM Rules, and the information disclosed may not 
be the same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws of jurisdictions outside the United 
Kingdom. 
 
 
Any person (including, without limitation, any custodian, nominee and trustee) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or the Scheme Document and/or any 
other related document to any jurisdiction outside the United Kingdom should 
inform themselves of, and observe, any applicable legal or regulatory 
requirements of their jurisdiction before taking any action. 
 
 
US Holders should note that the Scheme will relate to the shares of a United 
Kingdom company that is a "foreign private issuer" as defined under Rule 3b-4 
under the US Exchange Act , and will be governed by English law. Accordingly, 
the proxy solicitation rules under the US Exchange Act will not apply to the 
Scheme. In addition, a transaction effected by means of a Scheme of Arrangement 
is not subject to the tender offer rules under the US Exchange Act. Moreover the 
Scheme will be subject to the disclosure requirements and practices applicable 
in the United Kingdom to schemes of arrangement, which differ from the 
disclosure requirements of the US proxy solicitation rules and tender offer 
rules. Financial information included in the Scheme Document will have been 
prepared in accordance with accounting standards applicable in the United 
Kingdom that may not be comparable in all respects with  accounting standards 
applicable to financial statements of US companies prepared in accordance with 
the US generally accepted accounting principles and that are subject to US 
auditing and auditor independence standards. It may be difficult for Scheme 
Shareholders who are US Persons to enforce any rights and claims they may have 
arising under the US securities laws in respect of the Scheme. 
 
 
This announcement is not an offer for the sale of securities in the US and the 
New Western Shares which will be issued in connection with the Proposal have not 
been and will not be registered under the US Securities Act or under the 
securities laws of any state in the United States and are being issued in 
reliance upon the exemption from registration provided by Section 3(a)(10) of 
the US Securities Act. New Western Shares issued pursuant to Section 3(a)(10) of 
the US Securities Act may be resold without restriction by any former Scheme 
Shareholder in the US who is not an affiliate of Cambrian immediately before the 
Effective Date or who is not an affiliate of Cambrian after the Effective 
Date. Former Scheme Shareholders in the US who are affiliates of Cambrian 
immediately before the Effective Date or who are affiliates of Cambrian after 
the Effective Date are subject to resale restrictions under the US Securities 
Act and may not resell New Western Shares in the US in the absence of an 
exemption from registration under the US Securities Act and may resell New 
Western Shares outside the US only pursuant to such an exemption or pursuant to 
the provisions of Regulation S. US Holders are urged to consult their legal 
advisers to determine the availability of applicable resale provisions. 
 
 
This announcement, including information included or incorporated by reference 
in this announcement, may contain "forward-looking statements" concerning the 
Cambrian Group and the Western Group. Generally, the words "will", "may", 
"should", "continue", "believes", "expects", "intends", "anticipates" or similar 
expressions identify forward-looking statements. The forward-looking statements 
involve risks and uncertainties that could cause actual results to differ 
materially from those expressed in the forward-looking statements. Many of these 
risks and uncertainties relate to factors that are beyond the companies' 
abilities to control or estimate precisely, such as future market conditions and 
the behaviours of other market participants, and therefore undue reliance should 
not be placed on such statements. Cambrian and Western assume no obligation and 
do not intend to update these forward-looking statements, except as required 
pursuant to applicable law. 
 
 
Cenkos Securities, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for Western and no one 
else in connection with the Proposal and will not be responsible to anyone other 
than Western for providing the protections afforded to customers of Cenkos 
Securities, nor for providing advice in relation to the contents of the Proposal 
or any other matters referred to in this announcement. 
 
 
Singer, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority in the UK, is acting for Cambrian and no one else in 
connection with the Proposal and will not be responsible to anyone other than 
Cambrian for providing the protections afforded to customers of Singer nor for 
providing advice in relation to the Proposal or any other matters referred to in 
this announcement. 
 
 
Appendix I sets out the conditions to implementation of the Proposal and the 
Scheme. 
Appendix II contains the definitions of terms used in this announcement. 
  Appendix I 
 
 
Conditions to Implementation of the Proposal 
 
 
 
 
 
 
1.The Proposal is conditional upon the Scheme becoming unconditional and 
becoming effective, subject to the Takeover Code, by not later than 31 July 2009 
or such later date (if any) as Cambrian and Western may agree and the Court may 
allow. The Scheme is conditional upon: 
 
 
    (a)    the approval by a majority in number representing three-fourths in 
value of the holders of Cambrian Shares present and voting, either in person or 
by proxy, at the Court Meeting (or any adjournment thereof); 
    (b)    the resolutions set out in the notice of the General Meeting required 
to approve and implement the Scheme being duly passed by the requisite majority 
at the General Meeting (or any adjournment thereof); 
    (c)    the Court Sanction being obtained (with or without modifications, but 
subject to any such modifications being on terms acceptable to Cambrian and 
Western) and a copy of the Order being delivered for registration to the 
Registrar of Companies; 
    (d)    confirmation of the Reduction of Capital by the Court (with or 
without modification, but subject to any such modifications being on terms 
acceptable to Cambrian and Western), and a copy of the Reduction Court Order and 
a minute of such reduction attached thereto being filed with the Registrar of 
Companies and registered by him; 
    (e)    the resolutions required to approve and implement the Acquisition 
each being duly passed by the requisite majority at the Western Meeting (or any 
adjournment thereof); and 
    (f)    permission being granted for the admission of the New Western Shares 
to trading on AIM and listing and posting for trading on the TSX. 
2.    Western and Cambrian have agreed that the Proposal is conditional upon the 
following matters, and, accordingly, the necessary action to make the Proposal 
effective will not be taken unless such Conditions (as amended if appropriate) 
have been satisfied or waived: 
    (a)Authorisations 
    (i)    all Authorisations in any jurisdiction which Western or Cambrian 
reasonably deem necessary for or in respect of the Proposal, its implementation 
or any acquisition of any shares in, or control of, Cambrian or any other member 
of the Wider Cambrian Group by any member of the Western Group having been 
obtained in terms and in a form satisfactory to Western and Cambrian acting 
reasonably from any relevant person or authority or from any person or body with 
whom any member of the Wider Cambrian Group or Wider Western Group has entered 
into material contractual arrangements and all such Authorisations remaining in 
full force and effect and there being no intimation of any intention to revoke 
or not renew the same; and 
    (ii)    all material Authorisations necessary to carry on the business of 
(a) any member of the Wider Cambrian Group and (b) any member of the Wider 
Western Group remaining in full force and effect and there being no notification 
of any intention to revoke or not to renew the same; and 
    (iii)    all necessary filings, or applications having been made and all 
applicable waiting and other periods (including extensions of such periods) 
having expired, lapsed or been terminated and all applicable statutory or 
regulatory obligations in any jurisdiction in respect of the Proposal having 
been complied with, in each case, in respect of the acquisition of any shares in 
or control of, Cambrian by Western. 
    (b) Regulatory Intervention 
    Save as Disclosed, no relevant person having taken, instituted, implemented 
or threatened any legal proceedings, or having required any action to be taken 
or otherwise having done anything or having enacted, made or proposed any 
statute, regulation, order or decision or taken any other step and there not 
continuing to be outstanding any statute, regulation, order or decision that 
would or might reasonably be expected to (in each case to an extent which is 
material and adverse in the context of the Wider Cambrian Group or the Wider 
Western Group (as the case may be) taken as a whole): 
    (i)    make the Proposal, its implementation or the acquisition or proposed 
acquisition of any shares in, or control or management of, the Wider Cambrian 
Group by Western illegal, void or unenforceable; or 
    (ii)    otherwise directly or indirectly prevent, prohibit or otherwise 
restrict, restrain, delay or interfere with the implementation of, or impose 
additional conditions or obligations with respect to or otherwise challenge or 
require amendment of, the Proposal or the proposed acquisition of Cambrian by 
Western or any acquisition of Cambrian Shares by Western; or 
    (iii)    require, prevent or delay the divestiture (or alter the terms of 
any proposed divestiture), by or result in any delay to Western of any shares or 
other securities in Cambrian; or 
    (iv)    impose any limitation on the ability of any member of the Wider 
Western Group or any member of the Wider Cambrian Group to acquire or hold or 
exercise effectively, directly or indirectly, any rights of ownership of shares 
or other securities or the equivalent in any member of the Wider Cambrian Group 
or the Wider Western Group or to exercise management control over any member of 
the Wider Cambrian Group or the Wider Western Group (as the case may be) taken 
as a whole; or 
    (v)    require, prevent or delay the disposal by Western or any member of 
the Wider Western Group or Cambrian or any member of the Wider Cambrian Group, 
of all or any part of their respective businesses, assets or properties or 
impose any limitation on the ability of any of them to conduct their respective 
businesses or own their respective assets or properties; or 
    (vi)    require any member of the Wider Western Group or of the Wider 
Cambrian Group to offer to acquire any shares or other securities (or the 
equivalent) in any member or any other assets of the Wider Cambrian Group or the 
Wider Western Group owned by any third party (in each case, other than in 
implementation of the Proposal); or 
    (vii)    impose any material limitation on the ability of any member of the 
Wider Western Group or the Wider Cambrian Group to integrate or co-ordinate its 
business, or any part of it, with the businesses or any part of the businesses 
of any other member of the Wider Western Group and/or the Wider Cambrian Group; 
or 
    (viii)    result in any member of the Wider Western Group or the Wider 
Cambrian Group ceasing to be able to carry on business under any name under 
which it presently does so; or 
    (ix)(save as related to matters that generally affect entities conducting 
similar businesses) and adversely affect any or all of the businesses, assets or 
financial condition or trading position or profits or prospects of any member of 
the Wider Western Group or the Wider Cambrian Group; 
    and all applicable waiting and other time periods during which any such 
relevant person could institute, or implement or threaten any legal proceedings, 
having expired, lapsed or been terminated. 
(c)Consequences of the Proposal 
Save as Disclosed, there being no provision of any agreement to which any member 
of the Wider Cambrian Group or the Wider Western Group is a party, or by or to 
which any such member, or any part of their assets, is or may be bound, entitled 
or subject, which would as a consequence of the Proposal or of the acquisition 
or proposed acquisition of all or any part of the issued share capital of, or 
change of control or management of, Cambrian or any other member of the Cambrian 
Group result in (in each case to an extent which is material and adverse in the 
context of the Wider Cambrian Group or the Wider Western Group (as the case may 
be) taken as a whole): 
(i)    any material assets or interests of any member of the Wider Cambrian 
Group or the Wider Western Group being or failing to be disposed of or charged 
in any way or ceasing to be available to any member of the Wider Cambrian Group 
or the Wider Western Group or any rights arising under which any such asset or 
interest could be required to be disposed of or charged in any way or could 
cease to be available to any member of the Wider Cambrian Group or the Wider 
Western Group; or 
(ii)    any moneys borrowed by, or other indebtedness (actual or contingent) of, 
or any grant available to, any member of the Wider Cambrian Group or the Wider 
Western Group being or becoming repayable or capable of being declared repayable 
immediately or earlier than the repayment date stated in such agreement or the 
ability of such member of the Wider Cambrian Group or the Wider Western Group to 
incur any such borrowing or indebtedness becoming or being capable of becoming 
withdrawn, inhibited or prohibited; or 
(iii)    any such agreement or the rights, liabilities, obligations or interests 
of any such member under it being terminated or materially and adversely 
modified or affected or any onerous obligation arising or any material adverse 
action being taken under it; or 
(iv)    the interests or business of any such member in or with any third party 
(or any arrangements relating to any such interests or business) being 
terminated or adversely modified or affected; or 
(v)    the financial or trading position or prospects or value of any member of 
the Wider Cambrian Group or the Wider Western Group being materially prejudiced 
or materially and adversely affected; or 
(vi)    the creation of any mortgage, charge or other security interest over the 
whole or any part of the business, property or assets of any member of the Wider 
Cambrian Group or any such security (whenever arising or having arisen) becoming 
enforceable or being enforced; or 
(vii)    any member of the Wider Cambrian Group or the Wider Western Group 
ceasing to be able to carry on business under any name under which or on the 
terms on which it currently does so or any person presently not able to carry on 
business under any name under which any member of the Wider Cambrian Group or 
the Wider Western Group currently carries on business becoming able to do so; or 
(viii)    the creation of actual or contingent material liabilities by any 
member of the Wider Cambrian Group other than in the ordinary course of trading; 
or 
(ix)    the ability of any member of the Wider Cambrian Group or the Wider 
Western Group to carry on its business being materially and adversely affected, 
and no event having occurred which, under any provision of any such agreement to 
which any member of the Wider Cambrian Group or the Wider Western Group is a 
party, or by or to which any such member, or any of its assets, may be bound, 
entitled or subject above, could result in any of the events or circumstances as 
are referred to in sub-paragraphs (i) to (ix) above inclusive. 
(d) No Corporate Action Taken Since the Accounting Date (Cambrian) 
    Since the Accounting Date, save as otherwise Disclosed or pursuant to 
transactions in favour of Cambrian or a wholly-owned subsidiary of Cambrian, no 
member of the Wider Cambrian Group having (in each case to an extent which is 
material and adverse in the context of the Wider Cambrian Group taken as a 
whole): 
    (i)    issued or agreed to issue or authorised or proposed the issue or 
grant of additional shares of any class or securities convertible into or 
exchangeable for, or rights, warrants or options to subscribe for or acquire, 
any such shares or convertible securities (save pursuant to the issue of 
Cambrian Shares on the exercise of Disclosed Cambrian share options or 
warrants); or 
    (ii)    redeemed, purchased, repaid or reduced or announced the redemption, 
purchase, repayment or reduction of any part of its share capital or other 
securities or made, authorised or proposed or announced the making of any other 
change to its share or loan capital; or 
    (iii)    recommended, declared, paid or made or proposed to recommend, 
declare, pay or make any dividend, bonus issue or other distribution whether 
payable in cash or otherwise other than dividends lawfully paid to Cambrian or 
wholly owned subsidiaries of Cambrian; or 
    (iv)    (save for transactions between two or more wholly owned members of 
the Cambrian Group) merged or demerged with or from, or acquired, any body 
corporate or authorised or proposed or announced any intention to propose any 
such merger or demerger; or 
    (v)    other than in the ordinary course of business acquired or disposed 
of, transferred, mortgaged or charged, or created or granted any security 
interest over, any material assets (including shares and trade investments) or 
authorised or proposed or announced any intention to propose any acquisition, 
disposal, transfer, mortgage, charge or creation or grant of any such security 
interest; or 
    (vi)    (save for transactions between two or more wholly owned members of 
the Cambrian Group) issued or authorised or proposed the issue of any debentures 
or incurred or increased any borrowings, indebtedness or liability (actual or 
contingent); or 
    (vi)    entered into or varied, or authorised or proposed the entry into or 
variation of, or announced its intention to enter into or vary, any transaction, 
arrangement, contract or commitment (whether in respect of capital expenditure 
or otherwise) which is material and of a long term, onerous or unusual nature or 
magnitude (other than to a nature and extent which is normal in the context of 
the business concerned or which is or could involve obligations which would or 
might reasonably be expected to be so long, onerous or unusual in nature or 
magnitude) or which is restrictive to the existing business of any member of the 
Wider Cambrian Group (other than to a nature and extent which is normal in the 
context of the business concerned or which is or could involve obligations which 
would or might reasonably be expected to be so restrictive) or which is not in 
the ordinary course of business; or 
    (viii)    entered into, implemented, effected, authorised or proposed or 
announced its intention to enter into, implement, effect, authorise or propose 
any material contract, reconstruction, amalgamation, scheme, commitment or other 
transaction or arrangement other than in the ordinary course of business; or 
    (ix)    waived or compromised any material claim (other than in the ordinary 
course of business); or 
    (x)    entered into or varied or made any offer (which remains open for 
acceptance) to enter into or vary the terms of any material contract with any of 
the directors or senior executives of Cambrian or any of the directors or senior 
executives of any other member of the Wider Cambrian Group; or 
    (xi)    taken or proposed any corporate action or had any legal proceedings 
instituted or threatened against it or petition presented for its winding-up 
(voluntary or otherwise), dissolution or reorganisation or for the appointment 
of a receiver, administrator, administrative receiver, trustee or similar 
officer of all or any material part of its assets and revenues or for any 
analogous proceedings or steps in any jurisdiction or for the appointment of any 
analogous person in any jurisdiction; or 
    (xii)    been unable, or admitted in writing that it is unable, to pay its 
debts or has stopped or suspended (or threatened to stop or suspend) payment of 
its debts generally or ceased or threatened to cease carrying on all or a 
substantial part of its business; or 
    (xiii)    made any material alteration to its memorandum or articles of 
association, or other incorporation documents; or 
    (xiv)    disposed of or acquired any assets or businesses or offered or 
agreed to the same for an amount in aggregate of GBP500,000 or more (or in the 
case of disposals where the book value was in aggregate greater than 
GBP500,000), entered into or offered or agreed to enter into or announced any 
arrangement which requires expenditure or the foregoing of revenue by the Wider 
Cambrian Group of an amount in aggregate of greater than GBP500,000; or 
    (xv)    entered into any agreement or passed any resolution or made any 
offer (which remains open for acceptance) or proposed or announced any intention 
with respect to any of the transactions, matters or events referred to in this 
condition 2(d) other than in the ordinary course of business. 
(e)Other Events Since the Accounting Date (Cambrian) 
    In the period since the Accounting Date, save as Disclosed: 
    (i)    no litigation or arbitration proceedings, prosecution, investigation 
or other legal proceedings having been announced, instituted, threatened or 
remaining outstanding by, against or in respect of, any member of the Wider 
Cambrian Group or to which any member of the Wider Cambrian Group is or may 
become a party (whether as claimant, defendant or otherwise) which in any case, 
would be likely to have a material adverse effect on the financial position of 
the Wider Cambrian Group; and 
    (ii)    no event, change or condition has occurred or become known to 
Cambrian which has resulted in or could be reasonably expected to have a 
material adverse change or a material deterioration in the business or assets or 
financial or trading position, assets, liabilities or profits or prospects of 
any member of the Wider Cambrian Group; and 
    (iii)    no enquiry or investigation by, or complaint or reference to, any 
relevant person or authority against or in respect of any member of the Wider 
Cambrian Group having been threatened, announced, implemented or instituted or 
remaining outstanding by, against or in respect of, any member of the Wider 
Cambrian Group which in any case, would be likely to have a material adverse 
effect on the financial position of the Wider Cambrian Group taken as a whole; 
and 
    (iv)    no contingent or other liability having arisen or become apparent or 
increased which in any case, would be likely to have a material adverse effect 
on the financial position of the Wider Cambrian Group taken as a whole; and 
    (v)    the business of the Wider Cambrian Group has been carried on in the 
usual and ordinary course in all material respects. 
(f) No Corporate Action Taken Since the Accounting Date (Western) 
    Since the Accounting Date, save as otherwise Disclosed or pursuant to 
transactions in favour of Western or a wholly-owned subsidiary of Western, no 
member of the Wider Western Group having (in each case to an extent which is 
material and adverse in the context of the Wider Western Group taken as a 
whole): 
    (i)    issued or agreed to issue or authorised or proposed the issue or 
grant of additional shares of any class or securities convertible into or 
exchangeable for, or rights, warrants or options to subscribe for or acquire, 
any such shares or convertible securities (save pursuant to the issue of Western 
Shares on the exercise of Disclosed Western options or warrants); or 
    (ii)    redeemed, purchased, repaid or reduced or announced the redemption, 
purchase, repayment or reduction of any part of its share capital or other 
securities or made authorised or proposed or announced the making of any other 
change to its share or loan capital; or 
    (iii)    recommended, declared, paid or made or proposed to recommend, 
declare, pay or make any dividend, bonus issue or other distribution whether 
payable in cash or otherwise other than dividends lawfully paid to Western or 
wholly owned subsidiaries of Western; or 
    (iv)    (save for transactions between two or more wholly owned members of 
the Western Group) merged or demerged with or from, or acquired, any body 
corporate or authorised or proposed or announced any intention to propose any 
such merger or demerger; or 
    (v)    other than in the ordinary course of business acquired or disposed 
of, transferred, mortgaged or charged, or created or granted any security 
interest over, any material assets (including shares and trade investments) or 
authorised or proposed or announced any intention to propose any acquisition, 
disposal, transfer, mortgage, charge or creation or grant of any such security 
interest; or 
    (vi)    (save for transactions between two or more wholly owned members of 
the Western Group) issued or authorised or proposed the issue of any debentures 
or incurred or increased any borrowings, indebtedness or liability (actual or 
contingent); or 
    (vii)    entered into or varied, or authorised or proposed the entry into or 
variation of, or announced its intention to enter into or vary, any transaction, 
arrangement, contract or commitment (whether in respect of capital expenditure 
or otherwise) which is material and of a long term, onerous or unusual nature or 
magnitude (other than to a nature and extent which is normal in the context of 
the business concerned or which is or could involve obligations which would or 
might reasonably be expected to be so long, onerous or unusual in nature or 
magnitude) or which is restrictive to the existing business of any member of the 
Wider Western Group (other than to a nature and extent which is normal in the 
context of the business concerned or which is or could involve obligations which 
would or might reasonably be expected to be so restrictive) or which is not in 
the ordinary course of business; or 
    (viii)    entered into, implemented, effected, authorised or proposed or 
announced its intention to enter into, implement, effect, authorise or propose 
any material contract, reconstruction, amalgamation, scheme, commitment or other 
transaction or arrangement other than in the ordinary course of business; or 
    (ix)    waived or compromised any material claim (other than in the ordinary 
course of business); or 
    (x)    entered into or varied or made any offer (which remains open for 
acceptance) to enter into or vary the terms of any material contract with any of 
the directors or senior executives of Western or any of the directors or senior 
executives of any other member of the Wider Western Group; or 
    (xi)    taken or proposed any corporate action or had any legal proceedings 
instituted or threatened against it or petition presented for its winding-up 
(voluntary or otherwise), dissolution or reorganisation or for the appointment 
of a receiver, administrator, administrative receiver, trustee or similar 
officer of all or any material part of its assets and revenues or for any 
analogous proceedings or steps in any jurisdiction or for the appointment of any 
analogous person in any jurisdiction; or 
    (xii)    been unable, or admitted in writing that it is unable, to pay its 
debts or has stopped or suspended (or threatened to stop or suspend) payment of 
its debts generally or ceased or threatened to cease carrying on all or a 
substantial part of its business; or 
    (xiii)    made any material alteration to its notice of articles, or 
articles or other incorporation documents; or 
    (xiv)    disposed of or acquired any assets or businesses or offered or 
agreed to the same for an amount in aggregate of GBP500,000 or more (or in the 
case of disposals where the book value was in aggregate greater than 
GBP500,000), entered into or offered or agreed to enter into or announced any 
arrangement which requires expenditure or the foregoing of revenue by the 
Western Group of an amount in aggregate of greater than GBP500,000; or 
    (xv)    entered into any agreement or passed any resolution or made any 
offer (which remains open for acceptance) or proposed or announced any intention 
with respect to any of the transactions, matters or events referred to in this 
condition 2(f) other than in the ordinary course of business. 
(g)Other Events Since the Accounting Date (Western) 
In the period since the Accounting Date, save as Disclosed: 
    (i)    no litigation or arbitration proceedings, prosecution, investigation 
or other legal proceedings having been announced, instituted, threatened or 
remaining outstanding by, against or in respect of, any member of the Wider 
Western Group or to which any member of the Wider Western Group is or may become 
a party (whether as claimant, defendant or otherwise) which in any case, would 
be likely to have a material adverse effect on the financial position of the 
Wider Western Group; and 
    (ii)    no event, change or condition has occurred or become known to 
Western which has resulted in or could be reasonably expected to have a material 
adverse change or a material deterioration in the business or assets or 
financial or trading position, assets, liabilities or profits or prospects of 
any member of the Wider Western Group; and 
    (iii)    no enquiry or investigation by, or complaint or reference to, any 
relevant person or authority against or in respect of any member of the Wider 
Western Group having been threatened, announced, implemented or instituted or 
remaining outstanding by, against or in respect of, any member of the Wider 
Western Group which in any case, would be likely to have a material adverse 
effect on the financial position of the Wider Western Group taken as a whole; 
and 
    (iv)    no contingent or other liability having arisen or become apparent or 
increased which in any case, would be likely to have a material adverse effect 
on the financial position of the Wider Western Group taken as a whole; and 
    (v)    the business of the Wider Western Group has been carried on in the 
usual and ordinary course in all material respects. 
(h) Other Issues (Cambrian) 
Save as Disclosed, Western not having discovered that (in each case to an extent 
which is material and adverse in the context of the Wider Cambrian Group taken 
as a whole): 
(i)    the financial, business or other information disclosed at any time by any 
member of the Wider Cambrian Group, whether publicly or in the context of the 
Proposal either contained a material misrepresentation of fact or omitted to 
state a fact necessary to make the information disclosed not misleading in any 
material respect; or 
(ii)    any past or present member of the Wider Cambrian Group has failed to 
comply with any applicable legislation or regulations of any jurisdiction with 
regard to the release of any contaminant, or that there has otherwise been any 
such release (whether or not the same constituted noncompliance by any person 
with any such legislation or regulation, and wherever the same may have taken 
place), any of which would be reasonably likely to give rise to any liability 
(whether actual or contingent) or cost on the part of any member of the Wider 
Cambrian Group and which is material in the context of the Wider Cambrian Group 
taken as a whole; or 
(iii)    there is or is reasonably likely to be any liability (whether actual or 
contingent) to make good, repair, reinstate or clean up any property now or 
previously owned, occupied, operated or made use of or controlled by any past or 
present member of the Wider Cambrian Group, or in which any such member may now 
have or previously had an interest under any environmental law or order of any 
relevant person or third party or otherwise and which is material in the context 
of the Wider Cambrian Group taken as a whole. 
 (i) Other Issues (Western) 
Save as Disclosed, Cambrian not having discovered that (in each case to an 
extent which is material and adverse in the context of the Wider Western Group 
taken as a whole): 
(i)    the financial, business or other information disclosed at any time by any 
member of the Wider Western Group, whether publicly or in the context of the 
Proposal either contained a material misrepresentation of fact or omitted to 
state a fact necessary to make the information disclosed not misleading in any 
material respect; or 
(ii)    any past or present member of the Wider Western Group has failed to 
comply with any applicable legislation or regulations of any jurisdiction with 
regard to the release of any contaminant, or that there has otherwise been any 
such release (whether or not the same constituted noncompliance by any person 
with any such legislation or regulation, and wherever the same may have taken 
place), any of which would be reasonably likely to give rise to any liability 
(whether actual or contingent) or cost on the part of any member of the Wider 
Western Group and which is material in the context of the Wider Western Group 
taken as a whole; or 
(iii)    there is or is reasonably likely to be any liability (whether actual or 
contingent) to make good, repair, reinstate or clean up any property now or 
previously owned, occupied, operated or made use of or controlled by any past or 
present member of the Wider Western Group, or in which any such member may now 
have or previously had an interest under any environmental law or order of any 
relevant person or third party or otherwise and which is material in the context 
of the Wider Western Group taken as a whole. 
 
 
 
 
3.    Subject to the requirements of the Panel, Western reserves the right to 
waive all or any of the Conditions contained in paragraphs 2(a); 2(b) and 2(c); 
2(d); 2(e); and 2(h), in whole or in part. 
    4.    Subject to the requirements of the Panel, Cambrian reserves the right 
to waive all or any of the Conditions contained in paragraphs 2(a); 2(b) and 
2(c); 2(f); 2(g); and 2(i), in whole or in part. 
    5.    The Proposal is governed by English law and is subject to the 
jurisdiction of the English courts. The rules of the Takeover Code, so far as 
they are appropriate, apply to the Proposal. 
6.    Western reserves the right to elect to implement the Acquisition by way of 
a takeover offer. In such event, such offer will be implemented on the same 
terms subject to appropriate amendments, including (without limitation) an 
acceptance condition set at ninety per cent of the Cambrian Shares to which such 
offer relates (or such lower percentage as Western may decide), so far as 
applicable, as those which would apply to the Scheme. 
7.    Western shall be under no obligation to waive or treat as satisfied, and 
Cambrian shall be under no obligation to waive or treat as satisfied any of the 
Conditions in paragraph 2 by a date earlier than the latest date for 
satisfaction thereof, notwithstanding that the other Conditions of the Proposal 
may at such earlier date have been waived or fulfilled and that there are at 
such earlier date no circumstances indicating that any of the Conditions may not 
be capable of fulfilment. 
8.    If Western is required by the Panel to make an offer for Cambrian Shares 
under the provisions of Rule 9 of the Takeover Code, Western may make such 
alterations to any of the above Conditions as are necessary to comply with the 
provisions of that Rule. 
  Appendix II 
Definitions 
 
+--------------------------------------------------------+-------------------------------------------------------+ 
| 1985 Act                                               | the Companies Act 1985 (as amended)                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Accounting Date                                        | means, in relation to Cambrian, 30 June 2008; and     | 
|                                                        | means, in relation to Western, 31 March 2008          | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Acquisition                                            | the recommended acquisition by Western of the         | 
|                                                        | entire issued and to be issued ordinary share         | 
|                                                        | capital of Cambrian, subject to the Conditions and    | 
|                                                        | on the terms set out in this announcement and the     | 
|                                                        | Scheme Document                                       | 
+--------------------------------------------------------+-------------------------------------------------------+ 
|                                              Admission | admission of the New Western Shares to trading on     | 
|                                                        | AIM becoming effective in accordance with the AIM     | 
|                                                        | Rules and listing and posting for trading of the      | 
|                                                        | New Western Shares on the TSX becoming effective in   | 
|                                                        | accordance with the TSX Rules                         | 
+--------------------------------------------------------+-------------------------------------------------------+ 
|                                              AIM       | the Alternative Investment Market operated by the     | 
|                                                        | London Stock Exchange                                 | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| AIM Rules                                              | the AIM rules for Companies published by the London   | 
|                                                        | Stock Exchange governing, inter alia, admission to    | 
|                                                        | AIM and the continuing obligations of companies       | 
|                                                        | admitted to AIM, as amended from time to time         | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Arbuthnot Corporate                                    | the corporate finance division of Arbuthnot           | 
| Finance                                                | Securities Limited, the investment banking            | 
|                                                        | subsidiary of Arbuthnot Banking Group plc             | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Articles                                               | the articles of association of Cambrian               | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Audley Fund                                            | Audley European Opportunities Master Fund Limited     | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Authorisations                                         | authorisations, orders, grants, recognitions,         | 
|                                                        | confirmations, consents, licences, clearances,        | 
|                                                        | certificates, permissions or approvals                | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Business Day                                           | any day on which banks are generally open in          | 
|                                                        | England and Wales for the transaction of business     | 
|                                                        | other than a Saturday or Sunday or public holiday     | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian                                               | Cambrian Mining Plc, company number 4010083           | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian Annual Report                                 | the audited consolidated report and accounts of       | 
|                                                        | Cambrian for the period ended on the Accounting       | 
|                                                        | Date                                                  | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian Director                                      | a director of Cambrian                                | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian Group                                         | Cambrian and its subsidiary undertakings              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian Independent                                   | Mark Burridge, Thomas Button and Charles de           | 
| Directors                                              | Chezelles                                             | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian Notes                                         | The US$27,000,000 convertible notes of Cambrian       | 
|                                                        | constituted by a Trust Deed dated 23 May 2006 and     | 
|                                                        | amended by a Supplemental Trust Deed dated on or      | 
|                                                        | about 20 May 2009                                     | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian Shares                                        | ordinary shares of 20 pence each in the capital of    | 
|                                                        | Cambrian                                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cambrian Shareholders                                  | holder(s) of Cambrian Shares                          | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Combination Agreement                                  | the combination agreement dated 20 May 2009 and       | 
|                                                        | entered into between Western and Cambrian             | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Cenkos Securities                                      | Cenkos Securities plc                                 | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| CIH                                                    | Cambrian Investment Holdings Ltd, company number      | 
|                                                        | 5838754, a wholly owned subsidiary of Cambrian        | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Closing Price                                          | the closing middle market quotation of one            | 
|                                                        | Cambrian Share and/or one Western Share as provided   | 
|                                                        | by the daily official list of the London Stock        | 
|                                                        | Exchange                                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Coal International                                     | Coal International Ltd (previously Coal               | 
|                                                        | International Plc), a private limited company         | 
|                                                        | incorporated in England and Wales with registered     | 
|                                                        | number 5293936                                        | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Companies Act                                          | the Companies Act 2006(as amended)                    | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Conditions                                             | the conditions to the implementation of the           | 
|                                                        | Proposal (including the Scheme), which are set out    | 
|                                                        | in Appendix I of this announcement                    | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Consideration                                          | the New Western Shares to be issued to the Cambrian   | 
|                                                        | Shareholders pursuant to the Scheme                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Court                                                  | the High Court of Justice in England and Wales        | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Court Hearing                                          | the hearing by the Court of the application to        | 
|                                                        | sanction the Scheme                                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Court Meeting                                          | the meeting of Cambrian Shareholders (other than      | 
|                                                        | Western) convened by order of the Court pursuant to   | 
|                                                        | section 899 of the Companies Act to consider and,     | 
|                                                        | if thought fit, approve the Scheme, including any     | 
|                                                        | adjournment thereof                                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Court Sanction                                         | the sanction (with or without modification) of the    | 
|                                                        | Scheme by the Court                                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| CREST                                                  | the relevant system defined in the CREST              | 
|                                                        | Regulations in respect of which Euroclear is the      | 
|                                                        | operator (as defined in the CREST Regulations)        | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| CREST Regulations                                      | the Uncertificated Securities Regulations 2001 (SI    | 
|                                                        | 2001 No. 3755), including any modifications thereof   | 
|                                                        | or any regulations in substitution thereof made       | 
|                                                        | under section 207 of the Companies Act 1989 and for   | 
|                                                        | the time being in force.                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Dealing Day                                            | a day on which the London Stock Exchange is open      | 
|                                                        | for business in the trading of securities admitted    | 
|                                                        | to AIM                                                | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Disclosed                                              | (i) as disclosed in the Cambrian Annual Report or     | 
|                                                        | the Western Annual Report; or                         | 
|                                                        | (ii) as publicly announced by any member of the       | 
|                                                        | Wider Cambrian Group or the Wider Western Group       | 
|                                                        | (through a Regulatory Information Service or any      | 
|                                                        | other information service made available in the       | 
|                                                        | country where the relevant company is listed) prior   | 
|                                                        | to the date of this announcement; or                  | 
|                                                        | (iii) as otherwise fairly disclosed in writing        | 
|                                                        | (including facsimile) to Western or its advisers by   | 
|                                                        | or on behalf or Cambrian prior to the date of this    | 
|                                                        | announcement; or                                      | 
|                                                        | (iv) as otherwise fairly disclosed in writing         | 
|                                                        | (including by facsimile) to Cambrian or its           | 
|                                                        | advisers by or on behalf of Western prior to the      | 
|                                                        | date of the announcement                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Effective Date                                         | the date on which the Scheme becomes effective in     | 
|                                                        | accordance with its terms                             | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Enlarged Group                                         | Western Group as enlarged by the acquisition of the   | 
|                                                        | Cambrian Group, subject to the Scheme becoming        | 
|                                                        | effective                                             | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Financial Services                                     | the Financial Services Authority acting in its        | 
| Authority                                              | capacity as the competent authority for the           | 
|                                                        | purposes of Part VI of the Financial Services and     | 
|                                                        | Markets Act 2000                                      | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| General Meeting                                        | the general meeting of Cambrian to consider any       | 
|                                                        | resolution required to approve and implement the      | 
|                                                        | Scheme and the Proposal, including any adjournment    | 
|                                                        | thereof                                               | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Hearing Date                                           | the date of the Court Hearing                         | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Independent Competing                                  | the announcement by a third party in accordance       | 
| Offer                                                  | with Rule 2.5 of the Takeover Code, before the date   | 
|                                                        | of the General Meeting, of a firm intention to make   | 
|                                                        | an offer to acquire (or propose a scheme of           | 
|                                                        | arrangement in respect of the acquisition of) all     | 
|                                                        | of the issued and to be issued ordinary share         | 
|                                                        | capital of Cambrian which comprises either a cash     | 
|                                                        | offer or proposal or a securities exchange offer or   | 
|                                                        | proposal                                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| LIBOR                                                  | London Interbank Offer Rate                           | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| London Stock Exchange                                  | London Stock Exchange plc                             | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Meetings                                               | the Court Meeting and the General Meeting             | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| NEMI                                                   | NEMI Northern Energy & Mining Inc.                    | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| New Western Shares                                     | the new Western Shares proposed to be issued by       | 
|                                                        | Western (credited as fully paid) as consideration     | 
|                                                        | under the Proposal                                    | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Noteholders                                            | the beneficial holders of the Cambrian Notes from     | 
|                                                        | time to time                                          | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Offer                                                  | recommended proposal for the acquisition of           | 
|                                                        | Cambrian by Western                                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Offer Period                                           | the period commencing on 16 December 2008 (being      | 
|                                                        | the date on which Cambrian announced that it had      | 
|                                                        | received a preliminary approach in relation to a      | 
|                                                        | potential offer being made for Cambrian) and ending   | 
|                                                        | on the Effective Date                                 | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Options                                                | options to subscribe for Cambrian Shares              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Orders                                                 | the Scheme Court Order and the Reduction Court        | 
|                                                        | Order                                                 | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Panel                                                  | the Panel on Takeovers and Mergers                    | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Proposal                                               | the Scheme and other matters to be considered at      | 
|                                                        | the Meetings                                          | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Reduction Court Order                                  | the order of the Court confirming the Reduction of    | 
|                                                        | Capital                                               | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Reduction of Capital                                   | the reduction of the share capital of Cambrian        | 
|                                                        | under section 135 of the 1985 Act by the              | 
|                                                        | cancellation and extinguishing of the Scheme          | 
|                                                        | Shares, to be effected as part of the Scheme          | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Reduction Record Time                                  | 6:00 pm on the Business Day immediately preceding     | 
|                                                        | the Hearing Date                                      | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Registrar of Companies                                 | the Registrar of Companies in England and Wales       | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Regulation S                                           | Regulation S under the US Securities Act              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Regulatory Information                                 | any of the services on the list of Regulatory         | 
| Service                                                | Information Services maintained by the Financial      | 
|                                                        | Services Authority                                    | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Scheme                                                 | the proposed scheme of arrangement under section      | 
|                                                        | 899 of the Companies Act between Cambrian and         | 
|                                                        | holders of its Scheme Shares, with or subject to      | 
|                                                        | any modification or addition thereto or condition     | 
|                                                        | approved or imposed by the Court and agreed by        | 
|                                                        | Western and Cambrian                                  | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Scheme Document                                        | the document to be sent to Cambrian Shareholders      | 
|                                                        | relating to the Proposal                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Scheme Record Date                                     | the Business Day immediately preceding the Hearing    | 
|                                                        | Date                                                  | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Scheme Record Time                                     | 6.00 p.m. on the Scheme Record Date                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Scheme Shares                                          |                                      means all the    | 
|                                                        |                                      Cambrian         | 
|                                                        |                                      Shares (except   | 
|                                                        |                                      those held by    | 
|                                                        |                                      Western and      | 
|                                                        |                                      the Treasury     | 
|                                                        |                                      Shares):         | 
|                                                        |                                      (i)      in      | 
|                                                        |                                      issue at the     | 
|                                                        |                                      date of the      | 
|                                                        |                                      Scheme;          | 
|                                                        |                                      (ii)    (if      | 
|                                                        |                                      any) issued      | 
|                                                        |                                      after the date   | 
|                                                        |                                      of the Scheme    | 
|                                                        |                                      and prior to     | 
|                                                        |                                      the Voting       | 
|                                                        |                                      Record Time;     | 
|                                                        |                                      (iii)     (if    | 
|                                                        |                                      any) issued at   | 
|                                                        |                                      or after the     | 
|                                                        |                                      Voting Record    | 
|                                                        |                                      Time and         | 
|                                                        |                                      before the       | 
|                                                        |                                      Reduction Record | 
|                                                        |                                      Time, on terms   | 
|                                                        |                                      that shares are  | 
|                                                        |                                      issued subject   | 
|                                                        |                                      to the terms of  | 
|                                                        |                                      the Scheme and   | 
|                                                        |                                      the holder shall | 
|                                                        |                                      be bound by the  | 
|                                                        |                                      Scheme or in     | 
|                                                        |                                      respect of which | 
|                                                        |                                      the holder shall | 
|                                                        |                                      have agreed in   | 
|                                                        |                                      writing by such  | 
|                                                        |                                      time to be bound | 
|                                                        |                                      by the Scheme    | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Scheme Shareholders                                    | holders of Scheme Shares                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Singer                                                 | Singer Capital Markets Limited                        | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Special Resolution                                     | the special resolution to be proposed by Cambrian     | 
|                                                        | at the General Meeting in connection with, inter      | 
|                                                        | alia, the approval of the Scheme and the Reduction    | 
|                                                        | of Capital                                            | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Takeover Code                                          | the City Code on Takeovers and Mergers                | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| third party                                            | includes person, firm, company or body                | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Treasury Shares                                        | 350,000 Cambrian Shares held in treasury              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| TSX                                                    | Toronto Stock Exchange                                | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| UK or United Kingdom                                   | the United Kingdom of Great Britain and Northern      | 
|                                                        | Ireland                                               | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| uncertificated or in                                   | recorded on the relevant register as being held in    | 
| uncertificated form                                    | uncertificated form in CREST and title to which by    | 
|                                                        | virtue of the CREST Regulations may be transferred    | 
|                                                        | by means of CREST                                     | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| United States or US                                    | the United States of America, its territories and     | 
|                                                        | possessions, any state of the United States and the   | 
|                                                        | District of Columbia                                  | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| US Exchange Act                                        | the United States Securities Exchange Act of 1934     | 
|                                                        | as amended and the rules and regulations thereunder   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| US Holder(s)                                           | holder(s) of the applicable security, who is in the   | 
|                                                        | United States including a US Person                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| US Person                                              | a US Person as defined in Rule 902(K) under           | 
|                                                        | Regulation S including, but not limited to any        | 
|                                                        | natural person in the United States                   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| US Securities Act                                      | the United States Securities Act of 1933, as          | 
|                                                        | amended and the rules and regulations thereunder      | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Voting Record Time                                     | in relation to both the Court Meeting and the         | 
|                                                        | General Meeting, 6.00 p.m. on the day prior to the    | 
|                                                        | day immediately preceding the Court Meeting or, if    | 
|                                                        | either the Court Meeting or the General Meeting is    | 
|                                                        | adjourned, 6:00 pm on the day prior to the day        | 
|                                                        | immediately before the meeting                        | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Warrants                                               | Warrants to subscribe for Cambrian Shares             | 
| Western                                                | Western Canadian Coal Corp., a company incorporated   | 
|                                                        | in the Province of British Columbia, Canada, with     | 
|                                                        | registered number 551375                              | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Annual Report                                  | the audited consolidated report and accounts of       | 
|                                                        | Western for the period ended on the 31 March 2008     | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Director                                       | a director of Western                                 | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Group                                          | Western and its subsidiaries                          | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Independent                                    | John Brodie, Robert Chase and Charles Pitcher         | 
| Directors                                              |                                                       | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Meeting                                        | the special meeting of the Western Shareholders       | 
|                                                        | (including any adjourned or postponed meeting) to     | 
|                                                        | be held for the purpose of considering and, if        | 
|                                                        | deemed advisable, approving the Western Resolutions   | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Resolutions                                    | the ordinary resolutions of the Western               | 
|                                                        | Shareholders in connection with the approval of the   | 
|                                                        | Acquisition                                           | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Shares                                         | means the common shares in the capital of Western     | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Western Shareholders                                   | the holders of Western Shares                         | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Wider Cambrian Group                                   | Cambrian, its subsidiary undertakings and its         | 
|                                                        | associated undertakings                               | 
+--------------------------------------------------------+-------------------------------------------------------+ 
| Wider Western Group                                    | Western, its subsidiary undertakings and its          | 
|                                                        | associated undertakings for the avoidance of doubt,   | 
|                                                        | excluding the Wider Cambrian Group from the           | 
|                                                        | Effective Date                                        | 
+--------------------------------------------------------+-------------------------------------------------------+ 
 
 
For the purposes of this announcement, "subsidiary", "subsidiary undertaking" 
and associated undertaking" have the respective meanings given to such terms in 
the Companies Act. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCSESFISSUSEII