Amalfi Capital Corporation
TSX VENTURE : ALI.P

December 21, 2009 21:12 ET

Amalfi Capital Corporation Announces Proposed Private Placement of CDR Minerals Inc.

CALGARY, ALBERTA--(Marketwire - Dec. 21, 2009) - Amalfi Capital Corporation (TSX VENTURE:ALI.P) ("Amalfi" or the "Corporation") is pleased to announce that, in connection with its previously announced business combination (the "Business Combination") with CDR Minerals Inc. ("CDR"), CDR has engaged Salman Partners Inc. (the "Agent") to act as non-exclusive agent of CDR on a best efforts basis in connection with a proposed private placement (the "Private Placement") of up to 40,000,000 units of CDR ("CDR Units") at a price of US$0.50 per CDR Unit for gross proceeds of up to US$20,000,000, subject to an over-allotment option (the "Over-Allotment Option") to be granted to the Agent.

Each CDR Unit will consist of one common share in the capital of CDR (a "CDR Common Share") and one half of one share purchase warrant of CDR (a "CDR Warrant"), with each whole CDR Warrant entitling the holder to acquire one CDR Common Share at a price of US$0.60 per share for a period of two years from the closing date (the "Closing Date") of the Private Placement. The Over-Allotment Option will be granted to the Agent to increase the size of the Private Placement by up to an additional 6,000,000 CDR Units for additional gross proceeds of up to US$3,000,000, which Over-Allotment Option shall be exercisable by the Agent up to 48 hours prior to the Closing Date. The Agent will be paid a cash commission of 7% (2% in respect of certain institutional investors) of the aggregate gross proceeds of the Private Placement, and will also be granted agent's options (the "CDR Agent's Options") to purchase 7% (2% in respect of certain institutional investors) of the number of Units sold under the Private Placement (including pursuant to the Over-Allotment Option, if exercised), with each CDR Agent's Option entitling the holder to purchase one CDR Common Share at the Offering Price for a period of 2 years from the Closing Date. 

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

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

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

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

About CDR

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

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

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

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

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

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

Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Amalfi Capital Corporation
    Raymond Ludwig
    President
    (403) 585-0450
    or
    CDR Minerals Inc.
    James Hannah
    President
    (416) 861-8775