Amalfi Capital Corporation

January 20, 2010 13:27 ET

Amalfi Capital Corporation Announces That CDR Minerals Inc. Receives Shareholder Approval for Amalgamation

CALGARY, ALBERTA--(Marketwire - Jan. 20, 2010) - Amalfi Capital Corporation (TSX VENTURE:ALI.P) ("Amalfi" or the "Corporation") is pleased to announce that the shareholders of CDR Minerals Inc. ("CDR") at a meeting of shareholders held earlier today, approved the terms of the previously announced amalgamation, pursuant to which a wholly-owned subsidiary of Amalfi will amalgamate (the "Business Combination") with CDR and continue as one company under the Business Corporations Act (Ontario). The Business Combination will, once completed, constitute a Qualifying Transaction of Amalfi as defined in Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture") Corporate Finance Manual. 

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

About CDR

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

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

The completion of 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 Business Combination will be completed as proposed or at all.

Investors are cautioned that any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of 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
    (403) 585-0450
    CDR Minerals Inc.
    Tom Griffis
    (416) 861-8775