Challenger Deep Resources Corp.
TSX VENTURE : CDE

Challenger Deep Resources Corp.

November 01, 2011 07:30 ET

Challenger Expands Indonesian Coal Property Portfolio and Announces Private Placement Financing

CALGARY, ALBERTA--(Marketwire - Nov. 1, 2011) - Challenger Deep Resources Corp. (TSX VENTURE:CDE) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES

Challenger Deep Resources Corp. ("Challenger" or the "Company") is pleased to announce that it has, through its wholly-owned subsidiary, PT Bestindo Energy, ("Bestindo") entered into Memorandums of Understanding ("MOUs") with the principal shareholders of PT Marga Bara Tabang ("PT MBT") and PT Marga Perkasa ("PT MP"), which gives Challenger the exclusive right, for a period of 30 days, to purchase all of the shares of those companies through the execution of a Conditional Share Purchase Agreement ("CSPA") for each company.

PT MBT and PT MP Properties

PT MBT is the owner of one IUP production license, (199 ha), and one IUP exploration license, (882 ha). PT MP is the owner of one IUP production license, (200 ha), and one IUP exploration license of (1,720 ha). Both are private Indonesian companies and all the licenses are in the District of Rantau Pandan, Regency of Bungo and The District of Air Hitam, Regency of Sarolangun, Province of Jambi, Indonesia.

The PT MBT and PT MP properties cover geological formations which are known in this area to host relatively thick seams (6-9m) of high CV (6,000 – 7,000 kg/kcal) thermal coal. Coal mining operations which are in progress adjacent to the IUP Operation/Productions licenses confirm the presence of significant mineable resources in the area with the same geology predicted to continue into the MBT and MP production IUP's. Coal seams have been reported on all of the project areas, however this information, along with the quality and extent, have not been confirmed with independent drilling and outcrop sampling.

The Bungo and Sorolangun areas are 200- 280 km from port facilities. Current production in the surrounding area from a number of operations utilize the Trans Sumatra highway and other road systems. The higher quality coal and resulting higher price combined with reasonable road transport creates the potential for attractive production economics.

The area in general is serviced by an excellent road system with coal loading facilities available in the ports of Jambi and Padang.

A program of due diligence is currently underway to assess the economics of operating in the area and is specifically addressing the impact of logistics and infrastructure on coal transport to market. Challenger's execution of a CSPA to acquire a particular project will depend upon the results of the initial due diligence program.

Terms of the CSPAs

The PT MBT and PT MP properties MOUs provide that, if Challenger elects to enter into a CSPA with respect to each company, it can acquire 100% of the shares of both PT MBT and PT MP for payments totalling Rp 43.5 billion (approximately $4,860,000 US). Terms of payment include Rp 1billion (approximately $112,000 US) upon execution of the CSPA, Rp 2.5 billion (approximately $280,000 US) three months from the date of execution of the CSPA, Rp 5.0 billion (approximately $559,000 US) six months from the date of execution of the CSPA, and the balance of Rp 32.5 billion (approximately $3,631,000 US) 12 months from the date of execution of the CSPA.

The Qualified Person (as defined by NI 43-101) responsible for the review and approval of the technical material presented in this news release is Mr. Andre Talaska, a director of Bestindo.

Challenger proposes to pay a finder's fee to an arm's length party in connection with the introduction of this acquisition opportunity if Challenger elects to exercise its option under the MOUs. The finder's fee would be payable in common shares of Challenger in an amount calculated in accordance with the TSX Venture Exchange policies and subject to the approval of the TSX Venture Exchange.

The purchase price under the CSPA is payable in Indonesian Rupiahs (Rp) and figures used in this release are based on a conversion rate of 8,950 Rp = 1US.

"These MOUs represent a tremendous opportunity to very significantly expand Challenger's portfolio of coal projects in Indonesia," stated Ranjeet Sundher, President of Challenger. "The properties present a mix of near term production potential and high quality coal economics. We are very excited to add these properties to our due diligence program."

Tabang Project

Challenger continues to advance its 100% Tabang Coal Project in East Kalimantan which is currently in the mining permit application process which will involve preparation of both feasibility and environmental assessment studies, further drilling and exploration activities.

Following its due diligence evaluation of the previously reported MOU signings for the PPC, BMU, AB PE and AP coal projects (March 14 and 22, and April 7, 2011, respectively), Challenger elected not to proceed with any CSPAs. These projects did not meet Challenger's acquisition parameters.

Private Placement Financing

Challenger also announces a non-brokered private placement for gross proceeds of up to $2,400,000 (the "Private Placement").

Pursuant to the Private Placement, which is subject to regulatory acceptance by the TSX Venture Exchange, Challenger intends to issue, pursuant to applicable exemptions from prospectus requirements of Canadian securities laws, up to 4,000,000 units ("Units") at a price of CAD $0.60 per Unit, each Unit comprising one (1) common share of Challenger and one (1) common share purchase warrant (a "Warrant"). Each Warrant shall be exercisable into an additional common share of Challenger for a period of twenty-four months from the date of issuance of the Warrant, at an exercise price of $0.75. It is anticipated that the Corporation may pay finder's fees to eligible arm's length finders in connection with the Private Placement. Any finder's fees will be payable in cash.

The gross proceeds from the Private Placement will be used for pre-production activities on the Company's Tabang Coal Project in East Kalimantan, Indonesia.

All securities issued pursuant to the Private Placement including any securities issued in payment of finder's fees, will be subject to a four-month hold period, commencing at closing.

About Challenger

Challenger Deep Resources Corp. is an exploration company focused on the Indonesian coal industry. Challenger's business is the acquisition, development and, ultimately, the production of coal projects in Indonesia. Challenger has an experienced Indonesian exploration and mining team with offices in Calgary, Singapore and Jakarta.

For more information, please visit Challenger's website at www.challengerdeep.ca.

READER ADVISORY

Statements in this press release may contain forward-looking information including, statements regarding expected acquisitions, exploration and production activities, and expected use of proceeds from the Private Placement. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Challenger. Factors that could cause the actual results to differ materially from those in forward-looking statements include, completion of acquisition agreements, granting of exploration permits, surface access and other licenses from Indonesian regulatory authorities, continued exploration results, the establishment of commercial quantities of coal, availability of new acquisitions on commercially acceptable terms, the continued availability of capital and financing, and general economic, market or business conditions in North America and in the Asia Pacific region. The reader is cautioned not to place undue reliance on any forward-looking information. There can be no assurance that the proposed exploration programs in Indonesia or other project acquisitions will be completed or, if completed, will be successful.

The forward-looking statements contained in this press release are made as of the date of this press release, and Challenger does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.

Contact Information

  • Challenger Deep Resources Corp.
    Ranjeet Sundher
    President
    +65-6220-7745

    Challenger Deep Resources Corp.
    Kirk Gamley
    Investor Relations
    604-689-7422

    Challenger Deep Resources Corp.
    Mas Kobuchi
    Investor Relations
    604-689-7422
    www.challengerdeep.ca