Colonial Coal International Corp.
TSX VENTURE : CAD

Colonial Coal International Corp.

October 20, 2015 12:38 ET

Colonial Coal International Corp.: Proposed Private Placement and 10% Flatbed Property Interest Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 20, 2015) - Colonial Coal International Corp. (TSX VENTURE:CAD) (the "Corporation" or "Colonial Coal") is pleased to announce that it has recently entered into a letter agreement (the "Letter Agreement") with a certain investor group (the "Investor") which provides for the terms and conditions of each of a proposed private placement of units (the "Private Placement") of the Corporation together with the corresponding granting by the Corporation to the Investor of an option to acquire a 10% registered and beneficial ownership interest in the Corporation's Flatbed Property (the Acquisition") which will become available to the Investor upon the successful completion of the Private Placement (and the Private Placement and the Acquisition being, collectively, the "Transaction").

David Austin, the Corporation's President and CEO, stated: "I am very pleased that we have been able to identify a potential long-term partner for the development of the company's various property and business interests. We are hopeful that this partnership will continue to grow as Colonial Coal explores its many options going forward."

Private Placement

In conjunction with the proposed Private Placement the Corporation has agreed to offer up to 24,000,000 units (each a "Unit") of the Corporation; representing approximately 19.866% of the presently issued and outstanding common shares of the Corporation (each a "Common Share") as of the date hereof on a non-diluted basis; to the Investor at a price of $0.10 per Unit for gross proceeds of up to $2,400,000. Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each a "Warrant") of the Corporation, with each whole Warrant entitling the Investor to purchase an additional Common Share at an exercise price of $0.20 per Common Share for a period of two years from closing of the Private Placement (the "Private Placement Closing"). The Private Placement is expected to close in the next three weeks.

No finder's fees will be payable by the Corporation in connection with the completion of the Private Placement and the Corporation presently intends to utilize the proceeds of the Private Placement to initiate the first phase of the Corporation's planned and mutually agreed upon exploration program on its Flatbed Property (the "Exploration Program") and for Corporation general corporate and working capital purposes.

Closing of the Private Placement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, inclusive of that of the TSX Venture Exchange (the "Exchange"). In accordance with the policies of the Exchange, the Corporation may be required to obtain disinterested shareholder approval (the "Disinterested Shareholder Approval") to the Investor becoming a "Control Person" (as defined by Policy 1.1 of the Exchange) by virtue of any Warrant exercise which would cause the Investor to hold more than 20% of the outstanding Common Shares. The Corporation shall attend to obtaining Disinterested Shareholder Approval as soon as reasonably practicable after the Private Placement Closing.

Upon the successful completion of the entire Private Placement Closing, however, subject at all times to any prior suitability and filing requirements of the Exchange and all applicable securities laws and regulators, the Investor will be entitled to the immediate appointment of one member (the "Initial Appointee") to the Corporation's Board of Directors (the "Initial Appointment"). In connection with such Initial Appointment the Corporation shall immediately grant to such Initial Appointee, in accordance with the provisions of the Corporation's current "Share Option Plan", as amended (the "Option Plan"), a vesting (equally over 12 months) stock option to acquire up to 2,000,000 Common Shares at an exercise price of $0.10 per Common Share (the "Initial Option Price") for a period of five years from the date of such grant (the "Initial Option"). In this respect, and in accordance with current Exchange policy and the provisions of the Corporation's Option Plan, the Initial Option Price may be subject to adjustment upwards at the time of the Initial Option grant so as to ensure that the Initial Option Price represents the Corporation's current market trading price at the time.

All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus one day from the date of issuance of the securities in accordance with applicable Canadian securities legislation. In addition, the securities referred to in this news release have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release shall not constitute an offer to sell or the solicitation or an offer to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares and Warrants to be issued by the Corporation will be "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act.

Acquisition

Upon the successful completion of the entire Private Placement Closing the Investor shall immediately acquire an option (the "Option"), exercisable within 90 calendar days of execution of the Letter Agreement (the "Option Period"), to acquire a 10% registered and beneficial ownership interest in those certain coal licenses that together comprise the Flatbed Property located in the Liard Mining Division in Northeastern British Columbia, Canada (collectively, the "Flatbed Property") for cash consideration of $5,000,000 (the "Acquisition"); pursuant to the terms and conditions of a proposed form of "Mineral Property Option Agreement" which is set forth in Schedule "B" thereto (the "Acquisition Agreement"); it being acknowledged and agreed that the final form of Acquisition Agreement will be mutually agreed upon prior to the Private Placement Closing (collectively, the "Acquisition Closing"). The Acquisition is is expected to close before year end.

Upon the successful completion of the Acquisition Closing, it is presently intended that the Private Placement and Acquisition proceeds will be utilized by the Corporation to complete the Corporation's planned and mutually agreed upon Exploration Program on its Flatbed Property and for Corporation general corporate and working capital purposes resulting therefrom.

Upon the successful completion of the Acquisition Closing, and in addition to the Initial Appointment and the Initial Option grant already provided for upon the successful completion of the entire Private Placement Closing, however, subject at all times to any prior suitability and filing requirements of the Exchange and all applicable securities laws and regulators, the Investor will also be entitled to the immediate appointment of an additional member (the "Additional Appointee") to the Corporation's Board of Directors (the "Additional Appointment") with one member of the Corporation's then Board of Directors resigning. In connection with such Additional Appointment the Corporation shall immediately grant to such Additional Appointee, in accordance the provisions of the Corporation's Option Plan, a vesting (equally over 12 months) stock option to acquire up to 2,000,000 Common Shares at an exercise price of $0.10 per Common Share (the "Additional Option Price") for a period of five years from the date of such grant (the "Additional Option"). In this respect, and again in accordance with current Exchange policy and the provisions of the Corporation's Option Plan, the Additional Option Price may be subject to adjustment upwards at the time of the Additional Option grant so as to ensure that the Additional Option Price represents the Corporation's current market trading price at the time.

About Colonial Coal International Corp.

Colonial Coal is a publicly traded coal corporation in British Columbia that focuses primarily on coking coal projects. The northeast Coal Block of British Columbia, within which our Corporation's projects are located, hosts a number of proven deposits and has been the subject of M&A activities by Xstrata, Walter Energy, Anglo-American and others.

Additional information can be found on the Corporation's website www.ccoal.ca or by viewing the Corporation's filings at www.sedar.com.

Forward-Looking Information

Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a Corporation's expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; and the volatility of common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and except as required by law, the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE CORPORATION AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE CORPORATION MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

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 or accuracy of this release.

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