Nyah Resources Corp.
TSX VENTURE : NRU

Nyah Resources Corp.

September 21, 2010 17:49 ET

Forbes & Manhattan Coal Corp. Announces Closing of Business Combination

TORONTO, ONTARIO--(Marketwire - Sept. 21, 2010) - Forbes & Manhattan Coal Corp. (formerly Nyah Resources Corp.) (TSX VENTURE:NRU) (the "Corporation") announces that as of September 20, 2010, it completed its previously announced business combination (the "Business Combination") with Forbes & Manhattan (Coal) Inc. ("Forbes Coal"), a private company. The Business Combination was completed by way of a three-cornered amalgamation pursuant to which a wholly owned subsidiary of the Corporation amalgamated with Forbes Coal (the "Amalgamation"), to form a new amalgamated company ("Amalco"), which now holds Forbes Coal's assets as a wholly-owned subsidiary of the Corporation.

Prior to the effective time of the Business Combination, the Corporation filed articles of amendment to complete a consolidation (the "Consolidation") of its issued and outstanding common shares on the basis of one new common share of the Corporation (each, a "New Share") for each 39.8 existing common shares of the Corporation and changed its name to "Forbes & Manhattan Coal Corp." (the "Name Change").

Prior to the effective time of the Business Combination, each special warrant of Forbes Coal issued pursuant to the previously announced Forbes Coal financing converted into one Forbes Coal common share. At the effective time of the Business Combination, shareholders of Forbes Coal received one New Share for each Forbes Coal common share so held.

The Business Combination, the Consolidation and the Name Change were approved by shareholders of the Corporation at a special meeting held on September 20, 2010. The shareholders of the Corporation also approved a new stock option plan (the "New Stock Option Plan") and the sale of the Corporation's current uranium properties to Valencia Ventures Inc. ("Valencia") (the "Agnew Lake Transaction"). The Business Combination, the Consolidation, the Name Change, the New Stock Option Plan and the Agnew Lake Transaction were each approved by approximately 100% of the votes cast by disinterested shareholders, representing approximately 23% of the issued and outstanding common shares of the Corporation.

The common shares of the Corporation will remain halted on the TSX Venture Exchange pending the listing of the New Shares on the Toronto Stock Exchange under a new ticker symbol.

David Stein and Grant Davey have been appointed to the board of directors of the Corporation, joining David Gower, Stan Bharti, the Executive Chairman, and Stephan Theron the new President and Chief Executive Officer, replacing George Faught. The Corporation would like to take this opportunity to thank Mr. Faught for his invaluable contributions to the Corporation. Deborah Battiston will continue to serve as Chief Financial Officer of the Corporation and Johan Louw has joined the management team as Vice President, Africa Operations. Jennifer Wagner has been appointed as the Corporate Secretary of the Corporation. 

In addition, the Corporation announces that it has completed the sale to Valencia of the Agnew Lake properties held by the Corporation in consideration of a cash payment of $500,000 and two additional payments valued at $500,000 in cash or common shares of Valencia, at the election of Valencia.

About the Corporation 

The Corporation holds a 53.5% interest in Slater Coal (Pty) Ltd., a South African company ("Slater Coal") which has a 70% interest in Zinoju Coal (Pty) Ltd. ("Zinoju"). Zinoju holds a 100% interest in certain coal mines in South Africa (the "Slater Coal Properties"). The Slater Coal Properties comprise the operating Magdelena bituminous mine (the "Magdelena Property") and the Aviemore anthracite mine (the "Aviemore Property") and have a substantial resource base of bituminous and anthracite coal. The Slater Coal Properties are located in the Klipriver coalfield, near Dundee, in the KwaZulu Natal Province of South Africa and can be accessed via the N3, N11 Ladysmith and R102 Dundee tarred national highways that run between Johannesburg and Durban, South Africa.

Cautionary Note Regarding Forward-Looking Information: This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of the Corporation and its projects, statements regarding the prospects for the business of the Corporation, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, the costs of and capital for harvesting projects, harvesting expenditures, timing of future acquisitions of additional properties and applicable licences, requirements for additional capital, government regulation of the mineral exploration industry, environmental risks, acquisition of mining licences, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information, including but not limited to:
general business, economic, competitive, foreign operations, political and social uncertainties; a history of operating losses; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral products; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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.

Contact Information

  • Forbes & Manhattan Coal Corp.
    Stephan Theron
    President and Chief Executive Officer
    (416) 861-5912
    stheron@forbescoal.com