Hillsborough Resources Limited

Hillsborough Resources Limited

October 20, 2008 11:15 ET

Hillsborough Announces Private Placement and Coal Production Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 20, 2008) - Hillsborough Resources Limited (TSX:HLB) (the "Corporation") is pleased to announce a financing totaling USD$6 million provided by the Vitol Group of companies ("Vitol") of Geneva.

The financing consists of a private placement of 7,200,000 shares in the common stock of the Corporation priced at CAD 40 cents per share, payable in cash. The balance is made up of loans against future coal deliveries under the coal off-take agreement between Quinsam Coal Corporation and Vitol which was announced in our press release dated April 2, 2008.

The Corporation and Vitol today entered into a subscription agreement providing for the private placement, which is subject to customary closing conditions for transactions of this nature. The Corporation expects that the private placement will close within the next two weeks.

Proceeds from the private placement and associated loans will be used to make improvements and capital additions to the plant and underground operations at the Quinsam Coal mine near Campbell River, B.C., as well as for working capital and other corporate requirements.

As previously announced the Quinsam mine has sold out its production of thermal coal through the end of 2010, with International shipments totaling 300,000MT in 2009 and 360,000MT in 2010 having been purchased by Vitol at average prices of USD$137 for 2009 and USD$138 for 2010.

The effect of the private placement will be to increase Vitol's (non-diluted) percentage ownership of the Corporation's common shares from 12.9% to 20.8%. Following the private placement, Vitol will own an aggregate of 16,555,300 common shares of the Corporation, a debenture of the Corporation for the principal amount of CAD$2,061,000 convertible at the holder's option at a price of CAD$0.60 per common share, and a debenture of the Corporation for the principal amount of USD$10,000,000 convertible at the holder's option at a price of CAD$0.93 per common share. Vitol has advised that, at the closing of the private placement, it will acquire the private placement shares for investment purposes and that it will evaluate its investment in the Corporation from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease shareholdings in the Corporation as circumstances require. The issuance and sale of the private placement shares will be exempt from the prospectus and dealer registration requirements of applicable Canadian securities legislation based on the aggregate purchase price of the shares. The financing transactions will be exempt from the formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 for related party transactions based on exemptions relating to the value and/or nature of the transactions.

About Vitol

The Vitol Group is one of the largest traders in the world's energy marketplace. Vitol's main trading operation is located in Geneva, Switzerland. For further information, please visit www.vitol.com. For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions disclosed herein, please go to the Hillsborough profile on the SEDAR website at www.sedar.com or contact Vitol at telephone no: +31 10 452 6616.

About the Corporation

Hillsborough Resources Limited is a coal mining company that:

- Operates the 500,000 tpy Quinsam underground thermal mine near Campbell River, British Columbia, serving the local and west-coast U.S. cement industry with increasing sales into the export market.

- Is a limited partner in the Peace River Coal Limited Partnership (with 14.1%), which has substantial metallurgical coal properties both in production (Trend Mine) and under development near Tumbler Ridge, British Columbia.

- Owns the Crossville Mine in Tennessee on which new evaluation is being done on opening a new mine for metallurgical coal production.

- Holds the Wapiti thermal coal property north of Tumbler Ridge, and is planning development of a mine.

- Holds the Bingay Creek metallurgical coal property located in the Elk Valley region of southeast British Columbia, and is resuming feasibility and regulatory work for development of a mine.

This release may contain forward-looking statements regarding the Corporation's business or financial condition. All statements in this release, other than statements of historical facts, that address the financing with Vitol, future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Corporation expects are forward-looking statements. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Actual results could differ materially from those described in this news release as a result of factors including but not limited to the following: all or a portion of the financing not being completed, including by way of the closing conditions for the private placement not been satisfied or waived; adverse exploration or development results; adverse due diligence findings; re-assessments of corporate or development objectives and requirements; additional technical developments and considerations; unexpected increases in the costs of producing coal, changes in international coal or transportation markets, a rapid change in the value of the Canadian dollar particularly with respect to the US dollar, a fundamental slow down in the North American, Asian or worldwide economies; and other factors. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

Contact Information

  • Hillsborough Resources Limited
    David Slater
    President & C.E.O.
    (604) 684-9288
    Hillsborough Resources Limited
    Ian Kirk, C.A.
    (604) 684-9288
    (604) 684-3178 (FAX)
    Website: www.hillsboroughresources.com