Nyah Resources Corp.
TSX VENTURE : NRU

Nyah Resources Corp.

July 07, 2010 17:44 ET

Nyah Resources Enters Into Agreement to Acquire Forbes & Manhattan (Coal) Inc.

TORONTO, ONTARIO--(Marketwire - July 7, 2010) -

NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES

Nyah Resources Corp. (TSX VENTURE:NRU) ("Nyah", or the "Corporation") is pleased to announce that it has entered into a binding letter of intent on July 6, 2010 that provides for the acquisition (the "Proposed Acquisition") by Nyah of all of the issued and outstanding shares of Forbes & Manhattan (Coal) Inc. ("Forbes Coal"). It is anticipated that the Proposed Transaction will be completed by way of a reverse take-over and will constitute a non-arm's length transaction in accordance with the policies of the TSX Venture Exchange.

Forbes Coal is a private Ontario coal mining company that has entered into an agreement with the shareholders of Slater Coal (Pty) Ltd., a South African company ("Slater Coal") to acquire Slater Coal and its interests in its 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.

Zinoju Coal (Pty) Ltd., a subsidiary of Slater Coal, has 197,000 tonnes of export capacity at the Richards Bay Coal Terminal, which is a deep sea port, 190 kilometres north of Durban along the Indian Ocean. The terminal is the world's largest coal export facility, able to handle large ships and volumes and is accessible to the town of Dundee via the Richards Bay Coal Terminal rail line.

Based on the audited financial statements of Slater Coal for the year ended February 28, 2010, Slater Coal (together with its subsidiaries) sold approximately 538,000 tonnes of coal and had consolidated revenue of approximately ZAR263 million (approximately C$35 million) and earnings before interest, tax, depreciation and amortization ("EBITDA") of approximately ZAR92 million (approximately C$12 million).

Both the Magdelena underground mine and the Aviemore underground mine have expansion potential, and as part of its near term plans, Forbes Coal intends evaluate the increase in total production from existing levels of approximately 0.6 million tonnes to 1.5 million tonnes of saleable coal per annum. The current spot prices for export thermal coal are in excess of C$90 per tonne (Richards Bay API4 price) and as evidenced by current sales contracts in place with Forbes Coal, domestic prices are close to C$83 per tonne. Anthracite sales prices range from approximately C$80 per tonne to C$160 per tonne, based on product quality and application.

The Aviemore underground mine, which was closed in early 2009, is currently being reopened. For the 2011 financial year, Forbes Coal estimates the total coal sales from both mines at close to 650,000 tonnes and the estimated EBITDA is approximately C$23 million.

Slater Coal Properties

The Magdelena Property is located 22 kilometers from the town of Dundee in KwaZulu Natal and encompasses approximately 1,844 hectares. The Magdelena Property which consists of the Magdelena underground mine and the Magdelena opencast pit, has an estimated measured and indicated mineral resource of 54.2 million tonnes of in situ coal with an estimated volume of 36.1 million cubic metres. A specific gravity of 1.5 tonnes per cubic metre was applied for the volume-tonnage conversion. The Magdelena opencast pit and underground mine has an estimated production capacity of 100,000 tonnes of bituminous coal per month.

The Aviemore Property is located 4 kilometers from the town of Dundee in KwaZulu Natal and encompasses approximately 5,592 hectares. The Aviemore Property consists of the Aviemore underground mine and has an estimated measured and indicated mineral resource of 35.9 million tonnes of in situ coal with an estimated volume of 23.9 million cubic metres. A specific gravity of 1.5 tonnes per cubic metre was applied for the volume-tonnage coversion. The Aviemore underground mine has an estimated inferred mineral resource of approximately 16.8 million tonnes of in situ coal with an estimated volume of 11.2 million cubic metres. A specific gravity of 1.5 tonnes per cubic metre was applied for the volume-tonnage conversion. The Aviemore underground mine has an estimated production capacity of 40,000 tonnes of anthracite coal per month.

Mr. C J Muller: B.Sc. (Hons) (Geol.), Pr. Sci. Nat (P.Geo) is a qualified person as defined in National Instrument 43-101 and has read and approved the scientific and technical information contained in this release relating to the Slater Coal Properties. The following table sets forth the resource estimate for the Slater Coal Properties.

Magdelena Property – April 30, 2010
Coal Resources (2)
Bituminous Coal   Full Extraction of Seam Width 1.7 Float Qualities Area
Seam Resource Category Volume SG Tonnes ASH FC GCV H2O TS VOL YIELD
Mm³ t/m3 Mt % % MJ/Kg % % % %
Lower Gus Measured 8.4 1.5 12.6 14.9 65.6 29.5 1.2 1.6 17.9 77.3 Magdalena Underground
Upper Gus Measured 10.6 1.5 15.9 15.7 66.1 30.7 1.4 1.5 16.8 79.5
Joined Seam Measured 13.8 1.5 20.7 14.7 67.3 29.3 1.3 1.6 16.0 82.8
Joined Seam Indicated 2.8 1.5 4.2 15.0 67.5 29.4 1.5 1.7 16.0 84.3
Lower Gus Measured 0.2 1.5 0.3 15.7 59.2 29.2 1.4 1.6 23.6 81.4 Magdalena Opencast
Upper Gus Measured 0.3 1.5 0.5 15.1 61.9 29.3 1.5 1.5 21.5 81.0
Total Measured & Indicated 36.1 1.5 54.2   Magdalena Underground & Opencast
 
    Aviemore Property – April 30, 2010
     Coal Resources(2)
Anthracite Coal   Full Extraction of Seam Width 1.7 Float Qualities Area
Seam Resource Category Volume SG Tonnes ASH FC GCV H2O TS VOL YIELD
Mm³ t/m3 Mt % % MJ/Kg % % % % Aviemore Underground
Gus Measured 1.2 1.5 1.8 13.5 77.7 30.1 1.8 2.0 7.2 73.9 Aviemore Mine
Gus Indicated 9.7 1.5 14.6 13.6 77.5 29.0 2.2 1.8 6.7 63.5 Leeuw Mining & Exploration
Gus Indicated 13.0 1.5 19.5 13.5 75.5 28.9 2.6 1.6 8.3 57.0 Zinoju Coal
Total Measured & Indicated 23.9 1.5 35.9   Aviemore Underground
Gus Inferred 1.1 1.5 1.7 15.0 74.8 27.3 1.8 1.4 8.5 56.0 Leeuw Mining & Exploration
Gus Inferred 10.1 1.5 15.2 14.1 74.7 28.9 2.5 1.7 8.6 59.6 Zinoju Coal
Total Inferred(1) 11.2 1.5 16.8   Aviemore Underground
Notes:
  1. The inferred coal resources are conceptual in nature and have a large degree of uncertainty as to their existence and whether they can be mined economically or legally, as there has been insufficient exploration to define a mineral resource. It cannot be assumed that all or any part of the inferred resource will be upgraded to a higher confidence category.
  2. The current coal resource model is based on available sampling data collected over the history of the project's area. The coal resources estimation was carried out by Mr. Q.C. Antunes, who is independent and a "Qualified Person" (as such term is defined in NI 43-101). Mr. C. Muller, Director of Minxcon (Pty) Ltd. and an independent "Qualified Person" (as such term is defined in NI 43-101) reviewed the coal resource estimate and is responsible for the technical aspects of coal resources set forth above. The resource estimate is based on a 2D computer block model with estimation parameters estimated into 100X100 metre blocks using full seam width composite data. The qualities models were constructed from inverse square distance estimates. The coal resource estimates were not diluted. The quality models were verified by visual and statistical methods and deemed to be globally unbiased. The blocks were classified into inferred, indicated and measured resource categories using the following and not limited thereto: data spacing, geological confidence, number of samples used to inform a block and other factors, etc. No environmental, permitting, legal, title, taxation, socio-political, marketing or other issues were taken into account to estimate the coal resource estimate. Only the coal resource lying within the identified target areas are reported. These fall within the legal boundaries. A 0.8 m seam width cut-off was used in the declaration of the Magdalena and Aviemore coal resources. Numbers may not add up due to rounding.
  3. It is intended that a 43-101 compliant resource estimate in support of the resource statements above will be filed on SEDAR within 45 days from the date of this press release.

Forbes Coal Special Warrant Financing

Forbes Coal has entered into an agreement with Canaccord Genuity Corp. pursuant to which the underwriter (the "Underwriter") has agreed to purchase, on an underwritten basis, 12,500,000 special warrants of Forbes Coal (the "Special Warrants") at a price of $2.80 per Special Warrant for gross proceeds to Forbes Coal of $35,000,000 (the "Forbes Coal Financing"). Each Special Warrant will convert automatically and without any further action on the part of the holder into one post-consolidation common share of Forbes Coal immediately before the completion of the Proposed Acquisition. Immediately prior to completion of the Proposed Acquisition, each common share of Forbes Coal (on a post-consolidation basis) will be exchanged for one common share of Nyah (on a post-consolidation basis). The net proceeds from the Forbes Coal Financing will be used to pay the first installment for the acquisition of the Slater Coal Properties, indirectly held by Slater Coal (Pty) Ltd.

Forbes Coal will pay the Underwriter a cash commission in an amount equal to 6% of gross proceeds raised from the Forbes Coal Financing. In the event that Forbes Coal receives net proceeds less than $35 million, the commission payable to the Underwriter, may be paid in a combination of cash or Special Warrants. In addition, Forbes Coal shall issue to the Underwriter compensation special warrants (the "Broker Special Warrants") exercisable to acquire that number of compensation warrants (the "Broker Warrants") equal to 6% of the aggregate number of Special Warrants issued pursuant to the Forbes Coal Financing. Each Broker Warrant will entitle the holder thereof to acquire one common share of Forbes Coal, at a price of $2.80 per common share for a period of 18 months following the closing of the Forbes Coal Financing. The Broker Special Warrants will convert into the Broker Warrants concurrently upon conversion of the Special Warrants.

In connection with the Forbes Coal Financing, the Company and certain of the shareholders of the Company shall enter into lock-up agreements which will restrict their ability to issue, sell or grant, or announce any intention to issue, sell or grant, any equity or quasi-equity securities from the date hereof until the date which is the earlier of (a) 12 months following the closing date of the Forbes Coal Financing, and (b) three months after the completion of the Proposed Acquisition.

Sale of Agnew Lake Property

Nyah has also entered into an agreement with Valencia Ventures Inc. ("Valencia") (TSX VENTURE:VVI) for the sale to Valencia of the Agnew Lake property (the "Proposed Sale of Uranium Assets") and surrounding area held by Nyah in consideration of a cash payment of $500,000 and additional payments valued at $500,000 in cash or common shares of Valencia, at the election of Valencia.

The Proposed Sale of Uranium Assets is a Non-Arm's Length Transaction for the purposes of the TSX Venture Exchange as Nyah and Valencia have common directors being Stan Bharti, who directly and indirectly holds 10,139,666 common shares of Valencia, Bernard Wilson, a director of Valencia and Nyah, and a common officer being Patrick Gleeson. Neither Mr. Wilson nor Mr. Gleeson hold any common shares of Valencia.

Benefits to Shareholders

Nyah believes the Proposed Acquisition of Forbes Coal and the Proposed Sale of the Uranium Assets offers numerous benefits to the shareholders of the Corporation, including the following:

- Uses Nyah's Cash on Hand to Acquire Near Term Positive Cash Flow Business.

Nyah believes that the acquisition of Forbes Coal responds to the market's preference for companies with positive operating cash flow. Based on the interim unaudited financial statements of the Company for the three months ended March 31, 2010, the Company currently has approximately $1.1 million in cash on hand. Based on the unaudited financial statements of Forbes Coal as of May 31, 2010, Forbes Coal currently has combined assets and property valued in the amount of approximately $800,000 and year to date expenses in the amount of approximately $555,000. Upon completion of the Forbes Coal Financing, Forbes Coal will have approximately $5.5 million cash on hand following payment of the first installment for the acquisition of the Slater Coal Properties. Upon completion of the Proposed Acquisition, the combined company will have approximately $11.5 million in cash. Upon completion of the Forbes Coal Financing, management of the Company estimates that the market capitalization of Forbes Coal will be approximately $67 million and taking into consideration certain vendor notes, the existing cash of Slater Coal and the cash of Nyah, the enterprise value of the combined company will be approximately $93 million.

- Favorable Valuation of Nyah

The Proposed Transaction contemplates a valuation of Nyah in the amount of $3,580,000, as set out below under "Terms of the Acquisition of Forbes Coal". Based on Nyah's cash on hand and payment to be received by Nyah from Valencia with respect to the sale of the Agnew Lake Properties, the Company believes that this proposed valuation represents a 70% premium to the net asset value of Nyah.

- Forbes Coal is Acquiring an Interest in Strategic Assets in South Africa with a Substantial Resource of High Quality Bituminous and Anthracite Coal.

In April 2010, Forbes Coal entered into an agreement with the shareholders of Slater Coal to acquire all of the issued and outstanding common shares of Slater Coal, a private South African coal mining company that has properties in production. Slater Coal indirectly holds a 70% interest in the Slater Coal Properties through Zinoju Coal (Pty) Ltd. which holds all of the mineral rights and prospecting permits with respect to the Slater Coal Properties. The remaining 30% interest in Zinoju Coal (Pty) Ltd. is held by the South African Black Economic Empowerment ("BEE") partners. BEE is a statutory initiative on behalf of the South African government, enacted to increase African access to the South African economy by increasing African ownership in new South African enterprises.BEE is essentially a growth strategy that targets the South African economy's weakest point, being inequality.Pursuant to the terms of the agreement, Forbes Coal is required to pay Slater Coal an aggregate of ZAR600 million (approximately C$80 million) over a two year period. The total purchase price with respect to Slater Coal is payable as follows: (i) a ZAR5 million (approximately C$666,666) deposit which has already been paid; (ii) ZAR22 million (approximately C$3 million) which has been paid; (iii) ZAR213 million (approximately C$28 million) to be paid on or before July 23, 2010; (iv) ZAR78 million (approximately C$10 million) to be paid through the issuance of common shares of Forbes Coal on or before July 23, 2010 based on an issue price of $2.80 per share; (v) ZAR140 million (approximately C$18 million) payable in March 2011; and (vi) ZAR140 million (approximately C$18 million) payable in March 2012. The March 2011 and 2012 payments are based on targeted production rates of 781,200 tonnes in 2011 and 782,400 tonnes in 2012. A variance of greater than 10% from such production targets shall either increase or decrease the amount payable by such corresponding percentage, subject to a maximum increase or decrease in payment of 15%. For example, in the event of a 15% decrease in production in 2011, the 2011 payment owed by Forbes Coal will be reduced by 15%.

Commenting on the Proposed Acquisition, Nyah's President and CEO, Mr. George Faught stated, "This acquisition represents a unique opportunity for Nyah to utilize its cash on hand to acquire a cash flow positive business with interests in high quality strategic coal assets in South Africa. South Africa is the fifth largest producer of hard coal in the world, with a reported 236 million tonnes produced in 2008 (International Energy Agency, 2009). Since 2000, global consumption of coal has grown faster than any other fuel, with China, the United States, India, Japan and Russia accounting for nearly 72% of total global coal consumption (World Coal Institute, www.worldcoal.org). Supported by an estimated enterprise value of approximately $93 million, the Company believes the transaction will provide numerous benefits while strengthening overall shareholder value. "

Terms of the Acquisition of Forbes Coal

Forbes Coal is a private company incorporated under the laws of the Province of Ontario in November 2009. Pursuant to the Proposed Acquisition, Forbes Coal and Nyah will complete a reverse takeover by way of an amalgamation or plan of arrangement pursuant to which each post consolidated common share of Forbes Coal will be exchanged for one post-consolidated common share of Nyah and Forbes Coal will become a wholly-owned subsidiary of the Corporation. 

In connection with the Proposed Acquisition, the common shares of Nyah will be consolidated on the basis of one new common share for approximately every 40 existing common shares of Nyah (the "Nyah Consolidation").

In connection with the Proposed Acquisition, the common shares of Forbes Coal will be consolidated on the basis of one new Forbes Coal common share for every 10 existing common shares of Forbes Coal (the "Forbes Consolidation"). 

In addition, the current shareholders of Forbes Coal will be issued that number of performance special warrants or similar securities ("Performance Special Warrants") as is equal to the number of common shares outstanding prior to giving effect to the Forbes Coal Financing (but on a post-consolidated basis). Each Performance Special Warrant will be automatically exercised into one (1) common share of the Forbes Coal (each a "Performance Share" and, collectively, the "Performance Shares") for no additional consideration immediately prior to the completion of the Proposed Acquisition, provided that such Performance Shares shall be deposited in escrow with an escrow agent (the "Escrowed Shares"), to be released as follows: i) 50% of the Escrowed Shares (the "First Tranche Escrowed Shares") will be released once the combined company achieves US$22 million in EBITDA from the Slater Coal Properties over a 12 consecutive month period within a three year period following the closing of the Forbes Coal Financing; ii) the remaining Escrowed Shares will be released once the combined company achieves US$35 million in EBITDA from the Slater Coal Properties over a 12 consecutive month period within a three year period following the release of the First Tranche Escrowed Shares. For further clarity, EBITDA generated from the Slater Coal Properties will exclude any gains or losses generated by the combined company from the disposition of the Slater Coal Properties.

Upon issuance of the Performance Special Warrants, Forbes Coal will have 5,400,000 common shares issued and outstanding on a post-consolidated basis. Forbes Coal is held by various independent shareholders, who are each resident of the Province of Ontario. Stan Bharti, an Ontario resident holds 2,000,000 post-consolidated common shares of Forbes Coal, which represents approximately 37% of the current issued and outstanding common shares of Forbes Coal, on a post-consolidated basis. Aberdeen International Inc., a corporation incorporated pursuant to the laws of the Province of Ontario holds 1,100,000 post-consolidated common shares of Forbes Coal, which represents approximately 20% of the issued and outstanding common shares of Forbes Coal, on a post-consolidated basis. No other shareholders, other than Stan Bharti and Aberdeen International Inc., currently hold a controlling interest in Forbes Coal. Following completion of the Forbes Coal Financing and the acquisition of the Slater Coal properties, none of the shareholders of Forbes Coal will individually maintain a controlling interest in Forbes Coal. Slater Coal is held by two individual shareholders, who are each resident of South Africa. All insiders of Nyah, Forbes Coal and Slater Coal, as applicable, have been disclosed.

Following completion of the Forbes Coal Financing, the conversion of all of the Special Warrants and Performance Special Warrants and the issuance of the Forbes common shares in connection with the payment to the shareholders of Slater Coal, it is expected that Forbes Coal will have approximately 23,542,857 common shares issued and outstanding (after giving effect to the Forbes Consolidation) and Nyah will have 1,278,572 common shares issued and outstanding (after giving effect to the Nyah Consolidation).

As a result of the Proposed Acquisition, the shareholders of Forbes Coal will hold approximately 23,542,857 Nyah common shares (on a post-consolidation basis), representing approximately 94.8% of the issued and outstanding shares of the resulting company and the current Nyah shareholders will hold approximately 1,278,572 Nyah common shares (on a post-consolidation basis), representing approximately 5.2% of the resulting company. 

The board of directors of Nyah appointed a Special Committee of the Board, which was comprised of independent directors, to determine whether the Proposed Acquisition was in the best interests of the shareholders of the Corporation. Following its review of Forbes Coal, its business and prospects, the Special Committee has unanimously approved the Proposed Acquisition and recommended that the Nyah Board enter into the letter agreement and that shareholders vote in favour of the Proposed Acquisition, the Nyah Consolidation, the Name Change and the sale of the Agnew Lake Property.

In connection with the Proposed Acquisition, it is proposed that the name of the Corporation be changed to "Forbes & Manhattan Coal Inc." to reflect the new business of the Corporation (the "Name Change"). Further, it is proposed that the management and board of directors of the Corporation be changed to consist of persons that have experience in the new business to be undertaken by the Corporation. Biographical information regarding proposed management of the Corporation is provided below under the heading "New Management". Details regarding the future directors of the Corporation will be provided subsequently and the appointment of directors in connection with the Proposed Acquisition will be subject to shareholder approval.

The Proposed Acquisition is subject to a number of conditions, including receipt of all required disinterested shareholder approval and all regulatory approvals, including approval of the TSX Venture Exchange and any other requirements in accordance with the policies of the TSX Venture Exchange, satisfactory conclusion to all due diligence investigations by Nyah, and the execution of a definitive agreement in respect of the Proposed Acquisition.

The Proposed Acquisition represents a Reverse Take-Over for Nyah under the policies of the TSX Venture Exchange. Further, it constitutes a Non-Arm's Length Transaction because of the following relationships between Nyah and Forbes Coal; (i) Stan Bharti, an Ontario resident, is a director of both companies, currently holds 2,830,000 common shares of Nyah (on a pre-consolidation basis) and 10,000,000 common shares of Forbes Coal (on a pre-consolidation basis) and is a director of Aberdeen International Inc. ("Aberdeen"), a company that will hold approximately 13.5% of the resulting company and as a result of the Proposed Acquisition, Mr. Bharti will hold approximately 8.69% of the resulting company; and (ii) George Faught is the President and Chief Executive Officer and a director of Nyah who currently holds 1,070,000 Nyah common shares (on a pre-consolidation basis), 50,000 common shares of Forbes Coal (on a pre-consolidation basis) and is the Chief Executive Officer and a director of Aberdeen; (iii) David Stein is a director of Forbes Coal and holds 750,000 common shares of Forbes Coal (on a pre-consolidation basis) and is the President and a director of Aberdeen; (iv) Stephan Theron, the President and Chief Executive Officer of Forbes Coal, holds 1,000,000 common shares of Forbes Coal (on a pre-consolidation basis) and also is the Chief Financial Officer of Aberdeen; (v) Michael Hoffman, P. Eng., appointed to the Board of Directors of the Corporation effective May 26, 2010, holds 100,000 common shares of Forbes Coal (on a pre-consolidation basis) and is a director of Aberdeen; (vi) Mr. Bernie Wilson, a director of the Corporation is also a director of Aberdeen; and (vii) Deborah Battiston is the Chief Financial Officer of both Nyah and Forbes Coal.

Mr. Hoffman has replaced Amar Bhalla, who resigned as a director of the Company effective May 26, 2010. The Corporation would like to thank Mr. Bhalla for his contributions to the Corporation and wish him success in his future endeavors.

Mr. Hoffman is a professional mining engineer with over 25 years of experience in mine operations, projects, engineering and corporate development. He recently served in senior executive positions at Goldcorp Inc., Desert Sun Mining Corp. and Yamana Gold Inc. He currently also serves as President and CEO of Crocodile Gold Corp., a TSX listed company and Kria Resources Ltd. a TSXV listed company.

New Management Team

Upon completion of the Proposed Acquisition, it is anticipated that the management of the resulting company will be the current management of Forbes Coal, as set out below:

  • Stephan Theron – President and Chief Executive Officer - Mr. Theron has over ten years of extensive financial management, project finance and equity analysis experience in the mining, energy and infrastructure sectors. Prior to joining Forbes Coal, Mr. Theron was Sector Head, Materials and Energy at an independent investment research firm with a focus on emerging markets. He also worked on various capital projects in Southern Africa, North America and Europe. Mr. Theron is a Certified General Accountant ("CGA") and has a Bachelor of Commerce degree from the University of Johannesburg.

  • Stan Bharti – Executive Chairman – Mr. Bharti is a business consultant and a professional mining engineer with more than 25 years experience. Mr. Bharti is also the President of Forbes & Manhattan, Inc. a private merchant bank focused on the natural resource sector. 

  • Johan Louw – Vice President, Africa Operations – Mr. Louw is a capital project specialist with almost 15 years experience in the Southern African mining and energy sectors.

  • Charles Mostert – Vice President, Corporate Development – Mr. Mostert has over 30 years experience in the mining industry.

  • David Stein – Director - David Stein is a former mining equities analyst, director and member of the executive committee at Cormark Securities Inc. Mr. Stein joined Cormark's predecessor Sprott Securities Inc. in 2001 and during his nine year career has gained experience with equity research, corporate finance and marketing. Mr. Stein holds a Master of Science degree (Economic Geology) and Bachelor of Applied Science (Geological Engineering) degree from Queen's University, and is a CFA charter holder. Mr. Stein is also the President of Aberdeen International Inc.

  • Grant Davey – Director – Mr. Davey is a mining engineer with almost 20 years' experience in the mining industry including senior mine and operational management roles within the AngloGold Ashanti and Anglo American organizations in South Africa and Australia. Mr. Davey has operated mines in the gold, platinum and coal sectors, and also has experience in the mining contracting business. He was previously the Chief Operating Officer of GBS Gold and the Chief Operating Officer of Crocodile Gold Corporation.

  • Deborah Battiston - Chief Financial Officer - Ms. Battiston is a Certified General Accountant with over 20 years of accounting and financial management experience. At present she is the Chief Financial Officer of a number of Canadian public companies. She has obtained a B.A. in Economics from the University of Guelph.

  • Jennifer Wagner - Corporate Secretary - Ms. Wagner is the Corporate Secretary of various junior exploration companies. Prior to this role, Ms. Wagner was a lawyer at a major Canadian law firm. She holds an LL.B. from the University of Windsor and obtained a Bachelor of Arts from McGill University in Montreal.

In accordance with the policies of the TSX Venture Exchange, Nyah will remain halted until satisfactory documentation has been filed and accepted by the TSX Venture Exchange.

Nyah believes it is exempt from the sponsorship requirements of the TSX Venture Exchange, set out in Policy 2.2 of the TSXV Corporate Finance Manual, based on the Forbes Coal Financing as summarized above.

About Nyah Resources Inc.

Nyah is a Canadian mineral exploration company listed on the TSX Venture Exchange under the symbol NRU. Based on the interim unaudited financial statements of the Company for the three months ended March 31, 2010, the Company currently has cash on hand of approximately $1.1 million.

Nyah holds a 100% interest in two separate exploration claim blocks. The Agnew Lake North Uranium Property (the "Property"), which is the most advanced of the Company's claim blocks, consists of seven unpatented mining claims (1,575 ha equals 3,892 acres) located approximately 40 kilometres west of Sudbury, Ontario. The Property encompasses the past producing Agnew Lake Uranium Mine. The Agnew Lake Uranium Mine was operated by Kerr Addison Mines Ltd between 1977 and early 1983 and produced approximately 1.9 million pounds of uranium. The Property has substantial underground infrastructure in place, including a six compartment shaft to a depth of over 980 metres with development on several levels. A decline from surface to the 1,900 foot level was also developed. During the period of operation 2 mineralized zones were developed. In addition to the past producing uranium mine, the Property covers approximately six kilometres of favourable geology possibly containing uranium-mineralized horizons. In addition, the Company holds claim blocks (Agnew Lake South) in the highly prospective Elliot Lake-Blind River uranium district.

For further information regarding Nyah, please visit the Company's website at www.nyahresources.com.

Completion of the reverse take-over transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The reverse take-over transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the reverse take-over transaction will be completed as proposed at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the reverse take-over transaction, any information released or received with respect to the Proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Nyah should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed reverse take-over transaction and has not approved or disapproved of the contents of this news release.

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Forbes Coal or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Nyah, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. The solicitation of offers to buy Nyah shares in the United States will only be made pursuant to a prospectus and related offer materials that Nyah expects to send to holders of Forbes Coal securities, subject to the requirements of applicable law. The Nyah shares may not be sold, nor may offers to buy be accepted, in the United States prior to the time the registration statement (if any is filed) becomes effective or an exemption from such requirements is available. No offering of securities shall be made in the United States except (i) by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended, which would contain detailed information regarding Nyah and its management, as well as its financial statements, or (ii) pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.

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 Nyah and Forbes and its projects, statements regarding the prospects for the business of Forbes Coal, 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 Company (and the company resulting from the successful completion of the proposed transaction) 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 Company 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 Company 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 DEFINTED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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