TORONTO,
Oct. 29, 2014 /CNW/ - Pacific Coal
Resources Ltd. (TSXV: PAK) is pleased to announce that it has
signed a debt settlement agreement with Pacific Power Generation
Corp. ("PPG"). In the first quarter of 2013, the Company
signed a memorandum of understanding ("MOU") with PPG and
Proelectrica & CIA S.C.A E.S.P ("Proelectrica"), with the
purpose of joining efforts for the incorporation of a company
dedicated to the generation of electric power, operating with coal
produced at the Company's Cerro
Largo mine; as described in the Company's December 31, 2013, consolidated financial
statements. The Company received a refundable advance of
US$5.0 million upon signing the MOU.
On August 25, 2014, PPG advised the
Company of its desire to terminate the MOU. The Company entered
into a settlement agreement, effective as of October 15, 2014 ("Effective Date"), whereby the
Company will issue to PPG 28,090,000 common shares in the capital
of the Company, valued at the volume weighted average (market)
price of the shares as of the 60 days leading up to the Effective
Date (based on the Bank of Canada US-Canada closing exchange rate
on the Effective Date), in exchange for forgiveness of the
US$5.0 million refund of the advance
owed by the Company.
The issuance of common shares pursuant to the
settlement agreement will result in PPG holding more than 20% of
the then issued and outstanding shares of the Company. Therefore,
in accordance with TSXV policy, the Company will be seeking
shareholder approval of the transaction.
The transaction is a "related party transaction"
for the purposes of Multilateral Instrument 61-101 - Protection
of Minority Share Holders in Special Transactions ("MI 61-101")
as PPG is substantially held by Pacific Rubiales Energy Corp., a
principal shareholder of the Company, and Proenergy Corp., which is
wholly owned by Blue Pacific Investments Group Ltd. ("Blue Pacific
Investments"). Serafino Iacono,
Miguel de la Campa, José
Francisco Arata and Jaime Perez Branger (directors of the Company)
control, or provide investment advice to the holders of, 87% of the
shares of Blue Pacific Investments, which owns approximately 23% of
the issued and outstanding common shares of the Company.
Proelectrica is a subsidiary of PPG.
In addition to shareholder approval, this
transaction is subject to TSXV approval and is expected to close in
the fourth quarter of 2014.
About Pacific Coal Resources Ltd.
Pacific Coal Resources Ltd. is a
Canadian-based mining company engaged in the acquisition,
exploration and production of coal and coal-related assets from
properties located in Colombia.
The Company's common shares are listed on the TSX Venture Exchange
and trade under the symbol "PAK".
Forward Looking Information:
This news release contains "forward-looking
information", which may include, but is not limited to, statements
with respect to the future financial or operating performance of
the Company and its projects. Often, but not always,
forward-looking statements can be identified by the use of
words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
believes" or variations (including negative 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 statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Pacific Coal to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements contained herein are made as
of the date of this press release and Pacific Coal disclaim, other
than as required by law, any obligation to update any
forward-looking statements whether as a result of new information,
results, future events, circumstances, or if management's estimates
or opinions should change, or otherwise. There can be no assurance
that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, the reader is
cautioned not to place undue reliance on forward-looking
statements.
Neither 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 news release.
SOURCE Pacific Coal Resources Ltd.