Mickey10305
18 years ago
Pine Valley Reports an Agreement to Sell Falls Mountain Coal Inc. to Cambrian Mining PLC
Market Wire - April 27, 2007 8:30 AM ET
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Pine Valley Mining Corporation (TSX: PVM)(OTCBB: PVMCF) (the "Company" or "Pine Valley") reports that it has reached agreement with Cambrian Mining PLC ("Cambrian") for the sale of Pine Valley's wholly-owned subsidiary, Falls Mountain Coal Inc. ("FMC"), which includes all of its interests in the Willow Creek mine and related coal properties (the "Agreement"). The Agreement, expected to close on or about June 26, 2007, calls for payment of the following consideration (All amounts in Canadian dollars):
1. $15.65 million in cash upon closing which includes working capital adjustments;
2. Previously issued Western Canadian Coal Corp. ("WCCC") Debentures, traded on the TSX under the symbol WTN.DB, in the principal amount of $11.0 million, or an additional cash payment of the prevailing market value of such debentures determined based on the volume weighted average trading price of the debentures for the five trading days immediately preceding the closing date (the market value of the debentures for an April 25, 2007 closing would be $9.35 million); and
3. A quarterly royalty payment of $1.00 per tonne, subject to annual escalation at a rate of 2.0% per year to a maximum of $1.50, for each tonne of coal from either of the FMC coal properties or from WCCC's Brule mine that is loaded from FMC's train loading facilities; subject to an aggregate maximum of $26.0 million. Beginning one year from the closing of the transaction, a quarterly minimum royalty of $50,000 will be payable to an aggregate maximum of $2.0 million (such amount being included in the $26.0 million cap).
The Company, FMC, and FMC's subsidiary (collectively the "Petitioners") remain subject to a protective order under the Companies' Creditors Arrangement Act (Canada) first granted on October 20, 2006 and most recently extended to May 3, 2007 (the "Order"). While the Order, as may be amended or extended from time to time, is in effect the respective creditors of each of the Petitioners and other third parties are stayed from terminating agreements with the Petitioners or otherwise taking steps against them.
The Agreement provides that, under certain circumstances, if it is terminated prior to closing, Cambrian will be entitled to a break-fee in the amount of $1.5 million. The Company's obligations to complete the proposed sale and the covenants relating to the break-fee are subject to the approval of the BC Supreme Court in the ongoing CCAA proceedings. Cambrian is entitled to terminate the Agreement prior to closing if certain pre-closing conditions are not satisfied, including Court approval of the break-fee component of the Agreement.
The ultimate disposition of the above-described sale proceeds to the Petitioner's creditors and otherwise will be determined by a plan of arrangement to be prepared, filed and implemented under the ongoing CCAA proceedings.
By May 3, 2007, the Company intends to make an application in the CCAA proceedings for an order authorizing it to accept the break fee obligations and to seek procedural directions from the Court on the steps necessary to proceed with a plan of arrangement with the Petitioners' creditors, which plan will include the purchase and sale transaction contemplated by the Agreement. The Agreement contemplates that by May 31, 2007, the Company will initiate such applications in the CCAA proceedings necessary for an order of the Court to approve the Agreement and the contemplated transactions, the filing of a plan of arrangement with the Petitioners' creditors, and the procedural steps for calling a meeting of the Petitioners' creditors to seek approval of a plan and for obtaining such other approvals of the Plan as may be required by the Court. A summary of the steps taken in the CCAA proceedings to date and the creditors' claims filed in those proceedings are set out in the Reports filed by the Monitor in the CCAA proceedings, Ernst & Young Inc., which are posted on the Monitor's website at: www.ey.com/global/content.nsf/Canada/insolvencies_-_Pine_Valley_Mining _Corporation.
Cambrian is a diversified mining house that manages and supports operations in coal mining and gold/antimony. It also has extensive exposure to energy projects and related technologies, from oil shale assets through to alternative energy projects, as well as exposure to traditional oil and gas exploration and development. Cambrian is also the largest shareholder of WCCC (TSX: WTN) whose coal operations in British Columbia include the Wolverine hard coking coal mine and the Dillon/Brule PCI mine.
Forward-Looking Statements
This news release contains certain "forward-looking statements", as defined in the United States Private Securities Litigation Reform Act of 1995, and within the meaning of Canadian securities legislation, that involve a number of risks and uncertainties including but not limited to risks at achieving final closing of the Agreement, the need to obtain court and creditor and any other required approvals, economic, competitive, governmental and geological factors effecting the Company's interest in Cambrian's operations, markets, products and prices and other risk factors. There can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the Cambrian's dependence on the steel industry with respect to its coal assets, volatility in coal prices, accidents and other risks associated with mining operations, the Company's reliance on Cambrian to make future payments, and the other risk factors discussed in greater detail in the Company's various filings with the Securities and Exchange Commission and Canadian securities regulators, including the Company's Form 20-F dated June 21, 2006.
PINE VALLEY MINING CORPORATION
Robert Bell, President and Chief Executive Officer
Contacts:
Pine Valley Mining Corporation
Robert (Bob) Bell
President & Chief Executive Officer
(604) 682-4678
Pine Valley Mining Corporation
Martin Rip
Vice President Finance and CFO
(604) 682-4678
Email: pinevalley@pinevalleycoal.com
Website: www.pinevalleycoal.com
SOURCE: Pine Valley Mining Corporation
mailto:pinevalley@pinevalleycoal.com
http://www.pinevalleycoal.com
matyboy
18 years ago
Well guys, I pulled out.
Protecting the funds and staying even, no loss, no gain, but no pain either. I don't like playing off black candlesticks.
I will keep an eye on this one though.
Man, that chart sure looked sweet yesterday and this morning. Not that much has changed actually. The CCI, Williams and Ult. Osc. heading down, but that may be brief. RSI leveled out too.
On the positive side, the CMF and Slo Stoch are still up and the ADX and Aroon still look sweet. Volume was good today, mainly to a few big buys, especially that one at .07 for 115,000 at 3:37:58.
When I have enough capital I'll plant some seed money here. With a good sale and some other positive actions this company can move back up.
Anyhow, very best of luck you shareholders.
Mickey10305
18 years ago
Rumor has it that they may have a buyer and the were granted more time buy the BC to work out a deal. Looks like the shareholders we get some money. Take reserves minus costs/Creditors payouts and there will still be over 75 Milliom left. I plan to take a chance and double down.
Press Release Source: Pine Valley Mining Corporation
Pine Valley Reports on Extension of Creditor Protection Order
Monday February 5, 2:44 pm ET
VANCOUVER, BRITISH COLUMBIA--(MARKET WIRE)--Feb 5, 2007 -- Pine Valley Mining Corporation (Toronto Future:PVM.TO - News)(OTC BB:PVMCF.OB - News) (the "Company" or "Pine Valley") reports that the BC Supreme Court has granted a further extension of the order in favour of the Company and its subsidiaries under the Companies' Creditors Arrangement Act (Canada) first granted October 20, 2006 (the "Order"). The extension will enable the Company and its subsidiaries to pursue a transaction which would form the basis for a Plan of Arrangement to its creditors. The Order, as extended, will remain in effect for a period ending April 13, 2007, during which time creditors and other third parties will continue to be stayed from terminating agreements with Pine Valley and its subsidiaries or otherwise taking steps against Pine Valley and its subsidiaries.
PINE VALLEY MINING CORPORATION
Robert Bell, President and Chief Executive Officer
Contact:
Contacts:
Pine Valley Mining Corporation
Robert (Bob) Bell
President & Chief Executive Officer
(604) 682-4678
Pine Valley Mining Corporation
Martin Rip
Vice President Finance and CFO
(604) 682-4678
Email: pinevalley@pinevalleycoal.com
Website: http://www.pinevalleycoal.com
Mickey10305
18 years ago
From Stockhouse message boards,
SUBJECT: Willow Creek mine
Post Time: 12/13/2006 08:40
2-year-old B.C. coal mine closed, seeking buyer
The Willow Creek mine's problems began when the quality of its coal changed
Scott Simpson, Vancouver Sun
Published: Wednesday, December 13, 2006
Just two years after it was hailed as British Columbia's first new coal mine in 20 years, the Willow Creek Mine near Chetwynd is shut down and looking for a buyer.
Pine Valley Mining Corp. president Robert Bell said Tuesday that operations have been suspended at the metallurgical coal mine, and that the company is under creditor protection by B.C. Supreme Court.
Bell said the company's problems arose from a series of circumstances, including mining equipment failure, a drop in coal yields, and a lack of financial resources.
Bell said the court has given direction to seek either a restructuring or a potential sale, "but I would say the focus has been more on the potential sale."
"I can't give any details on the specifics, but we've certainly had very good interest. Our process is continuing on that basis," Bell said in an interview.
Bell, a past chairman of the Coal Association of Canada, joined Pine Valley only 11 months ago. Within a few months, problems began to surface when the quality of the coal changed at the Willow Creek open pit mine.
According to Pine Valley's 2006 second-quarter report, production costs "increased dramatically" as mining advanced to a new area where the coal deposit did not correspond to what had been anticipated in the original Willow Creek feasibility study.
The company thought it was ready for a change in the geology of its resource, and had built a wash plant designed to separate marketable "clean coal" from waste material.
However, they began to encounter coal in the form of a powder too fine to be recovered in the wash plant -- after processing, the coal yield fell to 50 or 60 per cent, compared with the 75-per-cent yield anticipated in the feasibility study.
The remainder of the coal was simply being washed away.
As well, basic production volumes were lower than the target.
"Coal is a bulk commodity and your costs are driven in large part by your volume," Bell said. "If you don't get production, your unit costs go up quite dramatically, and we had that problem as well."
The company scrambled to keep up its commitments to international customers by digging out other areas ahead of the long-term mining schedule -- but shipping commitments were still missed.
Costs piled up and eventually the company began losing money -- despite some of the best international market prices for coal in more than 20 years.
Bell said efforts to obtain additional cash to upgrade the wash plant were unsuccessful, so a decision was made to suspend operations.
Pine Valley's balance sheet for the first six months of the 2006 fiscal year shows a net loss of $8.2 million, compared with a net gain of $1.8 million in the same period a year earlier.
"I can see the value that there is in this asset, and some things were done very well. Now we have to make sure we can capitalize on that and see someone come in and get our employees back working again, and get the site up and running."
ssimpson@png.canwest.com
© The Vancouver Sun 2006
Trinityz1
18 years ago
So much for the unaudited financial statements.
My accountant looked over the June 30th one for me
and gave me news I wanted to hear, the company looks solid
and it had been mailed 8/28.
Then came the crash and stinging ouch!
My call to the company didn't relieve my need for antacid
relief either. It was discouraging.
Recently got the Sept 30th one and had her look over it
since I wanted to know if there was more of an explanation
other than what I might find on the net.
She told me it looked like management basically took the
money and left investors in the cold. That one was mailed
11/22, a day late and a dollar short.
Seriously, I wasn't concerned about this company and didn't
watch it close as I was out of town on business, only to
return to my one definite ouch this year, pvmcf.
On the upside, at least the loss is manageable as I was
waiting to see the next financials before seriously committing
in this one.
The disgusting thing is: if another company buys this, imo,
they'll be getting it for a song and dance.
Mickey10305
18 years ago
Extension to work out a deal? This has to be worth more than .05 per share in any sale.
Pine Valley Reports on Extension of Creditor Protection Order
Pine Valley Mining Corporation (TSX: PVM)(OTCBB: PVMCF) (the "Company" or "Pine Valley") reports that the BC Supreme Court has granted an extension of the order in favour of the Company under the Companies' Creditors Arrangement Act (Canada) first granted October 20, 2006 (the "Order"). The Order, as extended, will remain in effect for a period ending January 31, 2007, during which time creditors and other third parties will continue to be stayed from terminating agreements with Pine Valley or otherwise taking steps against Pine Valley.
PINE VALLEY MINING CORPORATION
Robert Bell, President and Chief Executive Officer
Source: Market Wire (November 17, 2006 - 5:26 PM EST
Mickey10305
18 years ago
Pine Valley Reports on its CCAA Restructuring Process
Pine Valley Mining Corporation (TSX: PVM)(OTCBB: PVMCF) (the "Company" or "Pine Valley") reports on a number of developments relating to its CCAA process and provides an update regarding volumes of oxidized coal.
The Company previously reported its plans to put its operations on a care and maintenance basis after completing a planned shipment of approximately 46,000 tonnes of coking coal. That coal shipment has been transported to Ridley Terminals and is available for immediate loading. A vessel has been nominated to take the shipment and the Company expects that it will be loaded today and tomorrow. The Company's mining contractor, Tercon Mining PV Ltd. is no longer providing any mining services to the Company and has served notice, accepted by the Company, of termination of the mining services contract effective November 2, 2006.
In addition, the Company has retained an independent financial advisor (the "Advisor") to assist it as it assesses its alternatives to restructure the Company pursuant to the CCAA process. The Advisor is in the process of contacting companies that may have an interest in participating in a restructuring plan, and has entered into confidentiality agreements with a number of such companies.
Any securities that the Company might issue in connection with a CCAA restructuring plan will not be registered under the United States Securities Act of 1933 or any U.S. state securities laws, and unless so registered may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. This press release is issued pursuant to Rule 135© of the Securities Act of 1933, and does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of any such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
On October 10, 2006 the Company reported that it anticipated mining approximately 113,000 tonnes of raw oxidized coal during the three months ending December 31, 2006. Since that date, based on the work of the Company's geologist evaluating actual experience in the mining pit, the estimate for the tonnage of oxidized coal within the same mining block has been reduced to being not more than 45,000 raw tonnes. The analysis of the Company's volumes of oxidized coal was conducted by or under the supervision of Mr. Roy Fougere, P.Eng., the General Manager at Falls Mountain Coal Inc., the Company's wholly-owned subsidiary. Mr. Fougere has 18 years of mining experience, including experience with western Canadian coal mines of similar geological complexity.
This news release contains certain "forward-looking statements", as defined in the United States Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties including but not limited to economic, competitive, governmental and geological factors effecting the Company's operations, markets, products and prices and other risk factors. There can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the Company's dependence on the steel industry, volatility in coal prices, accidents and other risks associated with mining operations, the Company's need for and availability of additional financing, the restrictions imposed under the Company's existing debt arrangements and its debt service requirements and the other risk factors discussed in greater detail in the Company's various filings with the Securities and Exchange Commission and Canadian securities regulators, including the Company's Form 20-F dated June 21, 2006.
PINE VALLEY MINING CORPORATION
Robert Bell, President and Chief Executive Officer
Source: Market Wire (November 6, 2006 - 8:30 AM EST)
McDee
18 years ago
Culpepper.......try some new news
That was stated in Friday's statement.
Pine Valley Granted Creditor Protection Under CCAA
FRIDAY, OCTOBER 20, 2006 7:15 PM
- Market Wire
blah, blah, blah.........and
The Company also reports that, as a consequence of the Company's financial circumstances underlying its decision to seek the Order, the Toronto Stock Exchange has suspended trading in the Company's shares as of 2:01 p.m. (Vancouver Time) today. The Exchange has further advised the Company that its shares will be delisted from the Exchange effective November 17, 2006 unless, before that deadline, the Company remedies all of the conditions which resulted in the suspension and demonstrates to the Exchange's satisfaction that the Company meets all of the Exchange's requirements for an original listing. Notwithstanding the Exchange's decision, the effective time of the delisting will likely remain suspended if the effective period of the Order is extended beyond November 17. The Company expects that its shares will continue to be traded in the United States on the OTC Bulletin Board.
http://bigcharts.marketwatch.com/news/articles.asp?guid={64776405-DF77-44BF-863C-1FEE9A674E3F}&n...
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