Cardero Resource Corp and Coalhunter Mining Corporation announced that the companies have signed a definitive Arrangement Agreement under which the Cardero will acquire, through the previously announced Plan of Arrangement, all of the outstanding shares of Coalhunter.
As set out in the Arrangement Agreement each Coalhunter shareholder holding shares as at the effective date of the Plan of Arrangement will receive 0.8 of a common share of the Company for each common share of Coalhunter held.
Mr Henk Van Alphen president & CEO of Cardero said that "Cardero identified early that Coalhunter, its management team and the Carbon Creek Metallurgical Coal deposit represented a unique opportunity to participate in a potential near term production scenario. To be able to acquire a metallurgical coal project with a historic resource is rare. Add additional exploration potential in one of Canada's significant producing coal districts with excellent infrastructure already in place, and the tremendous opportunity to generate significant value for Cardero's shareholders becomes evident.”
Mr Michael Hunter president of Coalhunter said that "Our acquisition by Cardero, with its market exposure, liquidity, treasury and technical expertise, provides an excellent platform for Coalhunter to not only rapidly advance the Carbon Creek deposit but also to acquire additional coal assets. With the surging price of coal due to strong global demand and constrained supply, this is an optimal time to be developing coal assets.”
The terms of the Transaction will be described in the Management Information Circulars of each of Cardero and Coalhunter to be mailed to their respective shareholders in accordance with applicable securities laws and, in the case of the Cardero circular, filed on SEDAR. The terms of the Transaction have been unanimously approved by the boards of directors of both Cardero and Coalhunter. The date of the special meeting for shareholders of Coalhunter is May 19th 2011 and for the shareholders of Cardero is May 25th 2011. In addition to Cardero and Coalhunter shareholder approval, the Transaction is subject to regulatory acceptance on behalf of Cardero and court approval on behalf of Coalhunter.
Upon completion of the Transaction, Cardero will have approximately 81,955,749 common shares issued and outstanding and will hold, through Coalhunter, a 75% joint venture interest in the Carbon Creek Metallurgical Coal Deposit, located in northeast British Columbia, Canada and historically estimated to contain 132.8 million short tonnes of coal.
