Cline Mining Corporation T.CMK

Xstrata to acquire First Coal

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Xstrata Coal made proposal to acquire First Coal

Friday, 29 Jul, 2011

Xstrata Coal has made an all cash proposal to acquire 100% of First Coal Corporation shares, options and warrants for CAD

1.75 per share. The offer values First Coal, a privately owned Canadian company, at approximately CAD 147 million (USD

153 million).

First Coal’s Board has unanimously recommended that its shareholders support the transaction, following receipt by the

Board of a fairness opinion from its financial advisor. Many of First Coal's largest shareholders have entered into lock-up

agreements with Xstrata Coal which represent more than 50% of First Coal's common shares.

The proposed purchase of First Coal provides Xstrata Coal with access to coking coal exploration leases in British Columbia,

Canada.

The acquisition is to be completed by concurrent statutory plan of arrangement and takeover bid, and is subject to customary

conditions including the arrangement being approved by at least two-thirds of the votes cast at a First Coal shareholders

meeting to be held on August 2nd 2011.