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PITTSBURGH, (Coal Geology)– CONSOL Energy Inc. (NYSE: CNX), the leading diversified fuel producer in the Eastern U.S., sold non-producing western Canadian coal assets in the closing days of 2012 for $127 million in two separate transactions.
In the first transaction, CONSOL Energy partnered with Forbes & Manhattan Inc. (“F&M”), a private merchant bank headquartered in Toronto, Canada, for the sale of a portion of its metallurgical coal assets located in Alberta, Canada. Ram River Coal Corp. (“Ram River Coal”), a private Ontario company created by F&M to purchase the coal assets, acquired 100% of the Ram River and Scurry Ram coal properties onDecember 21, 2012 (the “Acquisition”) for aggregate consideration of $105 million ($102.5 million payable to CONSOL Energy). The Ram River coal property has an in-situ coal resource of approximately 380 million tons and estimated washed coal product of approximately 75 million tons.
On closing, Ram River Coal made an aggregate cash payment of $55 million ($52.5 million payable to CONSOL Energy) and under the terms of the asset purchase agreement shall make additional payments to CONSOL Energy of $25.5 million on or before June 21, 2013 and $24.5 million on or before June 21, 2014. CONSOL Energy has retained the right to receive up to $20 million of the second or third cash payments in common shares of Ram River Coal.
Concurrent with the closing of the Acquisition, Ram River Coal closed an offering of common shares at a price of $1.00 per share for aggregate gross proceeds of $85 million. Ram River Coal retained Delano Capital Corp. and Cormark Securities Inc. to act as agents in connection with the offering. The lead investors in the offering were Liberty Metals & Mining Holdings, LLC, a wholly-owned subsidiary of Boston-based Liberty Mutual Insurance, and corporations controlled by Lundin family trusts. Ram River Coal expects to close a second tranche of the offering for additional proceeds of $20 million on or beforeJanuary 31, 2013.
In the second transaction, effective December 20, 2012, CONSOL Energy agreed to sell its interest in other coal assets, subject to certain conditions, in Alberta, for $24 million. The buyer is Riversdale Resources, headquartered in Sydney, Australia. The primary asset is Grassy Mountain Surface Mine, where CONSOL’s share of the recoverable reserves is estimated to be 30 million tons. CONSOL anticipates closing this transaction during the second quarter of 2013.
“These two sales represent a continuation of our successful strategy of pulling value forward and focusing on our near-term opportunity set,” commented J. Brett Harvey, CONSOL Energy Chairman and CEO.
The $127 million in cash from these sales, when combined with the previous 2012 asset sales of $224 million, means that CONSOL Energy sold assets in excess of $350 million during the year. None of the assets sold in 2012 generated revenue during the year. The company expects to sell additional non-core assets in 2013.
About CONSOL Energy Inc.
CONSOL Energy Inc., the leading diversified fuel producer in the Eastern U.S., is a member of the Standard & Poor’s 500 Equity Index and the Fortune 500. It has 12 bituminous coal mining complexes in four states and reports proven and probable coal reserves of 4.5 billion tons. It is also a leading Eastern U.S. gas producer, with proved reserves of 3.5 trillion cubic feet. Additional information about CONSOL Energy can be found at its web site: www.consolenergy.com.
About Forbes & Manhattan, Inc.
Forbes & Manhattan, Inc. is a leading private merchant bank with a global focus on the resource-based sectors. F&M is headquartered in Toronto, Ontario, Canada with offices, operations and assets across the globe. F&M uses its industry proven technical and financial team, along with its capital, to incubate, finance and manage public and private companies in the junior resource sectors. F&M creates shareholder value by uniting a successful combination of assets, financial backing, technical strength and marketing support throughout the entire corporate lifecycle. With a depth of financial, technical, legal and investor relations expertise in house, F&M is able to advance its group of portfolio companies to unlock shareholder value.
F&M has a successful track record of identifying high quality assets and advancing them from discovery through to production. For more information, please visit www.forbesmanhattan.com.
Cautionary Statements
Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Exchange Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following: deterioration in economic conditions in any of the industries in which our customers operate, or sustained uncertainty in financial markets cause conditions we cannot predict; an extended decline in prices we receive for our coal and gas affecting our operating results and cash flows; our customers extending existing contracts or entering into new long-term contracts for coal; our reliance on major customers; our inability to collect payments from customers if their creditworthiness declines; the disruption of rail, barge, gathering, processing and transportation facilities and other systems that deliver our coal and gas to market; a loss of our competitive position because of the competitive nature of the coal and gas industries, or a loss of our competitive position because of overcapacity in these industries impairing our profitability; coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions; the impact of potential, as well as any adopted regulations relating to greenhouse gas emissions on the demand for coal and natural gas, as well as the impact of any adopted regulations on our coal mining operations due to the venting of coalbed methane which occurs during mining; foreign currency fluctuations could adversely affect the competitiveness of our coal abroad; the risks inherent in coal and gas operations being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions which could impact financial results; our focus on new gas development projects and exploration for gas in areas where we have little or no proven gas reserves; decreases in the availability of, or increases in, the price of commodities and services used in our mining and gas operations, as well as our exposure under “take or pay” contracts we entered into with well service providers to obtain services of which if not used could impact our cost of production; obtaining and renewing governmental permits and approvals for our coal and gas operations; the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our coal and gas operations; the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down a mine or well; the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal and gas operations; the effects of mine closing, reclamation, gas well closing and certain other liabilities; uncertainties in estimating our economically recoverable coal and gas reserves; costs associated with perfecting title for coal or gas rights on some of our properties; the outcomes of various legal proceedings, which are more fully described in our reports filed under the Securities Exchange Act of 1934; the impacts of various asbestos litigation claims; increased exposure to employee related long-term liabilities; increased exposure to multi-employer pension plan liabilities; minimum funding requirements by the Pension Protection Act of 2006 (the Pension Act) coupled with the significant investment and plan asset losses suffered during the recent economic decline has exposed us to making additional required cash contributions to fund the pension benefit plans which we sponsor and the multi-employer pension benefit plans in which we participate; lump sum payments made to retiring salaried employees pursuant to our defined benefit pension plan exceeding total service and interest cost in a plan year; acquisitions and joint ventures that we recently have completed or entered into or may make in the future including the accuracy of our assessment of the acquired businesses and their risks, achieving any anticipated synergies, integrating the acquisitions and unanticipated changes that could affect assumptions we may have made and divestitures we anticipate may not occur or produce anticipated proceeds including joint venture partners paying anticipated carry obligations; the anti-takeover effects of our rights plan could prevent a change of control; increased exposure on our financial performance due to the degree we are leveraged; replacing our natural gas reserves, which if not replaced, will cause our gas reserves and gas production to decline; our ability to acquire water supplies needed for gas drilling, or our ability to dispose of water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules; our hedging activities may prevent us from benefiting from price increases and may expose us to other risks; and other factors discussed in the 2011 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.
SOURCE CONSOL Energy Inc.
CONTACT: Investor Contacts: Dan Zajdel, +1-724-485-4169, danzajdel@consolenergy.com, or Tyler Lewis, +1-724-485-3157, tylerlewis@consolenergy.com; or Media Contact: Lynn Seay, +1-724-485-4065, lynnseay@consolenergy.com
