Scheme Booklet

IMPORTANT NOTICE TO SHAREHOLDERS

[Updated April 22, 2015]

On February 24, 2015 Coalspur announced that it entered into a definitive agreement (Scheme Implementation Agreement, “SIA”) for the proposed acquisition of Coalspur by KC Euroholdings S.à r.l. (“KCE”) by way of an Australian scheme of arrangement ("Scheme").

KCE will seek to acquire all of the outstanding shares of Coalspur and is offering a cash payment of A$0.023 per Coalspur share. The total equity value of the Transaction is approximately A$15 million on a fully-diluted basis. This represents a premium of 53% based on the volume weighted average price on the ASX over the 60 days immediately prior to the 24 February 2015 announcement. In addition, KCE has also agreed to terms with EIG Global Energy Partners and Borrowdale Park to purchase Coalspur's debt. The successful acquisition of Coalspur's debt by KCE is a condition to closing the Scheme. All amounts are in Australian dollars unless noted otherwise.

The indicative timetable for implementation of the Scheme is as follows:

  • Deadline for lodgment of completed proxy forms: 10:00am WST April 20, 2015 / 7:00pm PDT April 19, 2015
  • Scheme meeting: 10:00am WST April 22, 2015. Meeting to be held in Perth, Australia
  • 2nd Court hearing to approve Scheme: April 28, 2015
  • Scheme becomes effective: April 29, 2015
  • Implementation date for the Scheme: May 13, 2015. Consideration will be paid to shareholders within five business days.

For more information regarding the details of the Scheme, please consult our press releases dated February 24, 2015, March 17, 2015 and March 18, 2015.  The Australian Federal Court approved the Scheme booklet on March 17, 2015. The Scheme booklet was mailed to shareholders on March 23, 2015.  Coalspur shareholders approved the Scheme on April 22, 2015. We encourage all shareholders to read the Scheme booklet which was published on our website, the ASX website and SEDAR on March 18, 2015. 

If you have any questions or require any information please contact Ryan Walchuck at +1 604 220 8595 or rwalchuck@coalspur.com.

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