The Directors of Western Coal Corp ("Company" or "Western") and Energybuild Group plc Independent Directors are pleased to announce the terms of a recommended proposal ("Proposal") for the acquisition by Western of all the outstanding issued ordinary share capital of Energybuild Group plc ("Energybuild") not already held by the Western. It is intended that the Proposal will be effected by way of a scheme of arrangement ("Scheme") of Energybuild under section 899 of the UK Companies Act 2006.

Summary

• Under the Proposal, Scheme Shareholders will receive 0.0833 new Western Shares for every 1 Energybuild Share held.
• The Proposal values the entire issued ordinary share capital of Energybuild at approximately £54.4 million and each Energybuild Share at approximately 24.0 pence based on the Closing Price of one Western Share of 288 pence on 8 June 2010, being the last Dealing Day prior to the date of this announcement.
• Based on the Closing Price of one Western Share of 288 pence on 8 June 2010, being the last Dealing Day prior to the date of this announcement, the Proposal represents
  • a premium of approximately 12.9 per cent. to the Closing Price of an Energybuild Share of 21.25 pence on the same day; and
  • a premium of approximately 26.1 per cent. to the average ratio of the Closing Prices of a Western Share and an Energybuild Share for the one month prior to the date of this announcement.
• The Energybuild Independent Directors believe that the Proposal will give Energybuild access to the substantial coal mining expertise within Western and improve access to finance if required, thus underpinning Energybuild's future development while allowing Energybuild shareholders to retain their exposure to the coal mining industry through an investment in a larger more diversified group.
• The Proposal will result in the integration of Energybuild into the Western Group, simplifying Western's corporate structure and creating the opportunity to apply Western's operational and financial resources to develop Energybuild.  The Proposal will result in the issuance of approximately 8.6 million New Western Shares to Energybuild Shareholders representing approximately 3.1 per cent. of Western's issued share capital as enlarged by this issue (excluding approximately 72.1 million non-voting common shares owned by Cambrian Mining Ltd, a wholly-owned subsidiary of Western).

Keith Calder, CEO of Western, commented:

"Acquiring 100% of Energybuild fits in with our value accretive growth strategy. With a tremendous coal resource base in which to build Energybuild upon, we believe applying Western's considerable technical and financial strength will help in developing the project faster and achieve shareholder value earlier for Western shareholders."

Colin Cooke, Chairman of Energybuild, commented:

"This Proposal will assure Energybuild's future development by giving it improved access to Western's greater coal expertise and financial resources.  Based on current share prices the terms provide a premium for Energybuild shareholders and will allow them to retain their exposure to the coal mining industry".