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Cloud Peak Energy and Ambre Energy Announcement: Ambre Energy to Purchase Remaining Decker Mine Interest from Cloud Peak Energy and Companies to Settle Decker Litigation

Cloud Peak Energy (NYSE: CLD), one of the largest U.S. coal producers and the only pure-play Powder River Basin (PRB) coal company, and Ambre Energy Limited, an Australian and U.S. thermal coal mining and export company, today announced that their companies have entered into agreements for Ambre Energy to purchase Cloud Peak Energy's 50% interest in the Decker mine in Montana and related assets and assume all reclamation liabilities. The agreement will also provide for the joint resolution and dismissal of the pending Decker litigation.

The closing of the transaction is currently anticipated to occur during the first quarter of 2013 and is subject to the satisfaction of various terms and conditions, including Ambre Energy's full replacement of Cloud Peak Energy's approximate $70.7 million in outstanding reclamation and lease bonds for the Decker mine. This will give Ambre Energy 100% ownership of the Decker Mine.

Upon completion of the transaction, Ambre Energy will also grant Cloud Peak Energy an option for up to 5 million metric tonnes per year of its throughput capacity at the proposed Millennium Bulk Terminals coal export facility.

The proposed new coal export facility at Millennium Bulk Terminals, which is owned 62% by Ambre Energy and 38% by Arch Coal, is currently in the permitting phase. It is being developed in two stages. The first stage is planned to have capacity of 25 million metric tonnes per year with the second stage taking annual capacity to 44 million tonnes.

Cloud Peak Energy's options cover up to 2 million tonnes per year of Ambre's share of the first phase and 3 million tonnes per year of its share of the second phase. Cloud Peak Energy's throughput capacity would have an initial term of 10 years, with four renewal options for five-year renewal terms.

The purchase consideration for the Decker interests includes a cash component of A$57 million, if paid by Ambre Energy by March 31, 2013. Alternatively, Ambre will issue a promissory note to Cloud Peak for A$64 million payable at a later date.

In addition to the sales transaction described above, the companies entered into other agreements intended to facilitate the respective mining and related activities at the Decker mine and at Cloud Peak Energy's adjacent Spring Creek mine and Youngs Creek development project.

The mutual overstrip and ambient air quality cooperation agreements will facilitate each mine's development of coal along the mines' mutual boundaries. Overstrip lands allow each company to access their leased coal within designated areas for a variety of customary surface mining and incidental activities. Access for water pipelines and monitoring has also been agreed.

The sale also includes transfer of over 1200 acres of land and grants of rail easements that will improve Cloud Peak Energy's potential rail access to the Youngs Creek project. Remaining terms of these transactions were not disclosed.

Posted-In: News Legal M&A

 

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