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AIM: CBM

Cambrian Mining Plc

('Cambrian', or 'the Company')

Posting of Scheme Circular

and

Cancellation of Admission

London, 26 May 2009.  The Cambrian Independent Directors refer shareholders to the joint announcement made by the Company and Western Canadian Coal Corp. ('Western') on 20 May 2009 about the recommended proposal for the acquisition of Cambrian by Western to be implemented by means of a scheme of arrangement pursuant to Section 899 of the Companies Act 2006 between Cambrian and its Shareholders (the 'Scheme'). 

The Cambrian Independent Directors now announce that, on 21 May 2009 the High Court of Justice of England and Wales made an order in connection with the Scheme, that Cambrian may convene a Court Meeting for 11.00 am on 23 June 2009 of the Scheme Shareholders for the purpose of considering, and if thought fit, approving the Scheme. A general meeting ('GM') of Cambrian has been convened for 11.15 am on the same day (or as soon thereafter as the Court Meeting has concluded or been adjourned).

Any capitalised term used but not defined in this announcement is as defined in the Scheme Document (as defined below).

Posting of Scheme Document

The Scheme circular containing, inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the Companies Act 2006), notices of the required meetings, a timetable of principal events, and details of the action to be taken by Cambrian Shareholders is today being posted to all Cambrian Shareholders and, for information, holders of Options, Warrants and Cambrian Notes (the 'Scheme Document').

Court Meeting and GM

As described in the Scheme Document, the Scheme will require the approval of the Scheme Shareholders at the Court Meeting, and the passing of a special resolution at the GM. The Scheme and associated Reduction of Capital will also require the subsequent sanction and (as the case may be) confirmation of the Court.

Both meetings will be held at the offices of Trowers & Hamlins LLP, Sceptre Court, 40 Tower Hill, London EC3N 4DX. Copies of (amongst other documents) the Scheme Document are available (during normal business hours) for inspection at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London E1W 1AA  until the end of the Offer Period. In addition a copy of the Scheme Document and the circular sent to Western's shareholders will be available on the Company's website at http://www.cambrianmining.com.

Suspension of trading and Cancellation of Admission

Application will be made to the London Stock Exchange for the suspension of trading in Cambrian Shares at 7.00 am on 10 July 2009 and therefore the last day of dealings in Cambrian Shares will be 9 July 2009, being the day immediately prior to the Court Hearing of the application to sanction the Scheme and to confirm the Reduction of Capital.

The Company wishes to notify that application will also be made to the London Stock Exchange for the cancellation of admission to trading on AIM of the Cambrian Shares conditional upon the Scheme being sanctioned by the Court and becoming effective on the Effective Date. The notice period of not less than 20 business days prior to cancellation referred to in Rule 41 of the AIM Rules has commenced today. It is anticipated that cancellation of admission to trading will take effect at 7.00 am on 14 July 2009.

Expected Timetable of Principal Events

Latest time for lodging Forms of        11.00 am. on 21 June 2009*

Proxy for Court Meeting (blue form):

Latest time for lodging Forms of        11.15 am on 21 June 2009

Proxy for GM (green form):

Voting Record Time:                           6.00 am on 21 June 2009

Court Meeting:                                    11.00 am on 23 June 2009

GM:                                                     11.15 am on 23 June 2009

* A blue Form of Proxy for the Court Meeting not lodged by this time may be handed to the Chairman at the Court Meeting.

The following times and dates are indicative only and will depend, amongst other things, on the dates upon which the Court sanctions the Scheme and confirms the Reduction of Capital and whether the Conditions are either satisfied or, if capable of waiver, waived.

Last day of dealings in Cambrian Shares:    9 July 2009

Scheme Record Time:                                  6.00 pm. on 9 July 2009

Hearing Date                                                  10 July 2009

Effective Date of the Scheme:                       13 July 2009

Cancellation of Cambrian Shares:                 14 July 2009

Latest date for despatch of                             27 July 2009

consideration:

This announcement is not intended to, and does not constitute or form part of any offer to sell or an invitation to purchase or subscribe for any securities pursuant to the Proposal or otherwise or the solicitation of any vote or approval in any jurisdiction. Cambrian Shareholders are advised to read carefully the formal documentation in relation to the Proposal once it has been dispatched.

 

The availability of the Proposal to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements. New Western Shares in the hands of certain US Persons are subject to certain restrictions as set out in the Scheme Document.

Copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or otherwise send it in, or into or from any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This announcement has been prepared in accordance with English Law, the Takeover Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with jurisdictions outside England. The Proposal will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the Takeover Code.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cambrian and no one else in connection with the Proposal and will not be responsible to anyone other than Cambrian for providing the protections afforded to clients of Singer Capital Markets or for providing advice in relation to the Proposal or any other matters referred to in this announcement.

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For further information contact:

Cambrian Mining Plc	Mark Burridge / Braam Jonker	+44 (0)20 7409 0890
Singer Capital Markets	Jeff Keating / Gareth Price	+44 (0)20 3205 7500
Seymour Pierce	Mark Percy	+44 (0)20 7107 8000
Scott Harris	Stephen Scott / Ian Middleton	+44 (0)20 7653 0030

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