tasmanian coal acquisition, page-11

part 2

3. Summary of Transaction
Comdek has agreed to acquire 100% of the issued capital of EIL, subject to certain
conditions being satisfied. The consideration for the acquisition is the issue of
28,500,000 fully paid ordinary shares in Comdek. These shares would carry an
indicative valuation of 15 cents per share based on the adjusted close price for the
5 days trading from 14 January 2008 to 18 January 2008.
The consideration is equivalent to 4.39% of the current total issued capital of
Comdek on a fully diluted basis.
EIL shareholders have agreed to enter into voluntary escrow agreements with
regard to 100% of the issued vendor shares for a period of 6 months from the date
the shares are issued. This proposal effectively values the Tasmanian coal projects
(as a whole) at the time of the issue of vendor shares at $4.275 million.
The acquisition of the Tasmanian coal projects from EIL is subject to a number of
conditions precedent, including: regulatory approvals, completion of due diligence
and EIL entering into voluntary escrow for 6 months with regard to 100% of the
issued vendor shares. Comdek will also issue 7.5 million shares to parties who
have advised on the transaction.
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The acquisition is subject to and conditional upon the granting of exploration
licence ELA65/2007 (the Woodbury application) in the name of EIL and Comdek
concluding to its absolute satisfaction its due diligence enquiries within 42 days of
executing the acquisition agreement.
The agreement is also conditional upon Comdek obtaining necessary regulatory
and shareholder approval in respect of the transaction including issues of shares.
4. Proposed Work Program
Following the acquisition of a 100% of the issued capital of EIL, Comdek will
commence exploration on the Projects with a view to determining the extent of
coal mineralisation and whether this may lead to a commercial coal mining
operation.
Initial phase exploration expenditure will potentially focus on upgrading and
extending the existing historical tonnes of coal and completing a scoping study into
the potential for development of the coal deposit.
5. Placement and Capital Structure
Comdek expects, in the coming months, to undertake a priority placement of
ordinary shares to raise up to approximately $6.0 million (at a share price to be
determined closer to the time) to assist in project funding and general working
capital. Further details of the terms and conditions of the capital raising will be
announced at that time.
The expected capital structure of Comdek upon completion of this acquisition and
the South African coal acquisition is included at Appendix A.
For further enquiries please contact Scott Douglas or Rowan Armstrong on (08)
9482 0500 or email [email protected].
Yours faithfully
COMDEK LIMITED
SCOTT DOUGLAS
Executive Director