giralia amci 70 million dollar transactions nc, page-2

Giralia Resources NL (ASX-"GIR") and American Metals & Coal International Inc. ("AMCI") have reached agreement on two separate major transactions that will result in the injection of a minimum of approximately $70 million into Giralia, through the sale of Giralia's 16.8% stake in Red Hill Iron Limited at a significant premium to market, and a share placement, again at a significant premium. The Directors of Giralia Resources NL ("Giralia") are pleased to announce today that it has: • agreed to sell all of the shares it owns in Red Hill Iron Limited ("Red Hill Iron") to AMCI Investments Pty Ltd ("AMCI Investments") and First Reserve ("First Reserve"); and • secured the strategic support of AMCI Capital LP ("AMCI Capital") as its new major shareholder via a 9.9% share placement. Following the transactions, Giralia will have approximately $77 million in cash. The funds raised will be used principally to accelerate exploration and development of Giralia's extensive project portfolio, particularly the Company's wholly owned iron ore assets. Sale of Giralia's shareholding in Red Hill Iron to AMCI Investments and First Reserve Giralia has entered into a binding agreement to sell all of the shares it owns in Red Hill Iron, being 6,643,333 shares, to AMCI Investments and First Reserve. Giralia has agreed to sell 4,000,000 shares in Red Hill Iron immediately to AMCI Investments and First Reserve for $7.00 per share and the parties have put and call options in respect of the remaining 2,643,333 shares, exercisable at $7.00 per share by Giralia on 1 July 2008 or by either party at a market-based price between 2 July 2008 and 30 June 2009 (although the call option is exercisable earlier if a takeover or similar transaction for Red Hill Iron is announced). This transaction is the result of Giralia receiving an unsolicited offer from AMCI Investments and First Reserve to acquire Giralia's shareholding in Red Hill Iron. The Directors of Giralia believe the offer price of $7.00 per share represents an attractive and substantial premium to Red Hill Iron's recent and historical trading prices. The sale of 1,440,000 of the second tranche of shares in Red Hill Iron is conditional on AMCI Investments and First Reserve obtaining approval under the Foreign Acquisitions and Takeovers Act. The agreements relating to the placement of Giralia shares and sale of Red Hill Iron shares will be annexed to the corresponding substantial shareholder notices to be lodged.

Giralia secures AMCI Capital as a strategic shareholder In a separate, subsequent and unrelated transaction, Giralia has secured AMCI Capital as a strategic shareholder via a 9.9% share placement. AMCI Capital is an $800 million resources and energy focused private equity venture managed by Hans Mende, President and co-founder of AMCI, and Mike Salamon, former executive director of BHP Billiton. AMCI Capital has agreed to subscribe for 17,500,000 ordinary shares in Giralia at an issue price of $1.30 per share, to raise $22.8 million. AMCI Capital's shareholding will represent 9.9% of Giralia's issued shares (including the shares issued to AMCI Capital). The placement price represents a substantial premium to Giralia's recent trading prices. The placement to AMCI Capital will provide Giralia with considerable financial capacity and places Giralia in a position to accelerate the progress of its projects, with a view to maximising value from its assets for its shareholders. Commenting on the transaction, Hans Mende, partner of AMCI Capital said: "This investment provides AMCI Capital exposure to an attractive set of assets with a strong operating partner in Giralia. We are excited to work with Giralia to grow the value of its assets." Giralia's Chairman Graham Riley said, "The Company welcomes AMCI Capital onto its register as a cornerstone investor. AMCI Capital has a proven record of financing and fast tracking the development of major infrastructure and minerals projects. The transaction will transform Giralia, and underlines the quality of both the Company's management and its skills in project acquisition and early stage value addition through discovery premium. We are pleased to have been able to complete the placement at an attractive valuation notwithstanding the volatile equity markets. This significant injection of funds will enable the accelerated development of Giralia's wholly owned iron ore assets, and vindicates the Company's strategy of value creation through commodity-specific spin outs. It also represents the first transaction to realise and lock in the full value of one of these strategic shareholdings, and demonstrates the belief and commitment of a recognised major private international resource investor in the Company and its future. The Company will continue working to lock in further gains from the management of its portfolio of substantial shareholdings created through this corporate strategy." For further information please contact: Mike Joyce Managing Director