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In many cases, the end of the year gives you time to step back and take stock of the last 12 months. This is when many of us take a hard look at what worked and what did not, complete performance reviews, and formulate plans for the coming year. For me, it is all of those things plus a time when I u...
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Royal Coal Corp. Announces Completion of Business Combination

TORONTO, ONTARIO -- (Marketwire) -- 08/20/10 -- Royal Coal Corp. ("Royal Coal" or the "Resulting Issuer") announces the completion of the amalgamation (the "Business Combination") of CDR Minerals Inc. ("CDR") with Royal Coal's wholly-owned subsidiary to continue as one company ("Amalco") under the Business Corporations Act (Ontario) (the "OBCA"). In connection with the completion of the Business Combination, Amalfi Capital Corporation ("Amalfi") (TSX VENTURE: ALI.P) continued under the OBCA, changed its name to "Royal Coal Corp." and consolidated its previously outstanding common shares on the basis of two common shares of Amalfi ("Amalfi Shares") for one common share of Royal Coal (the "Consolidation").

Concurrent with the closing of the Business Combination on August 12, 2010, CDR completed its previously announced private placement of $4,685,000 in gross proceeds, representing an aggregate of 23,425,000 units (the "CDR Units") at a price of $0.20 per Unit (the "Private Placement"). Each CDR Unit is comprised of one common share of CDR (the "CDR Shares") and one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to purchase one common share of CDR at a price of $0.20 for a period of five years from the closing of the Private Placement. Northern Securities Inc. and Salman Partners Inc. (collectively, the "Agents") acted as agents on a best efforts basis in connection with the brokered portion of the Private Placement. Pursuant to the terms of the Private Placement, the Agents, along with other placement agents, were paid an aggregate of $226,000 in cash commissions and were issued an aggregate of 1,030,300 broker warrants, each exercisable to purchase one CDR Unit at $0.20 for a period of 60 months from the closing of the Private Placement.

The Amalgamation became effective on August 12, 2010, the date the Certificate of Amalgamation was issued in respect of the Business Combination under the OBCA. Pursuant to the Amalgamation and after giving effect to the Consolidation: (i) each two (2) Amalfi Shares will be exchanged for one common share of Royal Coal ("Resulting Issuer Share") upon receipt of the required documentation from each shareholder; (ii) each CDR Share was exchanged for one Resulting Issuer Share; and (iii) each holder of a post-Consolidation Amalfi Share received 0.28235525 of a Royal Coal new common share purchase warrant ("Resulting Issuer New Warrant") for each Amalfi Share held, each whole warrant entitling the holder to acquire one Resulting Issuer Share at a price of $0.20 per share for two years from the closing of the Business Combination, resulting in the issuance of 1,657,143 Resulting Issuer New Warrants. In addition, the other outstanding convertible securities of each of Amalfi and CDR were replaced/continued into securities of the Royal Coal as disclosed below under the heading "Fully Diluted Share Capital of the Resulting Issuer".

Amendments to Debt Arrangements

Third Eye Capital Corporation ("TEC") and Juno Special Situations Corporation ("Juno") agreed to amend the note purchase agreement dated September 30, 2009 between Juno and TEC (the "TEC Loan") and the corresponding note purchase agreement dated September 30, 2009 between CDR and Juno (the "Juno Loan", and together with the TEC loan the "Indebtedness") to waive certain covenants that were not achieved by CDR, and establish updated financial and production, interest and repayment covenants. In accordance with such amendments, US$1,000,000 was paid to reduce the Indebtedness (the "Closing Repayment") from the proceeds from the Private Placement and US$450,000, representing unpaid waiver fees, was added to the Indebtedness. The outstanding amount of the Indebtedness after payment of the Closing Repayment was US$5,750,000, plus the US$2 per ton royalty capped at 3,105,000 tons referenced in the Filing Statement. The royalty payment commitment maturity date was extended from March 31, 2011 to January 31, 2012.

CDR also entered into an agreement with Juno, which amended the terms of the Juno Loan. In accordance with such agreement, Juno granted CDR an option to convert the principal amount of the Juno Loan into Resulting Issuer Shares at a conversion price equal to the greater of (i) $0.20 and (ii) the weighted average market price of the Resulting Issuer's shares for the 20 trading days prior to the date notice is received exercising the option. The option is exercisable at any time up until 20 days prior to the maturity date of the Juno Loan, which is March 31, 2011. CDR's option to convert is subject to CDR using its best efforts to find alternative financings to repay the Juno Loan in cash, CDR not being in default under the Juno Loan, and the payment of increased royalty payments to Juno of US$0.10 per ton of coal for each US$1,000,000 principal amount of the Juno Loan converted. CDR remains a guarantor of Juno's debt obligations to TEC, an arm's length lender, in respect of which CDR has granted a general security interest over its assets.

GC Global Capital Inc.'s convertible debenture with CDR in the amount of $375,000 was amended such that $25,000 was paid on closing of the Private Placement and the balance of the principal will be repaid over the period ending December 31, 2011.

Upon closing of the Private Placement, CDR paid Cheyenne Resources Inc. US$800,000 of the principal amount owing under its convertible debentures with CDR (the "CDR Cheyenne Debentures"). The principal amount of the CDR Cheyenne Debentures after this payment was US$4,200,000 and the maturity date of the CDR Cheyenne Debentures was extended to January 31, 2012.

CDR also entered into agreements (the "CDR Debt Settlement") with two arm's length third parties (the "Trade Creditors"), pursuant to which CDR has agreed to issue 4,125,000 CDR Units with an aggregate value of $825,000 to the Trade Creditors in exchange for the cancellation of $825,000 in outstanding trade payables.

Amendment to Previous Financing

In accordance with their agreements (the "January Unit Agreements") with CDR, investors who subscribed for an aggregate of 2,200,000 units of CDR at a price of $0.50 per unit in January 2010 received an additional 3,300,000 CDR Shares for no additional consideration (so, following the closing of the Business Combination, they held an aggregate of 5,500,000 Resulting Issuer Shares). In addition, the 2,200,000 share purchase warrants originally forming part of such units were cancelled and such investors instead received 5,500,000 common share purchase warrants of the Resulting Issuer (the "Resulting Issuer CDR 2010 Warrants"). Each whole Resulting Issuer CDR 2010 Warrant entitles the holder to acquire one Resulting Issuer Share at a price of $0.20 per share until August 12, 2015. One of the investors in the units was Juno, which received 1,800,000 additional CDR Shares and 3,000,000 Resulting Issuer CDR 2010 Warrants pursuant to the above-noted amendments. See Principal Securityholders of the Resulting Issuer below.

Filing Statement Amendments and Updated Financial Statements

The following information updates and replaces, as applicable, the disclosure about the Resulting Issuer, including disclosure about the Resulting Issuer's expected business objectives, milestones, pro forma consolidated capitalization, intended use of funds and fully diluted share capital, set out in Amalfi's filing statement dated March 29, 2010 (the "Filing Statement") which is available on SEDAR and Amalfi's press releases issued on May 17, May 31 and July 23, 2010.

The interim financial statements of CDR for the three months ended March 31, 2010 are attached hereto and marked Exhibit "A" and the pro forma financial statements of the Resulting Issuer as at March 31, 2010 are attached hereto and marked Exhibit "B". The interim financial statements for the three months ended March 31, 2010 of Amalfi are available on SEDAR.

Capitalized terms used in the following sections that are not otherwise defined herein have the meanings assigned to them in the Filing Statement.

OPERATIONS UPDATE

Mining at the Big Branch (Cheyenne) surface mine has been continuous since the acquisition of the mine on October 1, 2009. The Resulting Issuer has averaged coal production of 30,553 tons per month over the past 8 months and the proceeds of the CDR Private Placement will be used to increase production to a targeted 65,000 tons per month beginning October 2010. The Resulting Issuer intends to make capital expenditures of US$2,400,000 at the Big Branch (Cheyenne) surface mine as follows: US$950,000 will be expended on the current mining fleet to repair key components; the balance of US$1,450,000 will be used to acquire additional equipment enabling the production forecast of 65,000 tons per month beginning in October 2010.

BUSINESS OBJECTIVES

The Resulting Issuer will concentrate its efforts on developing an asset base in the central Appalachian coal producing region of the United States, and may expand internationally as opportunities allow. The central Appalachian area includes parts of West Virginia, Virginia, Kentucky, Ohio and Tennessee. Central Appalachia's history of producing large volumes of thermal and metallurgical coal, along with the under-utilized coal infrastructure already in place make the area ideal for the implementation of business model. Coal assets in the area can be acquired and brought into production relatively quickly.

The Resulting Issuer's principal initial business objective is to utilize its available working capital and available cash flow from operations to achieve its principal milestones as described below.

MILESTONES

The principal milestones necessary to be achieved by Royal Coal in 2010 and 2011 in order for Royal Coal to achieve success in its business plan are:


Project  Milestone                                      Target          Cost
                                                          Date
----------------------------------------------------------------------------
Big      Add scheduled equipment and add fourth      September US$ 1,450,000
 Branch  production spread of equipment to increase       2010
         production

         Own permit; post bonding                     November US$ 1,000,000
                                                          2011

WORKING CAPITAL OF THE RESULTING ISSUER

Based on current working capital projections, the Resulting Issuer's working capital available to fund ongoing operations, together with its revenue from operations and the proceeds of the Private Placement, is expected by management of the Resulting Issuer to meet its work program and administration costs for a minimum of 18 months without further additional capital. The projections of the Resulting Issuer assume the following factors: (a) coal production will be from the Big Branch (Cheyenne) mine only; (b) coal production from the Big Branch (Cheyenne) mine of 34,000 tons per month initially and increasing to 65,000 tons per month beginning October 2010; (c) further capital equipment expenditures of US$2,400,000 as described above; (d) average coal prices of US$61 for the balance of 2010 and US$69.50 in 2011 which are based on existing contracts and contract prices currently being negotiated by the Resulting Issuer. The price assumptions of the Resulting Issuer for 2011 are based on prevailing market prices and the forward price curve for the Resulting Issuer's grade of coal. The Resulting Issuer is currently negotiating coal sales contracts for 2011 at the projected prices; and (e) average mining costs per ton of US$54 for the balance of 2010 and US$50 in 2011, which are based on actual costs of the Resulting Issuer experienced to date and projected to the end of 2010. The average mining costs projected for 2010 are based on current costs of the Resulting Issuer adjusted for anticipated changes in materials and labour. Significant risks to be considered include, without limitation, the risk that the Resulting Issuer might not receive the prices for its coal that are used in its projections; the Resulting Issuer's production costs coming in higher than expected; the Resulting Issuer's production levels and availability (uptime) of the coal production equipment being lower than expected; the Resulting Issuer being unable to acquire necessary equipment for purchase or lease; non-cooperation of suppliers and management with respect to significant current and past due accounts payable and compensation owing; the Resulting Issuer not being able to renew its lease on the Charlene rail load-out facility it uses to ship coal; the Resulting Issuer not meeting its outstanding financial or payment covenants in relevant loan arrangements and related future production targets; and the other factors discussed under "Risk Factors" in the Filing Statement.

The minimum 18 month working capital projections of the Resulting Issuer assume that CDR will exercise its option in March 2011 to convert the principal amount of the Juno Loan into Resulting Issuer Shares.

As at March 31, 2010, Royal Coal will have a pro forma consolidated working capital deficiency of US$3,943,822. The opening pro forma consolidated working capital of Royal Coal was calculated after giving effect to the following:


                                        Pro forma as at March 31, 2010 after
                                             giving effect to the Qualifying
                                                                 Transaction
                                    ----------------------------------------
Expenses of CDR for the Amalgamation                              US$120,000

Expenses of Amalfi for the                                        US$388,000
 Amalgamation
                                    ----------------------------------------
                                                                  US$508,000

In the three months ending March 31, 2010, CDR's cost of sales of $8.53 million exceeded its revenue of $5.76 million due to CDR's higher than expected costs of opening multiple mining areas on the Big Branch property and repairing and maintaining its used fleet of equipment. Royal Coal expects that its planned expenditures on capital equipment using proceeds from the Private Placement, as noted below, combined with improved equipment maintenance and mine planning will increase production to profitable levels.

USE OF CASH PROCEEDS FROM PRIVATE PLACEMENT

Royal Coal intends to, or will have used, the gross cash proceeds from the Private Placement (US$4,612,128), and the pro forma cash balance at March 31, 2010 ($5,271,478) as follows:


                                                   Use of Cash Proceeds from
                                                         Private Placement -
                                                                      US$(1)

                                                   -------------------------
Expenditures on capital equipment at Big branch             $      1,450,000
 Mining Operations
Payment in respect of the Indebtedness                      $      1,000,000
Payment in respect of GC Global Capital Inc.'s              $         24,272
 convertible debenture
Payment in respect of the CDR Cheyenne Debentures           $        800,000
Expenses for the Business Combination                       $        508,000
General and Administrative Expenses                         $        829,856

Notes:

(1) Notwithstanding its pro forma consolidated working capital deficiency of
    US$3,943,822 as at March 31, 2010, Royal Coal believes that it has
    sufficient funds to carry out its operations, based on the assumptions
    set out above under "Working Capital of the Resulting Issuer".

Royal Coal intends to spend the funds available to it on completion of the Qualifying Transaction to further its stated business objectives. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for Royal Coal to achieve its stated business objectives.

Management of Royal Coal estimates that the aggregate monthly general and administrative expenses to be incurred by Royal Coal will be approximately US$167,000, for an aggregate of approximately US$2,040,000 per annum. These expenses are expected to be paid from available working capital and cash-flow from operations. Based on a management prepared budget, revenues from the operations of Royal Coal are expected to cover the estimated administration costs of Royal Coal upon the closing of the Amalgamation.

CONSOLIDATED CAPITALIZATION OF THE RESULTING ISSUER

The expected capitalization of the Resulting Issuer, after giving effect to the Qualifying Transaction and CDR Private Placement, is as follows:


                                                          Outstanding in the
                                                            Resulting Issuer
                                                         After Giving Effect
                                                           to the Qualifying
                                                             Transaction and
Capital                                      Authorized  Certain Matters (1)
---------------------------------------- -------------- --------------------
                                                                 (unaudited)

Long-term Debt                                      N/A     US$4,730,936 (2)
Current Portion of Long-Term Debt                   N/A       US$369,167 (2)
Resulting Issuer Shares                       Unlimited     US$14,261,329(3)
                                                          (94,250,007)(4)(5)
Resulting Issuer special shares               Unlimited                  Nil

Notes:

(2) Pursuant to the Amalfi Stock Option Plan, the Resulting Issuer has
    reserved 11,291,331 Resulting Issuer Shares for stock options.

(3) See the pro forma financial statements of the Resulting Issuer as at
    March 31, 2010 attached as Exhibit "B" hereto. Upon completion of the
    Qualifying Transaction, the Cheyenne Debentures and the CDR Global
    debentures are classified as long term debt, since the undiscounted face
    value of $4,550,000 is not payable within 12 months of the Qualifying
    Transaction. The Juno Loan maturity date of March 31, 2011 is less than
    12 months from the Qualifying Transaction date, resulting in the
    $5,750,000 undiscounted face value of the Juno Loan being reclassified
    as current debt.

(4) In accordance with generally accepted accounting principles for a
    reverse takeover transaction, the dollar value of the share capital of
    Resulting Issuer after the completion of the Amalgamation will be the
    dollar value of the share capital of CDR immediately prior to completion
    of the Amalgamation, together with the net value of Amalfi. In addition,
    the deficit of Resulting Issuer will be the deficit of CDR immediately
    prior to the completion of the Qualifying Transaction, which as at March
    31, 2010 after the deduction of stock-based compensation costs,
    commissions, consultant fees and related expenses is (US$15,126,025).

(5) Not including any Resulting Issuer Shares issuable pursuant to the
    exercise of any convertible securities of the Resulting Issuer.

(6) See Fully-Diluted Share Capital Table below.

Fully Diluted Share Capital of the Resulting Issuer

The following table describes the expected the fully-diluted share capital of the Resulting Issuer, after giving effect to the Qualifying Transaction and CDR Private Placement.


                                                   Number of
                                                   Resulting
                                               Issuer Shares     Percentage
                                                    Assuming       Assuming
                                               Completion of  Completion of
                                                         the            the
Outstanding Resulting Issuer Shares             Amalgamation   Amalgamation
----------------------------------------------------------------------------
Resulting Issuer Shares issued after               5,869,000           3.68%
 Completion of Amalgamation and
 Consolidation to former holders of Amalfi
 Shares
Resulting Issuer Shares issued after              55,678,484          34.89%
 Completion of Amalgamation and
 Consolidation to former holders of CDR
 Shares
Additional Resulting Issuer Shares issued          3,300,000           2.07%
 after Completion of Amalgamation to former
 holders of January Units(6)
Additional Resulting Issuer Shares issued          1,652,523           1.04%
 after Completion of Amalgamation to holders
 of CDR Shares that exercised their CDR PKM
 MOU Rights
Resulting Issuer Shares issued after              23,425,000          14.68%
 Completion of Amalgamation and
 Consolidation to Investors in the CDR
 Private Placement(1)
Resulting Issuer Shares issued after               4,125,000           2.58%
 Completion of Amalgamation and
 Consolidation to Trade Creditors(1)(7)
Resulting Issuer Shares issued as finder's           200,000           0.13%
 fee pursuant to the Qualifying Transaction
                                             ---------------
                                    Subtotal      94,250,007


Reserved Resulting Issuer Shares(2)
---------------------------------------------
Securities reserved for issuance pursuant to      27,550,000          17.26%
 Resulting Issuer CDR New Warrants(1)(7)

Securities reserved for issuance pursuant to       7,735,407           4.85%
 Resulting Issuer CDR Warrants

Securities reserved for issuance pursuant to       5,500,000           3.45%
 Resulting Issuer CDR 2010 Warrants(6)

Securities reserved for issuance pursuant to         518,446           0.33%
 Resulting Issuer CDR Broker Warrants

Securities reserved for issuance pursuant to       2,060,600           1.29%
 Resulting Issuer CDR New Broker Warrants
 (including the underlying CDR Warrants) (3)

Securities reserved for issuance pursuant to       8,050,000           5.04%
 Resulting Issuer CDR Options

Securities reserved for issuance pursuant to       8,400,000           5.26%
 Resulting Issuer CDR Cheyenne Debentures(4)

Securities currently reserved for issuance           700,000           0.44%
 pursuant to Resulting Issuer CDR Global
 Debentures(5)

Securities reserved for issuance pursuant to         580,000           0.36%
 Resulting Issuer Amalfi Options

Securities reserved for issuance pursuant to       1,657,143           1.04%
 Resulting Issuer New Warrants

Securities reserved for issuance pursuant to       2,661,331           1.67%
 Resulting Issuer New Options(8)


Securities reserved for issuance pursuant to    Number to be   Number to be
 conversion of Juno Loan(9)                       determined     determined
                                             -------------------------------
Total Fully-Diluted Resulting Issuer Shares      159,662,934            100%

Notes:

(1) Upon completion of the CDR Private Placement and the CDR Debt
    Settlement, the Resulting Issuer issued an additional 23,425,000 and
    4,125,000 Resulting Issuer Units (27,550,000 in total), respectively,
    comprised of an aggregate of 27,550,000 Resulting Issuer Shares and
    27,550,000 Resulting Issuer CDR New Warrants in replacement of the
    27,550,000 CDR Units issued pursuant to the CDR Private Placement and
    the CDR Debt Settlement. Each Resulting Issuer CDR New Warrant entitles
    the holder to acquire one Resulting Issuer Share at a price of $0.20 per
    share until the date that is 60 months from the closing of the CDR
    Private Placement on August 12, 2010.

(2) The Amalfi Agents Options previously disclosed in the Filing Statement
    have expired, and no Resulting Issuer Amalfi Agents' Options will be
    issued in connection with the Closing of the Business Combination.

(3) The Resulting Issuer issued 1,030,300 Resulting Issuer CDR New Broker
    Warrants in replacement of the 1,030,300 CDR New Broker Warrants issued
    pursuant to the CDR Private Placement, each entitling the holder to
    acquire one Resulting Issuer Unit at a price of $0.20 per Unit until
    five years from the closing of the CDR Private Placement being comprised
    of 1,030,300 Resulting Issuer Shares and 1,030,300 Resulting Issuer CDR
    New Warrants.

(4) The US$5,000,000 principal amount of CDR Cheyenne Debentures were issued
    pursuant to the Big Branch Acquisition and matured on April 1, 2011.
    They bear interest at 12% per annum and are convertible into CDR Shares
    on the basis of one CDR Share for each US$0.50 principal amount of
    debentures until maturity. For additional information see the notes to
    the financial statements for the three months ended March 31, 2010 of
    CDR attached as Exhibit "A" hereto and the notes to the pro forma
    financial statements of the Resulting Issuer as at March 31, 2010
    attached as Exhibit "B" hereto. On closing, CDR paid US$800,000
    principal amount of the CDR Cheyenne Debentures, resulting in a
    principal amount owing of US$4,200,000 under the CDR Cheyenne Debentures
    and the issuance on conversion of the remaining principal amount of up
    to 8,400,000 Resulting Issuer Shares.

(5) The $375,000 principal amount of CDR Global Debentures currently
    outstanding matures on December 31, 2010, bear interest at 12% per
    annum, and are convertible into CDR Shares on the basis of one CDR Share
    for each $0.50 (subject to the adjustment provisions in the CDR Global
    Debentures) principal amount of debentures until maturity. For
    additional information see the notes to the financial statements for the
    three months ended March 31, 2010 of CDR attached as Exhibit "A" hereto
    and the notes to the pro forma financial statements of the Resulting
    Issuer as at March 31, 2010 attached as Exhibit "B" hereto. On closing,
    CDR paid $25,000 principal amount of the CDR Global Debentures,
    resulting in principal amount owing of $350,000 under the CDR Global
    Debentures, and the issuance on conversion of the remaining principal
    amount of up to 700,000 Resulting Issuer Shares.

(6) In accordance with the January Unit Agreements, investors who subscribed
    for an aggregate of 2,200,000 units of CDR at a price of $0.50 per unit
    in January 2010 received an additional 3,300,000 CDR Shares for no
    additional consideration (so, following the closing of the Business
    Combination, they held an aggregate of 5,500,000 Resulting Issuer
    Shares). In addition, the 2,200,000 share purchase warrants originally
    forming part of such units were cancelled and such investors instead
    received 5,500,000 Resulting Issuer CDR 2010 Warrants. Each whole
    Resulting Issuer CDR 2010 Warrant entitles the holder to acquire one
    Resulting Issuer Share at a price of $0.20 per share until August 12,
    2015.

(7) CDR entered into a debt settlement agreement with two Trade Creditors,
    pursuant to which CDR agreed to issue 4,125,000 CDR Units with an
    aggregate value of $825,000 to the Trade Creditors in exchange for the
    cancellation of $825,000 in outstanding trade payables.

(8) Assuming the maximum 2,661,331Resulting Issuer New Options are granted.

(9) CDR entered into an agreement with Juno, which amended the terms of the
    Juno Loan. In accordance with such agreement, Juno granted CDR an option
    to convert the principal amount of the Juno Loan into Resulting Issuer
    Shares at a conversion price equal to the greater of (i) $0.20 and (ii)
    the weighted average market price of the Resulting Issuer Shares for the
    20 trading days prior to the date notice is received exercising the
    option. The option is exercisable at any time up until 20 days prior to
    the maturity date of the Juno Loan, which is March 31, 2011.

OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES OF THE RESULTING ISSUER

The following table describes the options and other rights to purchase Resulting Issuer Shares outstanding, after giving effect to the Qualifying Transaction and CDR Private Placement.


Nature of                               Number of   Exercise
 Security                  Holder      Securities      Price     Expiry Date
----------------------------------------------------------------------------
Resulting Issuer       Directors, Up to 2,661,331      $0.20  Ten years from
 New Options         Officers and                                the date of
                   Consultants of                                      grant
                    the Resulting
                           Issuer

Resulting Issuer    Directors and         580,000      $0.20 August 12, 2011
 Amalfi               Officers of                               and November
 Options(1)                Amalfi                                   30, 2012

Resulting Issuer    Directors and       2,500,000      $0.25   September 30,
 CDR Options      Officers of CDR                                   2010 and
                                                                 October 25,
                                                                        2012

                                        5,550,000      $0.50      August 14,
                                                              2013, November
                                                                    6, 2014,
                                                                November 16,
                                                                    2014 and
                                                                December 10,
                                                                        2014

Resulting Issuer    Agents of CDR         133,635      $1.25    November 28,
 CDR Broker          2009 Private                                       2010
 Warrants           Placement and
                            other
                       financings
                                          304,811    US$0.50     October 13,
                                                                    2011 and
                                                                 November 2,
                                                                        2011

                                           80,000      $0.50 January 8, 2012

Resulting Issuer  Securityholders       1,744,600      $0.25     October 25,
 CDR Warrants              of CDR                                       2010

                                        1,000,000      $0.50     October 21,
                                                                        2011

                                        4,354,445    US$0.50  June 25, 2011,
                                                               July 7, 2011,
                                                              July 10, 2011,
                                                               July 15, 2011
                                                             and October 15,
                                                                        2011

                                          636,362      $1.25    November 28,
                                                                        2010

Resulting Issuer  Securityholders       5,500,000      $0.20 Five years from
 CDR 2010                  of CDR                                the Closing
 Warrants                                                               Date

Resulting Issuer  Shareholders of       1,657,143      $0.20  Two years from
 New Warrants              Amalfi                                the Closing
                                                                        Date

Resulting Issuer  Securityholders      27,550,000      $0.20 Five years from
 CDR New                   of CDR                                the Closing
 Warrants(2)                                                            Date

Resulting Issuer    Agents of CDR       1,030,000      $0.20 Five years from
 CDR New Broker           Private                                the Closing
 Warrants(3)            Placement                                       Date

Notes:

(1) After giving effect to the Consolidation, there were 580,000 Amalfi
    Options outstanding (instead of 331,429 Amalfi Options as disclosed in
    the Filing Statement). Each Amalfi Option was exchanged/continued into
    one Resulting Issuer Amalfi Option, exercisable at a price of $0.20 per
    share (instead of $0.35 per share as disclosed in the Filing Statement)
    until (i) August 12, 2011, in the case of 446,500 Resulting Issuer
    Amalfi Options, and (ii) November 30, 2012 in the case of 133,500
    Resulting Issuer Amalfi Options.

(2) Includes the 23,425,000 Resulting Issuer CDR New Warrants issued
    pursuant to the CDR Private Placement and the 4,125,000 Resulting Issuer
    CDR New Warrants issued pursuant to the CDR Debt Settlement.

(3) The Resulting Issuer issued 1,030,300 Resulting Issuer CDR New Broker
    Warrants in replacement of the 1,030,300 CDR New Broker Warrants issued
    pursuant to the CDR Private Placement, each entitling the holder to
    acquire one Resulting Issuer Unit at a price of $0.20 per Unit until two
    years from the closing of the CDR Private Placement being comprised of
    1,030,300 Resulting Issuer Shares and 1,030,300 Resulting Issuer CDR New
    Warrants. If the 1,030,300 CDR New Warrants underlying the Resulting
    Issuer CDR New Broker Warrants are exercised, an additional 1,030,000
    Resulting Issuer Shares will be issuable.

There is no assurance that the options, warrants or other rights described above will be exercised in whole or in part.

ESCROWED SECURITIES OF THE RESULTING ISSUER

The following table sets out the number of securities of the Resulting Issuer which will be held subject to escrow:


                                                  Number of
                                              Securities in   Percentage of
                                               Escrow after     Class after
                                              Completion of   Completion of
                                                 Qualifying      Qualifying
Designation of Class                            Transaction  Transaction(1)
----------------------------------          --------------- ----------------
Resulting Issuer Shares                       25,877,414(2)           27.45%

Resulting Issuer CDR 2010 Warrants                3,000,000           54.54%

Resulting Issuer CDR New Warrants                 1,500,000            5.44

Resulting Issuer CDR Warrants                     1,000,000           12.92

Notes:

(1) Prior to the issuance of the Resulting Issuer Shares issuable upon
    exercise of any convertible securities of the Resulting Issuer, and not
    including any securities which may be issued pursuant to the CDR Private
    Placement.

(2) This number includes (i) 1,300,000 Resulting Issuer Shares issued in
    exchange for the escrowed securities of Amalfi, (ii) 22,910,749 New
    Escrowed Shares (defined below) after giving effect to the Amalgamation
    and the Consolidation, and (iii) 1,666,665 Resulting Issuer Shares held
    by arm's length parties of CDR.

In addition to the 1,300,000 Resulting Issuer Shares held in escrow pursuant to the Amalfi Escrow Agreement, certain shareholders listed below have entered into a Form 5D escrow agreement with CIBC Mellon and the Resulting Issuer (the "TSX Venture Escrow Agreement"), as required by the TSX Venture pursuant to which they have deposited 22,910,749 Resulting Issuer Shares described below (the "New Escrowed Shares") into escrow with CIBC Mellon. The TSX Venture Escrow Agreement is a value escrow agreement which will provide for a release of 10% of the New Escrowed Shares at the time of the final exchange notice accepting completion of the Amalgamation (the "Exchange Notice") and 15% every six (6) months thereafter. Pursuant to the TSX Venture Escrow Agreement, the New Escrowed Shares can only be transferred in accordance with the TSX Venture policies.

The following is disclosure regarding the escrowed securities of the Resulting Issuer:


Name and Municipality of                          Prior to       After the
 Residence                           Class    Amalgamation    Amalgamation
-------------------------  --------------- --------------- -----------------

                                                 Number of      Number and
                                                 Resulting   Percentage of
                                                    Issuer       Resulting
                                                Securities          Issuer
                                                             Securities(3)
                                           ---------------------------------
Juno Special Solutions              Common      14,200,000    16,000,000(4)
 Corporation                                                        (16.98%)
Toronto, Ontario

                                 Resulting       3,000,000       3,000,000
                           Issuer CDR 2010                          (54.54%)
                                  Warrants

Michael L. Rousseau                 Common       600,000(1)      300,000(2)
Calgary, Alberta                                                     (0.32%)

S. Raymond Ludwig                   Common       600,000(1)      300,000(2)
Calgary, Alberta                                                     (0.32%)

Charles (Chip) D. Burgess           Common       600,000(1)      300,000(2)
Calgary, Alberta                                                     (0.32%)

Murray R. Hinz                      Common       600,000(1)      300,000(2)
Calgary, Alberta                                                     (0.32%)

Douglas M. Stuve                    Common       200,000(1)      100,000(2)
Calgary, Alberta                                                     (0.11%)

Michael J. Campbell                 Common         233,333         233,333
Mississauga, Ontario                                                 (0.25%)

                                 Resulting         400,000           (5.17%)
                                Issuer CDR
                                  Warrants

James Hannah                        Common             Nil             Nil
Toronto, Ontario

James A. Flores                     Common             Nil             Nil
Noblesville, Indiana

A. Thomas Griffis                   Common       1,955,557       1,955,557
Toronto, Ontario                                                     (3.04%)

Elia Crespo                         Common         283,336         283,336
Mississauga, Ontario                                                 (0.48%)

                                 Resulting         600,000           (7.75%)
                                Issuer CDR
                                  Warrants

Peter K. Moran                      Common       1,788,523     1,788,523(5)
Mashpee, Massachusetts                                               (1.90%)

Robert Heuler                       Common             Nil             Nil
Pittsburg, Pennsylvania

James O'Neill                       Common             Nil             Nil
Ajax, Ontario

Scott Hand                          Common       1,000,000     2,500,000(6)
Toronto, Ontario                                                     (2.65%)

                                 Resulting       1,500,000       1,500,000
                            Issuer CDR New                           (5.44%)
                                  Warrants

John Ellis                          Common         100,000         100,000
Spring Creek, Nevada                                                 (0.11%)

James Ladner                        Common          50,000          50,000
Kilchberg, Switzerland                                               (0.05%)

Dino Titaro                         Common             Nil             Nil
Oakville, Ontario

Notes:

(1) Number of shares prior to the completion of the Consolidation.

(2) After completion of the Consolidation and the CDR Private Placement.

(3) Prior to the issuance of any Resulting Issuer Shares issuable upon
    exercise of any convertible securities of the Resulting Issuer.

(4) Includes the 1,800,000 Resulting Issuer Shares issued to Juno in
    connection with the January Unit Agreements, as described in the "Fully
    Diluted Share Capital of the Resulting Issuer" table above.

(5) Peter K. Moran, the Chief Operating Officer of the Resulting Issuer,
    holds 1,788,523 Resulting Issuer Shares indirectly through PKM Holdings
    LLC, which is a company controlled by Mr. Moran.

(6) Includes the 1,500,000 Resulting Issuer Shares issued to Scott Hand
    pursuant to the CDR Private Placement.

An additional 1,666,665 Resulting Issuer Shares issued in exchange for 1,666,665 CDR Shares held by arm's length parties of CDR are subject to escrow requirements under the TSX Venture seed share sale restrictions in accordance with the policies of the TSX Venture and are releasable under the same terms of the TSX Venture Escrow Agreement.

In accordance with the policies of the TSX Venture, 3,000,000 Resulting Issuer CDR 2010 Warrants, 1,500,000 Resulting Issuer CDR New Warrants and 1,000,000 Resulting Issuer CDR Warrants were also deposited into escrow with CIBC Mellon.

PRINCIPAL SECURITYHOLDERS OF THE RESULTING ISSUER

The following are the only Persons who will, directly or indirectly, own or direct control or direction over more than 10% of the Resulting Issuer Shares after the completion of the Amalgamation, the CDR Private Placement and after giving effect to the Consolidation.


                                                  Number of
                                                  Resulting
Name and Municipality of            Type of          Issuer   Percentage of
 Residence                        Ownership      Securities        Class(2)
--------------------------- --------------- --------------- ----------------
Juno Special Situations              Direct  16,000,000(1)            16.98%
 Corporation(3)                               Common Shares
Toronto, Ontario

                                     Direct    3,000,000(1)           54.54%
                                                       (4)
                                                  Resulting
                                            Issuer CDR 2010
                                                   Warrants

Notes:

(1) These Resulting Issuer Shares and 3,000,000 Resulting Issuer CDR 2010
    Warrants are held in escrow pursuant to the TSX Venture Escrow
    Agreement. This amount does not include any Resulting Issuer Shares
    issuable to Juno in connection with the conversion of the Juno Loan.

(2) Prior to the issuance of Resulting Issuer Shares issuable upon exercise
    of any convertible securities of the Resulting Issuer.

(3) No single shareholder of Juno or any shareholders acting jointly or in
    concert with one another owns more than 10% of the outstanding shares of
    Juno.

(4) Each whole Resulting Issuer CDR 2010 Warrant entitles the holder to
    acquire one Resulting Issuer Share at a price of $0.20 per share until
    August 12, 2015.

Trading of Resulting Issuer Shares

The completion of the Business Combination has received conditional approval of TSX Venture and is subject to its final approval, which Royal Coal expects to receive after completion of the required filings.

The Resulting Issuer Shares are expected to commence trading under the symbol "RDA" after TSX Venture issues its final bulletin, with trading expected to be reinstated on or about August 24, 2010.

About Royal Coal

The board of directors of Royal Coal is comprised of A. Thomas Griffis, Elia Crespo, Michael Rousseau, Scott Hand, Dino Titaro, James Ladner and John Ellis.

Royal Coal is a coal exploration and production company, headquartered in Toronto, Ontario, Canada with a regional office in Hazard, Kentucky, U.S.A. whose primary business focus is developing producing surface coal mining operations in the Central Appalachian coal producing region of the United States, which includes parts of West Virginia, Virginia, Kentucky, Ohio, and Tennessee.

The completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Royal Coal should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. The forward-looking statements contained in this press release are made as of the date hereof and Royal Coal undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

EXHIBIT "A"


CDR Minerals Inc.

Consolidated Financial Statements
For the three months ended March 31, 2010
(expressed in US dollars)
(unaudited)

Notice of no Auditor Review - Financial Statements

Under National Instrument 51-102, Part 4, Subsection 4.3 (3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Corporation have been prepared by and are the responsibility of the Corporation's management. The Corporation's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements.


CDR MINERALS INC.
CONSOLIDATED BALANCE SHEETS
(expressed in US dollars)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
As at                                               March 31    December 31
                                                        2010           2009
----------------------------------------------------------------------------
                                                 (unaudited)      (audited)

                                   ASSETS
Current
Cash                                           $     440,844  $     800,099
Accounts receivable                                1,116,402        243,093
Prepaid expenses and other current assets            534,325        471,047
Inventory                                            110,090        342,098
Quebec tax credit and mining duties refundable       128,043        130,979
Investment (note 3)                                   98,445         95,150
----------------------------------------------------------------------------
                                                   2,428,149      2,083,276

Capital assets, net (note 4)                       1,359,283        915,562
Mineral properties (note 5)                       13,373,015     13,525,484
----------------------------------------------------------------------------
                                                $ 17,160,447   $ 16,524,322
----------------------------------------------------------------------------

                                LIABILITIES
Current
Accounts payable and accrued liabilities (note
 14)                                           $   6,285,272  $   3,189,764
Bank loan (note 6)                                   506,125              -
Notes payable, current portion (note 7)            4,759,067      2,000,000
Convertible debentures, current portion (note
 8)                                                  369,167        356,813
----------------------------------------------------------------------------
                                                  11,919,631      5,546,576
----------------------------------------------------------------------------

Asset retirement obligation (note 10)                274,574        262,579
Notes payable (note 7)                                     -        860,792
Convertible debentures (note 8)                    4,730,936      4,669,884
----------------------------------------------------------------------------
                                                  16,925,141     11,339,831
----------------------------------------------------------------------------

                            SHAREHOLDERS' EQUITY
Capital stock (note 9)                            11,323,709     10,693,870
Shares to be issued (note 9)                         771,702        771,702
Warrants (note 9)                                  1,250,540        864,016
Contributed surplus (note 9)                       2,149,150      1,602,603
Equity portion of convertible debentures (note
 8)                                                  408,333        408,333
Accumulated other comprehensive loss                (542,103)      (542,103)
Deficit                                          (15,126,025)    (8,613,929)
----------------------------------------------------------------------------
                                                     235,306      5,184,491
----------------------------------------------------------------------------
                                                $ 17,160,447   $ 16,524,322
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Nature of operations and going concern (note 1)
Commitments and subsequent events (notes 6, 7, 15 and 16)

See accompanying notes to consolidated
 financial statements

Approved by the board of directors            "Tom Griffis"  "Elia Crespo"

                                              ------------------------------
                                              Director       Director


CDR MINERALS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS, DEFICIT, OTHER COMPREHENSIVE LOSS AND
ACCUMULATED OTHER COMPREHENSIVE LOSS
(expressed in US dollars - unaudited)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
For the three months ended March 31                     2010           2009
----------------------------------------------------------------------------

Revenues                                       $   5,756,212  $           -
Cost of sales                                      8,531,558              -
----------------------------------------------------------------------------
                                                  (2,775,344)             -
----------------------------------------------------------------------------

Expenses
Accretion on notes payable (note 7) and
 convertible debentures (note 8)                   1,413,880          2,714
Amortization                                           1,829          1,229
General and administration                           580,901         53,525
Interest on notes payable (note 7) and
 convertible debentures (note 8)                     400,678         17,820
Management and consulting (note 12)                  528,610        398,199
Professional fees                                    116,631         11,787
Stock-based compensation (note 9)                    546,547         35,046
Travel                                                26,186         40,794
Write-off of mineral exploration properties
 (note 5)                                                  -         32,052
----------------------------------------------------------------------------
                                                   3,615,262        593,167
----------------------------------------------------------------------------

Loss before undernoted                            (6,390,606)      (593,167)
Interest income                                       26,052            312
Foreign exchange gain (loss)                        (147,541)        33,400
----------------------------------------------------------------------------
Net loss and comprehensive loss for the period $  (6,512,094) $    (598,902)
----------------------------------------------------------------------------
Basic and diluted net loss per share           $       (0.12) $       (0.02)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Weighted average shares outstanding               55,382,373     43,752,727
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Deficit
Balance, beginning of period                   $  (8,613,930) $  (1,469,747)
Net loss for the period                           (6,512,094)      (559,455)
----------------------------------------------------------------------------
Balance, end of period                         $ (15,126,024) $  (2,029,202)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated other comprehensive loss
Balance, beginning of period                   $    (542,103) $  (1,198,858)
Change in foreign exchange translation                     -        (39,447)
----------------------------------------------------------------------------
Balance, end of period                         $    (542,103) $  (1,238,305)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

See accompanying notes to consolidated financial statements

CDR MINERALS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in US dollars - unaudited)

----------------------------------------------------------------------------
----------------------------------------------------------------------------
For the three months ended March 31                    2010            2009
----------------------------------------------------------------------------

Cash provided by (used in)
Operations
Net loss                                      $  (6,512,094)  $    (559,455)
Items not involving cash
 Accretion on notes payable and convertible
  debentures                                      1,413,880           2,714
 Accretion of provision for asset retirement
  obligation                                         11,995               -
 Amortization and depletion                         293,433           1,229
 Unrealized foreign exchange gain (loss) on
  investments                                         3,295               -
 Unrealized foreign exchange gain (loss)            159,013               -
 Write-off of mineral exploration properties              -          32,052
 Stock-based compensation                           546,547          35,046
----------------------------------------------------------------------------
                                                 (4,083,931)       (534,222)
Net change in non-cash working capital
 Accounts receivable                               (873,309)              -
 Quebec tax credit and mining duties
  refundable                                          2,111         (28,649)
 Prepaid expenses and other current assets          (63,278)        (16,300)
 Inventory                                          232,818               -
 Accounts payable and accrued liabilities         2,795,508         234,905
 Due to related parties                                   -          22,487
----------------------------------------------------------------------------
                                                 (1,990,082)       (321,780)
----------------------------------------------------------------------------
Investing
Purchase of capital assets                         (583,860)        (13,182)
Mineral exploration properties                            -        (481,866)
Deposit on capital assets                                 -         130,781
----------------------------------------------------------------------------
                                                   (583,860)       (364,267)
----------------------------------------------------------------------------
Financing
Proceeds from share issuance, net                 1,016,363               -
Proceeds of notes payable, net                      692,199               -
Proceeds from bank loan                             506,125               -
Deferred financing charges                                -         (16,292)
----------------------------------------------------------------------------
                                                  2,214,687         (16,292)
----------------------------------------------------------------------------
Net change in cash                                 (359,255)       (702,339)
Cash, beginning of period                           800,099       1,859,733
----------------------------------------------------------------------------
Cash, end of period                           $     440,844   $   1,157,394
----------------------------------------------------------------------------

Supplemental cash flow information (note 11)

Interest paid                                 $     388,349   $       2,192
----------------------------------------------------------------------------
See accompanying notes to consolidated financial statements

1. Nature of operations and going concern

CDR Minerals Inc. (the "Company") was incorporated under the laws of Ontario. The Company's principal business is the acquisition and development of high quality coal mining operations in the Central Appalachian Basin of the United States and base metal exploration in Quebec.

The Company was in the exploration stage until September 30, 2009 when it acquired and commenced coal mining operations at its Big Branch property near Hazard, Kentucky.

The Company has not yet determined whether it's Quebec mineral property interest contains reserves that are economically recoverable. The recoverability of amounts shown for mineral property interests is dependent upon the ability of the Company to obtain financing to complete the exploration and development of its mineral property interests, the existence of economically recoverable reserves and future profitable production, or alternatively, upon the Company's ability to recover its costs through a disposition of its mineral property interests. The amounts shown for mineral resource properties do not necessarily represent present or future value. Changes in future conditions could require a material change in the amount recorded for mineral property interests.

The Company is exposed to commodity price risk with respect to coal and base metal prices. A significant decline in coal and base metal prices may affect the Company's ability to obtain capital for the exploration and development of its mineral property interests.

The Company has not yet demonstrated profitable production at its Big Branch property and additional funding is required to finance its operations and the exploration of mineral resource properties. There is substantial doubt as to the Company's ability to continue as a going concern. The Company is actively seeking to raise the necessary capital to meet its funding requirements. Although the Company has been successful in raising funds to date, there can be no assurance that additional funding will be available in the future. As such, these consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.

2. Significant accounting policies

These unaudited interim financial statements of the Company have been prepared using accounting policies that are consistent with the policies used in preparing the Company's annual financial statements. Generally accepted accounting principles for interim financial statements do not conform in all respects to the disclosures required for annual financial statements, and accordingly, these unaudited interim financial statements should be read in conjunction with the annual financial statements.

Inventory

Coal inventory, valued at the lower of cost and net realizable value, is measured at the average production cost for extraction and is relieved on a first-in, first-out basis. Production costs include direct labour, benefits, direct materials and other direct production costs, including depletion and amortization. Given the significant costs in the first year of operations, the inventory costs exceeded the net realizable value and as such, the inventory has been written down to its net realizable value at December 31, 2009 and March 31, 2010.

Future accounting changes

On January 1, 2011, the Company will adopt CICA Handbook Section 1582, "Business Combinations", which will replace Section 1581, "Business Combinations". The new standard establishes standards for the recognition and measurement of identifiable assets acquired, liabilities assumed, non-controlling interest in the acquiree and goodwill acquired in a business combination.

On January 1, 2011, the Company will adopt CICA Handbook Sections 1601, "Consolidated Financial Statements" and Section 1602, "Non-controlling Interests", which together will replace section 1600, "Consolidated Financial Statements". Section 1601 establishes standards for the preparation of consolidated financial statements and Section 1602 establishes standards for accounting for a non- controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination.

The Company is in the process of evaluating the requirements of the new standards.

International Financial Reporting Standards ("IFRS"):

In February 2008, the CICA Accounting Standards Board confirmed that the changeover to IFRS from Canadian generally accepted accounting principles will be required for publicly accountable enterprises, effective for the interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Accordingly, the Company will report interim and annual financial statements in accordance with IFRS commencing with the interim financial statements for the 3 months ended March 31, 2011. The transition date of January 1, 2011, will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

3. Investment

The Company owns 50,000 common shares of Royal Nickel Corporation, a Canadian private company, related by virtue of common directors, which is mainly engaged in the business of Nickel mining. The Canadian dollar investment cost of C$100,000 is translated to US dollars at the closing rate on the date of the balance sheet.

4. Capital assets


                                                    March 31,   December 31,
                                                         2010           2009
                                                            $              $

Mining equipment                                    1,477,460        877,966
Accumulated amortization                              162,595         27,404
----------------------------------------------------------------------------
                                                    1,284,865        850,562
----------------------------------------------------------------------------

Automobiles                                            43,500         43,500
Accumulated amortization                                3,892          1,717
----------------------------------------------------------------------------
                                                       39,608         41,783
----------------------------------------------------------------------------

Office furniture & equipment                           41,622         27,256
Accumulated amortization                                6,812          4,039
----------------------------------------------------------------------------
                                                       34,810         23,217
----------------------------------------------------------------------------

                                                    1,359,283        915,562
----------------------------------------------------------------------------

5. Mineral properties


                                               Acquisitions &
                                     31-Dec-09         ARO(i)    Exploration
                                             $              $              $
                               ---------------------------------------------
Quebec nickel properties
Grenville                            1,509,961            783              -
Haut Plateau                         1,045,321             42              -
Lac Pegma                                3,974              -              -
                               ---------------------------------------------
                                     2,559,256            825              -
                               ---------------------------------------------

US coal properties
SID                                  2,700,843              -              -
Laurel Fork (Coty)                     279,743              -              -
Big Branch                           7,985,642              -              -
                               ---------------------------------------------
                                    10,966,228              -              -
                               ---------------------------------------------

                                    13,525,484            825              -
                               ---------------------------------------------

                                   Write-off &          Foreign
                                Depletion(iii)         Exchange    31-Mar-10
                                             $                $            $
                               ---------------------------------------------
Quebec nickel properties
Grenville                                    -                -    1,510,744
Haut Plateau                                 -                -    1,045,363
Lac Pegma                                    -                -        3,974
                               ---------------------------------------------
                                             -                -    2,560,081
                               ---------------------------------------------

US coal properties
SID                                          -                -    2,700,843
Laurel Fork (Coty)                           -                -      279,743
Big Branch                            (153,294)               -    7,832,348
                               ---------------------------------------------
                                      (153,294)               -   10,812,934
                               ---------------------------------------------

                                      (153,294)               -   13,373,015
                               ---------------------------------------------

                                               Acquisitions &
                                     31-Dec-08         ARO(i)    Exploration
                                             $              $              $
                               ---------------------------------------------
Quebec nickel properties
Grenville                            1,004,771              -        360,778
Haut Plateau                           520,858              -        449,602
Lac Pegma                                3,474              -              -
                               ---------------------------------------------
                                     1,529,103              -        810,380
                               ---------------------------------------------
US coal properties
SID                                  2,080,498        304,708              -
Laurel Fork (Coty)                     166,815         92,716              -
Candle Ridge                                 -         23,017         13,693
Big Branch(i)                                -      8,046,162         22,500
                               ---------------------------------------------
                                     2,247,313      8,466,603         36,193
                               ---------------------------------------------

                                     3,776,416      8,466,603        846,573
                               ---------------------------------------------


                                   Write-off &          Foreign
                                Depletion(iii)     Exchange(ii)    31-Dec-09
                                             $                $            $
                               ---------------------------------------------
Quebec nickel properties
Grenville                                    -          144,412    1,509,961
Haut Plateau                                 -           74,861    1,045,321
Lac Pegma                                    -              499        3,974
                               ---------------------------------------------
                                             -          219,772    2,559,256
                               ---------------------------------------------
US coal properties
SID                                          -          315,638    2,700,843
Laurel Fork (Coty)                           -           20,213      279,743
Candle Ridge                           (36,710)               -            -
Big Branch(i)                          (83,020)               -    7,985,642
                               ---------------------------------------------
                                      (119,730)         335,851   10,966,228
                               ---------------------------------------------

                                      (119,730)         555,623   13,525,484
                               ---------------------------------------------

(i) Included in the 2009 acquisition value of Big Branch is the estimated asset retirement obligation (note 9)

(ii) The foreign exchange adjustments recognize the impact of the October 1, 2009 change in functional currency from Canadian dollars (CAD) to United States dollars (USD).

(iii) Depletion is included in cost of sales

6. Bank loan

The Company received loan proceeds of $516,609 to finance mining equipment acquired and leased. The loan is repayable at $23,005 per month for 24 months and bears interest at 6.5% per annum. The loan is unsecured.

7. Notes payable

The Company received loan proceeds of $5,300,000 in 2009 and additional loan proceeds of $1,000,000 in March, 2010 from a company related by virtue of a common officer and director.


                                                    March 31    December 31
                                                        2010           2009
                                                           $              $
Loan proceeds                                      6,300,000      5,300,000

Transaction costs
 Cash                                                637,468        637,468
 5,171,312 common shares                           2,419,013      2,419,013
----------------------------------------------------------------------------

                                                   3,243,519      2,243,519
Add accretion to date                              1,515,548        617,273
Less current portion                              (4,759,067)    (2,000,000)
----------------------------------------------------------------------------

                                                           -        860,792
----------------------------------------------------------------------------

The value of the debt will be accreted to $12,600,000, representing the loan proceeds of $6,300,000 and the Royalty of $6,300,000 outlined below, using an effective annual interest rate of 163.72%. The Company agreed to additional Notice and Amendment agreements, and Waiver agreements dated February 4, 2010, March 15, 2010, May 7, and June 2, 2010 which modified certain terms of the notes payable. The resulting terms are summarized as follows:


Maturity date    March 31, 2011
Interest         18% per annum payable monthly in arrears.
Additional       5,000,000 common shares of the Company valued at
compensation     $2,339,013; a royalty of $2.00 per short ton of coal mined,
                 subject to a minimum of $150,000 per month commencing
                 January 1, 2010, up to an aggregate maximum of $6,300,000
                 and the Company agrees to make any required payment to
                 ensure that the aggregate royalties paid by March 31, 2011
                 shall be $6,300,000 ("Royalty"); and a royalty of $0.50 per
                 short ton of coal mined for the life of the mines. An
                 additional 171,312 common shares of the Company valued at
                 $80,000 were issued to an agent; a waiver fee of $150,000
                 was incurred in February and satisfied by the issuance on
                 March 31, 2010 of equivalent notes payable; and a waiver
                 fee of $300,000 to be satisfied in cash on the earlier date
                 of June 30, 2010 and the closing of an equity financing.
Security         A general security agreement over all of the assets of the
                 Company.

Repayment        Payments of $2,150,000 on the earlier of completion of an
                 equity financing transaction or June 30, 2010, and $500,000
                 on each of September 30 and December 31, 2010 and the
                 remaining outstanding balance of $3,150,000 on March 31,
                 2011.
Redemption       In the event the Company disposes of equipment, vehicles,
requirement      contracts (including forward sales of production contracts)
                 for cash proceeds of up to $1,000,000 per year, at least
                 25% of such cash proceeds are used to repay the notes.
Redemption       The Company has the option to redeem all or part of the
option           note at any time, without penalty or bonus.
Option to        The Company at its sole discretion has the option to extend
extend           the maturity date of the note until March 31, 2012.

Until the notes are repaid, the Company will comply with the following financial covenants:


a.  commencing on September 1, 2010, to maintain the ratio of Note
    Indebtedness to the Company's trailing 12-month Free Cash Flow to exceed
    (i) 1.3 in September 2010 and (ii) 1.0 for each month thereafter.
b.  commencing with the quarter ending June 30, 2010, to maintain its Fixed
    Charge Coverage of (i) 0.3 for the quarter ended June 30, 2010 and (ii)
    1.1 for each quarter thereafter.
c.  maintain a gross 30-day production rate greater than 35,000 tons in
    November 2009, (ii) 50,000 tons in December 2009, (iii) 60,000 tons in
    January 2010 (waived), (iv) 65,000 tons in February 2010 (waived), (v)
    37,000 tons in March 2010, (vi) 27,900 tons in April 2010, (vii) 27,500
    tons in May 2010, (viii) 40,000 tons in June 2010, (ix) 60,000 tons in
    July, August and September, 2010, (x) 80,000 tons in October and
    November 2010, (xi) 90,000 tons in December 2010 and (xii) 100,000 tons
    from January 2011 and each month thereafter.

8. Convertible debentures


                        March 31, 2010               December 31, 2009
                                Equity portion                Equity portion
                   Convertible  of convertible   Convertible  of convertible
                    debentures      debentures    debentures      debentures
                             $               $             $               $

Global Capital
 ("GC")                369,167          21,493       356,813          21,493
Cheyenne (note
 5)                  4,730,936         386,840     4,669,884         386,840
----------------------------------------------------------------------------

                     5,100,103         408,333     5,026,697         408,333
Less current
 portion               369,167               -       356,813               -
----------------------------------------------------------------------------

                     4,730,936         408,333     4,669,884         408,333
----------------------------------------------------------------------------

Accretion expense in the three months ending March 31, 2010 due to the convertible debentures is $61,180 (2009 - $2,714).

GC

On March 13, 2010, the terms of the Debenture were amended to extend the maturity date from April 1, 2010 to July 15, 2010.

9. Capital stock, stock options, warrants and contributed surplus


Authorized

Unlimited common shares
Unlimited number of special shares, issuable in series

Issued

Share capital consists of the following issued and outstanding common
shares:


                                                    Number of
                                                       shares             $
----------------------------------------------------------------------------

Balance, December 31, 2008                         43,752,727     7,295,850
Shares issued by private placement                  4,354,445     1,962,658
Issuance for financing transaction costs            5,246,312     2,461,827

Share issue costs                                           -      (183,620)
Fair value of warrants issued                               -      (648,136)
Fair value of broker warrants issued                        -       (45,098)
Renunciation on flow-through shares                         -      (149,611)
----------------------------------------------------------------------------

Balance, December 31, 2009                         53,353,484    10,693,870

Shares issued by private placement                  2,200,000     1,054,716
Share issue costs                                           -       (38,353)
Fair value of warrants issued                               -      (372,970)
Fair value of broker warrants issued                        -       (13,554)
----------------------------------------------------------------------------

Balance, March 31, 2010                            55,553,484    11,323,709
----------------------------------------------------------------------------

On January 8, 2010 the Company completed a private placement completes a private placement of 2,200,000 units at a price of C$0.50 per unit for gross proceeds of C$1,100,000. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase one common share at a price of C$0.50 per common share until January 6, 2012 or January 8, 2012. A value of $372,970 was ascribed to these warrants based on their fair value as determined using the Black-Scholes option-pricing model with the following assumptions:


Risk-free interest rate                                           1.31-1.38%
Expected volatility                                                   63.16%
Expected life of warrants                                           2 years
Expected dividend yield                                                 Nil

The Company paid cash commissions of $38,353 to brokers, along with 80,000 broker warrants with an exercise price of C$0.50 per broker warrant and each such broker warrant exercisable for one common share with an exercise price of C$0.50 per common share until January 8, 2012. A value of $13,554 was ascribed to these broker warrants based on their fair value as determined using the Black-Scholes option-pricing model with the following assumptions:


Risk-free interest rate                                                1.31%
Expected volatility                                                   63.16%
Expected life of warrants                                           2 years
Expected dividend yield                                                 Nil

Shares to be issued

                                                    Number of
                                                       shares              $

Finder's fee on SID and Big Branch
 acquisitions                                       1,652,523        771,702
----------------------------------------------------------------------------

Stock options

Under the Company's stock option plan, the board of Directors may from time to time at their discretion grant to the Directors, employees and consultants options to subscribe for common shares. The exercise price of each option shall be determined on the basis of market price at the date of grant. Options shall not be granted for a term exceeding five years.

Stock option transactions and the number of stock options outstanding are as follows:


                                                                   Weighted-
                                                                     average
                                                    Number of       exercise
                                                      options     price - C$
----------------------------------------------------------------------------

Balance, December
 31, 2008                                           5,719,600           0.33
Granted                                             4,075,000           0.50
----------------------------------------------------------------------------

Balance, December 31, 2009 and March 31, 2010       9,794,600           0.40
----------------------------------------------------------------------------

Exercisable number
 of options                                         7,077,934           0.36
----------------------------------------------------------------------------

A summary of the Company's outstanding stock options as at March 31, 2010 is presented below:


                                                      Options        Options
Exercise price                     Expiry date    outstanding    exercisable

C$0.25                      September 30, 2010        100,000        100,000
$0.25                         October 25, 2010        519,600        519,600
$0.25                     October 25, 2012(ii)      1,225,000      1,225,000
C$0.25                        October 25, 2012      2,400,000      2,400,000
C$0.50                         August 14, 2013      1,475,000      1,475,000
C$0.50                        November 6, 2014      2,000,000        666,667
C$0.50                       November 16, 2014      1,250,000        416,667
C$0.50                       December 10, 2014        825,000        275,000
----------------------------------------------------------------------------

                                                    9,794,600      7,077,934
----------------------------------------------------------------------------

(ii) On January 26, 2010 the Board extended the expiry date from October 25, 2010 to October 25, 2012

Warrants

A summary of the Company's warrants is presented below:


                                                                   Weighted-
                                                                     average
                                                        Number      exercise
                                          Amount            of         price
                                               $      warrants             $

Balance, December 31, 2008                27,313       725,452          1.10
Issued                                   836,703     5,659,256          0.50
----------------------------------------------------------------------------

Balance, December 31, 2009               864,016     6,384,708          0.56
Issued                                   386,524     2,280,000          0.50
----------------------------------------------------------------------------

Balance, March 31, 2010                1,250,540     8,664,708          0.55
----------------------------------------------------------------------------

A summary of the Company's warrants outstanding listed by expiry date is presented below:


                                           Expiry date  Warrants outstanding
C$0.50                               November 28, 2010                89,090
C$1.00-C$1.25                        November 28, 2010               636,362
$0.50                                    June 25, 2011               833,334
$0.50                                     July 7, 2011                50,000
$0.50                                    July 10, 2011                30,000
$0.50                                    July 15, 2011             2,241,111
$0.50                                 October 13, 2011               284,511
$0.50                                 October 15, 2011             1,200,000
C$0.50                                October 21, 2011             1,000,000
$0.50                                 November 2, 2011                20,300
$0.50                                  January 6, 2012               810,000
$0.50                                  January 8, 2012             1,470,000
----------------------------------------------------------------------------

                                                                   8,664,708
----------------------------------------------------------------------------

Contributed surplus


                                                                           $

Balance, December 31, 2008                                           889,407
Stock-based compensation                                             713,196
----------------------------------------------------------------------------

Balance, December 31, 2009                                         1,602,603
Stock-based compensation                                             546,547
----------------------------------------------------------------------------

Balance, March 31, 2010                                            2,149,150
----------------------------------------------------------------------------

10. Asset retirement obligations

The Company's asset retirement obligations result from its land rehabilitation commitments on the coal mining activities on its Big Branch property. At December 31, 2009 the total discounted obligation estimated to settle the asset retirement obligation using a credit adjusted risk free interest rate of 18% over the estimated five year life of the mine is $2,086,000. The sum of the undiscounted total cash flows anticipated to be incurred over 5 years ending December 31, 2014 is $3,228,876. The change in the balance for the three months ended March 31, 2010 represents the accretion ($11,995) on the obligation (YE December 31 2009 - additions $251,109 and accretion $11,470).

The estimate of the obligation is subject to significant estimates by management. The ultimate costs could be materially different from the amounts estimated, dependant on changes to applicable laws and regulations, discount rates and life of the mine operation. Future changes to the obligation will be treated as a change in accounting estimate in the period in which the change is known.

11. Segmented information

The Company operates in one reportable segment, mineral exploration, in Canada and the U.S. Financing and administrative functions are provided by the head office located in Canada. Segmented information on a geographic basis is as follows:


                                                    March 31,   December 31,
                                                         2010           2009
                                                            $              $
Mineral exploration properties by geographic
 area
Quebec, Canada                                      2,560,081      2,559,288
Kentucky, USA                                      10,812,934     10,966,196
----------------------------------------------------------------------------
                                                   13,373,015     13,525,484
----------------------------------------------------------------------------

All revenues are earned in the U.S. and all the capital assets are in the U.S.

12. Related party transactions and related balances

For the three month period ended March 31, 2010, the Company:


a.  Paid management fees of $60,523 (2009 - $50,589) of which $0 (December
    31, 2009 - $14,271) remains unpaid to a company related by virtue a
    common officer and director of the Company. These amounts are included
    in management and consulting expense.
b.  Paid consulting fees of $0 (2009 - $16,540) to a company related by
    virtue of common directors. These amounts are included in management and
    consulting expense.
c.  Committed to issue 1,652,523 common shares (December 31, 2009 -
    Committed to issue 1,652,523 common shares) for services rendered to a
    company controlled by an officer of the Company. This amount is included
    in mineral property interests and shares to be issued.
d.  The Company received loan proceeds of $1,000,000 in March 2010 from a
    company related by virtue of a common officer and director. The details
    of the transaction are disclosed in note 6.
e.  Recorded royalty expenses of $504,563 (2009 - $Nil) due to a company
    related by virtue of a common officer and director and included $377,187
    of this amount in accounts payable and accrued liabilities at March 31,
    2010 (December 31, 2009 - $113,120).

These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

13. Capital disclosures

Capital of the Company consists of the components of shareholders' equity. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern so that it can continue to explore and develop its mineral property interests for the benefit of its shareholders. The Company manages its capital structure and makes adjustments based on the funds available to the Company in light of changes in economic conditions. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain the future development of the Company. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's management of its capital during the three month period ended March 31, 2010.

The Company is subject to externally imposed capital requirements pursuant to notes payable and convertible debenture agreements.

14. Financial instruments and risk management

Fair value

Fair value represents the amount at which a financial instrument could be exchanged between willing parties, based on current markets for instruments with the same risk, principal and remaining maturity. Fair values estimates are based on quoted market values and other valuation methods.

Fair value represents the amount that would be exchanged in an arm's length transaction between willing parties and is best evidenced by a quoted market price, if one exists. The carrying and fair values of financial assets and liabilities as at March 31, 2010 and December 31, 2009 are summarized as follows:


                                 March 31, 2010         December 31, 2009
                                            Carrying                Carrying
                              Fair Value       Value  Fair Value       Value
                                       $           $           $           $

Cash                             440,844     440,844     800,099     800,099
Accounts receivable            1,116,402   1,116,402     243,093     243,093
Accounts payable and accrued
 liabilities                   6,285,272   6,285,272   3,189,764   3,189,764
Bank loan                        506,125     506,125           -           -
Notes payable                 11,448,953   4,759,067   9,653,993   2,860,792
Convertible debentures         5,100,103   5,100,103   5,026,697   5,026,697

The investment in a private company is classified as available-for-sale and is carried at its acquisition cost. The carrying value of the held-for-trading and loans and receivables financial instruments approximates fair value.

Risk disclosures

The main risks the Company's financial instruments are exposed to are credit, liquidity, and market risk (including currency and interest rate risk) each of which is discussed below.

Credit risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations The Company's exposure to credit risk includes cash and accounts receivable. The Company reduces its credit risk by maintaining its primary bank accounts at large international financial institutions. The Company assesses their credit risk based on general market knowledge and specific information obtained through its business relationships with each of customer. The maximum exposure to credit risk is equal to the carrying value of cash and accounts receivables. The Company made sales to its two major customers, as well as to five other customers in the period.

Liquidity risk

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure as outlined in note 14 to the consolidated financial statements.

At March 31, 2010, the Company had current assets of $2,428,149, including cash of $440,844, (December 31, 2009 - $2,083,276 and $800,099, respectively) available to pay current liabilities of $11,919,631 (December 31, 2009 - $5,546,576). The following are the maturities, including interest payments and excluding the option to extend repayment of a portion of notes payable to March 31, 2012, and a possible early redemption of convertible debentures subject to terms disclosed in note 5, reflecting undiscounted future cash disbursements of the Company's financial liabilities based on years ending December 31:


                                               Payments Required/Settlement
                                                         expected
                                                         2010           2011
                                                            $              $
                                              ------------------------------

Accounts payable and accrued liabilities            6,285,272              -
Bank loan                                             207,045        276,060
Notes payable                                       5,152,500      8,098,500
Convertible debentures                                975,000      5,150,000
                                              ------------------------------

                                                   12,619,817     13,524,560
                                              ------------------------------

Market risk

Market risk is the risk of less that may arise from changes in market factors, such as foreign exchange rates and interest rates.

(a) Foreign currency risk

The Company operates in Canada and the US giving rise to market risks from changes in foreign exchange rates. The Company periodically monitors foreign exchange rates, though it has not entered into any financial arrangements to hedge or protect the Company from unfavourable changes in foreign exchange rates. A ten percent (10%) fluctuation in the foreign exchange rate, based on the Company's foreign denominated financial instruments as of March 31, 2010, would result in a foreign exchange gain in the case of a decrease in the exchange rates or a loss in the case of an increase in the rates of approximately $140,000 (December 31, 2009 - $66,000).

(b) Interest rate risk

Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Cash is invested in high grade, highly liquid instruments and as such the Company manages its exposure to potential interest rate fluctuations to short term. A 1% fluctuation in the floating interest rate would affect the profitability of the Company by an immaterial amount.

15. Commitments

The Company, in connection with the acquisition of the Big Branch property, entered into an agreement to lease mining equipment for $232,677 per month for the two years ended September 29, 2011. At March 31, 2010 the Company's equipment and premises lease commitments totaled $3,205,627 for 2010 and $2,620,689 for 2011. None of these commitments extend beyond 2011.

Reverse takeover transaction

On January 5, 2010, Amalfi, CDR Coal Limited, a wholly-owned subsidiary of Amalfi ("CDR Coal") and the Company entered into an Amalgamation Agreement to complete a three-cornered amalgamation whereby the Company will amalgamate with CDR Coal and Amalfi will issue one common share for each common share of the Company outstanding ("Qualifying Transaction"). The completion of the Qualifying Transaction is subject to certain conditions, including obtaining all necessary regulatory approvals.

Pursuant to the Amalgamation Agreement:


a.  Amalfi will consolidate its shares on the basis of one common share for
    each 3 common shares presently outstanding, resulting in 3,886,666 post-
    consolidation common shares.
b.  Amalfi will replace its outstanding stock options by issuing 331,429
    stock options entitling the holder to acquire one common share for $0.35
    until November 30, 2012. Amalfi replaces its outstanding warrants by
    issuing 257,143 warrants entitling the holder to acquire one common
    share for $0.35 until May 6, 2010.
c.  Amalfi will issue 1,657,143 common share purchase warrants to its
    shareholders, on the basis of one- half common share purchase warrant
    for each post-consolidation common share held. Each whole common share
    purchase warrant shall entitle the holder to purchase one common share
    at a price of US$0.50 for 2 years from the closing of the amalgamation.
d.  Amalfi will issue 55,753,483 common shares to acquire a 100% interest in
    the Company on the basis of one common share for each common share of
    the Company outstanding.
e.  Amalfi will issue 9,794,600 stock options and 6,384,708 common share
    purchase warrants on the same terms to replace each of stock options and
    common share purchase warrants of the Company outstanding.
f.  Amalfi will issue US$5,000,000 principal amount convertible notes and
    $375,000 principal amount convertible notes, which shall be convertible
    on the same terms and conditions as the Company's convertible notes.

The Company will issue 200,000 common shares valued at $100,000 as a finder's fee.

16. Subsequent events

Notice of amendment agreements and waiver agreements

On May 12, 2010 and June 2, 2010 the Company agreed to notice of amendment agreements and waiver agreements ("the Agreements") to modify certain financial and production covenants of the notes payable (note 6). The Agreements are with a company related by virtue of a common officer and director. The terms of the Agreements are consistent with terms of corresponding agreements amongst the related company and its unrelated note holders and agent. The Agreements result in the following changes:


Additional        The Agreements resulted in additional fees and royalty
compensation      commitments including:
                  a) a $150,000 fee payable, in the form of additional notes
                     payable, on the earlier of June 30, 2010 and the
                     completion of an equity financing transaction and an
                     increase of $150,000 to the aggregate royalty
                     commitment due by March 31, 2011;
                  b) a $300,000 fee payable on the earlier of June 30, 2010
                     or the closing of an equity financing transaction;
                  c) a financing and waiver fee of $1,000,000 payable to the
                     agent by installments of $300,000 on September 30,
                     2010, $350,000 on December 31, 2010 and $350,000 on
                     March 31, 2011;

Additional notes  Additional notes payable were issued in consideration a
payable           cash advance received on April 5 of $150,000 as a result
                  of the March 15, 2010 notice of amendment detailed in Note
                  5.

Repayment         The notes redemption schedule was modified to the
                  following:
                  a) $1,150,000 originally due on May 31, 2010 is due on the
                     earlier of an equity financing closing and June 30,
                     2010;
                  b) Quarterly redemptions of $500,000 originally due on
                     March 31 and June 30, 2010 are due on the earlier of an
                     equity financing closing and June 30, 2010;

Covenant changes  Until the notes are repaid, the Company will comply with
                  the following financial covenants, which were modified
                  pursuant to the agreements:
                  a) maintain a gross 30-day production rate greater than
                     35,000 tons in November 2009, (ii) 50,000 tons in
                     December 2009, (iii) 60,000 tons in January 2010
                     (waived), (iv) 65,000 tons in February 2010 (waived),
                     (v) 37,000 tons in March 2010, (vi) 27,900 tons in
                     April 2010, (vii) 27,500 tons in May 2010, (viii)
                     40,000 tons in June 2010, (ix) 60,000 tons for each of
                     July, August and September 2010; (x) 80,000 tons for
                     each of October and November 2010; (xi) 90,000 tons for
                     December 2010; and (xii) 100,000 tons for January 2011
                     and each month thereafter.

Private placement agent agreement

On May 10, 2010, the Company retained an agent in connection with a private placement (the "Offering") of up to C$15,000,000 in Units comprised of a bought deal commitment of C$7,000,000 in units provided by the agent and up to C$8,000,000 in units on a best efforts basis, pursuant to the general agreement and closing on May 28, 2010 or other date mutually agreed (the "Closing"). Each Unit will consist of one common share priced at C$0.40 each and a warrant exercisable into one common share for a period of 60 months from the Closing at C$0.50 per common share. The Offering commission of 8% of the aggregate gross proceeds of the Offering is payable at Closing. In addition, the Company will issue the agent, at Closing, a number of Broker Warrants equal to 10% of the number of Units sold pursuant to the offering. Each Broker Warrant will be exercisable into one Unit at a price of $0.40 at any time prior to 5 years from Closing. The Company will pay an engagement fee of $20,000 plus issue 125,000 common shares to the agent.

On June 21, 2010, the Offering was amended to: Each Unit will consist of one common share priced at C$0.35 each and two warrants, each exercisable into one common share for a period of 60 months from the Closing at C$0.40 per common share. The Closing will be completed on or about June 30, 2010.

EXHIBIT "B"

Amalfi Capital Corporation

Pro Forma Consolidated Balance Sheet at March 31, 2010


Amalfi Capital Corporation
Pro Forma Consolidated Balance Sheet
As at March 31, 2010
(expressed in US$ - unaudited)

                                        Amalfi         Amalfi
                                       Capital        Capital   CDR Minerals
                                   Corporation    Corporation           Inc.
                                          Can$            US$            US$
                                                      $1.0158
                               ---------------------------------------------
  Assets
Current
Cash                                   738,219        726,737        440,844

Accounts receivable                                                1,116,402
Prepaid expenses and other
 current assets                          3,360          3,308        534,325
Inventory                                                            110,090
Quebec tax credit and mining
 duties refundable                                                   128,043
Deferred costs                         130,622        128,590              -
Investment in securities, at
 cost                                                                 98,445
----------------------------------------------------------------------------
                                       872,201        858,635      2,428,149
Capital assets                                                     1,359,283
Mineral property interests                                        13,373,015
----------------------------------------------------------------------------

                                       872,201        858,635     17,160,447
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                                  Pro forma
                                                adjustments
                                        Note                       Pro forma
                                   Reference            US$              US$
                                                    $1.0158
                               ---------------------------------------------
  Assets
Current
Cash                                     2(c)     4,612,128        5,271,478
                                         2(d)      (508,231)
Accounts receivable                        -              -        1,116,402
Prepaid expenses and other
 current assets                            -              -          537,633
Inventory                                  -              -          110,090
Quebec tax credit and mining
 duties refundable                         -              -          128,043
Deferred costs                           2(j)      (128,590)               -
Investment in securities, at
 cost                                      -              -           98,445
----------------------------------------------------------------------------
                                           -      3,975,307        7,262,091
Capital assets                             -              -        1,359,283
Mineral property interests                 -              -       13,373,015
----------------------------------------------------------------------------

                                           -      3,975,307       21,994,389
----------------------------------------------------------------------------
----------------------------------------------------------------------------

See accompanying notes to unaudited pro forma consolidated balance sheet

Amalfi Capital Corporation
Pro Forma Consolidated Balance Sheet
As at March 31, 2010
(expressed in US$ - unaudited)

                                        Amalfi         Amalfi            CDR
                                       Capital        Capital       Minerals
                                   Corporation    Corporation          Inc.
                                          Can$            US$            US$
                                                     $ 1.0158
                               ---------------------------------------------

          Liabilities
Current

Accounts payable and accrued
 liabilities                           100,006         98,450      6,285,272

Bank loan                                                            506,125
Note payable                                                       4,759,067
Current portion of convertible
 notes                                                               369,167
----------------------------------------------------------------------------

                                       100,006         98,450     11,919,631
Asset retirement obligation                                          274,574
Convertible notes                                                  4,730,936
----------------------------------------------------------------------------

                                       100,006         98,450     16,925,141
----------------------------------------------------------------------------

                                                        Pro
                                                      forma              Pro
                                        Note    adjustments            forma
                                   Reference            US$              US$
                                                   $ 1.0158
                               ---------------------------------------------

          Liabilities
Current

Accounts payable and accrued
 liabilities                             2(c)      (812,168)       5,571,554

Bank loan                                                            506,125
Note payable                                              -        4,759,067
Current portion of convertible
 notes                                                    -          369,167
----------------------------------------------------------------------------

                                                   (812,168)      11,205,913
Asset retirement obligation                               -          274,574
Convertible notes                                         -        4,730,936
----------------------------------------------------------------------------

                                                   (812,168)      16,211,423
----------------------------------------------------------------------------

See accompanying notes to unaudited pro forma consolidated balance sheet

Amalfi Capital Corporation
Pro Forma Consolidated Balance Sheet
As at March 31, 2010
(expressed in US$ - unaudited)

                                      Amalfi         Amalfi            CDR
                                     Capital        Capital       Minerals
                                 Corporation    Corporation           Inc.
                                        Can$            US$            US$
                                                   $ 1.0158
                               ---------------------------------------------

            Shareholders' equity

Capital stock                        836,302        823,294     11,323,709

Shares and warrants to be
 issued                                                            771,702
Warrants                                                         1,250,540

Contributed surplus                  129,860        127,840      2,149,150

Equity portion of convertible
 notes                                                             408,333

Accumulated other comprehensive
 loss                                                             (542,103)
Deficit                             (193,967)      (190,950)   (15,126,025)

----------------------------------------------------------------------------


                                     772,195        760,184        235,306
----------------------------------------------------------------------------

                                     872,201        858,635     17,160,447
----------------------------------------------------------------------------

                                                  Pro forma
                                        Note    adjustments       Pro forma
                                   Reference            US$             US$
                                                   $ 1.0158
                               ---------------------------------------------

      Shareholders' equity

Capital stock                            2(a)       771,702      14,527,058
                                         2(b)        24,611
                                         2(b)       (24,611)
                                         2(c)     4,612,128
                                         2(c)    (2,592,066)
                                         2(c)       812,168
                                         2(c)      (456,447)
                                         2(c)       (75,315)
                                         2(d)      (508,231)
                                         2(d)       292,436
                                         2(e)       372,970
                                         2(e)      (618,212)
                                         2(f)        39,378
                                         2(f)       (39,378)
                                         2(i)       (39,378)
                                         2(j)      (128,590)
                                         3(b)       127,840
                                         3(b)      (190,950)
Shares and warrants to be
 issued                                  2(a)      (771,702)
Warrants                                 2(c)     2,592,066       4,366,552
                                         2(c)       456,447
                                         2(c)        75,315
                                         2(d)      (292,436)
                                         2(e)      (372,970)
                                         2(e)       618,212
                                         2(i)        39,378
Contributed surplus                      3(b)      (127,840)      2,149,150

Equity portion of convertible
 notes                                                    -         408,333

Accumulated other comprehensive
 loss                                                     -        (542,103)
Deficit                                  3(b)       190,950
                                                                (15,126,025)
----------------------------------------------------------------------------


                                                  4,916,065       5,782,965
----------------------------------------------------------------------------

                                                  4,103,897      21,994,389
----------------------------------------------------------------------------

1. Basis of presentation

Amalfi Capital Corporation ("Amalfi") is a capital pool corporation which has not commenced commercial operations.

On January 5, 2010, Amalfi, CDR Coal Limited, a wholly-owned subsidiary of Amalfi ("CDR Coal") and CDR Minerals Inc. ("CDR") entered into an Amalgamation Agreement to complete a three-cornered amalgamation whereby CDR will amalgamate with CDR Coal and Amalfi will issue one common share for each common share of CDR outstanding ("Qualifying Transaction"). The completion of the Qualifying Transaction is subject to certain conditions, including obtaining all necessary regulatory approvals.

The accompanying unaudited pro forma balance sheet has been prepared by management for inclusion in the Press release of Amalfi dated August 12, 2010 ("Press Release"). This pro forma balance sheet has been prepared from information derived from the unaudited balance sheet of Amalfi as at March 31, 2010, the unaudited consolidated balance sheet of CDR as at March 31, 2010 and the audited balance sheet of CDR as at December 31, 2009, together with other information available to the companies.

Management believes the pro forma balance sheet includes all adjustments necessary for fair presentation of the proposed transactions as described above.

The pro forma balance sheet may not be indicative either of the results that actually would have occurred if the events reflected herein had taken place on the dates indicated or of the results that may be obtained in the future. The pro forma balance sheet should be read in conjunction with the financial statements of Amalfi and CDR referred to above and the Filing Statement.

2. Pro forma assumptions and adjustments prior to the completion of the Qualifying Transaction

The pro forma balance sheet is prepared as if the transactions described above occurred on March 31, 2010. The pro forma assumptions and adjustments prior to the completion of the Qualifying Transaction are as follows:


a)  CDR issues 1,652,523 common shares with a gross value of $771,702, which
    were committed to be issued prior to March 31, 2010.

b)  CDR issues 125,000 common shares with a net value of $24,611 in
    consideration for broker services related to the August 12, 2010 private
    placement.

c)  CDR completes a private placement of 27,550,000 units at a price of
    C$0.20 (US$0.1969 at March 31 2010 exchange rate of C$1.0158 = US$1.00)
    per unit for gross proceeds of C$5,510,000 or US$5,424,296. Each unit
    consists of one common share and one common share purchase warrant
    entitling the holder to purchase one common share at a price of C$0.20
    per common share until August 12, 2015. In respect of the private
    placement, gross proceeds included $812,168 of accounts payable
    converted into 4,125,000 common shares valued at $355,721 and 4,125,000
    warrants valued at $456,447. The fair value of the common shares and
    warrants, excluding those issued upon conversion of accounts payable,
    was $2,020,062 and $2,592,062, respectively. Company will issue
    1,030,300 broker warrants, with a fair value of $75,315, entitling the
    holder to purchase one common share at a price of C$0.20 per common
    share until August 12, 2012.The fair value of the warrants and broker
    warrants was calculated using the Black-Scholes option pricing model
    with the following assumptions:

                                              ------------------------------
                                                            Broker Warrants
                                              ------------------------------
                                                                   Warrants
                                                             ---------------
Risk-free interest rate                                1.60%           2.44%
Expected volatility                                   65.17%          65.17%
Expected life of warrants                           2 years         5 years
Expected dividend yield                                 Nil             Nil

d)  Transaction costs of the August 12, 2010 private placement and
    amalgamation are $508,231, and $292,436 of the costs was allocated to
    the warrants.

e)  CDR, pursuant to the January 2010 share purchase unit agreement, reduces
    the share purchase unit price from C$0.50 to C$0.20 per unit for units
    issued in January 2010 and issues 3,300,000 additional common shares;
    cancels 2,200,000 share purchase warrants; and issues 5,500,000
    replacement share purchase warrants. The fair value of the original
    warrants was $372,970. The fair value of the replacement warrants of
    $618,212 was calculated using the Black-Scholes option pricing model
    with the following assumptions:

Risk-free interest rate                                                2.44%
Expected volatility                                                   65.17%
Expected life of warrants                                           5 years
Expected dividend yield                                                 Nil

f)  CDR issues 200,000 common shares valued at $39,378 as a finder's fee.

g)  Amalfi consolidates its shares on the basis of one common share for each
    2 common shares presently outstanding, resulting in 5,869,000 post-
    consolidation common shares.

h)  Amalfi replaces its outstanding stock options by issuing 580,000 stock
    options entitling the holder to acquire one common share for C$0.20
    until November 30, 2012.

i)  Amalfi issues 1,657,143 common share purchase warrants to its
    shareholders, on the basis of 0.28635525 common share purchase warrant
    for each post-consolidation common share held. Each whole common share
    purchase warrant shall entitle the holder to purchase one common share
    at a price of C$0.20 for 2 years from the closing of the amalgamation.
    The fair value of the warrants of $39,378 was calculated using the
    Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate                                                1.60%
Expected volatility                                                   65.17%
Expected life of warrants                                           2 years
Expected dividend yield                                                 Nil

j)  Deferred costs associated with the Qualifying Transaction are charged to
    equity.

3. Pro forma assumptions and adjustments following the completion of the Qualifying

Transaction

Following the completion of the Qualifying Transaction, all of the property and assets of each of CDR and CDR Coal will become the property and assets of a wholly-owned subsidiary of Amalfi, which subsidiary will be liable for all of the liabilities and obligations of each of CDR and CDR Coal. The name of the parent company will be Royal Coal Corp. or other name acceptable to CDR and applicable regulatory authorities. The outstanding stock options and warrants of Amalfi will be exchanged for stock options and warrants of CDR Coal with the same terms.

The Qualifying Transaction will be accounted for as a transaction that is not a business combination, in accordance with Abstract 10 of the Emerging Issues Committee:


a)  the assets and liabilities of CDR and Amalfi are included in the pro
    forma balance sheet at their historical carrying values;
b)  warrants, contributed surplus and deficit of Amalfi are eliminated by a
    charge to capital stock.

4. Pro forma share capital


Purchase warrants
 issued               2(i)           -    (39,378)      39,378            -
----------------------------------------------------------------------------
                             5,869,000    783,916       39,378      127,840

CDR
Balance, March 31,
 2010                       55,553,484 11,323,709    1,250,540    2,149,150
Common shares
 committed to be
 issued prior to
 March 31, 2010       2(a)   1,652,523    771,702
Common shares
 issued for Broker
 services             2(b)     125,000     24,611
Transaction costs
 re common shares
 issued for Broker
 services             2(b)                (24,611)
Tranasaction costs
 private placement
 and amalgamation
 August 12            2(d)               (508,231)
Tranasaction costs
 allocated to
 warrants issued
 August 12            2(d)           -    292,436     (292,436)
Additional shares
 issued to holders
 of January units     2(e)   3,300,000
Cancellation of
 initial warrants
 issued to holders
 of January units     2(e)                372,970     (372,970)
Fair value of
 replacement
 warrants issued
 to holders of
 January units        2(e)               (618,212)     618,212
Private placement
 August 12            2(c)  23,425,000  4,612,128
Fair value of
 warrants issued
 with private
 placement August
 12                   2(c)             (2,592,066)   2,592,066
Private placement
 conversion of
 accounts payable     2(c)   4,125,000    812,168
Fair value of
 warrants issued
 on conversion of
 accounts payable     2(c)               (456,447)     456,447
Fair value of
 broker warrants      2(c)                (75,315)      75,315
Common shares
 issued for
 finder's fee         2(f)     200,000     39,378
Finder's fee          2(f)                (39,378)
Deferred costs of
 qualifying
 transaction          2(j)               (128,590)
----------------------------------------------------------------------------
                            94,250,007 14,590,168    4,366,552    2,276,990
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Effect of
 reorganization
 including
 elimination of
 warrants,
 contributed
 surplus and
 deficit of Amalfi    3(b)           -    (63,110)           -     (127,840)
----------------------------------------------------------------------------
Pro-forma balance,
 March 31, 2010             94,250,007 14,527,058    4,366,552    2,149,150
----------------------------------------------------------------------------

Stock options

On a pro forma basis, the following stock options will be outstanding:


Exercise price                         Number of options         Expiry date

C$0.25                                           100,000  September 30, 2010
US$0.25                                          519,600    October 25, 2010
US$0.25                                        1,225,000    October 25, 2010
C$0.25                                         2,400,000    October 25, 2012
C$0.50 (note 2(h))                               580,000   November 30, 2012
C$0.50                                         1,475,000     August 14, 2013
C$0.50                                           750,000    November 6, 2014
C$0.20                                           500,000    November 6, 2014
C$0.50                                         2,000,000   November 16, 2014
C$0.50                                           825,000   December 10, 2014
----------------------------------------------------------------------------
                                              10,374,600
----------------------------------------------------------------------------

Included in stock options outstanding are 1,744,600 warrants issued. These warrants were not issued under the stock option plan and are correctly characterized as warrants. For financial statement presentation purposes only, these warrants are included with stock options.

Warrants

On a pro forma basis, the following warrants will be outstanding:


Exercise price                        Number of warrants         Expiry date

$0.50                                             89,090      November-28-10
$1.00 until November 28, 2009 and
 $1.25 until November 28, 2010                   636,362      November-28-10
US$0.50                                          833,334          June-25-11
US$0.50                                           50,000          July-07-11
US$0.50                                           30,000          July-10-11
US$0.50                                        2,241,111          July-15-11
US$0.50                                          284,511    October 13, 2011
US$0.50                                        1,200,000       October-15-11
$0.50                                          1,000,000       October-21-11
US$0.50                                           20,300      November-02-11
$0.20 (note 2(e))                              2,025,000       January-06-15
$0.20 (note 2(e))                              3,475,000       January-08-15
$0.50 (note 2(e))                                 80,000       January-08-12
C$0.20 (note 2(i))                             1,657,143        August-12-12
C$0.20 (note 2(c))                             2,060,600        August-12-12
C$0.20 (note 2(c))                            27,550,000        August-12-15
----------------------------------------------------------------------------
                                              43,232,451
----------------------------------------------------------------------------

Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contacts:
Royal Coal
Tom Griffis
Chairman
(416) 861-8775

About Marketwired .
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