Saturday, October 24, 2026
MiningNewsTerminal
Saturday, October 24, 2026 Admin

VAU.V ·

Aintree Resources Inc. Announces Qualifying Transaction

Mergers & Acquisitions

Suite 125A – 1030 Denman Street Vancouver, BC V6G 2M6

NEWS RELEASE

December 9, 2010 SYMBOL – AIN.P

AINTREE RESOURCES INC. ANNOUNCES QUALIFYING TRANSACTION

Aintree Resources Inc. (“Aintree” or the “Company”) is pleased to announce that it has entered into a letter agreement (the “Agreement”) dated November 1, 2010 and accepted as of November 8, 2010 with Western Energy Holding Co., Limited (“Western”), Xin (Sean) Li (the “Western Owner”) and Walter Brenner (the “AIN Principal”) in respect of a proposed Qualifying Transaction.

Terms not otherwise defined herein shall have the meanings set out in the Corporate Finance Manual (the “Policies”) of the TSX Venture Exchange (the “Exchange”).

Under the terms of the Agreement, Aintree has agreed to acquire all of the issued and outstanding common shares in the capital of Western (each, a “Western Share”) from the Western Owner in exchange for 25,000,000 common shares in the capital of Aintree (each, an “Aintree Share”) at a deemed price of $0.15 per Aintree Share. Western is wholly owned by the Western Owner, and all Aintree Shares issued pursuant to the Qualifying Transaction will be escrowed pursuant to the Policies of the Exchange. Evans & Evans Inc. (the “Valuator”) is proposed to be conduct a valuation of the Western Shares, and the formal valuation report, when rendered, will determine whether Aintree Shares will be issued, and escrowed as, Value Securities or Surplus Securities in accordance with Policies of the Exchange. The terms of the Valuator engagement will be negotiated at arm’s length.

The Qualifying Transaction has been and will continue to be negotiated and carried out by parties dealing at arm’s length to one another and therefore will not be a Non-Arm’s Length Qualifying Transaction. Consequently, the Qualifying Transaction will not be subject to Aintree’s shareholder approval. Upon closing, Aintree will cease being a capital pool company and the parties anticipate that Aintree will be listed as a Tier 1 or Tier 2 Technology or Industrial Issuer.

Upon the completion of the Qualifying Transaction, it is proposed that Aintree will change its name to “Western United Energy Resources Inc.”.

Capitalization

As of the date hereof, Aintree has 3,250,000 Aintree Shares issued and outstanding, 200,000 nontransferable share purchase options outstanding (issued to Canaccord Financial Ltd. (the “IPO Agent”), as it then was, in connection with Aintree’s initial public offering) (the “IPO Agent’s Options”) and 287,500 incentive stock options outstanding (the “CPC D&O Options ”). Pursuant to the Agreement, Aintree shall acquire all of the issued and outstanding common shares in Western from the Western Owner, and there are no warrants, options or any other convertible securities of Western issued and outstanding.

Following completion of the Transaction, on a non-fully diluted basis, assuming no common shares are issued to the Sponsor (as hereinafter defined), it is expected that the Company will have 28,250,000 Aintree Shares issued and outstanding. Neither Aintree or Western will conduct a concurrent private placement in connection with the Qualifying Transaction. Assuming no securities will be issued to the Sponsor, and other than the IPO Agent’s Options and the CPC D&O Options, there will be no other convertible securities of the Resulting Issuer issued and outstanding upon the completion of the Qualifying Transaction.

Conditions of Closing

Completion of the Qualifying Transaction will be subject to certain conditions, including but not limited to: (a) completion of a due diligence review by each of Aintree and Western; (b) receipt of all necessary approvals of the boards of directors of Aintree; (c) receipt of all necessary third party consents; (d) approval of the Qualifying Transaction by the Exchange; (e) Aintree satisfying the Initial Listing Requirements set by the Exchange for a Tier 1 or Tier 2 Technology or Industrial Issuer upon the completion of the Qualifying Transaction; and (f) the parties’ entry into a definitive agreement in furtherance to the Agreement.

Sponsorship

Byron Capital Markets has been retained to act as the sponsor (the “Sponsor”) for the Qualifying Transaction. The IPO Agent has granted the Company a waiver with respect to its right of first refusal to act as the Company’s sponsor in connection with a proposed Qualifying Transaction. The definitive terms of the Sponsor engagement will be negotiated at arm’s length.

The Sponsor, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Qualifying Transaction. An agreement to sponsor should not be construed as any assuarance with respect to the merits of the transaction or the likelihood of completion.

Business of Western

Western was incorporated under the laws of the British Virgin Islands on the 17th day of October 2008. Western indirectly owns 100% of the issued and outstanding common shares in the capital of Leaders (Hong Kong) Investment Co., Limited (a private Hong Kong company) (“Leaders ”), which in turns owns 100% of the issued and outstanding common shares in the capital of Chongqing Zhonglian Development Coal Co., Limited (a private Chinese company) (“Zhonglian”). The Western Owner is a resident of Canada.

Leaders was incorporated pursuant to the laws of Hong Kong on April 8, 2008. Zhonglian was established by being registered as a domestic limited liability company under the laws of the People’s Republic of China with registered paid up capital of RMB 10,000,000.

Zhonglian’s business model involves the procurement, processing, marketing and distribution of thermal coal to utilities, manufacturing and chemical companies in the industrial regions of Southwest China. Zhonglian’s head office is located in Chongqing (also known as Chungking), one of the largest and most populated cities in China. The head office is located close to many stated owned power plants and chemical factories in Southwest China, that are customers or potential customers of Zhonglian.

Zhonglian purchases thermal coat products (including raw coal and washed coal) from domestic coal miners in Southwest China located in its general area, and then through its distribution networks and sales channels, wholesales the coal to fuel-powered power generation plants, chemical plants and other industrial clients that use coal as raw material for their products.

Unaudited Financial Information

The following presents a summary of the financial information (unaudited) of Zhonglian as at September 30, 2010 and for the nine months ended September 30, 2010:

For the nine months ended September 30, 2010 (Unaudited)

All RMB Sales 77,599,843 Cost of Sales 72,948,792 Gross Profit 4,651,051 Net Loss Before Taxes (4,989,831)

Net Loss (4,509,556)

As at September 30, 2010 (Unaudited)

All RMB Current Assets 282,305,015 Total Assets 284,874,697 Current Liabilities (228,369,509)

Total Liabilities (278,369,509)

Shareholder’s Equity (6,505,188)

The aforementioned financial information is preliminary in nature and was prepared by the management of Zhonglian, and will be subject to the auditors’ review in connection with the Qualifying Transaction, thus subject to change. Readers of this news release are cautioned to not place undue reliance on this preliminary financial information, and should read all the financial statements and the notes thereto incorporated into Aintree’s CPC Filing Statement, which is expected to be filed on SEDAR in course at www.sedar.com.

Management and Board of Directors

Upon completion of the Qualifying Transaction, it is anticipated that the board of directors of the Resulting Issuer will be made up of five individuals – with two individuals to be nominated by Aintree and three to be nominated by Western. The Company will provide an update by way of a news release once the composition of the Resulting Issuer’s board of directors is finalized.

ON BEHALF OF THE BOARD

AINTREE RESOURCES INC.

/s/ “Walter Brenner”

Walter Brenner – President, Chief Executive Officer and Chief Financial Officer

For further information contact:

Walter Brenner President, Chief Executive Officer and Chief Financial Officer, Aintree Resources Inc.

(604) 818-2617

Statements in this press release regarding the Company which are not historical facts are “forward- looking statements” that involve risks and uncertainties, such as the completion of the proposed Transaction. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Forwarding-looking statements in this news release include the statements that: (i) it is proposed that Bryon capital Markets will act as the sponsor for the Qualifying Transaction; (ii) the parties anticipate that Aintree will be listed as a Tier 1 or Tier 2 Technology or Industrial Issuer; (iii) the Company will have 28,250,000 Aintree Shares issued and outstanding; (iv) Evans and Evans Inc. is proposed to conduct a valuation of the Western Shares; and (v) it is anticipated that the board of directors of the Resulting Issuer will be made up of five individuals.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Qualifying Transaction for any reason, including adverse due diligence results and Exchange refusal of the Qualifying Transaction; (ii) adverse market conditions; (iii) refusal of any of the proposed directors and officers to act for any reason and (iv) the inability to complete an audit of Western’s financial statements. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management filing statement to be prepared in connection with the transaction, any information released or received with respect to this transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. All information contained in this news release with respect to Western and Zhonglian have been provided by Western.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction described herein and has neither approved or disapproved the contents of this news release.

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