PBS Coals Limited Announces Completion of Business Combination

PBS Coals Limited (formerly Penfold Capital Acquisition Corporation) (TSX: PBS) is pleased to announce the completion of its previously announced business combination with PBS Coals Corporation effective today, September 24, 2008. In accordance with the terms of the plan of arrangement approved by the British Columbia Supreme Court, PBS Coals Limited now owns all of the issued shares of PBS Coals Corporation.

The common shares of PBS Coals Limited are listed for trading on the Toronto Stock Exchange under the symbol "PBS".

As a result of the completion of the business combination, the subscription receipts issued by PBS Coals Corporation and an affiliate on July 31, 2008 have been automatically exercised, resulting in net proceeds of approximately $95 million being paid to PBS Coals Corporation and an affiliate and in the issuance of 16,666,000 common shares from treasury. In addition, shareholders of PBS Coals Limited sold an aggregate of 19,050,000 common shares of PBS Coals Limited upon the exercise of an equivalent number of subscription receipts.

136,587,438 common shares of PBS Coals Limited are outstanding (including 170,000 common shares held by a subsidiary). In addition, 10,900,000 common shares have been reserved for issuance upon the exercise of outstanding options and warrants.

As announced on September 5, 2008, the offer by a subsidiary of Severstal Resources (the "Offeror") to purchase all of the common shares of PBS Coals Limited (the "Offer") at a price of $8.30 per share remains open until October 10, 2008, unless withdrawn or extended in accordance with its terms. The Offer is subject to certain conditions which are described in the takeover bid circular of the Offeror and the directors' circulars of PBS Coals Corporation and Penfold Capital Acquisition Corporation, each dated September 5, 2008. The PBS Coals Corporation directors' circular confirms that the Board of Directors of PBS Coals Corporation has unanimously determined that the Offer is fair from a financial point of view to the shareholders of PBS Coals Limited and recommends that shareholders of PBS Coals Limited accept the Offer. This brief summary of the Offer is qualified in its entirety by reference to the circulars available at www.sedar.com .

Holders of approximately 71.5% of the common shares of PBS Coals Limited outstanding have entered into lock-up agreements to tender their shares into the Offer, including irrevocable lock up agreements from holders of 66 2/3% of PBS Coals Limited's shares (including Sprott Resource Corp., Zebra Holdings and Investments s.a.r.l. and Lorito Holdings s.a.r.l.).

As a result of the exchange of their shares of PBS Coals Corporation for common shares of PBS Coals Limited, the following former shareholders of PBS Coals Corporation now own 10% or more of the outstanding common shares of PBS Coals Limited, calculated on an undiluted basis without giving effect to the exercise of options or warrants (the number of shares owned by such shareholders and the percentage of outstanding shares on an undiluted basis is indicated below):


Sprott Resource Corp.:                           27,144,938 (19.9%)
200 Bay Street, Suite 2750
Toronto, ON
M5J 2J2

Zebra Holdings and Investments s.a.r.l.:         35,466,029 (26.0%)
19, rue Eugene Ruppert
Luxembourg

Lorito Holdings s.a.r.l.:                        15,607,075 (11.4%)
19, rue Eugene Ruppert
Luxembourg

Zebra Holdings and Investments s.a.r.l. and Lorito Holdings s.a.r.l. are two holding companies under common ownership.

The number of common shares held by these shareholders reflects the sale today by Sprott Resource Corp. of 17,050,000 common shares, by Zebra Holdings and Investments s.a.r.l. of 175,000 common shares and by Lorito Holdings s.a.r.l. of 75,000 common shares to holders of subscription receipts.

As announced on July 31, 2008, Zebra Holdings and Investments s.a.r.l. and Lorito Holdings s.a.r.l. have entered into an agreement to sell 16,562,499 common shares and 7,287,501 common shares, respectively, to Talbot Group Investments Pty Ltd. Upon completion of such sale, expected to occur on or before September 29, 2008, Talbot Group Investments Pty Ltd. will own 27,180,000 common shares, representing approximately 19.9% of the outstanding common shares of PBS Coals Limited (on an undiluted basis).

About PBS Coals Limited

PBS Coals Limited owns 87% of the equity of the PBS Coals Group of Companies, a privately held group of companies engaged in the mining, processing and sale of primarily metallurgical coal from their properties in West-Central Pennsylvania (the "PBS Group"). The PBS Group consists of PBS Coals, Inc., a Delaware corporation, and Rox Coal, Inc., a Pennsylvania corporation, and their subsidiaries and holding companies. The PBS Group currently produces approximately 3 million clean tons of bituminous coal a year from both its underground and surface operations. The PBS Group has six surface and six underground mines in operation, and controls 153.3 million tons of measured and indicated coal resources with an additional 98.3 million tons of contingent resources.