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File: Colonial (232795) - News Release re Arrangement Agreement (FINAL).docx

COLONIAL COAL INTERNATIONAL CORP. Suite 200, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2Y5 Telephone: 
--->(604) 568-4962              
PRESS RELEASE
Colonial Coal International Corp. to Acquire Tuya Energy Inc.
Vancouver, B.C., Canada, January 27, 2015 - Colonial Coal International Corp. (TSX-V: CAD) ("Colonial") and Tuya Energ
--->y Inc. ("Tuya") are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreeme
--->nt") whereby Colonial will, by way of an amalgamation between Tuya and a wholly-owned subsidiary of Colonial, acquire 
--->all of the issued and outstanding common shares of Tuya ("Tuya Shares") pursuant to a court approved plan of arrangeme
--->nt under the Business Corporations Act (British Columbia) (the "Transaction"). 
Under the terms of the Transaction, each Tuya shareholder will be entitled to receive 0.5 of a common share of Colonia
--->l ("Colonial Share") for each Tuya Share held. Based on the current outstanding share capital of Tuya, if the Transact
--->ion is completed, Colonial will issue approximately 31,716,500 Colonial Shares to acquire all of the outstanding Tuya 
--->Shares. Upon completion of the Transaction, current Colonial shareholders and current Tuya shareholders will hold appr
--->oximately 67% and 33%, respectively, of the total issued and outstanding Colonial Shares.
Colonial and Tuya are non-arm's length parties by virtue of the fact that they have the same directors and management.
---> As a result, pursuant to applicable corporate law requirements and TSX Venture Exchange (the "Exchange") policies, th
--->e Transaction must be approved by at least (i) 662/3% of the votes cast by Colonial shareholders present in person or 
--->by proxy at a meeting of Colonial shareholders, and (ii) a simple majority of the votes cast in person or by proxy by 
--->Colonial shareholders excluding the Colonial Shares held by insiders of Tuya and Colonial.  In addition, the Transacti
--->on must be approved by at least (i) 662/3% of the votes cast by Tuya shareholders present in person or by proxy at a m
--->eeting of Tuya shareholders, and (ii) a simple majority of the votes cast in person or by proxy by Tuya shareholders e
--->xcluding the Tuya Shares held by insiders of Tuya and Colonial. The meetings of Colonial and Tuya shareholders to, amo
--->ng other things, approve the Transaction are both expected to be held on or about March 19, 2015. Completion of the Tr
--->ansaction is also subject to the approval of the Supreme Court of British Columbia and the Exchange. In addition, the 
--->Transaction is conditional on Tuya having no less than $2.5 million of working capital at the time of closing (includi
--->ng amounts owing from Colonial to Tuya under an existing loan) and the satisfaction of certain other closing condition
--->s customary for transactions of this nature.
The boards of directors of Colonial and Tuya have reviewed the proposed Transaction with advice from independent finan
--->cial advisors and legal counsel. Colonial has retained Evans & Evans, Inc. and Tuya has retained Ross Glanville & Asso
--->ciates Ltd. and Bruce McKnight Minerals Advisor Services, jointly, in order to provide a fairness opinion in connectio
--->n with the Transaction. Having received a fairness opinion from their respective financial advisors, legal advice and 
--->after careful consideration of such other matters as they considered relevant, the boards of directors of Colonial and
---> Tuya have each approved the Transaction and will recommend to their respective shareholders to vote in favour of the 
--->Transaction.
A copy of the Arrangement Agreement will be filed on SEDAR under Colonial's profile. Full details of the Transaction w
--->ill be included in a joint management information circular of Colonial and Tuya to be filed with applicable Canadian s
--->ecurities regulatory authorities and expected to be mailed to shareholders in February 2015. 
About Tuya Energy Inc. 
Tuya is a privately held, Vancouver-based, coal exploration and development company. Tuya's principal property is the 
--->Tuya River Coalfield property located between Telegraph Creek and Dease Lake in northwestern British Columbia, a therm
--->al coal property. 
About Colonial Coal International Corp.
Colonial is a publicly traded pure-play coking coal company in British Columbia. The northeast Coal Block of British C
--->olumbia, within which Colonial's projects are located, hosts a number of proven deposits and has been the subject of M
--->&A activities by Xstrata, Walter Energy, Anglo and others.
Additional information can be found on Colonial's website www.ccoal.ca or by viewing Colonial's filings at www.sedar.c
--->om.
For further information please contact:
Colonial Coal International Corp. David Austin 604.568.4962 daustin@ccoal.ca
Forward-Looking Information
Information set forth in this news release may involve forward-looking statements. Forward-looking statements are stat
--->ements that relate to future, not past, events. In this context, forward-looking statements often address a company's 
--->expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "
--->estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be 
--->taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown ri
--->sks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future 
--->events, to be materially different from any future results, performance or achievements expressed or implied by such f
--->orward-looking statements. Such factors include, among others, the following risks: risks associated with marketing an
--->d sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of int
--->erest among certain officers or directors with certain other projects; and the volatility of common share price and vo
--->lume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that state
--->ments are made and except as required by law, Colonial and Tuya undertake no obligation to update forward-looking stat
--->ements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against 
--->attributing undue certainty to forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF COLONIAL AND TUYA AS OF 
--->THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE I
--->MPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COM
--->PANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCOR
--->DANCE WITH APPLICABLE SECURITIES LEGISLATION.
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.



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