Kramer Levin Represents Special Committee of Non-Affiliated ICG Directors as International Coal Group Plans to Acquire Anker Coal Group and CoalQuest for $300 Million

March 31, 2005.  International Coal Group, Inc. announced today that it had entered into agreements to acquire Anker Coal Group, Inc. and CoalQuest Development LLC for an aggregate $275 million of stock and assumption of $25 million of funded indebtedness.

ICG would acquire Anker in a stock-for-stock transaction valued at $173.25 million, subject to adjustment, and would assume $25 million of Anker debt.  If ICG completes an initial public offering of common stock by March 31, 2006 the number of ICG shares to be issued to Anker shareholders will be equal to $173.25 million divided by the IPO price but not more than 14.175% of ICG’s fully diluted shares.  $10 million of the shares to be issued to Anker shareholders in the merger are subject to the satisfaction of a contingency, which Anker has told ICG it expects to satisfy later this Spring.

ICG’s CoalQuest acquisition is on similar terms, except that the total value of IPO stock issuable will not exceed $101.75 million, but not more than 8.325% of ICG’s fully diluted shares.  Both acquisitions must occur substantially simultaneously, and each is subject to customary conditions.  ICG expects both transactions to be completed in the second quarter.  If no IPO occurs by March 31, 2006, the maximum percentage amount of shares would be issued.

Funds sponsored by WL Ross & Co. own 9.2% of ICG, 43% of Anker and 51% of CoalQuest.  Accordingly, the acquisitions were negotiated and approved for ICG by a special committee of non-affiliated ICG directors, who were advised by Lehman Brothers as its financial advisor and Kramer, Levin, Naftalis & Frankel as its legal advisors.

Taken together, Anker and CoalQuest have planned 2005 shipments of 6.5 million tons of low sulfur steam and metallurgical coal from mines located principally in West Virginia and Maryland, and have an estimated 385 million tons of proven and probable reserves of steam and metallurgical coal.  Anker plans to open Sycamore Mine No. 2 near Clarksburg, West Virginia during the first half of 2005.  The mine is expected to achieve annual production of 1.2 million tons of steam coal production per year by 2006.  Another property, the Hillman reserve, is estimated to have about 200 million tons of high grade metallurgical and steam coal reserves.  Hillman is scheduled to begin operation within three years and achieve full production in a three-mine complex by 2010, subject to regulatory approvals.  At full production, the Hillman property is expected to have an annual rate of production of 9 million tons per year.

Wilbur L. Ross, ICG’s chairman, said, “We believe that these transactions will provide ICG with accretive earning power and reserves and will provide the shareholders of Anker and CoalQuest with a meaningful stake in a well-capitalized company that is essentially free of legacy liabilities.”