FORBES & MANHATTAN COAL CORP - Report of voting results at annual general meeting

Report of voting results at annual general meeting

Forbes & Manhattan Coal Corp.
(Registration number: 002116278)
(External company registration number: 2011/011661/10)
Share code on the Toronto Stock Exchange: FMC
Share code on the JSE Limited: FMC
ISIN: CA3451171050
(“Forbes Coal” or “the Company”)


REPORT OF VOTING RESULTS AT ANNUAL GENERAL MEETING


In accordance with section 11.3 National Instrument 51-102 – Continuous Disclosure
Obligations, the following sets out the matters voted on at the Annual and Special
General Meeting of Shareholders of Forbes & Manhattan Coal Corp. (the “Company”)
held on June 27, 2014. Each of the matters set out below is described in greater detail
in the Notice of Annual and Special General Meeting of Shareholders and Management
Information Circular mailed to shareholders prior to the Meeting.

Election of Directors

The shareholders approved the election as directors of the persons listed below, based
on the following vote.

                                   % Votes For                  % Votes Withheld
John Dreyer                          98.96%                          1.04%
Bob Francis                          98.96%                          1.04%
Michael Price                        98.96%                          1.04%
David Thomas                          100%                             0%
Craig Wiggill                        98.96%                          1.04%
Bernard Wilson                       98.96%                          1.04%

Appointment of Auditors

The shareholders approved the appointment of McGovern, Hurley, Cunningham, LLP as
the auditors of the Company for 2014 fiscal year and authorized the Board of Directors
to fix their remuneration, based on the following vote.

% Votes For             % Votes Withheld
99.10%                  0.90%

Convertible Loan

The disinterested shareholders approved the payment of an establishment fee in
connection with a convertible loan to the Company from Resource Capital Fund V L.P.
(“RCF”), the payment of interest on the convertible loan and a refinancing of an existing
loan with RCF, and the issuance of common shares in the capital of the Company to
RCF in satisfaction of the conversion of the principal amount of an existing bridge loan
with RCF, and the establishment fee, interest and conversion of the principal amount of
the proposed convertible loan and refinancing.
% Votes For            % Votes Against
98.11%                 1.89%

Issuance of Warrants

The disinterested shareholders approved the issuance of warrants to Investec Bank
Limited (“Investec”), exercisable for common shares in the capital of the Company
having an aggregate value of 50 million South African Rand in connection with a
restructuring of the Company’s senior debt to Investec.

% Votes For            % Votes Against
98.10%                 1.90%


Change of Name

The shareholders approved the change of the Company’s name to “Buffalo Coal Corp.”
or such other name as may be acceptable to the Ontario Ministry of Government
Services and the Toronto Stock Exchange.

% Votes For            % Votes Withheld
99.05%                 0.95%



FORBES & MANHATTAN COAL CORP.
Neil Said
Corporate Secretary

1 July 2014
Johannesburg

Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)

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