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Results of 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”)
FORBES COAL ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS
TORONTO, ONTARIO – June 27, 2014: Forbes & Manhattan Coal Corp. (“Forbes Coal” or
the “Company”) (TSX: FMC) (JSE: FMC) is pleased to announce that shareholders voted in
favour of all items of business brought before them at the Company’s Annual General and
Special Meeting of Shareholders (“AGM”) held in Toronto, Ontario, on June 27, 2014.
The nominees listed in the Forbes Coal management proxy circular for the 2014 AGM, other
than Mr. Thomas Roussel, were re-elected as directors of Forbes Coal. Mr. David Thomas was
nominated from the floor at the AGM. Detailed results are set out below.
% 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%
Shareholders approved the appointment of McGovern, Hurley, Cunningham LLP as auditors of
Forbes Coal until the next annual meeting of shareholders. Disinterested shareholders
approved a resolution authorizing the payment of an establishment fee in connection with a
convertible loan to Forbes Coal 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 Forbes Coal 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.
Disinterested shareholders also approved a resolution authorizing the issuance of warrants to
Investec Bank Limited (“Investec”), exercisable for common shares of Forbes Coal.
Shareholders also approved a change of the company’s name to “Buffalo Coal Corp.”, subject
to Toronto Stock Exchange (“TSX”) Approval.
Craig Wiggill, on behalf of the board of the Company, stated “the overwhelming support
received from the shareholders at the meeting was gratifying and is also one of the last steps of
the significant restructuring process that was started in September and is now essentially
complete.
This restructuring of the Company will result in a meaningful reduction of costs and has
refocused the Company around its existing operating asset base. The board has strong
confidence in the new management team which is now entirely based in South Africa,led by
Malcolm Campbell as CEO and Sarah Williams as CFO. The final tranche of funds to be
received by the Company will soon be applied to new equipment procurement with the first
significant item, a new MC430 continuous miner supplied by Sandvik, about to be delivered to
Magdalena Colliery.
Shareholders will be advised, upon receipt of the requisite TSX approval, of further dertails and
salient dates of the name change.
The removal of a number of legacy issues, the strong support of its principle shareholder, RCF,
and the Company’s strategic financial partner, Investec, has created a good operating platform
for the soon to be newly branded Buffalo Coal Corp. From this platform the Company intends to
rebuild its long term sustainability and profitability based around its two operating mines in
South Africa while also looking at growth opportunities with synergies to its asset base.”
About Forbes Coal
Forbes Coal is a growing coal producer in southern Africa. It holds a majority interest in two
operating mines through its 100% interest in Forbes Coal (Pty) Ltd., a South African company
which has a 70% interest in Zinoju Coal (Pty) Ltd. (“Zinoju”). Zinoju holds a 100% interest in the
Magdalena bituminous mine and the Aviemore anthracite mine in South Africa. Forbes Coal has
an experienced coal-focused management team.
Cautionary Notes:
This press release contains “forward-looking information” within the meaning of applicable
Canadian securities legislation. Forward-looking information includes, but is not limited to,
statements with respect to the results of the AGM and future financial or operating performance
of Forbes Coal and its projects. Generally, forward-looking information can be identified by the
use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is
expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not
anticipate”, or “believes”, or variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity, performance or
achievements of Forbes Coal to be materially different from those expressed or implied by such
forward-looking information, including but not limited to: general business, economic,
competitive, foreign operations, political and social uncertainties; a history of operating losses;
delay or failure to receive board or regulatory approvals; timing and availability of external
financing on acceptable terms; not realizing on the potential benefits of the proposed
transaction; conclusions of economic evaluations; changes in project parameters as plans
continue to be refined; future prices of mineral products; failure of plant, equipment or processes
to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and,
delays in obtaining governmental approvals or required financing or in the completion of
activities. Although Forbes Coal has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking information, there may
be other factors that cause results not to be as anticipated, estimated or intended. There can be
no assurance that such information will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements. Accordingly, readers should
not place undue reliance on forward-looking information. The Company does not undertake to
update any forward-looking information, except in accordance with applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
Craig Wiggill
Chairman
27 82 924 4444
Email: crwiggill@gmail.com
Malcolm Campbell
Chief Executive Officer
27 82 924 4444
Email : mcampbell@forbescoal.com
30 June 2014
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
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