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Results of Annual General and Special Meeting
Buffalo Coal Corp.
(previously Forbes & Manhattan Coal Corp.)
(Registration number: 001891261)
(External company registration number: 2011/011661/10)
Share code on the Toronto Stock Exchange: BUF
Share code on the JSE Limited: BUC
ISIN: CA1194421014
(“Buffalo Coal” or “the Company”)
BUFFALO COAL ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL
MEETING OF SHAREHOLDERS
The Company is pleased to announce that shareholders voted in favour of all items of business brought
before them at the Company’s annual and special meeting of shareholders of the Company (“AGM”)
held in Toronto, Ontario, on June 19, 2015.
The nominees listed in the Buffalo Coal management proxy circular for the 2015 AGM (the “Circular”)
were re-elected as directors of Buffalo Coal. Detailed results are set out below.
% Votes For % Votes Withheld
John Dreyer 99.87% 0.13%
Robert Francis 99.87% 0.13%
Michael Price 99.87% 0.13%
David Thomas 99.87% 0.13%
Craig Wiggill 99.87% 0.13%
Shareholders also approved the appointment of McGovern, Hurley, Cunningham LLP as auditors of
Buffalo Coal until the next annual meeting of shareholders.
In addition, disinterested shareholders approved the amendment to the Company’s Stock Option Plan
to, among other things, increase the rolling maximum number of common shares issuable thereunder,
and under any other security based compensation arrangements of the Company, from 10% to 20% of
the outstanding common shares.
Disinterested shareholders also approved the issuance of common shares to settle performance
bonuses and previously allocated restricted stock unit awards for prior fiscal years to certain employees
and the Chairman of the Company.
Lastly, disinterested shareholders approved the amendment of an existing US$25 million convertible
loan facility with Resource Capital Fund V L.P. (“RCF”). The amendments included, among others, an
increase in the principal amount from US$25 million to US$29 million to account for a new US$4 million
secured loan from RCF, increasing the interest rate under the amended and restated US$29 million
convertible loan facility (the “Amended RCF Loan Facility”) from 12% to 15%, decreasing the conversion
price of the principal amount of the Amended RCF Loan Facility from C$0.1446 to C$0.0469, and the
issuance of common shares to RCF in satisfaction of the conversion of principal amounts of, and interest
payments under, the Amended RCF Loan Facility.
Craig Wiggill, on behalf of the board of the Company, stated “The Company has continued to undertake
various restructuring initiatives over the past year, to ensure sustainability in difficult market conditions.
These have included the raising of additional funding from RCF and two retrenchment processes
undertaken at the Company’s operations in Dundee, South Africa, the second one of which is still
currently in a consultation period as required in terms of South African law. The ongoing support from
RCF and other shareholders has and continues to play a critical role in the turn-around of Buffalo Coal to
enable it to rebuild its long term sustainability and profitability.”
For further details, please see the report on voting results filed by the Corporation on June 19, 2015 and
the Circular, copies of which are available under the Company’s profile on SEDAR at www.sedar.com.
REPORT OF VOTING RESULTS
In accordance with section 11.3 National Instrument 51-102 – Continuous Disclosure Obligations, the
following sets out the matters voted on at the AGM (the “Shareholders”) of Buffalo Coal Corp. (the
“Corporation”). Each of the matters set out below is described in greater detail in the notice of AGM of
Shareholders and management information circular dated May 19, 2015 (the “Circular”) mailed to
shareholders prior to the Meeting.
Number of Directors
The Shareholders approved that the number of directors to be elected at the meeting be fixed at five
directors, all as more particularly set out in the Circular, based on the following vote:
% Votes For % Votes Against
99.92% 0.08%
Election of Directors
The Shareholders approved the election as directors of the persons listed below, all as more particularly
set out in the Circular, based on the following vote:
% Votes For % Votes Withheld
John Dreyer 99.87% 0.13%
Robert Francis 99.87% 0.13%
Michael Price 99.87% 0.13%
David Thomas 99.87% 0.13%
Craig Wiggill 99.87% 0.13%
Appointment of Auditors
The Shareholders approved the appointment of McGovern, Hurley, Cunningham LLP as the auditors of
the Company until the close of the next annual meeting of shareholders of the Corporation and
authorized the Board of Directors to fix their remuneration, all as more particularly set out in the
Circular, based on the following vote:
% Votes For % Votes Withheld
99.95% 0.05%
Amendment to Stock Option Plan
Disinterested Shareholders approved amendments to the Stock Option Plan as set forth in the Circular,
including (a) to increase the maximum number of Common Shares issuable thereunder, and under any
other security based compensation arrangement of the Corporation, from a maximum of 10% to a
maximum of 20% of the number of issued and outstanding Common Shares at the time of grant, from
time to time, (b) to remove the 10% insider limits under the Stock Option Plan; and (c) to remove certain
restrictions that limit the number of Common Shares issuable to any one person pursuant to the grant
of stock options to that number which is equal to 5% of the total number of outstanding Common
Shares. Disinterested Shareholders further approved unallocated options, rights and other entitlements
under the Stock Option Plan, as amended, until June 19, 2018, as set forth in the Circular, based on the
following vote:
% Votes For % Votes Against
99.01% 0.99%
Settlement of Bonuses and Restricted Share Units (“RSU”)
Disinterested Shareholders approved the resolution authorizing and directing the Corporation to issue
an aggregate of approximately 3,503,125 common shares of the Corporation (“Common Shares”) to
certain officers and employees of the Corporation in settlement of cash bonuses and approximately
2,083,333 Common Shares to the Chairman in settlement of a previously allocated RSU award, all as
more particularly described in the Circular, based on the following vote:
% Votes For % Votes Against
99.84% 0.16%
Resource Capital Fund V L.P. (“RCF”) US$29 Million Convertible Loan Facility
Disinterested Shareholders approved the resolution for the conversion of the Bridge Loan into the
Amended and Restated RCF Loan; the amendments to the Existing RCF Loan set out in the Circular; and
the issuance to RCF of an additional 667,192,010 Common Shares (in addition to that number of
Common Shares previously authorized by the Shareholders in connection with the approval of the
Existing RCF Loan) upon conversion of the principal amount of the Amended and Restated RCF Loan and
interest payments thereunder (or such other higher number of Common Shares not previously
authorized for issuance by the Shareholders as may be required to satisfy the obligations of the
Corporation under the Amended and Restated RCF Loan after giving effect to any changes in the
assumed exchange rate and/or the assumed conversion price of the interest payable under the
Amended and Restated RCF Loan), all as more particularly described in the Circular, based on the
following vote:
% Votes For % Votes Against
99.16% 0.84%
Capitalized terms used but not otherwise defined in this voting report shall have the meanings ascribed
thereto in the Circular, a copy of which is available under the Corporation’s profile on SEDAR
(www.sedar.com).
About Buffalo Coal
Buffalo Coal is a coal producer in southern Africa. It holds a majority interest in two operating mines
through its 100% interest in Buffalo Coal Dundee (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. Buffalo 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 future financial or operating performance of Buffalo 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 Buffalo 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 Buffalo 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. Buffalo Coal does not undertake to update any forward-looking
information, except in accordance with applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
Malcolm Campbell Sarah Williams
Chief Executive Officer Chief Financial Officer
+27 82 924 4444 +27 83 781 1405
Email: malcolm.campbell@buffalocoal.co.za Email : sarah.williams@buffalocoal.co.za
19 June 2015
Sponsor
Questco (Pty) Ltd
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