Forbes & Manhattan Coal Responds to Inaccurate Information from Dissident Shareholders

TORONTO, ONTARIO--(Marketwire - Sept. 19, 2012) - Forbes & Manhattan Coal Corp. (TSX:FMC)(JSE:FMC) ("Forbes Coal" or the "Company") As previously announced, the management nominees for the board of directors of Forbes & Manhattan Coal Corp were elected at the annual and general meeting of shareholders (the "Meeting") held yesterday. Despite news releases following the Meeting from certain shareholders, the Board and management of the Company continue to be focused on strategically growing the Company and its asset base.

Stephan Theron, the Chief Executive Officer of the Company, said: "Forbes Coal has a number of exciting opportunities to strategically and significantly expand its business. We are going to renew our focus on capitalizing on these opportunities."

The Company attempted to hold meaningful discussions between representatives of Forbes Coal and representatives of Resource Capital Funds throughout the day on Monday September 17th, 2012. The Company hopes to re-establish the strong support that RCF had for the Company prior to the distracting proxy contest of the past three weeks. Unfortunately, despite these discussions, the dissidents chose to issue an inflammatory press release on Monday night. The Company believes that this is the second press release that the dissidents have issued in the past four days that contains false and defamatory statements.

Contrary to the description put forward by the dissident shareholders, the Company would like to clearly and publicly describe how the Meeting was conducted:

  • In advance of the Meeting, the dissidents asked the Company to agree to adopt the Proxy Protocol of the Securities Transfer Association of Canada (the "Proxy Protocol") in connection with assessing the validity of proxies. The Company agreed to do so.
  • The Chairman engaged independent legal counsel, to advise him throughout the Meeting.
  • The transfer agent of the Company and scrutineer at the Meeting received invalid proxies. Some of these proxies were votes in favour of the Company and some of these proxies were votes in favour of the dissidents. The scrutineer initially disallowed these proxies and referred them for final decision by the Chairman. The Chairman, on the basis of the Proxy Protocol and after allowing counsel for both the dissident shareholders and the Company to be heard, ruled that the proxies were invalid.
  • The decision to disallow the invalid proxies was in accordance with the Proxy Protocol, which the dissidents requested be followed.

Mr. Theron said: "Given that the dissident shareholders engaged a proxy solicitation firm and a large business law firm, it is disingenuous for them to now complain about the treatment of proxies that were invalid in accordance with the guidelines that the dissidents themselves asked us to follow."

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 Slater Coal (Pty) Ltd., a South African company ("Slater Coal") 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 (collectively, "the Slater Properties"). The mines have a substantial resource base and each mine has a projected life span in excess of 20 years. Forbes Coal is in the process of increasing production at both mines and looks to triple production from 2010 levels in the next three years using existing infrastructure and capacity. The Company has in-place transportation infrastructure allowing its coal to reach both export corridors and the growing domestic coal market. Forbes Coal has a strong balance sheet and an experienced coal-focused management team.

Please refer to the Company's NI 43-101 compliant technical report on the Slater Properties dated March 1, 2011 entitled "Technical Report on Slater Coal and Subsidiaries, KwaZulu-Natal Province, South Africa", available on the SEDAR profile of the Company at Additional information is available at

Cautionary Notes

Johan Odendaal, B.Sc.(Geol.), B.Sc.(Hons)(Min. Econ.), M.Sc. (Min. Eng.), a director of Minxcon and an independent Qualified Person, as defined in National Instrument 43-101 has reviewed and approved the scientific and technical information contained in this release.

The ability of the Company to increase production amounts has not been the subject of a feasibility study and there is no certainty that the proposed expansion will be economically feasible.

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 anticipated production results with respect to the Slater Properties, future financial or operating performance of the Company and its projects, statements regarding the anticipated improvements in logistical support and anticipated improvements in sales, statements made with respect to prospects for the business of the Company, requirements for additional capital, government regulation of the mineral exploration industry, environmental risks, acquisition of mining licences, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. 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 the Company 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 the Company 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.

Contact: Stephan Theron
Company Name: Forbes & Manhattan Coal Corp.
Contact Title: President and Chief Executive Officer
Phone: +1 (416) 861-5912
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Contact: Colinda Parent
Company Name: Forbes & Manhattan Coal Corp.
Contact Title: VP Corporate Development
Phone: +1 (416) 861-5811
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