Concerned Shareholders of Forbes & Manhattan Coal Corp. urge shareholders to vote the yellow proxy for board change

DENVER, CO, Sept. 4, 2012 /CNW/ - Resource Capital Fund V L.P. ("RCF"), Terrafirma Securities Holdings LL.C. and Skye Alba Pty Ltd, (together the "Concerned Shareholders") propose the following resolutions be considered at the Annual General Meeting ("AGM") of shareholders of Forbes & Manhattan Coal Corp. (the "Company") to be held on September 17, 2012:

  • Change the Board - FOR the election of the Concerned Shareholders' nominees instead of the Company's proposed nominees. The proposed alternative directors slate consists of:

Mr. Stephan Theron

Mr. Stan Bharti

Mr. Grant Davey

Mr. Ryan Bennett

Mr. John Dreyer

Mr. Craig Wiggill

  • Non-binding advisory resolutions to effect measures for the protection of all shareholders -
    • FOR the majority of the board of directors (the "Board") to be comprised of directors free from any material direct or indirect relationship with the Company or its executive officers;
    • FOR the independent directors to review the existing remuneration arrangements of all directors; and
    • FOR the Company to adopt an individual election process by shareholder majority at the next AGM.

Purpose

The purpose of these resolutions is to enhance the capability of the Board, and to ensure the Company is run in the best interests of the Company, and all its shareholders.

RCF raised concerns over corporate governance and board structure with the Company, and specifically put forward director nominations for consideration, at least five weeks prior to the issue of the Company's proxy circular. However, despite these concerns having been repeatedly reiterated, the issues raised were not dealt with in a manner that addresses the inadequacies of the present Board composition.

Reluctantly, the Concerned Shareholders have been compelled to seek the support of all other shareholders by the issue of the dissident proxy circular and this press release.

Capability of the Board

The Concerned Shareholders propose an alternative slate of directors for the Company, which includes Mr. John Dreyer and Mr. Craig Wiggill.  The professional backgrounds of these new nominees can be found in the proxy materials circulated to shareholders by the Concerned Shareholders on September 4, 2012 (and also available at www.sedar.com).

The Concerned Shareholders believe these two independent nominees have appropriate expertise and experience in the global coal industry, and specifically South Africa.  The election of these nominees would add significantly to the capacity of the board, providing appropriate input to the strategic direction of the Company, as well as experienced oversight and support for management.

These nominees do not have any material relationship (past or present) with any of the Concerned Shareholders.

Under the Concerned Shareholders' director's slate, these two independents would be joined by four current members of the board: Messrs. Bennett, Bharti, Davey and Theron.

Corporate Governance

There are significant layers of overlap of the Company's current directors and management with other companies in the Forbes & Manhattan Group ("F&M Entities").  The Concerned Shareholders therefore have serious reservations about the following:

(a) the current terms of certain consulting agreements with existing directors, including the level of remuneration, as well as agreements between the Company and other F&M Entities; and

(b) relationships between management and directors connected with other F&M Entities, and the ability of either to bring independent judgment to the strategic direction and oversight of the Company.

The Concerned Shareholders believe electing two new, experienced, qualified and independent directors to the Board will assist to address these concerns and ensure the Company is managed in the best interest of the Company, and all of its shareholders.

If the various matters put forth by the Concerned Shareholders are approved at the AGM, it is anticipated the elected directors will meet to select a Chairman of the Board from among themselves immediately following the AGM.  It is also anticipated a special Nominations Committee will be formed to conduct a search for a suitably qualified and independent seventh director, to be named at a later date, in order to give effect to the shareholder's non-binding resolution seeking majority independence of the Board.

It is important to note the Concerned Shareholders do not seek control of the Company.  Instead, they seek to strengthen the capability of the Board, and corporate governance standards at the Company, for the benefit of all shareholders.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained herein are "forward looking statements" within the meaning of applicable securities laws. Often, but not always, forward-looking statements may be identified by their use of forward-looking terminology such as the words "plans", "expects", "expected", "projects", "believes", "anticipates", "intends", "estimates", "scheduled" or other similar words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to known and unknown risks, uncertainties and other factors which could cause actual results, performances or achievements to differ materially from future results expressed or implied by such forward looking statements.  Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the Concerned Shareholders' assessment of the effect of the proposed changes on the Company and on the shareholders of the Company, the timing and prospects for the implementation thereof, general economic and market conditions, changes in law and the ability to implement business strategies and pursue business opportunities.  Shareholders are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in the Company's filings with applicable Canadian securities commissions, copies of which are available at www.sedar.com.  Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.


SOURCE: Resource Capital Funds V L.P.

For further information:

Please direct all inquiries to:

If you have any questions about the information contained in this press release or require assistance in completing your proxy form, please contact:

North American Toll Free Number: 1-888-605-8411
Email: askus@georgeson.com 
RCF Contact: Mason Hills, Partner, +1 720 946 1444

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Resource Capital Funds V L.P.

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