Forbes & Manhattan Coal Corp.
TSX : FMC
JSE : FMC

Forbes & Manhattan Coal Corp.

September 11, 2012 12:26 ET

Forbes Coal Management Have Not Agreed to Serve With Dissidents

Submit Blue Proxy Immediately in Favour of Management's Board Nominees

TORONTO, ONTARIO--(Marketwire - Sept. 11, 2012) - The majority of the current board of directors and management of Forbes & Manhattan Coal Corp. (TSX:FMC)(JSE:FMC) would like to raise several concerns over the proposed slate of Forbes Coal board nominees put forward by a group of dissident shareholders ("Dissidents").

The current board also has serious concerns over the future of Forbes Coal should the company be under the governance of the proposed slate of the Dissident group. Senior management have not agreed to remain with the Company if the Dissident group is elected.

The Forbes Coal board is concerned that the two alternate nominees proposed by a group led by Resource Capital Funds ("RCF") have not had any experience serving on public company boards in Canada and as a result have little Canadian corporate governance experience.

The management of Forbes Coal has hitherto enjoyed the board's unanimous support, including that of Mr. Ryan Bennett, the director representing RCF. Mr. Bennett also chairs the board's corporate governance committee, and has raised no governance concerns to date. In addition, until recently Mr. Bennett has not objected to any decision taken by the board and in fact has indicated his full support for the current management's strategy.

The Dissidents' slate of board nominees would be influenced by one shareholder, RCF, while the management slate would result in a majority of independent directors protecting the interest of all shareholders.

The Forbes Coal board is of the view that the company will be better served with Mr. Bernard Wilson, currently the Chairman of the Founders Board of the Institute of Corporate Directors, as lead independent director of the company.

Furthermore, the Forbes Coal board believes that current management has done an excellent job meeting its production, sales and earnings targets and is concerned that the Dissident group's slate will disrupt management of the company, leading to a reduction in value for all shareholders.

Finally, we highlight to shareholders that the Dissident group has not made public its strategic plans and vision for Forbes Coal and as such the current Board believes that shareholders who support the Dissident group are doing so without full and plain disclosure of all facts.

Mr. Theron, Forbes Coal's chief executive officer, said: "I fully support the current board, management and our plan to move Forbes Coal forward. I have serious concerns about the way the Dissidents, led by RCF, have gone about proposing changes to the board." Mr. Theron added: "I fully intend to submit my BLUE proxy as a vote in favour of management's board nominees. I urge other Forbes Coal shareholders to do the same. Our objective has always been to maximize long-term returns for the company and our shareholders."

The Dissidents' slate would not only tilt the board to their advantage but would also risk upsetting the close cooperation between the board and management that has enabled Forbes Coal to successfully execute its strategy in the face of immensely challenging conditions in the global coal industry.

Mr. Theron said: "We are proud of what Forbes Coal has achieved since taking a majority stake in the Magdalena and Aviemore mines in South Africa in 2010. We have improved their performance by almost every measure, and have met all our key operational and financial targets. Regrettably, the Dissidents are now threatening to disrupt this progress. They have not put forward any alternative business plan for Forbes Coal beyond the one being implemented by the current board and management."

Attention Forbes Coal shareholders:

Forbes Coal shareholders are due to elect directors for the coming year at the annual meeting on September 17, 2012.

You are urged to vote only your BLUE proxy well in advance of the deadline of 10 a.m. (Toronto time) on September 13, 2012.

If you have any questions about your vote, please contact Kingsdale Shareholder Services at 1-866-230-2635 toll free in North America or at (416) 867 2272 outside of North America (collect calls accepted) or by email at contactus@kingsdaleshareholder.com.

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 holds a 100% interest in the Magdalena bituminous mine and the Aviemore anthracite mine in South Africa. The mines have a substantial resource base and each mine has a projected life span in excess of 20 years. Forbes Coal is increasing production at both mines 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.

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 anticipated changes to corporate governance practices, projected future production and exports, future financial or operating performance of the Company and its projects and statements made with respect to prospects for the business of the Company. 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.

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