Waratah Coal Inc.

Waratah Coal Inc.

December 22, 2008 00:48 ET

Waratah Announces Changes to Its Board of Directors

BRISBANE, AUSTRALIA and VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 22, 2008) - Waratah Coal Inc. ("Waratah" or the "Company") (TSX VENTURE:WCI)(ASX:WCI) announced today that Mr. Shaun Maskerine, Mr. Nicholas Mather, Mr. Howard Stack and Mr. Andrew Wilson (the "Outgoing Directors") have resigned from the Board of Directors. These resigning Board members have been replaced by Professor Clive Palmer, Mr. Clive Mensink, Mr. Geoffrey Stephen Smith and Mr. Domenic Martino (the "Incoming Directors"). Peter Lynch, Waratah's President and Chief Executive Officer, will continue to hold his position as a Director. Professor Palmer has been named the Chairman of the Board.

Mr. Maskerine has also resigned from his position as Waratah's Corporate Secretary. He has been replaced by Mr. Derek Payne.

Waratah would like to thank the Outgoing Directors for their contributions to the Company and welcome the Incoming Directors and the new Corporate Secretary.

These changes follow the acquisition of approximately 73.2% of the outstanding Waratah common shares by Mineralogy Canada Acquisition Corp. ("Mineralogy Canada"), a wholly owned subsidiary of Mineralogy Pty Ltd. ("Mineralogy"), by way of a take-over bid. Together with shares previously purchased, Mineralogy Canada now owns approximately 90.7% of the issued and outstanding Waratah common shares. The Incoming Directors and the new Corporate Secretary are all nominees of Mineralogy.

Mineralogy Canada has amended its take-over bid to extend the deadline for acceptance to 5:00 p.m. (Vancouver time) on January 5, 2009. Mineralogy Canada has stated that it intends, after the expiry of its take-over bid, to enter into one or more transactions to enable it or one of its affiliates to acquire all of the Waratah common shares not deposited pursuant to the take-over bid for the same consideration as provided under the take-over bid.

Professor Clive Palmer

Professor Palmer has over 25 years experience in the Australian resource industry and has had significant success with major projects. He is Chairman and Founder of Mineralogy, a private Australian Company that has successfully concluded major transactions with a number of companies including the Chinese Government-owned CITIC Pacific Limited (HK Listed), Australasian Resources Limited (ASX Listed) and a Memorandum of Understanding with Fortescue Metals Limited (ASX Listed).

Mineralogy holds one of the world's major iron ore deposits estimated to be over 160 billion tonnes in the Pilbara region of Western Australia. CITIC Pacific Limited has commenced the development of a A$4 billion project, funded by Chinese Government owned Banks, to export 24 million tonnes of iron ore annually from Western Australia. Professor Palmer is also a Director of 28 other companies and a leader in the Australian community with business affiliations throughout the world.

Mr. Clive Mensink

Mr. Mensink is a Senior Executive Officer with Mineralogy and has been with Mineralogy for over 15 years. As Project Manager for Mineralogy's numerous exploration programmes, Mr. Mensink has played a key role in the development of the Balmoral South Project. He has led and has been instrumental in the success of numerous business delegations which have represented Mineralogy in the Peoples Republic of China.

Mr. Geoffrey Stephen Smith

Mr. Smith has 28 years experience as a lawyer and a senior partner in the prominent Queensland, Australia legal firm of Bell Legal Group. Mr. Smith has extensive experience in commercial litigation, intellectual property and corporate work throughout his long career and has been a registered arbitrator for over 10 years. Mr. Smith retired as a principal of his legal practice to take up his appointment as Managing Director Legal of Mineralogy.

Mr. Domenic Martino

Mr. Martino was the Chief Executive Officer of Deloitte Touche Tohmatsu in Australia from 2001 to 2003. During that time he was also a member of the Global Executive Committee of Deloitte Touche Tohmatsu International. Prior to taking on the position as Chief Executive Officer he was the Managing Partner of Deloitte Touche Tohmatsu's New South Wales operations from 1998 to 2001. He was a partner of Deloitte Touche Tohmatsu and its predecessor firms from 1981 to 2003 during which time, in addition to a number of management operational roles, he specialised in the corporate finance area including mergers and acquisitions, initial public offerings and strategic opportunities. Mr. Martino is a Director and Non-Executive Chairman of Australasian Resources Ltd, a Director and Chairman of Computercorp Limited, and a director of AIM/TSX listed Gladstone Pacific Nickel Ltd. He was a founding Director and former Chairman of coal bed methane companies Sydney Gas Limited and Blue Energy Limited (formerly Energy Investments Limited).

Mr. Derek Payne

Mr. Payne has a Bachelor of Commerce degree majoring in Accounting and Finance and in Information Systems and Management Science. He is a Certified Practising Accountant, currently engaged by Mineralogy as Finance Director, Manager of Cold Mountain Stud Pty Ltd and director of Bushjet Pty Ltd.

Mr. Payne has a wide range of experience in business and financial management issues within a diverse range of industries including broadcasting, performance arts, corrections, financial services, training and mining development.

A particular focus has been the implementation of financial systems, policies and compliance for start ups and for newly corporatized entities. Derek has been actively engaged in Corporations Law compliance work, secretarial duties, strategic planning, built asset maintenance, IT network support as well as more usual financial controller functions and management and financial accounting operations.

This press release does not constitute an offer to sell or a solicitation to buy any of the securities of Waratah in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("the U.S. Securities Act") or any state securities law and may not be offered or sold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary language:

Except for the historical and present factual information contained herein, the matters set forth in this news release, including words such as "expects", "projects", "plans", "anticipates" and similar expressions, are forward-looking information that represents management of Waratah's internal projections, expectations or beliefs concerning, among other things, future operating results and various components thereof or the economic performance of Waratah. The projections, estimates and beliefs contained in such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Waratah's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those described in Waratah's filings with the Canadian securities authorities. Accordingly, holders of Waratah shares and potential investors are cautioned that events or circumstances could cause results to differ materially from those predicted. Waratah disclaims any responsibility to update these forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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