ISS Recommends Shareholders Vote for All Walter Energy Nominees on the White Proxy Card

  ISS Recommends Shareholders Vote for All Walter Energy Nominees on the White
  Proxy Card

Nation’s Two Leading Independent Proxy Voting Advisory Services Reject All of
                      Audley Capital’s Director Nominees

Business Wire

BIRMINGHAM, Ala. -- April 15, 2013

Walter Energy, Inc. (NYSE: WLT) (TSX: WLT) today announced that ISS, the
nation’s leading independent proxy voting advisory service, has recommended
that Walter Energy shareholders vote on the WHITE proxy card FOR all ten of
the individuals nominated by the Company’s Board of Directors for election to
the Board at the Company’s Annual Meeting of Shareholders on April 25, 2013.

In recommending its clients reject each and all of Audley Capital’s five
nominees, the ISS report states: “The board appears to already have been in
the process of addressing many of the concerns the dissident raised, and there
is some evidence that it is succeeding. As there does not appear to be a clear
course of action that should be taken instead of what the board is currently
doing, the dissident has not made a compelling case that change at the board
level is warranted, and shareholders should vote on the WHITE proxy card FOR
the management nominees.”

ISS is the second major proxy voting advisory service to endorse all of the
Board’s candidates. Last week Glass Lewis also recommended that shareholders
vote for all of Walter Energy’s nominees.

The Company is sending a letter to its shareholders noting the advisory
services’ recommendations, highlighting its progress on key initiatives, and
reaffirming the significant work that is underway to position Walter Energy to
build value for shareholders as met coal prices rebound.

Text of April 15 letter to Walter Energy Shareholders:

Dear Fellow Walter Energy Shareholders:

With only a short time before our Annual Meeting on April 25th, we wanted to
bring you up to date on several important developments, as you have a clear
choice before you related to your investment in Walter Energy and its path

   ISS and Glass Lewis -- the Nation’s Two Leading Independent Proxy Voting
  Advisory Services -- Recommend FOR all Walter Energy Nominees on the WHITE
                                  Proxy Card

The two leading independent proxy advisory services, ISS and Glass Lewis, have
both recommended that our shareholders vote on the WHITE proxy card for Walter
Energy’s entire slate of board nominees -- rejecting every one of the director
nominees of Audley Capital, a U.K.-based activist hedge fund that is
attempting to take effective control of the board despite owning less than
one-tenth of one percent of your Company’s outstanding shares.

We know we have more work to do. We are focused on reducing costs
aggressively, safely increasing profitable met coal production, and improving
our financial flexibility.

We believe our progress is tangible, as demonstrated by our recently announced
first quarter preliminary operating results. They show improved performance,
driven largely by increased metallurgical coal sales volume and pricing,
increased production, and lower costs.

We emphasize that your Board and management team are not tied to any asset;
our sole objective is to create value. We are committed to continue the
transformational work that led to Walter Energy’s evolution into a highly
valuable and unique “pure play” met coal company, while taking decisive action
to generate cash and significantly reduce debt.

We urge you to vote the WHITE proxy card and elect Walter Energy's slate of
directors, and help them, along with the new management team, to continue
their path to creating value on your behalf.

Key excerpts from the ISS report:

“The board appears to already have been in the process of addressing many of
the concerns the dissident raised, and there is some evidence that it is
succeeding. As there does not appear to be a clear course of action that
should be taken instead of what the board is currently doing, the dissident
has not made a compelling case that change at the board level is warranted.”

“It is perhaps especially telling that the key parts of the dissidents plan
appear to be actions the board has already identified and begun implementing.”

“The board has acknowledged that it is working to address [high debt load and
perception of poor cost controls], and had implemented plans publicly to do so
well before the dissident began its campaign. There is evidence that it has
done so.”

“It is unclear . . . what the board should do differently going forward, since
it has also committed to reducing debt to levels the dissident also believes
are appropriate.”

Key excerpts from the Glass Lewis report:

“…we believe the significant decline in the Company’s share price over the
past several years can be largely attributed to a wider industry decline and
lower prices for metallurgical coal and not to egregious mismanagement under
the current board, as claimed by the Dissident.”

“Overall, given that the current board appears to be making reasonable
progress on cost controls, changing oversight of this process at this time
appears unwarranted, in our view.”

“. . . we do not believe there are significant knowledge or experience gaps on
the existing board that need to be addressed. …Overall, we believe the current
board has adequate industry experience to effectively oversee the Company as
well as a reasonable number of recent appointees to provide fresh

“We are also concerned that the Dissident holds just 0.1% of the Company’s
outstanding shares as of the record date. Given the relatively small ownership
stake in the Company held by the Dissident and its nominees, we question
whether they would serve as the most effective monitors and representatives of
shareholder interests on the board.”

Walter Energy’s Strategic Plan to Build Shareholder Value Is Gaining Momentum

In our letters over the past few weeks, we have highlighted to you our key
strategic initiatives and benchmarked our goals. We continue to make progress,
as demonstrated by our preliminary first quarter operating results.

  *We are aggressively reducing costs: The Company expects to report that
    metallurgical coal cash cost of sales for the first quarter 2013 declined
    by over $10 per metric ton as compared with the fourth quarter 2012.
  *We are focusing on profitable production: In addition to the idlings
    announced last year, last month we announced the idling of our Willow
    Creek mine and the closing of our North River thermal mine nine months
    ahead of schedule.
  *We are improving our financial flexibility: Last month we completed a
    second bond offering to enhance our liquidity and extend our maturity
    profile, resulting in no material debt payments until 2015 and no
    incremental funding required at this time.

Notably, research analysts reacted positively to our preliminary first quarter
operating statistics.

“We believe [the preliminary earnings announcement] supports the view that
Walter’s operations are moving in the right direction . . .” – Nomura; April
12, 2013

“. . . production and cost control execution represents progress in moving
costs lower as the year progresses . . . this positive pre-announcement
removes a key overhang for the stock.” –Morgan Stanley; April 11, 2012

Audley Capital’s Ideas Are Value Destructive and Not Aligned with Shareholders

Audley Capital continues to put forward a flawed agenda comprised of a
restatement of our pre-existing strategic initiatives, misleading assertions,
and value destructive ideas. They provide no clear long-term plan for the
Company that differs from our business plan other than to propose such
value-destructive ideas as ill-timed divestitures or off-balance sheet and
dilutive financings to be pursued at the trough of the met coal cycle. The
implementation of the Audley agenda would be highly problematic for Walter
Energy and its shareholders.

It is notable that third parties have asserted that Audley Capital’s attempt
to seize effective control of your Company has negatively impacted our stock

“Uncertainty stemming from an ongoing proxy battle has led WLT to materially
underperform its peers…The slow met market has weighed heavily on the group,
but uncertainty from the proxy battle has no doubt exacerbated WLT’s decline.”
– Cowen Securities; April 10, 2013

Walter Energy already has the right leadership, the right strategy, and a
commitment to deliver results on your behalf that has never been stronger. We
are also committed to open and candid communications with our owners. Finally,
we believe we are entering a stronger period of met coal prices with a
streamlined and disciplined organization that is poised to reduce debt and
deliver returns for shareholders.

Now is not the time to disrupt our momentum. Please vote for ALL TEN of Walter
Energy’s nominees – your Board and management team are committed to build and
deliver value for our shareholders, today and in the future.

Your vote is important in this election, and we urge you to vote TODAY so that
your voice is heard. To elect the Walter Energy Board’s nominees, we encourage
you to vote today by telephone, by Internet, or by signing and dating the
enclosed WHITE proxy card and returning it in the postage-paid envelope
provided. We also urge you to discard all proxy cards sent to you by Audley


Michael T. Tokarz, Chairman of the Board

Walter J. Scheller, III, Chief Executive Officer and Director

*Walter Energy has not requested or obtained the consent of any third party

About Walter Energy

Walter Energy is a leading, publicly traded “pure-play” metallurgical coal
producer for the global steel industry with strategic access to high-growth
steel markets in Asia, South America and Europe. The Company also produces
thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter
Energy employs approximately 4,100 employees and contractors with operations
in the United States, Canada and United Kingdom. For more information about
Walter Energy, please visit

Safe Harbor Statement

Except for historical information contained herein, the statements in this
release are forward-looking and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and may involve a number
of risks and uncertainties. Forward-looking statements are based on
information available to management at the time, and they involve judgments
and estimates. Forward-looking statements include expressions such as
"believe," "anticipate," "expect," "estimate," "intend," "may," "plan,"
"predict," "will," and similar terms and expressions. These forward-looking
statements are made based on expectations and beliefs concerning future events
affecting us and are subject to various risks, uncertainties and factors
relating to our operations and business environment, all of which are
difficult to predict and many of which are beyond our control, that could
cause our actual results to differ materially from those matters expressed in
or implied by these forward-looking statements. The following factors are
among those that may cause actual results to differ materially from our
forward-looking statements: unfavorable economic, financial and business
conditions; the global economic crisis; market conditions beyond our control;
prolonged decline in the price of coal; decline in global coal or steel
demand; prolonged or dramatic shortages or difficulties in coal production;
our customer's refusal to honor or renew contracts; our ability to collect
payments from our customers; inherent risks in coal mining such as weather
patterns and conditions affecting production, geological conditions, equipment
failure and other operational risks associated with mining; title defects
preventing us from (or resulting in additional costs for) mining our mineral
interests; concentration of our mining operations in limited number of areas;
a significant reduction of, or loss of purchases by, our largest customers;
unavailability of cost-effective transportation for our coal; availability,
performance and costs of railroad, barge, truck and other transportation;
disruptions or delays at the port facilities we use; risks associated with our
reclamation and mine closure obligations, including failure to obtain or renew
surety bonds; significant increase in competitive pressures and foreign
currency fluctuations; significant cost increases and delays in the delivery
of raw materials, mining equipment and purchased components; availability of
adequate skilled employees and other labor relations matters; inaccuracies in
our estimates of our coal reserves; estimates concerning economically
recoverable coal reserves; greater than anticipated costs incurred for
compliance with environmental liabilities or limitations on our abilities to
produce or sell coal; our ability to attract and retain key personnel; future
regulations that increase our costs or limit our ability to produce coal; new
laws and regulations to reduce greenhouse gas emissions that impact the demand
for our coal reserves; adverse rulings in current or future litigation;
inability to access needed capital; events beyond our control may result in an
event of default under one or more of our debt instruments; availability of
licenses, permits, and other authorizations may be subject to challenges;
risks associated with our reclamation and mine closure obligations; failure to
meet project development and expansion targets; risks associated with
operating in foreign jurisdictions; risks related to our indebtedness and our
ability to generate cash for our financial obligations; downgrade in our
credit rating; our ability to identify suitable acquisition candidates to
promote growth; our ability to successfully integrate acquisitions; our
exposure to indemnification obligations; volatility in the price of our common
stock; our ability to pay regular dividends to stockholders; costs related to
our post-retirement benefit obligations and workers' compensation obligations;
our exposure to litigation; and other risks and uncertainties including those
described in our filings with the SEC. Forward-looking statements made by us
in this release, or elsewhere, speak only as of the date on which the
statements were made. You are advised to read the risk factors in our most
recently filed Annual Report on Form 10-K and subsequent filings with the SEC,
which are available on our website at and on the SEC's
website at New risks and uncertainties arise from time to time,
and it is impossible for us to predict these events or how they may affect us
or our anticipated results. We have no duty to, and do not intend to, update
or revise the forward-looking statements in this release, except as may be
required by law. In light of these risks and uncertainties, readers should
keep in mind that any forward-looking statement made in this press release may
not occur. All data presented herein is as of the date of this release unless
otherwise noted.

Important Additional Information

On March 8, 2013, Walter Energy filed with the Securities and Exchange
Commission (“SEC”), a definitive proxy statement (as it may be amended or
supplemented, the “Proxy Statement”) concerning the proposals to be presented
at Walter Energy’s 2013 Annual Meeting of Stockholders in connection with the
solicitation of proxies from Walter Energy’s stockholders. The Proxy Statement
contains important information about Walter Energy and the 2013 Annual
Meeting. In addition, Walter Energy files annual, quarterly and special
reports, proxy statements and other information with the SEC. INVESTORS AND
available free of charge at the SEC’s website ( or from Walter
Energy at our investor relations website
( The contents of the websites
referenced herein are not deemed to be incorporated by reference into the
Proxy Statement.

Certain Information Regarding Participants

Walter Energy, its directors and certain of its officers may be deemed to be
participants in the solicitation of Walter Energy’s stockholders in connection
with its 2013 Annual Meeting. Information regarding the names, affiliations
and direct and indirect interests (by security holdings or otherwise) of these
persons is found in the Proxy Statement for the 2013 Annual Meeting, which is
filed with the SEC. Additional information regarding these persons can also be
found in other documents filed by Walter Energy with the SEC. Stockholders are
able to obtain a free copy of the Proxy Statement and other documents filed by
Walter Energy with the SEC from the sources listed above.


For media:
Ruth Pachman, 212-521-4891
For investors:
Mark Tubb, 205-745-2627
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