Forbes Coal Provides Corporate Update

FOR: Forbes & Manhattan Coal Corp. 
MAY 29, 2014 
Forbes Coal Provides Corporate Update 
TORONTO, ONTARIO--(Marketwired - May 29, 2014) - Forbes & Manhattan Coal
Corp. ("Forbes Coal" or the "Company") (TSX:FMC)(JSE:FMC)
announces that, as previously disclosed, Mr. Malcolm Campbell has been
appointed as Chief Executive Officer of the Company with effect from May 1,
Mr. Campbell is a Professional Certified Mining Engineer with 25 years industry
experience and prior to joining the Company as Chief Operating Officer in 2011,
was Chief Operating Officer for an exploration and development joint venture
operating in Botswana. Prior to this, he spent more than 20 years with Anglo
Coal, a wholly-owned subsidiary of Anglo American plc. Mr. Campbell received
his B.Sc. in Mining Engineering from the University of Witwatersrand in 1985
and is currently a member of the South African Institute of Mining and
Metallurgy and the South African Colliery Managers Association - having served
on the Council for two terms. Mr. Campbell has also completed a number of
career enhancing courses at globally recognised institutions in both the
engineering and business fields. 
Update on funding arrangements 
Convertible loan facility from Resource Capital Fund V L.P ("RCF")  
RCF and Forbes Coal have agreed to extend the maturity date for the previously
announced secured convertible loan facility from RCF in the aggregate principal
amount of up to US$25 million (approximately C$27.7 million) (the
"Facility"), from June 30, 2017 to June 30, 2019.  
The closing of the outstanding portion of the Facility, comprising a
convertible loan in the principal amount of US$15 million (approximately C$16.6
million), is subject to disinterested shareholder approval, for which Forbes
Coal intends to seek approval of its disinterested shareholders at a special
meeting, details of which are set out below.  
It is anticipated that the Company will close on the Facility on or around June
30, 2014. 
Restructuring of debt facilities with Investec Bank Limited
As previously announced, the Company is also in the process of finalizing a
restructuring of its debt facilities with Investec.  
The terms of the restructuring are as follows: restructured debt facilities of
R170 million (approximately C$17.8 million) (the "Restructured Investec
Facilities"), comprising a five-year senior secured amortising term loan
facility of up to R90 million (approximately C$9.4 million), a five-year senior
secured loan facility of R50 million (approximately C$5.2 million), repayable
by way of a bullet repayment at the end of the facility life, and a five year
senior secured working capital credit facility of R30 million (approximately
C$3.1 million).  
As partial consideration for Investec entering into the Restructured Investec
Facilities and subject to disinterested shareholder approval, Forbes Coal will
issue warrants to Investec to purchase that number of common shares in the
Company ("Common Shares") with an aggregate exercise price of R50
million (approximately C$5.2 million) (the "Investec Warrants"). The
Investec Warrants will be exercisable at a price of C$0.1446 per Common Share
(being the price at which the establishment fees and principal amounts under
the Facility with RCF are convertible into Common Shares) until five years from
the closing date of the Restructured Investec Facilities. Any proceeds received
upon the exercise of the Investec Warrants are to be applied to the
Restructured Investec Facilities as a mandatory prepayment.  
The Investec Warrants will be subject to a purchase option in favour of RCF,
whereby RCF will have the right to, at its option, purchase the Investec
Annual and special meeting of shareholders of the Company  
Further details on the Facility and the Restructured Investec Facilities will
be made available in the amended management circular anticipated to be mailed
to shareholders and filed under the Forbes Coal profile at by no
later than June 2, 2014.  
The annual and special meeting of shareholders of the Company to approve, inter
alia, the Facility and the Investec warrants is anticipated to be held on June
27, 2014, at 10:00 at Brookfield Place, Bay/Wellington Tower, 181 Bay Street,
Suite 2100, Toronto, Ontario M5J 2T3. 
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"). Zinoju holds a 100% interest in the Magdalena
bituminous mine and the Aviemore anthracite mine in South Africa. Forbes Coal
has 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 the
Facility and the Restructured Investec Facilities, the meeting to be held in
connection with approval of the issuance of certain securities issuable under
the Facility and the Restructured Investec Facilities and future financial or
operating performance of Forbes Coal and its projects. 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 Forbes Coal 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 Forbes Coal 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. 
Forbes & Manhattan Coal Corp.
Malcolm Campbell
Chief Executive Officer
+27 11 656 3206
Forbes & Manhattan Coal Corp.
Sarah Williams
Chief Financial Officer
+27 11 656 3206 
INDUSTRY:  Manufacturing and Production - Mining and Metals 
-0- May/29/2014 20:40 GMT
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