Forbes Coal Provides Corporate Update
TORONTO, ONTARIO -- (Marketwired) -- 05/29/14 -- 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, 2014.
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
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,
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 Warrants.
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 www.sedar.com 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
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.
Chief Executive Officer
+27 11 656 3206
Forbes & Manhattan Coal Corp.
Chief Financial Officer
+27 11 656 3206
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