Prophecy Coal Announces Adoption of Advance Notice Policy and
Majority Voting Policy
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 27, 2014) -
Prophecy Coal Corp. ("Prophecy" or the "Company")
(TSX:PCY)(OTCQX:PRPCF)(FRANKFURT:1P2) announces that its Board of
Directors (the "Board") has adopted an advance notice policy (the
"Advance Notice Policy') effective March 25, 2014.
The Company intends to seek approval from shareholders at the
next annual meeting of the Company to amend the Company's articles
to provide direction and a framework for the procedures
contemplated in the Advance Notice Policy. If the proposed
amendments to the articles are not approved at the meeting, the
Advance Notice Policy will terminate and be of no further force and
effect following the termination of the meeting.
The Advance Notice Policy includes, among other things, a
provision that requires advance notice be given to the Company in
circumstances where nominations of persons for election to the
Board are made by shareholders of the Company other than pursuant
to either a requisition of a meeting made pursuant to the
provisions of the Business Corporations Act (British
Columbia) (the "Act") or a shareholder proposal made pursuant
to the provisions of the Act.
The Advance Notice Policy sets a deadline by which shareholders
must submit nominations (a "Notice") for the election of directors
to the Company prior to any annual or special meeting of
shareholders, sets forth the information that a shareholder must
include in the Notice to the Company, and establishes the form in
which the shareholder must submit the Notice for that notice to be
in proper written form.
In the case of an annual meeting of shareholders, a Notice must
be provided to the Company not less than 30 days and not more than
65 days prior to the date of the annual meeting. However, in the
event that the annual meeting is to be held on a date that is less
than 50 days after the date on which the first public announcement
of the date of the annual meeting was made, a Notice must be
provided to the Company not later than the close of business on the
10th day following such public announcement.
In the case of a special meeting of shareholders (which is not
also an annual meeting) notice to the Company must be made not
later than the close of business on the fifteenth (15th) day
following the day on which the first public announcement of the
date of the special meeting was made.
By adopting the Advance Notice Policy, the Company seeks to
establish an orderly and efficient process for electing directors
at annual general meetings, or, if applicable, special meetings of
shareholders of the Company and ensure all shareholders receive
adequate notice of the director nominations and sufficient
information with respect to all nominees to make an informed vote
with respect to the election of directors after having been
afforded reasonable time and information for appropriate
deliberation. The Company believes this policy is in the best
interests of the Company, its shareholders and other
stakeholders.
The full text of the Advance Notice Policy is available under
the Company's profile on SEDAR at www.sedar.com.
The Company also announces that the Board has also adopted a
majority voting policy on March 25, 2014 with respect to the
election of directors in uncontested elections. The policy provides
among other things, that in the instance of a nominee receiving
more "withheld" than "for" votes, such nominee will be required to
promptly submit to the Board an offer to resign from the Board. The
Board may refer the matter to the Corporate Governance and
Compensation Committee or other committee to provide a
recommendation to the Board whether to accept, or where there are
extraordinary circumstances that justify it, reject a resignation
offer. This policy will come into effect at the next annual meeting
of shareholders of the Company in May of 2014.
About Prophecy Coal
Prophecy Coal Corp. is a
Canadian company listed on the Toronto Stock Exchange engaged in
developing energy projects in Mongolia. Further information on
Prophecy Coal can be found at www.prophecycoal.com.
PROPHECY COAL CORP.
ON BEHALF OF THE BOARD
JOHN LEE, Executive
Chairman
Neither the Toronto Stock
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Toronto Stock Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including
statements which may contain words such as "expects",
"anticipates", "intends", "plans", "believes", "estimates", or
similar expressions, and statements related to matters which are
not historical facts, are forward-looking information within the
meaning of applicable securities laws. Such forward-looking
statements, which reflect management's expectations regarding
Prophecy's future growth, results of operations, performance,
business prospects and opportunities, are based on certain factors
and assumptions and involve known and unknown risks and
uncertainties which may cause the actual results, performance, or
achievements to be materially different from future results,
performance, or achievements expressed or implied by such
forward-looking statements. These estimates and assumptions are
inherently subject to significant business, economic, competitive
and other uncertainties and contingencies, many of which, with
respect to future events, are subject to change and could cause
actual results to differ materially from those expressed or implied
in any forward-looking statements made by Prophecy. In making
forward-looking statements as may be included in this news release,
Prophecy has made several assumptions that it believes are
appropriate, including, but not limited to assumptions that: there
being no significant disruptions affecting operations, such as due
to labour disruptions; currency exchange rates being approximately
consistent with current levels; certain price assumptions for coal,
prices for and availability of fuel, parts and equipment and other
key supplies remain consistent with current levels; production
forecasts meeting expectations; the accuracy of Prophecy's current
mineral resource estimates; labour and materials costs increasing
on a basis consistent with Prophecy's current expectations; and
that any additional required financing will be available on
reasonable terms. Prophecy cannot assure you that any of these
assumptions will prove to be correct.
Numerous factors could cause Prophecy's actual results to differ
materially from those expressed or implied in the forward looking
statements, including the following risks and uncertainties, which
are discussed in greater detail under the heading "Risk Factors" in
Prophecy's most recent Management Discussion and Analysis and
Annual Information Form as filed on SEDAR and posted on Prophecy's
website: Prophecy's history of net losses and lack of foreseeable
cash flow; exploration, development and production risks, including
risks related to the development of Prophecy's Ulaan Ovoo coal
property; Prophecy not having a history of profitable mineral
production; the uncertainty of mineral resource and mineral reserve
estimates; the capital and operating costs required to bring
Prophecy's projects into production and the resulting economic
returns from its projects; foreign operations and political
conditions, including the legal and political risks of operating in
Mongolia, which is a developing jurisdiction; title to Prophecy's
mineral properties; environmental risks; the competitive nature of
the mining business; lack of infrastructure; Prophecy's reliance on
key personnel; uninsured risks; commodity price fluctuations;
reliance on contractors; Prophecy's minority interest in Prophecy
Platinum Ltd.; Prophecy's need for substantial additional funding
and the risk of not securing such funding on reasonable terms or at
all; foreign exchange risks; anti-corruption legislation; recent
global financial conditions; the payment of dividends; and
conflicts of interest.
These factors should be considered carefully, and readers should
not place undue reliance on the Prophecy's forward-looking
statements. Prophecy believes that the expectations reflected in
the forward-looking statements contained in this news release and
the documents incorporated by reference herein are reasonable, but
no assurance can be given that these expectations will prove to be
correct. In addition, although Prophecy has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in forward
looking statements, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended.
Prophecy undertakes no obligation to release publicly any future
revisions to forward-looking statements to reflect events or
circumstances after the date of this news or to reflect the
occurrence of unanticipated events, except as expressly required by
law.
Prophecy Coal Corp.Mirza RahimaniInvestor
Relations+1.604.563.0699 or
+1.888.513.6286investorrelations@prophecycoal.comwww.prophecycoal.com