|Management dopes at Prophecy Coal are attempting to slam the barn door shut on the fact confidential info from the exchange was leaked online and is now public domain. That horsie is long, long gone and blowing stakeholder dough on lawyers make them ALL look like fully crooked basterds they VERY probably are.|
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sep 25, 2013) - Prophecy Coal Corp. ("Prophecy") (PCY.TO)(PRPCF)(1P2.F) - The Company has learned that correspondence it received from the Toronto Stock Exchange has been improperly disclosed to the public. The Company is in the process of preparing a response to this correspondence. If any material information arises from this exchange of correspondence, the Company will disclose such information in a timely manner.
As part of this review, TSX requests that you supply the information itemized below within fifteen (15) business days from the date of this letter. TSX requests this information in connection with our fact gathering process and no inference of impropriety should be drawn from this inquiry.
1. Please describe in full detail the process the Board employed with respect to the nomination of Mr. Baz as a member of the board at the July 30, 2013 annual general meeting. Explain whether the Board considered the attendance record of Mr. Baz during the past year?
2. Explain and detail how the Company's Board believes it is appropriate for Mr. Baz not to attend Board meetings and be a member of the Board? Explain whether an annual performance assessment was completed with Mr. Baz? If one was completed, please explain the findings.
3. Provide a chronology of events regarding the change in role of Mr. Lee from Chief Executive Officer to Executive Chairman and Interim CEO. Specifically, what was the exact date of Mr. Lee’s change in role?
4. Explain why a termination fee of $525,000 was paid to Linx when Mr. Lee continues with the Company as Executive Chairman?
5. What are the Company’s role descriptions for Executive Chairman and CEO? How do these two roles differ within the Company? In your response, explain why the April 3, 2013 Annual Information Form indicates Mr. Lee is President, CEO, and Chairman from October 2009 to present and how this is different from his role as Executive Chairman.
6. Please advise and detail what actions the CGCC has taken to appoint a new CEO? Provide any supporting documentation including meeting minutes.
7. According to TSX records, a Reporting Form 3 is required for the appointment of Mr. Jeffrey Mason as CFO, Mr. Harald Batista as Director, Mr. Samir Devendra Patel as Corporate Secretary and the resignation of Mr. John Lee as CEO and appointment as Interim CEO. Please complete the required filing on SecureFile within five (5) days of this notification or advise when the Company has previously made the filing so that we can verify our records.
8. On April 19, 2013, TSX reminded the Company of Reporting Form 3 requirements. This is the second reminder TSX has issued the Company regarding Reporting Form 3 requirements. What procedures has the Company initiated to ensure going forward its Reporting Form 3 requirements are met? Please provide any documentation.
9. In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, please confirm the Company has or will be filing Report of Voting Results regarding the July 30, 2013 meeting.
10. Please confirm whether the Company has adopted a majority voting policy? If so, clarify the statements made in the MIC and the news release of August 1, 2013. If not, please advise TSX about the intended date(s) of adoption.
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This post contains confidential information illegally obtained with a recent server breach at Prophecy Coal Corp.
Business Development Manager, Prophecy Coal Corp.
+976 9901 XXXX