Attached files
Exhibit 99.1
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
LIBERTY COAL ENERGY CORP.,
A NEVADA CORPORATION
OCTOBER 2, 2012
The undersigned, being all of the directors of Liberty Coal Energy Corp., a
Nevada corporation (the "CORPORATION"), and acting pursuant to Section 78.315 of
the Nevada Revised Statutes and the Bylaws of the Corporation, hereby adopt the
following resolutions by unanimous written consent effective as of October 2,
2012, shall have the same force and effect as if unanimously adopted at a duly
convened meeting of the Board of Directors of the Corporation (the "BOARD OF
DIRECTORS"), and a copy of which will be filed with the minutes of the
Corporation.
ISSUANCE OF SHARES UNDER 2012 EXECUTIVE COMPENSATION PLAN
WHEREAS, pursuant to the terms of the Corporation's 2012 Executive
Compensation Plan (the "Plan"), the Board of Directors has the authority to
issue shares under such Plan to certain recipients
WHERAS, the Board of Directors deems it to be in the best interest of the
Corporation and its shareholders to issue Bonus Shares to the recipients listed
in Figure 2 below (collectively, the "RECIPIENTS") as set forth below.
RESOLVED, the Board of Directors shall hereby ratify and approve the
issuance of Bonus Shares (as defined in the Plan) from the Bonus Share Reserve
(as defined in the Plan) to the Recipients, in the proportions as listed in
Figure 2 below, for the Corporation attaining the following achievements:
For each series of breakouts from the Unit Subscription Agreement
Numbered USA 530362-102 LBTG (the "USA"), as detailed in Column 1 of the
Value Added Model (as defined in the Plan), fully received by the
Corporation, as established in the Memorandum of Terms Numbered MOT
530362-102 LBTG (the "MOT") and detailed in the Value Added Model as copied
in Figure 1 below, the Board of Directors shall ratify and approve the
issuance of the number of Bonus Shares as set forth in Column 3 of the
Value Added Model to the Recipients in the proportions as established in
Figure 2 below.
FIGURE 1:
Value Added Model % of Breakout Shares 100%
Breakout Bonus Period Pref. Shr. Amt. Common Shr. Amt.
--------------------- --------------- ----------------
Breakout 1-3 47,793,500 47,793,500
Breakout 4-6 38,989,400 38,989,400
Breakout 7-9 31,820,700 31,820,700
Breakout 10-12 25,980,800 25,980,800
Breakout 13-15 21,231,200 21,231,200
Breakout 16-18 17,347,900 17,347,900
Breakout 19-21 14,180,000 14,180,000
Breakout 22-24 11,594,700 11,594,700
Breakout 25-27 9,483,800 9,483,800
Breakout 28-30 7,759,800 7,759,800
Breakout 31-33 6,351,200 6,351,200
Breakout 34-36 5,199,600 5,199,600
----------- -----------
Total Equity VAM: 237,732,600 237,732,600
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FIGURE 2:
Recipients % of Bonus Shares
---------- -----------------
Edwin G. Morrow 50%
Robert T. Malasek 50%
RESOVLED, the Board of Directors shall hereby ratify and approve the
issuance of Bonus Shares form the Bonus Share Reserve to the Recipients, in the
proportions as listed in Figure 2, for the Corporation attaining the following
achievements:
For each fully subscribed warrant series A-AJ, where cash is fully received
by the Corporation as detailed in Section III, Figure 8, Column 6 of the MOT,
the Board of Directors will hereby ratify and approve the issuance of the amount
of Bonus Shares to the Recipients as detailed in Figure 3, Column 2 below, in
the proportions as established in Figure 2.
FIGURE #3:
Warrant Series Common Shares
VAM 100%
-------------- -------------
A-C 48,021,165
D-F 39,754,278
G-I 32,910,543
J-L 27,244,963
M-O 22,565,758
P-R 18,681,042
S-U 15,465,084
V-X 12,802,755
Y-AA 10,598,750
AB-AD 8,774,165
AE-AG 7,263,685
AH-AJ 6,013,235
-----------
Total Warrant VAM: 250,095,421
RESOLVED, FURTHER, that the Corporation be and it hereby is authorized,
empowered, and directed to take such further action as it deems necessary to
effectuate the foregoing.
RESOLVED, FURTHER, that any officer of the Corporation, is hereby
authorized, empowered, and directed to execute, deliver and cause all documents,
and to take such actions, as it may reasonably deem necessary or advisable to
carry out the foregoing resolutions.
GENERAL AUTHORITY
RESOLVED, that the resolutions adopted hereunder will supersede any and all
prior resolutions relating to the subject matter herein.
RESOLVED, that any and all actions, whether previously or subsequently
taken by the officers of the Corporation which are consistent with the intent
and purposes of the foregoing resolutions, shall be, and the same hereby are, in
all respects, ratified, approved and confirmed.
RESOLVED, that the officers of the Corporation, and each of them hereby is,
authorized, empowered and directed, in the name and on behalf of the Corporation
or otherwise, to make all such arrangements, to do and perform all such acts and
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things, and to execute and deliver such other instruments and documents as they
may deem necessary or appropriate in order to effectuate fully the purpose of
each and all the foregoing resolutions (hereby ratifying and confirming any and
all actions taken heretofore and hereafter to accomplish such purposes, all or
singular).
This Unanimous Written Consent of the Board of Directors of Liberty Coal
Energy Corp., a Nevada corporation, has been executed effective as of the date
first written above. This Written Consent may be executed in more than one
counterpart, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile or Adobe
Acrobat PDF copies of originally executed signature pages shall serve for all
purposes as originally executed signature pages.
DIRECTORS:
/s/ Edwin G. Morrow
--------------------------------------
Edwin G. Morrow
/s/ Robert T. Malasek
--------------------------------------
Robert T. Malasek
[SIGNATURE PAGE TO THE UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
LIBERTY COAL ENERGY CORP DATED OCTOBER 2, 2012.]
