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8-K - CURRENT REPORT DATED 2-5-13 - Liberty Coal Energy Corp.g6604.txt
EX-10.1 - SECURITIES PURCHASE AGREEMENT - Liberty Coal Energy Corp.ex10-1.txt
EX-10.2 - CONVERTIBLE PROMISSARY NOTE - Liberty Coal Energy Corp.ex10-2.txt

                                                                    Exhibit 99.1

                 CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS
                                       OF
                            LIBERTY COAL ENERGY CORP.

     We, the  undersigned,  do hereby  certify that at a meeting of the Board of
Directors of LIBERTY COAL ENERGY CORP., a corporation  organized  under the laws
of the State of Nevada  (the  "Corporation"),  duly held on January  24, 2013 at
Carlsbad,  CA which said  meeting no less than two  directors  were  present and
voting throughout,  the following  resolution,  upon motions made,  seconded and
carried, was duly adopted and is now in full force and effect:

     WHEREAS,  the Board of  Directors  of the  Corporation  deem it in the best
interests of the  Corporation  to enter into the Securities  Purchase  Agreement
dated January 24, 2013(the "Agreement"),in connection with the issuance of an 8%
convertible  note of the  Corporation,  in the  aggregate  principal  amount  of
$32,500.00(the  "Note"),  convertible  into shares of common  stock,  $0.001 par
value per share, of the Company (the "Common Stock"), upon the terms and subject
to the  limitations  and  conditions  set  forth  in such  Note,  along  with an
irrevocable   letter   agreement  with  Securities   Transfer   Corporation  the
Corporation 's transfer  agent,  with respect to the reserve of shares of common
stock of the  Corporation  to be issued  upon any  conversion  of the Note;  the
issuance of such shares of common stock in  connection  with a conversion of the
Note; and the indemnification of Securities  Transfer  Corporation for all loss,
liability,  or expense in carrying out the authority and direction  contained in
the irrevocable letter agreement (the "Letter Agreement");

     NOW, THEREFORE, BE IT:

     RESOLVED,  that the  Corporation  is hereby  authorized  to enter  into the
Agreement,  the Note and the Letter  Agreement which provides in pertinent part:
(i)  reserve  shares of common  stock of the  Corporation  to be issued upon any
conversion  of the Note;  (ii) issue such shares of common  stock in  connection
with a conversion of the Note  (issuance  upon receipt of a notice of conversion
of the holder of the Note)  without any further  action or  confirmation  by the
Corporation; and the Corporation  indemnifiesSecurities Transfer Corporation for
all loss,  liability,  or expense in carrying out the  authority  and  direction
contained in the Letter Agreement:

     RESOLVED,  that any executive officer of the Corporation be, and hereby is,
authorized,  empowered and directed,  from time to time, to take such additional
action  and to  execute,  certify  and  deliver  to the  transfer  agent  of the
Corporation,  as any  appropriate  or proper to implement the  provisions of the
foregoing resolutions:

     The  undersigned,  do hereby  certify  that we are  members of the Board of
Directors  of the  Corporation;  that the attached is a true and correct copy of
resolutions  duly adopted and ratified at a meeting of the Board of Directors of
the  Corporation  duly convened and held in accordance  with its by-laws and the
laws of the State of Nevada, as transcribed by us from the minutes; and that the

same have not in any way been modified, repealed or rescinded and are in full force and effect. IN WITNESS WHEREOF, We have hereunto set our hands as Chief Financial Officer and Members of the Board of Directors of the Corporation. Dated: January 24, 2013 /s/ Robert Malasek -------------------------------------------- ROBERT MALASEK, Chief Financial Officer/ Member of the Board /s/ Edwin G Morrow -------------------------------------------- EDWIN G MORROW, Chief Executive Officer/ Member of the Boar