Attached files
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
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ROBERT MALASEK,
Chief Financial Officer/ Member of the Board
/s/ Edwin G Morrow
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EDWIN G MORROW,
Chief Executive Officer/ Member of the Boar