Coalcorp Listed as Tier 1 Investment Issuer

NEWS RELEASE

COALCORP LISTED AS TIER 1 INVESTMENT ISSUER

TORONTO, March 31, 2011 – Coalcorp Mining Inc. (TSXV-CCJ.) (“Coalcorp” or the “Company”) is pleased to announce that it has completed its reactivation and effective April 1, 2011 will have its listing transferred from NEX to Tier 1 of the TSX Venture Exchange (the “Exchange”) and be categorized as an “Investment Issuer”.

The New Coalcorp.

On March 19, 2010, Coalcorp announced the sale of the La Francia mine and related infrastructure assets, and all of the issued and outstanding shares of Adromi Capital Corp., the holder of La Francia II concession, to a subsidiary of Goldman Sachs Group Inc. (“Goldman Sachs”).

Post sale, having no significant mining assets, the board of directors (the “Board”) evolved a new business model that revolved around using Coalcorp's residual cash and capitalizing on the Board’s and management’s expertise, to invest in projects in the mining, metallurgical and mineral industries with the objective of achieving long term capital appreciation and liquidity.

Coalcorp’s Board recently passed a resolution approving the change of Coalcorp’s business from that of a mineral resource company to that of an investment issuer and is pleased to advise that effective April 1, 2011 it will commence trading on Tier 1 of the TSX Venture Exchange as an “Investment Issuer” under the symbol “CCJ”.

The Company has received the consent of shareholders holding greater than 50% of the issued and outstanding shares in the capital of the Company to the change of business from a mineral resource company to an investment issuer. Shareholder approval was obtained by written consent.

In conjunction therewith, Coalcorp has adopted an Investment Policy which provides guidelines and criteria for all of Coalcorp’s investment activities. The Investment Policy is attached as Schedule “A” to this news release and is posted on Coalcorp’s profile on SEDAR.

Coalcorp plans to make strategic investments in resource based opportunities offering capital appreciation potential. In particular, it will seek debt or equity participation in investee companies, with projects nearing maturity, Coalcorp believes it can add value through active involvement from not only a financial standpoint, but also by the contribution of guidance and additional mining and corporate finance expertise. Initial investments of (debt, equity or combination thereof) may be made in public or private companies through a variety of financial instruments, including, but not limited to private placements, participation in initial public offerings, convertible loans, loans with equity bonus provisions or purchase options and the like. In most cases, a nominee of the Company will join the board of directors of the investee company.

Over the past year, Coalcorp has settled all its residual known obligations, brought all Coalcorp’s disclosure and financial reporting up to date and completed its reactivation plan

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Richard Lister, Coalcorp’s Chairman and Chief Executive Officer stated: “ It has taken us approximately one year to resolve the legacy issues facing Coalcorp, and we are very pleased to advise that a new era in the Company's history has begun. I would like to thank our interim Chief Executive Officer, Steven Cresswell, my fellow directors Greg Radke and Charles Entrekin and all our professional advisors for their dedication and perseverance to guide us through this process and we look forward to a bright future.

The following provides background information relating to our change of business and the “new” Coalcorp:

1. Directors and Officers.

On March 24, 2011 the Company announced that Mr. Robert J. Dietrich has joined the Board of Coalcorp and that Mr. Richard Lister has been appointed Chief Executive Officer and Steven Cresswell has assumed the post of Chief Financial Officer.

The backgrounds of the directors and officers is as follows:

Directors

Richard Lister, Chairman and Chief Executive Officer– Mr. Lister has over 40 years of experience in the mining, metallurgical and chemical industries. In the past he has served as President & Chief Executive Officer of Zemex Corporation, Vice Chairman of Zemex Corporation and Dundee Bancorp Inc., Chairman of Campbell Resources Inc. and President and Chief Executive Officer of Campbell Resources Inc. Dr. Lister holds a Bachelor of Applied Science and Engineering, a Master of Applied Science and Engineering and a Ph.D. from the University of Toronto. Currently, Mr. Lister is a director of Labrador Iron Mines Holding Limited and has over the past 30 years been a director of many North American mining companies.

Dr. Lister holds 2,098,000 common shares in the capital of Coalcorp and incentive stock options entitling him to purchase 150,000 shares at an exercise price of $0.75 per share, and 150,000 shares at an exercise price of $1.50 per share expiring February 18, 2014.

Charles Entrekin, Dr. Entrekin has over 30 years of experience in the mining and metals sector and possesses significant public company experience at the executive officer level. He has recently served as President and Chief Operating Officer of Titanium Metals Corporation, a NYSE listed producer of primary titanium and its alloys, as well as President and Chief Executive Officer of Timminco Ltd., a TSX listed magnesium, silicon and aluminum company. Through his career Dr. Entrekin has led and implemented successful restructurings and turnarounds of mining and metals companies in North America and worldwide. Dr. Entrekin holds a B.Sc. from Lehigh University, an MBA from the University of Delaware and an M.Sc. and Ph.D. from Drexel University. Dr. Entrekin is also a director of Formation Metals Inc. (TSX: FCO) and Sierra Rutile Ltd. a company listed on AIM.

Currently, Mr. Entrekin does not own any shares in Coalcorp. He holds incentive stock options entitling him to purchase 150,000 shares at an exercise price of $0.75 per share, and 150,000 shares at an exercise price of $1.50 per share expiring March 27, 2014.

Gregory Radke, Mr. Radke has worked for more than 18 years in international finance and mergers and acquisitions, including extensive experience with both private and public companies in diverse capital markets such as New York, Toronto, London, Singapore, Hong Kong and Tokyo. Mr. Radke has participated in the formation and management of investment funds worldwide, as well as the restructuring and governance of companies owned by investment funds. He is General Counsel for Pala Investments AG, the Switzerland-based exclusive advisor to Pala Investments Holdings Limited (“Pala”), a multi-

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strategy investment fund with a focus on mining and natural resources. Mr. Radke received his J.D. from Columbia University and his B.A., magna cum laude, from Harvard University.

Currently, Mr. Radke does not own any shares in Coalcorp.

Robert J. Dietrich, Mr. Dietrich, newly appointed to the Board, has more than 25 years of accounting and finance experience. He joined Timminco Limited in April 2006 as Vice President – Finance and Chief Financial Officer and was appointed Executive Vice President – Finance and Chief Financial Officer in December 2006. From 2001 to 2005 he was the Chief Financial Officer of MKS Inc., an enterprise software company listed on the TSX. Prior thereto from 1997 to 2001, Mr. Dietrich was Chief Financial Officer of Cedara Software Inc., a medical imaging software company listed on the TSX and NASDAQ. From 1986 to 1997 he held increasingly senior financial and operational roles at Mitel Corporation, a Canadian telecommunications equipment supplier. Mr. Dietrich received a Bachelor of Commerce degree from Queen’s University in Kingston, Ontario and earned his CA in 1977.

Currently, Mr. Dietrich does not own any shares in Coalcorp.

Officers

Richard Lister, Chief Executive Officer (see biography above)

Steven Cresswell, Chief Financial Officer – Mr. Cresswell has over 20 years of financial experience working for both private and public companies; primarily in the resource sector. Previously he held the position of Chief Financial Officer for Tiberon Minerals PTE, a Singaporean company developing a polymetallic mine in Northern Vietnam. In addition to his Asian experience, Mr. Cresswell has a broad base of international experience having worked in North, South and Central America. He received his BAccS from the University of Calgary and also holds a CGA.

Currently, Mr. Cresswell does not own any shares in Coalcorp.

Committees of the Board

Currently the Company has an investment, audit, governance, compensation and nomination committee.

2. Investment Committee

The investment committee has been formed to review and approve all investments. The committee is comprised of the entire board of directors, with Mr. Lister as its chair.

3. Audit Committee

Coalcorp’s audit committee is comprised of Messrs. Lister, Dietrich and Entrekin, with Mr. Dietrich as the chairman. The charter of the audit committee can be found in the Company’s annual information circular filed on SEDAR.

4. Corporate Governance Committee

The Company’s corporate governance committee is comprised of Messrs. Radke, Dietrich and Entrekin, with Mr. Radke as chairman. The mandate of the corporate governance committee can be found in the information circular filed on SEDAR.

5. Compensation and Nomination Committees

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The Company’s compensation and nomination committee is comprised of Messrs. Lister and Entrekin, with Mr. Lister as chairman. Information regarding the compensation and nomination committees can be found on SEDAR contained in the information circular.

6. Settlement with Goldman Sachs

As part of the sale of the Colombian coal assets, there were representations and warranties, with an US$8,000,000 escrow held with Computershare Trust Company of Canada (Computershare).

On March 21, 2011 Coalcorp announced that it had entered into a complete and total settlement and mutual release (the “Settlement Agreement”) with certain Goldman Sachs affiliates, including Colombian Natural Resources I SAS (“CNRI”). The parties have irrevocably released and discharged each other from any and all claims, including those raised by CNRI in the Notices of Claim announced on November 3, 2010 and December 30, 2010, arising out of or relating to the March 19, 2010 sale of the La Francia I Mine, related infrastructure and other assets to a subsidiary of Goldman Sachs.

Pursuant to the Settlement Agreement, Computershare released US$6,230,576 to the CNRI Parties and US$1,769,423 to Coalcorp.

7. Financial Information

As at March 31, 2011, Coalcorp had net tangible assets of approximately US$38,000,000 and working capital of approximately US$25,000,000. These funds will be used to pay for general and administrative expenses and to fund Coalcorp’s investments.

8. Current Investments

Formation Metals Inc. (“Formation”)

Formation is developing a cobalt property known as the Idaho Cobalt Project (ICP). The ICP is 100% owned by Formation and is a high-grade deposit that is capable of producing super-alloy-grade cobalt metal and chemicals. With significant reserves, a bankable feasibility study and environmental licenses very close to being obtained, Formation was in need of working capital and management expertise to move the project forward.

On May 6, 2010 Coalcorp purchased a Cdn$8 million unsecured convertible debenture (the “Debenture”) from Formation, on a non-brokered private placement basis. This investment provided Formation with sufficient working capital to help with general and administration expenses while it continued to locate and secure project financing. The Debenture had an initial term of 18 months with an interest rate of 12%, payable in shares, and could be extended by either party for an additional 18 months. The Debenture was convertible into Formation’s common shares at Cdn$1.50 per share during the initial term.

On December 31, 2010 Formation announced that it had secured US$77.7 million in bond financing and on January 27, 2011 announced it had entered into an equity placement to raise Cdn$80 million in equity financing, which closed successfully on March 10, 2011.

To facilitate this equity financing, Coalcorp entered into an agreement with Formation for the prepayment by Formation of the Debenture. As of the prepayment date, the principal amount outstanding on the Debenture was Cdn$7 million. Pursuant to this agreement, Coalcorp surrendered the Debenture to Formation against payment of Cdn$9.3 million in cash and 400,000 common shares in the capital of Formation.

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Coalcorp continues to hold 1,195,638 common shares in the capital of Formation.

Gold Hawk Resources Inc. (Gold Hawk”)

Gold Hawk is the 100% owner of Oracle Ridge property located close to Tucson Arizona. Oracle Ridge is a copper development site that operated sporadically until 1996, at which time it closed down, primarily due to low copper prices and the lack of available capital. At the time, it was reported, that the Oracle Ridge property had an estimated resources (non 43-101 compliant) of 8.2 million tons of 2.33% copper, with substantially inferred additional tonnage potential.

On November 8, 2010 Coalcorp acquired 6 million common shares of Gold Hawk by way of a private placement, at a subscription price of Cdn$1.25 per common share for Cdn$7.5 million.

Gold Hawk intends to use the net proceeds from the private placement to finance exploration and development expenditures on the Oracle Ridge property and for general corporate purposes.

Coalcorp holds approximately 19.2 % of Gold Hawk’s presently issued and outstanding common shares

9. Stock Option Plan

Coalcorp adopted a 10% rolling stock option plan in 2010, which was approved by shareholders at Coalcorp’s annual general meeting held on December 15, 2010.

10. Risk Factors

Due to the highly speculative nature of investing in resource based issuer, Coalcorp will be subject to significant risks. Readers should carefully consider all such risks set out in the discussion below. Coalcorp’s performance will be closely related to the performance of the capital markets and its activities are subject to a number of inherent risks. Economic conditions, competition and market factors such as volatility in the Canadian and international markets, interest rates, commodity prices, market prices, trading volumes and liquidity will have a significant impact on Coalcorp’s profitability.

Dependence on Key Personnel: Coalcorp is dependent upon the personal efforts, performance and commitment of its management and Board of Directors, who are responsible for the future development of Coalcorp’s business. To carry out its investment banking activities, Coalcorp will be relying upon the business judgment, expertise and integrity of Coalcorp’s management and Board of Directors. To the extent that the services of any member of management or the board would be unavailable for any reason, a disruption to the operations of Coalcorp could result, and other persons would be required to manage and operate Coalcorp. Coalcorp is not presently party to any employment or consulting agreement with its directors.

Diversification Risk: Coalcorp will be primarily engaged in making strategic investments in mining, metallurgical or mineral opportunities and the consequent concentration in those businesses may result in a higher degree of volatility and price fluctuation than other investments that have better industry diversification. Moreover, even while Coalcorp’s intention is towards diversifying its investments in the resource sector, its current value is closely tied to its investments in Formation Metals Inc. and Gold Hawk Resources Inc., and any adverse change in these investments will have significant impact on Coalcorp’s value.

Early Stage of Development: Coalcorp is commencing its investment business. Coalcorp’s invested funds are presently invested in a limited number of investments and, as a consequence, Coalcorp may not enjoy the possible benefits associated with a more diversified asset portfolio. There can be no assurance

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that Coalcorp’s investment banking activities will be profitable. There can be no assurance that Coalcorp will be able to generate sufficient activity to be profitable in the future and Coalcorp’s limited operating history providing advisory services in the mining, metallurgical and mineral sectors makes an evaluation of its prospects difficult. Future results of operations may fluctuate significantly based upon numerous factors, including economic conditions, activities of competitors, commodity prices and the ability of Coalcorp to develop and maintain a diversified asset portfolio. Coalcorp has limited funds with which to develop and maintain its asset portfolio.

Economic Conditions: Unfavourable economic and equity market conditions, such as recessions, interest rate changes or international currency fluctuations, may adversely impact Coalcorp’s investment banking activities and in the case of any loans Coalcorp may make, the returns generated by those loans. A negative impact on the value of Coalcorp’s portfolio or the returns thereon would likely have a negative impact on the market price of Coalcorp’s shares. Unfavourable economic and market conditions could also decrease Coalcorp’s net income, reduce demand for its services, and limit access to capital markets.

Marketability and Underlying Securities: The value of Coalcorp’s shares will vary according to the value of the securities in which Coalcorp invests, which will depend, in part, upon the performance of the issuers of such securities. Fluctuations in the market values of such securities may occur for a number of reasons beyond the control of Coalcorp including economic conditions, investor sentiment, global events, prices for base and precious metals, and there is no assurance that an adequate market will exist for securities acquired by Coalcorp. Certain investments made by Coalcorp, including those securities listed on an exchange and not subject to resale restrictions, may be relatively illiquid and may decline in price if a significant number of shares are offered for sale. In the case of equity investments in private issuers, there would be no public market and a risk that one may never develop.

Risks Associated with Investments in Resource Issuers: In general, Coalcorp’s business will be to make investments (debt, equity or a combination of both) in mining, metallurgical or mineral resource issuers. The business activities of resources issuers are typically speculative and may be adversely affected by sector specific risk factors, outside the control of the resource issuer, which may ultimately have an impact on Coalcorp’s investments in these businesses. Risks associated with the resource sector include, without limitation, the following:

• the business of exploring minerals involves a high degree of risk, many of which risks are beyond control of the resource issuer. Many of the resource issuers that Coalcorp invests in may not hold, discover or successfully exploit commercial quantities of minerals and/or may not have a history of earnings or payment of dividends;
• the marketability of natural resources which may be acquired or discovered by a resource issuer will be affected by numerous factors beyond the control of such resource issuer. These factors include market fluctuations in the price of metals, metal concentrates, and minerals, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of materials and environmental protection. The exact effect of these factors cannot be accurately predicted, but any or a combination of these factors could result in a resource issuer not receiving an adequate return for shareholders;
• a resource issuer may become subject to liability for pollution, cave-ins or other hazards against which a resource issuer cannot insure or against which it may elect not to insure. Such liabilities may have a material, adverse effect on such resource issuer’s financial position and on the value of the securities of such resource issuer held as part of Coalcorp’s investment portfolio;
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• a resource issuer’s operations are subject to government legislation, policies and controls relating to prospecting, land use, trade, environmental protection, taxation, rate of exchange, return of capital and labour relations. A resource issuer’s property interests may be located in foreign jurisdictions, and its exploration operations in such jurisdictions may be affected in varying degrees by the extent of political and economic stability, and by changes in regulations or shifts in political or economic conditions that are beyond the control of the resource issuer. Such factors may adversely affect the resource issuer’s business and/or is property holdings. Although a resource issuer’s exploration activities may be carried out in accordance with all applicable rules and regulations at any point in time, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail production or development of the resource issuer’s operations. Amendments to current laws and regulations governing the operations of a resource issuer or more stringent enforcement of such laws and regulations could have a substantial adverse impact on the financial results of the resource issuer; and
• a resource issuer’s operations may be subject to environmental regulations enacted by government agencies from time to time. A breach of such legislation may result in the imposition on the resource issuer of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which has lead to stricter standards and enforcement and greater fines and penalties for non-compliance. The cost of compliance with government regulations may reduce the profitability of a resource issuer’s operations.

Competition: Coalcorp will be operating in the extremely competitive financial services industry and will be competing with a large number of companies that provide equity, debt and/or mezzanine financing. Many of Coalcorp’s competitors have greater financial, technical and other resources than Coalcorp. These competitors may be able to respond more quickly and successfully to new or changing opportunities.

Conflicts of Interest: Coalcorp’s directors and officers may serve as directors or officers of other companies in the same business as Coalcorp, natural resource companies or companies providing services to Coalcorp, or they may have significant shareholdings in other resource companies and, to the extent that such companies may participate in transactions in which Coalcorp may participate, the directors of Coalcorp may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If such a conflict of interest arises at a meeting of Coalcorp’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms in accordance with Business Corporations Act (British Columbia). In accordance with applicable laws, the directors of Coalcorp are required to act honestly, in good faith and in the best interests of Coalcorp. Furthermore, part of Coalcorp’s investment strategy is to place at least one Coalcorp nominee on the board of directors of the investee company. Confidentiality and judiciary conflict issues may arise and any director acting in such a capacity may be recused from participating or voting at a directors’ meeting.

On Behalf of the Board Of Directors Coalcorp Mining Inc.

“Richard Lister”

Chief Executive Officer

For information with respect to the Company or the contents of this news release, please contact either Dr. Richard Lister, Chief Executive Officer or Mr. Steven Cresswell, Chief Financial Officer at (416) 644-1217.

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Forward Looking Statements Disclaimer

Forward Looking Statements made in this news release may be forward-looking and therefore subject to various risks and uncertainties. Such statements can typically be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “possible”, “continue”, “objective” or other similar expressions concerning matters that are not historical facts. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Coalcorp does not undertake to update any forward-looking statements; such statements speak only as of the date made.

Neither the TSX Venture Exchange nor its Regulation Services Provided (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Schedule “A”

INVESTMENT POLICY OF COALCORP MINING INC.

(“COALCORP”)

Mission Statement

Coalcorp intends to enhance shareholder value through strategic investments in resource based opportunities offering capital appreciation potential. In particular, it will seek equity participation in situations to which Coalcorp can potentially add value by its involvement, not only financially but also by the contribution of guidance and additional management expertise. Coalcorp’s investment objective is to provide investors with long term capital growth by investing in a diversified portfolio of a select few private and public companies and resource assets.

Investment Strategy

The following shall be the guidelines for Coalcorp's investment strategy:

1) Target investments shall be related to the development, extraction, refining, processing or marketing of natural resources, or any combination thereof. Natural resources shall include industrial and precious metals, commercial minerals, coal, oil and gas, and renewable energy sources.

2) Coalcorp will not purchase or sell commodities, purchase the securities of any mutual fund, purchase or sell real estate (except insofar as comprised in a mineral property), purchase mortgages or sell mortgages or purchase or sell derivatives (except that Coalcorp may sell call options to purchase securities owned by Coalcorp as a means of locking in gains or avoiding future losses).

3) Investments will be preferred, in which involvement of Coalcorp is expected to make a significant difference to success and resulting appreciation.

4) Investments shall be of a magnitude sufficient to expect a meaningful contribution to shareholder value upon success, but not so large as to represent an unacceptable level of risk.

5) Risk management shall be a key consideration, and speculative investments such as unexplored mineral concessions are not likely to be considered. The prime focus of Coalcorp will be to invest in mid stage (prefeasibility/scoping study, bankable feasibility study, pre-production) development projects with demonstrated production potential.

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6) Availability and demonstrated quality of management shall be an important consideration in evaluation of an investment opportunity. Notwithstanding this requirement, consideration will be given to opportunities where existing management may need the infusion of high level guidance, direction and mining expertise from Coalcorp. Coalcorp will work closely with the investee company’s management and board to structure and deliver the strategic and financial resources to progress the investee company’s resources to production.

7) Coalcorp will typically undertake investments in the range of several million dollars. Smaller opportunities may be taken advantage of from time to time, if liquidity permits. However it is not the intention, nor the objective, of Coalcorp to accumulate a large portfolio of passive investments.

8) Initial investments may be made in public or private companies through a variety of financial instruments, including but not limited to private placements, participation in IPO's, convertible loans or debentures, bridge loans, loans with equity bonuses or purchase options, royalties, net profit interests and other hybrid instruments. Appropriate mineral properties or related assets may be purchased directly. Coalcorp reserves the right to acquire a mineral property or asset of significant value such that the transaction results in a change of control or reverse takeover, in which case Coalcorp may require shareholder approval to the transaction and may revert to a resource issuer.

9) Immediate liquidity shall not be a requirement, but each investment shall be evaluated in terms of a clear exit strategy and achievement of liquidity within no more than 5 years.

10) Subject to the full approval Coalcorp’s Board of Directors, the investment committee may consider special situations, including event-driven situations such as corporate restructurings, mergers, hostile takeovers, bankruptcies or leveraged buyouts. Such special situations may include investments in: (i) public companies where there is an opportunity to invest to gain control over the strategic direction of such public company, thereby exploiting the corporate structure to execute opportunistic transactions which would otherwise be unavailable, such as take-over bids using publicly-traded securities as currency, (ii) accretive acquisitions of similar structures, and (iii) public and private companies that would otherwise be problematic to accommodate in a fund structure with short term redemption features.

11) All investments shall be made in full compliance with applicable laws in relevant jurisdictions, and shall be made in accordance with and governed by the rules and policies in effect in the regulatory environment.

12) Uninvested funds from time to time shall be placed into high quality money market investments including government, municipal and corporate debt instruments as appropriate.

Implementation

The officers, directors and management of Coalcorp shall work jointly and severally to uncover appropriate investment opportunities. These individuals have a broad range of international business experience and through their own networks of business partners, financiers, venture capitalists and finders through whom potential investments may be identified. Prospects will be channeled through an Investment Committee. The Investment Committee shall make an initial assessment of whether the proposal fits in with Corporate Strategy, and thence proceed with preliminary due diligence, leading to a decision to reject or move the proposal to the next stage of detailed due diligence. This process is likely to involve the participation of outside professional consultants to prepare technical reports that meet regulatory standards.

Once a decision has been reached to invest in a particular situation, a short summary of the rationale behind the decision should be prepared. This summary should include guidelines against which future progress can be measured. The summary should also highlight any finder’s or agents’ fees payable.

Investments representing the lesser of 5% of Coalcorp's net asset value (as determined under GAAP) or $1,000,000 may be made pursuant to a resolution passed by the Investment Committee. Larger investments shall be submitted to the Board for final approval.

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Negotiation of terms of participation is a key determinant of the ultimate value of any opportunity to Coalcorp. Negotiations may be on going before and after the performance of due diligence. The representative(s) of Coalcorp involved in these negotiations will be determined in each case by the circumstances.

At the discretion of the investment committee, a condition of any investment may be the requirement for board representation for Coalcorp on any investee company’s board of directors, and a right of first refusal to participate in any future debt or equity financings of the investee issuer.

Conflicts of Interest

Coalcorp has assembled a strong Board of Directors and management team, with diverse backgrounds and significant international business expertise and experience. Coalcorp has Board members who reside and carry on business internationally. In assembling a Board with these characteristics, Coalcorp has two primary goals:

(i) to gain exposure to a wide variety of potential investments, including investments that Board members may already be familiar with or that come to their attention through other business dealings: and

(ii) where a Board member has a personal interest in a potential investment, to ensure that Coalcorp has independent, qualified directors available to conduct an independent assessment.

Coalcorp has no restrictions with respect to investing in companies in which a Board member may already have an interest. In fact, one of the goals of Coalcorp in structuring its Board is to gain exposure to investment opportunities through the expertise and business connections of its directors. The fact that a director with significant international business or mining experience has invested his or her own money in an enterprise, may make that enterprise more interesting than others where such is not the case.

Notwithstanding any of the above, any potential investments where there is a material conflict of interest involving an employee, officer or director of Coalcorp may only proceed after receiving approval from disinterested directors of the Board. Coalcorp is also subject to the “related party” transaction policies of the TSX Venture Exchange, which mandates disinterested shareholder approval to certain transactions.

Management Participation

It is expected and encouraged that Coalcorp shall ask for Board representation in cases where it makes a significant investment in the business of another corporation. Coalcorp's nominee(s) shall be determined by the Board as appropriate.

Monitoring and Reporting

Coalcorp's CFO shall be primarily responsible for the reporting process whereby the performance of each of Coalcorp's investments is monitored. Quarterly financial and other progress reports shall be gathered from each corporate entity, and these shall form the basis for a quarterly review of Coalcorp's portfolio by the Investment Committee. Any deviations from expectation are to be investigated by the Investment Committee, and if deemed to be significant, reported to the Board.

With public company investments Coalcorp is not likely to have any difficulty accessing financial information relevant to its investment. In the event Coalcorp invests in private enterprises, it shall endeavour in each case to obtain a contractual right to be provided with timely access to all books and records it considers necessary to monitor and protect its investment.

A full report of the status and performance of Coalcorp's investments is to be prepared by the Investment Committee and presented to the Board at the end of each fiscal year.

Financing

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Coalcorp expects to raise capital from time to time through public offering of its securities or by private placement. Coalcorp does not intend to borrow money nor encumber any of its assets.

Dividends

Coalcorp does not expect to declare dividends in the near future, as it intends to reinvest proceeds of closing investments in new opportunities in accordance with the mission statement. This policy can be changed at the pleasure of the Board in the event that Coalcorp becomes a commercial producer of energy related products or minerals as a result of a successful major investment.