Denver Post, IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT OF CLINE MINING CORPORATION, NEW ELK COAL COMPANY LLC AND NORTH CENTRAL ENERGY COMPANY (the "Applicants") NOTICE OF MEETINGS OF CREDITORS OF THE APPLICANTS NOTICE IS HEREBY GIVEN that meetings (the "Meetings") of creditors of the Applicants entitled to vote on a plan of compromise and arrangement (the "Plan") proposed by the Applicants under the Companies Creditors' Arrangement Act (the "CCAA") will be held for the following purposes: (1) to consider and, if deemed advisable, to pass, with or without variation, a resolution to approve the Plan; and (2) to transact such other business as may properly come before the Meetings or any adjournment thereof. The Meetings are being held pursuant to an order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated December 3, 2014 (the "Meetings Order"). NOTICE IS ALSO HEREBY GIVEN that the Meetings Order establishes the procedures for the Applicants to call, hold and conduct Meetings of the holders of Claims against the Applicants to consider and pass resolutions, if thought advisable, approving the Plan and to transact such other business as may be properly brought before the Meetings. For the purpose of voting on and receiving distributions pursuant to the Plan, the holders of Claims against the Applicants will be grouped into three classes, being the Affected Unsecured Creditors Class, the WARN Act Plaintiffs Class and the Secured Noteholders Class. NOTICE IS ALSO HEREBY GIVEN that the Meetings will be held at the following dates, times and location: Date: January 21, 2015 Time: 10:00 a.m. - WARN Act Plaintiffs Class 11:00 a.m. - Affected Unsecured Creditors Class 12:00 p.m. - Secured Noteholders Class Location: Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario NOTICE IS ALSO HEREBY GIVEN that if the Plan is approved at the Meetings by the required majorities of Creditors and other necessary conditions are met, the Applicants intend to make an application to the Court on January 28, 2015 (the "Sanction Hearing") seeking an order sanctioning the Plan pursuant to the CCAA (the "Sanction Order"). Any person wishing to oppose the application for the Sanction Order must serve a copy of the materials to be used to oppose the application and setting out the basis for such opposition upon the lawyers for the Applicants and the Monitor as well as those parties listed on the Service List posted on the Monitor's Website. Such materials must be served by not later than 5:00pm (Toronto time) on the date that is 7 days prior to the Sanction Hearing. NOTICE IS ALSO HEREBY GIVEN that the Meetings Order and the Plan provide that if (i) the Plan is not accepted by the Required Majorities of the Affected Unsecured Creditors Class or the WARN Act Plaintiffs Class or (ii) the Applicants determine, in their discretion, that the Plan will not be accepted by the Required Majorities of the Affected Unsecured Creditors Class or the WARN Act Plaintiffs Class or is otherwise unlikely to succeed for any reason whatsoever, then the Applicants are permitted, without further Order of the Court, to file an amended and restated plan (the "Alternate Plan") with the attributes described on Schedule "B" to the Plan and to proceed with a meeting of the Secured Noteholders Class for the purpose of considering and voting on the resolution to approve the Alternate Plan, in which case the Applicants will have no obligation whatsoever to proceed with the Unsecured Creditors Meeting or the WARN Act Plaintiffs Meeting. In addition, if the requisite quorum is not present at the WARN Act Plaintiffs Meeting or it is determined that there are no Voting Claims in the WARN Act Plaintiffs Class, then the Applicants are permitted, without further Order of the Court, to amend the Plan to combine the WARN Act Plaintiffs Class with the Affected Unsecured Creditors Class on such terms as may be set forth in such amended Plan, in which case the Applicants shall have no further obligation to hold the WARN Act Plaintiffs meeting or otherwise seek a vote of the WARN Act Plaintiffs Class with respect to the resolution to approve the Plan or any other matter. NOTICE IS ALSO HEREBY GIVEN that in order for the Plan to become effective: 1. the Plan must be approved by the required majorities of Creditors voting on the Plan and in accordance with the terms of the Meetings Order; 2. the Plan must be sanctioned by the Court; and 3. the conditions to implementation and effectiveness of the Plan as set out in the Plan and summarized in the Information Statement must be satisfied or waived. Additional copies of the Information Package, including the Information Statement and the Plan, may be obtained from the Monitor's Website at http://cfcanada.fticonsulting.com/cline or by contacting the Monitor by telephone at 416.649.8099 (Toronto local) or 855.398.7390 (toll free) or by email at cline@fticonsulting.com. All capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Meetings Order. DATED at Toronto, Ontario, this 4th day of December, 2014.
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