MicroCoal(R) Announces Plan of Arrangement and Shareholders' Meeting Date

Vancouver, British Columbia (FSCwire) - MicroCoal® Technologies Inc. (CSE: MTI) (Frankfurt: OFS.F) (OTC: CFQSF) ("MicroCoal" or the "Company") announced today that it has received an interim order from the Supreme Court of British Columbia dated April 15, 2015, authorizing the Company to convene an annual and special meeting (the "Meeting") of its shareholders (the "MTI Shareholders") on May 14, 2015 for the purpose of, among other things, considering and approving an arrangement under the Canada Business Corporations Act (Canada) (the "Arrangement").

The Arrangement has been proposed to, among other things, facilitate the re-organization of the Company’s business, being primarily the research, development and commercialization of the MicroCoal Technology (the “MTI Business”), under a court supervised plan of arrangement.  Pursuant to the Arrangement, among other things, substantially all of the Company’s business and operations associated with its MicroCoal Technology will be transferred to Targeted Microwave Solutions Inc. ("TMS"), currently a wholly-owned subsidiary of the Company, in exchange for common shares of TMS (the "TMS Shares").  Under the Arrangement, MTI Shareholders will receive one TMS Share for each common share of MTI held by them immediately prior to the effective time of the Arrangement, giving such shareholders an interest in the MTI Business to be carried on by TMS on completion of the Arrangement, in the same amount as held by them as MTI Shareholders in the Company prior to the Arrangement.  As an additional benefit, MTI Shareholders will continue to hold an interest in the Company, which plans to become a mining exploration and development company following completion of the Arrangement, as described below.

The Company’s board of directors unanimously recommends that MTI Shareholders approve the Arrangement. 

Lawrence Siegel, MicroCoal’s CEO commented: "The Arrangement is the culmination of months of work to reorganize and streamline the Company’s business, which we believe will better position TMS to raise capital to advance the MicroCoal Technology, attract new investors and improve value for all shareholders.  Not only will shareholders maintain their ownership interest in the MTI Business, the Arrangement sets up a value-added opportunity for shareholders to participate in a mining exploration development company.  We believe the Arrangement will benefit all shareholders, and management encourages all shareholders to vote in person or by proxy to approve the Arrangement at the Meeting."

On completion of the Arrangement, among other things: (i) MTI Shareholders at the effective time of the Arrangement will own 100% of the outstanding shares of TMS; (ii) holders of warrants of the Company ("MTI Warrants") will hold substantially similar warrants of TMS (“TMS Warrants”) in place of their MTI Warrants; (iii) TMS will pursue the MTI Business; (iv) the Company will be renamed "La Jolla Capital Inc." (“La Jolla”); and (v) each MTI Shareholder will receive 1.0 TMS Shares and, subject to rounding, 0.02 of a share of La Jolla for each one share of MTI held immediately prior to the Arrangement.

TMS has applied to list the TMS Shares on the Canadian Securities Exchange (the "CSE").  The CSE has informed the Company that the common shares of MTI may be delisted upon completion of the Arrangement, however La Jolla may apply to have its shares listed following any acquisition of the Goldsmith property (as discussed below) and subject to meeting the CSE’s original listing requirements.

In addition, the Company has applied to the CSE to amend the terms of the TMS Warrants to be issued in exchange for the MTI Warrants, such that the TMS Warrants will expire up to one year after the holder’s MTI Warrants and the exercise price of the TMS Warrants will be reduced to the lowest price permitted under the policies of the CSE.  The foregoing amendments remain subject to final approval by the CSE in accordance with its policies.

Completion of the Arrangement is subject to customary conditions, including, among others, receipt of required regulatory approvals, including of the CSE, approval of the B.C. Supreme Court and, subject to the court's approval, approval of the Arrangement at the Meeting by not less than two-thirds of the votes cast by MTI Shareholders present in person or represented by proxy at the Meeting. 

Additional details of the Arrangement will be provided in an information circular expected to be mailed to MTI Shareholders and filed on SEDAR at www.sedar.com on or about the date hereof.  The Arrangement is expected to close in or about May 2015, subject to receipt of all required approvals.

Goldsmith Agreement

Prior to applying for the interim order, the Company executed an asset purchase agreement (the “Goldsmith Agreement”) to acquire a mineral exploration property located known as the “Goldsmith property”.  Pursuant to the Goldsmith Agreement, the Company has agreed, subject to completion of the Arrangement and certain customary conditions, to purchase the Goldsmith property.  The Goldsmith property is an early-stage mineral exploration property consisting of three mining claims comprising a total area of approximately 350 hectares located near Kaslo, British Columbia.  As consideration for the Goldsmith property, the Company has agreed to issue 2,393,334 post-consolidation shares, representing approximately 40% of the issued and outstanding shares of La Jolla post-issuance, to the vendors of the Goldsmith property and assume certain obligations relating to the property.  Closing of the Goldsmith Agreement is expected to occur concurrently with, or as near as practicable following, closing of the Arrangement, however there can be no assurance that the Goldsmith Agreement will close when expected or at all.

About MicroCoal™ Technologies Inc.

MicroCoal is focused on commercializing its unique, clean-coal upgrading technology known as MicroCoal®; a low-cost microwave technology that reduces moisture in coal resulting in an upgraded energy content of coal. This process provides significant financial benefits to coal-fired electrical generating utilities such as: large cost savings from switching to low-rank coal, substantial increases in boiler efficiencies and heat output, improved ash efficiencies and reductions in scrubber costs. Important environmental benefits such as reductions in greenhouse gases and mercury can also be derived from implementation of this technology. MicroCoal is currently constructing the Virginia Plant and discussions for commercial projects are underway.

On behalf of the Board of Directors,

"Dr. James Young"

Chairman of the Board of Directors

For further information, please contact:

MicroCoal™ Technologies Inc.

Telephone: (778) 995 5833 

office@mticoal.com

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements that reflect the current views and/or expectations of the Company with respect to its performance, business and future events.  In particular, this press release contains forward-looking statements relating to the completion of the Arrangement.  The reader is cautioned that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors which are difficult to predict and that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which MTI operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Assumptions underlying the Company's expectations regarding forward looking statements contained in this news release include, among others: that the Company will obtain all necessary court, shareholder and regulatory approvals for the Arrangement; that the Company will be able to complete the Arrangement as expected; that the TMS Shares will be accepted for listing on the CSE; that the Company will hold the Meeting on or about May 14, 2015; and that the Company will acquire the Goldsmith property.  Investors are cautioned that all forward-looking statements involve risks and uncertainties, including, without limitation, that the Company may be unable to obtain all necessary court, shareholder and regulatory approvals for the Arrangement as and when expected or at all; that the Arrangement may not be completed as expected or at all; that the CSE may not provide final approval for the listing of the TMS Shares on closing of the Arrangement or at all; that the Company may fail to hold the meeting when expected; and that the Company may not close the Acquisition Agreement as expected or at all.  These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements, which are qualified in their entirety by this cautionary statement. Except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events. Neither CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of the release.

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