COAL OF AFRICA LIMITED - Notice of status of defeating conditions

Notice of status of defeating conditions

Coal of Africa Limited

(Incorporated and registered in Australia)

Registration number ABN 008 905 388

ISIN AU000000CZA6

JSE/ASX/AIM share code: CZA

(‘CoAL or the ‘Company’)

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NOTICE OF STATUS OF DEFEATING CONDITIONS

_________________________________________________________________________________

Coal of Africa Limited (ABN 98 008 905 388) (CoAL) has made an offer for all of the issued and to be
issued share capital of Universal Coal Plc (Universal) (the Offer). The Offer is contained in CoAL’s
offer document dated 21 December 2015 (Offer Document) as supplemented.

Unless the context otherwise requires, capitalised words in this notice have the same meaning given to
them in the Offer Document.

If the Conditions are not all satisfied by 15 July 2016 (other than the Condition contained in paragraph
1(k) (no material adverse change in the financial or trading position of, or prospects for, the Universal
Group since 30 June 2015 and other prescribed occurrences) as set out in Section 1 of Part A of
Appendix VI of the Offer Document which must be satisfied by 20 July 2016), the Offer will lapse. In this
scenario, Universal Shareholders will retain their Universal Shares after the Offer lapses on 15 July
2016 and will be free to deal with their Shares as they see fit.

For the purposes of section 1019HG(3) of the Corporations Act 2001 (Cth) (as notionally inserted by
the ASIC Relief Instrument [15-1129]), CoAL gives notice that:

(a)     on 21 December 2015, CoAL declared that the Offer was free of the conditions set out in
        paragraph 1(g) (South African Competition Commission approval) and 1(i) (Mountain Rush
        Trading 6 Proprietary Limited consent) of Part A of Appendix VI of the Offer Document, and
        accordingly the Offer is free from those Conditions;

(b)     on 3 March 2016, CoAL declared that the Offer was free of the conditions set out in paragraph
        1(a) (Minimum Acceptance) and 1(c) (Passage of CoAL Resolutions) of Part A of Appendix VI
        of the Offer Document, and accordingly the Offer is free from those Conditions;

(c)     on 11 March 2016, CoAL declared that the Offer was free of the condition set out in paragraph
        1(h) (Investec Bank Limited providing its written consent consent) of Part A of Appendix VI of
        the Offer Document, and accordingly the Offer is free from that Condition;

(d)     on 8 April 2016, CoAL declared the Offer was free of the conditions set out in paragraph 1(b)
        (Loan Note Alternative elections being made in respect of Universal Shares representing not
        less than 40 percent of the voting rights carried by Universal Shares) of Part A of Appendix VI
        of the Offer Document, and accordingly the Offer is now free from that Condition;
(e)     on 8 July 2016, CoAL declared the Offer was free of the condition set out in paragraph 1(e) (the
        Subscription Agreements having become unconditional) of Part A of Appendix VI of the Offer
        Document, and accordingly the Offer is now free from that Condition;

(f)     CoAL has not freed the Offer from the condition set out in paragraph 1(d) (admission to trading
        on AIM of the Consideration Shares and readmission to trading on AIM of CoAL Shares) of Part
        A of Appendix VI of the Offer Document;

(g)     CoAL has not freed the Offer from the conditions set out in paragraph 1(f) (the Offer not
        becoming subject to the Code), 1(j) (all Authorisations having been obtained), 1(k) (no material
        adverse change in the financial or trading position of, or prospects for, the Universal Group
        since 30 June 2015 and other prescribed occurrences) as set out in Section 1 of Part A of
        Appendix VI of the Offer Document, however, at the time of lodging this notice, as far as CoAL
        knows, none of the events stipulated in those conditions have occurred; and

(h)     Coal’s voting power in Universal at the time of giving this notice is 94.79%.

CoAL will not be waiving, and is not legally permitted to waive, any of the, as yet, unfulfilled Conditions.

In relation to the condition set out in paragraph 1(d) (admission to trading on AIM of the Consideration
Shares and readmission to trading on AIM of CoAL Shares) as set out in Section 1 of Part A of Appendix
VI of the Offer Document (the Readmission Condition), CoAL notes that the CSA with Eskom at NCC
has not yet been finalised or signed. Universal has therefore not yet commenced mining activities at
NCC, at which first coal was expected to be produced in the first half of 2016 as was envisaged in the
Offer Document sent to Universal shareholders in December 2015. CoAL also advises that it has not
as yet finalised and continues to progress its potential working capital funding opportunities.

Therefore as a result, of the continued uncertainty in finalising the CSA and the working capital funding
opportunities CoAL's directors are not able to give the required working capital statement on the
readmission of the Consideration Shares and CoAL's Shares to trading on AIM (Readmission) as at the
date of this notice. The working capital statement, requires CoAL's directors to confirm that, in their
opinion having made due and careful enquiry, the working capital available to the Enlarged Group
(being the CoAL Group as enlarged by the Universal Group) will be sufficient for its present
requirements, that is for at least twelve months from the date of Readmission and CoAL's directors
must be able to make this working capital statement in order to achieve Readmission.

With CoAL's authority to issue the Consideration Shares expiring on 3 August 2016, CoAL does not
currently intend to further extend the Offer should the Readmission Condition not have become capable
of being satisfied by 15 July 2016.

8 July 2016

Enquiries

 CoAL                                                                  Telephone: +27 (0)10 003 8000

 David Brown, De Wet Schutte and Celeste Riekert

 Qinisele Resources (Proprietary) Limited (Financial Adviser           Telephone: +27 (0)11 883 6358
 to CoAL)

 Robert Philpot and Dennis Tucker
 Peel Hunt LLP (Nominated Adviser and Broker to CoAL)                  Telephone: + 44 (0)20 7418 8900

 Matthew Armitt and Ross Allister

 Investec Bank Limited (JSE Sponsor for CoAL)                          Telephone: +27 (0)11 286 7000

 Robert Smith and Tanya Cesare

 Tavistock (United Kingdom PR Adviser to CoAL)                         Telephone: +44 20 7920 3150

 Jos Simson and Emily Fenton

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