THE WATERBERG COAL COMPANY LIMITED - Waterberg Group & Sibanye Terminate Discussions and Request to ASX for Extension to Voluntary Suspension

Waterberg Group & Sibanye Terminate Discussions and Request to ASX for Extension to Voluntary Suspension

The Waterberg Coal Company Limited
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC | JSE: WCC | ISIN: AU000000WCC9
(“WCC” or “the Company”)

Waterberg Group & Sibanye Terminate Discussions and Request to ASX for
Extension to Voluntary Suspension

Waterberg Group & Sibanye Terminate Discussions

On 17 September 2015 The Waterberg Coal Company Limited (Waterberg or
Company), Firestone Energy Limited (together the Waterberg Group) and
Sibanye Gold Limited (Sibanye) issued separate announcements advising
of having entered into a non-binding term sheet (Term Sheet) in
relation to a debt refinancing and equity participation transaction
whereby it was proposed that Sibanye would acquire the secured
convertible notes in Waterberg held by Standard Bank of South Africa
Limited (and other participants) and provide working capital of AU$8.5
million via a loan that was to be subsequently converted into equity
within the Waterberg Group (the Equity Transaction).

The conditions precedent of the Equity Transaction were, inter alia, as
advised by Sibanye:
1.   completion of a detailed due diligence;
2.   Sibanye being granted a coal offtake agreement with the Waterberg
     Group; and
3.   completion, in good faith, of the definitive Equity Transaction
     agreements.

For some nine months the Waterberg Group and Sibanye have been in
discussions based on completion of the Equity Transaction generally in
accordance with the Term Sheet.

On 24 February 2016 Sibanye submitted a conditional offer (the Offer)
which had been approved by their board.      The Offer is materially
different from the Equity Transaction, as originally contemplated, to
one whereby Sibanye proposes to acquire the assets of the Waterberg
Coal Project.

The Offer required the Waterberg Group to formally accept the Offer by
0700 hours (UTC+2) today; approximately 24 hours after receipt of the
Offer.

Given material change to the nature of the transaction set out in the
Offer, there has been insufficient time for a full and considered
evaluation of the impact on the Waterberg Group and to engage with the
appropriate stakeholders.

As a result of the inordinately short period of time to provide the
requisite approvals by the deadline today, Sibanye have terminated the
discussions.
The directors are disappointed that the transaction with Sibanye as
contemplated will not proceed. As a result, the Waterberg Group will
proceed with discussions with other parties who have indicated their
desire to provide funding and participate in the Waterberg Coal
Project.

Directors are now fully devoted to fast tracking the discussions with a
view to formulating a suitable refinancing proposal (Proposal) to take
to shareholders.

Until the material terms of an alternative Proposal have been
determined and released the Company intends to request that its
voluntary suspension on ASX and JSE continues.

Request to ASX for Extension to Voluntary Suspension

Waterberg hereby requests an extension to its current voluntary
suspension in the trading of its securities which is due to expire pre-
open on Monday 29 February 2016.

In accordance with ASX Listing Rule 17.2, the Company advises that:
a.   as advised to the market on 17 September 2015, the financing and
     equity participation transaction contemplated with Sibanye Gold
     Limited (Sibanye) was subject to due diligence and entering into a
     set of definitive transaction agreements;
b.   on 24 February 2016, Sibanye presented an offer to the Company,
     which had materially varied from that originally contemplated, and
     allowed little more than 24 hours for its acceptance at 1.00pm
     today Perth time.
c.   as announced today, the Company did not have sufficient time to
     fully evaluate the impact of the offer nor engage with key
     stakeholders, particularly with The Standard Bank of South Africa
     Limited (SBSA), within the time frame allowed. As a consequence,
     Sibanye has terminated discussions.
d.   the extension to the voluntary suspension is to allow time to
     advance discussions with SBSA and alternative third parties who
     have indicated a willingness to provide replacement funding
     arrangements to replace its existing funding facility (Facility)
     with SBSA which was due for repayment on 9 April 2015 (as
     announced on 17 March 2015);
e.   SBSA is aware of Sibanye’s action and has not withdrawn its
     previously advised preparedness to maintain the Facility as an “on
     demand” rolling daily basis to give the discussions time to
     progress;
f.   the replacement funding represents a significant transaction and
     the final terms of a proposal will impact the Company's ability to
     carry out its future objectives;
g.   the Company is of the view that re-instatement of trading for its
     securities at this time is likely to be materially prejudicial to
     its   ability  to   successfully  complete  the  complex funding
     transaction contemplated which is critical to the Company’s
     financial viability;
h.   it expects the voluntary suspension to remain in place until the
     earlier of:
     i.   the date that it has made an announcement in respect of its
          proposed new funding arrangement; and
     ii. commencement of trade on Monday 28 March 2016;
i.   it is not aware of any reason why the securities should not be
     suspended; and
j.   is not aware of any other information necessary to inform the
     market about the suspension.

Stephen Miller
Managing Director and CEO
The Waterberg Coal Company Limited

JSE Sponsor:
The Standard Bank of South Africa Limited

26 February 2016

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