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COAL OF AFRICA LIMITED - Results of the EGM

Release Date: 11/09/2012 14:46
Code(s): CZA     PDF:  
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Results of the EGM

COAL OF AFRICA LIMITED
(incorporated and registered in Western Australia with ACN 008 905 388)
(Registration number ABN 008 905 388)
ISIN AU000000CZA6
JSE/ASX/AIM share code: CZA
("CoAL" or the "Company")

11 SEPTEMBER 2012

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL

Neither this Announcement nor its appendix constitutes an offer to sell or issue or the solicitation of an
offer to buy, subscribe or acquire any new Ordinary Shares in any jurisdiction in which any such offer
or solicitation would be unlawful


               RESULTS OF GENERAL MEETING AND COMPLETION OF PLACING


On 6 August 2012, CoAL announced that 115,478,798 new ordinary shares (“Placing Shares”) had
been successfully placed at a placing price of 25p per share (3.25 Rand) to raise gross proceeds of
$44.8 million (£28.9 million/South African Rand 375.5 million) (the “Placing”). The Placing is
comprised of two tranches:

    •   Tranche 1 of the Placement comprised 80,570,166 Placing Shares which commenced trading
        on the AIM market of the London Stock Exchange plc ("AIM") on 9 August 2012 and the Main
        Board of JSE Limited ("JSE") on 10 August 2012; and

    •   Tranche 2 of the Placement constitutes the remaining 34,908,632 Placing Shares
        (“Conditional Placing Shares”), the issue of which was subject to approval of the
        Company's shareholders.

The Company is pleased to announce that at the General Meeting held earlier today the shareholder
resolutions relating to the Placing were duly passed. The results of the General Meeting are set out in
detail below.

Accordingly, the Company will proceed with the issue and allotment of the Conditional Placing
Shares. The Company has applied for the Conditional Placing Shares to be admitted to trading on
AIM on 12 September 2012 and on the JSE on 13 September 2012. Application will also be made to
the ASX for the quotation of the Conditional Placing Shares.

Results of General Meeting

In accordance with Listing Rule 3.13.2 and Section 251AA(2) of the Corporations Act, the Company
announces the following outcome of the resolutions put to the General Meeting of shareholders held
earlier today:
Resolution 1: Ratification of issue of shares - Investec Subscription

The resolution was carried unanimously on a show of hands, and the total number of proxy votes in
respect of validly appointed proxies was as follows:

                                    Number                   % of Vote                % of Issued Capital
For:                                   404,187,935                       99.82                      52.76
Against:                                   467,251                        0.12                       0.06
Abstain:                                   261,466                        0.06                       0.03
Discretionary:                              17,906                        0.00                       0.00
TOTAL:                                 404,934,558                      100.00                      52.86

Resolution 2: Ratification of issue of Shares - Placement Tranche 1

The resolution was carried unanimously on a show of hands, and the total number of proxy votes in
respect of validly appointed proxies was as follows:

                                    Number                   % of Vote                % of Issued Capital
For:                                   404,067,817                       99.79                      52.75
Against:                                   467,251                        0.12                       0.06
Abstain:                                   381,584                        0.09                       0.05
Discretionary:                              17,906                        0.00                       0.00
TOTAL:                                 404,934,558                      100.00                      52.86

Resolution 3: Proposed Issue of Shares - Placement Tranche 2

The resolution was carried unanimously on a show of hands, and the total number of proxy votes in
respect of validly appointed proxies was as follows:

                                    Number                   % of Vote                % of Issued Capital
For:                                   404,067,817                       99.79                      52.75
Against:                                   467,251                        0.12                       0.06
Abstain:                                   381,584                        0.09                       0.05
Discretionary:                              17,906                        0.00                       0.00
TOTAL:                                 404,934,558                      100.00                      52.86

For more information contact:

Coal of Africa
John Wallington           Chief Executive Officer                +27 11 575 4363
Wayne Koonin              Financial Director                     +27 11 575 4363
Sakhile Ndlovu            Investor Relations                     +27 11 575 6858

Investec London
Chris Sim                                                        +44 20 7597 5970
Neil Elliot

Investec SA                                                      +27 11 286 7000
George Nakos
Robert Smith

Russell & Associates                                            +27 (0) 11 880 3924
Charmane Russell                                                +27 (0) 82 372 5816
Jane Kamau
Tavistock                                                                     +44 20 7920 3150
Jos Simson
Emily Fenton

www.coalofafrica.com

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
Deutsche Bank AG, London Branch (“Deutsche Bank”), Investec Bank plc (“Investec”) and Investec Bank Limited
(“Investec SA”) or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to or publicly available to any interested party
or its advisers, and any liability therefore is expressly disclaimed.

Deutsche Bank, Investec and Investec SA are acting as Global Co-ordinators and Joint Bookrunners in connection with
the Placing. Investec SA is acting as the JSE Transaction Sponsor to the Company. Deutsche Bank AG is authorised
under German Banking Law (competent authority: BaFin – Federal Financial Supervisory Authority) and authorised and
subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the Financial Services Authority are available on request. Investec, is authorised and
regulated by the Financial Services Authority and Investec SA is authorised by the Financial Services Board. Deutsche
Bank, Investec and Investec SA are acting for the Company in connection with the Placing and no-one else and none of
Deutsche Bank and Investec or Investec SA will be responsible to anyone other than the Company for providing the
protections afforded to the respective clients of Deutsche Bank, Investec or Investec SA nor for providing advice in
relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Deutsche Bank, Investec or Investec SA that would permit an offering
of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company, Deutsche Bank, Investec and Investec SA to inform themselves
about, and to observe, such restrictions.

The information in this Announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would
require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption
from registration or qualification under the securities laws of any such jurisdiction.

No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States, the
Republic of South Africa or elsewhere. The information in this Announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have
not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") nor the
security laws of any state or other jurisdiction of the United States. The securities mentioned herein may not be offered
or sold in the United States except pursuant to an exemption from, or transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this Announcement may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.

Date: 11/09/2012 02:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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