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Appendix 3B
Coal of Africa
(Incorporated and registered in Australia)
(Registration number ABN 008 905 388)
ISIN AU000000CZA6
JSE/ASX/AIM share code: CZA
("CoAL or the "Company" or the "Group")
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Coal of Africa Limited
ABN
98 008 905 388
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be Shares
issued
2 Number of +securities issued or to 34,908,632
be issued (if known) or maximum
number which may be issued
3 Principal terms of the +securities (eg, Fully paid ordinary
if options, exercise price and expiry
date; if partly paid +securities, the
amount outstanding and due dates
for payment; if +convertible
securities, the conversion price and
dates for conversion)
7246092/1
+ See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B
New issue announcement
4 Do the +securities rank equally in all Yes
respects from the date of allotment
with an existing +class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5 Issue price or consideration 25 pence/ 3.25 Rand per share
6 Purpose of the issue Coal of Africa Limited intends to use the net
(If issued as consideration for the proceeds of the Placing, in addition to its
acquisition of assets, clearly identify existing cash balance, to finance the following:
those assets)
• the floatation, ultra fines and middlings
plant and related design fees at the Vele
Colliery (approximately US$15
million);
• the final payment of the first tranche of
$43 million for the Chapudi acquisition
as announced on 10 May 2012
(approximately US$ 14 million);
• additional drilling, technical studies
and related work to accelerate the
Generaal, Voorburg and Jutland
definitive feasibility studies and project
management, environmental impact
assessment and stakeholder engagement
for the Greater Soutpansberg Project
(approximately US$11 million);
• pre-mining right capital expenditure
including land purchases, regulatory,
permitting and construction of power
lines, consultancy fees on detailed
front-end engineering design as well as
technical drilling and analysis for
thermal coal and fines test work at
Makhado (approximately US$11
million); and
• general working capital requirements.
7246092/1
+ See chapter 19 for defined terms.
Appendix 3B Page 2 1/1/2003
Appendix 3B
New issue announcement
7 Dates of entering +securities into 12 September 2012
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class of all 800,951,034 Fully paid ordinary
+securities quoted on ASX shares
(including the securities in clause 2
if applicable)
Number +Class
9 Number and +class of all 7,000,000 Class D Options
+securities not quoted on ASX
exercisable at $1.25
(including the securities in clause 2 each on or before 30
if applicable) September 2012.
1,000,000 Class G Options
exercisable at $1.90
each on or before 30
September 2012.
5,000,000 Class J Options
exercisable at $2.74
on or before 30
November 2014.
818,500 Class K Options
exercisable at $1.90
on or before 30 June
2014.
2,500,000 Class C Options
exercisable at $1.20
on or before 9
November 2015.
1,441,061 ESOP Options
exercisable at $1.40
on or before 30
September 2015.
2,670,000 ESOP Options
exercisable at
ZAR7.60 on or before
14 February 2017.
7246092/1
+ See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B
New issue announcement
1 Option to subscribe
for 50 million
ordinary shares for 60
pence each between 1
November 2010 and 1
November 2014, as
approved by
shareholders on 22
April 2010.
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Part 2 - Bonus issue or pro rata issue
Questions 11 to 33 – not applicable
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities
(tick one)
(a) Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Questions 11 to 33 – not applicable
7246092/1
+ See chapter 19 for defined terms.
Appendix 3B Page 4 1/1/2003
Appendix 3B
New issue announcement
Quotation agreement
1 +Quotationof our additional +securities is in ASX’s absolute discretion. ASX may
quote the+securities
on any conditions it decides.
2 We warrant the following to ASX.
• The issue of the +securities to be quoted complies with the law and is not
for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty
• Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities to be quoted and
that no-one has any right to return any +securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the
+securitiesto be quoted under section 1019B of the Corporations Act at the
time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.
4 We give ASX the information and documents required by this form. If any
information or document not available now, will give it to ASX before +quotation
of the +securities begins. We acknowledge that ASX is relying on the information
and documents. We warrant that they are (will be) true and complete.
12 September 2012
Sign here: ............................................................ Date: .........................
Company secretary
SHANNON COATES
Print name: .........................................................
== == == == ==
7246092/1
+ See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
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