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Appendix 3B
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" 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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
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).
+Class of +securities issued or to
1 Shares
be issued
2 Number of +securities issued or 49,483,516
to be issued (if known) or
maximum number which may
be issued
New issue announcement
3 Principal terms of the Fully paid ordinary
+securities (eg, 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)
4 Do the +securities rank equally Yes
in all 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 US$20,000,000 at an agreed value of 25
pence per share as per the Subscription
Agreement dated 10 December 2012.
6 Purpose of the issue Issue to Haohua Energy International (Hong
(If issued as consideration for Kong) Resource Co. Limited pursuant to a
the acquisition of assets, clearly Subscription Agreement dated 10 December
identify those assets)
2012.
6a Is the entity an +eligible entity No.
that has obtained security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the +securities the
subject of this Appendix 3B, and
comply with section 6i
6b The date the security holder n/a
resolution under rule 7.1A was
passed
6c Number of +securities issued n/a
without security holder approval
under rule 7.1
6d Number of +securities issued n/a
with security holder approval
under rule 7.1A
6e Number of +securities issued n/a
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f Number of securities issued n/a
under an exception in rule 7.2
6g If securities issued under rule n/a
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
issue date and both values.
Include the source of the VWAP
calculation.
6h If securities were issued under n/a
rule 7.1A for non-cash
consideration, state date on
which valuation of
consideration was released to
ASX Market Announcements
6i Calculate the entity’s remaining n/a
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7 Dates of entering +securities 23 January 2013
into uncertificated holdings or
despatch of certificates
Number +Class
8 Number and +class of all 850,434,550 Fully paid ordinary
+securities quoted on ASX Shares
(including the securities in
section 2 if applicable)
Number +Class
9 Number and +class of all
+securities not quoted on ASX
(including the securities in 818,500 Class K Options exercisable at $1.90
section 2 if applicable) on or before 30 June 2014 .
5,000,000 Class J Options
exercisable at $2.74
on or before 30 November 2014.
2,500,000 Class C Options
exercisable at $1.20
on or before 9 November 2015.
3,500,000 Class L Options
exercisable at
GBP0.25 on or
before 30 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.
1 Option to subscribe
for 50 million 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 n/a
trust, distribution policy) on the
increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval n/a
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the +securities
will be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
18 Names of countries in which the
entity has +security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of +security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do +security holders sell
their entitlements in full through
a broker?
31 How do +security holders sell
part of their entitlements
through a broker and accept for
the balance?
32 How do +security holders dispose
of their entitlements (except by
sale through a broker)?
33 +Despatch date
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 X
(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
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or
documents
35 If the +securities are +equity securities, the names of the 20 largest holders of the
additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of securities for which
+quotation is sought
39 Class of +securities for which
quotation is sought
40 Do the +securities rank equally in
all 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
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another security, clearly identify
that other security)
Number +Class
42 Number and +class of all
+securities quoted on ASX
(including the securities in clause
38)
Quotation agreement
1 +Quotation of 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
+securities to 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.
Sign here: Date: 23 January 2013
(Company Secretary)
Print name: TONY BEVAN
== == == == ==
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for
+eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid ordinary n/a
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 12 month
period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A”
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract “C”
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
[Note: this is the remaining placement
capacity under rule 7.1]
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
Subtract “E”
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E”
Note: this is the remaining placement
capacity under rule 7.1A
Date: 23/01/2013 12:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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