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COAL OF AFRICA LIMITED - Director's Dealings - Appendix 3B

Release Date: 03/12/2013 16:40
Code(s): CZA     PDF:  
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Director's Dealings - 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") 
                                                                      
Appendix 3B 
New issue announcement 

Rules 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, 
04/03/13 
  
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            Unlisted Options      
     be issued                                                         

2    Number of +securities issued  or              Total of 8,057,928    
     to be issued (if known) or                                   
     maximum  number  which  may                                       
     be issued                                                         
 
3    Principal terms of the                        3,932,928 Options exercisable on or before 
     +securities (e.g. if options,                 30 June 2017 at an exercise price of ZAR1.75 
     exercise price and expiry date; if            with two thirds vesting immediately and 
     partly paid +securities, the                  one third vesting on 1 July 2014. 
     amount outstanding and due                    4,125,000  Options  exercisable  in  three 
     dates for payment; if                         instalments of 1,375,000 options on each of 1 
     +convertible                                  June 2014, 1 June 2015 and 1 June 2016 at an 
     securities, the                               exercise price of ZAR2.0. The expiry date for 
     conversion  price  and  dates  for            the options is 1 June 2018.  
     conversion)                            
                                     
4    Do the +securities rank equally               No 
     in all respects from the +issue       
     date with an existing +class of       
     quoted +securities?                        
                                                        
     If the additional +securities do              Options over unissued shares may only be 
     not rank equally, please state:               exercised in accordance  with  their  terms 
      -    the date from which they do             and conditions. Upon conversion of the 
      -    the extent to which they                options to shares, the shares will rank with        
           participate for the next                existing shares.
           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                   Nil 
                                                        
6   Purpose of the issue                           Options granted to employees pursuant to 
    (If issued as consideration for                the Company's Employee Share Option Plan 
    the acquisition of assets, clearly             approved by shareholders at the Company's 
    identify those assets)                         Annual General Meeting held on 22 
                                                   November 2013. 

                                                 
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   +Issue dates                                   3 December 2013 
    Note: The issue date may be prescribed by 
    ASX (refer to the definition of issue date in 
    rule 19.12). For example, the issue  date for 
    a pro rata  entitlement issue must comply with 
    the applicable timetable in Appendix 7A. 

    Cross reference: item 33 of Appendix 3B. 
                                                    Number             +Class 

8   Number and +class of all                        1,048,368,613      Fully paid ordinary 
    +securities  quoted on ASX                                         shares 
    (including the +securities in 
    section 2 if applicable) 

                                                     Number            +Class 

9   Number and +class of all                         818,500           Class K Options exercisable 
    securities not quoted on ASX                                       at A$1.90 on or before 30 
    (including the +securities in                                      June 2014 
    ection 2 if applicable)                                                             
                                                           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 
                                                                
                                                   3,000,000           Class J Options exercisable 
                                                                       at A$2.74 on or before 30 
                                                                       November 2014 
                                                                
                                                   1,441,061           ESOP Options exercisable 
                                                                       at A$1.40 on or before 30 
                                                                       September 2015 
                                                                
                                                   2,500,000           Class C Options exercisable 
                                                                       at A$1.20 on or before 9 
                                                                       November 2015 
                                                                
                                                   3,500,000           Class L Options exercisable 
                                                                       at 25 pence on or before 30 
                                                                       November 2015 
                                                                
                                                   2,670,000           ESOP Options exercisable 
                                                                       at ZAR7.60 on or before 14 
                                                                       February 2017 

10  Dividend policy (in the case of a                                  Not applicable 
    trust, distribution policy) on the 
    increased capital (interests) 

Part 2 – Deleted 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 

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          N/A 
          +quotation is sought 
                                   
    39    +Class of +securities for which          N/A 
          quotation is sought 

    40    Do the +securities rank equally in       N/A 
          all respects from the +issue date 
          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          N/A 
          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                  N/A             N/A 
          +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 is not available now, we 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: 3 December 2013 
                          (Director/Company secretary) 
  
Print name:               Tony Bevan 
Date: 03/12/2013 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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