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New issue announcement, application for quotation of additional securities and agreement 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 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, 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 Performance Rights be issued Unlisted Options 2 Number of +securities issued or Grant of 19,238,648 Unlisted Performance to be issued (if known) or Rights maximum number which may be issued Forfeit of 10,575,000 Unlisted Options + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 3 Principal terms of the Performance Rights +securities (e.g. if options, The Performance Rights are granted as exercise price and expiry date; if conditional awards over ordinary shares of no partly paid +securities, the par value for no consideration. The awards amount outstanding and due dates for payment; if will vest on 13 December 2019 subject to the +convertible securities, the vesting conditions. conversion price and dates for conversion) Unlisted Options Forfeit of 10,575,000 unlisted options exercisable in three instalments of 3,525,000 options on or after 1 February 2015, 1 February 2016 and 1 February 2017 at an exercise price of ZAR1.2, ZAR 1.32 and ZAR 1.45 respectively. The expiry date for the options was 1 February 2019. + See chapter 19 for defined terms. Appendix 3B Page 2 04/03/2013 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 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 not rank equally, please state: N/A - 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 Performance Rights - Nil Unlisted Options - Nil 6 Purpose of the issue The Performance Rights are granted to the (If issued as consideration for executive Directors following approval at the acquisition of assets, clearly the annual general meeting on 25 November identify those assets) 2016 in accordance with the Company's Performance Rights Plan. The Unlisted Options granted to the Mr David Brown, Chief Executive Officer were forfeited and replaced with Performance Rights. 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 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 3 Appendix 3B New issue announcement 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 Rule 7.1 - 289,050,199 shares issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 Rule 7.1A - N/A and release to ASX Market Announcements 7 +Issue dates Performance Rights Note: The issue date may be prescribed by 13 December 2016 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. + See chapter 19 for defined terms. Appendix 3B Page 4 04/03/2013 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 Number +Class 8 Number and +class of all 1,927,001,328 Ordinary shares +securities quoted on ASX (including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all 2,670,000 ESOP Options exercisable +securities not quoted on ASX at ZAR7.60 on or before 14 (including the +securities in February 2017 section 2 if applicable) 3,932,928 ESOP Options exercisable at ZAR 1.75 on or before 30 June 2017 20,000,000 Options exercisable at ZAR1.32 on or before 21 October 2018 14,174,528 Performance Rights vesting on 1 December 2018 subject to vesting conditions 5,000,000 Options exercisable at GBP 0.055 on or before 1 December 2018 19,238,648 Performance Rights vesting on 13 December 2019 subject to vesting conditions + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 5 Appendix 3B New issue announcement 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests) Part 2 - 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 offer 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 + See chapter 19 for defined terms. Appendix 3B Page 6 04/03/2013 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 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 offer documents 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 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 7 Appendix 3B New issue announcement sale through a broker) 33 +Issue 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) X +Securities described in Part 1 (a) only (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 the securities are equitythe numberthe names of the of additional securities 35 If + + securities, 20 largest holders of the + additional securities, and and percentage + held by those holders the securities are equity securities, a distribution schedule of the additional 36 If + + + 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 +securities 37 copy of any trust deed for the additional A Entities that have ticked box 34(b) 38 Number of +securities for which N/A +quotation is sought 39 +Class of +securities for which quotation is sought + See chapter 19 for defined terms. Appendix 3B Page 8 04/03/2013 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 40 Do the +securities rank equally in 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 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) + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 Appendix 3B New issue announcement 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: 13 December 2016 Company secretary Print name: Tony Bevan == == == == == + See chapter 19 for defined terms. Appendix 3B Page 10 04/03/2013 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 Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13 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 1,927,001,328 securities on issue 12 months before the +issue date or date of 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 Nil securities cancelled during that 12 month period "A" 1,927,001,328 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 11 Appendix 3B New issue announcement Step 2: Calculate 15% of "A" "B" 0.15 [Note: this value cannot be changed] Multiply "A" by 0.15 289,050,199 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" Nil Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 "A" x 0.15 289,050,199 Note: number must be same as shown in Step 2 Subtract "C" Note: number must be same as shown in Nil Step 3 Total ["A" x 0.15] - "C" 289,050,199 [Note: this is the remaining placement capacity under rule 7.1] Part 2 + See chapter 19 for defined terms. Appendix 3B Page 12 04/03/2013 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 Rule 7.1A - Additional placement capacity for eligible entities Step 1: Calculate "A", the base figure from which the placement capacity is calculated "A" N/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 N/A 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" N/A 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 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 13 Appendix 3B New issue announcement Step 2 Subtract "E" Note: number must be same as shown in Step 3 Total ["A" x 0.10] - "E" N/A Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. Appendix 3B Page 14 04/03/2013 Date: 13/12/2016 02:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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