Mc Mining Regulatory News (MCM)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Coal of Africa Limited ("CoAL" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

Suite 8

7 The EsplanadeMt Pleasant WA 6153Australia

Trading Address / Principal Place of Business:

South Block

Summercon Office Park

96 Sunset Avenue (Cnr Rockery Lane)

Lonehill

Sandton

South Africa

COUNTRY OF INCORPORATION:

Australia

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.coalofafrica.com/investors-and-media/aim-rule26

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Coal of Africa:

CoAL is an emerging coal mining, development and exploration company operating in South Africa. CoAL is incorporated in Australia and its shares are traded on ASX, AIM and the JSE.

The transaction:

On 21 December 2015, CoAL announced that it had lodged an offer document in relation to its proposed offer to acquire the entire issued and to be issued share capital of Universal Coal plc ("Universal"), with the Australian Securities and Investments Commission (the "Offer"). Under the terms of the Offer, CoAL is offering to acquire each Universal share for consideration of, subject to eligibility, A$0.20 in cash and 1 new CoAL share, or a non-converting, secured loan note with a principal amount of A$0.25 per loan note (the "Acquisition").

The Acquisition, which will result from a successful completion of the Offer, constitutes a reverse takeover for CoAL under the AIM Rules for Companies and is therefore conditional, amongst other things, on the approval of CoAL shareholders at a General Meeting to be held at 10:00 a.m. on 3 March 2016.

Universal Coal:

Universal is incorporated in England and Wales and is listed on the ASX under the ticker "UNV". Universal's assets are located in South Africa and comprise over 2 billion gross tonnes of in-situ coal, of which over 1 billion gross tonnes are attributable to Universal, at three thermal coal projects in the Witbank coalfield (Kangala, NCC and Brakfontein) and two prospective coking coal assets in the emerging Soutpansberg and Tuli coalfields (Berenice/Cygnus and Somerville). Universal has agreed, subject to regulatory approvals, to acquire a 50% interest in the Arnot South prospecting right.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Up to 2,874,690,671 Ordinary Shares of no par value

Subscription Price and Provisional Placement Price of US$0.0435 per share

No restrictions on the transfer of securities

No treasury shares

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Gross proceeds of $18 million from the subscription to be used in relation to the cash consideration of the Offer.

Market capitalisation of the Company at the subscription price on admission TBC.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

76.30%(1)

Note (1): Assuming (i) the Offer is validly accepted by Universal Shareholders holding 50% of Universal's total issued share capital, (ii) that Universal Shareholders holding 40% of Universal's issued share capital elect to take up the Loan Note Alternative, being the number required to satisfy the relevant minimum acceptance Condition under the Offer, (iii) all other Universal Shareholders who accept the Offer accept the Cash and Share Offer, (iv) all Provisional Placement Shares are issued, and (v) no options over Shares are exercised between the date of this document and Admission.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

JSE, ASX

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

· Bernard Robert Pryor (Chairman and Independent Non-Executive Director)

· David Hugh Brown (Chief Executive Officer and Executive Director)

· De Wet Olivier Schutte (Chief Financial Officer and Executive Director)

· Peter George Cordin (Independent Non-Executive Director)

· Andrew David Mifflin (Independent Non-Executive Director)

· Thabo Felix Mosololi (Independent Non-Executive Director)

· Khomotso Brian Mosehla (Independent Non-Executive Director)

· Rudolph Henry Torlage (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Note (1): Assuming (i) the Offer is validly accepted by Universal Shareholders holding 50% of Universal's total issued share capital, (ii) that Universal Shareholders holding 40% of Universal's issued share capital elect to take up the Loan Note Alternative, being the number required to satisfy the relevant minimum acceptance Condition under the Offer, (iii) all other Universal Shareholders who accept the Offer accept the Cash and Share Offer and (iv) all Provisional Placement Shares are issued and that Haohua Energy International (Hong Kong) Resource Co Limited ("HEI") subscribes for 50% of the Provisional Placement Shares.

Note (2): Assuming (i) the Offer is validly accepted in full by all Universal Shareholders, (ii) that Universal Shareholders holding 40% of Universal's issued share capital elect to take up the Loan Note Alternative, being the number required to satisfy the relevant minimum acceptance Condition under the Offer, (iii) all other Universal Shareholders who accept the Offer accept the Cash and Share Offer and (iv) all Provisional Placement Shares are issued and that HEI subscribes for 50% of the Provisional Placement Shares.

Note (3): Pursuant to the Yishun Brightrise Investment Pte Ltd. ("YBI") Subscription Agreement, YBI is entitled to subscribe for 344,827,500 Shares. Depending on the level of acceptances received from Universal Shareholders for the Cash and Share Offer, and any other equity funding that CoAL may obtain prior to completion of the Offer, it is possible that full subscription by YBI of the Shares which are the subject of Resolution 2 would result in YBI obtaining voting power in CoAL of more than 20% (in breach of applicable takeover provisions under the Corporations Act). If it appears that, at completion of the Offer and the YBI Subscription Agreement, that YBI's voting power in CoAL would exceed 20%, CoAL and YBI would make alternative arrangements to ensure CoAL receives YBI's full funding commitment under the YBI Subscription Agreement whilst still complying with the Corporations Act.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 June

(ii) The main financial information has been prepared to 30 June 2015

(iii) Pursuant to AIM Rules 18 and 19 the Company would be required to publish its first three reports on the following dates:

30 March 2016 (interim results for six months ending 31 December 2015)

31 December 2016 (final results for the year ended 30 June 2016)

30 March 2017 (interim results for six months ending 31 December 2016)

It should be noted that the Company is also subject to ASX reporting rules and under those rules the deadline for the Company to publish its first three reports are:

· 15 March 2016 (interim results for six months ending 31 December 2015)

· 30 September 2016 (final results for the year ended 30 June 2016)

· 15 March 2017 (interim results for six months ending 31 December 2016)

EXPECTED ADMISSION DATE:

Late March 2016

NAME AND ADDRESS OF NOMINATED ADVISER:

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

NAME AND ADDRESS OF BROKER:

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the admission document containing full details about the applicant and the admission of its securities are available free of charge from the Company's registered office, Suite 8, 7 The Esplanade, Mt Pleasant, WA6153, Australia, and in electronic form at www.coalofafrica.com and for at least one month after Admission, at the offices of Peel Hunt LLP, Moor House, 120 London Wall, London EC2Y 5ET, United Kingdom during normal business hours on any weekday (Saturday, Sunday and public holidays excepted).

DATE OF NOTIFICATION:

25 February 2016

NEW/ UPDATE:

New