NCCL.L Regulatory News (NCCL)

13 January 2011

Not for release, publication or distribution in whole or in part, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

Ncondezi COAL Company Limited

("Ncondezi" or the "Company")

Result of Placing

Further to the announcement earlier today, Ncondezi is pleased to announce that 12.0 million new ordinary shares of no par value each in the capital of the Company (the "Placing Shares") have been successfully placed by Liberum Capital Limited ("Liberum") as Broker, Sole Bookrunner, and Sole Placing Agent to institutional and other investors.

The Placing Shares were placed with investors at a price of 195 pence per Placing Share. The placing price is equivalent to a 4.4% discount to the closing mid-market price on the AIM market of the London Stock Exchange ("AIM") on 12 January 2011. Accordingly, the Placing will raise gross proceeds of approximately $36.5 million (£23.4 million). The Placing Shares represent approximately 10% of Ncondezi's issued share capital prior to the Placing.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Ncondezi including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Company will apply for admission ("Admission") of the Placing Shares to trading on the AIM market of the London Stock Exchange ("AIM"). It is expected that Admission will take place on AIM on 19 January 2011 in respect of those Placing Shares to be settled in uncertificated form through CREST ("Uncertificated Placing Shares") and on 28 January 2011 in respect of those Placing Shares to be settled in certificated form ("Certificated Placing Shares"). The Placing is conditional upon, inter alia, Admission becoming effective by not later than 8.00 a.m. on 19 January 2011 in respect of the Uncertificated Placing Shares and is conditional, in relation to the Certificated Placing Shares only, on Admission becoming effective by not later than 8.00 a.m. on 28 January 2011 in respect of the Certificated Placing Shares. Admission of the Uncertificated Placing Shares is not conditional upon Admission of the Certificated Placing Shares.

As announced earlier today, the Company intends to use a portion of the net proceeds to exercise its option to repurchase 12,189,474 ordinary shares held by one of Ncondezi's pre-Initial Public Offering shareholders, the Dos Santos family. In accordance with the option agreement, following Admission the Company intends to exercise its option to acquire the 12,189,474 ordinary shares at a 10% discount to the Initial Public Offering price of 123 pence. The exercise price of 110.7 pence represents a 46% discount to the closing mid-market price of 204 pence on AIM on 12 January 2011 and a 43% discount to the Placing Price. The Company intends to cancel the repurchased shares and thereby the net effect of the issue of the Placing Shares and the cancellation of the repurchased shares will be to reduce the total number of ordinary shares outstanding by 189,474 ordinary shares.

Contacts

About Ncondezi Coal Company Limited:

Ncondezi Coal Company Ltd is an exploration and development company with four coal exploration and prospecting licences in the Tete Province of Mozambique. The Company holds prospecting and exploration licences over more than 73,160 ha in the Zambezi Basin, a geological environment considered to be one of the last undeveloped coal basins in the world.

Exploration work is most advanced on the Ncondezi Project, which comprises licence areas 804L & 805L, and is located approximately 40km northeast of the provincial capital Tete and 10km from the Sena railway. The Ncondezi Project covers an area of approximately 38,700ha and has a JORC coal resource of 1.8 billion tonnes. A scoping study completed in early 2010 confirmed the economic potential for an open pittable 10 million tonne per annum export thermal coal operation with coking coal potential. It is the Company's objective to complete a definitive feasibility study on the Ncondezi Project in the second half of 2012 and move to initial production in the second half of 2014.

Further details about Ncondezi Coal Company Ltd can be found on the company's website: www.ncondezicoal.com.

This announcement has been issued by Ncondezi and is the sole responsibility of Ncondezi.

Liberum Capital Limited is acting for Ncondezi and no-one else in connection with the Placing. Liberum Capital Limited will not be responsible to anyone other than Ncondezi for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice in any jurisdiction.

The distribution of this announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Liberum to inform themselves about, and to observe, such restrictions.

The information in this announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States or elsewhere. The information in this announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.