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Tue 14 Feb 2012, 7:08 CZA - Coal of Africa Limited - Appendix 3b - new issue announcement
CZA
CZA                                                                             
CZA - Coal of Africa Limited - Appendix 3b - 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, 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 1/7/96.                                                              
Origin: Appendix 5.                                                             
Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.               
Name of entity                                                                  
Coal of Africa Limited                                                          
ABN                                                                             
98 008 905 388                                                                  
We (the entity) give ASX the following information.                             
Part 1  All issues                                                              
1  +Class of +securities issued or to  Options                                  
be issued                                                                     
                                                                                
2  Number  of +securities issued or    2,670,000                                
  to be issued (if known) or maximum                                            
number which may be issued                                                    
                                                                                
3  Principal terms of the +securities  Options exercisable on or before 14      
  (eg, if options, exercise price     February 2017 at an exercise price        
and expiry date; if partly paid     of ZAR7.60                                
  +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 in       No                                  
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                                             
Options over unissued shares may          
  - the extent to which they do not   only be exercised in accordance with      
  rank equally, other than in         their terms and conditions. Upon          
  relation to the next dividend,      conversion of the options to shares,      
distribution or interest payment    the shares will rank equally with         
                                      existing shares.                          
                                                                                
                                                                                
5  Issue price or consideration        Nil                                      
                                                                                
                                                                                
6  Purpose of the issue                Options granted to employees             
(If issued as consideration for     pursuant to the Company`s Share           
  the acquisition of assets, clearly  Option Plan, approved by                  
  identify those assets)              shareholders at the Company`s Annual      
                                      General Meeting held on 30 November       
2009.                                     
                                                                                
                                                                                
7   Dates of entering +securities    14 February 2012                           
into uncertificated holdings                                                 
   or despatch of certificates                                                  
                                                                                
                                                                                
Number      +Class                          
8   Number and +class of all         662,484,573 Fully paid ordinary shares     
   +securities quoted on ASX                                                    
   (including the securities in                                                 
clause 2 if applicable)                                                      
                                                                                
                                                                                
                                                                                

                                    Number      +Class                          
9   Number and +class of all         250,000     Class B Options                
   +securities not quoted on ASX                exercisable at $2.05 each       
(including the securities in                 on or before 1 May 2012.        
   clause 2 if applicable)                                                      
                                                Class D Options                 
                                                exercisable at $1.25 each       
on or before 30 September       
                                    7,000,000   2012.                           
                                                                                
                                                Class G Options                 
exercisable at $1.90 each       
                                                on or before 30 September       
                                                2012.                           
                                                                                
Class H Options                 
                                    1,000,000   exercisable at $1.25 on or      
                                                before 1 May 2012.              
                                                                                
Class I Options                 
                                                exercisable at $3.25 on or      
                                                before 31 July 2012.            
                                                                                
Class J Options                 
                                    600,000     exercisable at $2.74 on or      
                                                before 30 November 2014.        
                                                                                
Class K Options                 
                                                exercisable at $1.90 on or      
                                                before 30 June 2014.            
                                                                                
1,650,000   Class C Options                 
                                                exercisable at $1.20 on or      
                                                before 9 November 2015          
                                                                                
ESOP Options exercisable        
                                                at $1.40 on or before 30        
                                                September 2015                  
                                    5,000,000                                   
ESOP Options exercisable        
                                                at ZAR7.60 on or before 14      
                                                February 2017                   
                                                                                
Option to subscribe for 50      
                                                million ordinary shares         
                                    818,500     for 60 pence each between       
                                                1 November 2010 and 1           
November 2014, as approved      
                                                by shareholders on 22           
                                                April 2010.                     
                                                                                

                                    2,500,000                                   
                                                                                
                                                                                

                                                                                
                                                                                
                                                                                
1,441,061                                   
                                                                                
                                                                                
                                                                                

                                                                                
                                    2,670,000                                   
                                                                                

                                                                                
10  Dividend policy (in the case     Not applicable                             
   of a trust, distribution                                                     
policy) on the increased                                                     
   capital (interests)                                                          
Part 2  Bonus issue or pro rata issue                                           
Questions 11 to 33 - Not Applicable                                             
Part 3  Quotation of securities                                                 
34   Type of securities                                                         
                                                                                
(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 securities                                 
Questions 35 to 42 - Not Applicable                                             
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.                                   
-    We warrant that if confirmation is required under section         
              1017F of the Corporations Act in relation to the +securities      
              to be quoted, it has been provided 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.                                                         
Signed by                                                                       
SHANNON COATES                                                                  
Company secretary                                                               
Johannesburg                                                                    
14 February 2012                                                                
Sponsor:                                                                        
J.P. Morgan Equities Limited                                                    
Date: 14/02/2012 07:08:01 Produced by the JSE SENS Department.                  
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