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Share Issue/Capital Change • Aug 29, 2014

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CONTINENTAL COAL LTD - Letter to Shareholders and Optionholders

PR Newswire

London, August 29

29 August 2014The ManagerCompany AnnouncementsAustralian Securities Exchange LimitedLevel 6, 20 Bridge StreetSydney NSW 2000By e-lodgement Letter to Shareholders and OptionholdersPlease find attached the letter to shareholders and optionholders with respectto the company's non-renounceable entitlement issue to raise approximatelyA$35.1m by way of the issue of up to 7,035,234,408 new shares.Shareholders will be entitled to acquire 9 new shares for every 1 existing CCCshare held at the record date (being 4 September), at an offer price ofA$0.005 per new share.If you have any queries in relation to the offer, please contact the CompanySecretary on +61 8 9488 5220.Yours sincerelyPaul D'SylvaExecutive Chairman28 August 2014Dear Eligible ShareholderCONTINENTAL COAL LIMITED - PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUEAs announced on 6 August 2014, Continental Coal Limited (ACN (009 125 651))(CCC or the Company) is undertaking a 9:1 pro rata non-renounceable rightsissue (Rights Issue or Offer) of approximately 7,035,234,408 fully paidordinary shares (New Share) to raise approximately $35,176,172. The price ofNew Shares under the Offer is $0.005 each (Issue Price). The Company lodged aprospectus for the Offer (Prospectus) with ASIC and ASX on 28 August 2014.The Offer is fully underwritten by Patersons Securities Limited (Underwriter).The Company has agreed to pay the Underwriter a lead manager fee of 1% of thetotal amount raised under the Offer plus a corporate advisory fee of $300,000plus an underwriting fee of 5% of the value of the underwritten securities.The Offer is sub-underwritten by ISSAR Global (ISSAR) and Komodo Capital PtyLtd (Komodo). Refer to the Prospectus for details of the underwriting andsub-underwriting of the Offer and the effect they may have on control of theCompany.The use of the funds raised under the Offer is set out in the table below.Proceeds of the Offer Full % Subscription ($)Repayment of existing Company debt to 18,560,738 52.77%convertible noteholders, lenders and royaltyholders pursuant to a Standstill andForbearance DeedPayment of bridging loan to financiers of the 7,500,000 21.32%CompanyPayments to other existing creditors of the 724,376 2.06%CompanyRepayment of debt to EDF Trading pursuant to 2,500,000 7.11%Finance AgreementExpenses of the Offer 3,517,617 10.00%Working capital 2,373,441 6.75%Total 35,176,172 100.00%The Offer is being made to all shareholders of the Company (Shareholders)named on its register of members at 5:00 pm (WST) on 4 September 2014, whoseregistered address is in Australia, New Zealand or the United Kingdom.New Shares will rank equally with all fully paid ordinary shares in thecapital of the Company (Shares) already on issue.Following completion of the Offer, the Company will have issued approximately7,035,234,408 New Shares resulting in total Shares on issue of approximately7,816,927,120.A copy of the Prospectus is available on ASX's and the Company's website.Eligible Shareholders will be mailed a Prospectus together with an Entitlementand Acceptance Form no later than 9 September 2014. Your entitlement will beset out on the personalised Entitlement and Acceptance Form accompanying theProspectus.For the purposes of calculating each Eligible Shareholders' entitlement,fractions of entitlements have been rounded up to the nearest whole number ofNew Shares.Actions required of Eligible ShareholdersThere are a number of actions Eligible Shareholders may take:- You may wish to accept all of your rights to subscribe for New Sharespursuant to the Prospectus (Entitlement). To take up all of your Entitlementyou will need to ensure your application money for all your Entitlement isreceived by the Company by no later than 5.00pm (WST) on 25 September 2014, bycompleting and returning your Entitlement and Acceptance Form together withyour cheque, drawn on an Australian bank or bank draft made payable inAustralian currency, for the amount indicated on the Entitlement andAcceptance Form.- You may wish to accept part of your Entitlement. To take up part of yourEntitlement you will need to ensure your application money for the Entitlementyou wish to take up is received by the Company by no later than 5.00pm (WST)on 25 September 2014, by completing and returning your Entitlement andAcceptance Form by filling in the number of New Shares you wish to accept inthe space provided on the Entitlement and Acceptance Form together with yourcheque, drawn on an Australian bank or bank draft made payable in Australiancurrency, for the appropriate application monies (at $0.005 per New Share).- You may wish to accept your full Entitlement and apply for additionalShortfall Shares under the Shortfall Offer. To do this, complete theEntitlement and Acceptance Form including filling in the number of ShortfallShares you wish to apply for in the shortfall section on the Entitlement andAcceptance Form and attach your cheque, drawn on an Australian bank madepayable in Australian currency, for the appropriate Application monies (at$0.005 per Share).- You may do nothing. If you choose to do nothing with your Entitlement, whileyou will continue to hold the same number of Shares, your interest in theCompany will be diluted and you will receive no value for your Entitlement.Key dates for the OfferEvent Proposed DateProspectus and Appendix 3B lodged with ASX 28 August 2014Notice sent to Optionholders in respect of the Offer 28 August 2014Notice sent to Shareholders in respect of the Offer 29 August 2014Existing shares quoted on an `ex' basis 2 September 2014Record date 4 September 2014Despatch of Prospectus to Eligible Shareholders 9 September 2014Offer Period OpensShareholder meeting to approve the Offer 24 September 2014Closing Date of the Offer (5.00pm WST)* 25 September 2014Securities quoted on a deferred settlement basis 26 September 2014ASX notified of under subscriptions under the Offer 30 September 2014Issue Date under the Offer 1 October 2014If you have any queries concerning the Rights Issue, or the action you arerequired to take to subscribe for New Shares, please contact your financialadviser or Jane Flegg, CCC's Company Secretary, on +61 8 9488 5220.Yours sincerelyPaul D'SylvaExecutive Chairman28 August 2014Dear Ineligible ShareholderCONTINENTAL COAL LIMITED - PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUEAs announced on 6 August 2014, Continental Coal Limited (ACN (009 125 651))(CCC or the Company) is undertaking a 9:1 pro rata non-renounceable rightsissue (Rights Issue or Offer) of approximately 7,035,234,408 fully paidordinary shares (New Share) to raise approximately $35,176,172. The price ofNew Shares under the Offer is $0.005 each (Issue Price). The Company lodged aprospectus for the Offer (Prospectus) with ASIC and ASX on 28 August 2014.The Offer is fully underwritten by Patersons Securities Limited (Underwriter).The Company has agreed to pay the Underwriter a lead manager fee of 1% of thetotal amount raised under the Offer plus a corporate advisory fee of $300,000plus an underwriting fee of 5% of the value of the underwritten securities.The Offer is sub-underwritten by ISSAR Global (ISSAR) and Komodo Capital PtyLtd (Komodo). Refer to the Prospectus for details of the underwriting andsub-underwriting of the Offer and the effect they may have on control of theCompany.The use of the funds raised under the Offer is set out in the table below.Proceeds of the Offer Full % Subscription ($)Repayment of existing Company debt to convertible 18,560,738 52.77%noteholders, lenders and royalty holders pursuantto a Standstill and Forbearance DeedPayment of bridging loan to financiers of the 7,500,000 21.32%CompanyPayments to other existing creditors of the 724,376 2.06%CompanyRepayment of debt to EDF Trading pursuant to 2,500,000 7.11%Finance AgreementExpenses of the Offer 3,517,617 10.00%Working capital 2,373,441 6.75%Total 35,176,172 100.00%The Offer is being made to all shareholders of the Company (Shareholders)named on its register of members at 5:00 pm (WST) on 4 September 2014, whoseregistered address is in Australia, New Zealand or the United Kingdom.Following completion of the Offer, the Company will have issued approximately7,035,234,408 New Shares resulting in total Shares on issue of approximately7,816,927,120.A copy of the Prospectus is available on ASX's and the Company's website.Eligible Shareholders will be mailed a Prospectus together with an Entitlementand Acceptance Form no later than 9 September 2014.Ineligible shareholdersA Shareholder who has a registered address outside Australia, New Zealand orthe United Kingdom (Ineligible Shareholder) will not be eligible toparticipate in the Offer.You are not eligible to participate in the Offer and you will not be sent acopy of the Prospectus. This decision has been made pursuant to Listing Rule7.7.1(a) of the ASX Listing Rules after taking into consideration the costs ofcomplying with legal and regulatory requirements in jurisdictions outside ofAustralia, New Zealand and the United Kingdom compared with the small numberof Ineligible Shareholders and the number and value of New Shares to whichthey would otherwise be entitled.If you have any queries concerning the Rights Issue, or the action you arerequired to take to subscribe for New Shares, please contact your financialadviser or Jane Flegg, CCC's Company Secretary, on +61 8 9488 5220.Yours sincerelyPaul D'SylvaExecutive Chairman28 August 2014Dear OptionholderCONTINENTAL COAL LIMITED - PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUEAs announced on 6 August 2014, Continental Coal Limited (ACN (009 125 651))(CCC or the Company) is undertaking a 9:1 pro rata non-renounceable rightsissue (Rights Issue or Offer) of approximately 7,035,234,408 fully paidordinary shares (New Share) to raise approximately $35,176,172. The price ofNew Shares under the Offer is $0.005 each (Issue Price). The Company lodged aprospectus for the Offer (Prospectus) with ASIC and ASX on 28 August 2014.The Offer is fully underwritten by Patersons Securities Limited (Underwriter).The Company has agreed to pay the Underwriter a lead manager fee of 1% of thetotal amount raised under the Offer plus a corporate advisory fee of $300,000plus an underwriting fee of 5% of the value of the underwritten securities.The Offer is sub-underwritten by ISSAR Global (ISSAR) and Komodo Capital PtyLtd (Komodo). Refer to the Prospectus for details of the underwriting andsub-underwriting of the Offer and the effect they may have on control of theCompany.The use of the funds raised under the Offer is set out in the table below.Proceeds of the Offer Full % Subscription ($)Repayment of existing Company debt to 18,560,738 52.77%convertible noteholders, lenders and royaltyholders pursuant to a Standstill andForbearance DeedPayment of bridging loan to financiers of the 7,500,000 21.32%CompanyPayments to other existing creditors of the 724,376 2.06%CompanyRepayment of debt to EDF Trading pursuant to 2,500,000 7.11%Finance AgreementExpenses of the Offer 3,517,617 10.00%Working capital 2,373,441 6.75%Total 35,176,172 100.00%The Offer is being made to all shareholders of the Company (Shareholders)named on its register of members at 5:00 pm (WST) on 4 September 2014, whoseregistered address is in Australia, New Zealand or the United Kingdom.New Shares will rank equally with all fully paid ordinary shares in thecapital of the Company (Shares) already on issue.Following completion of the Offer, the Company will have issued approximately7,035,234,408 New Shares resulting in total Shares on issue of approximately7,816,927,120.OptionholdersThe terms and conditions of the options you currently hold do not entitle youto participate in the Rights Issue unless you exercise your options in timefor new shares to be issued and to be entered on the Company's register ofmembers on or before 5:00pm (WST) on 4 September 2014 (Record Date).To exercise your options and thereby participate in the Rights Issue, you willneed to deliver the following to the Company at Ground floor, 1 HavelockStreet, West Perth, WA 6005:(a) A notice of exercise of options;(b) An option certificate (where the options are certificated) or a copy of aholding statement (where the options are uncertificated) in respect of thoseoptions to be exercised; and(c) Payment for the exercise price in respect of those options to be exercisedby way of a cheque made payable to "Continental Coal Limited".To ensure that your new shares are allotted prior to the Record Date, theabove must be received by the Company no later than 2 September 2014. Ifreceived after this date, issue of new shares prior to the Record Date cannotbe assured.Before deciding whether to exercise any or all of your options, you shouldread the Prospectus in its entirety.If you have any queries concerning the Rights Issue, or the action you arerequired to take to subscribe for New Shares, please contact your financialadviser or Jane Flegg, CCC's Company Secretary, on +61 8 9488 5220.Yours sincerelyPaul D'SylvaExecutive ChairmanFor further information please contact:Investors / Shareholders MediaPeter Landau David TaskerContinental Coal Limited Professional Public RelationsT: +618 9488 5220 T: +618 9388 0944E: peter@conticoal.com E: david.tasker@ppr.com.auNominated Advisor Brokers (UK)Oliver Morse/Trinity McIntyre Jonathan WilliamsRFC Ambrian Limited RFC Ambrian LtdT: +61 8 9480 2500 T: +44 203 440 6817About Continental Coal LimitedContinental Coal Limited (ASX:CCC/AIM: COOL) is a South Africanthermal coal producer with a portfolio of projects located in South Africa'smajor coal fields including two operating mines, the Vlakvarkfontein andPenumbra Coal Mines, producing approx. 2Mtpa of thermal coal for the exportand domestic markets. A Feasibility Study was also completed on a proposedthird mine, the De Wittekrans Coal Project with a mining right granted inSeptember 2013.Forward Looking StatementCertain statements made during or in connection with thiscommunication, including, without limitation, those concerning the economicoutlook for the coal mining industry, expectations regarding coal prices,production, cash costs and other operating results, growth prospects and theoutlook of Continental's operations including the likely commencement ofcommercial operations at De Wittekrans, its liquidity and the capitalresources and expenditure, contain or comprise certain forward-lookingstatements regarding the Company's development and exploration operations,economic performance and financial condition.Although the Company believes that the expectations reflected insuch forward-looking statements are reasonable, no assurance can be given thatsuch expectations will prove to have been correct. Accordingly, results coulddiffer materially from those set out in the forward-looking statements as aresult of, among other factors, changes in economic and market conditions,success of business and operating initiatives, changes in the regulatoryenvironment and other government actions, fluctuations in coal prices andexchange rates and business and operational risk management. For a discussionof such factors, refer to the Company's most recent annual report and halfyear report. The Company undertakes no obligation to update publicly orrelease any revisions to these forward-looking statements to reflect events orcircumstances after today's date or to reflect the occurrence of unanticipatedevents.