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CORONADO GLOBAL RESOURCES INC. — Capital/Financing Update 2021
May 10, 2021
64707_rns_2021-05-10_d70c05df-b049-4ada-8929-8346a7ebb986.pdf
Capital/Financing Update
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
ASX Announcement
11 May 2021
Retail Entitlement Offer Booklet
Coronado Global Resources Inc. (“ Coronado ” or the “ Company ”) confirms that the retail entitlement offer booklet (“ Retail Offer Booklet ”) accompanied by a personalised entitlement and acceptance form in connection with an underwritten 1 for 4.73 pro-rata accelerated non-renounceable entitlement offer (“ Entitlement Offer ”), as announced to ASX on 4 May 2021, will be despatched to Eligible Retail Securityholders today.
A letter to Ineligible Retail Securityholders notifying them of the Entitlement Offer and their ineligibility to participate will also be despatched today.
Copies of the Retail Offer Booklet, and of the letter to Ineligible Retail Securityholders, are attached to this announcement.
A copy of the Retail Offer Booklet (and the personalised entitlement and acceptance form) is also accessible to Eligible Retail Securityholders at https://crnoffer.thereachagency.com and also from the Company’s website at https://coronadoglobal.com.au/investor-information/ (where Eligible Retail Securityholders will need to provide their SRN or HIN to obtain a copy of the relevant documents).
Retail Entitlement Offer
The retail component of the Entitlement Offer (“ Retail Entitlement Offer ”) opens today, 11 May 2021, and is expected to close at 5.00pm (AEST) on 25 May 2021.
Application Monies must be received prior to this time, in accordance with the Retail Offer Booklet and the personalised entitlement and acceptance form.
Securityholders enquiries
Eligible Retail Securityholders are encouraged to carefully read the Retail Offer Booklet for further details relating to the Retail Entitlement Offer.
Securityholders with questions in relation to the Retail Entitlement Offer may contact the Coronado Offer Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.
– Ends –
Approved for release by the Disclosure Committee of Coronado Global Resources Inc.
For further information please contact:
| Investors Matt Sullivan P: +61 412 157 276 E: [email protected] |
Media Brett Clegg Citadel Magnus P:+61 487 436 985 |
|---|---|
1
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any CDIs (or underlying shares of common stock) in the United States or to any person who is, or is acting for the account or benefit of, a “U.S. person” (as defined in Rule 902(k) under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”)) (“U.S. Person”), or in any other jurisdiction in which such an offer would be illegal. The New CDIs being offered and sold in the Offer (including underlying shares of common stock) have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New CDIs in the Entitlement Offer (or underlying shares of common stock) may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Persons, unless the New CDIs are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state or any other jurisdiction in the United States.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements concerning the Company business, operations, financial performance and condition, the coal, steel and other industries, as well as the Company’s plans, objectives and expectations for its business, operations, financial performance and condition. Forwardlooking statements may be identified by words such as "may," "could," "believes," "estimates," "expects," "intends," "considers", “forecasts”, “targets” and other similar words. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, or descriptions of assumptions underlying any of the above. All forwardlooking statements speak only as of the date they are made and reflect the company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forwardlooking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the company's control, that are described in the Company’s investor presentation filed with the ASX on or around the date of this announcement, as well as additional factors the Company may describe from time to time in other filings with the ASX and SEC. You may get such filings for free at the Company’s website at www.coronadoglobal.com.au. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
2
Coronado Global Resources Inc. ARBN 628 199 468
Retail Entitlement Offer.
1 for 4.73 accelerated non-renounceable pro rata entitlement offer of Coronado Global Resources Inc. CDIs at an offer price of A$0.45 per New CDI
Retail Entitlement Offer closes at 5.00pm (AEST) on Tuesday, 25 May 2021.
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This is an important document which is accompanied by a personalised Entitlement and Acceptance Form for you to subscribe for CHESS Depository Interests over new shares of common stock in Coronado Global Resources Inc. You should read this document carefully in its entirety. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission or filed with the U.S. Securities Exchange Commission. You should call your professional adviser or the Coronado Offer Information Line if you have any queries.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
IMPORTANT NOTICES
This Information Booklet is dated Tuesday, 11 May 2021.
Defined terms used in these important notices have the meaning given in this Information Booklet.
The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) and ASIC Class Order [CO 14/827] which allows entitlement issues to be offered without a prospectus. As a result, this offer is not being made under a prospectus and it is important for Eligible Retail Securityholders to read and understand the information on Coronado Global Resources Inc. ARBN 628 199 468 ( Coronado ) and the Retail Entitlement Offer made publicly available, before taking up all or part of their Entitlement. This information is important and requires your immediate attention.
You should read this Information Booklet carefully in its entirety before deciding whether to participate in the Retail Entitlement Offer. By returning an Entitlement and Acceptance Form or otherwise paying for your New CDIs through BPAY[®1 ] in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer in this Information Booklet.
Future performance and forward-looking statements
This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of Coronado and certain plans and objectives of Coronado. Forward-looking statements can generally be identified by the use of forward looking words such as 'expect', 'anticipate', 'likely', 'intend', 'propose', 'should', 'could', 'may', ‘will’, 'predict', 'plan', 'believe', 'forecast', 'estimate', 'target', ‘continue’, ‘objectives’, ‘outlook’, ‘guidance’ and other similar expressions.
The forward-looking statements, opinions and estimates contained in this Information Booklet are based on assumptions and contingencies which are subject to change without notice, as are any statements about market and industry trends, which are based on interpretations of current market conditions. They involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Coronado and its officers, employees, agents and associates, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.
Any forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Readers are cautioned not to place undue reliance on forward-looking statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements. Investors should consider the forward-looking statements contained in this Information Booklet in light of those disclosures.
The forward-looking statements are based on information available to Coronado as at the date of this Information Booklet. Except as required by law or regulation (including the Listing Rules), Coronado is under no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.
Neither the joint lead managers, underwriters and bookrunners to the Entitlement Offer ( Underwriters ), nor any of their respective affiliates, related bodies corporate (as that term is defined in the Corporations Act) or shareholders, nor their respective directors, employees, officers, representatives, agents, affiliates, partners, consultants and advisers (together the Underwriter Parties ), have authorised, approved or verified any forward-looking statements or any other statements.
Underwriter and Adviser Parties disclaimer
None of the Underwriter Parties, nor any of Coronado’s affiliates or related bodies corporate, nor their respective directors, employees, officers, representatives, agents, partners, consultants and advisers (together the Underwriter and Adviser Parties ), have authorised, permitted or caused the issue, submission, lodgement, dispatch, provision or operation of this Information Booklet, or authorised, approved or verified any forward-looking statements or any other statements. To the maximum extent permitted by law, the Underwriters and each of the Underwriter and Adviser Parties expressly disclaim all liabilities (including, without limitation, any liability arising from fault or negligence on the part of any person) and any direct, indirect, consequential or contingent loss or damage whatsoever arising from, make no representations regarding, and take no responsibility for, any part of this Information Booklet and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Information Booklet.
The Underwriter and Adviser Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by returning an Application or otherwise paying for your New CDIs through BPAY® in accordance with the instructions on the Application, you represent, warrant and agree that you have not relied on any statements made by the Underwriter and Adviser Parties in relation to the New CDIs or the Entitlement Offer generally.
The Underwriters have been appointed to act as underwriters, lead managers and bookrunners by Coronado in connection with the Entitlement Offer and will receive fees for acting in that capacity. The Underwriter Parties may have other interests in the New CDIs, including providing other corporate advisory, lending or other financial advisory services to Coronado or other entities. Further, they may act as a market maker, have long or short positions in, or buy or sell the New CDIs or any other securities or derivatives of Coronado or others as principal or agent or serve as a director of any companies mentioned in this Information Booklet. The Underwriter Parties may receive fees in each of these capacities.
Without limiting the foregoing, the Underwriter Parties will be, or have been, engaged by Coronado, certain of its affiliates and/or other parties in connection with the Senior Secured Notes Offering and/or the Asset-Based Loan referred to in this Information Booklet, and will be entitled to receive fees, commissions and expenses in that capacity. Coronado has consented to the Underwriter Parties undertaking such activities. The Underwriter Parties may become substantial creditors of Coronado. The interests of Coronado, the Underwriter Parties, and any other parties, in the Senior Secured Notes Offering, the Asset-Based Loan and/or the associated documentation and any related transactions may differ from those of Coronado or its securityholders or other parties in respect of the Entitlement Offer.
1 Registered to BPAY Pty Ltd ABN 69 079 137 518.
1 | Coronado Global Resources Inc.
The Retail Entitlement Offer is being undertaken by Coronado and the Underwriters have no role, involvement or responsibility for the Retail Entitlement Offer except as underwriters.
You acknowledge and agree that:
-
determination of eligibility of investors for the purposes of the institutional and retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Coronado and the Underwriters;
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each of Coronado and the Underwriter and Adviser Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law; and
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the information in this Information Booklet remains subject to change without notice.
Past performance
Investors should note that past performance, including past CDI price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future Coronado performance including future CDI price performance.
Jurisdictions
This Information Booklet is intended for use only in connection with the Retail Entitlement Offer to Eligible Retail Securityholders with a registered address in Australia or New Zealand. This Information Booklet does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.
Not for distribution or release in the United States or to US Persons
This Information Booklet, or any accompanying ASX announcements or the Entitlement and Acceptance Form, does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States (as defined in Rule 902(l) under the US Securities Act of 1933, as amended ( US Securities Act )) ( United States ) or to any person who is, or is acting for the account or benefit of, US persons (as defined in Rule 902(k) under the US Securities Act) ( US Persons ). Neither this Information Booklet nor the Entitlement and Acceptance Form may be released or distributed to, or relied upon by, any person in the United States or a US Person. Neither the entitlements to purchase CDIs over new shares of common stock in Coronado ( New CDIs ) pursuant to the offer described in this Information Booklet ( Entitlements ), the New CDIs, nor the underlying shares of common stock, have been, nor will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Neither the Entitlements, the New CDIs nor underlying shares of common stock may be offered, sold or resold, directly or indirectly, in the United States or to, or for the account or benefit of, any US Persons, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any state or any other jurisdiction in the United States. In the Retail Entitlement Offer, the Entitlements and the New CDIs (including the underlying shares of common stock) will only be offered and sold in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the US Securities Act.
Risks
Refer to the 'Risk Factors' section of the Investor Presentation included in Section 3 of this Information Booklet for a summary of certain general and Coronado specific risk factors that may affect Coronado. You should consider these risks carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.
Taxation
There will be a tax implication associated with participating in the Retail Entitlement Offer and receiving New CDIs. Section 4 provides a general guide to the Australian income tax, goods and services tax and stamp duty and the United States federal income tax implications of the Retail Entitlement Offer for Eligible Retail Securityholders. The guide does not take account of the individual circumstances of particular Eligible Retail Securityholders and does not constitute tax advice. Coronado recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.
References to 'you', 'your Entitlement' and 'your Retail
Entitlement'
In this Information Booklet, references to 'you' are references to Eligible Retail Securityholders and references to 'your Entitlement' or 'your Retail Entitlement' (or 'your Entitlement and Acceptance Form') are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Retail Securityholders, unless the context provides otherwise.
Times and dates
Times and dates in this Information Booklet are indicative only and subject to change. All times and dates refer to AEST. Refer to the 'Key dates for Retail Entitlement Offer' section of this Information Booklet for more details.
Currency
Unless otherwise stated, all dollar values in this Information Booklet are in Australian dollars (A$) or U.S. dollars (US$).
Retail Entitlement Offer | 2
CONTENTS
| Letter from the Chairman | 4 |
|---|---|
| Summary of the Entitlement Offer | 7 |
| Key dates for Retail Entitlement Offer | 8 |
| 1 Summary of options available to you | 9 |
| 2 How to apply | 10 |
| 3 ASX Announcements and Investor Presentation | 22 |
| 4 Tax considerations | 74 |
| 5 Important information | 79 |
| 6 Glossary | 88 |
| Corporate directory | 91 |
3 | Coronado Global Resources Inc.
LETTER FROM THE CHAIRMAN
Tuesday, 11 May 2021
Dear Securityholders
On behalf of Coronado, I am pleased to invite you to participate in a 1 for 4.73 underwritten[2] accelerated non-renounceable pro rata entitlement offer of New CDIs at an offer price of A$0.45 per New CDI ( Offer Price ) to raise gross proceeds of approximately A$132 million / US$100 million ( Entitlement Offer ).
On Tuesday, 4 May 2021, Coronado announced its intention to raise approximately A$132 million / US$100 million through the Entitlement Offer. The Entitlement Offer forms part of the Coronado's comprehensive refinancing package. Along with the Entitlement Offer, the refinancing package comprises:
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a US$350 million offering of senior secured 2026 notes ( Senior Secured Notes Offering ); and
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a proposed senior secured asset-based revolving credit agreement providing for a multi-currency asset-based-loan ( ABL ) credit facility (the ABL Facility ) in an initial aggregate principal amount of US$100 million.
The proposed US$550 million refinancing package, when completed, is expected to create a capital structure that is flexible through market cycles with the following specific benefits to Coronado shareholders:
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increased financial flexibility;
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extended maturity profile;
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diversified funding sources; and
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maintenance of liquidity for the business and a reduced net debt level.
The Senior Secured Notes Offering was successfully priced on Wednesday, 5 May 2021 and the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) was successfully completed before trading in our CDIs recommenced on Thursday, 6 May 2021. See Section 3 of this Information Booklet for copies of the relevant ASX announcements.
This Information Booklet relates to the retail component of the Entitlement Offer ( Retail Entitlement Offer ).
The proceeds of the Entitlement Offer will be used to repay drawn balances from the Syndicated Facilities Agreement and support liquidity on the balance sheet (as well as cash collateralising guarantees and paying costs).
The Entitlement Offer is lead managed and underwritten[3] by the underwriters ( Underwriters ) subject to the terms of the Underwriting Agreement (see Section 5.16 for further details).
2 The Underwriting Agreement does not extend to underwriting of the subscription by EMG for at least 66,822,279 CDIs to maintain a controlling interest in Coronado, which is the subject of a separate commitment by EMG to the Company. The Underwriting Agreement provides that an Underwriter will not be issued any CDIs that would either cause it to breach the Foreign Acquisitions and Takeovers Act 1975 (Cth) or published Foreign Investment Review Board policy. The issue size is approximately 292.6 million CDIs or 21% of the existing CDIs on issue. If an Underwriter was required to take up CDIs on issue which would otherwise cause it, or an affiliate of it, to breach or notify under these provisions then, for the purposes of ASIC Report 612 (March 2019), (i) it will still fund the entire amount of its respective proportion of the underwritten proceeds in accordance with and subject to the terms of the Underwriting Agreement by the completion date, (ii) the number of excess shortfall CDIs would be up to the number of CDIs offered under the Entitlement Offer less the number of CDIs that have been sub-underwritten and the number of CDIs that the relevant Underwriter is able to take up without causing it to breach or notify under these provisions when aggregated with any additional interests the Underwriter and its affiliates hold at the relevant settlement dates other than through its underwriting commitment; and (iii) it would enter into an arrangement for any excess shortfall CDIs to be issued to it, or to third party investors, after close of the Offer at the same price as the Offer Price. No material impact on control is expected to arise as a consequence of these arrangements or from any shareholder taking up their entitlement under the Offer where there is an excess shortfall.
3 See footnote 2 above.
Retail Entitlement Offer | 4
Retail Entitlement Offer
Under the Retail Entitlement Offer, Eligible Retail Securityholders have the opportunity to invest at the same price as the institutional investors who participated in the Institutional Entitlement Offer. The number of New CDIs for which you are entitled to subscribe under the Retail Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that accompanies this Information Booklet. The Offer Price of A$0.45 per New CDI, which represents a 21.0% discount to theoretical ex-rights price ( TERP )[4] and a 24.4% discount to the closing price of Coronado’s CDI price of A$0.595 per CDI on Wednesday, 28 April 2021 (being the last trading day prior to entry into a trading halt pending the announcement of the Entitlement Offer).
The Entitlement Offer is non-renounceable and therefore your Entitlement will not be tradeable on the ASX or otherwise transferable. I encourage you to consider this offer carefully.
Information Booklet
This Information Booklet contains important information, including:
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ASX announcements relating to the Entitlement Offer, including the Investor Presentation, which provides information on Coronado, the Entitlement Offer and key risks for you to consider;
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instructions on how to apply, detailing how to participate in the Retail Entitlement Offer if you choose to do so, and a timetable of key dates;
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information regarding the personalised Entitlement and Acceptance Form that accompanies this Information Booklet, which details your Entitlement and instructions on how to complete it; and
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instructions on how to take up all or part of your Entitlement via BPAY[®] or by cheque, bank draft or money order.
If you decide to take this opportunity to increase your investment in Coronado, you must:
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pay your Application Money via BPAY[®] ; or
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return your completed personalised Entitlement and Acceptance Form, together with a cheque, bank draft or money order for your Application Money, to the Share Registry,
before 5.00pm (AEST) on Tuesday, 25 May 2021.
Instructions on how to apply are set out in this Information Booklet and your Entitlement and Acceptance Form. For further information regarding the Retail Entitlement Offer, call the Coronado Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.
The Retail Entitlement Offer closes at 5.00pm (AEST) on Tuesday, 25 May 2021.
If you do not wish to take up any of your Entitlement, you do not have to take any action.
If you are uncertain about taking up your Entitlement you should consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.
4 TERP is the theoretical price at which CDIs should trade after the ex-date for the Entitlement Offer based only on the last traded price and issuance of CDIs at the Offer Price. TERP is a theoretical calculation only and the actual price at which CDIs trade immediately following the ex-date for the Entitlement Offer may be different from TERP.
5 | Coronado Global Resources Inc.
On behalf of the board of Coronado, I have pleasure in inviting you to consider this investment opportunity and thank you for your ongoing support of Coronado.
Yours faithfully,
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Bill Koeck Chairman
Coronado Global Resources Inc.
Retail Entitlement Offer | 6
SUMMARY OF THE ENTITLEMENT OFFER
Entitlement Offer
Offer ratio 1 New CDI for every 4.73 Existing CDIs Offer Price A$0.45 per New CDI Size Approximately 292.6 million New CDIs Gross proceeds Approximately A$132 million / US$100 million,
1 New CDI for every 4.73 Existing CDIs
Approximately A$132 million / US$100 million, being approximately:
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A$114 million / US$87 million under the Institutional Entitlement Offer; and
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A$18 million / US$13 million under the Retail Entitlement Offer.
7 | Coronado Global Resources Inc.
KEY DATES FOR RETAIL ENTITLEMENT OFFER
| Event | Date |
|---|---|
| Announcement of Entitlement Offer | Tuesday, 4 May 2021 |
| Announcement of results of Institutional | Thursday, 6 May 2021 |
| Entitlement Offer | |
| Record Date for Entitlement Offer | 7.00pm AEST, Thursday, 6 May 2021 |
| Despatch of Information Booklet and | Tuesday, 11 May 2021 |
| Entitlement and Acceptance Form to Eligible | |
| Retail Securityholders | |
| Retail Entitlement Offer opens | Tuesday, 11 May 2021 |
| Settlement of Institutional Entitlement Offer | Thursday, 13 May 2021 |
| Allotment and commencement of trading of | Friday, 14 May 2021 |
| New CDIs under the Institutional Entitlement | |
| Offer | |
| Retail Entitlement Offer closes | 5:00pm AEST, Tuesday, 25 May 2021 |
| Announcement of results of Retail | Friday, 28 May 2021 |
| Entitlement Offer | |
| Settlement of Retail Entitlement Offer | Monday, 31 May 2021 |
| Allotment of New CDIs under the Retail | Tuesday, 1 June2021 |
| Entitlement Offer | |
| Commencement of trading of New CDIs | Wednesday, 2 June 2021 |
| under the Retail Entitlement Offer | |
| Despatch of holding statements under the | Thursday, 3 June 2021 |
| Retail Entitlement Offer |
The timetable above is indicative only and may be subject to change without notice. Coronado, with the prior written consent of the Underwriters, reserves the right, subject to the Corporations Act, Listing Rules and other applicable laws, to amend or vary any or all of the dates and times without notice. In particular, Coronado reserves the right to extend the closing date of the Retail Entitlement Offer, accept late Applications (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date of the Retail Entitlement Offer will have a consequential effect on the allotment date of New CDIs under the Retail Entitlement Offer.
The quotation of New CDIs is subject to confirmation from ASX.
Cooling off rights do not apply to the Retail Entitlement Offer. You cannot withdraw your Application once it has been accepted.
Eligible Retail Securityholders are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.
Enquiries
For further information regarding the Retail Entitlement Offer, please call the Coronado Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period. If you have any questions, please consult your stockbroker, accountant or other independent professional adviser.
Retail Entitlement Offer | 8
1 Summary of options available to you
If you are an Eligible Retail Securityholders, you may take any one of the following actions:
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take up all of your Entitlement;
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take up part of your Entitlement and allow the balance to lapse; or
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do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements.
If you are a retail securityholder that is not an Eligible Retail Securityholder, you are an Ineligible Retail Securityholder . Ineligible Retail Securityholders are not entitled to participate in the Entitlement Offer.
| Options available to you | Options available to you | Options available to you | Options available to you | Options available to you | Key | considerations | ||
|---|---|---|---|---|---|---|---|---|
| 1. | Take up all of your Entitlement | • | You may elect to purchase New CDIs at the Offer Price | |||||
| (see Section 2 “How to apply” for instructions on how | ||||||||
| to take up your Entitlement). | ||||||||
| • | The New CDIs will rank equally in all respects with | |||||||
| Existing CDIs (including rights to any dividends). | ||||||||
| • | The Retail Entitlement Offer closes at 5.00pm (AEST) | |||||||
| on Tuesday, 25 May 2021. | ||||||||
| 2. | Take up part of | your Entitlement | • | If you only take up part of your Entitlement, the part not | ||||
| taken up will lapse. | ||||||||
| • | If you do not take up your Entitlement in full, you will | |||||||
| not receive any payment or value for those | ||||||||
| Entitlements not taken up. | ||||||||
| • | If you do not take up your Entitlement in full, you will | |||||||
| have your percentage holding in Coronado reduced as | ||||||||
| a result of the Entitlement Offer. | ||||||||
| 3. | Do | nothing, | in | which | case |
your |
• | If you do not take up your Entitlement, you will not be |
| Entitlement will | lapse and you will receive | allocated New CDIs and your Entitlements will lapse. | ||||||
| no payment or value for | those | lapsed | Your Entitlement to participate in the |
|||||
| Entitlements | Retail Entitlement Offer is non-renounceable, which | |||||||
| means your Entitlements are non-transferable and | ||||||||
| cannot be sold or traded on ASX or any other | ||||||||
| exchange, nor can they be privately transferred. | ||||||||
| • | If you do not take up your Entitlement, you will have | |||||||
| your percentage holding in Coronado reduced as a | ||||||||
| result of the Entitlement Offer. |
9 | Coronado Global Resources Inc.
2 How to apply
2.1 Before making a decision
This Information Booklet (including the Investor Presentation and other ASX Announcements set out in Section 3 and the important information set out in Section 5) should be read carefully and in its entirety before making any decision about your Entitlement. You should be aware that an investment in Coronado involves risks. The key risks identified by Coronado are set out in the ‘Risk factors’ section of the Investor Presentation included in this Information Booklet.
2.2 Overview of Entitlement Offer
Coronado intends to raise approximately A$132 million / US$100 million through the Entitlement Offer. The proceeds of the Entitlement Offer will be used to repay drawn balances from the Syndicated Facilities Agreement and support liquidity on the balance sheet (as well as cash collateralising guarantees and paying costs).
2.3 Overview of Entitlement Offer
Eligible securityholders are being offered the opportunity to purchase 1 New CDI for every 4.73 existing CDIs held as at 7.00pm (AEST) on Thursday, 6 May 2021 ( Record Date ), at the Offer Price of A$0.45 per New CDI.
The Entitlement Offer has two components:
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(a) Institutional Entitlement Offer of approximately A$114 million / US$87 million — Eligible Institutional Securityholders were given the opportunity to take up all or part of their Entitlements under the Institutional Entitlement Offer.
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(b) Retail Entitlement Offer of approximately A$18 million / US$13 million — Eligible Retail Securityholders are being given the opportunity to take up all or part of their Entitlements under the Retail Entitlement Offer.
New CDIs equivalent to the number not taken up by Eligible Institutional Securityholders under the Institutional Entitlement Offer, as well as Entitlements of certain Ineligible Institutional Securityholders, were offered to Eligible Institutional Securityholders who applied for New CDIs in excess of their Entitlements, as well as to certain other institutional investors.
Both the Institutional Entitlement Offer and the Retail Entitlement Offer are non-renounceable and Entitlements are calculated under both offers based on the same ratio. The New CDIs issued under the Institutional Entitlement Offer and Retail Entitlement Offer are all issued at the same Offer Price.
2.4 Institutional Entitlement Offer
The Institutional Entitlement Offer was successfully completed on Wednesday, 5 May 2021. A copy of Coronado’s announcement to the ASX in relation to the completion of the Institutional Entitlement Offer is set out in Section 3.
Coronado raised approximately A$114 million / US$87 million under the Institutional Entitlement Offer, each at A$0.45 per New CDI. New CDIs are expected to be allotted under the Institutional Entitlement Offer on Friday, 14 May 2021.
2.5 Retail Entitlement Offer
Under the Retail Entitlement Offer, Eligible Retail Securityholders are invited to apply for 1 New CDI for every 4.73 Existing CDIs held as at the Record Date at the Offer Price of A$0.45 per New CDI. New CDIs issued under the Retail Entitlement Offer will be fully paid and rank equally in all respects with Existing CDIs.
The offer ratio and Offer Price under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer. The Retail Entitlement Offer is non-renounceable. This means Entitlements do not trade on the ASX and cannot be dealt with, sold or transferred.
The Retail Entitlement Offer opens at 9.00am (AEST) on Tuesday, 11 May 2021 and is expected to close at 5.00pm (AEST) on Tuesday, 25 May 2021.
Retail Entitlement Offer | 10
2.6 Your Entitlement
Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New CDI for every 4.73 Existing CDIs you held as at the Record Date. If the result is not a whole number, your Entitlement will be rounded up to the nearest whole number of New CDIs.
If you have more than one registered holding of CDIs, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.
2.7 Consider the Retail Entitlement Offer carefully in light of your particular investment objectives and circumstances
The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84)) and ASIC Class Order [CO 14/827] which allows rights issues to be made without a prospectus, provided certain conditions are satisfied. This Information Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New CDIs offered under the Retail Entitlement Offer. As a result, it is important for you to read carefully and understand the information on Coronado and the Retail Entitlement Offer made publicly available,[5] prior to making any decision in respect of your Entitlement.
You should consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Retail Entitlement Offer. You should also refer to the ‘Risk Factors’ section of the Investor Presentation included in Section 3 of this Information Booklet.
2.8 Options available to you
If you are an Eligible Retail Securityholder, you may:
-
take up all of your Entitlement in full;
-
take up part of your Entitlement and the rest of your Entitlement will lapse (see Section 2.10); or
-
do nothing and allow your Entitlement to lapse (see Section 2.11).
2.9 Taking up all of your Entitlement
If you wish to take up all of your Entitlement, you must:
-
(a) pay your Application Money via BPAY[®] by following the instructions set out on the personalised Entitlement and Acceptance Form; or
-
(b) if you are unable to pay via BPAY[®] (for example, because you are a New Zealand Securityholders who does not have an Australian bank account), complete and return the personalised Entitlement and Acceptance Form with the requisite Application Money,
in each case, by no later than 5.00pm (AEST) on Tuesday, 25 May 2021.
Coronado will pay any refund amounts in Australian dollars to you either by direct credit to your nominated bank account, or by cheque, bank draft or money order sent by ordinary post to your address as noted in the share register as at the Closing Date as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid on any Application Money received or refunded.
5 Including Coronado’s Annual Report on Form 10-K filed with the ASX and SEC on 26 February 2021 (Sydney time) as updated by its Quarterly Report for the quarter ending 31 March 2021 filed with the ASX, and with the SEC under Form 8K, on 20 April 2021 (Sydney time).
11 | Coronado Global Resources Inc.
2.10 If you wish to take up part of your Entitlement and let the balance lapse
If you wish to take up part of your Entitlement, you must:
-
(a) pay your Application Money for the relevant part via BPAY[®] by following the instructions set out on the personalised Entitlement and Acceptance Form; or
-
(b) if you are unable to pay via BPAY[®] (for example, because you are a New Zealand Securityholders who does not have an Australian bank account), complete and return the personalised Entitlement and Acceptance Form with the requisite Application Money,
in each case, by no later than 5.00pm (AEST) on Tuesday, 25 May 2021.
Any of your Entitlement which you do not take up will lapse. Your percentage securityholding in Coronado will be diluted accordingly.
If Coronado receives an amount that is less than the Offer Price multiplied by your Entitlement, Coronado may treat your payment as an Application for as many New CDIs as your Application Money will pay in full and the balance of your Entitlement will lapse.
2.11 If you wish to do nothing and allow your Entitlement to lapse
If you do not wish to take up all or any part of your Entitlement, you do not need to take any further action. Your Entitlement will lapse and your percentage securityholding in Coronado will be diluted accordingly.
2.12 Consequences when an Entitlement lapses
If you do not accept all or part of your Entitlement in accordance with the relevant instructions and all or part of your Entitlement lapses, the New CDIs to which you would otherwise have been entitled under the Retail Entitlement Offer may be acquired by the Underwriters or any sub-underwriters.
By allowing all or part of your Entitlement to lapse, you will forego any exposure to increases or decreases in the value of New CDIs you would have received had you taken up your Entitlement and you will not receive any value for your Entitlement. Your percentage securityholding in Coronado will be diluted accordingly.
2.13
Payment
You can pay in the following ways:
-
by BPAY [®] ; or
-
if you are unable to pay by BPAY [®] (for example, because you are a New Zealand Securityholder who does not have an Australian bank account) , by cheque, bank draft or money order.
Cash payments will not be accepted. Receipts for payment will not be issued.
Coronado will treat you as applying for as many New CDIs as your payment will pay for in full up to your Entitlement.
Any Application Money received for more than your final allocation of New CDIs will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to Applicants on any Application Money received or refunded.
(a) Payment by BPAY[®]
To pay by BPAY[®] , follow the instructions on the personalised Entitlement and Acceptance Form. You can only pay via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions.
If you are paying by BPAY[®] , you must use the specific Biller Code and your unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings
Retail Entitlement Offer | 12
only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your Application will not be recognised as valid.
If you pay by BPAY[®] :
-
you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in Section 2.14; and
-
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New CDIs which is covered in full by your Application Money.
It is your responsibility to ensure that your BPAY[®] payment is received by the Share Registry by no later than 5.00pm (AEST) on Tuesday, 25 May 2021. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.
(b) Payment by cheque, bank draft or money order
To pay by cheque, bank draft or money order, complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Money, payable to 'Coronado Global Resources Inc.' and crossed 'Not Negotiable'.
Your Application Money must be:
-
for an amount equal to A$0.60 (being the Offer Price) multiplied by the number of New CDIs that you are applying for; and
-
in Australian currency drawn on an Australian branch of a financial institution. Payment cannot be made in New Zealand dollars.
You should ensure that sufficient funds are held in the relevant account to cover the Application Money as your cheque, bank draft or money order will be processed on the day of receipt. If the amount of your cheque, bank draft or money order for Application Money (or the amount for which the cheque, bank draft or money order clears in time for allocation) is insufficient to pay in full for the number of New CDIs you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New CDIs as your cleared Application Money will pay for (and to have specified that number of New CDIs on your personalised Entitlement and Acceptance Form) and to have provided the representations in Section 2.14. However Coronado reserves the right, in its absolute discretion, to not accept your application in such situation.
If you make payment via cheque, bank draft or money order, your completed personalised Entitlement and Acceptance Form together with your Application Money must be received by the Share Registry no later than the close of the Retail Entitlement Offer, being 5.00pm (AEST) on Tuesday, 25 May 2021.
Please return your completed Entitlement and Acceptance Form and cheque, bank draft or money order to the Share Registry at the address below:
Mailing address:
Coronado Global Resources Inc. C/- Computershare Investor Services Pty Limited GPO Box 505 MELBOURNE VIC 3001
or
13 | Coronado Global Resources Inc.
Hand delivery:
Coronado Global Resources Inc. Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street ABBOTSFORD VIC 3067
(Please do not use this address for mailing purposes. Coronado has a preference for delivery by mail where possible.)
2.14 Representations by acceptance
A payment made through BPAY[®] or a completed and lodged Entitlement and Acceptance Form with the requisite Application Money constitutes a binding offer to acquire New CDIs on the terms and conditions set out in this Information Booklet and, once paid or lodged, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly, it may still be treated as a valid Application for New CDIs. Coronado’s decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.
By making a payment by BPAY[®] or completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Money, you will be deemed to have represented to Coronado that you are an Eligible Retail Securityholder and:
-
acknowledge that you have read and understand this Information Booklet and your personalised Entitlement and Acceptance Form in their entirety;
-
agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Information Booklet (including Section 5.6) and Coronado’s constitution;
-
authorise Coronado to register you as the holder(s) of New CDIs allotted to you;
-
declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
-
if you are a natural person, declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
-
acknowledge that once Coronado receives your payment of Application Money via BPAY[®] or your personalised Entitlement and Acceptance Form you may not withdraw your Application or funds provided except as allowed by law;
-
agree to apply for and be issued up to the number of New CDIs for which you have submitted payment of any Application Money via BPAY[®] or have specified in the personalised Entitlement and Acceptance Form at the Offer Price per New CDIs;
-
authorise Coronado, the Underwriters, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New CDIs to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
-
acknowledge and agree that:
-
determination of eligibility of investors for the purposes of the institutional and retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Coronado and the Underwriters; and
Retail Entitlement Offer | 14
-
each of Coronado and the Underwriter and Adviser Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the extent permitted by law;
-
declare that you were the registered holder(s) at the Record Date of the CDIs indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
-
acknowledge that the information contained in this Information Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New CDIs are suitable for you given your investment objectives, financial situation or particular needs;
-
acknowledge that this Information Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Coronado and is given in the context of Coronado’s past and ongoing continuous disclosure announcements to ASX;
-
acknowledge the statement of risks in the ‘Risk Factors’ section of the Investor Presentation contained in Section 3 of this Information Booklet, and that investments in Coronado are subject to risk;
-
acknowledge that neither Coronado and the Underwriter and Adviser Parties guarantee the performance of the New CDIs or Coronado, nor do they guarantee the repayment of capital;
-
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of CDIs on the Record Date;
-
authorise Coronado to correct any errors in your personalised Entitlement and Acceptance Form or any other form provided by you;
-
represent and warrant (for the benefit of Coronado and the Underwriter and Adviser Parties) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Retail Securityholder and are otherwise eligible to participate in the Retail Entitlement Offer; and
-
represent and warrant that the law of any place does not prohibit you from being given this Information Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New CDIs and that you are otherwise eligible to participate in the Retail Entitlement Offer.
By making a payment by BPAY[®] or completing and returning your personalised Entitlement and Acceptance Form, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:
-
you are not in the United States and are you not, nor are you acting for the account or benefit of, a US Person and are not otherwise a person to whom it would be illegal to make an offer or issue New CDIs (or the underlying shares of common stock) under the Retail Entitlement Offer;
-
you are entitled to participate in the Retail Entitlement Offer under the laws of the jurisdiction in which you receive this Information Booklet and your personalised Entitlement and Acceptance Form, or any other applicable laws;
15 | Coronado Global Resources Inc.
-
you are subscribing for or purchasing the Entitlements or the New CDIs outside the United States in an “offshore transaction” (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act;
-
you have not and will not send this Information Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to a US Person or to any person who is acting for the account or benefit of a US Person;
-
if you are acquiring the New CDIs for one or more investor accounts for which you are acting as fiduciary or agent, you represent that you have sole investment discretion with respect to each such account and you have full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account;
-
you have made and relied upon your own investigation and assessment of the Retail Entitlement Offer, the New CDIs, the underlying shares of common stock and Coronado, including, without limitation, the United States federal income tax consequences to you of the Retail Entitlement Offer and the purchase, ownership and disposition of the New CDIs and the underlying shares of common stock, in light of your particular situation as well as any other relevant taxing jurisdiction;
-
you understand and acknowledge that neither the Entitlements, the New CDIs nor the underlying shares of common stock have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, and, accordingly, neither the New CDIs nor the underlying shares of common stock may be offered, sold, resold, transferred or otherwise disposed of, directly or indirectly, in the United States or to, or for the account or benefit of, US Persons unless they are registered under the US Securities Act (which you acknowledge that Coronado has no obligation to do) and applicable US state securities laws, or offered and sold pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable US state securities laws;
-
The New CDIs to be issued under the Retail Entitlement Offer and the underlying shares of common stock will be ‘restricted securities’ under Rule 144 under the US Securities Act, and offers and sales of the New CDIs and the underlying shares of common stock will be subject to an initial six month distribution compliance period ( Distribution Compliance Period ) from the date of allotment of the New CDIs under the Retail Entitlement Offer, which period could be extended. This means that, during such period, which may be extended longer than six months, you will not be permitted to sell the New CDIs sold to you under the Retail Entitlement Offer or the underlying shares of common stock to persons in the United States or to, or for the account or benefit of, a US Person, unless the resale of the New CDIs or the underlying shares of common stock is registered under the US Securities Act (which Coronado is not obligated to do) or an exemption from such registration is available (including resales to QIBs pursuant to Rule 144A under the US Securities Act). However, during the Distribution Compliance Period, the New CDIs may be reoffered and resold in standard (regular) way brokered transactions on the ASX where neither the seller nor any person acting on its behalf knows, or has reason to know, that the sale has been prearranged with, or that the purchaser is, a person in the United States or is, or is acting for the account or benefit of, a US Person in accordance with Regulation S, unless, in either case, that person is a QIB acquiring the New CDIs in a transaction exempt from registration under the US Securities Act pursuant to Rule 144A thereunder (if available);
Retail Entitlement Offer | 16
-
notwithstanding the paragraphs above, you understand and acknowledge that for so long as the New CDIs are subject to the restrictions on reoffers and resales of the New CDIs imposed by the ASX, the New CDIs may only be reoffered and resold either (a) in an ‘offshore transaction’ (as defined in Rule 902(h) under the US Securities Act) complying with Regulation S under the US Securities Act; or (b) in a transaction exempt from registration under the US Securities Act pursuant to Rule 144A thereunder, and in each case, in accordance with all applicable securities laws of the states of the United States and any other applicable jurisdictions;
-
you understand and acknowledge that Coronado is not obligated to file with the US Securities and Exchange Commission ( SEC ) or with any state securities regulatory authority any registration statement under the US Securities Act in respect of resales of the New CDIs or the underlying shares of common stock;
-
you have not engaged, and will not engage, in any hedging transactions involving the New CDIs or the underlying shares of common stock unless in compliance with the US Securities Act;
-
you are not, and have not been in the preceding three months, an ‘affiliate’ (as defined in Rule 405 of the US Securities Act) of Coronado and you agree that no affiliate of Coronado or person that has been, in the preceding three months, an affiliate of Coronado may purchase, otherwise acquire or hold the New CDIs or a beneficial interest therein and any acquisition of New CDIs by such an affiliate or person shall be null and void ab initio, provided that the New CDIs may be acquired by such an affiliate or person so long as the acquirer immediately submits them for transmutation into underlying shares of common stock;
-
you covenant and agree that if in the future you or any other person for whose account you are acquiring the New CDIs decides to offer, resell, pledge or otherwise transfer any New CDIs or underlying shares of common stock, you will do so solely, and you will inform such other person that it may only do so, only in accordance with the offer and resale restrictions contained herein, including the applicable Offer and Secondary Market Procedures (defined below) and in share legend. You agree that Coronado, in its sole discretion, may require the delivery of such documents or other evidence, in form and substance satisfactory to it in its absolute discretion, that Coronado deems necessary or appropriate to evidence satisfactory compliance with this paragraph;
-
except for the sale of New CDIs in standard (regular) way brokered transactions on the ASX, you agree that you will (or, in the case of an investor for whose account you are purchasing the New CDIs, you will inform such investor that it must) obtain an agreement for the benefit of Coronado of any person to whom any New CDIs or underlying shares of common stock are sold or otherwise transferred, prior to any such transfer, that such person will be bound by these acknowledgements, representations and warranties, including those set forth in paragraph immediately above;
-
you acknowledge and understand that Coronado is required to refuse to register any transfer of the New CDIs or underlying shares of common stock not made in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act or pursuant to another applicable exemption from the registration requirements under the US Securities Act;
-
you acknowledge and understand that the Distribution Compliance Period may be extended beyond six months, including in the event that Coronado issues New CDIs or underlying shares of common stock, or an affiliate of Coronado sells New CDIs or underlying shares of common stock, in either case pursuant to Regulation S, during the Distribution Compliance Period, and that, accordingly, such Distribution Compliance Period may continue indefinitely;
17 | Coronado Global Resources Inc.
- if you, any of your affiliates or any person acting on your or their behalf sell New CDIs to any distributor, dealer or a person receiving a selling concession, fee or other remuneration, prior to the expiration of the Distribution Compliance Period, you will send a confirmation or notice to the purchaser of New CDIs stating that the purchaser is subject to the same restrictions on offers and sales that apply to you, including those set forth herein and a confirmation or notice substantially to the following effect:
“The securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act) that is not a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) (i) as part of their distribution at any time or (ii) until at least the expiry of six months after the later of (a) the time when the securities are first offered to persons other than distributors in reliance upon Regulation S and (b) the date of closing of the relevant offer of the securities, or such longer period as may be required under applicable law, except pursuant to an effective registration statement under the U.S. Securities Act or in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. In addition, any hedging transactions involving the securities covered hereby may not be conducted unless in compliance with the U.S. Securities Act. Terms used above have the meaning given to them by Regulation S under the U.S. Securities Act”.
-
you acknowledge, and you will inform each investor, if any, for whose account you are acquiring New CDIs, that Coronado will rely on the truth and accuracy of the foregoing acknowledgements, representations and warranties and agree that if any such acknowledgement, representation or warranty deemed to have been made by virtue of your purchase of the New CDIs is no longer accurate, you will promptly notify Coronado;
-
if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of US Persons, and you have not sent this Information Booklet, the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person; and
-
you make all other representations and warranties set out in this Information Booklet.
2.15 ASX Notification to ASX Participants
During the Distribution Compliance Period, ASX Settlement will implement various procedures designed to ensure compliance with the restrictions imposed by US securities laws on the New CDIs, including (but not limited to) the following:
-
advise ASX participating organizations (ASX Participants) that, during the Distribution Compliance Period, no transaction on the ASX involving the New CDIs will be effected if such participant has knowledge that the purchaser is in the United States or is a US Person, unless the purchaser is a QIB (an Excluded US Person);
-
circulate to all ASX Participants via electronic market circulars and bulletins: (1) details of what constitutes an Excluded US Person; and (2) notification details of the New CDIs and the zero percent permitted ownership level of New CDIs by Excluded US Persons;
Retail Entitlement Offer | 18
-
provide in periodic publications and on the ASX Settlement website, an explanation of the restricted stock identifier applicable to the New CDIs as having restricted status under the US securities laws (and identifying what such restrictions are);
-
require that ASX Participants provide that contract notes (confirmations) for the New CDIs in the secondary market trading during the Distribution Compliance Period indicate that these securities are FOR Financial Products, by virtue of the stock code which would include the restricted stock identifier;
-
cause the description of the New CDIs on the ASX trading screens and elsewhere (e.g. Bloomberg and IRESS) to include an identifier to indicate the restrictions the New CDIs are subject to under US securities laws during the Distribution Compliance Period; and
-
include in the holding statement provided by ASX Settlement to investors who hold their New CDIs in the CHESS Sponsored Sub-register (as defined below) a description of the fact that the purchaser now holds a restricted security and is subject to the offer and resale restrictions of the New CDI during the Distribution Compliance Period, which shall read 'These securities cannot be transferred to or held by US Persons that are not QIBs (each as defined under U.S. law)'.
2.16 Offer and Secondary Market Procedures under the ASX No Action Letter
-
Because equity securities in Australia are “uncertificated” and the ASX does not have the ability to strictly implement the certification requirement, stop-transfer requirement and distributor confirmation requirement of Category 3 of Regulation S under the US Securities Act, Coronado intends to implement procedures in connection with the Retail Entitlement Offer and secondary market transactions during the Distribution Compliance Period ( Offer and Secondary Market Procedures ) that are consistent with the “no action” letter obtained by the ASX from the staff of the SEC in January 2000 ( ASX No Action Letter ), other than in respect of procedures that would allow QIBs in the United States or that are US Persons to purchase New CDIs in the secondary market over the ASX in transactions complying with Rule 144A.
-
The New CDIs issued under the Retail Entitlement Offer will be classified as ‘FOR Financial Products’ under the ASX Settlement Operating Rules, and will be identified with a tag that prohibits secondary market resales to investors in the United States or that are otherwise US Persons, unless such investor is a QIB, during the Distribution Compliance Period. If a person in the United States or a US Person (or a person acting for the account or benefit of a US Person) that is not a QIB acquires New CDIs in the secondary market over the ASX during the Distribution Compliance Period, such New CDIs will be divested under the ASX Settlement Operating Rules.
In addition, consistent with the ASX No Action Letter, Coronado will adopt procedures as part of the Retail Entitlement Offer and Secondary Market Procedures to:
-
ensure that all purchasers from a distributor in the Retail Entitlement Offer will make, or be deemed to have made, representations regarding their non-US Person or QIB status, as well as agreements regarding restrictions on resale and hedging under Regulation S and, where appropriate, Rule 144A;
-
ensure that any certificated securities, including global securities, certificates into which global certificates may be subdivided, and any physical, certificated securities issued to holders of New CDIs prior to the expiration of the Distribution Compliance Period, will bear appropriate restrictive legends, and any definitive securities that are issued during the Distribution Compliance Period, other than a transaction in compliance with Rule 144A, will satisfy the requirements of
19 | Coronado Global Resources Inc.
Rule 903(b)(3)(iii)(B) under the US Securities Act, including the legending requirement and Certification Requirement;
-
ensure that any information provided by Coronado or the Underwriters to publishers of publicly available databases about the terms of any new issuance of New CDIs offered and sold in reliance on Regulation S and, if applicable, Rule 144A will include a statement that neither the New CDIs nor the underlying Shares have been registered under the US Securities Act and are subject to restrictions under Regulation S and, if applicable, Rule 144A;
-
require that any New CDIs or Shares bearing the legend set forth in Rule 903(b)(3)(iii)(B)(3) under the US Securities Act ( Legend ) may not be transferred by Coronado’s Share Registry or other transfer agent during the Distribution Compliance Period without a favourable opinion of counsel or other assurance that the transfer complies fully with the US Securities Act; and
-
provide notification of the Regulation S/Rule 144A status of its New CDIs and underlying shares of common stock in shareholder communications, such as annual reports, periodic interim reports and its notices of shareholder meetings during the Distribution Compliance Period.
As part of the Retail Entitlement Offer and Secondary Market Procedures:
-
whether in the Retail Entitlement Offer or in secondary market trading during the Distribution Compliance Period, no ASX Participants may execute a transaction over the ASX in the New CDIs if that broker knows, or has reason to know, that the transaction has been pre-arranged with, or that the purchaser is, a person in the United States or a US Person or a person acting for the account or benefit of a US Person, in each case, unless that purchaser is a QIB in transactions complying with Rule 144A;
-
in connection with any purchase of New CDIs, whether in the Retail Entitlement Offer or in secondary market trading, each of the Underwriters and any other ASX Participants must make all reasonable efforts to ascertain whether the purchaser is in the United States or a US Person or acting for the account or benefit of a US Person, or that the purchaser is a QIB, and implement measures designed to assure reasonable compliance with this requirement;
-
the confirmation sent to each applicant in the Retail Entitlement Offer and each purchaser of New CDIs in secondary market trading across the ASX prior to the expiration of the Distribution Compliance Period, will include a confirmation or notice to the purchaser of the New CDIs that the New CDIs are subject to restrictions on offers, sales and resales to comply with Regulation S and Rule 144A; and
-
during the Distribution Compliance Period, any information provided by an Underwriter to publishers of publicly available databases, such as Bloomberg and Reuters, about the terms of the issuance of the New CDIs must include a statement that the New CDIs have not been registered under the US Securities Act and are subject to restrictions to comply with Regulation S and Rule 144A.
2.17 Legending
Any certificated securities, including global securities, certificates into which global certificates may be subdivided, and any physical, certificated securities issued to holders of New CDIs prior to the expiration of the Distribution Compliance Period, will bear appropriate restrictive legends. Refer to the 'Regulation S Restrictions' section of the Investor Presentation included in Section 3 of this Information Booklet for details of the share legends that will be applied to certificated securities.
Retail Entitlement Offer | 20
2.18 Transmutation
If a holder of New CDIs wishes to transmute its New CDIs into shares of common stock, it can contact the Share Registry and request that such conversion be made. However, investors should be aware that any such transmuted shares will remain ‘restricted securities’ (as defined in Rule 144 under the US Securities Act) during the Distribution Compliance Period, and that a holder of such shares will be bound by the restrictions contained in the Share Legend until such time as Coronado determines it is appropriate to remove it. As indicated above, there can be no assurance that the Distribution Compliance Period will not be extended or, accordingly, that the Share Legend will ever be removed from such shares.
If a holder of shares wishes to transmute its shares into New CDIs, it can contact the Share Registry and request that such conversion be made. However, as with the shares, any such New CDIs will remain ‘restricted securities’ (as defined in Rule 144 under the US Securities Act) during the Distribution Compliance Period. Further, a holder that wishes to transmute its shares into New CDIs during the Distribution Compliance Period must comply with the restrictions set forth in the Share Legend until it is removed by Coronado, including the restriction that any New CDIs transmuted from shares will be subject to a holding lock that will prevent the holder from transferring those New CDIs for so long as any restrictions applicable to transfers of the New CDIs imposed by the ASX remain in place or such New CDIs are ‘restricted securities’ as defined under Rule 144(a)(3) under the US Securities Act, unless Coronado otherwise determines to remove that holding lock. As New CDIs represent beneficial interests in underlying shares, holders of New CDIs transmuted from shares will continue to be bound by the restrictions set forth in the Share Legend above to the extent they relate to their beneficial interests until that Share Legend is removed by Coronado. As indicated above, there can be no assurance that the Distribution Compliance Period will not be extended or, accordingly, that the Share Legend will ever be removed from the New CDIs.
2.19 Brokerage
No brokerage fee is payable by Eligible Retail Securityholder who accept their Entitlement.
2.20 Enquiries
If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions about completing it, please contact the Coronado Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). The Coronado Offer Information Line will be open from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.
21 | Coronado Global Resources Inc.
3 ASX Announcements and Investor Presentation
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
ASX Announcement
4 May 2021
Coronado announces US$100 million equity offer
Coronado Global Resources Inc. (“Coronado” or the “Company”) is announcing today a US$100 million equity transaction (”Equity Offer”) as part of its proposed refinancing package as disclosed to ASX on Thursday, 29 April 2021. Along with the Equity Offer, the refinancing package comprises:
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a US$350 million offering of senior secured 2026 notes. Pricing of the notes offering is expected to take place by the morning of Wednesday, 5 May 2021, AEST.
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a proposed senior secured asset-based revolving credit agreement providing for a multi-currency asset-based-loan (“ABL”) credit facility (the “ABL Facility”) in an initial aggregate principal amount of US$100 million.
The proposed US$550 million refinancing package, when completed, is expected to create a capital structure that is flexible through market cycles with the following specific benefits to Coronado stakeholders:
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Increased financial flexibility;
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Extended maturity profile;
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Diversified funding sources; and
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Maintenance of liquidity for the business and a reduced net debt level.
Proceeds of the refinancing package will be used to repay monies owed under Coronado’s current Syndicated Facilities Agreement (“SFA”) and the SFA will then be terminated. The SFA incorporated several maintenance-based financial covenants. The debt component of the new refinancing package will not require satisfaction of maintenance covenants for capital to remain available but instead will have an incurrence-based approach whereby specific ratios would need to be met in order for Coronado to assume new forms of additional indebtedness.[1]
Overview of the US$100m Equity Offer
The US$100 million Equity Offer is to be conducted as an Accelerated Non Renounceable Entitlement Offer (“ANREO”) which will raise US$100 million and will be conducted at A$0.45 per new CDI (“Offer Price”), which represents a:
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24.4% discount to the last closing price of A$0.595 on Wednesday, 28 April 2021; and
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- 21.0% discount to the Theoretical Ex-Rights Price (“TERP”) of A$0.57.[2]
The Equity Offer will result in approximately 293 million new Chess Depositary Interests (“CDIs”) being issued in total, equivalent to 21.1% of Coronado’s common stock as represented in CDIs on issue (“New CDIs”) and will be conducted on the basis of one New CDI for every 4.73 existing CDIs.
The Energy & Minerals Group, through its affiliate Coronado Group LLC (“EMG”), which is Coronado’s largest security holder with a holding of approximately 55.9%, has provided a binding commitment to take up approximately 67 million CDIs so as to maintain an interest of 50.1% of the CDIs on issue, following completion of the Equity Offer. All of the remaining CDIs to be issued through the Equity Offer have been underwritten.[3]
1 Refer to page 20 of the Investor Presentation being released concurrently with this announcement for details on the terms for the proposed Senior Secured Notes and page 19 for the terms on the proposed ABL, including availability and relevant covenants. The ABL is subject to a springing minimum fixed charge coverage ratio of 1.0x during a Liquidity Period.
2 TERP is the theoretical ex rights price at which new CDIs should trade immediately after the ex date for the Equity Offer. TERP is a theoretical calculation only and the actual price at which new CDIs trade immediately after the ex date for the Equity Offer will depend on many factors and may not equal TERP.
3 Refer to footnote 1 on page 3 of the Investor Presentation being released concurrently with this announcement for details in relation to the underwriting.
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Retail Entitlement Offer | 22
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New CDIs issued under the Equity Offer will rank equally with existing fully paid CDIs from the date of issue. The Equity Offer is non-renounceable and rights are not transferrable and will not be traded on the ASX or any other exchange. The Equity Offer will be made to both institutional security holders (“Institutional Entitlement Offer”) and retail security holders (“Retail Entitlement Offer”). Eligible security holders who do not take up their entitlement under the Equity Offer in full or in part, will not receive any value in respect of those entitlements not taken up.
Commenting on the refinancing, Mr Gerry Spindler, Chief Executive Officer and Managing Director of Coronado said,
“We are very pleased with the support we have received from investors across the globe after what has been a very difficult period for producers in the metallurgical coal sector. This refinancing package will leave Coronado very well placed to deliver value to stakeholders as the global economy continues to recover following the COVID-19 pandemic and the demand for steel-making coal continues to improve.”
Mr Gerhard Ziems, Group Chief Financial Officer of Coronado added,
“The combination of the asset-based credit facility with the notes offering provides the Company with the blend of long-term debt capital and flexibility which we believe is appropriate for a mid-scale independent producer of quality metallurgical coal. This accompanying equity raising ensures we have a robust balance sheet and conservative credit metrics to provide additional resilience should there be any further shocks to the global macroeconomic environment.
With our well established position as a low cost producer of metallurgical coal, with operations both in Australia and in the United States, we expect to emerge from the refinancing with a stronger and more flexible balance sheet that will allow us to leverage our position as the listed steel-making coal vehicle of choice, as the demand for steel continues to increase.”
Details of the Institutional Entitlement Offer
Eligible institutional security holders will be invited to participate in the Institutional Entitlement Offer. Under the Institutional Entitlement Offer, eligible institutional security holders can choose to take up all, part or none of their entitlement. Entitlements not taken up under the Institutional Entitlement Offer will be offered to eligible institutional investors at the Offer Price in the institutional bookbuild.
Details of the Retail Entitlement Offer
Eligible retail security holders with a registered address in Australia or New Zealand on the record date of 7:00pm (AEST), Thursday, 6 May 2021 have the opportunity to invest in New CDIs at the offer price, on the terms and conditions that will be set out in the retail offer booklet to be sent to eligible retail security holders on or around Tuesday, 11 May 2021.[4]
Please note that security holders with a registered address outside Australia or New Zealand on the record date are ineligible to participate in the Retail Entitlement Offer. Further details as to eligibility will be set out in the retail offer booklet.
Indicative Timetable for the Equity Offer
The timetable (and each reference in this announcement to a date specified in the timetable) is indicative only and the Company may, at its discretion, vary any of the above dates by lodging a revised timetable with the ASX. All times referred to in this announcement are AEST.
The quotation of New CDIs is subject to confirmation from the ASX.
4 Retail security holders that are in the United States or that are “U.S. persons” (as defined in Regulation S under the U.S. Securities Act of 1933) (“U.S. Persons”) or acting for the account or benefit of U.S. Persons are not entitled to participate in the Retail Entitlement Offer.
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23 | Coronado Global Resources Inc.
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| Event | Date |
|---|---|
| Announcement of Equity Raising | Tuesday, 4 May 2021 |
| Institutional Entitlement Offer opens | Tuesday, 4 May 2021 |
| Institutional Entitlement Offer closes | Wednesday, 5 May 2021 |
| Announcement of results of Institutional Entitlement Offer | Thursday, 6 May 2021 |
| Trading halt lifted and CDIs recommence trading | Thursday, 6 May 2021 |
| Entitlement Offer record date | 7:00pm (AEST), Thursday, 6 May 2021 |
| Retail Entitlement Offer opens and Retail Offer Booklet despatched | Tuesday, 11 May 2021 |
| Settlement of New CDIs issued under the Institutional Entitlement Offer |
Thursday, 13 May 2021 |
| Allotment and commencement of trading of New CDIs under the Institutional Entitlement Offer |
Friday, 14 May 2021 |
| Retail Entitlement Offer closes | 5:00pm (AEST), Tuesday, 25 May 2021 |
| Announcement of results of Retail Entitlement Offer | Friday, 28 May 2021 |
| Settlement of New CDIs issued under the Retail Entitlement Offer | Monday, 31 May 2021 |
| Allotment of New CDIs under the Retail Entitlement Offer | Tuesday, 1 June 2021 |
| Commencement of trading of New CDIs issued under the Retail Entitlement Offer |
Wednesday, 2 June 2021 |
| Holding statements in respect of New CDIs issued under the Retail Entitlement Offer despatched |
Thursday, 3 June 2021 |
- Ends - |
Approved for release by the Board of Directors of Coronado Global Resources Inc.
For further information please contact:
Investors Media Matt Sullivan Brett Clegg P: +61 412 157 276 Citadel Magnus E: [email protected] P: +61 487 436 985
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any CDIs (or underlying shares of common stock) in the United States or to any person who is, or is acting for the account or benefit of, a “U.S. person” (as defined in Rule 902(k) under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”)) (“U.S. Person”), or in any other jurisdiction in which such an offer would be illegal. The New CDIs being offered and sold in the Offer (including underlying shares of common stock) have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New CDIs in the Placement and the Entitlement Offer (or underlying shares of common stock) may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Persons, unless the New CDIs are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state or any other jurisdiction in the United States.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements concerning the Company business, operations, financial performance and condition, the coal, steel and other industries, as well as the Company’s plans, objectives and expectations for its business, operations, financial performance and condition. Forwardlooking statements may be identified by words such as "may," "could," "believes," "estimates," "expects," "intends," "considers", “forecasts”, “targets” and other similar words. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, or descriptions of assumptions underlying any of the above. All forwardlooking statements speak only as of the date they are made and reflect the company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the company's control, that are described in the Company’s investor presentation filed with the ASX on or around the date of this announcement, as well as additional factors the Company may describe from time to time in other filings with the ASX and SEC. You may get such filings for free at the Company’s website at www.coronadoglobal.com.au. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
PRO FORMA FINANCIAL INFORMATION
While this announcement includes certain pro forma financial information, you understand that such pro forma financial information is for illustrative purposes only and is not represented as being indicative of the Company’s views on its, nor anyone else’s, future financial position and/or performance. You further understand that (i) the pro forma financial information has been prepared by the Company in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory requirements in the United States or Australia, (ii) the pro forma financial information is not prepared in accordance with the requirements of Regulation S-X and (iii) neither the assumptions underlying the pro forma adjustments nor the resulting pro forma financial information have been audited or reviewed in accordance with generally accepted auditing standards or the standards of the Public Company Accounting Oversight Board.
4
25 | Coronado Global Resources Inc.
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Coronado Global Resources Inc.
Equity Raising and Refinancing Presentation
4 May 2021
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Important Notices and Disclaimer
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This1/10attendingpreparedCorporationsinvestorfully paidintherelationAct as modified by ASIC Corporationspresentationmeetingsharetoofwhereacommonpro( Presentation ratathisstockacceleratedPresentationof )theis datedCompanynon-renounceableis made,4(Non-TraditionalMay(eachor2021byareading Share andentitlementhasRights Issues) Instrument 2016/84),thebybeenthePresentationofferpreparedCompanyof newbymaterials,toCHESSCoronadoeligibleDepositoryyouexistingGlobaland ASIC Class OrderagreesecurityholdersInterestsResourcesto be bound( New Inc.by( EntitlementCDIs ARBN[CO 14/827].the),followingeach628 199 Offer of limitations.which468or ( OfferCoronado represents)ThisunderPresentationorasectionbeneficialthe Company 708AAinteresthasof).beentheByof Investment AnCoronado does not guarantee the performanceto the risk factors outlined in Appendix A of this Presentation wheninvestment risk in securities in Coronado is subjectof Coronado or anyto investmentmaking yourreturn on any securities of Coronado nor does it guarantee any particular tax treatment.and other knowninvestment decision.and unknown Cooling off rightsrisks, some of whichdo not apply to the acquisition of New CDIs.are beyond the control of CoronadoYou should have regardand its directors.
Summary information Financial information
remains subject to change without Not financial Thisaccounting or legalsubjecttheir specific investment objectives, financial situation or particularread in conjunction with(advisorshaveTheotherwise ASX materialPresentation),beenwhich isonlyorstated).obtainedrepresentativestocontained product anyavailabledoesTheadvice),legalfrom advice Coronado’sinformationnotinatobligationresearch,thishavewww.asx.com.au/asx/share-price-research/company/CRN.andcontain nor an offer Presentationmust notindependentlynotice. most recent financial report andinortosurveysthispurportdobe relied upon asPresentationso,orisCoronadotointendedstudiesverifiedcontainisconductedanydoestoallofadvicebesuchainformationgeneralnotsummarymarketneeds.to investorsbyhave Coronado’sthirdnaturenecessaryanyorinformationparties,industryobligationandor potentialother periodic and continuousdoestoincludingdataonmakeReliance should notnottoCoronadoprovidedinvestors,correctpurportanindustryinvestmentorbytoandwho shouldupdateorbethirdgeneralitscomplete.partiesdecisionbeactivities,thedisclosure information lodged with the Australian Securities Exchangeplacedconsider seeking independentpublicationscontentorCertainandindustryon informationwhichisofnotmarketthisissuchorintendedcurrentPresentation.generalasandor opinionsWoodasindustryaspublications.atinvestmentMackenzie.theTheprofessionaldatacontained in thisdateinformationusedofThisor thisNeitherfinancialinadvice depending uponPresentationthisPresentationin PresentationPresentationCoronadothisadvicePresentationshould(nor(unlessnorand,maytax,beits Allthe Offer,beingNon-GAAP financial measuresotherthis Presentation include: Adjusted EBITDA, netaccordanceUnitedassumptionsstandardsThe2021amendeddollarpresentationpreparedentities,indicativeStatesvalues(the refinancing and transaction costs).or the standards Exchange withunderlyingnororunderofintheAustralia.ofshouldCoronado’sthiscertainmeasurementUS Act Presentationthe).theyGAAP.of the Public CompanyThefinancialproThe disclosure ofbeviewsdoformaproInconstruednotandaddition,areformainformationonhave a standardizedadjustmentsrecognitionits,in Australianfinancialnorasthissuch a non-GAAP financial measuresandebt, sales volumes and averageanyonemayPresentationThe pro forma historicalAccounting Oversightalternativerequirements,norinformationdollarsnottheelse’s,bemeaningresultingorcomplianttocontainsfutureU.S.includedotherbutprescribed by USdollars,profinancialnotfinancialcertainwithBoard.formainthefinancialthisCoronado’sasdisclosureposition“nonfinancialmeasuresPlease note thatspecified.Presentationrealised price per Mtinformation provided in this Presentation is-GAAPin the manner includedGAAP or IFRS and thereforeand/orrequirements,informationfinancialdeterminedThisfinancialperformance.isPresentationall financial data as at 31 Marchnotstatementsmeasures”havepreparedinof metallurgical coal, and averageofaccordanceapplicablebeenin this Presentation may notTheincudesdisclosedinunderauditedaccordancepromay notaccountingwithformacertainRegulationinorUSitsreviewedfinancialbe comparableproFormfor illustrative purposesGAAPwithstandards2021formaGthe10-Kofinorinformationhas nottherequirementsaccordanceIFRS.financialbe permissible in filings made with the SEC.foroperatingU.S.andto similarly titled measurestheThebeen reviewedotherSecuritiesfinancialhasinformationNon-GAAPcost per Mtwithmandatoryofbeenonly and isRegulationgenerallyyearExchangeprepared(toor audited.endedfinancialsold.reflectrequirementsnotacceptedS-X.byActrepresentedDecemberthepresented bymeasuresCoronadoofNeitherimpact1934,auditingin 31,thetheasasofinin
Anyanyconnection with this Presentation.Thisnotit wouldbeinvestmentresponsibilityPresentationlodgednot be lawfulwithdecisionisorASIC orforto make such an offer,liabilityinformationshouldanywhatsoeverotherbe madepurposesregulator).(forsolelyadvertisementonlynegligenceonThisandthePresentationisbasisnotoror invitation.otherwise)aofprospectus,theisinvestors’not,forandproductanydoesor losspotentialnotdisclosurehowsoeverconstituteinvestors’statementarisinganownoffer,enquiries.fromoradvertisementotheranyofferinguseNeitherofordocumentthisCoronadoinvitationPresentationunderinnoranyitsAustralianplaceoradvisorsitswhich,contentslawor representativesorortooranyanyotherwiseotherpersonlawshallarisingto(andwhom,havewillin Certainguaranteecalculation of these figures Past performance Past performancefigures,as to the past, presentamounts,information provided in this Presentationpercentages,may differ from the figuresor future performanceestimates, calculationsset outof Coronado.is in this Presentation.given for illustrative purposesof value and fractions providedonly and should notin this Presentationbe relied upon asare subject to(and isthe effectnot) a promise,of rounding.representation,Accordingly,warrantythe actualor
International restrictions Future performance and forward-looking statements
Thisofwould be illegal.orareStates state securities laws.benefitStates’TherestrictionsanyotheroffereddistributionPresentation or anypersonof,jurisdictionany USmayand ‘US Person’,insoldconstituteoftheThe offer and sale ofdoesPersonsthisofUnitedpursuantthenotPresentation each as definedUnitedaunlessconstituteStatesviolationto anStates.they(toapplicableinofanthethe New CDIs and underlying SharesareapplicablejurisdictionsofferextentAccordingly,registeredin Regulationtoexemptionsell,suchsecuritiesoutsideorunderpersontheaS (solicitationfrom,New Regulation thelaws.Australiais actingUS Securities ActCDIsor inInofaparticular,inmayforanytransaction S the) undertheofferbehave notOfferaccountrestrictedthistothe United States Securities Act of 1933,mayandnotbuy,Presentationbeen,oranysubjectnotanybenefitbyapplicablebeandsecuritieslawofferedto,willofandmaytheanotpersonUnitedyouregistrationornotin thebe,sold,shouldberegisteredinStates stateUnitedreleaseddirectlytheobserverequirementsUnitedStatesunder the US Securities Act or the securitiesoror indirectly,securitiesdistributedStates),as amendedanyor tosuchofanyorthelawsinto,personrestrictions.intheUS(anyor US Securities Act (whichUnitedSecuritiesreliedotherwhoCoronadouponisStatesjurisdictionAnyactingActby,failureorandforanyis).to,notintheanyorpersontowhichobligatedforaccountcomplyapplicablelaws oftheinsuchtheaccountwithorany statetoan‘Unitedbenefitdo),Unitedsuchofferoror results,estimatesstatementsdirectors,statements as a result of new information or to reflect futureThesestatements“may”,andforecastsuncertaintiesforecasts“anticipates”, “would”,materialsperformanceofficers,ofregardingofaretheirandhistoricalofnotthecontainotherperformance,employees,guaranteestheeconomyorfacts,importantCompany’sachievements“forward“plans”,including,agents,orofwhicheconomicfactorsfuturelookingpresent“could ”,affiliates,areexpressedwithoutperformance.beyondstatements”,nottrendsand“should”,limitation,guaranteed.advisersfuturetheorof impliedCompany’sthe“predicts”, “projects”, “estimates”, “foresees”Thesebusinessorwhichanymarkets,representativesevents orSuchstatementsbyforwardaresuchstrategies,controlforwardbasedwhichcircumstances, exceptlookingforwardprecededthatarelookingonintendsincludingstatementsnotcurrentcouldlookingnecessarilyorstatementsby,causehasexpansionexpectationsfollowedstatements.any obligation or undertakesspeakas requiredits indicativeconcernactualbyonlyplansoror similar expressions or the negative thereof,Suchandthatasresults,andunderfutureofatprojectionsincludeforwardthethetheapplicable laws.performancecircumstancesfuturedateenvironmentthelookingofaboutwordsorto supplement,thislikelystatementsorfuturepresentation,“targets”,inandachievementsperformancewhichresultsevents,amend,“believes”,itarewillandandandbasedoperateoftoupdate ornoneinvolvetheincludebe“expects”,asonCompany,materiallywellofinnumerousknownthetheallrevise any forwardas predictions,Company,future.“aims”,statementsdifferentandandassumptionsForwardprojections“intends”,unknownorfromprojectionsotheranylookinglookingfuturerisks,“will”,ofthanandandits
CDIsTheCDIsunderthe underlying Shares is registered under the US Securities Act (which Coronado is not obligated to do) or an exemption fromwherepursuant to Rule 144A). However,transactionscompliancepreventaninCoronadoStatesTotransaction exempteachenforceavailableNewsoldandtheneitherorany New CDIscaseCDIstheis,toOffer,cannot providethewithyouinvolvingorexemptionthatunderlyingtheabovetoisthewhichundersellerbeareactingfrom registrationUS SecuritiesissuedtransferthenotfromperiodthenorfromSharesforany assurancesQIBs.NewOfferanybeingunderthecouldrestrictions,registration,CDIs,personwillaccountorInvestorsduring the Distribution Compliance Period, the New CDIs may be reofferedsold on ASX during the Distribution Compliance Period toAct.thetheunderbebeorOfferInextended.subjectunderlyingactinganyoras to whenaddition,Coronadothe US Securities Act pursuantandshouldbenefitandSharesontorequiringtheitsanSharesThisnoteduringof,behalfwillinitialunderlyingthis designationintoameansthatbethatUSthetowhichsixknows,implementingitpersonsPersonDistributionmonthanyisthat,SharesthepossibleorSharesduringNewdistributionwill be lifted frominhasin thewillaccordanceto Rule 144A thereunderrestrictionsCompliancereasonthatCDIsintosuchUnitedbe the‘restrictedwhichmaycomplianceperiod,toDistributionStatesknow,withthatbePeriodNewthe New CDIs.whichtransmuted,prohibitsecurities’RegulationorthatpersonsCDIsto,periodallCompliancethemayorNew CDIstransfershave(if available).forsale(bethatunder Distribution S,themayextendedhasbeenunless,areaccountissuedofRulenotPeriodbeenin the United Statesand resold in standard (regular) way brokeredthetransmutedbe144inNew CDIslongerprearranged Compliance underorconductedcouldeitherunderbenefitthethanbecase,containtheexceptOfferextendedof,such registration is available (including resales to QIBssixduringwith, Period USathator to,months,USwillaSecuritiesinorpersonlegendthePerson,bearaccordance)beyondthator for the accountfromDistributionyouatheisdesignationtotheAct,unlesswillathepurchaserthatdateQIBwithnotandinitialeffect.theComplianceacquiringofbeRegulationoffersallotmentsixonresaleorpermittedis,transactions on the ASXbenefitASX thatmonths,aFurthermore,andpersonofthesalesS,Periodtheofof,toNewortheandisNewinUS Persons,sellpursuantintendedoftheNewCDIsunlessthereforethethehedgingCDIsUnitedCDIsNewNewinortotoina Investors website atmade in relationfactorsset of all potentialThere can be no assurance that volatility, By their nature, forward-looking statements are subject to risks and uncertainties that could cause actuallookingCoronado’sas updatedCoronadostatements. uncertainty www.sec.gov. are bycontrol,its strongly to any forward-lookingQuarterlyrisks or uncertainties.maythatFactors and describeare cautioned You should understand thatReport disruption thatdescribedactual outcomes will not differ materially fromfrommightfor not timetheinstatement by any personcause causedto Appendix Aquarterto place suchtime by the ending undue indifferencesit is notofother COVID-19 pandemic. this31 reliance filingsPresentation,Marchpossible to predictinclude,(includingwith on 2021 forward-looking thebutfiledCoronado’sCoronadoASXareforward-looking statements.withnotor identify all such factorsandthelimitedor anySEC.AnnualASX, statements, to,Youof its advisers).andReporta varietymaywith theonget particularly ofresults to differ materially fromFormSECsuchand,economic,No representation,under10-Kconsequently,filings in filedFormcompetitive light for withfree8K, of theyou should notwarrantyat the onASX’sASX andand20 current Aprilregulatorythose expected or suggested by the forward-or assurancewebsite2021SEC on economic consider any such list(Sydneyatfactors,www.asx.com.au26(expressFebruary climate manytime),or implied)of and as2021whichwellto be a complete the and(Sydneyasare significant is given ortheadditionalbeyondSEC’stime)
Refer to Appendix B and Appendix C of this Presentation for further details about international offer restrictions.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
2
Retail Entitlement Offer | 26
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Important Notices and Disclaimer (cont.)
‘probable (indicated)’reportsInvestorsaddition,bedatatonnage,Reserves Disclaimer2020 InMineralInformationwebsitesestimatesanyestimatespresentedInvestorsguidelinescontained in subpartthisablenewobtained JORC Resource Presentation,in accordanceResources and Oretoinvestorsexpectedinformation(2020shouldand Resourcesshouldand theinhave notinlegallyintheotherfromthisJORC2020notenote “Competentandshould notcountriesrecoveryPresentationbeendrillreferences1300reserves and, as a result, the SEC generally does not permit mining companiesorwith SEC IndustrythateconomicallyJORCthat and Statementholesdatamaterially modified frompresentedofResource Reserve Statements whileReservesrates,suchRegulation S-Kassume thatthatStatementandPersons”torelatingtheasmateriallylocatedoreequipmentotherextractin this Presentation will be recoveredinformationSEC2012informationreservesstatements,Guide 7, CoronadosamplingcontinuetoquantitiesinIndustry(them.Reserves JORC Code underaffectstheoperatingandisappendixthe 2020intotechniques,Estimatesthe USreportedGuidetherefer to relevantmineralreported asthisapplyandcosts,information)Presentationand are7SecuritiesJORC Statement.Resourcesandofis not permitted to reportorasresourcesoftheprevailingactualtheinclusivehavecoal“resources”measuredASXamendmentsincludedAustralian and USAct.reserves,productionnotisrelating(Release Reserves marketofat the quality or yield presented.extractedmateriallyIn particular,Resourceswillin accordanceinresources,topricesthebe converted to reservestoexperience2020Reserves and modernizefromchanged.2020any mineralandthatFullSEC Industry Guide Resources OperationsinformationJORCrecoveriesotherhaveYearwith the JORC Code.andandtheCoronadobeenfactors,resources,Results)feasibilityStatement,Resourcesproperty)sectionsareto disclose their mineralpreviouslyandconvertedcompliantwhichunderoperatingconfirms( 2020 studiesdisclose7in the 2020 JORC Statement.and the amountcompliesanddoesarepublishedthe JORC Code or any other reporting regime or that JORC intothatwithnotwhichallthatcostsrequirementsReservessubjectallrecognize classificationswiththethe Statement deriveassumptionsarebyAustralasianthecontextof reservesresourcesCoronadotolargely(i.e.JORCestimatesuncertainties.for).inResourcesdependentSECForwhichCode,andin SEC filings.may be lower.CodeandCoronado confirmsdetailsofregisteredtechnicaltheavailableoperatingitforNootheraremayonCompetentReportingofassurancenotthethethannotparametersminingAccordingly,onadditionalcostsinterpretationReservescomply ‘proventheofcompanies,Persons’canbasedthatExplorationCoronadowithunderpinningtobeit is not(measured)’whenandReserves).ongivenCoronado willofthefindingsanticipatedResourcesgeologicalCoronadowhichandaware ofResults,relevantthatASXandarearethetheIn assets, securities or instrumentsWithoutand/orexpensestheiranysecurityholdersYou acknowledge and agree thatandconsultantsdiscretion, to the maximum extentYouasreflectdeterminingbeusing yourYoudutyand Coronado reserve the right to change the timetable in their absolute discretion including by closing the institutional bookbuild early or extending the institutional bookbuild closingtime (generallyaffiliatesatableotheracknowledgefurthertheorrespectivethatyourotherliabilitytolimitingmaydiscretionindateparties,participateassumed holdings.acknowledgeoractualallocationsthatpartiesalso communicateadvisers)(includingorandor otherLimited Parties may become substantialthecapacity.for particular investor(s))andinholding.ofisforegoing,intheinCoronadonotagreeconnectionnorpartiestheandSeniorforandupThedoOffer.negligence)CoronadoeachthattoagreetheytheCompanyin respect of the Offer.Secureddate.independentand may atanddetermination of eligibility of investors for the purposes of the Offer is determined by reference to a number ofyourpermitted by law.ofJointwithCoronadohavethatCoronadotheexistingThereandtheLeadinallocationsanyNoteshasJointin their absoluterespectSeniortheany timeinvestmentobligationwillconsentedandManagersholdingLeadJointOffering,andbetheSecuredofarethenohold,LeadManagerstheJointwilltoverificationcreditorsatJointtorecommendations,and/ortheexerciseallocatebetheor recommend to clients thatdiscretion (buttheManagersLeadNotesABLestimatedLeadsoleJointcertain(andofManagersand/orproorOfferingdiscretionorManagersthe Company.LeadotherwisetheirreconciliationdorataofbythenothaveManagerstheironreferencerespectivemarketand/ordisclaimassociatedofhavethedisclaimno obligationrespectiveofthebasisThe intereststhatthecolouranyofJointanyandtorelatedthediscretion,ABLanythey should acquire,obligationofCoronado’sdocumentationdutytheirLeadorexistingholdingsLimiteddutyreferredto do so),tradingorrespectivebodiesManagersoforliabilitytotothe Company,securityholdings.Partiesliabilityasthebeneficialideastoreconcilecorporate,withoutshowninmaximum(includingandLimitedand/orand/orthiswill(includinglong and/or shortanyinrecoursebe,registerpresentation,assumedtheCoronado.affiliates,the JointPartiespublishrelatedorforextenthistoricalIfforhavenegligence)youonto themnegligence)undertakingholdingstransactionsorpermitted6Leadbeen,doofficers,expressMayandThepositionsbeneficialnotor notice to you.Managers2021willengagedJointreside(e.g.inbydirectors,independentrespectinbesuchmayforlaw.Leadrespectin such assets, securities and instruments. .forregisterentitledintheand theiractivities.byrecentdifferaFurthermore,ManagersofpermittedOfferemployees,matters,thetheofandtofromresearchtradingCompany,thedeterminationreceivewhichrespectiveTheaccordinglyexercisethoseincluding legalofferandJointtheorshowsrepresentatives,viewsfees,Coronadojurisdiction youofswapcertainJointLeadLimited Parties,theorhistoricalincommissionsthisofotherwisepositions)LeadCompanyrespectyourManagersofmayrequirementsdisclaimitsManagersallocationholdingsnotaffiliatesagents,ofwillofwhenorsuchtrulyandandthatandanynotits
underwrittenThe55.9%Offersecurityholder,willby the Joint Leadbe joint forleadatmanagedleastManagers).66,822,279and ”underwrittenCDIs to maintain [1] by the aJointcontrollingLead Managersinterest in(exceptCoronado,thatisthethesubscriptionsubject of abyseparateThe Energycommitmentand Mineralsby EMGGroupto the( EMG Company,), Coronado’sand willcurrentnot be Furthermore, communications that a transaction iswill be fully distributed. “covered” (i.e. aggregate demand indications exceed the amount of the security offered) are not an assurance that the transaction
responsibility and liability (including, without limitation, any liability arising fromdamageundertakingorPresentation containsofLeadresponsibility for any partTorespectivesecurities in Coronado,warranty,theManagersmaximumarisingofficers,toexpressreleasefromnorextentdirectors,thisanyorallanyimplied,materialpermittedPresentationof this Presentation oror likelihood ofofupdatestheirpartners,asinformationrespectivebyortoorrevisionlaw,thefulfilmentemployees,relianceaccuracy,CoronadoaboutLimitedtothe Offer.theonofCoronado or thatanythingany forward-looking statementinformationrepresentatives,reliability,andPartiesthecontainedhaveJointcompletenessin thisindependentlyLeada prospectiveaffiliates,Presentationin Managersor fault, negligence or negligent misstatement) for any direct, indirect, consequential or contingent loss oromittedoragents,fairnessinvestor or purchaserverifiedor any eventtoandfromreflectconsultantseachofittheortheanyotherwiseofinformation,orinformation,changetheirresultsandrespectivemayarisinginexpressedadvisersopinionsexpectationsrequire in evaluating a possible investmentopinionsin connectionrelated(eachor implied in any forward-looking statement.orandconclusionsorbodiesaconclusionsassumptions; Limited withcorporate,thiscontained Party Presentation;containedand):shareholders(iii)(i)inexpresslydointhis(ii)thisnotPresentationdisclaimin Coronado ormakePresentationanddisclaimaffiliates,anyanyNone ofrepresentationobligationsandanyoracquisitionandthe Jointthattakeandtheirthisnoallor
Further,connectionparticipatestatementsPartiestothem.their name,havenoneinwithmadeauthorized,theofnonethetheOfferbyofOfferJointthethemnorpermitted or caused the issue,JointorLeaddomakesotherwise.LeadtheyManagersorManagersmakepurportsThenoranyJointanyorrepresentationstoanymakeLeadof theiroflodgement,anytheirManagersrespectivestatementrespectiveor warrantiesandsubmission,LimitedintheirLimitedthis PresentationrespectivePartiesto dispatch or provisionPartiesyou concerningacceptinLimitedrelationandanytherePartiesfiduciarytheto Offer,theisofnomakethis PresentationOffer.obligationsstatementandnoNoneyourecommendationrepresent,inofto thistheorand,relationshipJointPresentationfor thewarrantLeadas avoidance oftoManagerswithandwhetherwhichyou,agreeisanyyounorbaseddoubt,thatinvestoranyoryouonyourofandanytheirhaveorrelatedexceptstatementpotentialrespectivenotpartiesforreliedreferencesinvestorbyLimitedonshouldanyanyofin
Inacquiring the legalthoseinpositionsacquirecourse sales and trading,connectionthe investorsbookbuildthein suchNewwithrelatingand/orsecurities.CDIsor beneficialthe institutionalortotheprincipalthesecuritiessecondaryTheseNewinterestinvesting and otherbookbuild,CDIstransactionsof market.in those New CDIs.Coronadoto provideonemay,Asorintheamoretheactivities, result in the Joint LeadtogetherresultEconomicbookbuildinvestorsOne orof withsuchInterest,more ofotherand/ormaytransactions,electsecuritiesorthethe JointotherwisetosecondaryacquireoneinLead Managers (or theirCoronadoManagersoracquireanmoremarket,economicsecuritiesofacquiredortheincludingits affiliates disclosing a substantial holding andJointinterestbyin CoronadoLeadtotheaffiliates) may,inhedgeJointtheManagersNewLeadthosein connectionCDIsManagersfor their own account,derivative(or (their Economic withaffiliates)ortransactions,itstheaffiliates Interest writingmaywrite derivative transactionsearningof),beasininsteadsuchconnectionallocated,wellfees.derivativeasofholdsubscribingsubscribewithlongtransactionsits ordinaryor forforshortwithoror
andto Coronado and tobusinesscurrencies, creditorEachadvisory,relateservices.of thetoactivities,financialassets,JointEachdefaultLeadadvisory,thesecuritiespersonsof the JointJointManagersswapsinvestmentandLeadand/orand other financialLeadentitiesManagersandinstrumentsManagerstheirmanagement,with relationshipsrespectiveandandofitsinstrumentsCoronado,affiliatestheirinvestmentaffiliatesrespectivewith Coronado,mayand/orfor their own accountareresearch,purchase,affiliatesfullpersonsserviceforprincipalsellwhich theyhaveandfinancialor provided,entitiesholdand for the accountsinvestment,areceived orinstitutionsbroadwithandrelationshipsarrayhedging,maywillengagedinofreceivetheinvestmentsofmarkettheir customers,futurewithincustomary feesvariousCoronado.making,provide,andactivities,activelybrokeragefinancialand such investmentEachand expenses.tradeofwhichadvisory,andthesecurities,JointmayotherfinancingLeadincludefinancialIn the ordinary courseand trading activities may involvederivatives,Managerstrading,servicesand non-financialfinancing,loans,andandtheirothercommodities,of respectiveitscorporateactivitiesservicesvarious
1. notify under these provisions when aggregated with any additional interests the Joint Lead Manager and its affiliates hold atOffer at the same price as the Offer price. No material impact on control is expected to arise as a consequence of these arrangements or from any shareholder taking up their entitlement under the Offer where there is an excess shortfall.The underwriting agreement dated 4 May 2021 between Coronado and the Joint Lead Managers (the terms of the underwriting agreement by the completion date, (ii) the number of excess shortfall CDIs would be up to the number of CDIs offered under the Offer less the number of CDIs that have been sub-underwritten and the number of CDIs that the relevant Joint Lead Manager is able to take up without causing it to breach or The Underwriting Agreement provides that a Joint Lead Manager will not be issued any CDIs that would either cause it to breach the Foreign Acquisitions and Takeovers Act 1975 (Cth) or published Foreign Investment Review Board policy. The issue size is approximately 292.6 million CDIs or 21% of the existing CDIs on issue. If a Joint Lead Manager was required to take up CDIs on issue which would otherwise cause it, or an affiliate of it, to breach or notify under these provisions then, for the purposes of ASIC Report 612 (March 2019), (i) it will still fund the entire amount of its respective proportion of the underwritten proceeds in accordance with and subject to Underwriting Agreement the relevant settlement dates other than through its underwriting commitment; and (iii) it would enter into an arrangement for any excess shortfall CDIs to be issued to it, or to third party investors, after close of the ) does not extend to underwriting of the subscription by EMG for at least 66,822,279 CDIs to maintain a controlling interest in Coronado, which is the subject of a separate commitment by EMG to the Company. 3
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Table of Contents
| 1. Operational and Financial Update | 5 |
|---|---|
| 2. Equity Raising and Refinancing Overview | 10 |
| 2.A. Equity Raising | 15 |
| 2.B. New Debt Facilities | 17 |
| 3. Key Investment Highlights | 21 |
| Appendices | |
| A. Risk Factors | 32 |
| B. International Offer Restrictions | 45 |
| C. Regulation S Restrictions | 48 |
| D. Reconciliation of Non-GAAP measures | 52 |
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS |
27 | Coronado Global Resources Inc.
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Section 1
Operational and
Financial Update
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Roadshow presentation 5
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Preliminary and Unaudited Q1 2021 Highlights - Operational Performance[(1)]
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� ROM production for the March quarter was 6.8 Run-of-Mine (ROM) production
Mt, up 0.9% on the December quarter (Mt)
� Saleable production for the March quarter was 4.6
Mt, up 0.1 Mt or 2.5% on the December quarter 6.9 6.8 6.8
mirrored levels from Q4 2020 despite Saleable production at Australian operations 3.0 3.7 3.6 3.9 3.1 3.2
operational and weather-related challenges
� Sales volume was lower due to a large inventory Australia United States Group
drawdown in Q4 2020 for Australian operations
and poor rail service delaying timing of certain Q1 2020 Q4 2020 Q1 2021
shipments for US operations
� COVID-19 vaccination roll-out at our US Saleable production
operations has seen a significant portion of the (Mt)
workforce vaccinated. Steering Committee
continues to drive preventative measures and
hygiene protocols to ensure safety of our 4.5 4.5 4.6
employees and minimise impacts on production 2.6 3.0 3.0 1.9 1.5 1.6
� Production at US operations continues to ramp
up; Buchanan mine is operating at full capacity
and Logan continues to ramp up production levels Australia United States Group
Q1 2020 Q4 2020 Q1 2021
Notes: Figures may not sum up to total figures due to rounding. (1) Financial data for Q1 2021 presented on this slide reflects our preliminary estimated financial results for the three months ended March 31, 2021, based upon information available to us as of the date
estimated data. Our actual results remain subject to the completion of our financial closing processes as well as the completion and preparation of our consolidated financial statements as of and for the three months ended March 31, 2021. Additional adjustments to hereof. Ernst & Young has not reviewed, compiled or performed any procedures with respect to such preliminary data. The data are not a comprehensive statement of our results for this period, and our actual results may differ materially from this preliminary 6
this preliminary data may be identified in the course of preparation and review of our financial statements, and our final results for the period may vary from these preliminary estimates. This preliminary estimated data should not be considered a substitute for the
financial statements to be prepared in accordance with U.S. GAAP. Accordingly, you should not place undue reliance on this preliminary data.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 28
Preliminary and Unaudited Q1 2021 Highlights - Financial Performance[(1)]
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� March quarter revenue was US$376 million, up 1% on the previous Revenue
quarter (US$m) 409 372 376
245 231 238
� Group realised metallurgical coal price of US$94.3 per tonne for 164 141 138
the March quarter (mix of FOR and FOB pricing) was up 12.5%
compared to the prior quarter, as a result of higher US prices and
improvements in the average price for Australian coal Australia United States Group
Q1 2020 Q4 2020 Q1 2021
� Q1 2021 mining cost per tonne sold of US$62.2 per tonne On a FOB equivalent basis to
(unaudited) Realised Met Coal Price [(2)(3)] AUS pricing, US realized prices
(US$/t) would be ~US$23/t higher [(4)]
FY2021 guidance reaffirmed at US$57 - US$59 per tonne 120.3 85.5 94.2 84.7 81.3 94.5 102.0 83.8 94.3
� Q1 2021 Adjusted EBITDA is expected to be approximately
US$7.6 million [(6)]
Australia (FOB)(2) United States (FOR) (2) Group
� Net debt position was US$290 million as of March 31, 2021, compared to US$282 million at December 31, 2020 and US$437 Q1 2020 Q4 2020 Q1 2021 lower sales volumes and higher Costs has been impacted by
million at March 31, 2020 Mining Costs [(3)] FX on AUD denominated costs
� Q1 2021 capital expenditure of US$22.6 million, down 45% (US$/t) in the Australian operations
compared to Q1 2020 (US$41.4 million) and down 41% compared
to Q4 2020 (US$38.6 million) 56.8 54.5 62.2
� On 6 January 2021 the Company successfully completed the sale Q1 2020 Q4 2020 Q1 2021
and leaseback of selected Heavy Mining Equipment assets from the Curragh mine which generated US$23.3 million (A$30.2 Tonnes sold 4.5Mt 4.9Mt 4.4Mt
million) Average FX [(5)] 65.8c 73.0c 77.3c
Notes: Figures may not sum up to total figures due to rounding. (1) Financial data for Q1 2021 presented on this slide reflects our preliminary estimated financial results for the three months ended March 31, 2021, based upon information available to us as of the date hereof. Ernst & Young has
not reviewed, compiled or performed any procedures with respect to such preliminary data. The data are not a comprehensive statement of our results for this period, and our actual results may differ materially from this preliminary estimated data. Our actual results remain subject to the
completion of our financial closing processes as well as the completion and preparation of our consolidated financial statements as of and for the three months ended March 31, 2021. Additional adjustments to this preliminary data may be identified in the course of preparation and review of our
financial statements, and our final results for the period may vary from these preliminary estimates. This preliminary estimated data should not be considered a substitute for the financial statements to be prepared in accordance with U.S. GAAP. Accordingly, you should not place undue reliance
on this preliminary data. (2) Free-On-Board (FOB) has the customer paying for transportation starting from the outbound shipping port; Free-On-Rail (FOR) has the customer arranging for and incurring the cost of transportation to their facility from the mine. (3) Realized met coal price and Mining Costs are non-GAAP financial measures. See Appendix D for a reconciliation of each to the closest comparable U.S. GAAP measure. (4) Estimated based on April 2021 posted rail freight and port costs, which are not included in U.S. segment pricing. Such rail and port 7
costs are variable and subject to change. (5) Reserve Bank of Australia’s average FX rate for AUD to USD. (6) Adjusted EBITDA = Net income + Depreciation, depletion and amortization + Interest expense, net + Other foreign exchange (losses) gains + Income tax expense + Impairment of
assets + Losses on idled assets held for sale + Provision for discounting and credit losses. Adjusted EBITDA is a non-GAAP financial measure. See Appendix D for reconciliation of adjusted EBITDA to the closest possible GAAP measure.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Coronado Successfully Managed through COVID-19 and the Market Downturn in 2020
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COVID-19 and the Market Downturn in 2020 Legend: COVID-19 initiativesOperating initiatives
Financial initiatives
COVID-19 Safety Restart US Operations 2020 Capex Review 2020 Equity Raising
Protocols x xxx xxxx
Preventative measures Buchanan and Logan 2020 capex reduced by Successfully raised
implemented across all resumed operation on 1 32% from original gross proceeds of
mines in Australia and June after being idled guidance range of US$180m to repay debt
the US to protect the on 30 March. Operating US$190 – 210m. and improve liquidity.
health of our workforce at lower levels that meet Curragh Expansion Equity raise also
domestic and export deferred until met coal increased free float and
contracts. Greenbrier prices normalize the Company was
remains idled added to the ASX300
Index in March 2021
COMPLETED COMPLETED COMPLETED COMPLETED
Bank Covenant Waiver Inventory Management Production Right Other Liquidity Levers
x x Sizing x
Agreed with SFA Inventory levels actively Production rates have Curragh Heavy Mining
lenders to waive managed to achieve been analyzed to Equipment sale and
compliance with the balance between ensure operations can leaseback completed
financial covenants until stockpiling costs and respond to the current (US$23.5m proceeds).
30 September 2021 and meeting customers’ pricing environment Further initiatives to
to release certain assets demand, as well as improve liquidity
from the existing positioning for a continue to be explored
security package recovery in met coal
prices
COMPLETED COMPLETED COMPLETED ONGOING
8
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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29 | Coronado Global Resources Inc.
Factors supporting Coronado’s liquidity in the current market
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Historical Metallurgical Coal Australian FOB prices vs. US FOB prices
US coking coal prices continue to trade at a 250(US$/t)
premium to Australian coking coal prices
• Currently ~US$56/t above Australian FOB prices [(1)]
Low Vol HCC FOB
USEC currently trading
Reduction in Stanwell Rebate at a ~52% premium to
PLV HCC FOB AUS [(1)]
• Stanwell Rebate forecast to decrease from US$103m in 2020 by
~49% [(2)]
$162/t
Sale of non-core assets 150
• Sale of Greenbrier and Amonate being progressed
• Sale and leaseback of Curragh housing being progressed
$107/t
Transformation of Curragh
• Review of Curragh’s operational efficiency is underway, including a
procurement transformation
50
Focus on capex reductions in 2021
• Coronado is able to flex capex spend down to US$120m in 2021 if
required PLV HCC FOB Australia(3) Low Vol HCC FOB USEC(4)
Notes: (1) Based on premium of the Low Vol HCC FOB USEC price to PLV HCC FOB Australia price as at 30 April 2021. (2) Decrease in Stanwell Rebate due to rolling coal price. Reduction in rebate calculated from Q1 2020 to Q1 2021 (Q1 2021 results are unaudited). (3) Queensland HCC
Benchmark as at 30 April 2021. (4) US HR Premium Low Vol as at 30 April 2021. 9
Mar-20 Jun-20 Sep-20 Dec-20 Mar-21
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Section 2
Equity Raising and
Refinancing Overview
10
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 30
Refinancing to put in place a more Appropriate and Flexible Capital Structure
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� Coronado is undertaking a proposed
refinancing comprising three coordinated
transactions: Asset Based Loan Initial amount of US$100m Asset Based Revolving
Asset Based Loan (“ ABL ”); Credit Facility [(2)]
US$350m 5 year Senior Secured 1 [st] Lien
Notes Offering (“ Notes Offering ”); and See page 19 for further details
Underwritten [(1)] Entitlement Offer.
� Coronado expects to enter into (a) a Purchase
Agreement for the Notes Offering and (b) an
ABL in an initial amount of US$100m [(2)] Notes Offering US$350m 5 Year Senior Secured 1 [st] Lien Notes [(2)]
The closing of the Notes Offering is
conditioned on Coronado entering into an See page 20 for further details
Underwriting Agreement for the Entitlement
Offer and concurrent closing of the ABL
The closing of the Notes Offering is
expected to occur prior to closing of the US$100m / A$132m [(4)] Underwritten [(1)] Entitlement
Entitlement Offer, with proceeds therefrom placed in escrow [(3)] until the closing of the Equity Raising Offer
Entitlement Offer
� Following completion of the proposed See page 16 for further details
refinancing, the Syndicated Facility Agreement
(“ SFA ”) will be repaid in full and terminated
� The proposed refinancing and termination of the SFA will achieve a capital structure for the Syndicated SFA will be repaid in full and terminated following the
Company that is expected to be flexible through Facility Agreement successful completion of the proposed refinancing
market cycles
Notes: (1) Refer to footnote on page 3 of this presentation. (2) Coronado expects to enter into a Purchase Agreement for an offering of US$350m of 1st Lien 5 Year Senior Secured Notes and expects to enter into a syndicated facility agreement and related
documents with respect to an initial amount of US$100m Asset Based Revolving Credit Facility. Refer to page 19 for information regarding the terms and conditions of the proposed US$100m Asset Based Revolving Credit Facility, including regarding availability and
relevant covenants, and page 20 for information regarding the terms and conditions of the proposed US$350m of 1st Lien 5 Year Senior Secured Notes, including regarding availability and relevant covenants. Refer to section 1.43 of Appendix A regarding the position if the ABL is not entered into, and associated termination events under the Underwriting Agreement for the Entitlement Offer. Refer generally to sections 1.43 to 1.48 inclusive for risks related to Coronado’s financing arrangements. (3) The release of the escrow 11
proceeds will be subject to certain conditions, including the closing of the Entitlement Offer, provided that the escrow proceeds, together with the proceeds of the Entitlement Offer are used for terminating the SFA, including replacement of bank guarantees and letters
of credit issued thereunder. (4) Based on exchange rate of US$0.76 per A$1.00.
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Key Transaction Highlights
SFA covenants removed and new
1 Increases financial flexibility facilities have no periodic
financial maintenance covenants [(1)]
Maturity Profile (years)(2)
4.6
2 Extends maturity profile 1.8
Current Pro-Forma
Senior Secured Notes Offering
3 Diversifies sources of financing financing market with a deep pool provides access to a new flexible ABL provides access to a readily available line of funds
of investors
Liquidity (US$m) [(3)(4)] Total Debt (US$m) [(4)(5)]
4 Maintains sufficient liquidity for the business and reduces debt levels 193 183 328475 Debt capacityDrawn debt 350450 Debt capacityDrawn debt
Current Pro-Forma Current Pro-Forma
Notes: (1) Refer to page 20 for details on the terms for the proposed Senior Secured Notes and page 19 for the terms on the proposed ABL, including availability and relevant covenants. (2) Current maturity represents maturity of the SFA which matures in February
debt are as of 31 December 2020. Pro forma liquidity and total debt are as of 31 December 2020 adjusted for the refinancing transaction, and assumes US$100m of ABL borrowing base. ABL borrowing base is subject to typical Fixed Charge Covenant if availability is 2023; Pro-forma maturity represents the average maturity of the proposed Senior Secured Notes (5 years) and the Asset Based Loan (3 years), based on the respective size of each. (3) Based on exchange rate of US$0.76 per A$1.00. (4) Current liquidity and total 12
below a certain level. (5) Current debt capacity reflects US$475m of capacity under the SFA after step-downs; current size is US$525m with step-downs to US$500m in May 2021 and US$475m in August 2021. The availability to fully draw down under the SFA is
subject to a modified liquidity buffer of US$50m, leading to a review event process if amounts within this buffer are drawn down during the extended waiver period (i.e. before September 30, 2021).
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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31 | Coronado Global Resources Inc.
Sources & Uses and Capital Structure
| Liquidity Capital Structure � r |
Sources US$m(1) A$m(1) Proceeds from new equity offering(2) 100 132 Proceeds from newUS$350m Senior Secured 1st lien notes 350 461 Total sources 450 592 |
HE UNITED STATES OR TO US PERSONS 13 Uses US$m(1) A$m(1) Repay SFA balance(3) 328 431 Cash and restricted cash to balance sheet(4) 108 141 Transaction fees and expenses 15 20 Total uses 450 592 uity offering terms. (3) Balance as of December 31, 2020. (4) Includes US$70 million restricted cash used to cash collateralize Credit Support t capitalization as of 30 April 2021. (7) Calculated as net debt plus market capitalization. (8) Assuming US$475m of capacity after step-downs; y draw down under the SFA is subject to a modified liquidity buffer of US$50m, leading to a review event process if amounts within this buffer are ng base. ABL availability would be subject to minimum fixed charge coverage ratio if availability is below certain levels or an event of default of 31/12/20 Impact of transaction Pro-Forma 328 (328) - - - - - 350 350 328 22 350 (46) (108) (153) 282 (85) 197 626(6) 100 726 908 923 46 108 153 - (70) (70) 147(8) (147) - - 100(9) 100(9) 193 (10) 183 eivables from Xcoal Energy and Resources LLC (“Xcoal”)reducing the amount of ive all outstanding receivables amounts from Xcoal by September 30, 2021 |
|---|---|---|
| US$m(1) As |
||
| Multicurrency Revolving SFA | ||
| New US$100m ABL | ||
| New US$350m Senior Secured 1st Lien Notes | ||
| Total debt | ||
| Less: Cash and Restricted Cash(4) | ||
| Net Debt(5) | ||
| Market Capitalization | ||
| Enterprise Value(7) | ||
| Cash and Restricted Cash | ||
| Cash used to collateralize the Credit Support Facility | ||
| SFA (Available) | ||
| New US$100m ABL Facility | ||
| Total Liquidity | ||
| NOT FOR DISTRIBUTION OR RELEASE IN T Notes: Sums may not tie due to rounding. (1) Based on exchange rate of US$0.76 per A$1.00. (2) Refer to page 16 for eq Facility. (5) Net debt represents total interest bearing borrowings less cash and restricted cash. (6) Share price and marke current size is US$525m with step-downs to US$500m in May 2021 and US$475m in August 2021. The availability to full drawn down during the extended waiver period (i.e. before September 30, 2021). (9) Assuming US$100m of ABL borrowi occurs. Subsequent to December 31, 2020, the Company collected US$27.4 million of past due rec eceivables outstanding to US$57.8 million as of March 31, 2021; Coronado expects to rece |
Refinancing Timetable
� Coronado expects to enter into a Purchase Agreement for an offering of US$350m of 5 year Senior Secured 1[st] Lien Notes and expects to enter into an ABL with an initial amount of US$100m – refer to page 11 for further detail[(1)]
| Event | Date(2) | |
|---|---|---|
| Tradinghalt | Thursday, 29 April 2021 | |
| Senior Secured Notes Offeringannounced | Thursday, 29 April 2021 | |
| Announce Entitlement Offer | Tuesday, 4 May2021 | |
| Institutional Entitlement Offer opens | Tuesday, 4 May2021 | |
| Senior Secured Notes Offering priced | Wednesday, 5 May2021 | |
| Institutional Entitlement Offer closes | Wednesday, 5 May2021 | |
| Announce results of Institutional Entitlement Offer | Thursday, 6 May2021 | |
| Tradinghalt lifted and CDIs recommence trading | Thursday, 6 May2021 | |
| Entitlement Offer record date | 7:00pm(AEST), Thursday, 6 May2021 | |
| Retail Entitlement Offer opens and Retail Offer Booklet despatched | Tuesday, 11 May2021 | |
| Entryinto ABL and closingof Senior Secured Notes Offering (in escrow(3)) | Wednesday, 12 May2021 | |
| Settlement of New CDIs issued under the Institutional Entitlement Offer | Thursday, 13 May2021 | |
| Allotment and commencement of tradingof New CDIs under the Institutional Entitlement Offer | Friday, 14 May2021 | |
| Retail Entitlement Offer closes | 5:00pm(AEST), Tuesday, 25 May2021 | |
| Announce results of Retail Entitlement Offer | Friday, 28 May2021 | |
| Settlement of New CDIs issued under the Retail Entitlement Offer | Monday, 31 May2021 | |
| Allotment of New CDIs under the Retail Entitlement Offer | Tuesday, 1 June 2021 | |
| Commencement of tradingof New CDIs issued under the Retail Entitlement Offer | Wednesday, 2 June 2021 | |
| Holdingstatements in respect of New CDIs issued under the Retail Entitlement Offer despatched | Thursday, 3 June 2021 | |
| Senior Secured Notes Offering event | Entitlement Offer event | |
| Notes: (1) Coronado expects to enter into a Purchase Agreement with respect to US$350m of 1st Lien 5 Year Senior Secured Notes and expects to enter into a syndicated facility agreement and related documents with respect to the US$100m | ||
| Asset Based Revolving Credit Facility. Refer to page 19 for information regarding the terms and conditions of the proposed US$100m Asset Based Revolving Credit Facility, including regarding availability and relevant covenants, and page 20 for | ||
| information regarding the terms and conditions of the proposed US$350m of 1st Lien 5 Year Senior Secured Notes, including regarding availability and relevant covenants. Refer to section 1.43 of Appendix A regarding the position if the ABL is | ||
| not entered into, and associated termination events under the Underwriting Agreement for the Entitlement Offer. Refer generally to sections 1.43 to 1.48inclusive for risks related to Coronado’s financing arrangements.(2) The timetable (and each reference in this presentation to a date specified in the timetable) is indicative only and the Company may, at its discretion, vary any of the above dates by lodging a revised timetable with the ASX. All times referred to in this presentation |
14 | |
| are AEST. (3) The release of the escrow proceeds will be subject to certain conditions, including the closing of the Entitlement Offer, provided that the escrow proceeds, together with the proceeds of the Entitlement Offer are used for terminating | ||
| the SFA, including replacement of bank guarantees and letters of credit issues thereunder. |
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Retail Entitlement Offer | 32
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Section 2.A.
Equity Raising Overview
15
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Equity Raising Terms
A$132 / US$100 Million[(2)] Underwritten[(1)] Entitlement Offer
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• Underwritten [(1)] 1 for 4.73 pro-rata accelerated non-renounceable Entitlement Offer (“ Offer ” or “ Entitlement Offer ”) at A$0.45 per New Chess Depositary
Offer Size and Interest (“ CDI ”) to raise A$132 million / US$100 million [(2)]
Structure
• 292.6 million new CDIs being issued in total, equivalent to 21.1% of Coronado’s common stock as represented by CDIs on issue (“ New CDIs ”)
• The Entitlement Offer will be conducted at A$0.45 per New CDI (“ Offer Price ”), representing a:
Offer Price • 24.4% discount to the last traded price of A$0.595 on Wednesday, 28 April 2021; and
• 21.0% discount to the Theoretical Ex-Rights Price (“ TERP ”) [(3) ] of $0.57 per CDI
• Eligible institutional securityholders will be invited to take up their entitlements in an accelerated Institutional Offer
Entitlement Offer
• Eligible retail securityholders in Australia and New Zealand will be invited to take up their entitlements in a separate Retail Offer
Use of Proceeds • guarantees and paying costs)Repay drawn balances from the Syndicated Facilities Agreement (“ SFA ”) and support liquidity on the balance sheet (as well as cash collateralising
Commitment of EMG (majority securityholder) • controlling interest in CoronadoThe Energy and Minerals Group (“ [(4)] EMG ”), Coronado’s current 55.9% securityholder has committed to participating in the Entitlement Offer to maintain a
Ranking • New CDIs issued under the Entitlement Offer will rank equally with existing fully paid CDIs from the date of issue
Underwriting • The Entitlement Offer is underwritten [(1)] by the Joint Lead Managers and Bookrunners
Notes: (1) Refer to footnote on page 3 of this Presentation. (2) Based on exchange rate of US$0.76 per A$1.00. (3) TERP is the theoretical ex-rights price at which New CDIs should trade immediately after the ex-date for
the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which New CDIs trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equal TERP. (4)
EMG, Coronado’s current 55.9% securityholder, has committed to the Company to subscribe for at least 66,822,279 CDIs to maintain a controlling interest in Coronado. EMG and certain of its affiliates have also indicated 16
that they may participate in the Notes Offering, and the Company has obtained a waiver from ASX to allow that to occur. Further details of any such participation and of the waiver will be provided if such participation
occurs.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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33 | Coronado Global Resources Inc.
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Section 2.B.
New Debt Facilities
17
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Debt Facilities Overview
New debt facilities to put in place a more appropriate and flexible capital structure
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� Proposed refinancing involves two Current Pro-Forma [(4)]
debt facilities, comprising Senior
Secured Notes and an ABL Facilities • Multicurrency SFA, incorporating a bank guarantee facility • ABL
– Senior Secured Notes provides a and a revolving credit facility • Senior Secured Notes
long term source of financing with no financial maintenance covenants Facility size • SFA: US$475m [(1)] •• ABL: Senior Secured 1 Initial US$100m [st] Lien Notes: [(3)] US$350m
– ABL facilities are a common form • ABL: The earlier of 3 years or 91 days prior to the maturity
of financing in the US market and Maturity Profile • SFA: 1.8 years [(2)] of certain other material indebtedness of the Company
provide a readily available line of funds for working capital and • Senior Secured Notes: 5 years
general corporate purposes • ABL: A perfected first priority security interest in
� The Company will also be entering into a US$70 million bank guarantee, letter of credit and Security arrangements • SFA: tenements held by CoronadoSecured against real property assets and mining interest in all other assets substantially all working capital assets of the Borrower(s) and Guarantors, including receivables and inventory (the “ ABL Priority Collateral ”), and a second priority security
performance guarantee facility, which will be cash collateralized, and • Senior Secured Notes: assets that constitute Notes Priority Collateral and on a Secured on a first-priority basis on
under which the bank guarantees second-priority basis on the ABL Priority Collateral
and letters of credit under the SFA
will be replaced • ABL: Substantially same covenants as the Senior Secured
Notes plus springing minimum fixed charge coverage ratio of
� The proposed refinancing is • Net debt to EBITDA ratio 1.0x during a Liquidity Period
expected to provide a more flexible and robust capital structure whilst also diversifying the Company’s Key covenants •• Gearing ratioInterest cover ratio � Senior Secured Notes: including but not limited to, limitations on investments, liens, indebtedness, asset sales, transactions with affiliates, and Customary for high yield bonds,
sources of financing and maintaining restricted payments, including payment of dividends on
sufficient liquidity capital stock
Bonding • Bank guarantee provided as security • Cash collateralized
US$50m, leading to a review event process if amounts within this buffer are draw down during the extended waiver period (i.e. before September 30, 2021). (2) Matures February 2023. (3) Assuming US$100m of ABL borrowing base. ABL borrowing base is subject to Notes: (1) Reflects US$475m of capacity under the SFA after step-downs; current size is US$525m with step-downs to US$500m in May 2021 and US$475m in August 2021. The availability to fully draw down under the SFA is subject to a modified liquidity buffer of 18
typical Fixed Charge Covenant if availability is below a certain level. (4) Refer to page 20 for details, terms and conditions for the proposed Senior Secured Notes Offering and page 19 for the terms and conditions for the proposed ABL, including availability and
relevant covenants.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 34
Asset Based Loan Terms
US$100 Million Global Asset Based Revolving Credit Facility
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Borrower(s): � Coronado Coal Corporation, and Coronado Finance Pty Ltd
Facility: � Initial $100 million Global Asset Based Revolving Credit Facility
LC Sublimit: � To be agreed, and including a cash collateralized LC component
Swingline Sublimit � To be agreed
Maturity: � 3 years from closing, springing to 91 days before maturity of certain other material debt of the Company
Security: � A perfected first priority security interest in substantially all current assets of the Borrower(s) and Guarantors, including receivables and inventory, and a second priority security interest in substantially all other assets
� U.S. and Australia ABL Borrowing Base equal to the sum of:
i. 100% of qualified cash in a deposit account maintained at the administrative agent and subject to a first priority lien in favor of the administrative agent; plus
ii. 85% of eligible billed receivables (or to the extent such eligible billed receivables are supported by acceptable credit support, 90%); plus
Borrowing Base: iii. 75% of eligible unbilled receivables (capped at the lesser of (i) a dollar amount to be agreed and (ii) 50% of total eligible receivables in the Borrowing Base); plus
iv. the lesser of (i) 85% of the lower of cost and market value of eligible inventory and (ii) 85% of the NOLV of eligible inventory (capped at 50% of the aggregate Borrowing Base in effect at such time); plus
v. 85% of the NOLV of eligible supplies inventory (capped at 7.5% of the aggregate Borrowing Base in effect at such time); less
vi. Customary reserves including Australia specific preference reserves
Drawn Pricing: � L + 200 – 250 bps, based on a grid tied to excess availability
Undrawn Pricing: � 50 bps
LIBOR Floor: � 25 bps
� A period commencing on the day when:
Liquidity Period: i.ii. Any event of default shall have occurred and be continuing; and Availability is less than the greater of (i) $17.5 million and (ii) 17.5% of the maximum revolving credit for 5 consecutive business days; or
iii. Availability is less than the greater of (i) $15 million and (ii) 15% of the maximum revolving credit on any business day
Financial Covenant: � Springing minimum fixed charge coverage ratio of 1.0x during a Liquidity Period
Cash Dominion: � Springing during a Liquidity Period
Collateral Reporting: �� Two field exams and inventory appraisals per year, with one additional of each permitted during a Liquidity PeriodMonthly Borrowing Base certificates, springing to weekly during a Liquidity Period
Negative Covenants: � Usual and customary for financings of this type to include dispositions, investments (permitted acquisitions) and restricted payments, including dividends, subject to Payment Conditions
� With respect to indebtedness, investments (including permitted acquisitions) and restricted payments (such transaction, a “ Permitted Transaction ”):
i. Certain defaults or any event of default has occurred or was continuing in the 30 day period immediately preceding the Permitted Transaction; and
Payment conditions ii. No Liquidity Period is in effect at the time of the Permitted Transaction; and
iii. The Borrowers shall have complied with either (A) Pro Forma Availability immediately after giving effect to the Permitted Transaction and for 30 days preceding the Permitted Transaction shall be, in each case, greater than the
greater of (i) $25 million and (ii) 25% of the maximum revolving credit; or (B) (x) Pro Forma Availability immediately after giving effect to the Permitted Transaction and for 30 days preceding the Permitted Transaction shall be, in
each case, greater than the greater of (i) $20 million and (ii) 20% of the maximum revolving credit and (y) the FCCR on a pro forma basis for the Permitted Transaction is at least 1.0x
19
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Senior Secured Notes Terms
US$350 Million Senior Secured 1[st] Lien Notes
| Issuer: | � | Coronado Finance Pty Ltd | |
|---|---|---|---|
| Issue Type: | � | Senior Secured 1st Lien Notes | |
| Distribution: | � | 144A / Regulation S for life | |
| Security | � | Secured on a first-priority basis on US and Australia assets that constitute Notes Priority Collateral and on a second-priority basis on the ABL Priority Collateral |
|
| Equity claw: | � | For first 2 years, up to 40% of the notes may be redeemed at par + coupon with the proceeds of an equity issuance | |
| � | Together with proceeds of Equity Offering, (1) repayment of all outstanding obligations under SFA, (2) cash collateralization of Credit Support Facility which | ||
| Use of Proceeds: | will be used to replace and/or provide back-to-back support for bank guarantees that are outstanding under SFA, (3) payment of discounts, fees and | ||
| expenses related to the notes offering, Equity Offering and ABL and (4) funding working capital and other general corporate needs | |||
| Amount: | � | US$350m | |
| Tenor: | � | 5 years | |
| Call Protection: | � | NC2; first call at 50% of coupon, declining ratably to par | |
| � | Special redemption of up to 10% of the notes during any 12 month period for the first 2 years at 103.00% | ||
| Change of Control: | � | 101% of principal plus accrued unpaid interest | |
| Covenants: | � | Customary for high yield bonds, including but not limited to, limitations on investments, liens, indebtedness, asset sales, transactions with affiliates, and restricted payments, including payment of dividends on capital stock |
|
| 20 |
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35 | Coronado Global Resources Inc.
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Section 3
Key Investment
Highlights
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Key Investment Highlights
Coronado following the refinancing transactions
Equity offer provides the opportunity to invest in a company which..
1 Is the largest independent producer of steel making coal globally Has low operating costs and stay-in-business capital requirements. Coronado has already 2 implemented several efficiency / liquidity initiatives in 2020 / 2021 in response to COVID-19 and the material downturn in Metallurgical coal prices Following the refinancing, Coronado will have appropriate credit metrics and tenor in its capital 3 structure, as well as the flexibility of “incurrence-based” debt covenants, as opposed to the present SFA “maintenance-based” covenants Offers material exposure to Metallurgical coal pricing reverting to long term averages (~US$160/t) from 4 today’s spot price of ~US$107/t.[(1)] A ~US$10/t uplift in the Australian coking coal price could contribute ~US$100m to annual adjusted EBITDA[(2)(3)]
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Notes: (1) Spot price as at 30 April 2021. (2) Benchmark price uplift refers to a US$10/t increase in the average benchmark price for FY2021 relative to same for FY2020; calculation based on CY20 met coal sales volumes (14.5mt) and assumed met coal price realization of 70%. Assumed met coal price realization is consistent with CY20A (73%), CY19A (73%) and CY18A (64%); met coal price realization is calculated as annual reported average met coal realized price divided by 22 average HCC benchmark price for the year. (3) Adjusted EBITDA = Net income + Depreciation, depletion and amortization + Interest expense, net + Other foreign exchange (losses) gains + Income tax expense + Impairment of assets + Losses on idled assets held for sale + Provision for discounting and credit losses. Adjusted EBITDA is a non-GAAP financial measure. See Appendix D for reconciliation of adjusted EBITDA to the closest possible GAAP measure. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Retail Entitlement Offer | 36
Coronado is a Leading Diversified, Large Scale Producer of Metallurgical Coal
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� Listed on the ASX (ASX:CRN) in 2018 One of the largest metallurgical coal producers globally
� US-incorporated company with SEC reporting obligations 2020 Saleable metallurgical coal production [(1)] (Mt)
� Metallurgical coal focused producer with a portfolio of high-quality, 62
long-life assets in Australia and US, supplying a broad range of
metallurgical coal products to a diverse set of customers globally
located primarily in high growth Asian markets
� Flexible, low cost operations with demonstrated track record of 22
producing profitable tonnes through-the-cycle 17
� Strong support from majority shareholder, The Energy & Minerals 14
Group (“EMG”), who currently [(2)] owns 55.9% of the Company 12
� Highly experienced Board and Management across all aspects of 9 9
the coal value chain 6
5
� Acted swiftly and decisively in response to COVID-19
� Strong commitment to safety, environment and governance
BMA Teck Anglo Glencore BMC Yancoal Arch Peabody
American
Source: Public filings, Wood Mackenzie. Notes: (1) Public filings for all companies; 2020 saleable metallurgical coal production values are calculated on equity interest attributable; BMA and BMC values are calendarised to December year end; Arch value is 2020
metallurgical coal sales volume; Yancoal value is based on Wood Mackenzie estimates as filings combine thermal and met assets. (2) As of April 1, 2021. 23
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Well Positioned on Met Coal Cost Curve
Ability to generate Adj. EBITDA[(1)] and potential FCF through the coal price cycle underpinned by competitive cost positions
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� Competitively positioned on the global Competitively positioned on Australian met coal Buchanan is one of the lowest cash cost
seaborne metallurgical coal cost curve cost curve [(2),(3)] metallurgical mines in the US [(2),(3),(5)]
� Ability to generate Adj. EBITDA [(1)] (US$/ FOR t) (US$/ FOR t)
through the cycle (various levers at 200 200
disposal if required at bottom of cycle):
– Production right sizing
– Other liquidity levers 160 CRN Australia realized Met Coal Price (FY18) [(4)] : US$155.7/t 160
CRN Australia realized Met Coal Price (FY19): US$140.4/t
� Strong history of cash generation and
minimal stay-in-business requirements 120 120 CRN US realized Met Coal Price (FY19): US$111.3/t
CRN Australia realized Met Coal Price (FY20): US$94.4/t CRN US realized Met Coal Price (FY18): US$107.0/t
CRN US realized Met Coal Price (FY20): US$84.4/t
80 80
40 40
0 0
0% 25% 50% 75% 100% 0% 25% 50% 75% 100%
Cumulative met production (%) Cumulative met production (%)
Source: Public filings, Wood Mackenzie. Notes: (1) Adjusted EBITDA = Net income + Depreciation, depletion and amortization + Interest expense, net + Other foreign exchange (losses) gains + Income tax expense + Impairment of assets + Losses on idled assets
held for sale + Provision for discounting and credit losses. Adjusted EBITDA is a non-GAAP financial measure. See Appendix D for a reconciliation of each to the closest comparable U.S. GAAP measure. (2) Wood Mackenzie, Coal Cost Service, Feb 2021. Mining
costs per tonne calculated as Direct Mining costs plus coal preparation costs plus overhead. (3) Mining costs per tonne basis as of December 31, 2020 calculated as cost of coal revenues divided by total sales volume, the measure is based on reported cost of coal 24
revenues, exclusive of freight expense, Stanwell rebate, other royalties, depreciation, depletion and amortization and selling, general and administrative expenses, adjusted for other items that do not relate directly to the costs incurred to produce coal at mine. Mining
cost per tonne is a non-GAAP financial measure. See Appendix D for a reconciliation to the closest comparable U.S. GAAP measure. (4) FY2018 results reported from March 29, 2018 include the results from the Curragh mine, which was acquired on March 29,
2018. (5) US Appalachia met coal seabourne export cost curve from Wood Mackenzie. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Curragh
Buchanan
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37 | Coronado Global Resources Inc.
Track Record of Solid Operational Performance[(1)]
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Run-of-Mine (ROM) production Export ratio (sales volume %)
(Mt)
FY2018 [(1)] FY2019 FY2020
30.8
27.2 25.2 30% 24% 25%
11.9 16.4 14.7 15.3 14.4 10.5
70% 76% 75%
Australia United States Group
FY2018 (1) FY2019 FY2020 Export Domestic
Saleable production Revenue split [(2)]
(Mt)
FY2018 [(1)] FY2019 FY2020
20.2 7% 7% 8%
17.3 17.0
12.5 12.0
9.3 8.0 7.7
5.1
93% 93% 92%
Australia United States Group
FY2018 (1) FY2019 FY2020 Metallurgical Thermal
Notes: (1) FY2018 results reported from March 29, 2018 include the results from the Curragh mine, which was acquired on March 29, 2018 and not pro forma for full year. (2) Calculated as metallurgical coal revenues divided by total coal revenues.
25
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History of Generating Positive Adj. EBITDA[(3)] through-the-cycle with strong leverage to met coal prices
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Revenue Mining Costs [(2) (4)]
(US$m) (US$/t)
1,981 2,216 1,462 56.8 55.6
51.8
FY2018 (1) FY2019 FY2020 FY2018 (1) FY2019 FY2020
Realized met Operating Costs
coal price $139/t $129/t $91/t (US$/t) [(5)] $81/t $78/t $77/t
(US$/t) [(4)]
Adj. EBITDA [(3)(4)] Capital Expenditures
(US$m) (US$m)
634 183
477 115 124
54
FY2018 (1) FY2019 FY2020 FY2018 (1) FY2019 FY2020 (6)
Notes: (1) FY2018 results reported from March 29, 2018 include the results from the Curragh mine, which was acquired on March 29, 2018 and not pro forma for full year. (2) Cost of coal revenues are exclusive of freight expense, Stanwell rebate, other royalties,
depreciation, depletion and amortization and selling, general and administrative expenses, adjusted for other items that do not relate directly to the costs incurred to produce coal at mine. (3) Adjusted EBITDA = Net income + Depreciation, depletion and amortization + Interest expense, net + Other foreign exchange (losses) gains + Income tax expense + Impairment of assets + Losses on idled assets held for sale + Provision for discounting and credit losses. (4) Adjusted EBITDA, Realized met coal price and Mining Costs non- 26
GAAP financial measures. See Appendix D for a reconciliation of each to the closest comparable U.S. GAAP measure. (5) Operating costs per tonne = Total costs & expenses less selling, general and administrative expenses less depreciation, depletion and
amortization, divided by total sales volume (inclusive of purchased coal). (6) Includes US$6m of accruals for capital expenditures for the year ended December 31, 2020.
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Retail Entitlement Offer | 38
Refinancing to Secure a More Appropriate and Flexible Capital Structure[(1)]
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� Flexible balance sheet SFA covenants removed and new facilities have no periodic financial maintenance covenants [(2)(3)]
Pro-Forma Debt Maturity Profile (US$m)
350
� No near term debt maturities [(4)] 100 Drawn2021
Undrawn2024
2021 2022 2023 2024 2025 2026
Pro-Forma Liquidity (US$m)
Sufficient liquidity position to 183
� 100
support operations 83
Cash + Cash Equivalent (5) Undrawn ABL(3) Total Liquidity
Notes: (1) Details on this page refer to Coronado’s capital structure pro-forma for the proposed Equity Raising and Refinancing. (2) Refer to page 20 for details, terms and conditions for the proposed Senior Secured Notes Offering and page 19 for the terms and 27
conditions for the proposed ABL, including availability and relevant covenants. (3) Pro forma information assumes US$100m of ABL borrowing base. ABL borrowing base is subject to typical Fixed Charge Covenant if availability is below a certain level. (4) Bank
guarantee facility due to mature in February 2023. (5) Cash and Cash Equivalents is shown net of the cash that will be used to collateralize the existing bank guarantees.
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Operations diversified across (A) geography, (B) metallurgical coal products offering and (C) customers
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� Geographically diverse asset Geography Metallurgical coal product offering
base located near key rail and
port infrastructure, providing Key export destinations Australia [(1),(2)] US [(3)]
access to both domestic and
seaborne markets
16% 3%
� Broad range of metallurgical 30%
coal products and a well 52%
established brand that is highly 32%
valued for its attractive coke- 67%
making characteristics
� Diverse, high-quality customer Low Vol (67%)
base, across a range of global HCC (52%) PCI (32%) High Vol (30%)
markets Europe SCC (16%) Mid Vol (3%)
� Currently selling into China at US China South KoreaJapan Customers – direct sales [(4)]
favourable pricing out of the US India
7%
15% Asia (58%)
Americas (20%)
Brazil
20% 58% Europe (15%)
Australia (7%)
Notes: (1) Based on FY20 export metallurgical coal sales mix. (2) Hard Coking Coal (HCC), Semi Coking Coals (SCC), Pulverised Coal Injection (PCI). (3) Based on FY20 metallurgical production mix. (4) The chart presents 2020 revenues split by geographic region.
Other than direct customer sales shown on the chart, brokered sales (Xcoal Energy & Resources) accounts for 14% of the Company’s total revenue. 28
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39 | Coronado Global Resources Inc.
Positive Metallurgical Coal Outlook
Forecast demand for seaborne metallurgical coal is underpinned by the growth of India’s blast furnace production over the next decade
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Metallurgical Coal Supply (Mt) Metallurgical Coal Demand (Mt)
India’s seaborne metallurgical coal demand is
forecasted to grow at CAGR 4.9% from 2021
+13% to 2030. This is supported by blast furnace
production expected to increase from ~51Mt
in 2021 to ~99Mt in 2030. Increased demand
340 340 from India will assist in balancing the
Other 30012 1960 300 74 Australian coking coal price reliance on China
MozambiqueCanadaRussia 31 40 5 32 35 4 GermanyBrazilOther 15 62 13 18 13 Australia is expected to continue to be the dominant producer in the supply of seaborne metallurgical coal. Supply is forecasted to increase from 175Mt in 2020 to 190Mt
US 37 India 56 86 +52% in 2030. Expected production growth is
supported by a combination of brownfield
expansion and greenfield development
China 54 53
Australia 175 190 Growth in supply critical to meeting expected
demand growth is likely to be impacted by
JKT 100 96 three core issues:
1) access to financing for greenfield
developments
2021 2030 2021 2030 2) permitting of projects 3) need for high-quality steel for infrastructure
Source: Woodmac December H2 2020 long term forecast.
29
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Significant Potential EBITDA Generation as Met Coal Prices Recover
A US$10/t HCC benchmark price uplift could contribute ~US$100 million to annual Adj. EBITDA[(1)(4)]
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Prices >US$200/t
� In 2020 metallurgical coal Historical Metallurgical Coal Benchmark Prices 29% (307 days)
prices saw a major Platts Premium LV HCC Price [(2)] (US$/t) 2018A 2019A % of period (# of days)
dislocation caused by 400 Adj. Adj. LV HCC FOB above $200/t
COVID-19 EBITDA: EBITDA: USEC currently since Jan. 1, 2017 [(3)]
� Since the beginning of the 300 $477m [(4)] $634m [(4)] $162/t [(5)]
year the Platts PLV HCC price has recovered from 200 Through-the-Cycle Average: ~$159/t Prices >US$160/t
~US$100/t to ~US$107/t, driven by increased 100 $107/t 56% (597 days)
demand, tight supply and a % of period (# of days)
trade rebalance 0 above $160/t
since Jan. 1, 2017 [(2)]
� Coronado’s operations are
positioned to capitalize on
the expected recovery of 2020 Metallurgical Pricing Breakdown 2020 Group Export Sales Mix (sales volume %)
metallurgical coal markets
� US operations, in particular 13%
Buchanan, are currently 55% 25%
selling at more favorable HCC prices into China 86% 5% Export
Domestic
40%
2%
Australian Operations US Operations 75%
Fixed Index Spot
Notes: : (1) Benchmark price uplift refers to a US$10/t increase in the average benchmark price for FY2021 relative to same for FY2020; calculation based on CY20 met coal sales volumes (14.5mt) and assumed met coal price realization of 70%. Assumed met coal
Market data as of 30 April 2021. Data prior to Jan 2016 are from Bloomberg, Data from Jan 2016 and onwards are from AME. (3) Time period from January 1, 2017 to March 30, 2021. (4) Adjusted EBITDA = Net income + Depreciation, depletion and amortization + price realization is consistent with CY20A (73%), CY19A (73%) and CY18A (64%); met coal price realization is calculated as annual reported average met coal realized price divided by average HCC benchmark price for the year. (2) Platts Premium LV HCC Price, 30
Interest expense, net + Other foreign exchange (losses) gains + Income tax expense + Impairment of assets + Losses on idled assets held for sale + Provision for discounting and credit losses. Adjusted EBITDA is a non-GAAP financial measure. See Appendix D for
reconciliation of adjusted EBITDA to the closest possible GAAP measure. (5) Current LV HCC FOB USEC price as at 30 April 2021.
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Retail Entitlement Offer | 40
Strong Commitment to Safety, Environment and Governance
Matters relating to safety, environment and governance are viewed seriously
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� Commitment to maintaining a � In the U.S., the Logan Division’s Eagle #1, Powellton 2020 Australian operations (TRIFR) [(1)] 2020 US operations (TRIR) [(2)]
healthy and safe workplace is #1 and Lower War Eagle Underground Mine have all 12.0
the number one priority achieved one year without a Lost Time Incident; 3.0
� Annual sustainability report Eagle #1 has been 519 days lost time incident free since start-up in May 2019 6.0 1.5
published to outline performance in the areas of safety and health, people, communities, environment and financial performance � the impacts of the pandemic and implemented proactive prevention measures; it has now begun to focus on vaccine implementation processesThe COVID-19 Steering Team continues to monitor 0.0Jan-19 May-19Australian Operations (TRIFR)Industry AverageSep-19 Jan-20 May-20 Sep-20 0.0Jan-19 May-19 Sep-19US Operations (TRIR)Industry AverageJan-20 May-20 Sep-20
� We are committed to 2019 Water consumption [(3)] 2019 Waste management [(3)]
operating in an ethical and � Coronado is committed to the protection and
sustainable manner and rehabilitation of land in the areas that we operate by
supporting the communities in which we operate implementing best practice environmental management policies and processes 42% 58% 32%
� To protect the health of the � Non-mineral waste streams are reviewed on a 68%
workforce, in response to regular basis to identify opportunities to minimise
COVID-19, preventative waste to landfill and increase recycling Recycled / Reclaimed Fresh Water Recycled Waste to Landfill
measures such as social
distancing and strict hygiene Employees in our local community (as of 2019) [(3)]
protocols have been
implemented across all mines
� US operations took advantage of the more favourable pricing into China by increasing sales volumes � Engagement and cooperation with the communities in which Coronado operates is a key enabler to being a safe, reliable and environmentally conscious business employees for Curragh Of our site-based have a home in 56%
directly into the country Blackwater (Curragh
during Q1 2021 operations)
Notes: (1) Total Recordable Injury Frequency Rate (TRIFR), is the number of fatalities, lost time injuries, cases or substitute work and other injuries requiring medical treatment per million man hours worked on a rolling 12 months basis. (2) Total recordable incident
rate (TRIR) It is a mathematical computation that takes into account how many OSHA recordable incidents the company has per number of hours worked on a rolling 12 months basis. (3) Latest available to date of this presentation. 31
Safety
Environment
Community
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Appendix A
Risk Factors
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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41 | Coronado Global Resources Inc.
Risk Factors
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ThisconstituteCoronadochange1 Risks relating to an investment in Coronado1.1 Impact of COVID-19of risks, some of which areThe riskssectionCoronado'sdetailedananddiscussesexhaustivethe belowpricerisk profile at any pointsomeoflistmayspecific to CoronadotheofchangeofallNewtherisksCDIs.keyafterinvolvedrisksafter the date of this Presentation and adverselyIntheparticular,associateddatewithand some of which relateofanthisinvestmentinvestorswithdocumentanyshouldininvestmentCoronado.andnoteto listed securities generally,otherthatinrisksBeforeCoronado,therelevantunprecedentedinvestingimpact the financial position andwhichto Coronadoin mayCoronado,and many of which areuncertaintiesaffectandyouthethe valueshouldNewand risksCDIsofbeprospects of CoronadoCoronado'sbeyondawarecreatedmay emergethatthe controlbysecurities.anthewhichinvestmentCOVID-19of Coronado.mayin the future.ThehaveinriskspandemicCoronadoansetadverseoutcouldhasbelowimpactamateriallynumberdo noton 1.2 Volatility of coal pricesCoronadocontracts in North America are generally basedglobalbenchmarktermprices wouldTodescribed in thisthepricesseaborneextentgeneratesindex.andhave an adversethe “Risk factors”spotmarketCOVID-19Salesrevenueindices.by the Australian Operationsis typicallypandemic section.Asimpact on its financial condition andfroma result,setthe adverselyonsaleaa significantofrollingoncoalaffectsexpectationsquarterlyandhave typically been contractedportionitsCoronado'sfinancialaverageofofCoronado'sresults of operations.the nextresultsbusinessbenchmarkyear'sarerevenueandmateriallycoalprice.resultsonpricesisanSalesexposedofannualimpactedatoperations,bythe time the contractthebasisto movementsbyU.S.and aretheit mayOperationspricesalsopricedinitcoalishavereceives.toentered into,withpricesthethereferenceexporteffectPricesand anyrenewed,ofmarketandto benchmarkheighteningweakeningquantitiesareextended ortypicallytheinindicesundermetallurgicalmaterialitypricedre-opened.metallurgicalor bilaterally negotiatedwithoforthereferencePricing in thethermalothercoal salesriskscoalto a
restrictions have caused disruptionsmovementtravellingrecommendationsThewill continueongoingoverseasandtoCOVID-19publicbe introducedadverselyor acrossgatheringspandemicbordersaffectedby andgovernmentshasto mining operations(includingthebyhadtheimplementationa significantglobalininterstate),theoutbreakcountriesimpact(including Coronado'sofandsocialofonordersCOVID-19inthedistancingwhichAustralianfor allCoronadoandnon-essentialprotocols,operations),theandimpactoperatesglobalordersbusinessesmanufacturingmayeconomyandforberesidentsCoronado'smaterial.andto close,operationsthetoTheabilitystayincludingcustomerspandemicofatandbusinesseshomesupply chains aroundcertainandcontinueswithsuppliersmineatolimitedoperate.sites,to evolvearerangefactoriesCoronado'slocated,the world.rapidly,of exceptions,andsuchasofficebusinessdoastheshutdowns.ordersordersmeasureshas restrictingrestrictingbeenTheseandand Theconditions,users;technologicaldomesticcoal mining industry,expectationweatherandincludingadvancesforeignconditionsof futuretheincluding regulationsgovernmentalaffectingsupplypricesin Coronado'soffortheandpolicy,coalsteeldemanddependsmarketsand measures introducedlawsproductionforandthatupondomesticregulations,affectprocessmanyandthefactorsand/orincludingforeignabilityin response to the COVID-19 pandemic.beyondenergytocoal,theproducecokeimpositionCoronado'sconsumption;metallurgicaland steel;ofcontrol,tariffs,thethecoalcosts,consumptionenvironmentalincludingor availabilityaffectthethepatterncurrentanddemandandclimateofcapacitymarketindustrialforchangethermalpriceofconsumers,transportationofregulationscoal;coal; competitionoverallelectricityandinfrastructure;domesticothergeneratorsfromregulationsandotherandglobalandcoaltheaffectingresidentialsuppliers;economicimpacttheof
The key impacts of the COVID-19 pandemic on Coronado•• States,TheAmerica.demandMetallurgicalpandemic;COVID-19Europeanfor steel, particularly in the automotive and construction sectors, which has in turn impacted the demandFor andexample,pandemicthermaland Brazilianseaborneiscoalaffectingindices,governmentsmetallurgicalallandof thethereforeincoalkeyresponseinclude the following:exportsmarketspricestofromtotheCoronadowhichtheimpactU.S.CoronadochargedofOperationsCOVID-19.Thesellsfor itshaveits coalproducts,decreasedpandemicproducts,includinghasduesubstantiallyalsotoJapan,thefor Coronado'simpactedmeasuresSouthdeclinedtheKorea,andsteelmetallurgical coal.resultingrecommendationsTaiwan,industryfromIndia,andtheresultedEurope,impactimplementedofinBrazilthea reductionCOVID-19andby UnitedNorthof Metallurgicalthat oversupply will not occur, thateffect onIn addition,substantially declined resulting fromgovernmentproduction,from the leading metallurgical Coronado’scoalparticularlypolicycoalpriceshasregardingfinancial condition and results of operations.been a volatile commodity over the pastare highly dependentin the leadingcoal exporting countriescoaldemand will not decrease or thatorthe impact of the COVID-19 pandemic.metallurgicalenergyon the outlookin thosecoalof Australia,countries.importfor coalcountriesten years.Seabornethe United States, Russia,overcapacity will not occur, which could cause declines in the prices of coal, which could have a material adverseconsumption in large Asian economies, such asofThe metallurgicalChinametallurgicaland India,coalcoalamongCanadaimportindustry facesothers,anddemandMongolia,andconcernsthecancompetitivenessChina,alsoamong others.with oversupply frombeIndia, South Korea and Japan,significantlyMetallurgicalof seaborneimpactedtime tometallurgicaland thermalbytime.theasThere areavailabilitywellcoalcoalasindicessupply,any changesnoofassuranceslocalhave alsoincludingcoalin
•• Thetemporarilyandandbusiness.CasesGreenbrierothernegativegovernmentalnatureoperationsof COVID-19mineidledofpublicCoronado'sas a result of governmentremainsitsbodiesperceptionslinkedoperationsidledotobusinessnotaandmineforatperceiveisitsCoronado.currentlyissiteU.S.suchorimposed shutdownsCoronado'sOperationscorporatethatheldIf Coronadomuchfor sale.officeresponseonof itsdoesMarchCoronadoinworkor restrictions in the future,whichnotto30,cannotberespondCoronadomay2020.adequate,needbeappropriatelyOndoneoperates,toJuneCoronadoextendremotely.1, orwhich could adversely2020,thetonearbycouldtheAsidlingCoronadoCOVID-19asuffercommunityresultof operationsdamageofresumedpandemic,thecouldimpact Coronado'sgovernmentatto itsitsoperationsresultorGreenbrierreputation,if inCoronadomeasuresfurtherat financial performanceminewhichtherestrictions,customersBuchananorandcouldneedrecommendations,furthertoorclosures,andtemporarilythe adverselyLoganrelevantand profitability.additionalmines.idleregulatoryCoronadoaffectcertaincostsTheits 1.3 Competition riskCompetition in the coal industry isandCanada,ofsuch competitive advantage maycompetitorsenvironmentalancosts,increaseRussia,blendingmayand otherin haveMongoliaproductioncapability,moreregulationsandproductioncapacity,otherbrandhave an adverse impactbased on many factors,than Coronadometallurgicalhighernamecapacityandrealisedasdiversifiedcoalis.wellprices,producingason Coronado'sincluding,greateroperations.lowercountries.operatingfinancial,among others,Coronadoability to sell,Shouldmarketing,costs,world supply,isthoseexport/importsubjector the pricesdistributioncompetitorsto price,competitiontariffs,atandwhich Coronado isobtainproduction capacity, coalotherbeingafromresourcescomparativelycompetitivemetallurgicalthanable to selladvantagelessCoronadoquality and characteristics,coalimpactedcoalproducersindoes,comparisonproducts. In addition,asandafromresultmaytoAustralia,ofCoronadobeCOVID-19subjecttransportationsome ofthe(whethertoUnitedorlessCoronado'sotherwise),capabilitystringentbyStates,way
•••Further,controlexchangethat existedmeasuresCoronado'sCoronado'sincreased creditUncertaintyraise new capital and refinanceofthereCoronadorates,priorhaveincreasedto the pandemic.and recommendations,customers’aboutcustomersbeenandrisks if the currentmayandtheunemploymenteffectsmaybeability to pay may be impacted by the COVID-19 pandemicor suppliersexacerbatedbeofotherits existing debt.COVID-19constitute a force majeureeconomic downturnandmaychangesinlabourseekanhaseconomicincosts,toresultedtheexcusedomesticchangesand the measures to curb the spreadrecessionintheirsignificantevent.andinperformanceaggregateglobalor downturn.disruptionmacroeconomicinvestmentunderThesetoas such customerstheexistingcapitalinclude,andenvironmentof the pandemiccontractseconomicandbutsecuritiesaremay have to curtailbyassociatedoutputnotclaiminglimitedcontinue for an extendedmarkets,and withchangesthatto, thechangeswhich,theor shutdowneventsongoingin customerif continued,inrelatinginflation,COVID-19periodtheirandtooperations,mayinterestof time.COVID-19consumerpandemic,affectrates,Coronado'spotentially leading tobehavioursthatandforeignaregovernmentbeyondcurrencyabilityto thosetheto ThebychangesStatesSomesupplymetallurgicalinternational sales could result in Coronado not being able to obtainincrease to a pointIncreasedfinancial condition and results of operations.furtherconsolidationofandintoCoronado'stocompetition,consolidationAustralia.internationalthecoalseaborneofwheretotheglobalOthernonortradeglobalamongit is not economically feasible to exportamarketU.S.competitorsfailurecoalagreements,metallurgicalmarketandproducersandto competenon-Australianassociatedhaveparticipantstrademaycoalsignificantlyeffectively,alsoindustryconcessionspricesorcustomersdevelopbyandinin thegreaterfurtherrecentimpactorormarketsCoronado'sdependsotheracquirefinancialcompetitorsyearsthroughputCoronado'spoliticalinhasnewresources,onwhichmetallurgical coal.contributedportprojectsandcapacity atenteringCoronadoabilityeconomicandsuchtotointotransportationtoincreaseportthatretainincreasedparticipatesandarrangementsfacilities,increasesexitingortheirattractcompetition,capacity.as wellmaycoalbankruptcyin metallurgicalmaytheirresultproduction,as transportbenefitcoalIncreasedandin lossesproceedingsproductionCoronado'scoalwhichcoalcapacity, and could cause the ratescompetitionofproducerscustomers.marketmaymayundercompetitiveadverselyaffectshareoperatingawithinInlowerdomesticaddition,andimpactpositionthecostcouldin countriesmetallurgicalandCoronado'sCoronado'sstructure.adverselymayforeignbeotheradverselyfor such servicesSimilarly,affectmetallurgicalcoalcompetitiveness.abilitythanindustryCoronado'sthetoimpactedpotentialshipUnitedcoalforitsto
initiatives.Inequitylightonof COVID-19,the ASX, reducingCoronadocapitalhas takenexpenditures,steps to safeguardmanaging itsoperatingoperations,costsstrengthenin a disciplinedits balancemannersheetandandensuringincreasethereliquidityis sufficientby undertakingavailablea capitalliquidityraisingvia a bynumberissuingofadditionalstrategic
Coronadorequired.anywarning.of its Coronadocompetitors.is not ablecannottoFurther,predictguaranteelock-downshow longthat thethesuchcoalcurrentas theindustrydisruptionone inwillVictoria,recovercausedAustralia,asbyrapidlythe COVID-19inasearlyotherJulyindustriespandemic2020, demonstrateorwilltolastpre-pandemicorthatwhetherthe easinglevels,additionalofor restrictionsthatrestrictionsCoronadocanonwillbeCoronado'sreversedrecover atquicklyoperationsthe sameand withoutratewill beas
ThereCOVID-19,continue into the nearcan alsoif at beall.noAddressingassurancefuture andthewhich may negativelythatdisruptionsCoronado'shasplansalsoaffect Coronado'storequiredaddressCoronado'sexistingability to implement its business plan and respondandstaff,potentialsenior disruptionsmanagementin operationsteam and Boardwill partiallyof Directorsto otheror completelyissues and opportunities.to devotemitigateextensivethe resourcesadverse impactswhich isrelatedlikely toto
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33
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Risk Factors (cont.)
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difficultiesproductionAdverse operating••1.4 OperationalCoronado'stime. Coronado's financial performance is dependent on its ability to sustain or increase coal production and maintain or increase operating margins. Coronado's coal production anda failure to achieve the metallurgical qualities anticipated fromvariationsthatcostsminingcouldriskare,in mining and geologicalconditions andoperations,impactin manytherespects,includingamountevents thatsubjectofexploration,conditions fromcoalCoronadotoproducedconditionsdevelopment,may havethose anticipated,at Coronado'sand eventsexperiencedpreparation,explorationcoalbeyondsuch as variationsmines,in the past or may experienceactivities;productits control,causehandlingdelaywhichin coal seamorcouldandsuspendaccessingdisruptthickness and quality, and geotechnicalin the futurecoalitstransportdeliveries,operationsinclude:infrastructure,orandincreasehave athesignificantmaycostbeofconclusions;affectedminingimpact byonfor variousitsa varyingfinancialoperationallengthresults.of IfOperations,Coronado's ooo which means that:givenand developtheirCoronadoXcoal’sCoronadoarrangementslimited storagehas not beentypically does notgreaterabilitywithcapacity providestocapability to transportXcoalaccessrequiredwereneeddomestictoto procureCoronadoto manageceasestoragecoal to endor additionalmateriallywith flexibility in stockpile management;transportationoptions.market customers, manage internationalinfrastructuredecrease,Xcoallogistics to the portpurchasesCoronadocapacity to supportcoalmightfromand beyond.beCoronadoandrequiredits US operations;uponcustomer relationshipsto procurelandingadditionalinto the railinfrastructureand associatedcar, or free-on-railcapacityrisks. ( FOR to support), at itssomeUS operations,of its U.S.
•• maintenance or technical issues;adversebursts,industries andoperationalstructuralweather conditionsandmarkets, including globaltechnicalcave ins difficultiesoror naturalslides andor man-madeencounteredsupply chain shortages,other catastrophicindisasters,mining,eventsincludingincludingthe impact of which, continues(suchhurricanes,equipmentas the ongoingcyclones,failure, COVID-19delaystornadoes,to be uncertain);in movingpandemicfloods, longwalldroughts,that hasequipment,bush fires,caused significantseismicdrag linesactivities,disruptionand otherground failures,acrossequipmentnearlyrockandall Inbypaymentsoutstandingthereadverseaddition,a lettercaneffect on Coronado'sbein respectofatpastnocredit.DecemberassurancedueSalesofbalancetheir past due receivables. Subsequent31,tothat2020,Xcoalfinancial condition,to suchUS$57.8amountsarereceivablescurrentlymilliondueresults of operationsonfromatwillAprilprepayment,beXcoal15,receivedin2021.to December 31,respectletteronCoronadoand cash flows.schedule,ofof coalcreditexpectssales2020,inorfullcashwereCoronado hasorto onatreceiveUS$91.0all.deliveryAnyall million,failureoutstandingterms.collected US$27.4 million againstbyofDuringXcoalwhichtradethetoUS$85.2receivablesquartermake paymentmillionendedamountswasDecemberthe pastto Coronadopastfromduedue accountXcoal31,andwhen2020,byUS$5.8dueSeptemberXcoalreceivablemaymilliondidhavenot30,wasreducing theamake2021,materialsecuredanybut
• insufficient or unreliable infrastructure, such as power, water and transport; 1.6 Demand for metallurgical coal
•••• industrialindustrialcompetitiondevelopment;mine safety accidents, including fatalities, fires and explosionsand environmentaldisputes andand conflictslabourwithaccidents, such as releasesshortages;other natural resource extractionof mine affected waterfrom methane and otherand productionandactivitiesdiesel spills (bothsources;within overlappingof which have affected the Australian Operationsoperating areas, such as natural gas extractionin the past);or oil and gas physical and chemical properties which are necessaryindustry.TheMetallurgicalregulatory conditionssteelfor metallurgical coal wouldmajorityproducts.The coal,ofsteelSimilarly,thespecificallyindustry’scoalandifdemandthatnewbe expecteddemandCoronadohighsteelmakingforqualitysteel;forto decrease.producesmetallurgicalhardand the availability andtechnologiescokingis for efficientmetallurgicalcoalcoalor practices(is HCC influencedblast furnace operation.) costcoalandareoflow-volatilethatdevelopedbysubstitutesais numbersold,pulverisedthatfor steel,directlyofcanTherefore,factors,beorsuch ascoalsubstitutedindirectly,including:injectiondemand for Coronado'saluminum, compositestoforthe( PCI steelmetallurgicalcyclical), producerswhichnatureis metallurgical coal is correlated to demands ofcoalproducedandandofinplastics,thatistheusedatindustry’sintegratedmostall ofin blastofwhich maybusiness;Coronado'ssteelfurnacesmill generalimpactprocess,forassets,steelthe demandeconomicthenhasproduction.the steeldemandspecificandfor
•• unexpectedcyber-attacksparties; and shortages,that disruptor increases in the costs, of consumables, spare parts,Coronado's operations or result in the disseminationplant andof proprietaryequipment;or confidential information about Coronado to its customers or other third Although conventionallongerreduction in the demand for steelof operations.term, competitiveblasttechnologiesfurnace technologyproductsnot reliantwouldhasreduceonbeenmetallurgicalthethe most economicdemand for metallurgicalcoal would large scale steelnot emerge,coal,whichwhich could have a materialproduction technology for a number ofcould reduce the demandadverse effectand priceyears,premiumson Coronado'sthere can befor metallurgicalfinancialno assurancecondition and resultscoal. thatA significantover the
Coronado'stermination of such contracts, which could have a material adverseThesupportspassages,•Ifeffectsconditionsbusiness and1.5 Reliance on key customersanyU.S.ofofsecurity breachesfreighttheOperationsanyorpotentiallypartforegoingeventsresults of operations.ofandtothesedelivercouldlogistics).areresultingconditionsconditionsconcentratedor terroristcoalalsoinTheseresulttohigherortheoracts.eventseventsinconditionspurchaserincosts,disruptiona smallmayoccurscongestion,andunderbenumbertoandexacerbatedkeyeventssuchisinfrastructureofdelaysnotcouldminescontractsmitigatedorandeffect on Coronado'salsoincancellationsthemaycould(includingresultorCAPPhaveexcusableresultin theandainfrastructureonindisproportionatepartialthesomeeconomicfinancial condition and results of operations.asAustralianaortransportforcecompletelocatedpenalties,majeureOperationsimpactroutes.atclosureordemurrageoneventservingAnyCoronado'sincludeofofunderparticulartheseCoronado'scosts,oneCoronado'sconditionsresultsminerailways,suspensionmininginoftheorcoaloperationsportseventsBowenactivities,orsalescancellationor significantcouldBasincontracts,andas assets.welladverselyof ofAustralia.asinlandanyshipmentstheAnyresultingimpactwaterwaysinfrastructuresuchAs oraCoronado'soperationalresult,failureultimatelyor thatseatheon Additionally,States.whichdemand.OnKoreaaluminium products.Thecountriestotal2019,internationalMaytariffsofbutadverselyare30.5%On17,This additionaltothisestablishedexemptMarchthese2019tariffsmarkets in the future.hastariffsimpactedthe8,tariffssinceimposedfromand2018,TrumpbyU.S. metallurgical coal demandbeenmaydutiesthethethethebyadditionaladministrationlimitUnitedreducedeconomictheFormerfrominternationalUnitedChina.StatesPresidenttotariffsvalue2.5%StatesTheagreedhaveonoftradefollowingtotalonofcoalderivativepromptedthetotheandtariffspreviouslyliftUnitedcould be met by reducingimportChina’stheadverselycomprisesteelretaliatorysteelStates,of tariffsourcedcertainproducts,andimpactaadjustmentDonaldtariffsaluminium3%steelforglobalimportwhilesalefromTrump,productsexportsthateconomictariffsindutyArgentina,keyChina.signedtooktradingandmayonof metallurgical coal and redirectingeffectMexicoanFutureconditions.impactanAustralia,impositionpartners,executiveontariffsandforeignFebruaryAsCanada.Canadanotablycouldoforderatsteela the25%14,furtherEuropeproducersestablishingandCurrently,date2020.tariff.MexicoofreduceandSeeAnthistoArgentina,additionalaChina.that volume to domestic consumption.Presentation,itemaretheimports25%extentexempt1.38tariffAnyAustralia,5%ofregardingtheirfurthersteelonfromtariffU.S.importsproductionandwasthemetallurgicalretaliatoryBrazil,theincreaseadditionalalsoofimpactsteelCanada,isimposedimportedtariffsU.S.intoofcoaldutiesrestrictedMexicothebymetallurgicalonis intothesesubjectedUnitedSeptemberon andthederivativeaccessorStates,UnitedSouthothercoalto1,toa
theorpandemic, some of Coronado'sForyearCoronado'stheimpacttheendedlossyearofofDecembertotalendedtheall orrevenue.ongoingaDecemberportion31,TheCOVID-192020,ofmajority31,customers havethesales2020,revenuespandemictoofCoronado'sXcoalCoronado'sattributabledelayedorEnergyotherwise,topsales&and/ortotenResources,anyarecustomersmayrevisedmadecustomeradverselyonLLCtheir shipping orders.comprisedaas(spot Xcoal affecta resultbasis),Coronado's67%a ofrelatedorcompetition,ofunderitsparty,totalbusiness,contractsrevenueandcreditworthiness,TatawithfinancialandSteeltermsitsconditionLimitedtopof inabilitytypicallyfive (customersand Tata tooneresultsnegotiate Steel year.comprised)ofrepresentedTheoperations.extensions,failure47%to9%Asreplacementofobtainandaitsresulttotal17%,additionalofrevenue.respectively,ofthecontractscustomersCOVID-19For theorof Coronadoadverselyadverse effect on Coronado'simpactedcannot anticipateas a resultthefinancial condition and results of operations.ofimpactthe COVID-19the COVID-19pandemic.pandemicA significantwill havereductionon steelin steelproductionproductionin Japan,wouldKorea,reduceTaiwan,the demandIndia,forEurope,metallurgicalBrazil, coal,Chinawhichand Northcould Americahave a materialwill be
condition and results of operationspredominantFor the year meansended ofDecemberaccess to31,adversely.the2020,exportsalesCoronadometallurgicalto Xcoalderivescoalrepresentedthe following benefitsmarket. 27.3%The lossof of,Coronado'sfromor deteriorationthe Xcoalrevenuerelationship:of,fromthe relationshipits U.S. Operationswith Xcoalandcouldrepresentedimpact Coronado'sCoronado'sbusiness,U.S. Operations'financial
• Historically,shipment)procureand has notalternativebasisXcoalto date focused on bringing(ashasbrokersis extensivelycustomaryor marketformarketedU.S.theinternationalcoalOperations)Coronado’sdirectlyrelationships for the marketing of its U.S. coal into its existing internationalandtoUSthetherecoalexportisin ainternationalmarket.risk that,Currently,inmarkets.the future,CoronadoPurchasethe numberhasordersa domesticallyof saleswith Xcoalto Xcoalfocussedarecouldenteredmarketing capabilities.coaldecrease,intomarketingprimarilywhichteamonwouldanforadrequirethehocU.S.(shipmentCoronadoOperationsbyto
• Xcoal provides a combination of U.S. domestic rail and port logistics, as well as seaborne logistics, which in turn supports the operations of Coronado’s U.S. Operations,
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Retail Entitlement Offer | 42
Risk Factors (cont.)
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1.7 Contract, counterpartyAdependsfactors,ability to deliver on a timely basis and the level of competition that it faces.In addition, Coronado's sales contracts generally contain provisions that allow customers to suspend or terminate if Coronado commits a material breach of the terms of the contract,acreditworthiness.contractualIfperformancecondition and results of operations could be materially and adversely affected. If Coronado's ability to collect payments fromcould suffer.changeCoronado'ssignificantincludingoninobligation,itslawportionduringcustomersabilityrestrictshavingIf customersspecifiedoftoCoronado'stheretainitsordoand collection riskminessalesprohibitsnoteventsitssuspendhonourcurrentofrevenuesoperational,Coronado'sbeyonda partyorcontractcustomers,terminatewill decrease,fromthehavingmetallurgicalparties’commitments,carryingrenewexistingthecontrol,typeand Coronadooutitscontracts,coalexistinganditsorincludingmaterialquantityisif theytocustomerormay have to reducecustomersotherwisetheobligationsterminateof coalongoingcontractsavailable,withrefuseagreementsunderCOVID-19whomandtotheproductionthesolicitacceptCoronadocontractqualityorpandemicnewexerciseshipmentsat its mines until itsandorcustomers.hasapriceandmaterialforcehadofCoronadooflongCoronado'smajeureitsCoronado'sadverseproducts,termcustomers is impaired, its revenues and operating profits customers’isprovisionsrelationships.unablechangemetallurgicalabilityits abilityto contractualoccurstoallowingreplacedotoThecoalsomarketinthegenerallysuccessforCoronado'sobligations areforcontract,thethesewhichtemporaryofdependsproductstheyCoronado'sCoronado'sfinancialhonoured.haveonsuspensioneffectively,standingaanvarietybusinessfinancialexistingitsorofof itsplanningfactorsidentified by available explorationarrangements,costs;and safety; and historical productionInchange.have to be adjusted and mining plans,estimates may notAsreservesresults of operationsaddition,reservea result,futurebeyondShould CoronadoorareinformationcoalschedulingthemininglessoperatingCoronado'squantityreservethanaccurately reflect Coronado'stechnologymay be materially adverselycurrentoveronestimatesandcostsencountergeologiccontrol.time.qualityestimates,andimprovements;data and may differTherearedata,fromTherecapitalofgeologicalcoalrevisedthearethe areaorcoalareprocessingcoalexpenditures;thenumerousinherentownershipbasedtheconditionsactual futureratethataffected.comparedeffectsatCoronadofromonand infrastructurewhichuncertaintiesuncertaintiesactualseveranceinformationCoronado'sorofwith productioncoal reserves.qualitiesregulationtheyrecoversproductionareinherentandanddifferentandexperience and assumptionsrecoveredbymay have to be altered in a way thatmayexciseriskscurrentgovernmentalexperience,frominbefromassociatedestimatingtaxes,isotherlessandlessthosethanproducingproposedand/orunexpectedthanagencies;predictedquantitieswiththeestimatednewreservesuchareas.minein areasexplorationthebygovernmentalandestimates,pastplansorabilityestimatesqualitiesresultsdrilling,it currently mines;mightandtoinformationincludingobtain,inincludedminingoftaxes,adversely affectsamplinghighercoalmaintainroyalties,costandgeologicandthaninandthiscurrentcostsassumptionsthereforeestimatedsimilarandInvestorCoronado'sandstamptoand future marketrenewmineminingexaminations,thecost,dutyPresentation.mayrecoverableallcoaloperations. Asconditions,andrequiredCoronado'sbereservedevelopmentaffectedcoalpricespermits;Ifreserves,estimateswhichCoronado'sreservefinancialbya result, Coronado'sfor coal,changesmayemployeeandincludingestimatesareconditionreclamationnotcontractualactualsubjectinbehealthmanyminemaycoalfullyandto
be unableIf1.8 MaintenanceFurther,counterparties.largesteconomicwhich could materially adversely affectof credit ornon-paymentcustomersCoronado'sconditionsto sell the coal at all. If Coronado'sother formoccurs,Forof coal reservescouldcertainabilityor the specificof security, CoronadoCoronadohavetocustomers,receivea materialmay decide to sell thecircumstancespaymentCoronado'sCoronadoadversemaintains an insurance policy to cover for any failure in payment.customers’foreffectcoalrequiresoffinancial condition andthe customer)soldon customer’s anditstheand counterparties’financialprovisiondeliveredmay restrictmetallurgical coal on the spotconditionofresultswillacreditworthinessdependletterCoronado'sandof operations.ofresultsoncredittheability to contractofascontinueddeteriorate,operations.For certain ofsecuritymarket,contractualforCoronado'swhich may beThepayment.with such customersCoronado'sinabilityperformancebusiness could be adverselyAofatsustainedlarge customerskeypricescustomersandlowerorpaymentcreditworthinessresultthan the contracted price,toin Australia who havein fewer salesprocuredefaultaffected.lettersbyofoneCoronado'scontractsoforcreditmorenotor Coronado maybeing executed,provided letters(duecustomersof Coronado'sto generaland 1.11 TransportationCoronado'soperationsproductivityfailures;removeddisasters, the impact fromAny suchresult in decreasedindustrialordisruptions,isminingandnotsubjectgrantedprofitability.action;operationsshipments and revenuerisktoor anypotentialbyrailthe ongoingregulatorySuchdeteriorationorproduceportdisruptiondisruptionscapacityCOVID-19 pandemic or otherauthorities;coal,inandtheandwhichcongestiontoadverselyreliabilitytransportationcompetitionchangesis transportedorofaffect its results of operations.constraints;inservicesfromapplicableservicestootherevents.customersprovidedcommercialmaynetworkregulations;include,bybyCoronado'susers,a disputes;combinationamongfailurewhichortransportationfailureothers,maydelayof road,toaffectdisruptionsinobtaintherail,itsserviceconstructionconsentsbargeabilitydueproviders,andtotofromdeliverweathership.of newthirdcouldThecoalrelatedrailpartiesdeliveryimpairtoor itsportproblems;forcustomersitsofcapacity;accessability tocoal producedkeytoandandsupplyrailequipmentmayorterroristbyland,coalhaveCoronado'sto itsororattacks,anaccessinfrastructurecustomers,impactnaturalminingbeingon
economicallyExplorationdiscovernegativelyPotentialtime to time, Coronado may add assets to,amongregulatorysalesand transaction related1.9 Compliance with health and safety laws andCoronado'srevenuesothers,orchangesaffect Coronado'sconditionsrecoverableacquireactivityrecoverable.adverseandtomaynewoperationalCoronado'sandcosts beingreservesmarketoccurcoalobligations;Failurefinancial condition and results of operations.reserves,adjacentperformancereactionportfoliodecline as it producestomore than anticipated.acquirepoliticalreplacetotoofor divestestablishedsuchassetsornotandregulationsdiscovercoalmeetingacquisitionscountryassets from,throughreservesassetscoal.newThese factors could materially andexpectations;risk;acquisitionsCoronado's long termcoalorandandcommercialits portfolio.developreservesindivestmentsnewanticipatedandnewregions.orobjectivesThere are a number ofdivestmentsdevelopassetsor outlookthesynergiesTheseornotnewtimingoperationsmaybeingdepends on its ability to maintain a commercially viable portfolio of coalactivitiesassetsadverselyororhaveachievedcosttermscouldrisksanmayinsavingsaffect Coronado'ssufficientadverseonassociatednegativelyincreaseaswhichexpected;beingeffectquantitiesacquisitionslandaffectwith historicaldelayedontenure,unforeseenfinancial condition andfutureCoronado'stoormaintainandnotinfrastructureresultsand future acquisitionsbeingdivestmentsliabilitiesfinancialorof achieved;growoperationsarisingandconditionresults of operations.thearerelatedcurrentandfrommade;andinabilityandor divestments, including,financialchangespoliticallevelimpositionresultstoofreservesrisks.condition.toretainreservesoftheoperations.ofFailureportfolio;keyadversethatcouldFromstaffareto Typically,mine or port to the point of use, Coronado has entered into arrangements with third parties to gain access to transportation infrastructure and services where required, including roadtransportsignificantCoronado'sincreasesparticipantscould make Coronado'sagreementstoitsrelationshipin the proportionpayactualfor organisations,Coronado sells coalevenproductiontoportionwith brokersincreases.costisCoronado'sbasedifof coal purchasedbase,unused)of onbothvolumesSignificantbutcoalassumedrailand intermediariescustomers.ifthealsoitscarriersless competitive when comparedat the mine gate and/ortotalexceedactualinincreasesproductionFreethecostandForproductionitspurchasingon Board (ofportexample,estimated(includinginsupplyingvolumes,transportowners.volumes FOB decisionwhereproductionloaded into vessels atXcoal) resultscoalCoronado)).Wherecostsaretransportationtoofdueto coallowercustomerscoalcustomers.volumes,maytothanin a reduction in the proportionisfactorsproduced fromalsoexporteditsandcostsifhaveTransportationthe port. While ordinarily Coronado'sestimatedsuchit ofisareorexcessCoronado'sasunablesoldotherconnectedfluctuationsproductiontransportationothertoregionscoststransportproductionthantoinmayvolumes.and countries.markettheofatcoalincreasethecapacitypricethecosts.purchased FOR fromfulldemand,mineConversely,of capacitydieseland(which,Asgate,coal customersAs aCoronadothe transportationcostsfuel,result,thein thedueCoronadoelectricitymaycoststothecasemaycontractualincreasethearrange and pay forassociatedcostmayofU.S.notandtakeofcapacity securednotbedemurrageOperationstransportationiforhavelimitationsusageablewithpaysufficienttoagreements,thesebypassor(and a correspondingtransportationCoronadoorenvironmentalby Coronado'sisarrangementsoniftransportationnotanytheCoronadoonlydeteriorationfullandofaextentrequirementscoal fromotherkeyportrepresentcapacitymayincreasefactorandofmarketinhavecosttherailitsinaif
Coronadohealth and safety issues (such as black lung disease or coalincidents1.10 Resource andrequiringclaimsfund).example,anactivitiescurrentlyemployeeRegulatoryarisingbe suspendedcapital expenditures,underwerethe tire andis subjectofouttoinvestigationThiessoccuragenciesofrecoverablecurrenttowheelPtyextensiveuntilat anyLtdalsorimorthebywhich could haveformer(ofreservefitting activitiesthe Thiess QMIhavelawsCoronado'sQMI,wastheactivitiesand)estimateswasthesatisfied those activities couldauthority,regulationsfatallyoutcomeminingatoran adverseCoronado's Australian Operationsresultinjuredfollowingfacilitiesofgoverninginwhichincreasedduringeffect on Coronado'sworkers’significantincannotthehealtha tire pneumoconiosis), there is a risk of legislation and regulatory change that may increase Coronado's exposure tofuture,compliancebechangerecommencehealthandpredicteditsafetyisandactivity.possiblereputation,costswere temporarily suspendedsafetyatatsafely,coalthis(e.g.,Thethatincidents,time.minesfinancial condition and results of operations.QMIwhich directivethrougha regulatorTheresubsequentlyin thesuchrequiringcanUnitedmightasbewasfatalities,noimprovedStatesissuedimposein January 2020 by the Queenslandlifted onassuranceandatoadirectivemonitoringFebruaryorderrangeAustralia.of atheoffacilitythat14,outcomeconditionsstandardsAsrequired2020.aberesulttemporarilyThe circumstancesoforonallsuchofcontributionre-openingrelevantincreasedMine Inspectorateinvestigation.or permanentlytireoftostakeholderandanaoffacility,Ifwheelthisindustryserious(incidentclosed. QMI rimincludingfocuspooled) whensafetyfittingForareon resultinabilityspecifiedfinancial performance.1.12 Take or pay arrangementsThe Operations ExportCoronadoWhereshippers.AustralianofCoronadoTerminaltovaryingsourceAlthoughmay entertransfer) andOperationsunforeseenmines(Pacific WICET hasthetheinto otherenteredusedmajorityor).NationalbeAtgenerallycircumstances,capacityloadedthetake or pay arrangementsintowithin the coal industryofPtyU.S.itstakeontotakecontractdueLtdOperations,or(trainsto PN orpayincludingcontractual))payportcontracts,toatarrangementsandspecifiedandit insufficientalsoexportraillimitations,in the future.ithaveloadwillcapacityfromgenerallyprovideproductionpoints.a thetakesuchviaPortPayingorsecuritylongasbepayoffromrequiredrequiredGladstonetermforagreementovera unusedgiventakeconsenttominimumpayviaormine,transportinpaytwoforofconnectionaportitsthemaincontractsmismatchcontractedcapacityproviderandportrailwithterminals,forbetweeninfrastructurecouldofrailportthethetransportKindermateriallyorporttheRGrailtimingorTannacapacity,Morganavailability,rail(currentlyandservices,ofCoaladverselyrequiredPierevenTerminalunusedwithIXorif portTerminalitbecauseAurizonaffectisport(and RGTCT notCoronado'sorutilisedrailOperationsintherailHampton)capacitycoalandcapacitybyWigginsmustcostCoronadoLimitedforRoads,canstructuresemanatea mine,Islandarise( Aurizon Virginia.or orotherCoalfromasandana
principal2021. Coal is economically recoverableselling the coalCoronadoanyresourcesdifferentExchangeIndustryprovisionGuidethan itsdifference between the reporting regimesCommission’sreliesin additionfor7are determined onestimatesonfollowingtheestimatesreportingto reserves.Finalaoftwo-yearreservesofRuleofitsa mine by mine basis,estimatesAccordingly,13-10570,recoverabletransitionaswhen the price at which it can be sold exceeds the costs and expensesfiled with the SEC. In addition,otherModernizationperiod,Coronado'sreserves.in the Australia under the JORC Code and in the United States under SEC Industrythanwhichprovenand asInestimatesmeansofthisa result,(measured)PropertyInvestorthatofCoronado anticipatesthe price atprovenCoronadoDisclosurePresentation,or probableandwhich Coronado's coalwillforprobablebeMining(indicated)Coronadorequiredfurther updating itscoalRegistrants,reportstoreserves.reservescomplyis economically recoverableitswhichof mining and selling theinSpecifically,withresourcesmining propertiesthisbecametheInvestornewandCoronado'seffectiverulePresentationreservesnodisclosurelaterGuide 7 is the absence in the United States ofFebruarycoal. The costs andvariesASXinthanaccordanceanddisclosuresin accordancebased on the mine.our25,infiscal2019,otherwithyearincludeASXandexpenses of mining andwith the SecuritiesthebeginningwhichdisclosuresJORCestimatesCoronadorescindsCode.JanuarymayofbasesSECOnecoalandbe1, Amaterially anddecrease in theadverselyavailabilityaffect Coronado'sor increase infinancial conditioncosts of key supplies,and results of operation.capital equipment, commodities and purchased components, such as diesel fuel, steel, explosives and tires could
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Risk Factors (cont.)
1.13 Reliance on third partyCoronadoperformanceLtd, and Wolff MiningOperationsFurther,operationsrisks wereCoronado'sresults of operations.operationsexpires) and are required to replace them. There can be no assurance that skilled third parties or contractorshave the same controlsuppliesprocesses.employeesoperationalperform dueused by,into materialise, Coronado'susesorandagainst Coronado'sAnyperiodsatdifficultiesinabilitytoandincreasedCoronado'sthethefailurecontractorsoperationsits contractors, asimpactdevelopmentoftoPty Ltd.orover contractorsbyhighreplacecostsotherwise),Coronado'sofminessuppliers and contractscommodityandofthealsoorcontractors, could have a materialCoronado.ongoingofothermayrepaircanitswelloperatinganykeybegrowthoccurasthirdprices,damagedasCOVID-19terminationinterruptedcontractorsitInrisksdoespartiesparticular,asprojects.results anddemandarelated to the compliance ofover employees,resultorpandemic,fordestroyedforortoWhiletheexploration,complyforofbreachancash flows could be adverselydisputesmajoritycontractorsextendedthisanyequipmentwithofadverseisCoronado isCoronado'sofmaterialwithnormalminingtheirperiodworkersmaycontractorseffect on Coronado'sobligationsorforandlaborits contractorsexceedinfacilitiesatthealso exposed tooperatingtheotherthedisputeminingeventorAustralianundersupplyinaservicesaffected.ashortageagreementsbetweenindustry,thattimelywith environmentalCoronado'sresultingfinancial conditionCoronadorisksOperationsgenerally,mannerofCoronado'sproblemsrelatedcontractorsinbyoperatingincreasedlosesitscouldandarewill continue to be available atto the quality or continuation ofcontractors,causedand health and safety legislationcontractorsemployedanyaremateriallywithand results of operations.agreementscostsofreliantbyparticularitsthirdanybykeyorandandoncontractors,lackpartiesprotractedcontractorswithseveraladverselycapabilities.theirofthememployeesavailabilitymaythird(whetherdisputeincludingaffectarise,reasonable(becausethe servicesTopartiestheand internalCoronado'sorofwhichwithasThiess,anyextentkeyfortheirarates. As Coronado does notamaymajorresultcontractors.thecontractor,of,contractthatGoldingand thepolicies, standardshavefinancialsuccesslaborofanyfinancial,anisofContractorsactionequipmentanyDisruptionsimpactconditionterminatedtheof itsinabilityforegoingsafetybycurrentonthoseandandandPtytheororofto terminalchargedUnderCoronadoobligationsfor recovery of its finance costs, referred to as a finance cap. Since WICET began operating in April 2015, four WICET Holdings Pty Ltd shipper-shareholders have defaulted on theirobligationscontracted tonnageIn addition, in July 2019, Coronado was assigned export capacity of 1.6 Mtpa at WICET fromrates.Coronado'stheis still at the originalGivencomponentAccordingly,Coronado).becomesproportionatelyporttheThisCoronado'sandhandlingtoinsolventoperationcancontractedandunderof the terminal handlingThese increasesassignmentoriginalinpriorbeexchangetohaschargeadjustedtheirpaydefaultstake-or-payat WICET fromand/orWICETitsshipper’sof shippersthethecontractedrespectiveincreasedCoronadofordefaultingfinance(increaseddefaultsreferredTake-or-Payhavethisaccount.agreementincapacity,proportioncapacityrelated tocaptake-or-pay27 MtpaCoronado'scharges).willundertoshipper’sor(whichabovebedecreased)Agreement.withitsreducedpayingwhetherto 15.5 Mtpa.higher A$/ton (or US$/ton) charge for operating coststohashavetake-or-payagreementsshareWICETeachtotalbeena toutilisedresultedterminalshipper’sbyterminalofUndernil.Ptyreached,WICET’sWICETUnderagreement,Ltdandorthehandlinginhandlingnot.contracted(theonlyPtysubsequentlytermsthesubjectoperatingThe WICET Ltdtermsminorchargeandtheterminalchargeifto furthertheircapacity.ofterminalconditionsincreasesand Take-or-Pay the WICETthathadoperatingcostsfinancinghandlingwilladjustmentthoseUnderhandlingreflecttoforof andthethisTake-or-Payagreements Agreement chargeaccesscoststheanother shipper on a take-or-pay basis for a termtheterminaltake-or-payfinancechargestermsforgoingoperatingcalculationCPI)toresulting fromofWICET.),costshandlingAgreementterminated.forwardforthe WICETthereCurragh’sarrangement,thecost.change,isisTheremaining(notinga limitbasedchargesThea lower contractexportthereTheTake-or-PaytermsorfinancetoonthatifresulttheisthepayableacapacityshippertotalunderacontractedtheotherlimitrecoverycapofoperatingfinanceAgreementthesethisoforbybase.shippershareholders,ishow much WICETdebt1.5thetake-or-payby WICETshipperterminationscapIfMtpacomponentremainingandany ofhasappliesthefinancedefaultsto June 30, 2022, at prevailing marketandtransferredterminaltheofincludingarrangementCoronadoitsinshipperisremaining shipper shareholdersofcostsfinancingrespectPtyaonthehandlingdecreaseitstheirLtdCoronado,terminalofshareholderstake-or-payiscanofWICETassignedcostsdifferobligatedthechargechargeinhandlingfinancingfromthefrommayPtypayablecapacityagreementtoaggregateCoronado(includingLtdshippers.increasethosepaychargebeingcoststhebyatin
1.14 Equipment and commodities riskCoronadominers,involvesotherwise,materially and adversely affect Coronado's financial condition and results of operations. Coronado's ability to replace or repair damaged or destroyed equipment or facilities may alsobeunablepandemic.Additionally,delaysdependentif manufacturerstodraglines,longprovidedependsCoronadoregulatoryleadon suppliersdozers,suchtimes.onmayseveralagenciesand suppliers areserviceIfexcavators,beanyorunablemanufacturesmajoroforsometimestheseequipmenttopiecesshovels,replacepiecesunablemakeofremainingforhaulorofminingto make the requiredaequipmentrepairchangestrucks,rangeequipmentoperationalthemofconveyors,withreasons,andin regardafacilitiesandtimelyandchangesCPPsincludingfacilitieshavingtomannersuffersrequirementsandin compliance with mandatedthetobutrailormajorproducerelevantnotloadingat alimiteddamageforreasonableandpiecesandequipmenttotransportblendingortheirofiscost,equipment.destroyedorbusinesscoal,facilities.serviceswhichdeadlines.including,bywouldsufferingSuchObtainingavailablefire,impactchangesabnormalbutadverseandfornotitsCoronado.canrepairinglimitedabilityweareffectsimposeandtoto,theseasproduceSupplierslongwalltear,costsa resultmajorflooding,onandminingandofCoronadopiecestransportthemanufacturesincorrectsystems,ongoingof equipmentandcoaloperationcontinuouscanCOVID-19andmaycausecouldoftenbeor Intermination payment is equal to the lesser of Coronado'stoterminationliabilities as a shipper underInappointagreementsInpayment1.17 Title and leasehold riskthetheaddition,the eventtotaleventaunderreceivercontractedpaymentifwouldofofCoronadoWICETCoronado'sa permanenttoremain on foot and access to thefallstaketonnagePtydefaultsdue.stepsLtdtake-or-paythe WICET Take-or-PaycessationCoronadodefaultingattounderWICETrecoveragreement.theofonhaswhenoperationsoutstandingWICETits’providedexternaltheTake-or-PayportpaymentAgreementatsecuritydebt.proportion of WICET PtywoulddebtWICET,Theobligations,obligationcontinue to be availabletofor the following twelve-monthAgreementCoronadoexternalWICETisexternalPtylenderstriggered)mayandLtd Ltd’sthatbeindolenderstherequiredandnotdefault total externalto Coronado.formhavetento WICETisyearsoftoperiod.directnotaprocurebankremedied,equivalentdebt (which is based on the proportion that Coronado contracted tonnage bearsPtyrecourseguarantee,Ltdadditionalmaythenterminalto theenforcetheportCoronadoshippersamounthandlingcapacitytheirwilltorightsofchargesrecoverelsewhere,whichbe toobligatedtheisoutstandingatrequiredsecuritytheastoprevailingwellpaytooverasdebtcovera beterminationtherateandliableCoronado'sassetsshipperat fortheofpayment.atimeWICETtake-or-payterminationestimatedthatTheandthe
timing, and whetherFurther,delaysincreased litigation and regulatory risk. Also, following an acquisition, Coronado may discover previously unknown liabilities associated with the acquired business or assets for whichCoronadooperations,1.16 Risks relatedcapitalbusinessbecauseprocessing method at Buchanan.1.15 Acquisition riskFromgasandbyFurther,electricity.purchases with one supplier, it has been to take advantage of cost savings fromorCOVID-19 pandemicCoronado'scommoditiesCONSOL Energysupplierequipment.timeinorCoronado'sunexpectedofexpansionsrealisingthehasThetoCoronado'sunfamiliaritycoalinincurrencetime,nothepricesincreasedForproductionrecourseto the investment in WICETthearea,Coronadothe acquisition or business expansionexample,onminingcostsor otherwise,involvebenefitsCoronadoresults of operations30withofansignificantly,days’andsubstantialunderandoperationsaffiliatenewnumerousmayoperationofchallengesproductionnoticepaysanapplicableassetsCoronado'sevaluateofacquisition.CONSOLindebtedness.fororrequireandrisks,ofandifcommoditiesthemayacostsanyandmay be adverselyindemnificationsourcetheincludingprofitability could be reducedthermalaarisedelayEntryEnergy.acquirereliablebusinessescanforCoronado'swheneverorbeintodryerdifficultiesaretheseinabilityAlthoughassetssupplymateriallyis occurringcertainprovisions.stronglylocatedassociatedsuppliesaffected.andbusinessesoftocapitalisationinlinesCoronadolargenegotiateandthebusinessesatimpactedduringorIftheofintegrationadverselywithquantitiesaminingbusinessnew businessCPPor it could experiencewithadversehasathemandbyreplacementlarger volumes of purchasesatthatequipmentdifferententeredtheimpactedandofresultsBuchananofmayeconomic, social anditfuel,theglobalbelievesnewsubjectgeneratesintoassetsoperationsofexplosives,wasagreementgeographicbyoperationsmarket.isa unexpectedgascomplementCoronadodependentunavailableanda delay or halt in its production.insufficientpurchaseoroperationsIntires,wouldmanagementareas;maysituationsregulatorytouponshortagesand to ensure security ofsteeltochangeitsnewimpactagreementthemeetrevenueexistingoftherelatedlawswherediversiontheCoronado'ssignificantlyperiods.deliveryCoronado'sareoracquiredandorassetsincreasesproductswithCoronadocombined,ifregulationsCoronadoofofCONSOLmanagement’sandbusinesses;naturalreplacementascosts(includinginbusiness.ahassupply. If the costandtheresultisofwithgasEnergy,chosenunableCoronadoproductioncostswhichandofinefficienciesroofdemands,Acquisitionsattentionfutureoftothistheretocontrolconsumables,itefficientlyconcentrateismayasagreementacquisitions.isnotof any of these key suppliesitfromincludingcurrentlymaterials),experiencewouldandfamiliarmaymanageotherdifficultiesneedrequirecanaspareasAcquisitionsonlyandlargeoperations;lubricantsbeaunanticipatedtoitsresultmayoneparts,substantialterminatedchangeexpandedportionthatnaturalleadofplantariseandandandtheitstoof 31,Ininformationdefectscould ultimately resultonpenalties.requirementsInCoronadoinreservesAreservesIn Queensland,andandCurraghThererequirementsoperations,Toanddefectthethethepropertyobtain2021 to July 31, 2044renewalinfrastructureMDLsfutureUnitedisUnitedinwillinor process the coal mined by Coronado.or maintain its leasehold interests in propertiesaleasesSometitlehasatwhich may adverselyCoronado'sriskorthatbehaveofStates,could result in losses of prepaid(including paymentCurragh,States,representationsorminingtenementsgrantedwhere allthatitleasesorboundariesminingtodominingCoronadoincurCoronadonotin the loss oftitleoperationscollectively,titlehaveatofownleasesand,areunanticipatedalltocontractsthe Australian Operationsorexistminimumoraorsubjectwheretheandmaypredominantlyleasedon(affect its future coal productionof State royalties) or iflease, MLs resultedlossorsome or allassatisfactorywarrantiestoloserenewalif),tothepropertyproductionofconductaCoronadoandcosts.aleasetitleany“regulatoryin Tenements threeroyaltiestheis required,leasetoaccessesprovidedofIntermsexpires.theandits interestanyterminationaddition,couldrequirementsmineralU.S.ormineralregimeare carried out,orofand,”Tenementthe land thatwhere.byAnyincurwithinitsOperationsitsTheretheredevelopmentCoronadoitsin some rareminingin the property and,grantedandchallengerightsofcivillessors,Coronadoexpectedis a risk that the Queenslandisand futureortheeachnoupondamagespropertiesrequireisis subjectonapplicableTenementscertaintymayexploring or mining for coalgenerallygrantorstenementtopropertiesexpirationcases, could result in a loss of the lease itself.licensestimeframes.has notCoronado'snotrevenues.Coronadoorthroughto the title is requiredbethatliabilitylease,oraccordingly,securedcommenced mining operationsisif(able MDLs whereofothersubjectCoronadoanFurther,itstoleasestitleCoronadofortoapplicationcommence),term,thirddefectssuccessfullypriorsuchgrantedortogovernmentrequirewithleaseholdcertaintheparties.isupontominingunableexistis unlawfulmayconditionsaforpermittingpursuantminingfor publicrangeaCoronado to reduce its estimated coalconditions.thenegotiatedefaultorCoronado'shaveandintereststomay changetograntofoperationsbecomplynegotiatetotowithoutattachedandprivatepurposes.orsubjectthesuspendofduringnewCoronadootherwise,coulddevelopingarightMineralwitha tenementnewlandholders.leasesthe terms and conditions of such Tenementextensionstointothe termdelaytoThe Tenementsthetheminingaconversion,tenementminespecifiedcontrolsResourcescouldorTenementsTenementtheaminingof the lease.property.grantedorsomeorexplorationIfadverselysignificantlyortheaamendmentstermnegligence,defaultrenewalcontractsActofcoalconditionsmayby the Queenslandhave expiration datesitstoIn1989reserves.affectminingretainreservessomeandunderchangeofalterfor(Qld).trespass,toonedevelopmentitstheandcases,rightspropertiesaexistingtheIn addition,atabilityleaseofmaylease.CoronadootherthethesequenceatCoronadoberegulatorytimefortogovernment.Curraghleases,existingFailureapplicablecontainingadverselymineranging frompropertiesofiftheyuponreferstheCoronado minesofCoronadotheTenementstounderreliesarepropertysanctionsuchrenewal.meettoassociatedaffectedlegislativeTheadditionalrenewed.onthe14onAugustminingwhichthosegrantmayMLscoalandandtitleatif
Coronadoevergreen,annualWICET.operatingOtherhastencoalayearcosts, as wellminorityproducerstake-or-payinterestwhoas finance costs associated with WICET PtyagreementsinexportWICETcoalHoldingswiththroughWICETPtyWICETPtyLtdLtd(also WICET andholdpay), shareswhose Ltd’sa terminal externalinwhollyWICEThandlingowneddebtHoldingsfacilities.chargesubsidiary,PtytoLtd.exportWigginsIn addition,coalIslandthroughCoronadoCoalWICET,ExportandwhichtheTerminalotheris calculatedcoalPty Ltd,producersorby WICETreference(or shippers)PtytoLtd,WICET’sownshave
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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43 | Coronado Global Resources Inc.
Risk Factors (cont.)
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Officer, James Campbell.number1.18 Reliance on key personnelThe lossofofkeykeypersonnelpersonnelinandAustraliathe failureandtotherecruitUnitedsufficientlyStates, includingqualified itsstaffManagingcould affectDirectorCoronado'sand ChieffutureExecutiveperformance.Officer,CoronadoGarold Spindler,has enteredand itsintoPresidentemploymentand ChiefcontractsOperatingwith a (includingUSACENWPR shrinksThepredictNWPRhow this rulepublishedVirginiawentthe agencies'intotheandwill be enforcedeffectNavigablePennsylvania),onjurisdiction,JuneWatersby the new Biden administration.22,andProtectionparticularly2020.its currentStatesRuleasandandit (relates NWPR environmentalfuture),toimpactreplacingtributariesongroupstheCoronado'sandCWR.haveadjacentThefiledoperationsNWPR reviseswaters,challengessuch asaretothethethewetlands,subjectNWPRdefinitionofinthatofsignificantvariouswere previously covered“watersfederalofuncertainty.thedistrictUnitedcourts.OnStates”by the definition under the CWR.AprilCoronadoand21, replaces2020cannotthetheEPAatCWR.thisandtimeThethe
could adversely1.20 IndustrialRelationsnon-competeCoronadointopositions.thatsufficiently qualified employees1.19 ShortageEfficientreduced availability or future shortage ofHowever, there is no assurance that such personnelcouldMr.atcovered by a single,Thisemploy a 100% non-unionFutureproduction1.21 Approvals, permits and licencesand its employees orAs Curragh.ofSpindler’semploymentitsEnterpriseDecemberresultindustrialfuturecoalwithCoronadomayandinAsminingrestraintssuccessactionsof skilled labourCoronado'sCoronadoandprofitability.Agreementnotofaffect Coronado's31,actioncontractsDecemberMr.befederally-certified collective Enterprisemay2020,usingdisputes affecting Coronado'sablewillCampbell’sbywithhavingnotlabourmodernemployeesCoronadowithdependhasCoronado'stothesebe31,affect Coronado'scontinueaanyinsufficientableforce.nominalfinancial condition and2020,techniquesemployees.greatlyexpertiseofhadtoand,itsemployeeslocateskilled labour in the Australian and U.S. mining industriestoapproximatelykey1,492expirationonemploywherepersonnelandpersonnelanditsorThereemployees.business and futureemploycontinuedapplicable,experiencecontractorsequipmentorkeywill remain with Coronado for the termdateminingtomay14%personnelresults of operations.(otheroperatequalifiedofAgreement.beMayInabilityoforganisedcontractors’requiresinmay result in strikes or uncompetitive workaddition,athanCoronado's26,theitslimitedexecutivesortobusiness,Mr.2022miningperformance.attractattractInskilledaslabourSpindlernumberMayemployeesandoftotalindustryandandonDecemberlabourers,2019,orwillareacceptableexpandemployees,ofretainandretainremainimportantpersonsthe Australianarehisorqualifiedhighly31,preferablyinvolvingproduction,directimportantinof their employment contracts or beyond. In the United States, Coronado has not enteredterms.2020,placewithtoallskilledreports),Coronado'satpersonnel(including,thetradeuntilthereFair WorkInwiththetoparticularlyaddition,personnelrequisitethereplacedAustralianatunionsweremeaningpractices.leastcontinuedinsuccess.butCommission1,608theasexperiencenotcouldainwithorCoronado'syearthatOperations,future.theterminatedlimited to,contractorscoalEnterprisedevelopmentdisrupteventCoronadoof Theexperienceapprovedindustryandthereoperationsasbusinesslossbywereskillssupplementingbargaininga resultdoestheisexperienceandoftherepresentedanFairandtosuchnotdevelopsCurraghoperationincreaseserveofandproficiencyWorkhavethe impactandkeynegativelyinintheCommission.otherpersonneltheMineandinAustraliabyCoronado'sofpermanentthebenefitorganisedCoronado'sinexpands,disputesEnterprise Agreementofdemandmultipleimpactthe COVID-19 pandemic)orandofThetheseniornoticeworkforce,betweenCoronadolabourtheminingmineforminingfailureU.S.Uniteditsmanagementprovisionsproductivity,unionscoal,Operationstasks.Coronadointerests.toprimarilybelievesStates.recruitwhich2019.Anyandor Additionally,thethat could delayIfora material1.22 DroughtIncan be managedchannelTheThese rulessituations(e.g.,contractors,disposalhazardousCompensationthewater,offtakeuse in the Curragh CPPs.production.1.23 Impact on the environmentCoronadoCoronadoQueensland,limitations,2017useamountdomesticgroundwaterentitlementofand pipeline infrastructurefacilities.nationwideofadverseishazardouswaste.will,itsisCoronadoseverelysubjectofand/ortheunableandemployeesuse)wateralloperations.for example,byeconomicCoronadoAentitlementseffect on Coronado'swasLiabilityand otherashortagebeingtonumberpermitthatconstrainedtowatermaterialsmayextensivereduced,obtainThis may impactisgivenorActviabilityprogramrelysupply scheme operator,availablemayofstate alocalof available watermedia.orandtolaws,or exposureandonhighertheenvironmentalbecomethe'Superfund',supplyagreementscommunities.nationwideofmaintainoperationsgenerationwasprocedureincluding,use,thetopriority.financial conditionbe(suchrecentlyrelevantsubjectCoronado'scontroltakento hazardoustheandpermitsand riverforaswouldItinlawsofapprovals,CoronadoisreissuedandAustralia,underprojectstohazardousduringwaterthepossibleandstatutorysuch ashaveability to maintain currentflowResourceundersupply agreementssupply scheme holdersaregulations,asubstancesand results of operations.maywaterinofusestoconsentsdrought),thethattheJanuarySunWater Ltd.waterandrecycleorbeEnvironmentalhazardousConservationCWAentitlementduringcommonotheradverselyareandsupplyandmore2017.Sectionvestedtimeswasterightsitslawwith SunWater Ltd. to regulateofmaterialsCoronadoIfcontractswillaffected,operationstheofCoronadoandclaimsmay404inProtectionrequiredproduction levelsto calculate thevarydroughtthewaterRecoveryprogramsubjectstateandfrom(includingwhichwithhascollectedmayforisCoronado'sActgeneratesandyearthepurchasedunableCoronadoitsformaysubstantiallyAct,1994currentschemeregulatedsomewatertodamageswithoutininimposeyearto(Qld)turnonhazardouswateruseofavailable tothetoandsiteoperatorandresultitsincurring additional costs, which could adversely impact itsinvestigationbyliabilityandtheimpactthe supply of waterrequiredclaims)futuredamsofftakeoperations.theisnationwideinindeterminedorWaterthegenerallyrelatingthetheandoperations,anasotherwaterentitlementsvalueUnitedenvironmentallocation holder,aformerbyActTheseresultregulatedtoallocationspermitstheprovideof2000bycontaminationStates,miningtheorpursuantregulator,ofwaternationwideinifits(Qld).relevantandCoronadoorAustraliaforwaste,usethepits,forsharingcauserequireato these allocations.basedAllocationsCurraghComprehensivewhoofreducedfromassetspermitsbywhichhazardousexposurecouldobtainrulesmayhazardousanonrainfallandCoronadoavailable andindividualbeingapportionment,berequireareofunderapprovalsenteredreduced.theandtoissuedmaterialsimpaired,Environmentalhazardoussubstances.therelevantcleandewateringpermitstoresWaterintoeverysubjectIfpredicted supply.upandCoronado'swhichwithacatchmentforinoffiveoperationssuiteActmaterialsgenerationitsFurthermore,certaintoactivities,certainsoil,could2000Response,years,storageconditionsofsurfacerelatedwaterwork,area.(Qld)havetousesandandforitsorInof
communities.Thesector.indigenousmaintainCoronado's long termregulatorsofstandardsand submitapprovalsCoronado'sapprovalsperformanceviolationsentity could provide a basis to revoke existing permits and to deny the issuance of additional permits or modification or amendmentmaycircumstances,requiredthiscustomers’futuretrendrequirementotherwiseHowever,foritsminingorcontinues,thatbe metthatarising ability to use coal producedobjectionsculturalperformancecoalcurrenthaveofCoronadoenforceengagebeminingoperations.miningtheretobefore a permitbeenunderdelayed,heritage.obtainproductionitproduction targets. The permitting rules, and the interpretations of these rules, are complex, change frequently and are oftento requestedcouldisthem,intheactivities.hasapplicablenomustandtheandsubjectrefusedassurancebeenCertainmateriallyallInpermittingoperationsobtainmaintainprofileofaddition,is issued.theInwhichpermitsofminingorlaws,statesandpermitsubjectfromby its mines, which, in turn,andorrevokedapprovalsprocess,dependmayCoronado'sguaranteemaintainsuchand environmentalThe public,laws,adverselyitswhereorofmakeexistingreclamationifasincreasinglyon,includingenvironmentalCoronadoandincludeCoronadothecompliancethatamongaffectoperationsincluding non-governmentaladdressoperationsSurfaceCoronadobringingminebondCoronado'sstringentotherorimpact statements.operates,potentialmoreanyMiningregulationsdevelopmentrevocationdependcould haveorthings,willlawsuitsentitytodifficultregulatoryobtain,Controlminingdevelopapplicableandonbeingthatortoanda material adverseitsoractualapprovals,secure,suspension.challengeoperations,ownsandimpractical,abilityableanditsotherThese commentsorganisations,lawsgrowthissuesReclamationadministrativetoorortolaws,obtaincontrolsbetheenvironmentalandobtaindevelopmentforThus,projectsandableissuanceforregulationsformer,oneffect on Coronado'smayandtoanti-miningitsorpastActaarerequirementsmaintainiscurrenttimelyinpossiblymaintainoforexistingofpreparedunderapermitsand1977ongoingpermits,manneralsobasis,operations,groupsanyexpansioncommonpreclude(andconsents SMCRA provideand,in connectionorandandwhichviolationsthefuturealland individuals,financial condition andinextensivevaliditymaintain,ofownershipthe)Australia,andthatwillexpansionthefrominminingcontinuanceofthecostresultrequiredaorwith applicablefederalprivateminingUnitedactivismalladequacyof existing permits. In recent years, the permittingstructures,projectstenureorinnecessaryandhave certaincontrolprofitableconsents,andlandpermitStates,ofgrowthandandisongoingstateofownersresults of operation.commonthewithlitigationregulatoryapprovalsenvironmentalregulatoryorrequireminingapprovalsminingprojects.subject to the interpretation of thetransportstatutorymodificationCoronadooperationsandtobythatoperationslawsrelatingprocesses,allgoodapprovals,environmentalExamplesrightsofandcompaniescertainhasimpactbycoalorrelationscan,rightsCoronadototo commenttheunabatedandand/ornativeenvironmentaland thestatementsunderincludingofdevelopmentnecessaryCoronado'sinregulatorywithgroups.titletheachieveorcertainpermitpublicuponsuchlocalcoalandanyortoIf Miningpollutingpersonalliabilityleasesstrict, joint and severaldamages,Coronadoviolations and take preventativeCoronadoimpoundmentisregulation.ofcontamination and associated liability, as wellextensivedamagescombinedminimaldamagesorclaimsoperationsubstances,injuryand injuriesoperatesdamagerefuseorofmaintainsSlurry impoundmentslikelihoodsubstantialevenarisingareaundertoand doprocesses,ourfortowhere particlesandcommonoutpossibilityextensivetheemployeesto naturalexplosions,thewith other miners or parties or with Coronado's contractors, such that Coronado may be held responsible for more than its share of the contamination or otheratfines,notofenvironmententirepropertiesimpound slurry.suchincludinglawpenalties,ofsteps against possible future violations, increased compliance costs, orresourcesmetallurgicalamounthave been known to fail,andflooding,orfailure.failureare allowed to settle. We have procedurestoenvironmentalcontractorsandblastingwhichofotherand/orIfand plantdamagesfires,naturalFouroneas for relatedcoalhazardouscivilandspills.accidentalenvironmentalofofresources,refuseandregulationsprocessingCoronado'sandCoronado'sassessed.Atcriminalwildlife.substancesreleasingareasthefines and penalties.minesuchU.S.Additionally,inoresanctions,impoundmentsdamage,Ofandimpoundmentswaterrelationlarge volumesOperations,asthe six refuse areasbodies,haveslurrybodiesdischargesdecreasedtobeenthecananyimpoundmentsthesein place thatofcurtailmentin the U.S.refusesentviolationsalsowaterwereofmattersandcoalcoalforgeneratethatareastoamong Coronado'sexcessivetreatment,slurry intoproductionthe Curragh slurry impoundmentsfail,oforoverlie mined outmaytheatenvironmentalcessationandCoronadoitscoalenvironmentalarise,impoundmentsminingdustthe surroundingstorage,slurryandcosts for environmentalforofandpossiblecouldproperties.example,operations,reaches,U.S. mining properties,lawsareas,disposalnoise.impacts.bebyarelegalwhich can pose aSuchenvironment.outasCoronadosubjectorAtfrequentlyorderswellTheseliabilityofotherCurragh,riskscurrentasremain below the surrounding topography sototohandling.remediation,couldimpactscouldcreateundersubstantialpayinspectedStructuraloronly three impoundcoalcompensation,leadformerresultheightenedenvironmentalliabilityinclude,Coronado'sslurryto,rehabilitationandclaimsinfailureactivitiesamongfordamageissubjectbutrelatedriskdisposedofforordersliabilityareregulations.otheranofatslurry;thetofailuretonotimpoundmentsitesor rectification works.personalthethings,toextensiveresultingofforlimitedtheremedythatapplicablebyand thesuchEmployeeother facilitiesthepumpinginjuries,Coronadoto,claimsenvironmentalgovernmentalimpositionthecanassessmentleakagesminethateffectspropertyresultmayorintoowns,therestrictsite,areanbeonofofin
In particular,challenges,(theUSACEextensive CWA issued).ongoingwhichIncertain oftherecenthavelitigationCleanCoronado'syears,resultedWaterandtheadministrativeRuleinSectionactivities require a dredge and fillincreased(the 404 CWR costsproceedings,permitting), underand delaystheprocessCWAas ina resultthethathaspermit frompermittingwouldbeenof whichfurthersubjectthe U.S. Army Corpsprocess.theexpandCWRto increasinglyInhasaddition,thebeencircumstancesof Engineersstringentinenjoined2015, theregulatoryinwhen(certain USACE Uniteda SectionstatesandStates) under Section 404 ofadministrative404(includingEnvironmentalpermitWestisrequirementsneeded.ProtectionVirginia)the U.S. Clean Water Act ofTheandAgencyCWRandreinstatedaisseries( EPA the subject)inofandotherscourt1972theof
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Risk Factors (cont.)
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1.24 Financial assurances for obligations 1.27 Increased regulation of coal combustion and coal mining in many jurisdictions
Australianworkers’obligationssurety bondscompensation,lawsinin connection with the U.S. Operations.theandUnitedU.S.to provide financialStatesfederal areandtostateprovidelawsassurancesarequirethirdTherepartyCoronadofor coalaresuretyno cash collaterallease obligationstobondprovideor providefinancialand to satisfy otherrequirementsa assurancesletter of credit.to supportrelatedmiscellaneousAs ofany of the outstandingto Decemberrequirementsobligations.31,to2020,reclaimThebonds.Coronadoprimary methodslands usedprovidedfor mining,US$32.3Coronado usesto paymillionfederaltoofmeetthirdandthosepartystate Globalindirectly,includingextractionconcernsAustraliaandand combustion of fossil fuels, to addressemissionsaboutand climatethefromUnitedcoalchangeStates,miningcontinueshaveitself alreadyaretothe impacts of climate change.attractsubjectintroduced,considerableto pendingor areandattention,contemplatingproposedparticularlyregulationthe introductionin relationas parttoofof,theinitiativesregulatorycoal industry.toresponsesaddressEmissionsglobalto greenhousefromclimatecoalchange.consumption,gassesA( GHGs numberboth), includingofdirectlycountries,andthe
inbe no assuranceScheme Manager completedReview Allocationdecision) ofmanagesInannually,Thebeformulaicpayinga(Qld)Since AprilcarriedofminingCoronado'sexperiencetermsmine coal. That failure could result frombyfinancingoperatingInhighrespectourNovemberAustralia,thirdafinancialtransitionimpacts the waylessERCriskacanout.partycontributionand assessment fees are payablearrangements.calculationthe Scheme contributionsresults could be materially adverselyoffavourable1, Curragh’sallocation,difficultycommenceThisandfinancial the MDL162provisioning2020,2019,suretyperiodour Mineral allocationthat Coronado'sofany financial assurancetheprocuringfinancialbond“Moderate”assuranceoftothat ourtoCoronadorequiringERC. The prescribed percentages for each category are:ofortheirSchemetheIfCoronado and threecontinue,schemeissuersCoronadowillSchemeEstimatedan assessmentcapacity Energy orAustralian OperationsputyearsCurragh.obligationswillrenewingManagerTherisk categoryourof(uponand the sureties on behalfany Scheme beand/ortheirfailscommenced Resources moderatetoresourceRehabilitationa variety of factors, including lack of availability of surety bond or letters of credit, higher expense or unfavourable market terms, the exerciserequiredfailuretocarrythosetorightcompleteditsmaintainmayeach time therecurrently held for environmentalthemaintain)ofsuretyunderoutaffected.allocation will not changetotorenewals.the Annualactivityratinggivingincreaseto (Financial maintainrefuseandinnegotiateitsmust provision for andbonds.theearlyCostadequatetheresultsofdischargehistoricalatFinancialtosuretydueassessmentBecauseCurragh(Review Allocation for Environmental2019surety ERC renewis an allocation decision for our Provisioning) Ininthetoof the Queenslandaddition,bonding,Curraghto).afinancialduringthebonds,percentageOurProvisionintothenumbertheCoronadorehabilitationofsuretySchemeERCaCoronado'swhichin future years.riskbeingitstheletters Act assuranceofmanage associated costs of providingminingisapprovalsActcategoryAnnualand 2018 factors,isofalltheobliged(1) Very low: 0.5%; (2) Low: 1.0%; and (3) Moderate: 2.75%. In the eventManager.ofrequiredsuretyisState Government.minersthecostliabilitycreditmanagedpermits(Qld)bondinReviewincludingrequirementunderalready held in Australiatorespectestimatedtoorinby(issuersmakeOurand Financial beoperationscouldQueenslandotherfederaltheAllocationbyprovidedcontributionobligationoftheAuthority NumberaFinancialthemaybebyfinancialguarantees100%tosizeandschemeinvalidated,the Provisioning providein Queensland.demandwithforofofstategovernmentwereatProvisioningitscontributionisEnvironmentalthethethecalculatedmanagercollateralminingorlawassessedERChighertimeare treated asSchemesecuritywhichfinancial assurances relatedEPVX00635313 andto Act forourfootprinthavedepartmentfeesto)Actwould(forEnvironmental Scheme asmininginandManager.arrangementstheAuthoritythesefuturebasedorconjunctiontheSchemereceivedpreventandadditionalsurety under the Financial Provisioning Act.prescribedoperationsbondsthirdof Manager onnewTheNumberrehabilitatingtheminingofpartyAuthorityissued an AnnualangovernmentwithorwouldSchemecollateral,regulator’s2.75%initialpercentageother)cease.suretytheandEPML00643713operationsto mine rehabilitationadverselyofNumberriskEnvironmentalacceptablefinancialManagertheThisincludingthebondregulations,assessmentallocationlandERC.(dependentriskfromReviewCurragh’saffectEPVX00635313.ThereissuersassuranceonisassessmentsecuritylettersInaandwhichcontinuing,decisionDecemberCoronado'sstatutoryProtectionandAllocation ofofunderissued ERC is allocatedonofbothobligations.ourinCoronadoiscreditriskplacetheprovidedoperationbasedistheofficeranandThere2020,allocationActreviewedabilitytermsoramountAnnualbefore“High”futureother1994onmayandcanthewillbytoofisa Thereandwhichto pendingAsemissionsagreementvoluntary emissions reductions contributions (theUnited States formally re-joined the Paris Agreementexit process. In an executive order, President Biden directed that federalinstringentreductions55 countries, which account for atglobalCoronadoAtCoronado'simpact the metallurgical coal industry,investorsTheCoronado'sInchange,pressureenergytheaddition,present,asteelmaking.absenceresult,Parisisaretemperatures,optionsgovernmentconsideredfederalfromdivertor its customers orthreeofwill be to reduceandwasCoronadotheAgreement.coalnumerousoperationsGHGs.oflendersproposedcapital to low emission sectors of the economy.growthwhichfollowedregulatoryprimaryregulationsmaySecond,tomeasuresInincreasebeiscouldtobeproposalsof–NovemberWhileprincipallysourcesbylimitadverselyregulation,alternativeeitheracombustioncertainty,economy-widemorethetoresultlowerfundingthethefurtherto subsidize renewable energy production while reducing subsidiesUniteddirectlyofhavepotentleast 55% of global GHG emissions. The Paris AgreementabilityParis2014,infocusedthe demandimpactedGHGsin the jurisdictions in which Coronadoglobalenergytoaor if Coronado'sreduceofbeenNationsmaterialAgreementfossilorGHGofanfuelnetassociatedcountriespolicyindirectly,onoptions,madeagreementifbyfuelGHGsthanemissions levels by 50-52%metallurgicalcomprehensiveFrameworkfor coal used in electricity generation, Paris reductionequipmentinconsistenciescompaniesandcarbonsetson February 19,toinsuchthroughability to obtain capital for operationswith Agreement theareadaptwasonlyasdioxide,theinConventionUnitedlikelyusedcoalannouncedvoluntarythecouldrenewablestosupplierscoallegislationtheproduction,toanddemandin). The Paris AgreementStates.directlyindustry.resultcontinueadversecoal2021.directpledgesonagencies review recentandbetweenproductionoperatesorinandMoreover,fromClimateforintoPresidentregulatoryfurtherregulationsFirst,customers.whichimpactstocoal.disruptivethethe 2005forbe thetheChangemadeatmosphere.reducingas partisdevelopmentItandonwhich could in turnofTrump previously withdrew the United States fromnotcouldendUnitedimpactsclimatefocusingAprilpowerCollectively,levels by 2030.toatusedwas entered into force on November 4, 2016 after ratification and execution by more thanof initiatives to addressis materially reduced.use(transportwas signed by representatives from UNFCCC theGHGs,also22,Statesin(suchofactions that the President believes may interferegenerationchangeinternational,Theseofresulton2021,connectionCoronado'sfor the fossil fuel industry,alternativetheGHGandCoronado's)astheseconferenceemissionsrecentintheandadverselycarbonChinareducedemissiontechnologies,Bideninitiativesprovidewithnational,coalenergyexecutivetaxestocoalfromglobaltheAdministrationimpact Coronado'sinbycutaccessreductionschannelsParis,productionitsorindustriesandtoregionalGHGscoalclimate change.actionsotherchangescustomers.customersdevelopmentstoFrance,consumption,effortsbytocapitalcharges)areand195 countries and aims to hold back the increase inandsignalfinanceofannouncedmoreinadopted,to promote divestmentcoalinstateincommunityThird,broadertobusiness.whichcoal-firedathanthe Paris Agreement,eachfundfiredprojectsshiftlevelstransportationcouldcoal25%particularlyanthatmainstreamCoronado'shaveelectricitytowardwith the Unitedagreementofresultminingorelectricitythatthebelowgovernmentgovernmenttheconsiderationtargetleadinpotentialitselfgeneration.andif2005higheracceptanceactivitiesoftheygeneration,towasforproductionfossil fuel equitiescanGHGbeginninglevels States’directlyUnitedtoattitudesadoptedtoelectricityreleasemonitoradverselyreductions.ofasThebyofnew participationStatescokelendersorarea four-year2025.alternativemarketcallingtomethane,indirectlyandcostsorsubjectclimateplants,affectmoreGHGThislimitTheandandforforto
EnvironmentalCoronado’s1.25 Mine closuresfinancialAuthority amendment;assurance obligationscompliance with existing Environmentalmay increase due to a number ofAuthority obligations; andfactors, including but not major changeslimited to any changeto financial soundness of the Environmentalthat increases ERC or area of disturbance;Authority Holder.any major Coronadoemission standards. The potentialwhichcondition or results of operations.any andsuchitslaws,customersregulationsmayanddirect and indirect financial impact on Coronado of future laws, regulations, policies and technology developments may depend upon the degree toalsodevelopmentshave to investforcein carbonreducedcapture,relianceutilisationon coal andas astoragefuel source.( CCUS Such) technologiesdevelopmentsin ordercouldtoresultburninthermaladversecoalimpactsand complyon Coronado'swith futurefinancialGHG
site.investigation,QMI,due to environmental,expenses,Federal and state regulatory agencies have the authority following significant health and safety incidents, such as fatalities, to order a facility to be temporarily or permanently closed.For example,exceed Coronado's currentonimpactplannedmines,historicalfutureaccrualsaffected.result of the ongoing1.26 Assumptions underlyingThenecessary.surface mining asanEnvironmentalWorktheexpeditedassetandonmineareoutcomeexperienceitsemployeeatEstimatesfromretirementinsufficientonon January 12,operatingthelifebasisFebruaryMarchsuchwellmineofProtectionCOVID-19 pandemic.atwhichredundancygeological, geotechnical, commercial, leasing or other issues. Such closure or discontinuanceofandasasitsandcosts30,recommencedorCoronado'sdeep mining.operations,14,Coronado'spotentiallyestimates.Coronado'scannot2020financial2020,the provision for reclamation and mine closure obligationsandAct2020,until1994costs,thebeCoronado'stheperformance.totallosepredictedIf one or more ofandtimingmetallurgicalminesCoronadograduallyliability(Qld)QMIcontractorrevenuesreclamationdependinofallowedandinCurragh mine wasatthesuchaccruesafromthethisonManyfuturedemobilisationU.S.coaland,tirecosts,aU.S.time.andJanuaryCoronado's mines are closed earlier than anticipated,numberpricesOperations,forofandfor the costsyearSurfaceminetheseCoronadosomeestimatedwheelisrecover,of17,closinggreatertemporarily suspendedcostsofvariablescostsMining2020rimitswhichcouldofprovenoperations,subjectcouldfittingliabilitiesandcurrentthanfollowingControlwereinvolvingalsootheractivitiesalsoreserves,currentlytomine disturbancetemporarilybetotalledandregularbecostspayreturnrequiredassumptionsincurredReclamationtoforanticipated,assumptionswhen a contractororrecommence.US$122.1assessmenttotakelossidled,toworkifcloseoraofand finalandpayfromminesafetyActrevenues.Coronado'smillionorinvolvingarrangementsestimationinestablishTheMarchdiscontinuewaslinesessionswasmine closure,asCoronado would be required to fund the reclamation and closure costscircumstancesunexpectedlywithIf30,ofthirdfatally injured during a tire change activity in the main workshopfutureandoperational,andDecembermarketof2020involvingoperationspartyoperationsthatwhenthereforeoperatingtoincluding theCoronadodemand,contractors,placedJuneofincurred,31,allreclamationthisatmaycould resultworkersresults1,2020,particularincidentonin2020nobethesethecarecostlongerinflationsubjectbasedandinoncaseandareandofminesclosureinthefinancialsite.treating mine water dischargeuses,significantclosurecurrentlyuponoftomaintenanceratescasethechange,beforeUponandwhichpermitofandGreenbrierpositionstandardsundertherehabilitationcompletionclosure and rehabilitationthediscountwouldincludingrequirementsBuchananbeforeendinvestigationcouldforhavemine,ofrates.thetheirtheallofbecostsanandaspectsaeachestimatedadverselyendmineadversedetailedandIfLoganbywherethesecouldofasthethelifeonitsofa 1.28 DecreasesInOperationstermcoalStanwellpaid by Stanwell. See item 1.41 regardingincreasing naturalU.S. electricity generationFurther reductionsasmay have a material adverseForWhilesuchelectricity generation due to retirement of coal fired capacity in favour ofendedadditionwelltheorsupply arrangementaspowerDecember 31,aselectricity.yearnaturalcan setanytoandgenerationendedmetallurgicalreduction7.2%in demandgas,volumes and pricing is setgasHowever,in the demand for coalDecember2020.ofenvironmentalconsumptionCoronado'sfrominto Stanwell.in 2016.coal,demandfor coal fired electricity andAs such, anycoaleffect on Coronado'sthermal31,thesold2020,while decreasingforAustraliantotalregulationscoalSales oftoelectricitychanges in coal consumption by electric powerrevenuesStanwellsalesfired electricityrisks relatedremainsat significantly below marketthermalOperationsofandgenerallythermalfinancial condition and results of operations.isfora coalcostnotthethechangesto the Supply Deed with Stanwell.coalgenerationdirectlyconsequentialconsumption.effectiveyearandcoalasby theaU.S.endedrepresentedin thermalresultexposedAustralian OperationsformOperationsand the growth ofofDecemberalternativerates.Electricity generation fromofdeclinethecoal consumption patternstoenergy,2.4%impactfluctuationsCoronado's cost of supplying coalproducein31,ofenergy.electricitytheoftons2020.alternative energy options,theincreasinggeneratorsto domestic andsomeinsoldongoingThe low price ofThethegenerationthermalbymajorityglobalCoronado’sfocuscoalCOVID-19in the United States could impact Coronado'scoal.isdemandonoffromexportnow second tothenaturalrenewableSalespandemicU.S.fossilthermalbuyersforto Stanwellsuch asofgasOperationselectricityfuels,thermalenergycoalin recentare exposed to fluctuationscouldnaturalrenewables,isproducedhasexpectedcoalgeneration,ormateriallyandbeen and may continue to be greater than the pricegas,years hasthermalrepresented0.4%which surpassedbyand alternate power generationtoreducethe Australiancoal.ofcompetitionresultresulted in some U.S. electric generatorsCoronado’s28.4%Undertheinbusiness overin the globalthedemandtheoffromcoalOperationsfurthertotaltonsStanwellasalternativeforrevenuessoldthe leading source ofdeclinethe long term.demand for thermalthermalbyissupplysoldthetechnologies,fuelofforcoal,Australiancoaloncontract,sources,theawhichyearfiredlong
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 44
Risk Factors (cont.)
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appropriateIfextinguished with respect to thatofrelationpendingThe risk of unforeseen native title claims also could affect existing operations as well as developmentrightslaw,compensation.1.29 Native tileIn Australia,titletraditionaleachnativethe proposed activitieshasmayStateandtoresolutionalreadytitleimpactland oranyinterestsandtraditionalmineralistenementseitherTerritory.thebeenwaters.of the statutory proceduresunderexplorationcontinuedownersdetermineddeterminedon their native title rightsThe existenceTheCoronadoCoronado'sto their lands, in accordancecommonoperationsandpart, Coronado may be required to negotiate with, and pay compensation to, the native title holders for impairment,totominingacquires.existexist.tenements,lawofundernative title in Australia is recognisedortenureNativeofthereimposed by the Native Title Act andTheAustraliaCoronado'sand interests. Compensation obligationsthe(andexistencetitleareNativeismanyregistered,recognisesthewith their traditionaltenements,ofTitleothercommunal,nativeActbutformsa formtitleandundetermined,developmentgroupoforapplicableoftenureanativelaw andand protectedregisteredorconsiderableindividualortitleprojectsStateinterestscustom.nativethat,nativemay also arise pursuantandinrightstitleandinexpensesinaccordancetitleCommonwealthcircumstancesland)claimstheandprojects. Although native title will not prevent the exercise of any validly grantedclaimconstructionmayinterestsmay be incurredovermaywith the Nativecoveranyprecludewherelegislation,oflandto agreementsofpartAboriginalCoronado'sitthatoforhasin negotiatingtheTitle Actdelayis subjecttogethernottenementsorbeentheexpansionwith native title claimantsTorres1993 (Cth) (withgrantingtoextinguished,and resolving native title issues.a theStraitclaimandactivitiesrecognitionofnativeIslander Native forexplorationloss or diminution or other effectnativereflectsand/ortitle Title peopleoftitlehasor native title holdersnativeand Act givetheornot)inminingentitlementlandriseand legislation intitleotherwiserelationwheretoattenementsliabilitycommontonativeofbeentheirtheforin cessation or interruptionCoronado has policies and procedures to identify, manageassuranceadverse1.32 TaxationFederal, state or local governmental authorities in nearly all countries across the globaltaxes,Included2021,December 31,dutyassessmentappropriateassessmentamount,issales relatedeffect on Coronado'sanwithinthatamountandofofalthoughon the coal industry2019,damages,suchacquisitiontheCoronadostamptaxes,outstandingrespectively,policies,itof operations.hastheroyalties, stamp duty,will vigorouslydutyrelatedreputation,indicatedproceduresimpositionpayableforpending assessmentaccrualsstampthatcouldfinancial condition andchallenge any assessment on the aboveofanddutyinpenalties,inCoronado’sestablisheditspotentiallypayableenvironmentalview,suspensionby the Office ofonstampbeand mitigate legalConsolidatedinternalthehighertaxesCurraghdutyresults of operations.ofcontrolsmaythanand income taxes.productionState Revenue in Queensland,acquisitionBalancebethewillrisks and address regulatory requirements and other compliance obligations. However, there can be noassessedamountadequatelyorSheet,basis.ofdistribution,US$33.1coalprovidedonincludedtheprotectmining industry impose variousCurraghmillioncostlyfor.inCoronadotheCoronado(A$43.0Australia.changesacquisition,Annualagainstmillion).considersReporttoThe OSR hasequipmentunencumberedfraudulentThisonitsFormforms ofamountpositionornotor10-Kprocessesyetbycorrupttaxation on coalwasprovided any formalatfiledtheDecemberoutstandingStanwellwithactivityduetheto andrequiredSEC31,producers, including productionarrangements.assuch2020,atandassessment ofDecembercorrectiveactivityASXas accountedonAscould31,Februaryaaction,result,the stamp2020havefor,orand26,theanisa
financialThese lawscapital,extensiveregulationsTheIslandercause delays in Coronado'scontinuing operations,1.30 ChangesTheAnygeneration,ComplianceexplorationThesedeterminablebreachnotInAlthoughaddition,harmAboriginalcoalfuturelawsofoperatingculturalconditionminingAboriginalthetheandlegislationoccur fromormore stringentitandarewithduemayculturalfailurein andproductionCulturalcomprehensiveregulations,constantlyindustryheritage.applicableandinandalsoculturalpartcompliance with governmenttoandheritagecompliancetheretime to time in the coal industry andresultsHeritageberesolveistoatTheregulatoryworkplacenecessaryevolvingsubjectheritage.continued operationalfederal,theareparticularly new legislative or administrativeCoronado'sdutyofmainregulatoryfactno such currentActanyoperations.coststoofstatethat2003andmechanismchangeissueshealth and safety laws, more rigorousforregulationcare.andcertainoperations.mayCoronadoand(Qld)requirements,ThiscouldassociatedimposingExampleslocalbecomeandor anticipated issue.implementationbythroughdutyand expansionpolicy, regulationhavelawsfederal,totheCoronadoofentermoreincreasinglyaTorresofwithcareandwhichalongmaterialminor violations havesuchstateintoconstraintsregulationssitesrequiresStraithaseachofwithchangesactivities.separateandadversetheoforstringent.incurred,IslanderchangingActlocallegislationindigenousaregulationsproposalspersonormayoperatesarearrangementseffectenvironmentalauthoritiesmoreCulturalandbecomefutureTheinterpretationsoccurredcarryingonstringentheritagemayfor(or judicial interpretationsultimateisCoronado'slawsaHeritagetheseinmoreinlistouteachwithat the Australian Operationslaws, and changesortherequirementsofsignificanceimpactlawscostlyanregulationsplacesthefuturerelevantofAct 2003activityoperationshavetraditionaltheseandofincur,andcomplyingnotjurisdictiontotimecould(Qld)thatrequirements,mayartefactstakeyetsignificantandofownersconsumingto existing taxationmayaffectprovidebeenadverselyexisting lawsallitswithreasonablelimitwithcustomers’ofthepromulgatedofexistingand U.S. Operationsheritageexpendituresathetherespectviolationsandframeworkcoalimpactsites.emissionandmayminingandlawsabilitysignificance.toandregulations),Coronado'sThisdelayandofapracticableforandtorangeroyalty legislation.industrytoofapplicablecouldincomplytheuseGHGscommencementregulationscertainprotectionofin the past.Coronado'sThebeandindustryexpansioncouldmeasureswithorcostlyfederal,instancesActsthemaysuchresultisofusealsospecificfornotadverselyAboriginalproducts.ortostateregulationactivitiesCoronadoin substantially increasedofalwaysarecreateensureinterruptthermalandundergoingandaffectDueoffensesandclearlygeneraltheandandlocalcontinuationandcoalinactivityTorresCoronado'sCoronado'slegislation.partpotentiallyknownlawsinrevision.matters.suchpowertoStraitdoesandtheasorof Ifareasfrom1.33 Impairment riskCoronado'sexplorationminingrisks,Asmining asset in Coronado's1.34 InternalCoronado'sdesignedcould lead to a reductionDuringCoronadoOxleyCoronado'sa negative1.35 Insurancenewa resultthat providedoperationalinActlegislationoperationsthewhichto providefailsofeffect on the tradingof the ongoing COVID-19 pandemiccourseandbusinessbalancemanagementcontrol2002,ittoriskevaluationsellsorandmaintainand,for by Coronado,ofCoronadoregulations,reasonableoversheetcould be adversely affected,geologicalcoal,theasin the valuationfinancial reportingissuch,includespreparationanfinancial results for the yearassetsorresponsiblewhicheffectivemayprice of its securities and Coronadoassurancerelatedarerisks,anda numbernotCoronado'ssubjectadverselychangesofintangiblesystembetoof certain of Coronado'sforCoronado'svariousregardingabletoestablishingofmanyaffectand resultingofinbusiness, financial condition or results of operationstoassetsassetsdisclosurecurrentcoalformsreportthe reliability of financial reportingofitsfinancialproductionthatendedthekeyof(includingandaccuratelyandcoalsamearecustomers,marketorpotentialmaintainingDecember 31,internalsubjectstatements,taxationassets and result in an impairment chargerisksandcould be exposedgoodwill).conditions,orchangestofuture stockholderstotimelycontrolsareorwhichimpairmentadequateincomeadoptedCoronado2020.TheonCoronado recognisedinCoronado'soveritsestimatesvaluesorfinancialinternalorto litigation or regulatoryfinancialrisk,otherandevaluatesif theofparticularlycould lose confidence in Coronadothe preparationtaxesoperationsofthesecontrolbasisresultsreporting,provenandgenerally,uponassetscould be adverselyoverora non-cash impairmentlongandcorrectsareadequatelyincludingwhichfinancialof financial statements in accordancearelivedprobablebeing recognised.exposed,orproceedings,generallywhichsuchanyassets,satisfactionreporting.identifydeficienciescoaldutiesincludingincreaseaffected.includingderivedreserves.which may be costly or divertorandcharge ofInternaland/oroftaxesCoronado'sdecreasesreducetheinfromproperty,AdverseitsarerequirementsitscontroltheinternalUS$78.1 million inreported financialfraud.assessedinfundamentalcostsplantchangescoaloverTherefore,controlswith U.S. GAAP.andorprices,oroffinanciallimitequipment,inlevied,Sectionthesevaluationitsforeignmanagementoverresults,relation to thetheabilityreportingchanges404andfinancialfinancialcurrencyminingtowhich may causeofofothercompetethetheorattention.isreporting.conditiontenements,riskGreenbrierisunderlyingSarbanes-aexchangedifferentprocessfactorsin theofIf
unforeseenpollutionframework.TheMoreover,unprecedentedandincur equivalentCoronado issuch environmentalU.S.costsandOperations,andchangesToenvironmentalalso affected by varioustheoperatingthecompliancecosts in their operations.potentialextentinlaws and regulationsmaytherestrictionsthatlawabandonmenthaveliabilitiesefforts;mayrequiredanimposeadversecouldresultingnecessaryother international,expenditures,reducecostsdivertadditionaleffectfromandforcustomer demandCoronado'scomplianceoncoalobligationsstandardsasCoronado'srelatedfederal,with management’sallwithforactivities,andcosts,state,competitivewhichfor or increase the price of coal, Coronadosafetya heightenedlocalareCoronadowhichandnotand tribalattention;environmentalpositionultimatelymaydegreemaybeor indigenousandrelativebecomecostlyreflectedofmayresponsibilitylawstotorequireliableforeignandremedyinenvironmentaltheregulations,aspricessignificantproducersforaorresultCoronadoadverselywill be detrimentally impacted.of coal,lawswhichofexpenditures.anditsCoronado'sand regulationsandimpactactivitiesoperatorsis a majorits stockholders,itsmayForoperations.inoperatingcostotherexample,bethatconsiderationdifficultcountriesimpact its customers.directorsresultsInCoronadoparticular,to assesswillwhichforandbetheemployees;maymaydetrimentallytheunderAustralianacceptablealsonotTo the extentthebebecurrentmayrequiredOperationssubjectimpacted.levelrequirelegalthattoofto Shouldeconomically acceptable premiums or coverage may be reduced. As a result, the insurance coveragemay incur. The occurrenceof operations.Coronado haspremiumsamounts of coverage. As a result, Coronado may notIn addition,which CoronadoCoronadoandCoronado may become subjectinsurance coveragedeductiblesis not insuredsuffer a forof a significant adverse event not fully or partially covered by insurance could have a material adverse effect on Coronado's financial condition and resultsmajorcertain(or uninsuredarefor certaininsurancenot sufficiently insured)to liability (including in relation to pollution,loss,operatingpoliciesfuturebe able to renew its existing insurance policies or procure other desirable insurance on commercially reasonableriskscanfinancialincreasethator cannotprovide limited coverageperformancesubstantially,insure, including liabilities in respect of past activities.couldandbeoccupationalinmateriallysomefor someinstances,illnessesadverselypotentialmay not cover the full scope and extent of claims against Coronado or losses itcertainor other hazards),liabilitiesaffected.insuranceassociatedIn addition,mayor sufferwith itsbecomeinsurancelossbusiness. Asunavailableresulting frommay nota resultorcontinueavailablebusinessof markettoonlyinterruption,beterms, if at all.availableforconditions,reducedforat
1.31 Compliance with applicable anti corruption and trade laws, regulations and policies
Anycontractors,relevantactivitiesfraud,laws fraud,andbribery,individualsandregulations,bribery,customers,othersanctions,misconducttomisrepresentation,privacy lawscorrespondingservicecompetitionmayproviders,andhaveandregulatoryregulations,moneymisconductbusinessoccurredlaundering,sanctionsU.S.partnersinorthetrade sanctions,causepastorviolationsandotherseriousandotherclaims,mayofthirdreputationalthe U.S.occurapplicableandpartiesincouldForeigntheorcouldtradefuturealsofinancialresultCorruptsanctions,resultandharminmayinPracticesviolationsantoresultantieventCoronado.competitiveActinofofcivilrelevantand other applicabledefaultInandaddition,behaviourlawscriminalunderandfailureCoronado'sliabilityregulationsor lawsotherto undercomplyorfinancingmisconductregulationsbyincreasinglywithCoronadoenvironmental,arrangements.bycouldandstringentCoronado'sresultsubjecthealthTheselawsin litigation,Coronadoemployees,relatingorunlawfulsafetytheorto
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39
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Risk Factors (cont.)
Coronado'sCoronadoFurthermore,counteringofCoronado1.37 Miningrequirements. Whileresources,1.36 CybersecurityCoronado'sdisasters.Theseoccurrences.operations.In addition,accuracy,sensitive,disruptionsStrategichas controls in place, it cannotmay be requiredcapacitythreats.electronica disruption in,in the CAPPsystemsbusinessconfidentialItCoronadois possibleorattacks, naturalFailuresandtargets,Coronadoanycouldcommunicationsmaymaysecurityorsignificantthator failure of,to incur significant costs to protectbebeofotherwisesuchhaveCoronado'simpactedmaintainsanybreachedofaslittledisasters, terroristofitsincreasesenergytheseprotectedinformationandCoronado'sorbyprovidesomeornoITcertainoccurrences,disruptionsdamagedrelatedsystems,oversightinofenergyassuranceinformationitstechnologyinformation technology systems could adversely affect itsfinanceassets,criticalattacks and otherwhetherbywithsuchpricesorcomputerthatITrespectfunctions.amayoragainstascombinationsystems,(IT),thatcausedthea cyber attack will notcybersecuritybefollowtosystemscorruptionviruses,atandDespitesecuritysimilar crises or disruptionsmaliciouslygreaterit remediateiscouldofalsofornaturalthem,measurestheofattacksriskresultdependentthedata,orsecurityofcouldthe damageoperationsorinadvertently,occur.infutureorwhichmangovernmentemployedhavefailures,measuresonterroristmadecouldthirdaofcaused by such disruptionsmaterialmanythreatsmaybyincidentspartiesadverselyimposedorthatthirdcybersecurityresultofadversetoCoronadotopartybusinessitsorphysicalprovidepriceinaffectbusinessdisasterstheserviceeffectcontrols.disruptionoperationsCoronado'simportantattackshassecurity,onproviders,processesorimplemented,or system failuresCoronado'sCoronado'sunauthorisedthanofITandand financialitsbusinessservicesotherwhichbusinessandextremebusiness,insurancetargetsincludingtomayphysicalrelatingoperationscomplyperformance.in the future.processes,weatherultimatelyinfinancialthosemayto,thewithor amongconditionsandelectronicUnitednotregulatory,provetherelatedconditionCoronadofinancialprotectunauthorisedotherStatestotoaccess.orbeitthings,cybersecurity,andlegalperformance.otherineffectiveagainstreliesor Australia.resultsandThoughreleasenaturalhumanon thesuchtaxatof reservescommencetotalatmillion) as of December 31,1.42 Intellectual propertyAlthoughOnareDuring trademarkIn addition,pendingtrademarkidentify a suitable substitute mark for future1.43 ConcurrentAsfromtheofAuguststillvaluetime to time (DecemberdatependingtrademarkinCoronadoofmayIntellectualon14,theofthetheor2018,SRA.notrefinancingand31,discountaroundregistration proceedings, Syndicated Supplysurvivehasapplications2020,theInCurraghProperty Australia,filedexchangeriskthecorrespondingreceivedDeed.Coronadosuch2020.expirationa Facility trademarkenteredandNoproceedings,forbyexporttohadStanwellthese Agreement ofintomarkseekapplicationthe UnitedtheUS$327.6Coronadouse.therebatesrightsCSAhastoand/oronCurraghcancel).coalnot(currentlyCurraghareCoronadoStates PatentmillionformayCoronadobeensuppliedusepayableregisteredMinereceive rejections.ofhasregisteredofexpectedborrowingsNewintends to refinancethetoagreedmayduringitand Tradestylisedtrademarks.CoalunderbetointotherequiredexpireSupplyAustraliaoutstandingcertainthemarktermIf so,MarkNCSA shouldinIf“CORONADODeedoftoamendments2027).CoronadooppositionandorOffice and comparabletheexpendtheunder(terminate the Syndicated Facility Agreement Supply NCSA.OnUnited(bysignificantitswillJulyorSTEEL STARTSexistingTheto Deed thehave an opportunity tocancellationStates.12,theexpiryamortised2019,) CSAwithadditionalsyndicatedCoronadoagenciesdateCurraghandStanwell.proceedingscostofHERE”toresourcestheenterfacilityhasin many foreign jurisdictionsofenteredTheNCSA)therespond,innotintoAustraliaagreementSupplyaredeferredfiledinintothebeanfiledforbutequaltheNeweffortDeedandas described below.againstthisconsiderationitNCSAdatedmay be unable toCoaltothetograntsorthedefendotherUnitedwithSeptemberSupplyCoronado'snetCurraghmay permitStanwell.presenttrademarkswasourselvesStates,AgreementUS$216.515,overcomethetrademarkvalueCurraghCoronado's2018third partiesrightininofthe(any NCSA andtoA$210millionsuch rejections.agreedproceedingsapplication,othermineas),applicationsto opposewhichmillionamended(A$281.1thecountry.thatcoalthewillasitsor
Miningstructuresmine.addition,tosuppliersproduction,Coronadomining properties1.38 Restricted access to internationalAccess to internationalto restrict the importForAustralian coalguaranteeChina or in othersatisfy.example,AsincomparedminestothemayinThesethatwhich could have a material adverseaccessthesethe currentCAPPinto China,otherorbecomemarkets forin the CAPP.factorsmayareas.tointernationalor exportistariffs,minesmarkets may be subjectmorenotdepleted,impositioncouldThemay in the future have a negative impact on Coronado'sbeimport Coronado’sincomplexof certain commodities.ablegeologicalthemateriallymarkets,replacementotherquotaofto andtariffsmarketsaccessareasproducts.restrictions,adverselycharacteristicsinvolvesincludingand importalternateofto ongoing interruptionsreserveseffect onthemoreaffectChina,Unitedbansquotamarkets Coronado’smayofregulatorytheorcoalwouldStates,nototherrestrictionsminingforreservesbelikelytradeitspermitting,constraintsavailablefinancial condition and results of operations.operationscoaland trade barriersresultby Chinabarriersin shouldtheor,inlicensingthanCAPP,anandifwillprofitability.on U.S.additionalavailable,oversupplyminingnotcostsuchanddue to policies and tariffsbeand Australian coalstructuresinotherimposedasinterruptionsmayThe timing ofotherofdepthnotenvironmentalmetallurgicalareasof,(whetherbeof andoverburdenableandofany change to these measuresCoronado'stheimports,totradeascoalbeandU.S.,aof individualminedresultbarriersandandregulatoryrespectively,whichmaycoalcustomers’ofat occurgeo-politicalcostscouldresultseamcountries,requirementscomparableinincluding the ongoing suspensionaffectinthickness,abilitythea and the actionsdecreasetensionsfuture.Coronado'sremainstoareusetomakeAnmorethoseorcoaluncertain,ininabilityforthempricesminingcostlyproducedofotherof certain interestthecomplexfororandand there can be nooperationsdepletingreasons),themetallurgicaltime consumingby,curtailmentandofCoronado'simportsmines.eitherandcostlygroupscoalcostbyofoftoIn Senior Secured Notes Soon after the launch of the Offer,(includingunderpurchasemillion ofasAgentremainbankpay relatedqualifiedclosingproceedsareeventsNetagreement;U.S.proceedsusedguaranteestheandin the UnderwritingoutstandingofBorrower,cash.1stagreementforwillsub-limitsABLtheCollateraldiscounts, fees and expenses(ii)Lien 5 year Senior Secured NotesterminatingbefromNotesFacilityClosingcashsubjectoutstandingtogetherthe NotesfollowingforOfferingcollateralise(Agent, Purchase willofissuance Issuance totheAgreementthebecertainwithBMOOffering and the Offer aretheSyndicatedisundersubjectNotesexpectedother Agreement ofrepaymentbank and Coronado expectsconditions,HarrisletterstheOfferingtoif this does not ABL groupguaranteesSyndicatedaFacilityBankrelatedtoborrowingof Facility )occurandcreditcompaniesiswithincluding(N.A., Senior Secured conditionedto theAgreement,terminationCreditpriorthatandFacilityoccur).that its subsidiary, Coronado Finance Pty Limited, together with other group companies including the Company,baseastransactions, and (iv)theintended to be applied toswinglinearetoCo-CollateralincludingSuissedeterminedclosingclosingAgreementoutstandingonofincludingtheCoronadoSecurities Notes loans)oftheofSyndicatedthetheAgent,byCompany,) (replacementtounderinOffer, Notes Offering Institutionalapplyingbeenteringan(USA)fund workingreturnedandinitialthewithFacility(i)alsoLLCothercustomarySyndicatedrepayintoaggregateproceedsofOffer,andproposeasAgreementbanklendersan).allcapital and otherrepresentativeCoronadocancelledUnderwritingprovidedoutstanding obligationsguaranteesadvancetherefromprincipalFacilitytopartyenteronthatonFinance Pty Limited,thereto,anAgreement,ratesamountintotheplacedofAgreementandtheinterimgeneraltherepaymentaandescrowlettersprovidingsyndicatedInitialofinbasisdiscountsUS$100.0escroworcorporateunder the Syndicated Facility Agreementofforproceeds,Purchasersotherwise(orcreditandtheforas Australian Borrower,untilfacilitycanforanterminationOffermillionneeds.issuesbereservestheasset-basedtogetherdealthereunder,agreementandreplacedclosingofthereunderwithcommitments.concurrentoftowithsuchtheofeligiblewithrevolvingwiththefortheSyndicatedbankotherthe(seeproceedsOffer.Citibank,and Coronadoclosingaccounts,saleguarantees,ThebelowcreditarrangementsTheandavailabilityofFacilityofN.A.,releasefacilityand to terminate suchregardingtheeligiblethepurchaseCoalABLasInstitutionalsoAgreement),will enter into a(Administrative ABL ofinventoryoftothatCorporation,Facility.terminationtheborrowingsofenablethey Facility US$350escrowOfferTheandcanthe(iii))
1.39 ForeignLosstorates,exposuresThehedgedofrisk of any adverse1.40 Disputes or litigationCoronado'slitigation could have a material adverseits foreign currency exposure ofsupportimpactsustained fromespeciallyunderarise in relation to coal supply contracts, procurementitsofprofitabilityexchangebusinesses.currencyforwardmovementsmovementadverse movementsexchangeorrisksexchangecashCoronado'sinin exchangeflowA$contractsratethe Australian OperationstoinUS$movementsafinancialeffect on Coronado'sparticularin currency exchangeorrates, which may affect Coronado'sexchangeotherresultswillperiodhedgingrate.varyarecouldFordependingreportedinstrumentsbusiness, financial condition and results of operations.fromexample,ratesbeof plant andtime to time.affectedincan impactonUS$andcostsfactorsbyandequipmenttheThe unhedged portionoperatinganrelatingCoronado'stermssuchcertainadverseastoofand debt,results, cash flows andpartsthethesetherulingfinancialnature,Australianofcontracts.initswhich may be priced in A$ or otheranyliabilities,magnitudeofperformanceCoronado'slitigationOperationsCoronadoearningsfinancial condition.andthatand financialUS$ exposuresaredurationmaymayandgenerallyenterbecashoffiledintotheposition and the levelflowsdenominatedagainstmovements,againstforwardforeignareCoronadoexchangeinfluencedexchangecurrenciesintheA$.extentinofrate fluctuationscontractsInbyothertheadditionaladdition,movementstofuture.than US$.whichtoInfundingforeignhedgecurrencyaddition,will be atin exchangeacurrencyrequiredportionrisksuchtheis Theabove) will occur after settlement of the Institutional Offer, and using some proceeds of the Institutional Offer, asSyndicatedenabletransaction not closing or closure being delayedTheseconsummated on the terms describedTheso) ifOffer,terminationaccount in deciding whetherUnderwritingrepaymentthe Senior Secured NotesandconcurrentthisanyFacility Agreementwereto occursuchoftoAgreementfinancingoutstandingoccur,terminationpromptlytheto apply in the Retail Offer.transactionsforCompanypermitsafterobligationstransaction doeswouldthe settlementOfferhereinhavethewouldarecontainsCompanyundertheor at all.expectedbe(as to which see above).ofeffectnottherequiredtheterminationclose (on thetoSyndicatedofInstitutionalprepaytoreleasingbeto makecompletedalleventsFacilityoutstandingescrowedinstitutionalOffer,supplementary(subjectandAgreement(and,basisfailureamountsinvestorstoinwaiverdescribed above),thedisclosureto(andcaseandenterwhoorassociatedextensionterminatehaveoftointotheASXcommittedsuchABLand ifofofsucharrangementsrelevanttheseadditionalFacility,the ABL Facility isagreement,tomatters,well as proceeds of the Senior Secured Notes transaction. While thesubscribedeadlinesenteredarrangementsin additionalandrelationininto)bywouldthenotthetobutInstitutionalentered into,arrangementswouldUnderwritersexpectguaranteestherelikelyretailcanOfferprior toresultandbeinvestorsifaretheynofromlettersproposedinsettlementassuranceconsiderthetheirtooftakeSeniorcommitments.credit,toitthesebeofappropriatethatSecuredtheenteredastheymattersInstitutionalreferredIfwillintoNotestosuchintodobetoto
1.41 Risks related to the Supply Deed with Stanwell
theby Stanwell.below the cost to Curragh of mining and processing the coal, Curragh pays certain rebates to Stanwell on metallurgical coal exported fromCurraghminingdeferredthehasSRApurchasea CoalwhichSupplycostwas reservedofAgreementthe rightforto( CSA theminebenefit), assomeamendedofareasStanwellatfromCurragh.andtimecouldtoCoronado'stime,not bewithminedStanwellcostwithoutof supplyingto supplyStanwell’scoalthermaltoconsent.Stanwellcoal toUnderthehasStanwellbeenthe CSA,andPowermayin additioncertain parts of Curragh,continueStation.to Thesupplyingto beCSAgreaterrestrictedthermalthanwhich representscoaltheCurraghpriceat a pricefrompaid
40
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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45 | Coronado Global Resources Inc.
Risk Factors (cont.)
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1.44 Indebtedness • sell assets (and deal with proceeds);
OnprincipalhaveCoronado’sThe degree••• anhadasmaking it more difficult for Coronadomaking anyincreasing Coronado'samounttheadjustedability to meet a 1:1 fixed chargeto which Coronadoabilityof refinancing more difficult if the capital and lending markets are constrained;US$350basisto incurasmillionanofvulnerabilityis leveragedDecemberadditionalof indebtednessto generalUS$10031,in the futureto pay interestcoverage2020,millionoutstandingadverseafterratio).could haveofand satisfy its debtgivingsecuredeconomic and industry conditions;undereffectconsequences,indebtednesstheto Seniortheobligations;financingSecuredincluding, but notundertransactionstheNotes,ABLallFacilitylimited to:ofreferredwhich(assumingwouldto in sectionhavefull borrowingbeen1.43securedabove,baseindebtedness.Coronadoavailabilitywouldand,In additionduringhave hadaCoronadoliquidityan aggregateperiod,would •••••Ineach as definedaddition,create or incur certain liens;enterenterchangeconsolidate, mergetheinto agreementsinto transactions with affiliates;its business orABLin the ABL Facility) of 1.00 to 1.00 duringFacilityor sell all or substantially all of ourisrestricting ourengageexpectedin certain lines of business; andto requiresubsidiaries’Coronado ability to pay dividends,any periodassets.to maintainwhen:a fixed charge coverage ratio (which is generally the ratio of consolidated EBITDA to debt fixed charges,
•• requiringavailability of its cash flow to fund workinglimiting Coronado'sthe dedicationability to obtain additionalof a substantial portioncapital, capital expenditures,financing to fund futureof Coronado's cash flowworkingbusiness developmentfromcapital, capital expenditures,operations to theor otherpaymentgeneralofbusiness developmentprincipalcorporateandrequirements;interestor otheron its indebtedness,general corporatetherebyrequirements;reducing the •• any eventthe available amountborrowing of defaultbase at that time unless the aggregateshall have occurredfor drawing under the ABL Facility atand be continuing;commitments at that time arethat time is less than the greater oflower) for 5 consecutive business days; or(a) US$17.5 million and (b) 17.5% of the “maximum revolving credit” (being the
rating.sosuspendedNo assuranceplaced its ratings on a negative watch. In January 2021,“BincludecoaltransactionsFacility Agreement)Coronado'scuredCoronadoMoody’s••Into,•• -addition,“warrant.various. prices,or waived,However,placing Coronadocausing a decline in Coronado'slimiting Coronado'smaking it more difficult to obtain surety bonds,ifdowngradedtheisformsprovidingability to engage in activities thatIttheanreferredratedrelevantiscan be given thatinabilitydocumentationnotcould have a material adverseifofbytheand/orexpectedcredittoCoronadoexternalCoronado'sratingSeniortoinat a competitive disadvantagesectionmaintainengagingflexibility in planningusedagencycreditthatSecuredwithassociatedthe rating assigned to Coronado will notincorporate1.43eitheroperatingCoronado'santicipatesratingin aggressiveadditionalabovecredit ratings;Notestheagencieswithratingmay be in its long-termtermsits(orareflexibilityfor,effect on Coronadothatavailablebusinessthealternativelyshareholdertoratedor reacting to, changesofpersistentlyandSenior“Bletters of credit, bank guaranteesandthe1comparedMoody's further downgraded Coronado's corporate rating to "B2". In March 2021, S&P further downgraded its credit rating towhile”investmentanyliquidityfromandindentureSecureddowngradeanobtainthedistributions or investments, thereby“Baweakinvestmentthroughto less leveraged3requirementand result in amounts outstanding”,best interests.grade,foraNotesandmarketfurtherbe further lowered or withdrawntheinchangedcashin its business and in the coal industry;certainitsSeniorgradetransactionconditionscreditwaiverbyflowsFailure by Coronado to complysuppliersratingcovenantsSecuredthecompetitors.ratingsoffromor otheroutlookandwillcomplianceis operations,maintained.couldcontinueNotes,forthecontainedfinancing, particularlyonCoronadoABLresultitsreducingorifundertoratingFacilityneededtheassetCircumstancesstrainentirelyin,intermstotheamongthe relevanttoits available liquidity.salesprovideCoronado'snegative,iswithindentureby theexpectedofwith these covenants could resultotherrespectortheduringfinancialfurtherrelevantthatABLfinancings to be immediately due andandmatters,governingliquiditytoperiodstomayS&PFacility,debtcontainCoronado'sassuranceagency if in its judgmentresultdowngradedanposition,issuances,in which credit markets are weak;theincreasewillcertaininSeniorrequireabyfinancialdowngradeanwayrestrictiveinfailureitsextendedSecuredthemaintenancecreditofcovenantsin an eventcostletterstoofratingcircumstances in the futureconsummatecovenantsperiodNotesof,Coronado'soforpayable.tounderofcredit.ofaareof“B”limitadefault that,lowminimumexpectedthatfromitsInoncreditthemetallurgicalSyndicatedJulycouldits“B+”,financingaccessratings2020,credittoif notlimitandbe •Aequitymeet its scheduled debtInproceeds)against the assets securing their borrowingsIt will also be an eventtheand(withoutdirect orapplicableacceleration or cross-default•••If Coronado'sbreachaddition,Securities13d-5totheborrowinglimited in how it conducts its business;unableunableregardindirect subsidiaries of the Company;reduceofinindebtedness.underavailablethethecertaincashExchangeto compete effectively or to take advantageto raise additionaltotermsitscovenantsthebase at that time unless the aggregatetheflowsindebtedness.amountcircumstancesSecuritiesoccurrenceof default under the ABL Facility (enabling acceleration as outlined above) if (i) anyofservice obligations.ActandtheSuchorprovision applies. As a resultofforindenturecapitalrestrictions1934)anExchangedrawingdebtofTheseeventwithoutanyresources(otheror equity financing necessary in orderthatcontingency)underalternativeofActunderdefaulttheandthanwillorofaretheconsentgovernCoronado(iii) a1934),thePermittedABLinsufficientmaymeasuresindenture “changetodirectlytheFacilitycommitments at that time areallowvoteofof these restrictions, Coronadoof new business opportunities.could be forced into bankruptcyHolders,theSeniorinthemayoftothatlendersoratthe control”fundindirectly,creditorsthatnotSecuredwillelectionwhichitstimebeandgovern (ordebtsuccessfulincludeto operatetoisfurtherofofan equivalentNoteslessserviceacceleratedirectors,morethethethanSecuredandprovidethan(andlower)duringcurrentobligations,thethemay be:managersthe35.0%term) occurs underor liquidation.somethattermsgreaterNotes,generalon any business day.relatedmajorityifmayofCoronadoCoronadoofortheorofeconomic orthedebtbetrusteesstockholder)the(x)total“person”subjectABLUS$15termsandvotingmaycannotthe Senior Secured Notes or underFacilityHoldings;mayto orofmillionbusiness downturns;bepowerisrestrictions “group”theresultmeetforcedorrestrictABLbecomesorandofitsin(ii)to(as such terms are used in Sections 13(d) and 14(d) oftheFacility,(y)thedebtCoronadovarioussellasequity15%accelerationoutlinedtheserviceassets,could“beneficialofgrouporsecuritiesthefromabove)reduceobligations,result“maximumcompaniessellingof owner”certain otherofanyandincapitaltheanassetsothermaytheCompanyrevolvingevent(asceaseexpenditurelendersnotdebtdefined(andindebtedness.ofpermittotodefaultcredit”beHoldingsdealingcouldwhichinwhollyorCoronadoRules(beingunderraiseforecloseawithentitledownedcross-13d-3newthethetheto
debtIfequity to reduce its indebtedness. These alternative measures may not be successful and may not permit Coronado to meet its scheduled debt service obligations. In the absence ofsufficientrestrictionsadequateeventliquidation.Coronado'sserviceof defaultoperatingtoonandmeetcashsalesunderotheranyflowsresultsof obligations.assetsthosedebtandandservicecapitalfinancingorresources,operations.Coronadoobligationsresourcestransactions,CoronadoAdditionally,mayarethennotinsufficientthecoulddue.be lendersableif InCoronadofaceaddition,totosubstantialcompletefundcouldcannotitstermsforeclosedebtthoseliquiditymeetofservicethesalesagainstitsproblemsindenturedebtobligations,or obtaintheserviceassetsandforallCoronadomightobligationstheof securingtheSeniorbeproceedsrequiredmayunderSecuredtheirbethatborrowingsitstoforcedfinancingNotessellit couldmaterialto andsellandrealisetransactionsassets,theCoronadoassetsABLfromreduceorFacilitythem,oroperationscouldbreachescapitalandisbeexpectedtheseforcedexpenditureincovenantsanproceedsattemptintoto containbankruptcyleadingormaytoraisemeetcertainnottonewanbeitsor
1.45 Covenants under Senior Secured Notes and ABL Facility debt obligations
The terms of the indenture that will govern the Senior Secured Notes and the terms of the ABL Facility, are expected to include restrictions on its (and group companies’) ability to:
• incur additional indebtedness and guarantee indebtedness;
• pay dividends or make other distributions or repurchase or redeem our capital stock;
• prepay, redeem or repurchase certain debt;
• make loans and investments;
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41
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Risk Factors (cont.)
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1.46 Capital structure and future additional debt financing 1.49 Coronado Global Resources Inc. is a holding company
expenditures•indebtedness••EvenABLrefinanceFacility,afterarrangementindebtednessassetassetfacilities held for employeesindebtednessitsthedebt.Seniorbasedbasedandin certain circumstances including:completiongeneralWhileloans)loanSecuredor permitted securitization financing);incurredin respectCoronado’scommitmentsofcorporateandtheNotesto finance installation or improvement(ii)offinancing75%theand contractorsandpurposes,substantialCurraghupofoperatingtransactionstheto thebooktheTransactionlevelABLcashindentureat the CurraghvalueDebtofreferredflowsindebtednessof Capinventory(beinggoverningmayto(beinginMine),nottheof mining equipmentsectionplusbedispositionscouldthethein an amount85%adequategreater1.43Seniorlimitofabove,theitsSecuredofof,toabilitybook(i)up to US$35.0 million;orfundat the CurraghCoronadoUS$125.0sale/leasebackvaluetoNotesCoronado'sobtainofmayandmillionaccountsadditionalMine,theneedongoingtransactions(whichtermsin an amount up to US$40.0 million;toreceivableraisefinancingcapitalshallof theadditionalinvolving,include(excludingrequirements,ABLon acceptableFacilitycommitmentsdebtfreeholdanyorcollectivelyforequityreceivablestermsoranyleaseholdunderfundsfutureorallowatsubjecttheinallacquisitionstheintereststheABLforfuture.incurrencetoworkingFacilitya permittedinFororaccommodationcapital,andprojectsexample,of anyadditionalfactoringcapitalotherortheto AsCoronado,thatrestrictions.stockholders.service its debt, and1.50 Coronado'sProvisionsacquireotheritsCoronado'sdebta holding company,mayrequirementsCoronado,andbewhethercontainedsubsidiariesClaimspaycontainedTo certificate of incorporationthedividends,eventhatinofpay dividends,extentintheanyCoronado’scould make it more difficult for stockholders to effect certain corporateinCoronado'sifareformdoingthecreditorstheifseparatesubsidiaryany,ofabilitysoloans,if any,principalmightincertificateoftheoflegalthedividends,theagreementscould be harmed.befutureand bylawssubsidiariessource ofentities,beneficialsubsidiariesof willincorporationor anddependotherwise.cash flow is distributions(asinclude provisionstogenerallyCoronado'stoalthoughentereddistributeonandThethewillintotheyamendedabilityabilitystockholders.dividendshavefromarethatofofprioritywhollytimemay discouragetheitsandfromorsubsidiariessubsidiariestorestatedotherProvisionsasits subsidiaries. Therefore,ownedtime),to paymentstheandavailabilitybylaws,actions.a change of controlto distributeassetstoofcontrolledCoronado'sgeneratetoorofCoronadoofbylaws,suchsufficientcashbysufficientbylawssubsidiariesCoronado,Coronado'stoandisCoronadofundslimitedDelawarecashand certificatetheyinflowoverability to fund and conductinsuchwillanyhavelawtoCoronado'salsoway,makesubsidiariescouldofnobeincorporationitsobligationsubjectupstreammakeabilityclaimsanditto,tomoretocashamongandapplicableimposefundmakeCoronado'sdifficultclaimsdistributionsandothervariousanyconductlawsofforfundsthings,business, serviceitsaproceduralandcreditorstothird-partyitsavailablerestrictionsCoronado.regulatorybusiness,andandtoto
••If new debtamounta generalininstallation or improvementadditionor otherup to US$50.0 million; andallowancetoliabilities arethe aboveof indebtednessforaddedtheof propertyCurraghto Coronado’sin an aggregate(realMineor personal) plantequipment,currentprincipaldebta generallevels, debt-relatedamount in an amountor equipmentallowance(including capitalforrisks as outlined aboveincurringup to the greaterindebtednesslease obligations,of (i)could intensify.toUS$50.0 million (andfinancemortgage financingsthe purchase,(y)cost2.5% of consolidatedand purchaseof design, development,money obligations),tangible assets.construction,in an CoronadosuccessorrepresentingCoronado. Section 203 provides that an interested stockholder,athan 15% of a company’shasprovision outstanding voting stock (with some exclusions)),at company’selectedleast thereto),10%not outstandingofto thebeuntilgovernedvotingimmediatelyvoting stock unless certain criteriastock,by Sectioninfollowingwhich203casetheofCoronadotimemay not engage in a business combination transaction with the company for a period of three years after buying morethealong with its affiliates and associates (i.e., a stockholder that has purchased greater than 15%, but less than 85%, ofGeneralat whichare met or certain othershallCorporationthethereafterEMG GroupLawbe governedofnothecorporatelongerStateby Sectionbeneficiallyofactions areDelaware,203 ownsiftaken by the company.andor theinfortheDelawareso aggregatelong asGeneralSectionsharesCorporation203of byCoronado'sits termsLaw ( DGCL commonwould)apply(orstockanyto
than existing bank guarantees or letters of credit which will already be fully cash collateralised asFollowingto refinancecompletionits existing debtof the financingwhen required,transactionsor if it does, therereferred to is no guaranteein section 1.43 above,that such new fundingCoronado doespartwill be on terms acceptablenotof the transactions).expect to have anyHowever,shortto Coronado.termthere is no guarantee thatneed to refinance its debtCoronado will be ableobligations (other These1.51 Certificate of incorporationpreventingprovisionsa change of control.could limit thelimits the personalprice that certain liability of directorsinvestors might befor certain breacheswilling to pay in theof fiduciary dutyfuture for shares of Coronado's common stock and may have the effect of delaying or
material adverseRecently,made available to, and insurance coverage provided for, the development ofGlobalpandemic,capitalmateriallyinTheseglobal2017,demand for coal.orcreditmarketsomesimilarcertain financialandandmarketsadverselyconditions,financialthepolicieseffect on Coronado'sabilityhaveinstitutionsmayaffecttoinstitutions,generally,beenobtainadverselyCoronado'sseverelynewpubliclyorinvestmentbusiness, operationsduefundingimpactconstrainedfinancialtoannouncedfactorstheormanagersrefinancecoalcondition.specificinthatindustrytheand financial condition.and insurancetheyinpast,toFailurethegenerally,itswouldsuchfuturebusiness,to stopasobtainmaycompaniesCoronado'sduringnew coal fired power plants and coal miners that derive revenues fromfundingCoronadobesufficientsignificantlyglobalnewglobally haveabilitymayfinancialfinancingthermaltonotreduced.accesshavecrisiscouldcoalrespondedsufficientIfprojectscapitalandcauseCoronadotheandto pressuredelaysEuropeanorcashwouldfinancialis unabletoormeetabandonmentotherwisesovereignto take actionsmarketstoitsobtainongoingreduceindebtsufficienttheof crisis,to limit or divestcapitalbusinessfuture,their funding,andoverallrequirements,itsthermaldevelopmentduringcostslendingeitherinvestmentscoal sales. For example,ofthecapitaldueongoingwhichtoplanscoaltoandinbankingin,andproducers.COVID-19turnthefinancinghavefuturecouldanda Furthermore,Coronado'sfiduciaryliability is thateliminated under the DGCL.rescission, in the event of a breach of aCoronado'sinthough1.52 Impact of being a public company in the UnitedCoronado'ssuch an action, if successful, might otherwisedutycertificatecertificateCoronado'sa stockholderascertificatea director,ofofofincorporationincorporationcertificateincorporationwillThese provisions,exceptbe unable to prosecutetoof theincorporationdirector’scontainsandmayextentbylawsdiscouragehowever, fiduciary duty. These provisions do not alter aprovisionsthatStates and Australiaincludehave benefitedprovidessuchan action for monetary damagesshould notorexemptionlimitingdeterprovisionsthatstockholdersnolimitCoronadoa director’sdirectorfromlimitingor eliminate Coronado'sliabilityand its stockholders.shalltheorpersonalmanagementpersonalorbelimitationliableagainstliabilityliabilityto director’sa director unlessrightfromCoronadothereofto Coronadooforbringingany liability under U.S. federal securities laws. The inclusion of these provisionsitsis notdirectorsandstockholder’sapermittedanditslawsuitthe stockholder can demonstratestockholdersitsforstockholdersagainstbreachesunderright to seekdirectorstheforofDGCL.monetarytofiduciarynon monetary relief,theforThefullesta damagesbreachdutyprincipalaextentbasisunderof resultingtheireffectfor liability thatpermittedthesuch asfiduciaryDGCL.offromthisan injunction orbyduties,limitationaSpecifically,thecannotbreachDGCL.evenbeonof
itsaccessandcovenants1.47 Capital expenditureMaintaining and expanding mines and related infrastructuretheproductionneedsorpresentforreplacementexpenditures.debtand could materially and adversely1.48 InterestCoronado isLondon Interbank Offered Rate (Togenerate sufficientcapitalfundone-weekmaintenanceuncertaintiesasor cause future capitaltheoutlinedlevelsitsrequirementsinatcapitalcapitalexposed to interestbenchmarkrate riskitsCoronado'sCoronado'sandordebtabove),levelsthatofexpenditures,twomarketsmachinery,agreementscash flow,aremonthandachievedrate such as the secured overnightitexistingresults of operations,beyondcouldforitexpendituresistenors)futureor that LIBOR rateCoronadobeunablefacilitiesprior(includingminesitsaffect Coronado'sforcedriskcontrol.equitywill) and the Australian Bank Bill Swap Yield (toittoorwillin relation to variable ratetheandcontinuetoaccessto bewilltothosehaveIforcurtailCOVID-19developbeequipmentcash flow generatedbusiness anddebthigher than in therequiredaccess to sufficientrelatingsourcesthetobusiness, financial condition and results of operations.offerings,thebeexpansionpandemichighandpublishedtotoofis capitalfinancing ratethefinancial condition may be materially adverselyuseadditionalcompliancequalityonfinancingcashofpastbanktheandbyintensive. Specifically, the exploration,untilitsfinancing to continue itsmetallurgicalCoronado'sotherfromand/or higher than itsexistingonfinancebalances(30 SOFR transactionsitswithitshand,Junecurrentoperations,onmines).applicable BBSY and variable rateoperations2023,acceptablecoalmayorand), in relation to US$ and A$ denominated borrowings, respectively. While US$ LIBOR (exceptreferredrecoverablebeprojectedtheincurthelawslimitedestimates.orproduction,documentationdevelopmenttermstodebtavailableandintimelines,borrowings.byreservessectionororregulationsitsatCoronadoraiseexploration,financialborrowingsallpermittingaffected if it cannotof1.43andfornew(includingatitsCoronado'sitstheabove)properties,Coronadorequireequity.cannotconditiondevelopmentABLand developmentunderpermitting andwhereasCoronado'songoingassure thatFacilityinterestitswellmayatwhich,debtsubjectmake such capital expenditures.thepropertiesasbeiscapitaltimeratefinancingbyindevelopmentexpectedrequireditabilityturn,togeneralof metallurgicalwillriskofcertainexpenditures.be able toanyincouldtoprimarily arisesarrangementsthetotoobtaineconomicsuchdeferrestrictionscontainleadfutureactivitiesbankfinancingmaintain itstoallcoalcouldAnyaconditions,orprovisionsdeclinefinancingatreserves, mining costs,fromareonaor abovedecisionalsoportionorincurringinsufficientfluctuationsproduction levelsofferinginaffectortocontingenciesitsoftoCoronado'sitsallowproductionadditionalitsitsincreaseabilityandtocapitalcapitalin themeetforthetoa continuingresourcesmanagement’sactivitiesproceedingsmagnifiedexpenses.InfinancialtheirCoronado'srelevantAsProtectioncompliancethings,SECmaintainprocedures,mayaddition,a belackperiodicU.S.thatdivertedAustralian laws and regulations,complianceeffectiveintendedofduringpublictoAct,uncertaintyCoronadochangingcosts,CDIsand internalagainstspecificityreportscomplytimeandfromcompany,thearedisclosuremakebyandCoronadoothercosts,ongoinglaws,currentlywillregulatoryfilewithotherregardingand,controlattentionsomeannual,beapplicableevolvingandregulations,CoronadobusinessascontrolsinCOVID-19andlistedactivitiesaadditionover financialmakingorcompliancequarterly,result,fromits business may be harmed.governinglaws,onandsecuritiesconcernsissalesandsometheincluding thetomoretheirsubjectpandemic.proceduresregulationsCoronado'sandASXstandardsgeneratingreportingmattersapplicationactivitiesbodiesdifficult,andcurrentlaws,toandtheCoronado'sCoronadoASX Listing Rules and certain provisionsanddueCoronadoandrules,timeandrelatingto meetreportingmoreperiodicreportsactivitiesininternaltohigherpracticeconsuming,standards,andambiguitiestimetothismaywithfilingscostsisrequirementsregulations.tocorporatecontrolcostsconsuming.registeredstandard,respectcomplianceneedmayandrequiredandornecessitatedrelatedoverevolvetocostly,expensestogovernancethishiresignificantasComplianceThesefinancialitsofbyactivities.aovertoinvestmentthebusinessmoreandforeignthetheirExchangelaws,willbytimeincreaseASXreporting.resourcesemployeesandapplicationongoingincrease,IfcompanyandwithasregulationsCoronado'sListingpublicmayof the CorporationsnewresultsdemandtheseAct,Inand managementrevisionsresultwhichguidanceinRules.disclosureorderinandthethelaws,ofAustralia.andeffortsSarbanesonpractice,operations.incouldtofutureThestandardstoitsincreasedmaintainrules,isaredisclosuresystemstoSarbanesharmprovidedorAsAct.complyregulatorycreatingOxleyandengageoversightsuch,Initsand,aregeneraltheregulationsandbusinessbyAct,withandOxleysubjectCoronadoifabsenceuncertaintyoutsideregulatoryrequired,resources.authoritieswillthenewgovernanceandActbe required.toDoddandlaws,mayconsultants,ofvaryingrequires,administrativeneedsimproveresultsaandforTheFrankmaywaiverregulationsincreasepublicpractices.governingtointerpretations,ExchangeinitiateamongAsofensureCoronado'sWallfromwhichoperations,companies,a result,Coronado'sexpensesStreetandlegal,theotherCoronadocontinuousbodies.ActwillstandardsASXmanagement’sReformdisclosureadministrativeincreaserequires,things,inallincreasingListingandThismanylegalofintendscompliancewhichandathatcoulddiffercasesitsandamongRules,controlsdiversionConsumercostsCoronadolegal attentiontocouldfromfinancialorresultdueinvesttheseotherotherwithandandandthebeoftoin
Coronado's lending rates may increase in the future as a result of factors beyond its control and may result in an adverse effect on its financial condition and results of operations.
42
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 46
Risk Factors (cont.)
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1.53 Substantial stockholder risk claims” as defined in Section 115 of the DGCL.
Coronadoability of otherAsoutcomeinterestsbeneficiallycertain of Coronado'sof DecemberofofGroupownsvotesotherstockholders to influence the outcome of stockholder votes.31,LLCinonstockholders.theall2020,transactions, including change of controlandmattersaggregatethetheEMGEMGrequiringIn ataddition,GroupGroupleastapprovalhave25%indirectlypursuantsignificantof bythestockholders.heldtooutstandingtheinfluence55.9%termstransactions, such as mergersofsharesThereofoverCoronado'stheCoronado,isofStockholder’saCoronado'sriskoutstandingthatincludingtheAgreementcommoninterestsand capital andsharescontrolstock,ofoverofthatthecommontheEMGdecisionsCoronadodebtEMGGroupraising transactions.stock.GroupthatandcouldTherefore,requireCoronadowillconflicthavethetheapprovalthewithGroupEMGabilityor LLCdifferGroupoftostockholders,haveexercisefromhasenteredCoronado'seffectivesubstantialwhichinto,controlinterestscouldsocontrollongoverlimitorasoverthethetheit favourable,beCoronado'sExchangeTheinapplicablechoiceAct.whichofbusiness,forumor mayunenforceableprovisionfinancialdiscouragemayconditioninstockholdersanlimitaction,anda stockholder’sresultsCoronadofrom bringingof operations.mayabilitysuchincurto bringclaimsadditionalHowever,aatclaimall.coststheAlternatively,againstchoiceassociatedCoronadoof forumif a courtwithprovisionorresolvingCoronado'swere todoessuchfindnotdirectors,theactionapplychoicein anothertoofficers,ofanyforumactionsforum,employeesprovisionarisingwhichcontainedorcouldunderagentsmateriallytheininCoronado'sSecuritiesa forumadverselythatActbylawsitoraffectfindstheto
Further,itsCoronado'soption,pursuantwillcommon stock.havetothethe abilityterms toof electthe Seriesa specifiedA Share,numberCoronadoof directors,Group andor thetheSeriesEMG GroupA Directors,or its successorsbased on theor permittedEMG Group’sassigns,aggregateas the beneficiallevel of beneficialowner ofownershipthe SeriesofA Share,shares ofat
andThe EMG Group may acquire or seekMoreover,perceivemore expensivemay,disadvantagesfromthe EMGtimefor it to pursue,toGroup’stime,in owningacquirebeneficialand as a result, the interests of the EMG Groupcommonintereststo acquire assets thatownershipstockin businessesofofasharescompanythatCoronado seeks to acquire and,of Coronado'sdirectlywith a controllingor indirectlycommonmay not align with the interests of Coronado'sstockholder.competestock mayaswithIna result,alsoaddition,Coronado,adverselythosetheasacquisition opportunities may notEMGaffectwell asGroupthebusinessespriceisotherinoftheitsstockholders.ofbusinesscommonits existingofbe available to Coronado or may bestockmakingor potentialto theinvestmentsextentsignificantequityin customers.companiesinvestors
1.54underThethe Securities Act, or to otherwiseEMG Group has the right, subjectcause Coronadoto certain conditions,to cooperateto requirein a sell-downCoronado to register the sale of its shares of Coronado's common stock (including in the form of CDIs)
Downsell-downCoronadoPursuantAgreement,toofGrouptheits RegistrationsharesLLC could cause undueCoronadoof Coronado'sRightsGroupandLLCcommonSell-Down(orvolatility in the prevailingits successorsstockAgreement,or CDIs.or permitteddatedBymarket price of Coronado'svirtueas assignsofofSeptemberits majorityor transferees)24,ownership,2018,common stock.hasbetweenexercisingthe right,Coronadosubjectits registrationandto certainCoronadorightsconditions,Groupand sellingLLC,to requireaorlargetheCoronadoRegistrationnumber toof cooperatesharesRights andor inCDIs,Sell-the
1.55 Non-employee directorsCoronado and their respective affiliates, including the EMG Group, may be able to take advantage of a corporate opportunity that would otherwise be available to
Theof its non-employee directors or their respective affiliates, including the EMG Group, to benefit fromthe limitations of applicable law,corporate opportunity and relatedCoronado'sparty certificate of incorporation,transactions provisions in Coronado'samong otheramendedthings, will:and restatedcorporate opportunities that might otherwise be available to Coronado.certificate of incorporation, or certificate of incorporation, could enableSubject toany
• permit Coronado to enter into transactions with entities in which one or more non-employee directors are financially or otherwise interested;
• permitCoronadoanymay make investments; andnon-employee director or his or her affiliates to conduct a business that competes with Coronado and to make investments in any kind of property in which
• in bad faith or in a mannerprovidedirectoremployeeand will willthatbedirectorpermittednotif anybe solelydeemednon-employeeto communicateininconsistent with Coronadohisto haveor herdirectoractedcapacityor offerinbecomesa mannerthatas Coronado'sopportunityawareand itsinconsistentof stockholders’director),atopotentialhiswithorhisthatherbusiness best interests.ornon-employeeaffiliatesher fiduciaryopportunity,and pursueordirectorothertransactionordutieswillacquirehaveto Coronadoorsuchnootherdutyopportunitytomatterorcommunicateits stockholders(otherfor himselfthanor oneofferorregardingherself,expresslythat opportunitytheandopportunityofferedthat non-executivetotoCoronado,thator actednon-
Theserespective affiliates, which include the EMG Groupprovisions enable a corporate opportunity as a result of the rightsthat would otherwise begrantedavailableto it underto Coronadothe Stockholder’sto be taken Agreement.by or used for the benefit of the nonemployee directors or their
1.56 Governing law risk
Abe,stateto the extentcourt locatedpermitted by law, the sole andwithin the State of Delawareexclusive forum(or, if no statefor substantially all state law based disputes betweencourt located within the State of Delaware has jurisdiction,Coronadotheand securityholders.federal district court for the District of Delaware) will
Coronado's bylaws provide that, unless Coronado consents in writing to the selection ofexclusive forum for: an alternative forum, a state or federal court within the State of Delaware will be the sole and
• any derivative action or proceeding brought on Coronado's behalf;
• anystockholders or debtholders;action or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee or agent of Coronado to Coronado or Coronado’s
• any action or proceeding asserting a claimor Coronado's certificate of incorporation or bylaws;against Coronado or any director or officer or other employeeor or agent of Coronado arising pursuant to any provision of the DGCL
• any action asserting a claim against Coronado or any director or officer or other employee of Coronado governed by the internal affairs doctrine or other “internal corporate
43
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Risk Factors (cont.)
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2 Risks relating to the Offer outlined above;
Joint Lead2.1 Equity raising andCoronadoonincluding CoronadoEMGthehastermsprovidedand theManagersand JointconditionsadeliveringbindinghaveunderwritingLeadagreedcommitmentManagerssetcertain certificates, sign-offs andoutto underwriteriskin havetheto Underwritingtakeentered into the Underwritingthe balance of the New CDIs to be issued underup a numberAgreement.opinions to the Joint Leadof NewTheCDIsAgreement,Jointso asLeadto maintainManagers’pursuantManagers.itsthe Entitlement Offer on the terms and conditions of the Underwritingtocontrollingobligationwhich the(attoJointunderwriteleastLead50.1%)ManagersthesecurityholdingEntitlementhave agreedOfferin Coronadotoisunderwriteconditional( Pre-Commitment the Entitlementon certainAgreement.matters,).OfferThe •• theremembercountries, in each case subject to a materiality test as outlinedvariouswarrantiesto the JointAgreement.beingtypesstatecontainedLeadanofofoutbreakbreachManagers,the Europeanin it,oroffailuredefaulthostilitiesmaking filingsUnion,to byprovideorCoronadoormajorawithcertificatesnationalterroristthe SEC which areoccuremergencywhen(inattacksomerequired,above;inisonecasesmisleading ordeclaredororcertainsubjectmorebyfailuresofanytowhich omitAustralia,aofmaterialityto complythoseNewrequiredcountries,testwith theZealand,asinformation or failure to satisfy conditionsoroutlinedtimetableathesignificantUnitedabove),for States,the EntitlementterroristincludingtheactUnitedbreachis Offer,perpetratedKingdom,ofprovidingtheprecedentUnderwritinginSingapore,ormisleadingagainstto the UnderwritingAgreementChinaanyinformationoforthoseanyor
adverse effecttheManager in a contraventionUnderwritingIf certainabilityeventsto settleAgreement.on the financialoccurthe (whichEntitlementThose events include but areof) orinposition or prospectssomeliability of the JointOffer,casesor wherewill dependitof the Coronado Group or the outcome or successLeadcouldnot limited to, in summary:onManagergivewhetherrise (or one oftothea contraventionJointitsLeadaffiliates) under theManagerby the hasJointreasonableLeadCorporationsof the EntitlementManagergroundsAct(oror any other law,onetoOffer (or anybelieveof its affiliates)that partthethe Jointeventofofit),(oror thehas,Leadthe involvementorManagersmarketis likelyprice oftomay terminate theofhave,thenew CDIs,Jointa materialLeador IfTerminationand workingIn accordancethe Joint Leadofcapital requirements.with the UnderwritingtheManagersunderwritingterminateagreementAgreement, as is customary with these typesthe Underwritingwould have anAgreement,adverse impactthe Jointon theLeadof underwritingavailabilityManagersof willthearrangements:proceedsnot be obligedraisedtounderperformthe anyOfferofandtheirmayobligationsrequire Coronadothat remainto review itsto be performed.liquidity
•• the note purchase agreementthe documentation related to the ABL not(related to the Notes Offering)being validly enterednotinto by the partiesbeing validly enteredto that documentationinto by the time agreedon or priorwith the Joint Leadto settlement of the Institutional Entitlement Offer;Managers; • respectivewith the Entitlement Offer;Coronado hasdirectors,(subjectofficers,to certainpartners,limitations)agents, agreedemployees,to indemnifyrepresentativesthe JointandLeadadvisersManagers,from andtheiragainstrespectiveall lossesaffiliatesdirectlyandorrelatedindirectlybodiessufferedcorporateor incurredand ineachconnectionof their
••• includingvarious“closing”the Pre-Commitmentany material respectdocumentation becoming void, voidable,events not havingtermination,occurringoccurredunderdescribedmaterialin the Pre-Commitment;relationin accordanceabove being terminatedbreach,to theillegal, invalid ormaterialnotewith the documentation relatedpurchaseamendment,or amendedunenforceable;agreementcertainorwithoutthefailuresto the Notes Offering on or priordocumentationthe priorto satisfywritten consentrelatingconditionsto oftheprecedent,theABL,to settlement of the Institutional Entitlement Offer;JointwithoutLeadrescissiontheManagers,priororwrittencessation,or EMGconsentfailing toor ofthetheperformrelevantJoint LeaditsagreementobligationsManagers,orin •• •• CoronadoEntitlement Offer;Coronadoa managementan underwritingmust pay the Joint Leadand theandJointand selling fee equivalentfee equivalentLead ManagersManagers:to 3.00% of the gross proceedshaveto 0.75% of the gross proceedsgiven certain representations,of the Entitlement Offer (less any proceedsof the Entitlement Offer (less any proceedswarranties and undertakings inthatconnectionwere the subject of the Pre-Commitment); andthat werewith (amongthe subject of the Pre-Commitment).other things) the conduct of the
••• Coronadowith the Entitlement Offer);theInstitutionalthat level at close of business on two consecutive tradingthe documentsdeceptive,them;S&P/ASXbeingorEntitlementopinions200releasedremovedfalling,thatOffer),on the ASX by Coronado for the Entitlementfromatareanybynotthetime10%officialtrulyorfromandmorelistentryhonestlyorfromanyintoofitsheld,theitsleveldaysCDIsUnderwritingorator on the tradingforthebeingwhichcloseOffer containing any statementsremovedthereAgreementof tradingareday prioror nosuspendedonupreasonablethetoto the first settlement date;lastandfromtradingincludinggrounds,quotation(including forward looking statements)day4.00pmprioror(excludingthereto onthebeingthedateafirsttradinganof omissionthesettlementUnderwritinghalt orofvoluntarydatematerialthat(relatingAgreement,are materially misleading orrequiredsuspensionto settlementandinformationinremainingconnectionoffromtheat Coronado2.2 Dilution riskSecurityholdersdiluteddilute the value of anby futuremust also reimbursewho do notcapital investor’sraisingstake up all interest.the Joint Lead Managersby Coronado.of their entitlementsCoronadofor certain costs incurredmayunder the Offer,issue new securitieswill have their percentagein connection with the Entitlement Offer.in the future to financesecurity holding in Coronadoacquisitions or pay downdiluted.debt whichInvestorsmay,may also have theirunder certain circumstances,investment
• certain legal proceedings or regulatory action being undertaken in respect of the Entitlement Offer;
• ASX refusing to grant official quotation of the CDIs issued under the Entitlement Offer;
• subjectcorporation or being the subject ofbeing a change in directorto certain exceptions,or chief executivea directorregulatory action (or an announcementorofficer or chief financial officer of Coronado;senior manager of Coronadoregarding regulatory action), or Coronadobeing charged with an indictable offence,or its directorsor a directoror officersbeing engaging in any fraud,disqualified from managingor therea
• Coronado altering its capital structure in certain respects (other than as contemplated by the Offer or the Bond Offer or the ABL Facility);
• Coronado or any member of the Coronado Group breaching any debt covenant;
• Coronado withdrawing the Entitlement Offer or any part of it;
• any Coronado Group member is, or becomes, insolvent;
• certainoccur, in each case subject to a materiality test as outlined above;types of changes in law, banking disruption, disruption in stock exchange trading or changes or disruption to the financial markets, political or economic conditions
• certain forms of corrective disclosure by Coronado being required, subject to a materiality test as outlined above;
• Managersthere is anto satisfy their obligationsevent or occurrence, includingunder the Underwritingany statute, order,Agreementrule, regulation,or to market, promote or settle the Entitlement Offer;directive or request of any Government Authority which makes it illegal for the Joint Lead
• Coronado not complying with law, subject to a materiality test as outlined above;
• an adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of the Coronado Group, subject to a materiality test as
44
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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47 | Coronado Global Resources Inc.
Risk Factors (cont.)
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3 General investment risks
3.1 Investment in securities
conditionseconomicanddemandTherefactorsregulations;arethatfor andconditionsandgeneralmaycapitalsupply of Coronado'sannouncementaffectrisksandmarketstheassociatedoutlooks;marketinofAustraliachangesnewpricewithCDIs; announcementstechnologies;investmentsofandinsecuritiesinterestinternationally.inratespandemicsinclude:securities,and results of competitors; andandThisgeneralthesuchsuchmayratemovementsasresultasof COVID-19;inflation;Coronado'sin the changesinmarketepidemics;AustraliaCDIs.analyst reports.priceinThegovernmentandforgeo-politicaltradingtheinternationalNewpricelegislationCDIsinstability,of stockCoronado'sbeingandmarket;includingmorepolicies,CDIsorinvestorlessinternationalinmayparticularthansentiment;fluctuatethe taxationOfferhostilitieswithAustralianPrice.movementsandandGenerallyclimate-relatedactsand ofinternationalin applicableeconomicterrorism;laws
No assurance can be given that the New CDIs will trade at or above the Offer Price or that there will be an active market in Coronado's CDIs. None of Coronado, its directors nor anyother person guarantees the performance of the New CDIs.
3.2 Dividends
calendardividendsthey are currently being marketed, Coronado will be required to meet a minimum liquidity threshold ofproposedgenerally permit us to pay a dividend include:restrictedmustgivingconsolidatedThe paymentAny future dividends will be determined by Coronado's Board having regard to these factors, among others. Further, as mentioned in itemrequiresprovisionsCoronado'swill governalsoeffectCoronadoyear;or make other distributions.dividend)paymentofferremain subjecttheBoard may also cancel previouslytonetof dividends in respect of Coronado's CDIs is impacted by several factors, including Coronado's(b)Seniorthetoincome (asanrepurchasepaymentandwouldbeforeaggregateSecureditsto finalnotsubsidiaries,payingcalculated pursuantofanbetheNotesbasketnegotiationaggregategreateranyproposedandThese termsdividend.forcollectively,therestrictedthanwith the lenders.principal(a) an annual basket for dividends limited to the greater of (x) 1.25% ofrestrictedannouncedtermsto the indenture).1.50In remain subjectaddition,oftopaymentsamounttothepayment,meet1.00;dividends.ABLaweofThere isand(includingspringingFacilitySeniorourwouldto change.Pursuant(d)netno guarantee thatareourhaveSecuredleverageminimumdividends)expectedabilityto the indenture,toBut,haveNotesratiofor example,tofixedoftomakeaup(asequalinclude“basket”chargeany dividend willtodefinedUS$30restrictedin order to maketopursuantrestrictionscoveragethethatinmillion;US$125.0 million (on a pro forma basis after giving effect to the payment of theproposedthewouldpaymentsto the termsindenture)be paid by Coronado,ratioon(c)profitability, retained earnings, capital requirements and free cash flow.permita dividend pursuantCoronado’sdividendourduring(includingabilityCoronado’susforofthetothe indenture,beforethetopay(andLiquiditymakefourdividends)a market capitalization and (y) US$12.5 million in anypayingitsor iffiscaldividend.restrictedto the foregoing basketssubsidiaries’)Periodpaid,thatquartersuchif1.45 above, the terms of the indenture thatwepaidwillRestricted(aspaymentsdividend.havegovern the Senior Secured NotesperiodsatdefinedabilityhistoricsufficientpaymentAdditionally,(includingimmediatelyto,in levels.theamongin clausesavailableABLbasketsFromdividends)othertheFacility).preceding(c) ortime to time,ABLthings,cumulativethatif,(d),FacilityThesewouldsuchafterpayweas
3.3 General taxation risk
States realprecedingfromthese matters.Sectionownershipsuch11.13suchof,disposition)propertyreceiptofNon-U.S.dispositiontheholdingCompany’sofifdistributionsholderstheorcorporation.Companythemay be subjectinitialnon-U.S.onpublicisandorholder’sdisposalhasofferingto U.S.beenholdingofprospectusaCDIs.federal‘Unitedperiod,Thatincome tax onStatesdatedinformationwhichever24realSeptemberpropertyany gain fromwasperiodgeneralholdingis2018shorter.incontainedanaturecorporation’disposition ofWhileandcertainthereprospective(asCDIscaninformationdescribedbe(includingnoinvestorsassurances,inregardingthea 15%shouldprospectus)withholding tax assessed on the grosstheCoronadoconsultAustralianattheiranydoesandowntimenotU.S.tax adviserswithinbelievetaxationthethatfive-yearwithimplicationsit isrespectproceedsa Unitedperiodofto
tax treatmentChanges in the tax laws of Australia, the U.S. or the investor's jurisdiction, including changes in interpretationof an investment in Coronado's CDIs or the holding of, receipt of distributions on and disposal of those securities.or application of the law by courts or taxation authorities, may affect the
In addition, changes in tax law, or changes in the way tax law is interpreted in the various jurisdictions in which Coronado operates may impact the future tax liabilities of Coronado.
3.4 Changes in accounting policy
Changes to accounting standards and policies could affect Coronado's reported earnings and its financial position from time to time.
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45
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Appendix B
International Offer
Restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 48
International Offer Restrictions
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person, Canada ThislawfullytheThisrepresentationNoExemptions, of the CanadianNoinProvince.beoutside Canada.do notlegal advice priorTheupon the Company or itsthepossiblesecuritiesprospectusProvinces.Companydocumentdocumentofferapply to a first trade in a security ofdistributedand the New CDIs may not (British Furthermore,willtocommissionasto the contrarysatisfyThishasnotdoesconstitutes Columbia, Ontario to any resale of the New CDIs.wellinreceivebeen,documentnottheaasanyjudgmentconstitutedirectorsProvinces,itsorortheanresaledirectorswillauthoritySecurities Administrators.is an offence.offeringmayinformation,be,againstor officers. Allofanbe offeredonlyfiledand and theandinofferofthebeinonlyNew CDIsNew Quebec officersthea foreign,thelegalofdistributedProvincesbyCompanyor sold, in any countryNewCDIsProvincesor a substantialrightspersonsmay provinces) CDIsinnon-CanadianonlythehasbeorinorofinwithpermittedtheprotectionslocatedProvincesreviewedsuchthetheProvincesrespectCompanyProvincesportion ofpersonsoutsidereporting issuer thattoormustoutside Australia exceptthattosellintotheanyininwouldCanadabeofsuchthe assets ofpersonsanyCanadaofferingBritishmadewaysecurities.bejurisdictionand,passedwhoinaffordedColumbia,oforaccordanceNew CDIsasis made through an exchangetothe CompanyareenforceuponaThisinresult,"accreditedhadto the extentwhichOntariodocumentthisaorwithaprospectusitdocument,itthejudgmentmayand suchwouldapplicableandinvestors"resalepermittednotisQuebecnotbebebeenobtainedofthepersonsunlawful.apossibleCanadiansuchprospectus,withinmeritsbelow.(thefiledor marketsecurities.may be located outside Canada and,in"Provinces"),andtheInforofCanadiansecuritiesparticular,thepurchasersmeaningreceiptedanoutsideNew CDIsadvertisementAnycourtslaws.onlypersonofthisbyCanada,toNationalthedocumentortoeffectWhileagainstthepersonsinsecuritiestheorCanadian purchasersofferingservicesuchInstrumentatheProvincesmaypublictoresaleCompanyregulatorofwhomofnotprocessofferingtheas45-106restrictionsbelawfullyNew CDIsNewa result,distributedinorofwithinthesuchCDIs–participatingshould seeksecuritiesProspectusapplicableit may notgenerallypersonsandCanadamayto anyanybein any contents of this document, you should obtain independent New Zealand This document hasTheoffer of these securities is beingOther••••• Singapore ThisSingapore.issued,persons"SFA"), orNew CDIsdocumentthan in the entitlement offer,is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;meets the investment activity criteriais large within the meaning of clause 39 of Schedule 1 of the FMC Act;is a governmentis an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.circulatedin Singaporeas otherwiseAccordingly,areandornotnot beenanydistributed,exceptbeingpursuantagency within the meaningthisotherdocumentregistered,offeredpursuantmaterialsmade in reliance on the Financialto, andnorthe New CDIs may only be offeredtomaytoandthefiled with orrelatingin accordanceandthepublicanyspecified in clause 38 of Schedule 1 of the FMCinNewotheraccordancetowithintheof clause 40 of Schedule 1 of the FMCCDIsapproveddocumentNewwith the conditions of any otherNew ZealandbeCDIswithofferedby any New ZealandprofessionalorexemptionsMarketshavematerialsororothernotsold,sold in New ZealandConductadvice.been,thaninorin Subdivisionconnectionbetoandregulatory(Incidentalmadeexistingwillapplicable provisionsthenotAct; orwith(4)securityholdersAct;(orbe,subjectauthorityOffers) Exemption Notice 2016.Divisiontheallotted with a view to being offeredlodgedofferofunder1,oranorPartsale,ofinvitationregisteredof the SFA.the Financial MarketstheXIIIorCompanyofinvitationthe Securitiesforassubscriptiona prospectuswithfor subscriptionregisteredConduct Act 2013andfor sale in New Zealand)orinFuturespurchase,Singaporeaddressesor purchase,Act,whetherChapterwith(the "FMC Act").in New Zealandtheof directlyNew CDIs,to a person289Monetaryof orSingaporetoindirectly,Authoritymaywho:whomnot(thethebeofto
Any financial information contained in thisUS dollars. document has been prepared in accordance with US GAAP. Unless stated otherwise, all dollar amounts contained in this document are in Thisnot an investor falling within one of these categories,document has been given to you on the basis thatplease returnyou are (i) an "institutional investor"this document immediately. You may not(as defined in the SFA) orforward or circulate this document to any(ii) an "accredited investor" (asotherdefinedpersonin the SFA).in Singapore.If you are
consult with a legal adviser. Statutory memorandumlegislation rights of thecontains of purchaser’s action a for misrepresentation, damages Province. and A purchaser rescission. providedmaytheSecuritiesreferremediesto legislationanyforapplicablerescissionin certainprovisionor damagesProvincesof thearemaysecuritiesexercisedprovidelegislationabypurchaserthe ofpurchaserthewithpurchaser’sremedieswithin theProvincefortimerescissionlimitfor particularsprescribedor damagesofbythesetheif ansecuritiesrightsofferingor Any offer is not made to you with a view to the New CDIs being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable toinvestors Switzerland who acquire New CDIs. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
acquisition, holding LanguageCertain relating dece soit à la vente des valeurs mobilièresce document,Canadian in any of documents way chaqueincome toor disposition of the New CDIs as therethe investisseurin sale taxCanada.considerations. of the New CDIsUpon canadiendécrites receiptProspective confirme (including aux présentes of this par purchasersfordocument,are les greaterCanadian (incluant,présentes certaintyofeachthetax implications for investors in the Provinces. pourqu’il investorNew CDIsany plus de certitude, toute confirmationa expressément purchasein shouldCanadaconfirmationconsulthereby exigé their que confirmsorown tous anytax les notice)that d’achat adviser documents it behas ou tout avis) soient rédigés drawnwithexpressly faisant respectup in foi requestedtheto ou anyEnglish se taxes rapportant thatlanguagepayable en anglais seulement. all documents de only.in quelque connection Par evidencing manièrela réception with que theor The New CDIs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland.Neitherof the Swiss FinancialNeither thisCDIsgeneralwillthiscirculation in Switzerland.onlydocumentdocumentbe offeredServices Act or the listing rules of any stock exchangenor any other offering or marketingnortoanyinvestorsother offeringwho qualifyor marketingas "professionalmaterialmaterial relating to the New CDIs may be publicly distributed or otherwise made publicly available in Switzerland.relatingclients" to(asor regulatedthedefinedNew CDIsintradingtheconstitutesSwissfacility in Switzerland.Financiala prospectusServicesor Act).a similarThisnotice,documentas such termsis personalareto understoodthe recipientunderandThe Newnotart. for35
2(e) European ThisnorEuropeanIn accordancemayof the Prospectus Regulation).documenttheParliament and the Council of the European Union NewwithhasCDIsArticlenot been,be 1(4)(a)offeredand ofwillforthenotsale,Prospectusbe,in registeredthe EuropeanRegulation,Union (thewith orUnionapproved by any securitiesan"Prospectus Regulation").exceptoffer ofinNew CDIscircumstancesin theregulator in the EuropeanthatEuropeando notUnionrequireisalimitedprospectusUnion.to personsAccordingly,underwhoArticlearethis1(4)"qualifieddocumentof Regulationinvestors"may not(EU)(asbe made available,2017/1129defined in Articleof the No offering or marketing materialdocument United ThisUAE. Neither this documentdocument Arab will not Emirates doesbe filed with, and the offer of New CDIs will notnot constitutenor the New CDIs have beenrelating to the New CDIs has been, nor will be, filed with or approveda public offer of securitiesapprovedin be supervised by,theby the Securities and Commodities AuthorityUnited Arab Emiratesthe Swiss Financial Marketand the Newby any SwissCDIsSupervisorymay(“SCA”)regulatory authority or authorisednot or any otherbeAuthority (FINMA).offered orauthoritysold, directlyin the UAE.or review body.indirectly, to In particular,the public in thisthe
Hong Kong,WARNING: This document(the "SFO").ordinance).it. Accordingly, the New CDIs have not Kong nor hasNo action hasit been authorisedbeen taken in Hong Kong tohas notbybeen,thebeen and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under thatSecuritiesand will notandbe,Futuresauthorise orregistered asCommissionregister thisa prospectusin Hongdocumentunder the CompaniesKong or to permit the distributionpursuant to the(Winding Up and Miscellaneous Provisions) Ordinance (Cap.Securities andof thisFuturesdocumentOrdinanceor any documents(Cap. 571) ofissued in connection withthe Laws of 32) ofHong HongKong Thisof the UAE and no subscription for any securities may be consummated within the UAE.No offer ornot bedocumentprovided toinvitation to subscribe for New CDIs is valid, ormayanybeperson other than the originaldistributed in the UAE only torecipient.“qualifiedpermitted from any person,No marketing ofinvestors” (as definedthe New CDIsin the Abu Dhabi Global Marketin the SCAhasBoardbeen,oforDirectors'will be, made fromChairmanor the Dubai Internationalwithin the UAEDecision No. 37other than in compliance with the lawsFinancial Centre.RM of 2019, as amended) and may
allottedsecurities.HonglawsNo advertisement,ofKongHongNew CDIsorKong)elsewheremayinvitationothersell,thatthanororisofferwithdocumentdirectedrespectto sell,at,relatingsuchtoor New CDIsthesecuritiestocontentsthe Newthatin circumstancesofareCDIswhichorhasarearebeenintendedlikelythatorto willamountbeto accessedbebe disposedissued,to anorofferorreadofhasonlyto by,thebeentothepublicpersonsorpublicwillin Hongbeoutsideof inHongtheKongHongKongpossessionwithinKong(exceptsix monthsorofonlyifanypermittedtopersonfollowingprofessionaltofordothethesodateinvestors.purposeunderof theissueofNosecuritiesissue,ofpersonsuchin
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about
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47
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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International Offer Restrictions (cont.)
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United Kingdom
Neither(withinCDIs. thethismeaningdocumentof sectionnor any85otherof thedocumentFinancialrelatingServicesto theandofferMarketshas Actbeen2000,deliveredas amendedfor approval("FSMA"))to thehasFinancialbeen publishedConduct orAuthorityis intendedin thetoUnitedbe publishedKingdomin respectand no prospectusof the New
The New CDIsprospectusUKUnited Kingdom.Prospectusundermay notRegulation.sectionbe offered or sold in the United Kingdom86(1)Thisofdocumentthe FSMA.mayThisnotdocumentbe distributedis issuedby meansor reproduced,on aofconfidentialthis documentin wholebasisororininanythepart,otherUnitednordocument,mayKingdomits contentsexceptto "qualifiedin circumstancesbe disclosedinvestors"bywithinthatrecipients,dothenotmeaningrequire theto any ofotherArticlepublication ofperson2(e) inof thethea
Anythe FSMA does notbeen communicatedinvitation or inducementapply to the Company.or caused to be communicatedto engage in investmentand willactivityonly be(within thecommunicated or caused to be communicatedmeaning of section 21 of the FSMA) receivedin the United Kingdomin connection with thein circumstances in which section 21(1) ofissue or sale of the New CDIs has only
InArticlereferred"relevantdocument.the United19(5)topersons").in(investmentKingdom,Article The49(2)(a)thisinvestmentprofessionals)documentto (d) (hightoiswhichofbeingnettheworththisFinancialdistributeddocumentcompanies,Servicesonlyrelatesto,unincorporatedandandis Marketsisavailabledirectedassociations,Actonlyat,2000personsto relevant(Financialetc.)(i) whopersons.ofPromotions)thehaveFPOAnyprofessionalorperson(iii)Orderto whomwho2005experienceis("FPO"),itnotmaya inrelevantotherwise(ii)matterswhopersonfallrelatingbe lawfullywithinshouldtotheinvestmentscommunicatednotcategoriesact orfallingrelyof(togetherpersonsonwithinthis
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48
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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49 | Coronado Global Resources Inc.
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Appendix C
Regulation S
Restrictions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Regulation S Category 3 Restrictions
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are“Category Offer and jurisdictioncompliance with the registration requirements of the US Securities Act and any other applicable state securities laws or pursuant to an exemption from, or in a transaction not subject Unites Theto,underlyingthe New CDIs or SharesBy virtue of being a Delaware corporation, Coronado is a US domestic issuer for purposes of the US Securities Act.thenot,offerregistration States andand3 Secondary Market Procedures under the Shares)of” of Regulation S.arethesale Securities Law Restrictions notUnitedrequirementsofwillactingthebeStates.underNew‘restrictedfor thethe US Securities Act.CDIsofAccordingly,accountthesecurities’andUStheofSecuritiesunderlyingbenefittheforNew CDIspurposesof,Act ASX No Action USSharesandPersonsinofapplicabletheRulehaveOffer144innot Letter themaystateunderbeen,OffernotsecuritiestheandarebeUSofferedbeingwillSecuritieslaws.notconductedorbe,soldNoregisteredAct.holderin intheOffersaofUnitedmannerunderNewandStatesCDIsthesalesexemptThe New CDIs being offered and sold in the Offer (as well as theUSororofSecuritiesSharesfromto,theorNewregistrationforwillCDIstheActhaveaccountortothetheunderinvestorsrightsecuritiesorthebenefittooutsideUSrequirelawsSecuritiesof, theUSCoronadoof anyUnitedPersonsActstatepursuantStatestoexceptorregisterotherthattoin •• Underwriter and As part• RegistryUS Securities Act; andproviderequirereportswhether in the Offer or in secondary marketifpersonof the Offer and Secondary Marketthat brokeracting for the accountand its notices of shareholderthatnotificationor ASX otheranyknows, Participation NewtransferofortheCDIshasagentRegulationorreasonor benefit Restrictions SharesduringProcedures:tomeetings duringS/Ruleknow,thebearingof a US Person, in each case, unless thatDistributiontrading144Athatthethestatusduring the Distribution Compliance Period,legendtransactionthe Distribution Compliance Period.Complianceofsetits forthNewhasPeriodinCDIsbeenRulewithoutandpre-arranged903(b)(3)(iii)(B)(3)underlyingpurchasera favorablewith,Sharesis a QIB in transactionsno ASX Participantsopinionorunderthatin shareholderofthethecounselpurchaserUS Securitiesorcommunications,may execute a transaction over thecomplying with Rule 144A;otheris, aActassurancepersonmay innotsuchthethatbeUnitedasthetransferredannualtransferStatesreports,compliesbyASX in the New CDIsor Coronado’sa USperiodicfullyPersonwithinterimShareorthea
secondary marketthedistributorduringJanuary 2000market overTheBecausethe Distribution Compliance Period, such New CDIs will be divested underUnitedNewtheequityCDIsconfirmationDistributionStatesthe ASX in transactions(ASX No Action Letter),issuedsecuritiesorresales to investors in the United States or thata ComplianceUSunderrequirementPersonin Australiathe Offer(orPeriodcomplying with Rule 144A.ofaother than in respectareCategorypersonwill(Offer“uncertificated”be actingclassifiedand3 ofSecondaryforRegulationtheasandof‘FORaccountprocedurestheMarketare otherwise US Persons, unless such investor is a QIB, during the Distribution Compliance Period.S,FinancialASXCoronadoor Procedures)doesbenefitthatthe ASX Settlement OperatingProducts’would allow QIBs in the Unitednotintendsof havea USthatunderthetoPerson)areimplementabilityconsistentthethatASXto strictlyisproceduresSettlementnotRules.withaimplementStatestheQIB“noacquiresinOperatingor thatconnectionaction”the are US PersonsNewcertificationletterRules,CDIswithobtainedandtheinrequirement,theOfferwillto purchase New CDIs in the secondarybysecondarybetheandidentifiedASXsecondarystop-transfermarketfromwiththeovermarketastafftagrequirementtheofthatIf a person intransactionsASXtheprohibitsSECduringandin ••• inreasonableQIB, and implement measures designedtheCompliance Period,with Regulation S and Rule 144A; andduringtheto comply with Regulation S and Rule 144A.connectiontermsconfirmationtheofDistributioneffortsthewithissuancesentanytowill include a confirmationascertaintoCompliancepurchaseeachof theapplicantwhetherNew CDIsof Period,Newintheto assureCDIs,theanymustpurchaserOfferor notice to the purchaserwhetherinformationincludereasonableandisinaeachinthestatementprovidedthepurchaserOffercompliance with this requirement;UnitedorbythatStatesinanofofsecondarytheUnderwriterthe New CDIsNewNew CDIsor aCDIsUSmarketPersonintohavesecondarythatpublisherstrading,notorthe New CDIsactingbeeneachmarketof publiclyregisteredforofthetradingtheare subjectaccountavailableUnderwritersunderacrossorto restrictions on offers,thedatabases,benefittheUSandASXSecuritiesofanypriorasuchUSothertoPerson,asActtheASXBloombergandexpirationsalesParticipantsorarethatand resalessubjectandtheof theReuters,purchasermustto Distributionrestrictionsto complymakeaboutisalla
the New CDIs, including (butFurther ASX Notification During the Distribution Compliance Period,details on the Offer and Secondary to ASX Participants not limited to) the following:ASX SettlementMarket Procedureswill areimplementset forthvariousbelow. procedures designed to ensure compliance with the restrictions imposed by US securities laws on Legending Coronado• an uncertificatedwill operate: book-entry US register of Shares (the Share Register) maintained by the Share Registry;
•••••In addition,• Company Procedures and •• underrequireCompliance Period indicate thatagreementsensureSecurities Act, including the legendingadviseif such participantcirculateCDIs and the zeroprovideensuretoduringshall readthecauseCDIs are subject to underinclude in theholdersfactconsistent with the ASX No Action Letter,the US securities laws (andtheASX participatingthethatthatthatthatinto‘ThesedescriptionperiodicofDistributionallanyallregardingtheASXNewholding statementASXpurchaserscertificatedpurchaser securities cannotParticipantshas knowledgepercentCDIspublicationsParticipants Restrictions ofrestrictions on resale and hedgingCompliancepriortheorganizationsUS securities laws duringpermitted ownershipnowfromsecurities,Newtoprovideholdsandthese securities areprovided by ASX Settlementaviathethatidentifying whatCDIsdistributorbe transferredelectroniconPeriod,expirationthe purchaserarequirementincludingthat(ASX Participants)theonrestrictedthecontractASXotherinCoronadomarketASXoflevel of New CDIs by Excluded US Persons;theglobalSettlementto or held by US Persons thatsecuritythesuch restrictions are);thanandOfferthe Distribution Compliance Period; andtradingFOR Financialis in the United States or is a US Person, unless the purchasernotesDistributioncircularssecurities,Certification Requirement;will adoptaunderwillthat,andtransaction(confirmations)screenswebsite,to investorsmake,isduringRegulationandsubjectcertificatesproceduresComplianceProducts, by virtuebulletins:orandantheinbeexplanationtoelsewherewho hold their New CDIscomplianceDistributiondeemedS and,fortheinto(1)as partthePeriod,offerare notdetailswhichwhereNewto(e.g.andofof the Offer and Secondary MarketCompliancewithhaveof the stock codewillQIBs (eachglobaltheCDIsappropriate,ofresaleBloombergbearRulewhatrestrictedmade,incertificatesrestrictionsappropriateeither144A,constitutesPeriod,in the CHESS Sponsored Sub-registerrepresentationsas defined underandRule 144A;stockthewillwhich wouldIRESS)maynoOfferofsatisfyidentifierrestrictiveantransactionthebeExcludedorNew CDIsubdivided,totheis a QIB (anregardinginincludeU.S. lawinclude the restricted stock identifier;applicablelegends,therequirementsProceduresonUSsecondaryduringthean)’Person;theirand. Excluded US Person);identifiertoandASX involvinganythethenon-USanyto:ofmarketandDistributionNewphysical,Ruletodefinitive(as(2)PersonindicateCDIsdefined903(b)(3)(iii)(B)tradingnotificationthecertificatedasComplianceNew CDIssecuritiesorthehavingbelow)duringQIBrestrictionsdetailsstatus,securitiesrestricteda description ofthethatwillunderPeriod,beDistributionofareasthetheeffectedthewellissuedissuedstatuswhichNewNewUSas THEINSTITUTIONALBENEFICIAL INTERESTS THEREIN ARETHERESOURCESPLEDGED,TO PERSONS THAT ARE NOT,ACT)MOREREGISTERED UNDER THE U.S. SECURITIES ACTWITHOTHERFROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT TO FACILITATE ANY RESALES OF THESE SECURITIES.••Thethe Shares held by CDN recordedAlthoughACCORDANCESECURITIESPURSUANTthe Share Registry and will therefore“THESECURITIESShareU.S. SECURITIES REPRESENTED HEREBY AND ANY BENEFICIAL INTERESTSHOLDERIN ANALLan uncertificatedan uncertificatedTRANSACTIONSAPPLICABLEtheSECURITIESRegisterAPPLICABLEDELIVERED,“OFFSHORESharesTOACTACT,INC.HEREOF,WITHBUYER”RULEOFwillINCLUDING,(THEwillJURISDICTIONS.ANOTHER1933,beACTCHESS sponsoredissuer sponsoredbe144ADISTRIBUTEDSECURITIESEXEMPTTRANSACTION”(AStheBY“COMPANY”)heldTHATASregisterDEFINEDACQUIRINGUNDERAND AREinon the Share RegisterAMENDEDSOAPPLICABLEuncertificatedISFROMbind the holderNOTLONGofLAWSORTHE “RESTRICTED SECURITIES”legalINTHATsub-registerTHENOT ACTING(ASsub-registerREGISTRATIONTHERULEOTHERWISETHESEAS(THEU.S.titleOFDEFINEDCOMPANYRESULTTHESEbook-entryEXEMPTIONTHEofANY144A)of Shares (including CDN) unless Coronado(WHICH IT ACKNOWLEDGES THE COMPANY IS UNDER NO OBLIGATION TO DO),“USECURITIESShares.SECURITIESof New CDIs (the Issuer Sponsored.S.SECURITIESof New CDIs in Australia (thein book-entrySTATEFOR THE ACCOUNTSECURITIESIN RULE(“QIB”)OFSECURITIESTRANSFERRED,UNDERTAKESform,UNDERANYItFROM,willOFPURCHASINGtheACT“DIRECTED902(h)ORreflectTHEform.REPRESENTEDTHElegend AS DEFINED UNDER RULE 144(a)(3)ANDORACT”),ANY(“RULEUNITEDUNDER THElegalU.S.NODIRECTLYINbelowANYBENEFICIAL SELLINGOR BENEFITOBLIGATIONORAownershipSECURITIESFOR144TRANSACTIONTHEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THESTATESBENEFICIALANY(theCHESS Sponsored Sub-register)A”),ITSHEREBYU.S. SECURITIES ACT)ORShareSTATESub-register)EFFORTS”TOOWNbyINDIRECTLY,INTERESTSANDOF,CDN,TOAACTLegend)determinesACCOUNTAND“UINTERESTSPERSONSECURITIESSATISFY(II)NOT.S.thePURSUANT(ASIN PERSONS”ANYmaintained by the Share Registry; anddepositarywillACCORDANCESUBJECTDEFINEDTHEREIN,ONLYotherwisebeWHOTHEBENEFICIALORUNDER THE U.S. SECURITIES ACT.THEREINincludedLAWS.COMPLYING WITH REGULATION STHE(I)TOREQUIREMENTS (ASforTHE(A)INTO,in accordanceRULEAGREESmaintained by ASX Settlement.ACCOUNTtheRULEDEFINED IN RULETOinTHESELLERTHEWITHMAYNewINTERESTStheTHE144A903(c)SECURITIESholdingREGISTRATIONCDIs,FORBEALLCOMPANY,OFTHEREUNDER,REASONABLYwith applicable law:OFFERED,FORUNDERAPPLICABLEofTHEONEstatementTHEREINtheAND, IN EACH CASE, IN COMPLIANCEANY902(k) UNDER THEBENEFITORSharesREPRESENTED(B)THEEXEMPTIONMORESOLD,OUTSIDEREQUIREMENTSprovidedU.S.AREBELIEVESunderlyingORSECURITIES(“REGULATION S”)OFSECURITIESOTHER(D)ELIGIBLEREOFFERED,toCORONADOTHEINholdersORHEREBYtheISAU.S. SECURITIESQIBsUNITED STATESUNITED STATESSAFETRANSACTIONLAWSNewAFOROFofACT),“QUALIFIEDINCDIs,ANDSharesTHERESOLD,HARBORONEGLOBALRESALEOFUNDER(C)ANYANYU.S.withORbyIN
• the US Securities Act and areandensure that any information provided by Coronado or the Underwriters to publishers of publicly available databases about the terms of any new issuance of New CDIs offeredsold in reliance on Regulationsubject to restrictions underS and, if applicable, RuleRegulation S and,144A will includeif applicable, Rule 144A;a statement that neither the New CDIs nor the underlying Shares have been registered under
50
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 50
Regulation S Category 3 Restrictions (cont.)
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AANDONE(Y)INFROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.HEDGING TRANSACTIONS INVOLVING THE SECURITIES OR ANY BENEFICIAL INTERESTS THEREIN MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THESECURITIES ACT.THEHOLDINGTRANSFERS OF THE CDIs IMPOSED BY THE ASX REMAIN IN PLACE AND SUCH SECURITIES (OR THE CDIs FROM WHICH THEY WERE TRANSMUTED) HAVE BEEN HELDFORCOMPANY OTHERWISE DETERMINES TO REMOVE SUCH HOLDING LOCK.PRIORCERTIFICATIONSTRANSFEREEBENEFICIALNOMONTHS,ACQUISITIONINITIO, PROVIDED THATDOESANY CDIs REPRESENTING THE SECURITIES IT IMMEDIATELY TRANSMUTES THOSE CDIs INTO SHARES OF COMMONTHEFROMREFUSEABOVE.CDIsINTERESTSINDIRECTLY,ANY SUCCESSOR OR REPLACEMENT SECURITIES EXCHANGETRANSACTIONATHATAFFILIATETRANSACTIONHOLDERHOLDERISORATORNOTITPURCHASINGTOLEASTMOREOFTOANANYLOCKANHOLDPERMITTINGTHEREININTERESTSTHEOPINIONREGISTERINOFAFFILIATEWILLIS EITHERHEREOFBENEFICIAL(ASTRANSACTIONSSIXACCORDANCETHATRESALECOMPLYINGTHETOTHEDEFINEDANDMEETINGMONTHSTHEMAYTHESEOFSECURITIESSECURITYWILLFURTHERTHE SECURITIESANYINEACH(I)OFCOUNSELANYRESTRICTIONSCOMPANYONLYTHENOTINTERESTSINPREVENTTHETRANSFERSECURITIESTHEBYWITHRULETRANSFER,SUBSEQUENTWITHSECURITIESEXEMPTABEORNON-AFFILIATESCOMPANYAGREES“UREQUIREMENTSEVIDENCEDREASONABLYREGULATION.S.OFFERED,405AANDANYBENEFICIALTHEPERSON”THEREIN,OFOFFROMREFERREDOR A BENEFICIAL INTERESTTHEORRESTRICTIONSTHATTHEHOLDERTHEREPRESENTEDMAYTHEHOLDERANYSHAREHEREBYSOLD,REGISTRATIONCOMPANY(ASU.S.THESECURITIESTHESSATISFACTORYPURCHASE,BENEFICIALOFOFINTERESTANDTO ABOVE.DEFINEDFROMSECURITIESSECURITIESREOFFERED,REGISTRYTHEISREGULATIONHOLDERORISREQUIREDAPPLICABLENOTCOMPANYANYMAYHEREBYTRANSFERRING (“ASX”)THEREININOTHERWISEORINTERESTUNDERTHEREOFBENEFICIALHOLDINGAS PROVIDED INREGULATION S),INREQUESTTOACT)ANYREPRESENTED.RESOLD,SUCHSTO,MAYTHETHEREIN MAY BE ACQUIRED BY SUCH AN AFFILIATE OR PERSON SO LONG AS THE ACQUIRERORANDTOTHEINBENEFICIALOFNOTIFYTHEREINBECOMPANYRULETHETHETRANSFERSAGREESFORMTHEACQUIREAREU.S.(X)INTERESTSUCHHELDPLEDGED,FORMSECURITIES144ACOMPANYTHATSECURITIESSOLDANYASTHE BYLAWS OFISHEREBYINFORSECURITIESFORINTERESTSPURCHASINGBETHE(IFOFORPURCHASERTHEPURSUANTTHETHEREINOFDELIVEREDITSAVAILABLE)DELIVERED,CDIsTHEHOLDCOMPANYFORMORSUCHANDFORTRANSFEROROWNACTBENEFITREPRESENTINGPERSONTHETHEREINORBYTHEANYOFCDIsPURSUANTACCOUNTTHESE SECURITIESTHETOOFTOSUCHCDIsUNDERCHESSMAYSECURITIESDISTRIBUTEDACCOUNTSECURITIESRULETHEIMPOSEDTHECOMPANY,OFTHATPRESCRIBEFORNOTANTHEAND/ORSECURITIESCOMPANYDEPOSITARYTHEOR144TOAFFILIATEHASTHESOMADEORCOMPANYTHEBYU.S.RULEUNDERORSTOCK OF THE COMPANY.BEEN,TRANSMUTEDTHELONGSECURITIESORBENEFITTHETRANSFEREEACCOUNTASECURITIESFROMINORTHAT144ACOMPANYOTHERWISEBENEFICIALORORAUSTRALIANACCORDANCEINTHEASINTERESTSANY BENEFICIALTHATTHEPERSONANYTHEREUNDERSUCHTIMEOFANYU.S.OFOR,ANYIMMEDIATELYBENEFICIALTOANYOR THE SHAREACTRESTRICTIONSTOSECURITIESTRANSFERPROVIDEONETRANSFERRED,IFINTERESTCDIsSHALLU.S.(“CDIs”)TIME,SECURITIESSUCHSUCHORWITHORPERSONWILLISINTERESTS(IFBEINCLUDINGMORE.AFFILIATEDECLARATIONSCDIsOTHERWISEINTERESTSAVAILABLE)THEISBYPRECEDINGTHEREINNULLBEACT,TOREGISTRAR MAYACQUIRINGAPPLICABLEOROROTHEREXCHANGESUBJECTRESTRICTIONSBEDIRECTLYANDUNLESSBENEFICIALTHEREIN IN(II)EFFECTEDACQUIRESTHATANDTHEREINEXEMPTVOIDISAND/ORQIBsTHREEATOANDANYANYTHETHEU.S.QIBORORTOABINA suchSecuritiestransmutedisever Restricted Eachimmediately submits such New CDIs to the Share Registry for transmutation into SharesaplaceIfrestrictionsaddition,AnytransmuteincludingtheyUS Securities Actotherofaccordancelaws, and prior On-Market Duringpersonaccountregistrationapplicable Offer and Secondary Market Off-MarketNew CDIs a holder ofholdingremovedsaleSharesceasebe removedNewapplicableaffiliateorrestrictions,theactingsuchorany personthelockCDIsAct,itsDistributionapplicableto Securities and benefit Transfers by Transfers fromunderwithorSharesrestrictionofSharesNew CDIsbeonthatCoronado.to such resale CoronadoNewunlesswillCoronadojurisdictions.Sharestherestricteditsfromor an exemption fromtheof,willRuleremainCDIsbehalfwhoSharewishesintoto in the the New CDIs.a in the USpreventCoronadoCompliancethat144USwillaretransfersbecomes an affiliate duringacquiredNewSecuritiesAsatsecuritiesknows, Affiliates Legend‘restrictedanyto transmutecontinue to be bound by thePerson‘restrictedmay SecondarySecondary theSubjectindicatedtheCDIsNew CDIstimebeotherwiseoforholderfromandPeriod,intheavailableunderActduringhastosecurities’ofsecurities’accordanceProcedures.such registrationabove,wouldanyNewCoronadovarious MarketMarket settlementits SharespursuantreasonfromtransmutedRuleNewthedeterminesotherCDIsneedfortheretransferringDistributionconditions,144.(asCDIstoasresalesapplicabletoorimposedwithknow,to removeinto New CDIs, itofdefinedthe Distribution Compliance Period must also deliverdefinedcanRuleitsResalesmayfromtheRegulationrestrictions setrequirementstoaffiliatesbeofthatOffer144AsuchremovebeincludingSharesSharesCompliancebyundernoinlaws.the holdingtheofreofferedRuletheassurancewillNewthereunderanywillsaleRuleASXwillS,Suchorthatdeliver144can contactthebesuchCDIsand,Newunless,behasforth in the Share Legend144(a)(3)remaindeemedandholdingPeriodavailabilityunderresaleslock on such Shares orsubjectthatrestrictedin each case,CDIsbeenafor(ifresoldletterinthesotheinavailable).mustlock.eitherthe Share RegistrybyprearrangedoftoundertoplacelongDistributionUStoofNewbeaffiliatesinasecuritiescomplyCoronadocurrentholdingstandardSecuritiesbearing the Share Legend;‘restrictedcase,asAsorthein accordanceCDIsanysuchNewSuchSecuritiesofthatwithinformationwith,lockmustmustCompliancerestrictionsCoronado.New(regular)CDIsacknowledgingNew CDIs, which it may or may not do in its discretion.above to the extentAct)securities’reofferspersonthethatorand requestbebeCDIsthatAct,duringrestrictionsrepresentwillmadewith allconducteda letter to CoronadowayregardingisandapplicabletheunlessarepreventSuchPerioda(astheinbrokeredpurchaserQIB‘restrictedapplicable securitiesresalesaccordancedefinedandthatresalesDistributionbeneficialCoronadosetand (b) any New CDIs transmuted fromwillintheacquiringCoronado,agreeingthey relate to their beneficial interestssuch conversionaccordancetoforthnotholdermusttransactionstransfersinofis,securities’beRuleinSharesinterestsaotherwisewithacknowledgingalsoNewComplianceextendedfromthepersonthat:applicable144RegulationofwithotherwiseShareCDIstransferringor(a)lawsastheunderonininbe made.New CDIsthedeterminesdefineditor,theunderlyingNewintheofLegendmayPeriod.holdingShareoneaccordingly,thethe statesUnitedand agreeingASXS,beCDIsnotundertheUSthoseorconductedHowever,byLegenduntilwhereperiodsacquireFurther,tomoreregistrationSecuritiesStatesimposedShares,affiliatesremoveNew CDIsRuleofit thatisthe United Statestransactionsneitherandandto the same.Sharesoranyas144(a)(3)removeduntil that Shareaintheholdersbymustis,suchholderAct)with the Shares,anycompliancevolumerequirementsNewtheorShareforthewill be subjectotherbeunlessholdingissoASXCDIsthatsellerbyunderofactingexemptconductedandlongLegendCoronado,Newapplicablewishesremainandunlesswithandlock.normannerLegendtheasforofCDIsfromuntilanyanyanyanythethetheUSwilltoIntoininit
THE FOREGOING RESTRICTIONS SHALL REMAIN IN PLACE UNTIL SUCH TIME AS THE COMPANY DETERMINES IT IS APPROPRIATE TO REMOVE THEM.BYSET FORTH IN THIS LEGEND AND AGREES TO COMPLY WITH THE FOREGOING RESTRICTIONS.TheNewCompliancedeterminestransmuted fromCDIs therefore ITSIssuerCDIsimposedACQUISITION there representSponsoredtoPeriodremoveby can be no assurance SharesthetobeneficialASXsuchSub-registertheHEREOF,will be subject to a holding lock that will prevent the holder fromextentremainholdinginterestsORtheyinandlock.placeOF that relatetheinA Investors or the underlyingBENEFICIALCHESStosuch Share Legend theirNewSponsored should beneficialShares,CDIsINTEREST note are will ever be removed from the holdersSub-registerinterests‘restricted that HEREIN,of it until is Newcombine possible securities’THECoronadoCDIsACQUIRERwillto that transferring such New CDIs for so long as any restrictions applicable to transfersasmakealsodeterminesdefined the beup New CDIs.Distribution REPRESENTStheboundunderregisterto” removebyRulethe Compliance of144(a)(3)THATrestrictionsbeneficialthe ShareIT underIS Period ownershipPERMITTEDsetLegend,theforth could USincludinginofSecuritiesthethe be TOShareShares extended ACQUIREtheAct,Legendrestrictionunderlyingunless beyond SUCHduringCoronadothattheAN six theanyNewINTEREST months, Distributionof the NewNewCDIs.otherwiseCDIs and ASAs Itbetween144A.SecondaryRegistry will require•• is possibleit will be the sole registerediftransaction’result of anyOff-marketthoseit Marketis tooutsidetwotransferProcedurestransfers ‘directedsub-registers.(ascertification fromthedefinedNewUnitedinvolvingsellingCDIsapplicableinStates,RuleNewand beneficial efforts’inthe transfereetheoff-market902(h)CDIsittoCHESS (as definedisASXtransferrednotunderownerParticipantstransactionsaSponsoredof the following:USthein Rule 903(c)of the New CDIs that it intendsPersonUSin off-marketSecuritiesdescribedSub-registeroutsideand isunderoftransactionsnotAct)above.theactingarethe US Securities Act);complyingASXperformedBeforeforthroughoutsidetheto acquire;withsettlingaccountbytheofRegulationtheASXIssueranASXoroff-marketParticipantsbenefitSponsoredmayS underonlyof,transferrathertheabeSub-registerUSUSreofferedthatPerson,thanSecuritiesoccurstheandorandShareontheActresoldittheisCHESSandRegistry,purchasingIssuerinitaccordanceisSponsorednotSponsoredandpurchasingtheareNewwithsubjectSub-register,Sub-register,RegulationCDIsthetoNewintheanasCDIstheOfferS‘offshoreorwellShareRuleasandasa
restrictionsrestrictions in that Share LegendDuringknow, Transmutation IfandIssuerawarethrough the inclusion of the messageNoticeno assurancesuch Sharesa holderin that the sale has beenthattheSponsoredtheof theholdingofDistributionanysetwillNew CDIsthat the Distribution Compliance Period will not be extendedforegoingforthsuchbe bound by thestatementSub-registerinSharesCompliancethatwishesrestrictionsSharepre-arrangedwilltheytooruntil such time as CoronadoremainrestrictionstransmutereceiveLegend,thePeriodwill ‘TransferCHESSbe‘restrictedfromnowith,providedanditscontained in the Sharetransactions of these securities to, and holding of these securities by, US Persons thattheNew CDIsSponsoredor that the purchaserthatsecurities’Sharetoby investorsvirtueRegistryinintoSub-registerthedetermines(asofShares,New CDIsthedefinedthatandLegend untilis, an Excluded US Person.NewholditASXit is appropriateduringcanor,inCDIscantheirRuleSettlement,accordingly,contactbetherepresentingNewsuch time as Coronado determines144effectedDistributiontheunderCDIsrespectively.to removeSharethat the Share LegendthroughthroughthebeneficialRegistryComplianceUSthem.theSecuritiestheInASX ifinterestsandIssueraddition,requestPeriodthe ASX ParticipantAct)Sponsoredwill everintheduringthoseitthatthatShareisare not QIBs (each as defined under U.S. law) isappropriate tobe removedthesuchSharestheSub-RegistrySharesDistributionconversionregisterthateffectingfromwillunderlyingholdersremove it.adviseandCompliancesuch Shares.bethemade.theoftransactioneachthetheAs indicated above,CHESSNewHowever,NewnewPeriod,CDIsholderknows,SponsoredCDIsandinvestorsareareappearingorthatsubjectsubjecthasthere can beSub-registeraprohibited’shouldreasonholderontoto thethethebeofto ••• requirementsnotifunderunless it has submitted, or immediately will submit, such New CDIs to the Share Registry for transmutation into Shares;itstateifSecurities Act) complying with Regulation Snoapplicable securities laws of the states of theitunderstandsit obligationisis,bein the United Statesofthe US Securities Act pursuantoroffered,thehasUnitedforbeentoandsold,prepareanyacknowledgesinStates,pledgedexemptiontheorprecedingor file);andis,orororotherwiseareorthatissafe(iv)threeacting forto Rule 144A thereunder;‘restrictedtheharborpursuantNew CDIsmonths,transferredunderUnited States and any otherthe accountfromsecurities’the US Securities Act;toantheanit ‘affiliate’wishesbyregistrationexemptionsuchof,(asa USto(asdefinedpurchaseracquiredefinedPerson,fromrequirementsin(iii) pursuanthaveapplicable jurisdictions;theexcept:RuleinitregistrationisRulenota QIB144ofbeen,(i)405theunderto an effective registration statementtothatofCoronado;USandrequirementstheistheSecuritiespurchasing the New CDIswillUSUSnotSecurities(ii)Securitiesbe,ActinofregisteredanthetoAct)‘offshorefacilitateUSAct)ofSecuritiesunderCoronadoandanytransaction’in oneCoronadotheunder the US Securities ActresalesAct,USor moreit hasSecuritiesandof(asundertakesnottheintransactionsdefinedandNeweachActwillCDIs,incase,ornonotRuletheexemptobligationandacquireinsecurities(which Coronado has902(h)accordancethefromNewanyunderto lawsregistrationsatisfyNewCDIswiththeofCDIsmayanytheUSall
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Regulation S Category 3 Restrictions (cont.)
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•••• notwithstanding(i) in anfromStates andCoronadoAct,otherthatSecurities Act;it(recognisingagreesduringorregistration under the US Securities Act pursuant to Rule 144A thereunder,applicable jurisdictions;pursuant ‘offshore transaction’to,mayany otherthethatandDistributionrefusethe foregoingtothe Offer Procedureseachanapplicable jurisdictions;toavailablesubsequentregisterCompliance(asbullet,exemptionanydefined in Rule 902(h) under theitholdertransferunderstandsprovidePeriodfromisoffor this to be done automatically for New CDIs transferredrequiredit thewillregistrationandNewnotacknowledgesto,enterCDIsnotifyand,intonotinanyUS Securities Act) complying withanymadeeachthattransfereehedgingincase,during the Distribution Complianceaccordancetransactionsand in each case, in accordanceinofaccordancethewithNewtheinvolvingCDIswithprovisionsallRegulation SfromtheapplicableoverNewitofofthe ASX);RegulationPeriod,CDIs,thewith all applicable securities laws ofsecuritiesunder the US Securities Act;resaledirectlythe New CDIsS,restrictionslawspursuantor indirectly,of themay onlytoreferredstatesregistrationunlessbeofor (ii) in a transaction exempttoreofferedtheinabove,undercompliancethe states of the UnitedUnitediftheandthenStatesUSresoldwithapplicableSecuritiesandtheeitheranyUS • Possible Extension •• law;itsuch acknowledgement,certificationsnotmore transactions exemptitauthorityit acknowledgesacknowledgesunderstandsinandtheany registrationUnitedand other documentation of Distribution andthatthatStatesacknowledgesduringCoronadoandrepresentationstatement in respect of registeringfromtheis Compliance Period notregistrationandDistributionathatothersUSrelatingor warrantyduringPersonunderwillComplianceto itsrelytheorthe US Securities Act pursuantactingDistributiondeemed to haveuponability to transferPeriodtheforany offers, sales, reoffersthetruththeComplianceaccountandSharesbeenSharesaccuracyormade by virtue of its purchase of ShareswillbenefitPeriodin compliance with thebearofto Rule 144A thereundertheofCoronadotheor resales of the Shares underaforegoingUS Person,Share Legendis acknowledgements,notrestrictionsunless,obligatedunless(if available);in Coronadoeithersetto fileis no longerforth above,the US Securities Act;case,representationswithdeterminesittheis aaccurate,SECincludingQIBotherwiseorthatandwithit shall promptly(ifiswarrantiesapplicable) thatpurchasinganyin compliancestateandsecuritiesthenotify Coronado.agreesSharesthe transfereewith thatapplicableregulatoryin oneif anyoris
••• itotherUnitedtransactions exemptitauthorityitcompliance with applicable law; andacknowledgesacknowledgesunderstandsdocumentationStatesany registrationandandthatthat,isacknowledgesfromnotduringrelatingpriorastatement in respect of registeringregistrationUStothetoanyPersonDistributionitsproposedthatabilityunderorduringactingtothe US Securities Act pursuantCompliancetransfertransferthefor theDistributionofNewaccountNewPeriodCDIsany offers, sales, reoffersCDIsComplianceorthein benefitothercomplianceSharesthanofto Rule 144A thereunderunderlyingPeriodapursuantUSwithPerson,theCoronadoor resales of thethetorestrictionsanNewunless,effectiveisCDIsnotinset(if available);eachobligatedwillNew CDIs underregistrationforthbearcase,above,thetoit filestatement,isShareincludingawithQIBthe US Securities Act;Legendthethat(ifit SECwillisapplicable)unlesspurchasingbeorrequiredwithCoronadothatanythetothestateNewprovidedeterminestransfereeCDIssecuritiescertificationsin oneisotherwiseregulatorynotorinmoreandthein DuePeriod,afterassurancecase, the restrictions imposed duringInsells extensionfor, the addition,toCDIsthewhichthe New CDIs on the Distributionpursuantthat or naturetheis continuation theDistributionexpectedofASXtoCompliancetheRegulationwillASXto ASX. Compliance of approvelasttrading the untilPeriodS. Distribution the Distribution Compliance Period will continue indefinitely.Ifsuchsixsystem,thisPeriodends,monthsremovalweresubjectmaythe Compliance toafteroccur,restrictedorrestartsettlementthatto approvaltheCoronadoif,stockDistribution Period amongofbyidentifierthe could willothertheOffer.beComplianceASXreasons, have ableandTheandassociatedto an NewdeliverydeliverCoronado adverse PeriodCDIsoroftransferwouldwill effect obtaincertaindeterminesnorestartlonger on restrictionsanyopinions your requiredastobearatissue ability andthesuchwillcertificatesdateadditionalunlessremain to restricted resell of suchrequiredonCDIs,or the thestockofferopinion New Neworbyandidentifierfollowingapplicable CDIs toCDIssaleeffectuate or ofduringand the thesuchlaw.associatedOffer liquidity suchtheadditionalCoronadoDistributionanremoval.affiliate of, transferCDIs. or can trading ofIfCompliancerestrictionsprovide Any such thatCoronadois price theno
• Shares Currently,beShare Registry will requireapurchasingpersonreoffereditsuch acknowledgement,acknowledgesinthere isthetheandSharesUnitedresold where neither the seller nor any person acting on itsno trading marketinStatesthatonecertification fromCoronadoororrepresentationmoreis, for the Shares.or andtransactionsis actingthe transfereeothersor warrantyforwillexempttheHowever,relyaccountof the following:deemed to haveuponfromit is possible to transfer Sharestheorregistrationbenefittruth andbeenof,behalfunderaccuracya USmade by virtue of its purchaseknows,thePerson,ofUStheorSecuritieshasinthrough the Shareforegoingaccordancereason to know,Actacknowledgements,pursuantwithof New CDIs is no longerRegister.Regulationthatto the sale hasRuleShares144AS,representationsunless,thereunder.transferredbeeninaccurate,prearrangedeitherandthrough the Share Register mayBeforecase,warrantiesit will promptlywith,thatsettlingor thatpersonandsuchagreesnotify Coronado.the purchaserisaatransfer,QIBthatthatif onlyanytheis,is OnceresoldSecurities Act. Representations Eachapplicable,applicanttheto investorsDistributionprovidedacquiring of Applicants into that applicant.CompliancetheNewUnitedCDIs Acquiring StatesPeriodunderinhasthetransactions New CDIs under expiredOffer willandregisteredbethedeemed the Offer restrictedunderto havestockthe represented,USidentifierSecuritieshaswarrantedbeenAct orremoved,pursuantand agreedtheto certainNewas detailedCDIsexemptionsandin thethe underlyingfromconfirmationthe registrationSharesletter couldor requirementsRetailbe offered,Offer Booklet,ofsoldthe andUSas
• it will be the sole registered and beneficial owner of the Shares that it intends to acquire;
• (asifsellingit isdefinedoutside efforts’in as defined in Rule 903(c)theRuleUnited902(h)States,underittheis notUSunderaSecuritiesUS Personthe US Securities Act;Act)andcomplyingis not actingwith forRegulationthe accountS underor benefitthe Securitiesof a US Person,Act and andit is itnotis purchasingpurchasing thethe SharesShares asin ana result‘offshoreof anytransaction’‘directed
• ifunderit is inthe US Securities Act pursuantthe United States or is, or is to Rule 144A thereunder;acting for the account of, a US Person, it is a QIB and is purchasing the Shares in one or more transactions exempt from registration
• ifunless it has submitted, or immediately will submit, such New CDIs to the Share Registry for transmutationit is, or has been in the preceding three months, an ‘affiliate’ (as defined in Rule 405 of the US Securitiesinto Shares;Act) of Coronado it has not and will not acquire any New CDIs
• securities laws of the states of the United States and any otherAct)obligationstateitoffered,requirementsunderstandscomplyingof thesold,toUnitedpreparepledgedforand acknowledgeswithanyStates,Regulationorexemptionorfile);otherwiseandor (iv)areSorthatundersafepursuanttransferred‘restrictedthe SharesharborthetoUSsecurities’byfromanSecuritiesthatsuchexemptiontheitpurchaserwishesregistrationwithinAct;fromapplicable jurisdictions;theto acquire have not(iii)except:themeaningrequirementspursuantregistration(i) oftotoRuleCoronado;anofrequirementsbeen,the144effectiveUSunderand will(ii)Securitiesinregistrationtheofannotthe‘offshoreUSbe,ActUS SecuritiesSecuritiesregistered under the US Securities Actstatementto facilitatetransaction’ActAct,underanyand(asandresalesCoronadothedefinedin USeachofSecuritiestheinundertakescase,RuleShares,in902(h)accordanceActor the securitiesandno(whichunderobligationthe SharesCoronadowiththe USalltomaylawssatisfyapplicableSecuritieshasnotof anythebeno
• Coronado may refuse to registerorapplicable jurisdictions;pursuant to an available exemptionany transfer offrom registrationthe Sharesand,notin made in accordanceeach case, in accordancewith the provisionswith all applicableof Regulation S,securities lawspursuantof theto registration under the US Securities Act,states of the United States and any other
• Securities Act;that during the Distribution Compliance Period it will not enter into any hedging transactions involving the Shares, directly or indirectly, unless in compliance with the US
• it agrees to, and each subsequent holder is required to, notify any purchaser of the Shares from it of the resale restrictions referred to above, if then applicable;
• it acknowledges that, prior to any proposed transfer of Shares other than pursuant to an effective registration statement, the transferee of Shares will be required to provide
52
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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51 | Coronado Global Resources Inc.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Appendix D
Reconciliation of NonGAAP measures
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Reconciliation of Non-GAAP measures
This report includes a discussion of results of operations and references to and analysis of certain non-GAAP measures (as described below) which are financial measures not recognised in accordance with U.S. GAAP. Non-GAAP financial measures are used by the Company and investors to measure operating performance.
Management uses a variety of financial and operating metrics to analyse performance. These metrics are significant factors in assessing operating results and profitability. These financial and operating metrics include: (i) safety and environmental metrics; (ii) Adjusted EBITDA, (iii) sales volumes and average realised price per Mt of metallurgical coal sold, which we define as metallurgical coal revenues divided by metallurgical sales volumes; (iv) average mining costs per Mt sold, which we define as mining costs divided by sales volumes; and (v) average operating costs per Mt sold, which we define as operating costs divided by sales volumes.
Reconciliations of certain forward-looking non-GAAP financial measures, including market guidance, to the most directly comparable GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort, due to the uncertainty and inherent difficulty of predicting the occurrence and the financial impact of items impacting comparability and the periods in which such items may be recognised. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
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54
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Retail Entitlement Offer | 52
Reconciliation of Non-GAAP measures
| Realized Pricing reconciliation | |||||
|---|---|---|---|---|---|
| For the year ended December 31, 2020 | Australia | United States | Consolidated | ||
| (US$ Thousands, except for volume data) | |||||
| Total Revenues | 976,369 | 485,893 | 1,462,262 | ||
| Less: Other revenues | 34,143 | 4,520 | 38,663 | ||
| Total coal revenues | 942,226 | 481,373 | 1,423,599 | ||
| Less: Thermal coal revenues | 105,681 | 5,151 | 110,832 | ||
| Metallurgical coal revenues | 836,545 | 476,222 | 1,312,767 | ||
| Volume of Metallurgical coal sold (MMt) | 8.9 | 5.6 | 14.5 | ||
| Average realized price per Mt of Metallurgical coal sold | $94.4/t | $84.4/t | $90.5/t | ||
| For the year ended December 31, 2019 | Australia | United States(1) | Consolidated | ||
| (US$ Thousands, except for volume data) | |||||
| Total Revenues | 1,465,957 | 749,791 | 2,215,748 | ||
| Less: Other revenues | 35,669 | 5,740 | 41,409 | ||
| Total coal revenues | 1,430,288 | 744,051 | 2,174,339 | ||
| Less: Thermal coal revenues | 102,867 | 47,510 | 150,377 | ||
| Metallurgical coal revenues | 1,327,421 | 696,541 | 2,023,962 | ||
| Volume of Metallurgical coal sold (MMt) | 9.5 | 6.3 | 15.8 | ||
| Average realized price per Mt of Metallurgical coal sold | $140.4/t | $111.3/t | $128.8/t |
==> picture [41 x 15] intentionally omitted <==
(1) In Q1 2020, Coronado changed segments reporting to 2 segments, namely Australian Operations and US Operations. From FY2017 to FY2019 Coronado reported results separately for each operating mine.
55
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Reconciliation of Non-GAAP measures
| Realized Pricing reconciliation | |||||
|---|---|---|---|---|---|
| For the year ended December 31, 2018(1) | Australia | United States(2) | Consolidated | ||
| (US$ Thousands, except for volume data) | |||||
| Total Revenues | 1,165,580 | 814,924 | 1,980,504 | ||
| Less: Other revenues | 29,521 | 5,383 | 34,904 | ||
| Total coal revenues | 1,136,059 | 809,541 | 1,945,600 | ||
| Less: Thermal coal revenues | 74,657 | 51,837 | 126,494 | ||
| Metallurgical coal revenues | 1,061,402 | 757,704 | 1,819,106 | ||
| Volume of Metallurgical coal sold (MMt) | 6.8 | 7.1 | 13.9 | ||
| Average realized price per Mt of Metallurgical coal sold | $155.7/Mt | $107.0/Mt | $138.6/Mt |
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(1) FY2018 results reported from March 29, 2018 include the results from the Curragh mine, which was acquired on March 29, 2018 and not pro forma for full year. (2) In Q1 2020, Coronado changed segments reporting to 2 segments, namely Australian Operations and US Operations. From FY2017 to FY2019 Coronado reported results separately for each operating mine. 56
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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53 | Coronado Global Resources Inc.
Reconciliation of Non-GAAP measures
| Realized Pricing reconciliation | For 3 months | For 3 months | For 3 months | For 3 months | ||
|---|---|---|---|---|---|---|
| ended | ended | ended | ended | |||
| (US$ Thousands, except for volume data) | March 31, 2020 | June 30, 2020 | September 30, 2020 | December 31, 2020 | ||
| Total Revenues | 409,317 | 304,348 | 376,385 | 372,212 | ||
| Less: Other revenues | 9,707 | 9,142 | 9,648 | 10,166 | ||
| Total coal revenues | 399,610 | 295,206 | 366,737 | 362,046 | ||
| Less: Thermal coal revenues | 27,327 | 25,458 | 30,273 | 27,774 | ||
| Metallurgical coal revenues | 372,283 | 269,748 | 336,464 | 334,272 | ||
| Volume of Metallurgical coal sold (MMt) | 3.7 | 2.9 | 3.9 | 4.0 | ||
| Average realized price per Mt of Metallurgical coal sold | $102.0/t | $91.6/t | $86.0/t | $83.8/t |
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Notes: Figures may not sum up to FY2020 figures due to rounding.
57
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Reconciliation of Non-GAAP measures (cont’d)
| Adjusted EBITDA reconciliation For the year ended December 31, 2020 For the year ended December 31, 2019 For the year ended December 31, 2018(1) (US$ Thousands) Net (loss) Income (226,537) 305,477 114,589 Add: Depreciation, depletion and amortization 191,189 176,461 162,117 Add: Interest expense (net of income) 50,585 39,294 57,978 Add: Other foreign exchange (losses) gains 1,175 (1,745) 9,004 Add: Income tax expense (60,016) 114,681 75,212 Add: Impairment of assets 78,111 - - Add: Losses on idled assets held for sale 9,994 - - Add: Provision for discounting and credit losses 9,298 - - Add: Loss on debt extinguishment - - 58,085 Adjusted EBITDA 53,799 634,168 476,985 |
Mining Costs per tonne reconciliation For the year ended December 31, 2020 For the year ended December 31, 2019 For the year ended December 31, 2018(1) (US$ Thousands) |
|---|---|
| Total costs and expenses 1,610,213 1,758,945 1,647,424 |
|
| Less: Selling, general and administrative expense (30,352) (36,062) (66,207) |
|
| Less: Depreciation, depletion and amortization (191,189) (176,461) (162,117) |
|
| Total operating costs 1,388,672 1,546,422 1,419,100 |
|
| Less: Other royalties (84,891) (157,016) (181,715) |
|
| Less: Stanwell rebate (103,039) (175,318) (127,692) |
|
| Less: Freight expenses (185,863) (166,729) (117,699) |
|
| Less: Other non-mining costs (23,880) (28,920) - |
|
| Total mining costs 990,999 1,018,439 991,994 |
|
| Sales Volume excluding non- produced coal (MMt) 17.8 19.6 17.4 |
|
| Average mining costsper Mt sold $55.6/t $51.8/t $56.8/Mt |
|
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(1) FY2018 results reported from March 29, 2018 include the results from the Curragh mine, which was acquired on March 29, 2018 and not pro forma for full year.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
58
Retail Entitlement Offer | 54
Reconciliation of Non-GAAP measures (cont’d)
| Adjusted EBITDA reconciliation | For 3 months ended |
For 3 months ended |
For 3 months ended |
For 3 months ended |
||
|---|---|---|---|---|---|---|
| (US$ Thousands) | March 31, 2020 | June 30, 2020 | September 30, 2020 | December 31, 2020 | ||
| Net (loss) Income | (8,865) | (114,330) | (41,794) | (61,548) | ||
| Add: Depreciation, depletion and amortization | 45,302 | 41,547 | 48,693 |
55,647 | ||
| Add: Interest expense (net of income) | 12,253 | 12,064 | 12,207 |
14,057 | ||
| Add: Other foreign exchange (losses) gains | (5,559) | 9,777 | 1,614 |
(4,654) | ||
| Add: Income tax expense | 2,291 | (22,646) | (11,169) | (28,491) | ||
| Add: Impairment of assets | - | 63,111 | - |
15,000 | ||
| Add: Losses on idled assets held for sale | ||||||
| - | - | - | 9,994 | |||
| Add: Provision for discounting and credit losses | - | - | - | 9,298 | ||
| Adjusted EBITDA | 45,422 | (10,477) | 9,551 | 9,303 |
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Notes: Figures may not sum up to FY2020 figures due to rounding.
59
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Reconciliation of Non-GAAP measures (cont’d)
| Adjusted segment EBITDA reconciliation | ||||||
|---|---|---|---|---|---|---|
| For the year ended December 31, 2020 (US$ Thousands) |
Australia | United States | Other / Corporate(1) | Total | ||
| Net (loss) Income | (66,645) | (77,853) | (82,039) | (226,537) | ||
| Add: Depreciation, depletion and amortization | 97,563 | 92,868 | 759 | 191,189 | ||
| Add: Interest expense (net of income) | 22,674 | 179 | 27,732 | 50,585 | ||
| Add: Other foreign exchange (losses) gains | (6,398) | (1) | 7,574 | 1,175 | ||
| Add: Income tax expense (benefit) | (55,780) | (19,795) | 15,559 | (60,016) | ||
| Add: Impairment of assets | - | 78,111 | - | 78,111 | ||
| Add: Losses on idled assets held for sale | - | 9,994 | - | 9,994 | ||
| Add: Provision for discounting and credit losses | - | 9,298 | - | 9,298 | ||
| Adjusted EBITDA | (8,586) | 92,801 | (30,416) | 53,799 |
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Notes: Figures may not sum up to total figures due to rounding. (1) "Other and corporate” relates to additional financial information for the corporate function such as accounting, treasury, legal, human resources, compliance, and tax. As such, the corporate function is not determined to be a reportable segment but is discretely disclosed for purposes of reconciliation to the Company’s consolidated financials.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
60
55 | Coronado Global Resources Inc.
Reconciliation of Non-GAAP measures (cont’d)
Adjusted segment EBITDA reconciliation
| For the year ended December 31, 2019 (US$ Thousands) |
Australia | United States | Other / Corporate(1) | Total | ||
|---|---|---|---|---|---|---|
| Net (loss) Income | 246,668 | 120,921 | (62,112) | 305,477 | ||
| Add: Depreciation, depletion and amortization | 87,272 | 88,757 | 432 | 176,461 | ||
| Add: Interest expense (net of income) | 19,157 | 443 | 19,694 | 39,294 | ||
| Add: Other foreign exchange (losses) gains | (12,350) | - | 10,605 | (1,745) | ||
| Add: Income tax expense (benefit) | 80,912 | 38,527 | (4,758) | 114,681 | ||
| Adjusted EBITDA | 421,660 | 248,647 | (36,139) | 634,168 |
==> picture [40 x 15] intentionally omitted <==
Notes: Figures may not sum up to total figures due to rounding. (1) "Other and corporate” relates to additional financial information for the corporate function such as accounting, treasury, legal, human resources, compliance, and tax. As such, the corporate function is not determined to be a reportable segment but is discretely disclosed for purposes of reconciliation to the Company’s consolidated financials. 61
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Reconciliation of Non-GAAP measures (cont’d)
Adjusted segment EBITDA reconciliation
| For the year ended December 31, 2018(1) (US$ Thousands) |
Australia | United States(2) | Other / Corporate(3) | Total | ||
|---|---|---|---|---|---|---|
| Net (loss) Income | 164,331 | 94,417 | (144,159) | 114,589 | ||
| Add: Depreciation, depletion and amortization | 77,534 | 84,406 | 177 | 162,117 | ||
| Add: Interest expense (net of income) | 16,972 | 5,187 | 35,819 | 57,978 | ||
| Add: Other foreign exchange (losses) gains | (6,168) | - | 15,172 | 9,004 | ||
| Add: Income tax expense (benefit) | 61,558 | 53,492 | (39,838) | 75,212 | ||
| Add: Loss on debt extinguishment | - | 5,520 | 52,565 | 58,085 | ||
| Adjusted EBITDA | 314,227 | 243,022 | (80,264) | 476,985 |
==> picture [40 x 15] intentionally omitted <==
Notes: Figures may not sum up to total figures due to rounding. (1) FY2018 results reported from March 29, 2018 include the results from the Curragh mine, which was acquired on March 29, 2018 and not pro forma for full year. (2) In Q1 2020, Coronado changed function such as accounting, treasury, legal, human resources, compliance, and tax. As such, the corporate function is not detersegments reporting to 2 segments, namely Australian Operations and US Operations. From FY2017 to FY2019 Coronado reported results separately for each operating mine. (3) "mined to be a reportable segment but is discretely disclosed for purposes of reconciliation to the Company’s consolidated finOther and corporate” relates to additional financial information for the corporate ancials. 62
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Retail Entitlement Offer | 56
63
Reconciliation of Non-GAAP measures (cont’d)
| Mining Costs per tonne reconciliation | For 3 months ended |
For 3 months ended |
For 3 months ended |
For 3 months ended |
||
|---|---|---|---|---|---|---|
| (US$ Thousands) | March 31, 2020 | June 30, 2020 | September 30, 2020 | December 31, 2020 | ||
| Total costs and expenses | 407,691 | 357,612 |
416,780 | 428,133 |
||
| Less: Selling, general and administrative expense | (6,195) | (7,158) | (6,785) | (10,214) | ||
| Less: Depreciation, depletion and amortization | (45,302) | (41,547) | (48,693) | (55,647) | ||
| Total operating costs | 356,194 | 308,907 |
361,302 | 362,269 |
||
| Less: Other royalties | (24,298) | (19,157) | (21,697) | (19,740) | ||
| Less: Stanwell rebate | (32,628) | (24,787) | (25,157) | (20,468) | ||
| Less: Freight expenses | (42,381) | (40,504) | (50,590) | (52,388) | ||
| Less: Other non-mining costs | (2,118) | (6,841) | (5,903) | (9,018) | ||
| Total mining costs | 254,769 | 217,618 |
257,955 | 260,658 |
||
| Sales Volume excluding non-produced coal | ||||||
| (MMt) | 4.4 | 3.8 |
4.8 | 4.8 |
||
| Average mining costsper Mt sold | $56.8/t | $57.7/t | $53.8/t | $54.5/t |
==> picture [41 x 15] intentionally omitted <==
Notes: Figures may not sum up to FY2020 figures due to rounding.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Reconciliation of Non-GAAP measures (cont’d)
Mining Costs per tonne reconciliation
| For the year ended December 31, 2020 | Australia | United States | Other / Corporate | Total | ||
|---|---|---|---|---|---|---|
| (US$ Thousands, except for volume data) | ||||||
| Total costs and expenses | 1,082,640 | 496,462 | 31,111 | 1,610,213 | ||
| Less: Selling, general and administrative expense | - | - | (30,352) | (30,352) | ||
| Less: Depreciation, depletion and amortization | (97,563) | (92,867) | (759) | (191,189) | ||
| Total operating costs | 985,077 | 403,595 | - | 1,388,672 | ||
| Less: Other royalties | (71,317) | (13,574) | - | (84,891) | ||
| Less: Stanwell rebate | (103,039) | - | - | (103,039) | ||
| Less: Freight expenses | (153,064) | (32,799) | - | (185,863) | ||
| Less: Other non-mining costs | (17,544) | (6,336) | - | (23,880) | ||
| Total mining costs | 640,113 | 350,886 | - | 990,999 | ||
| Sales Volume excluding non-produced coal (MMt) | 12.1 | 5.7 | - | 17.8 | ||
| Average mining costs per tonne sold | $52.9/t | $61.4/t | - | $55.6/t | ||
| Operating Costs per tonne reconciliation | ||||||
| For the year ended December 31, 2020 | Australia | United States | Other / Corporate | Total | ||
| (US$ Thousands, except for volume data) | ||||||
| Total costs and expenses | 1,082,640 | 496,462 | 31,111 | 1,610,213 | ||
| Less: Selling, general and administrative expense | - | - | (30,352) | (30,352) | ||
| Less: Depreciation, depletion and amortization | (97,563) | (92,867) | (759) | (191,189) | ||
| Total operating costs | 985,077 | 403,595 | - | 1,388,672 | ||
| Sales Volume (MMt) | 12.4 | 5.8 | - | 18.2 | ||
| Average operating costs per tonne sold | $79.6/t | $69.9/t | - | $76.5/t | ||
| 64 |
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
57 | Coronado Global Resources Inc.
Reconciliation of Non-GAAP measures (cont’d)
Mining Costs per tonne reconciliation
| For the year ended December 31, 2019 | Australia | United States(1) | Other / Corporate | Total | |
|---|---|---|---|---|---|
| (US$ Thousands, except for volume data) | |||||
| Total costs and expenses | 1,132,790 | 590,131 | 36,024 | 1,758,945 | |
| Less: Selling, general and administrative expense | (495) | - | (35,567) | (36,062) | |
| Less: Depreciation, depletion and amortization | (87,272) | (88,757) | (432) | (176,461) | |
| Total operating costs | 1,045,023 | 501,374 | 25 | 1,546,422 | |
| Less: Other royalties | (136,858) | (20,158) | - | (157,016) | |
| Less: Stanwell rebate | (175,318) | - | - | (175,318) | |
| Less: Freight expenses | (148,769) | (17,960) | - | (166,729) | |
| Less: Other non-mining costs | (23,458) | (5,462) | - | (28,920) | |
| Total mining costs | 560,620 | 457,794 | 25 | 1,018,439 | |
| Sales Volume excluding non-produced coal (MMt) | 12.6 | 7.0 | - | 19.6 | |
| Average mining costs per tonne sold | $44.5/t | $64.9/t | - | $51.8/t | |
| Operating Costs per tonne reconciliation | |||||
| For the year ended December 31, 2019 | Australia | United States(1) | Other / Corporate | Total | |
| (US$ Thousands, except for volume data) | |||||
| Total costs and expenses | 1,132,790 | 590,131 | 36,024 | 1,758,945 | |
| Less: Selling, general and administrative expense | (495) | - | (35,567) | (36,062) | |
| Less: Depreciation, depletion and amortization | (87,272) | (88,757) | (432) | (176,461) | |
| Total operating costs | 1,045,023 | 501,374 | 25 | 1,546,422 | |
| Sales Volume (MMt) | 12.8 | 7.1 | - | 19.9 | |
| Average operating costs per tonne sold | $81.6/t | $70.2/t | - | $77.5/t | |
| (1) In Q1 2020, Coronado changed segments reporting to 2 segments, namely Australian Operations and US Operations. From FY2017 to FY2019 Coronado reported results separately for each | operating mine. | ||||
| 65 |
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Reconciliation of Non-GAAP measures (cont’d)
Mining Costs per tonne reconciliation
| For the year ended December 31, 2018(1) | Australia | United States(2) | Other / Corporate | Total | |
|---|---|---|---|---|---|
| (US$ Thousands, except for volume data) | |||||
| Total costs and expenses | 924,813 | 657,693 | 64,919 | 1,647,424 | |
| Less: Selling, general and administrative expense | (1,487) | - | (64,720) | (66,207) | |
| Less: Depreciation, depletion and amortization | (77,534) | (84,406) | (177) | (162,117) | |
| Total operating costs | 845,792 | 573,287 | 22 | 1,419,100 | |
| Less: Other royalties | (119,987) | (61,728) | — | (181,715) | |
| Less: Stanwell rebate | (127,692) | - | — | (127,692) | |
| Less: Freight expenses | (106,349) | (11,350) | — | (117,699) | |
| Less: Other non-mining costs | - | - | — | - | |
| Total mining costs | 491,764 | 500,209 | 22 | 991,994 | |
| Sales Volume excluding non-produced coal (MMt) | 9.3 | 8.1 | - | 17.4 | |
| Average mining costs per tonne sold | $52.9/t | $61.8/t | - | $56.8/t | |
| Operating Costs per tonne reconciliation | |||||
| For the year ended December 31, 2018(1) | Australia | United States(2) | Other / Corporate | Total | |
| (US$ Thousands, except for volume data) | |||||
| Total costs and expenses | 924,813 | 657,693 | 64,919 | 1,647,424 | |
| Less: Selling, general and administrative expense | (1,487) | - | (64,720) | (66,207) | |
| Less: Depreciation, depletion and amortization | (77,534) | (84,406) | (177) | (162,117) | |
| Total operating costs | 845,792 | 573,287 | 22 | 1,419,100 | |
| Sales Volume (MMt) | 9.3 | 8.1 | - | 17.4 | |
| Average operating costs per tonne sold | $90.9/t | $70.7/t | - | $81.3/t | |
| (1) FY2018 results reported from March 29, 2018 include the results from the Curragh mine, which was acquired on March 29, 2018 and not pro forma for and US Operations. From FY2017 to FY2019 Coronado reported results separately for each operating mine. |
66 full year. (2) In Q1 2020, Coronado changed segments reporting to 2 segments, namely Australian Operations |
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Retail Entitlement Offer | 58
Reconciliation of Non-GAAP measures (cont’d)[(1)]
Operating Costs and Mining Costs Reconciliation (US$/t)
| For the three months ended | For the three months ended | For the three months ended | |||
|---|---|---|---|---|---|
| (US$ Thousands) | March 31, 2020 | December 31, 2020 | March 31, 2021 | ||
| Total costs and expenses | $407,691 | $428,130 |
$421,866 | ||
| Less: Selling, general and administrative expense | (6,195) | (10,214) | (5,775) | ||
| Less: Depreciation, depletion and amortization | (45,302) | (55,647) | (53,081) | ||
| Total operating costs | 356,194 | 362,269 |
363,010 |
||
| Less: Other royalties | (24,298) | (19,739) | (20,947) | ||
| Less: Stanwell rebate | (32,628) | (20,467) | (15,819) | ||
| Less: Freight expenses | (42,381) | (52,388) | (52,141) | ||
| Less: Other non-mining costs | (2,118) | (9,018) | (5,921) | ||
| Total mining costs | 254,769 | 260,657 |
268,182 |
||
| Sales Volume excluding non-produced coal (MMt) | 4.4 | 4.8 |
4.3 |
||
| Average mining costsper Mt sold | $56.8/t | $54.5/t | $62.2/t | ||
| For the three months ended | |||||
| (US$ Thousands) | March 31, 2021 | ||||
| Total costs and expenses | $421,866 | ||||
| Less: Selling, general and administrative expense | (5,775) | ||||
| Less: Depreciation, depletion and amortization | (53,081) | ||||
| Total operating costs | 363,010 | ||||
| Sales Volume (MMt) | 4.4 | ||||
| Average operating costsper Mt sold | $82.3/t | ||||
| Notes: Figures may not sum up to total figures due to rounding. (1) | Financial data for Q1 2021 presented on this slide reflects our preliminary estimated financial results for the three months ended March 31, 2021, based upon information available to us as of the date | ||||
| 67 hereof. Ernst & Young has not reviewed, compiled or performed any procedures with respect to such preliminary data. The data are not a comprehensive statement of our results for this period, and our actual results may differ materially from this preliminary estimated data. Our actual results remain subject to the completion of our financial closing processes as well as the completion and preparation of our consolidated financial statements as of and for the three months ended March 31, 2021. Additional adjustments to |
|||||
| this preliminary data may be identified in the course of preparation and review of our financial statements, and our final results for the period may vary from these preliminary estimates. This preliminary estimated data should not be considered a substitute for the | |||||
| financial statements to be prepared in accordance with U.S. GAAP. Accordingly, you should not place undue reliance on this preliminary data. |
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Reconciliation of Non-GAAP measures (cont’d)[(1)]
| Realized Pricing reconciliation | ||||
|---|---|---|---|---|
| For the three months ended March 31, 2021 | ||||
| (US$ Thousands, except for volume data) | Australia | United States | Consolidated | |
| Total Revenues | 238,293 | 137,818 | 376,111 | |
| Less: Other revenues | 8,843 | 66 | 8,909 | |
| Total coal revenues | 229,450 | 137,752 | 367,202 | |
| Less: Thermal coal revenues | 22,998 | 768 | 23,766 | |
| Metallurgical coal revenues | 206,452 | 136,984 | 343,436 | |
| Volume of Metallurgical coal sold (MMt) | 2.2 | 1.4 | 3.6 | |
| Average realizedpriceper Mt of Metallurgical coal sold | $94.2/t | $94.5/t | $94.3/t | |
| For the three months ended December 31, 2020 | ||||
| (US$ Thousands, except for volume data) | Australia | United States | Consolidated | |
| Total Revenues | 231,401 | 140,810 | 372,211 | |
| Less: Other revenues | 10,147 | 19 | 10,166 | |
| Total coal revenues | 221,254 | 140,791 | 362,045 | |
| Less: Thermal coal revenues | 25,602 | 2,168 | 27,770 | |
| Metallurgical coal revenues | 195,652 | 138,623 | 334,275 | |
| Volume of Metallurgical coal sold (MMt) | 2.3 | 1.7 | 4.0 | |
| Average realizedpriceper Mt of Metallurgical coal sold | $85.5/t | $81.3/t | $83.8/t | |
| For the three months ended March 31, 2020 | ||||
| (US$ Thousands, except for volume data) | Australia | United States | Consolidated | |
| Total Revenues | 245,142 | 164,175 | 409,317 | |
| Less: Other revenues | 6,614 | 3,093 | 9,707 | |
| Total coal revenues | 238,528 | 161,082 | 399,610 | |
| Less: Thermal coal revenues | 25,606 | 1,721 | 27,327 | |
| Metallurgical coal revenues | 212,922 | 159,361 | 372,283 | |
| Volume of Metallurgical coal sold (MMt) | 1.8 | 1.9 | 3.7 | |
| Average realizedpriceper Mt of Metallurgical coal sold | $120.3/t | $84.7.0/t | $102.0/t | |
| Notes: Figures may not sum up to total figures due to rounding. (1) Financial data for Q1 2021 presented on this slide reflects our preliminary estimated financial results for the three months ended March 31, 2021, based upon information available to us as of the date | ||||
| hereof. Ernst & Young has not reviewed, compiled or performed any procedures with respect to such preliminary data. The data are not a comprehensive statement of our results for this period, and our actual results estimated data. Our actual results remain subject to the completion of our financial closing processes as well as the completion and preparation of our consolidated financial statements as of and for the three months |
may differ materially from this preliminary ended March 31, 2021. Additional adjustments to |
68 | ||
| this preliminary data may be identified in the course of preparation and review of our financial statements, and our final results for the period may | vary from these preliminary estimates. This preliminary estimated data should not be considered a substitute for the | |||
| financial statements to be prepared in accordance with U.S. GAAP. Accordingly, you should not place undue reliance on this preliminary data. |
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
59 | Coronado Global Resources Inc.
Contacts: Investors: Media: Matt Sullivan Brett Clegg P: +61 412 157 276 P: +61 487 436 985
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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Retail Entitlement Offer | 60
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
ASX Announcement 5 May 2021
Coronado successfully prices US$350 million senior secured notes offering
Coronado Global Resources Inc. (“Coronado” or the “Company”) announces that its subsidiary, Coronado Finance Pty Ltd, has successfully priced its US$350 million offering (“Notes Offering”) of 5 year senior secured notes (“Notes”). The Notes Offering was made to qualified institutional buyers in the United States pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.
As disclosed in the Company’s Investor Presentation dated 4 May 2021, the Notes will be secured on a first priority basis over substantially all of the Coronado group’s property, other than certain working capital assets including receivables and inventory (“ABL Assets”), and on a second priority basis over the ABL Assets (the “Security”). The Security will be granted to and held by an independent professional collateral trustee, Wilmington Trust, National Association (the “Collateral Trustee”), on behalf of all holders of the Notes, subject to the terms of a collateral trustee agreement (the “Collateral Trustee Agreement”).
The Notes will bear interest at an annual rate of 10.750 percent and will be issued at a price of 98.122 percent of their principal amount.
Closing of the Notes Offering is expected to occur on Wednesday, 12 May 2021 (U.S. time), and is conditional on various matters, including Coronado having entered into an underwriting agreement for the US$100 million equity entitlement offer announced on 4 May 2021[1] (“Equity Offer”) and on concurrent entry into a proposed senior secured asset-based revolving credit agreement providing for a multi-currency asset-based-loan (“ABL”) credit facility in an initial aggregate principal amount of US$100 million (the “ABL Facility”), also as announced on 4 May 2021. The settlement proceeds will be held in escrow until: (i) settlement of the institutional part of the Equity Offer, which is expected to occur on Thursday, 13 May 2021 (Australian time)[2] ; and (ii) the completion of certain currency exchange and other funding mechanics with final settlement anticipated to occur on or about Friday, 14 May 2021 (Australian time).
The material terms and conditions of the Notes are summarised in Attachment A of this announcement.
Use of proceeds
The Company intends to apply the net proceeds of the Notes Offering, together with the proceeds of the Equity Offer, to (1) repay all outstanding obligations under the Company’s current Syndicated Facility Agreement (“SFA”); (2) cash collateralise one or more credit support facilities which will be used to replace and/or provide back-to-back support for bank guarantees that are outstanding under the SFA; (3) pay discounts, fees and expenses related to the Notes Offering, Equity Offer and ABL Facility; and (4) fund working capital and other general corporate needs.
Commitment from EMG
The Energy & Minerals Group, through its affiliate Coronado Group LLC (“EMG”), which is the Company’s largest securityholder with a current holding of approximately 55.9%, has agreed to
1 This has occurred.
2 The release of the escrow proceeds will be subject to certain conditions, including the closing of the institutional part of the Equity Offer, provided that the escrow proceeds, together with the proceeds of the institutional part of the Equity Offer are used for terminating the Company’s current Syndicated Facility Agreement, including replacement of bank guarantees and letters of credit issue thereunder.
1
61 | Coronado Global Resources Inc.
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participate in the Notes Offering and its affiliate is expected to receive US$65 million aggregate principal amount of Notes at closing of the Notes Offering. The Company has obtained a waiver from ASX Listing Rule 10.1 to enable EMG to participate in the Notes Offering on the same terms as other Notes investors (“ASX Waiver”). The material terms and conditions of the ASX Waiver are summarised in Attachment B of this announcement.
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The Company considers that EMG participation in the Notes Offering, in addition to third party
participation, is in the best interests of securityholders, as it has increased investor demand for the
Notes, ensuring the Company could achieve the best possible terms for the Notes Offering. The Notes
Offering forms a key part the Company’s proposed US$550 million refinancing package (which also
includes the Equity Offer and ABL) which, when completed, is expected to create a capital structure that
is flexible through market cycles with the following specific benefits to Coronado’s stakeholders:
� increased financial flexibility;
� extended maturity profile;
� diversified funding sources; and
� maintenance of liquidity for the business and a reduced net debt level.
The Company considers that the Notes Offering is being entered into on arm’s length terms and is fair
and reasonable from the perspective of its securityholders for the following reasons:
� the Security will be held by a professional collateral trustee (Wilmington Trust, National
Association) on commercial arm’s length terms and on behalf of all Noteholders;
� the Notes Offering is a transaction between the Coronado group and a large group of arm’s
length sophisticated institutional investors; and
� as noted above, EMG will only be issued US$65 million of the US$350 million of Notes, making it
a minority Noteholder, and, as an affiliate of Coronado, EMG will be precluded from voting on
security enforcement decisions.
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Form 8-K
Attached to this announcement is the Form 8-K filed with the U.S. Securities and Exchange Commission in relation to the pricing of the Notes Offering.
- Ends -
Approved for release by the Board of Directors of Coronado Global Resources Inc.
For further information please contact:
Investors Media Matt Sullivan Brett Clegg P: +61 412 157 276 Citadel Magnus E: [email protected] P: +61 487 436 985
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
This announcement does not constitute an offer to sell, or the solicitation of any offer to buy, the Notes or any other securities. Any offer of the Notes will be made only by means of a private offering memorandum. The Notes are not being registered under the Securities Act nor the securities laws of Australia nor any other jurisdiction. The Notes may not be offered nor sold in the United States without registration under the Securities Act or an applicable exemption from such registration requirements.
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Attachment A – Material terms and conditions of the Notes
Coronado Global Resources Inc., a Delaware corporation (the “Company”), will enter into an indenture (the “Indenture”) among Coronado Finance Pty Ltd, the Company’s wholly-owned subsidiary (the “Issuer”), the Company, the other guarantors party thereto (collectively with the Company, the “Guarantors”) and Wilmington Trust, National Association, as trustee and notes collateral agent (the “Trustee”), relating to the issuance by the Issuer of US$350 million aggregate principal amount of 10.750% Senior Secured Notes due 2026 (the “Notes”). The Notes will be sold on May 12, 2021 in a private transaction exempt from the registration requirements of the United States Securities Act of 1933 (the “Securities Act”). The Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The Notes will bear interest at a rate of 10.750% per annum. Interest on the Notes will be payable semiannually in arrears on May 15 and November 15 of each year, commencing on November 15, 2021, to record holders of the Notes on the immediately preceding May 1 and November 1, as applicable. The Notes will mature on May 15, 2026 and are secured senior obligations of the Issuer.
The Notes will be guaranteed on a senior secured basis by the Company’s wholly owned subsidiaries (subject to certain exceptions and permitted liens) and secured by (i) a first-priority lien on substantially all of the Company’s assets and the assets of the guarantors (other than accounts receivable and other rights to payment, inventory, intercompany indebtedness, certain general intangibles and commercial tort claims, commodities accounts, deposit accounts, securities accounts and other related assets and proceeds and products of each of the foregoing (collectively, the “ABL Collateral”)) and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien, for the benefit of the lenders under the Company’s senior secured asset-based revolving credit agreement in an initial aggregate principal amount of US$100 million (the “ABL Facility”).
The Company intends to use the proceeds from the offering of the Notes, along with the proceeds of its previously announced approximately US$100 million offering of shares of its common stock in the form of CHESS Depositary Interests that is expected to settle promptly following the offering of the Notes (the “Equity Offer”), to (i) repay all outstanding obligations under the Company’s existing secured multi-currency revolving syndicated facility agreement, dated September 15, 2018 and as amended on September 11, 2019 (the “Syndicated Facility Agreement”), and to terminate such agreement; (ii) cash collateralise a US$70 million credit support facility which will be used to replace and/or provide back-to-back support for bank guarantees which have been issued under the Syndicated Facility Agreement or to temporarily cash collateralize some or all such bank guarantees to allow for their orderly replacement under a credit support facility (the transactions in clauses (i) and (ii), the “Refinancing”); (iii) pay discounts, fees and expenses related to the offering of the Notes, the ABL Facility, the Equity Offer and the Refinancing; and (iv) fund working capital and other general corporate needs.
The offering of the Notes will close prior to the consummation of the Equity Offer. Therefore, the gross proceeds from the sale of the Notes, less initial purchasers’ discounts and commissions, will be deposited into a separate escrow account for the benefit of the Trustee and the holders of the Notes. The release of the escrow proceeds is subject to certain conditions, including the consummation of the institutional part of the Equity Offer, provided that the escrow proceeds, together with the proceeds of the institutional part of the Equity Offer, are used for the Refinancing.
The terms of the Notes will be governed by the Indenture. The Indenture will contain customary covenants for high yield bonds, including, but not limited to, limitations on investments, liens, indebtedness, asset sales, transactions with affiliates and restricted payments, including payment of dividends on capital stock. The relevant restrictions on dividends are further outlined in clause 3.2 (“Dividends”) of Appendix A to the Company’s Investor Presentation dated 4 May 2021.
Upon the occurrence of a “Change of Control,” as defined in the Indenture, the Issuer will be required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Issuer will also have the right to redeem the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date, following the occurrence of a Change of Control, provided that the Issuer redeems at least 90% of the Notes outstanding prior to such Change of Control. Upon the occurrence of certain changes in tax law (as described in the Indenture), the Issuer may redeem any of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
3
63 | Coronado Global Resources Inc.
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The Issuer may redeem any of the Notes beginning on May 15, 2023. The initial redemption price will be 108.063% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The redemption price will decline each year after May 15, 2023, and will be 100% of their principal amount, plus accrued and unpaid interest, beginning on May 15, 2025. The Issuer may also redeem some or all of the Notes at any time and from time to time prior to May 15, 2023 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
During any twelve-month period ending prior to May 15, 2023, the Issuer may redeem the Notes (including additional Notes, if any) in an aggregate principal amount not to exceed 10% of the aggregate principal amount of the Notes (including additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 103.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
At any time and from time to time on or prior to May 15, 2023, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) with the net cash proceeds of certain equity offerings, at a redemption price of 110.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) issued under the Indenture remains outstanding after each such redemption.
The Indenture will contain customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
The Indenture will be filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K following closing of the offering of the Notes.
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Retail Entitlement Offer | 64
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Attachment B – Material terms and conditions of the ASX Waiver
On 30 April 2021, ASX granted the Company a waiver from ASX Listing Rule 10.1 to the extent necessary to permit the Company to grant the Security without obtaining shareholder approval, on the following conditions:
-
The material terms and conditions of the Notes and of the ASX Waiver are announced to the market.
-
The announcement includes a description of the reasons why the Company has chosen to seek the financial accommodation from the 10.1 party, being EMG, rather than a lender that is not a 10.1 party and the steps the board of the Company (or, in the case of a listed trust, the responsible entity of the trust) has taken to satisfy itself that the transaction is being entered into on arm’s length terms and is fair and reasonable from the perspective of the holders of the entity’s ordinary securities.
-
EMG provides an enforceable undertaking to the Collateral Trustee that: a. they will not vote or direct the Collateral Trustee that the assets the subject of the Security are disposed to them or to an associate of them;
- b. they will not vote or direct the Collateral Trustee in connection with any variation to the terms of the financial accommodation of the Security which either advantages EMG in a material respect or disadvantages the Company in a material respect; and
-
c. neither they nor their associates will seek to purchase the assets the subject of the Security;
-
in each case without first obtaining approval from the Company’s shareholders under ASX Listing Rule 10.1.
-
The Security documents expressly provide that:
-
a. the Security is limited to the funds due under or in connection with the Notes; and
-
b. the Security will be discharged when the funds due under or in connection with the Notes have been repaid in full.
-
-
Any variation to the terms of the financial accommodation or the Security which:
-
a. advantages EMG in a material respect relative to third party Note holders;
-
b. disadvantages the Company in a material respect where EMG would receive preferential treatment compared to third party Note holders; or
-
c. is inconsistent with the terms of the wavier,
-
-
must be subject to security holder approval under ASX Listing Rule 10.1.
-
For each year while they remain on foot, a summary of the material terms of the Notes and the Security is included in the related party disclosures in the Company’s audited annual accounts.
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65 | Coronado Global Resources Inc.
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Attachment C – Form 8-K
6
Retail Entitlement Offer | 66
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 4, 2021
Coronado Global Resources Inc.
(Exact name of registrant as specified in its charter) Delaware 000-56044 83-1780608 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) Level 33, Central Plaza One, 345 Queen Street Brisbane, Queensland, Australia 4000 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (61) 7 3031 7777 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
-
���Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
-
���Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
-
���Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
��Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class Trading Symbol(s) registered None None None Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company � If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. �
67 | Coronado Global Resources Inc.
Item 8.01 Other Events
On May 4, 2021 (May 5, 2021 in Australia), Coronado Global Resources Inc. (the “Company”) priced the previously announced offering by its whollyowned subsidiary, Coronado Finance Pty Ltd, of US$350 million aggregate principal amount of 10.750% Senior Secured Notes due 2026 (the “Notes”). The Notes will bear interest at an annual rate of 10.750 percent and will be issued at a price of 98.122 percent of their principal amount.
The Notes will be guaranteed on a senior secured basis by the Company’s wholly owned subsidiaries (subject to certain exceptions and permitted liens), and secured by (i) a first-priority lien on substantially all of the Company’s assets and the assets of the guarantors (other than accounts receivable and other rights to payment, inventory, intercompany indebtedness, certain general intangibles and commercial tort claims, commodities accounts, deposit accounts, securities accounts and other related assets and proceeds and products of each of the foregoing (collectively, the “ABL Collateral”)) and (ii) a second-priority lien on the ABL Collateral, which is junior to a first-priority lien, for the benefit of the lenders under a senior secured asset-based revolving credit agreement in an initial aggregate principal amount of US$100 million (the “ABL Facility”) that the Company intends to enter into concurrently with the issuance of the Notes.
The Company intends to use the proceeds from the offering of the Notes, along with the proceeds of a proposed offering of shares of its common stock in the form of CHESS Depositary Interests, with aggregate gross proceeds of at least US$100 million that is expected to close promptly following the offering of the Notes (the “Equity Offering”), to (i) repay all outstanding obligations under the Company’s existing secured multi-currency revolving syndicated facility agreement, dated September 15, 2018 and as amended on September 11, 2019 (the “Syndicated Facility Agreement”), and to terminate such agreement; (ii) cash collateralize a US$70 million credit support facility which will be used to replace and/or provide back-to-back support for bank guarantees which have been issued under the Syndicated Facility Agreement or to temporarily cash collateralize some or all such bank guarantees to allow for their orderly replacement under a credit support facility (the transactions in clauses (i) and (ii), the “Refinancing”); (iii) pay discounts, fees and expenses related to the offering of the Notes, the ABL Facility, the Equity Offering and the Refinancing; and (iv) fund working capital and other general corporate needs.
The Company expects the offering of the Notes to close on May 12, 2021, which will be prior to the consummation of the Equity Offering. Therefore, the gross proceeds from the sale of the Notes, less initial purchasers’ discounts and commissions, will be deposited into a separate escrow account for the benefit of the trustee and the holders of the Notes. The closing of the offering of the Notes will be subject to closing of the ABL Facility, and the release of the escrow proceeds will be subject to certain conditions, including the consummation of the Equity Offering, provided that the escrow proceeds, together with the proceeds of the Equity Offering, are used for the Refinancing.
The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this Current Report on Form 8-K in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.
Retail Entitlement Offer | 68
Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” concerning our business, operations, financial performance and condition, the coal, steel and other industries, the effect of the COVID-19 pandemic and related governmental and economic responses thereto, as well as our plans, objectives and expectations for our business, operations, financial performance and condition. Forward-looking statements are predictive in character and may be identified by words such as “may,” “could,” “believes,” “estimates,” “expects,” “likely,” “intends,” “considers,” “anticipate,” “forecast,” “outlook,” “target” and similar expressions in this Current Report on Form 8-K. Any forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance, events or outcomes to differ materially from the results, performance, events or outcomes expressed, implied or anticipated in these statements, many of which are beyond our control. Such forward-looking statements are based on an assessment of present economic and operating conditions on a number of best estimate assumptions regarding future events and actions. These factors are difficult to accurately predict and may be beyond our control. Factors that could affect our results or an investment in our securities include, but are not limited to: uncertainty and weaknesses in global economic conditions, including the extent, duration and impact on prices caused by reduced demand; the COVID-19 pandemic led to reduced market demand and risks related to government actions with respect to trade agreements, treaties or policies; severe financial hardship, bankruptcy, temporary or permanent shut downs or operational challenges, due to the ongoing COVID-19 pandemic or otherwise, of one or more of our major customers, including customers in the steel industry, key suppliers/contractors, which among other adverse effects, could lead to reduced demand for our coal, increased difficulty collecting receivables and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; our ability to generate sufficient cash to service our indebtedness and other obligations; our indebtedness and ability to comply with the covenants and other undertakings under the agreements governing such indebtedness; our ability to collect payments from our customers depending on their creditworthiness, contractual performance or otherwise; the prices we receive for our coal; the demand for steel products, which impacts the demand for our metallurgical coal; risks inherent to mining; the loss of, or significant reduction in, purchases by our largest customers; risks unique to international mining and trading operations, including tariffs and other barriers to trade; unfavorable economic and financial market conditions; our ability to continue acquiring and developing coal reserves that are economically recoverable; uncertainties in estimating our economically recoverable coal reserves; transportation for our coal becoming unavailable or uneconomic for our customers; the risk that we may be required to pay for unused capacity pursuant to the terms of our take-or-pay arrangements with rail and port operators; our ability to retain key personnel and attract qualified personnel; any failure to maintain satisfactory labor relations; our ability to obtain, renew or maintain permits and consents necessary for our operations; potential costs or liability under applicable environmental laws and regulations, including with respect to any exposure to hazardous substances caused by our operations, as well as any environmental contamination our properties may have or our operations may cause; extensive regulation of our mining operations and future regulations and developments; our ability to provide appropriate financial assurances for our obligations under applicable laws and regulations; assumptions underlying our asset retirement obligations for reclamation and mine closures; concerns about the environmental impacts of coal combustion, including perceived impacts on global climate issues, which could result in increased regulation of coal combustion in many jurisdictions and divestment efforts affecting the investment community; the extensive forms of taxation that our mining operations are subject to, and future tax regulations and developments; any cyber-attacks or other security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our customers or other third parties; a decrease in the availability or increase in costs of key supplies, capital equipment or commodities, such as diesel fuel, steel, explosives and tires; the risk that we may not recover our investments in our mining, exploration and other assets, which may require us to recognize impairment charges related to those assets; risks related to divestitures and acquisitions; and the risk that diversity in interpretation and application of accounting principles in the mining industry may impact our reported financial results.
For additional factors affecting the business of the Company, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020 and other filings filed with the Securities and Exchange Commission.
69 | Coronado Global Resources Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CORONADO GLOBAL RESOURCES INC.
By: /s/ Richard Rose Name: Richard Rose Title: Vice President, Chief Legal Officer and Secretary
Date: May 4, 2021
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
ASX Announcement
6 May 2021
Coronado successfully completes institutional entitlement offer
Coronado Global Resources Inc. (“Coronado” or the “Company”) (ASX: CRN) is pleased to advise that it has successfully completed the institutional component (“Institutional Entitlement Offer”) of its 1 for 4.73 pro-rata accelerated non-renounceable entitlement offer (“Entitlement Offer”) as announced on 4 May 2021.
The Institutional Entitlement Offer closed on Wednesday, 5 May 2021 and raised gross proceeds of approximately US$87 million (A$114 million) at an offer price of A$0.45 per new CHESS Depository Interest representing a beneficial interest in one tenth of a share of common stock in the Company (“CDI”).
The Institutional Entitlement Offer received strong support from Coronado’s existing institutional securityholders. As had been previously disclosed, the Energy & Minerals Group, through its affiliate Coronado Group LLC (“EMG”), which is Coronado’s largest securityholder with a holding of approximately 55.9%, took up approximately 72 million CDIs so as to maintain an interest of at least 50.1% of the CDIs on issue, following completion of the Equity Offer. Entitlements renounced by EMG have been allocated to institutional investors.
The new CDIs to be issued under the Institutional Entitlement Offer are expected to be settled on Thursday, 13 May 2021 and allotted and commence trading on ASX on Friday, 14 May 2021. Upon issue, the new CDIs will rank equally with existing CDIs.
Coronado expects ASX to lift the voluntary suspension of trading in its securities and for Coronado’s CDIs to recommence trading on ASX on an ex-entitlements basis from market open today.
Coronado’s Managing Director and CEO, Gerry Spindler, said, “The Institutional Entitlement Offer was well received and with the broader refinancing package, including US$350 million of senior secured notes and the asset-based-loan (in an initial aggregate principal amount of US$100 million), we have created a capital structure that has increased our financial flexibility, extended our debt maturity profile and diversified our funding sources.”
“Eligible retail investors will have the opportunity to participate in the Retail Entitlement Offer which opens on Tuesday, 11 May 2021,” he concluded.
Retail entitlement offer
The retail component of the Entitlement Offer (“Retail Entitlement Offer”) is expected to open on Tuesday, 11 May 2021 and close at 5.00pm (AEST) on Tuesday, 25 May 2021.
A retail offer booklet (“Booklet”) accompanied by a personalised entitlement and acceptance form will be sent to eligible securityholders on or around Tuesday, 11 May 2021.
Eligible securityholders[1] who are registered as holders of CDIs at 7.00pm (AEST) on Thursday, 6 May 2021 (“Record Date”) and with a registered address in Australia or New Zealand will have the opportunity to subscribe for 1 CDI for every 4.73 existing CDIs held on the Record Date at an offer price of A$0.45 per new CDI, being the same offer price as the Institutional Entitlement Offer.
1 Retail securityholders that are in the United States or that are “U.S persons” (as defined in Regulation S under the U.S. Securities Act of 1933) (“U.S. Persons”) or acting for the account or benefit of U.S. Persons are not entitled to participate in the Retail Entitlement Offer.
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Further information
Securityholders who have any questions about the Retail Entitlement Offer are encouraged to read the Booklet and seek financial, investment or other professional advice from a qualified professional adviser.
– Ends –
For further information please contact:
Investors Media Matt Sullivan Brett Clegg P: +61 412 157 276 Citadel Magnus E: [email protected] P: +61 487 436 985
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any CDIs (or underlying shares of common stock) in the United States or to any person who is, or is acting for the account or benefit of, a “U.S. person” (as defined in Rule 902(k) under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”)) (“U.S. Person”), or in any other jurisdiction in which such an offer would be illegal. The New CDIs being offered and sold in the Offer (including underlying shares of common stock) have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New CDIs in the Placement and the Entitlement Offer (or underlying shares of common stock) may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Persons, unless the New CDIs are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state or any other jurisdiction in the United States.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements concerning the Company business, operations, financial performance and condition, the coal, steel and other industries, as well as the Company’s plans, objectives and expectations for its business, operations, financial performance and condition. Forwardlooking statements may be identified by words such as "may," "could," "believes," "estimates," "expects," "intends," "considers", “forecasts”, “targets” and other similar words. Forward-looking statements provide management's current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, or descriptions of assumptions underlying any of the above. All forwardlooking statements speak only as of the date they are made and reflect the company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the company's control, that are described in the Company’s investor presentation filed with the ASX on or around the date of this announcement, as well as additional factors the Company may describe from time to time in other filings with the ASX and SEC. You may get such filings for free at the Company’s website at www.coronadoglobal.com.au. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
PRO FORMA FINANCIAL INFORMATION
While this announcement includes certain pro forma financial information, you understand that such pro forma financial information is for illustrative purposes only and is not represented as being indicative of the Company’s views on its, nor anyone else’s, future financial position and/or performance. You further
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understand that (i) the pro forma financial information has been prepared by the Company in accordance with the measurement and recognition requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory requirements in the United States or Australia, (ii) the pro forma financial information is not prepared in accordance with the requirements of Regulation S-X and (iii) neither the assumptions underlying the pro forma adjustments nor the resulting pro forma financial information have been audited or reviewed in accordance with generally accepted auditing standards or the standards of the Public Company Accounting Oversight Board.
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4 Tax considerations
4.1 Australian tax considerations
This section summarises certain Australian income tax, capital gains tax ( CGT ), goods and services tax ( GST ) and stamp duty implications of the Entitlement Offer for Eligible Retail Securityholders who hold their existing CDIs and New CDIs on capital account and who are residents of Australia for Australian income tax purposes.
This section does not take account of the individual circumstances of particular Eligible Retail Securityholders and does not constitute tax advice. For instance, this section does not consider the position of Eligible Retail Securityholders who:
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are not resident solely in Australia for Australian income tax purposes;
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are in the business of security trading, or who hold their existing CDIs and new CDIs on revenue account or as trading stock (including securityholders such as banks, insurance companies and securityholders carrying on a business of security trading);
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are exempt from Australian income tax;
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acquired their existing CDIs under an employee CDI or option plan, or in return for services provided; or
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are subject, or have elected to become subject, to the Taxation of Financial Arrangements ( TOFA ) provisions of the Australian income tax law in relation to the CDIs and New CDIs.
This section does not purport to be a complete analysis of the potential tax consequences of the Entitlement Offer and is intended only to provide a general guide to the Australian tax implications. Eligible Retail Securityholders should seek advice from an appropriate professional advisor in relation to the tax implications of the Entitlement Offer based on their own individual circumstances.
The comments below are based on the Australian tax law as it applies as at 9:00am (AEST) on the date of this Information Booklet. Other than as expressly discussed, the comments do not take into account or anticipate changes in Australian tax law or future judicial interpretations of law after this time unless otherwise specified.
(a) Issue of Entitlement
The issue of the Entitlement should not in itself result in any amount being included in the assessable income of an Eligible Retail Securityholder.
(b) Exercise of Entitlement
An Eligible Retail Securityholder will not derive any assessable income, or make any capital gain or capital loss, at the time of exercising their Entitlement under the Entitlement Offer.
(c) Lapse of Entitlement
If an Eligible Retail Securityholder does not accept all or part of their Entitlement in accordance with the instructions, that Entitlement will lapse and the Eligible Retail Securityholder will not receive any consideration for their Entitlement that is not taken up. There should be no tax implications for an Eligible Retail Securityholder from the lapse of the Entitlement.
(d) Distributions on New CDIs
Any future dividends or other distributions made in respect of New CDIs will generally be subject to the same income tax treatment as dividends or other distributions made on existing CDIs held in the same circumstances.
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(e) Disposal of New CDIs
A disposal of a New CDI will generally constitute a taxable CGT event for CGT purposes. Accordingly, the capital proceeds referrable to the disposal of each individual CDI will need to be determined by apportioning the total capital proceeds received from the disposal of the New CDIs on a reasonable basis.
On disposal of a New CDI, an Eligible Retail Securityholder will make a capital gain if the capital proceeds received on disposal exceed the cost base of the New CDI. An Eligible Retail Securityholder will make a capital loss if the capital proceeds are less than the reduced cost base of the New CDI.
The cost base of each New CDI will be equal to the Offer Price payable for each New CDI (plus a reasonable proportion of certain non-deductible incidental costs the Eligible Retail Securityholder incurs in acquiring the New CDIs). The reduced cost base of the New CDIs is similarly calculated.
Eligible Retail Securityholders that are individuals, trustees or complying superannuation entities and that have held their New CDIs for 12 months or more (excluding the date of acquisition and the date of disposal) at the time of disposal should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). The CGT discount factor is 50% for individuals and trustees and 33.33% for complying superannuation entities. The CGT discount is not available to companies that are not trustees.
For Australian CGT discount purposes, New CDIs will be taken to have been acquired on the day that an Eligible Retail Securityholder exercises their Entitlement.
Eligible Retail Securityholders that make a capital loss on the disposal of their New CDIs can only use that loss to offset other capital gains from other sources (i.e. the capital loss cannot be used against taxable income on revenue account). However, if the capital loss cannot be used in a particular income year it may be carried forward for use in future income years, provided certain loss utilisation tests are satisfied, if applicable.
(f) Taxation of Financial Arrangements
The application of the TOFA provisions depends on the specific facts and circumstances of the Eligible Retail Securityholder. Eligible Retail Securityholders should seek advice from an appropriate professional advisor in relation to the implications of the TOFA provisions.
(g) Tax File Number
If an Eligible Retail Securityholder has quoted their Australian Business Number ( ABN ), Tax File Number ( TFN ) or an exemption from quoting their TFN exists, this quotation or exemption will also apply in respect to any New CDIs acquired by that Eligible Retail Securityholder.
(h) GST
The taking up of the New CDIs will be classified as a "financial supply" for Australian GST purposes. Accordingly, Australian GST will not be payable in respect of amounts paid for the acquisition of the New CDIs. Subject to certain requirements, there may be a restriction on the entitlement of Eligible Retail Securityholders to claim an input tax credit for any GST incurred on costs associated with the acquisition of New CDIs.
(i) Stamp duty
No stamp duty should be payable in respect of the taking up of New CDIs.
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4.2 US tax considerations
This section summarises certain United States federal income tax consequences of the Entitlement Offer and the ownership and disposition of the New CDIs for Non-US Holders. An Eligible Retail Securityholder is a Non-US Holder if the Eligible Retail Securityholder is, for United States federal income tax purposes, a non-resident alien individual, a foreign corporation or a foreign estate or trust. This section applies only to Non-US Holders that hold CDIs as capital assets for United States federal income tax purposes (generally, for investment purposes).
This section does not address all aspects of United States federal income taxation that may be relevant to a particular Non-US Holder in light of the Non-US Holder’s individual circumstances and does not purport to be a complete analysis of all the potential tax considerations relating thereto. In addition, this section does not address (i) other United States federal tax laws, such as estate and gift tax laws, (ii) US state or local or non-US tax consequences, (iii) special tax rules that may apply to certain investors, including, without limitation, banks, insurance companies, financial institutions, controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid United States federal income tax, broker-dealers, traders in securities, grantor trusts, personal holding companies, taxpayers who have elected mark-to-market accounting, tax-exempt entities, regulated investment companies, real estate investment trusts, persons that hold the CDIs as part of a straddle, hedge, conversion or other integrated transaction, persons who hold or receive CDIs pursuant to the exercise of any employee stock option or otherwise as compensation, entities or arrangements classified as partnerships for United States federal income tax purposes or other pass-through entities (or an investor in such entities or arrangements), pension plans, persons subject to the United States alternative minimum tax and United States expatriates and former long-term residents of the United States or (iv) investors that hold or dispose of CDIs as part of the conduct of a trade or business within the United States or who are present in the United States for 183 days or more in a taxable year in which they dispose of CDIs.
This section is based on current provisions of the Internal Revenue Code of 1986, as amended ( Code ), applicable United States Treasury regulations promulgated thereunder, judicial opinions, and published rulings of the Internal Revenue Service ( IRS ), all as in effect on the date of this Information Booklet and all of which are subject to differing interpretations or change, possibly with retroactive effect. Coronado has not sought, and will not seek, any ruling from the IRS or any opinion of counsel with respect to the tax consequences discussed herein, and there can be no assurance that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would not be sustained.
This section is not tax advice. Eligible Retail Securityholders should seek advice from an appropriate professional advisor in relation to the tax implications of the Entitlement Offer based on their own individual circumstances, including the applicability of any tax treaty.
(a) Issue, Exercise or Lapse of Entitlement
A stock distribution made by a United States corporation to its shareholders generally is a tax-free transaction for United States federal income tax purposes under Section 305(a) of the Code. For these purposes, rights to acquire stock are treated as stock. However, this rule is subject to an exception for “disproportionate distributions.” A disproportionate distribution is a distribution (or a series of distributions) that has the effect of the receipt of cash or other property by some shareholders and an increase in the proportionate interest of other shareholders in a corporation’s assets or earnings and profits. Coronado intends to take the position, and the following discussion assumes, that the issue of the Entitlement is not part of a “disproportionate distribution.”
Accordingly, Non-US Holders will not be subject to United States federal income tax on the issue of the Entitlement. In addition, Non-US holders will not be subject to United States federal income tax on the exercise or lapse of the Entitlement.
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(b) Distributions on New CDIs
Any future dividends or other distributions made in respect of New CDIs generally will be subject to the same United States income tax treatment as dividends or other distributions made on existing CDIs held in the same circumstances. Accordingly, if Coronado makes a distribution of cash or certain other property in respect of the New CDIs and the distribution is treated as a “dividend” for United States federal income tax purposes, amounts received by Non-US Holders generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, Non-US Holders will be required to provide a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 (or appropriate successor form), certifying the Non-US Holder’s entitlement to benefits under a treaty. This certification must be provided to Coronado or another payor prior to the payment of dividends and may be required to be updated periodically.
(c) Disposal of New CDIs
Any gain recognized in respect of the disposition of New CDIs generally will be subject to the same United States income tax treatment as dispositions of existing CDIs held in the same circumstances. Accordingly, unless an applicable treaty exemption is available, Non-US Holders may be subject to United States federal income tax on gain recognized on a disposition of CDIs, including the New CDIs, if Coronado is or has been a “United States real property holding corporation” (as described below), at any time within the fiveyear period preceding the disposition or the Non-US Holder’s holding period, whichever period is shorter. In such circumstances, a 15% withholding tax would apply to the gross proceeds from the sale of Coronado’s CDIs by a Non-US Holder. In addition, a Non-US Holder would have to file a United States federal income tax return reporting such gain and pay any additional United States income tax due (if the 15% withholding tax were not sufficient to cover the full tax liability) or claim a refund for any tax overwithheld.
Coronado will be a United States real property holding corporation at any time that the fair market value of Coronado’s “United States real property interests,” as defined in the Code and applicable United States Treasury regulations, equals or exceeds 50% of the aggregate fair market value of Coronado’s worldwide real property interests and other assets used or held for use in a trade or business (all as determined for the United States federal income tax purposes). While there can be no assurances, Coronado does not believe that it is a United States real property holding corporation.
Non-US Holders should consult their own tax advisers regarding the United States federal income tax consequences of the disposition of New CDIs.
(d) FATCA
Pursuant to Sections 1471 through 1474 of the Code, commonly known as the Foreign Account Tax Compliance Act ( FATCA ), a 30% withholding tax ( FATCA withholding ) may be imposed on certain payments to a Non-US Holder or to certain foreign financial institutions, investment funds and other non-United States persons receiving payments on behalf of a Non-US Holder if the Non-US Holder or such persons fail to comply with certain information reporting requirements. Payments of dividends that a Non-US Holder receives in respect of the CDIs, including the New CDIs, could be affected by this withholding if the Non-US Holder is subject to the FATCA information reporting requirements and fails to comply with them or if the Non-US Holder holds CDIs through a non-United States person (e.g. a foreign bank or broker) that fails to comply with these requirements (even if payments to the Non-US Holder would not otherwise have been subject to FATCA withholding). Payments of gross proceeds from a sale or other disposition of CDIs could also be subject to FATCA withholding. Proposed United States Treasury regulations have been issued that would eliminate withholding on payments of gross proceeds (but not on payments of dividends). Pursuant to the preamble to the proposed Treasury regulations, Coronado and any withholding agent may (but are not required to) rely on this proposed change to FATCA withholding until the final regulations are issued or the proposed regulations are withdrawn.
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Coronado will not pay any additional amounts to Non-US holders in respect of any amounts withheld, including pursuant to FATCA. Under certain circumstances, a Non-US holder might be eligible for refunds or credits of such taxes. Non-US Holders should consult their own tax advisers regarding the relevant US law and other official guidance on FATCA withholding.
(e) Backup Withholding
Coronado and other payors are required to report payments of dividends to Non-US Holders on IRS Form 1042-S even if the payments are exempt from withholding. Non-US Holders are otherwise generally exempt from information reporting requirements and backup withholding with respect to dividend payments and the payment of the proceeds from the disposition of CDIs effected at a United States office of a broker provided that either (i) the Non-US Holder has furnished a valid IRS Form W-8 (or appropriate successor form) upon which the payor or broker may rely to treat the payments as made to a non-United States person or (ii) the Non-US Holder otherwise establishes an exemption.
Payment of the proceeds from the sale of CDIs effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting and in certain cases may be subject to backup withholding (currently at a rate of 24%) if (i) the broker has certain connections to the United States, (ii) the proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with the United States. In addition, certain foreign brokers may be required to report the amount of gross proceeds from the sale or other disposition of CDIs unless the Non-US Holder establishes that it is not a United States person.
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5 Important information
This Information Booklet (including the ASX Announcements in Section 3) and enclosed personalised Entitlement and Acceptance Form have been prepared by Coronado.
This Information Booklet is dated Tuesday, 11 May 2021 (other than the Investor Presentation, the announcement of the Entitlement Offer published on the ASX website on Tuesday, 4 May 2021, the announcement regarding the successful pricing of the Senior Secured Notes Offering published on the ASX website on Wednesday, 5 May 2021 and the announcement of completion of the Institutional Entitlement Offer published on the ASX website on Thursday, 6 May 2021). This Information Booklet remains subject to change without notice and Coronado is not responsible for updating this Information Booklet.
There may be additional announcements made by Coronado after the date of this Information Booklet and throughout the Retail Entitlement Offer Period that may be relevant to your consideration of whether to take up or do nothing in respect of your Entitlement. Therefore, you should check whether any further announcements have been made by Coronado (by visiting the ASX website at www.asx.com.au) before submitting your application to take up your Entitlement.
No party other than Coronado has authorised or caused the issue of this Information Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information Booklet.
This Information Booklet is important and requires your immediate attention.
You should read this Information Booklet carefully and in its entirety before deciding how to deal with your Entitlement. In particular, you should consider the risk factors outlined in the 'Risk Factors' section of the Investor Presentation included in Section 3 of this Information Booklet, any of which could affect the operating and financial performance of Coronado or the value of an investment in Coronado.
You should consult your stockbroker, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.
5.1 Trading of New CDIs
It is the responsibility of each Applicant to confirm their holding before trading in New CDIs. Any Applicant who sells New CDIs before receiving written confirmation of their holding will do so at their own risk.
Coronado and the Underwriter and Adviser Parties disclaim all liability whether in negligence or otherwise (to the maximum extent permitted by law) to persons who trade New CDIs before receiving their holding statement, whether on the basis of confirmation of the allocation provided by Coronado, the Share Registry or the Underwriters.
If you are in any doubt as to these matters, you should first consult with your stockbroker, accountant or other independent professional adviser.
5.2 Eligible Retail Securityholders
This Information Booklet contains an offer of New CDIs to Eligible Retail Securityholders in Australia and New Zealand, and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Class Order [CO 14/827]. Accordingly, neither this Information Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus for the Entitlement Offer will be prepared. These documents do not contain, or purport to contain, all of the information that a prospective investor may require in evaluating a possible investment in Coronado. They do not and are not required to contain all of the information which would be required to be disclosed in a prospectus.
The Retail Entitlement Offer is being offered to Eligible Retail Securityholders only.
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An Eligible Retail Securityholder is a person who:
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(a) is registered as a holder of CDIs as at the Record Date;
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(b) has a registered address on the Coronado CDI register in Australia or New Zealand;
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(c) is not in the United States and is not a US Person or acting for the account or benefit of US Persons;
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(d) was not invited to participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and was not treated as an Ineligible Institutional Securityholder under the Institutional Entitlement Offer; and
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(e) is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
Retail Securityholders who are not Eligible Retail Securityholders are Ineligible Retail Securityholders. Coronado reserves the right to determine whether a securityholders is an Eligible Retail Securityholders or an Ineligible Retail Securityholders.
Coronado may (in its absolute discretion) extend the Retail Entitlement Offer to any institutional securityholders that was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer (subject to compliance with relevant laws).
5.3 Ineligible Retail Securityholders
Coronado has decided that it is unreasonable to make offers under the Retail Entitlement Offer to securityholders who have registered addresses outside Australia and New Zealand. Coronado has had regard to the number of such holders in those places and the number and value of the New CDIs that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places.
Ineligible Retail Securityholders are not eligible to participate in the Retail Entitlement Offer due to securities laws restrictions on the offer of New CDIs in certain jurisdictions.
5.4 Eligible Institutional Securityholders
Eligible Institutional Securityholders are institutional securityholders to whom the Underwriters made an offer on behalf of Coronado under the Institutional Entitlement Offer.
5.5 Ranking of New CDIs
New CDIs issued under the Retail Entitlement Offer will be fully paid and rank equally in all respects with Existing CDIs. The rights and liabilities attaching to the New CDIs are set out in Coronado’s constitution.
5.6 Risks
The Investor Presentation details important factors and risks that could affect the financial and operating performance of Coronado. You should refer to the 'Risk Factors' section of the Investor Presentation which is included in Section 3 of this Information Booklet. You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement.
5.7 Reconciliation and the rights of Coronado and the Underwriters
The Entitlement Offer is a complex process and in some instances investors may believe that they own more CDIs than they ultimately do as at the Record Date or are otherwise entitled to more New CDIs than initially offered to them. These matters may result in a need for reconciliation. If reconciliation is required, it is possible that Coronado may need to issue additional New CDIs to ensure that the relevant investors receive their appropriate allocation of New CDIs. These additional New CDIs would be issued, if required, at the Offer Price.
Coronado also reserves the right to reduce the size of an Entitlement or number of New CDIs allocated to Eligible Institutional Securityholders or Eligible Retail Securityholders, or persons claiming to be Eligible Institutional Securityholders or Eligible Retail
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Securityholders or other applicable investors, if Coronado believes in its complete discretion that their claims are overstated or if they or their nominees fail to provide information requested to substantiate their claims. In that case, Coronado may, in its discretion, require the relevant Securityholders to transfer excess New CDIs to the Underwriters at the Offer Price per New CDI. If necessary, the relevant Securityholders may need to transfer existing CDIs held by them or to purchase additional CDIs on-market to meet this obligation. The relevant Securityholders will bear any and all losses caused by subscribing for New CDIs in excess of their Entitlement and any actions they are required to take in this regard.
By applying under the Entitlement Offer, those doing so irrevocably acknowledge and agree to do the above as required by Coronado in its absolute discretion. Those applying acknowledge that there is no time limit on the ability of Coronado nor the Underwriters to require any of the actions set out above.
5.8 No cooling off rights
Cooling off rights do not apply to an investment in New CDIs. You cannot withdraw your application once it has been accepted.
5.9 Rounding of Entitlements
Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New CDIs.
5.10 Notice to nominees and custodians
The Retail Entitlement Offer is being made to all Eligible Retail Securityholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing CDIs, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Securityholders.
If Coronado believes you hold CDIs as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:
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(a) beneficiaries on whose behalf they hold Existing CDIs who would not satisfy the criteria for an Eligible Retail Securityholders;
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(b) Eligible Institutional Securityholders who were invited to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
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(c) Ineligible Institutional Securityholders who were ineligible to participate under the Institutional Entitlement Offer; and
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(d) Securityholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
Persons acting as nominees for other persons must not take up any Entitlements on behalf of, or send any documents related to the Retail Entitlement Offer to, any person in the United States or to, or for the account or benefit of, US Persons. Persons in the United States and persons that are US Persons or acting for the account or benefit of US Persons will not be able to take up any of their Entitlements and may receive no value for any such Entitlements held.
Nominees and custodians may not distribute any part of this Information Booklet, or take up Entitlements on behalf of persons, in the United States, US Persons or in any other country outside Australia and New Zealand.
Coronado is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing CDIs or Entitlements. Where any holder is acting as a nominee for a foreign person, that hold, in dealing with its beneficiary, will need to assess whether indirect
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participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Coronado is not able to advise on foreign laws.
5.11 Not investment advice
This Information Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Coronado is not licensed to provide financial product advice in respect of the New CDIs. This Information Booklet does not purport to contain all the information that you may require to evaluate a possible application for New CDIs, nor does it purport to contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Coronado’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available at https://coronadoglobal.com.au/.
Prospective investors should conduct their own independent investigation and assessment of the Retail Entitlement Offer and the information contained in, or referred to in, this Information Booklet. An investment in Coronado is subject to investment risk including possible loss of income and principal invested. Before deciding whether to apply for New CDIs, you should consider all materials sent to you in relation to the Retail Entitlement Offer and any relevant materials lodged with ASX, and whether the New CDIs are a suitable investment for you in light of your own investment objectives, financial circumstances and investment needs (including financial and taxation issues) and having regard to the merits or risks involved (including the ‘Risk Factors’ set out in the Investor Presentation). If, after reading the Information Booklet, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser or call the Coronado Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am and 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.
5.12
Quotation and trading
Coronado has applied to the ASX for official quotation of the New CDIs in accordance with the ASX Listing Rule requirements. If ASX does not grant quotation of the New CDIs, Coronado will repay all Application Money (without interest).
Subject to approval being granted, it is expected that normal trading of New CDIs allotted under the Retail Entitlement Offer will commence at 10.00am (AEST) on Wednesday, 2 June 2021.
5.13 Continuous disclosure
Coronado is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.
Coronado is required to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the stock markets conducted by ASX. In particular, Coronado has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of CDIs. That information is available to the public from ASX.
Some documents are required to be lodged with ASIC in relation to Coronado. These documents may be obtained from, or inspected at, an ASIC office.
5.14 Information Booklet availability
If you are in Australia or New Zealand, you can obtain a copy of this Information Booklet during the Retail Entitlement Offer Period by calling the Coronado Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.
Retail Entitlement Offer | 82
A replacement Entitlement and Acceptance Form can also be requested by calling the Coronado Offer Information Line.
If you access the electronic version of this Information Booklet, you should ensure that you download and read the entire Information Booklet.
5.15 Foreign jurisdictions
This Information Booklet has been prepared to comply with the requirements of the securities laws of Australia. To the extent that you hold CDIs or Entitlements on behalf of another person resident outside Australia, it is your responsibility to ensure that any participation (including for your own account or when you hold CDIs or Entitlements beneficially for another person) complies with all applicable foreign laws and that each beneficial owner on whose behalf you are submitting the personalised Entitlement and Acceptance Form is not in the United States and is not acting for the account or benefit of a US Person.
Neither the Entitlements, the New CDIs nor the underlying shares of common stock have been, nor will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. In the Retail Entitlement Offer, the Entitlements and the New CDIs (including the underlying shares of common stock) will only be offered and sold in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the US Securities Act.
This Information Booklet has been prepared to comply with the requirements of the securities laws of Australia. Neither has the SEC nor any US state securities commission or regulatory authority passed upon the accuracy or adequacy of this Information Booklet. Any representation to the contrary is a criminal offense.
The New CDIs are not being offered to the public within New Zealand other than to existing Securityholders of Coronado with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.
This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
Coronado has determined that it is unreasonable to extend the Retail Entitlement Offer to Ineligible Retail Securityholders because of the small number of such Securityholders, the number and value of CDIs that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia and New Zealand.
This Information Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New CDIs, or otherwise permit the public offering of the New CDIs, in any jurisdiction other than Australia and New Zealand.
The distribution of this Information Booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Information Booklet, you should observe such restrictions. See the foreign selling and US federal securities law restrictions set out in the ‘International offer restrictions’ and “Regulation S Restrictions” sections of the Investor Presentation included in Section 3 of this Information Booklet for more information.
Any non-compliance with these restrictions may contravene applicable securities laws.
83 | Coronado Global Resources Inc.
5.16 Underwriting arrangements
Coronado and the Underwriters have entered into the Underwriting Agreement pursuant to which the Underwriters have agreed to underwrite the Entitlement Offer on the terms and conditions set out in the Underwriting Agreement. The Underwriters’ obligation to underwrite the Entitlement Offer is conditional on certain matters, including Coronado delivering certain certificates, sign-offs and opinions to the Underwriters.
EMG has provided a binding commitment to take up a number of New CDIs so as to maintain its controlling (at least 50.1%) shareholding in Coronado ( Pre-Commitment ). The Underwriters have agreed to underwrite the balance of the New CDIs to be issued under the Entitlement Offer on the terms and conditions of the Underwriting Agreement.
If certain events occur (which in some cases will depend on whether the Underwriter has reasonable grounds to believe that the event has, or is likely to have, a material adverse effect on the financial position or prospects of the Coronado Group or the outcome or success of the Entitlement Offer (or any part of it), or the market price of new CDIs, or the ability to settle the Entitlement Offer, or where it could give rise to a contravention by the Underwriter (or one of its affiliates) of (or the involvement of the Underwriter in a contravention of) or liability of the Underwriter (or one of its affiliates) under the Corporations Act or any other law, the Underwriters may terminate the Underwriting Agreement. Those events include but are not limited to, in summary:
-
the note purchase agreement (related to the Senior Secured Notes Offering) not being validly entered into by the time agreed with the Underwriters;
-
the documentation related to the Asset-Based Loan not being validly entered into by the parties to that documentation on or prior to settlement of the Institutional Entitlement Offer;
-
various events occurring in relation to the note purchase agreement or the documentation relating to the Asset-Based Loan, without the prior written consent of the Underwriters, including termination, material breach, material amendment, certain failures to satisfy conditions precedent, rescission or cessation, or the relevant agreement or documentation becoming void, voidable, illegal, invalid or unenforceable;
-
“closing” not having occurred in accordance with the documentation related to the Senior Secured Notes Offering on or prior to settlement of the Institutional Entitlement Offer;
-
the Pre-Commitment described above being terminated or amended without the prior written consent of the Underwriters, or EMG failing to perform its obligations in any material respect under the Pre-Commitment;
-
Coronado being removed from the official list or any of its CDIs being removed or suspended from quotation (excluding a trading halt or voluntary suspension in connection with the Entitlement Offer);
-
the S&P/ASX 200 falling, at any time from entry into the Underwriting Agreement up to and including 4.00pm on the first settlement date (relating to settlement of the Institutional Entitlement Offer), by 10% or more from its level at the close of trading on the last trading day prior to the date of the Underwriting Agreement, and remaining at that level at close of business on two consecutive trading days or on the trading day prior to the first settlement date;
-
the documents released on the ASX by Coronado for the Entitlement Offer containing any statements (including forward looking statements) that are materially misleading or deceptive, or opinions that are not truly and honestly held, or for which there are no reasonable grounds, or there being an omission of material required information from them;
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-
certain legal proceedings or regulatory action being undertaken in respect of the Entitlement Offer;
-
ASX refusing to grant official quotation of the CDIs issued under the Entitlement Offer;
-
subject to certain exceptions, a director or senior manager of Coronado being charged with an indictable offence, or a director being disqualified from managing a corporation or being the subject of regulatory action (or an announcement regarding regulatory action), or Coronado or its directors or officers engaging in any fraud, or there being a change in director or chief executive officer or chief financial officer of Coronado;
-
Coronado altering its capital structure in certain respects (other than as contemplated by the Offer or the Bond Offer or the ABL Facility);
-
Coronado or any member of the Coronado Group breaching any debt covenant;
-
Coronado withdrawing the Entitlement Offer or any part of it;
-
any Coronado Group member is, or becomes, insolvent;
-
certain types of changes in law, banking disruption, disruption in stock exchange trading or changes or disruption to the financial markets, political or economic conditions occur, in each case subject to a materiality test as outlined above;
-
certain forms of corrective disclosure by Coronado being required, subject to a materiality test as outlined above;
-
there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any Government Authority which makes it illegal for the Underwriters to satisfy their obligations under the Underwriting Agreement or to market, promote or settle the Entitlement Offer;
-
Coronado not complying with law, subject to a materiality test as outlined above;
-
an adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of the Coronado Group, subject to a materiality test as outlined above;
-
there being an outbreak of hostilities or major terrorist attack in one or more of Australia, New Zealand, the United States, the United Kingdom, Singapore, China or any member state of the European Union, or a national emergency is declared by any of those countries, or a significant terrorist act is perpetrated in or against any of those countries, in each case subject to a materiality test as outlined above; or
-
various types of breach or default by Coronado occur (in some cases subject to a materiality test as outlined above), including breach of the Underwriting Agreement or warranties contained in it, failure to provide certificates when required, certain failures to comply with the timetable for the Entitlement Offer, providing misleading information to the Underwriters, making filings with the SEC which are misleading or which omit required information or failure to satisfy conditions precedent to the Underwriting Agreement.
If the Underwriters terminate the Underwriting Agreement, the Underwriters will not be obliged to perform any of their obligations that remain to be performed. Termination of the underwriting agreement would have an adverse impact on the availability of the proceeds
85 | Coronado Global Resources Inc.
raised under the Offer and may require Coronado to review its liquidity and working capital requirements.
In accordance with the Underwriting Agreement, as is customary with these types of underwriting arrangements:
-
Coronado has (subject to certain limitations) agreed to indemnify the Underwriters, their respective affiliates and related bodies corporate and each of their respective directors, officers, partners, agents, employees, representatives and advisers from and against all losses directly or indirectly suffered or incurred in connection with the Entitlement Offer;
-
Coronado and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer; and
-
Coronado must pay the Underwriters:
-
an underwriting fee equivalent to 3.00% of the gross proceeds of the Entitlement Offer (less any proceeds that were the subject of the Pre-Commitment); and
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a management and selling fee equivalent to 0.75% of the gross proceeds of the Entitlement Offer (less any proceeds that were the subject of the Pre-Commitment).
Coronado must also reimburse the Underwriters for certain costs incurred in connection with the Entitlement Offer.
Please see the ASX Announcements for further details about the Underwriting Agreement and the risks associated with the Underwriting Agreement.
Neither the Underwriters nor any of the Underwriter Parties have authorised, permitted or caused the issue, submission, lodgement, dispatch, provision or operation of this Information Booklet, or made or authorised the making of any statement that is included in this Information Booklet or any statement on which a statement in this Information Booklet is based, and they do not take any responsibility for this Information Booklet or any action taken by you on the basis of such information.
No representation or warranty, express or implied, is made by any Underwriter Party as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this Information Booklet. In particular, the Underwriter Parties have not independently verified such information and take no responsibility for any part of this Information Booklet or the Entitlement Offer.
To the maximum extent permitted by law, each Underwriter Party excludes and disclaims any and all liability, including, without limitation, any liability arising out of fault or negligence, for any direct, indirect, consequential or contingent loss, damage, expenses or costs incurred by you (directly or indirectly) as a result of your participation in the Entitlement Offer and this Information Booklet being inaccurate or incomplete in any way for any reason.
None of the Underwriter Parties make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information and you represent, warrant and agree that you have not relied on any statements made by the Underwriter Parties in relation to the New CDIs or the Entitlement Offer generally and you further expressly disclaim that you are in a fiduciary relationship with any of them.
The Underwriter Parties will be, or have been, engaged by Coronado, certain of its affiliates and/or other parties in connection with the Senior Secured Notes Offering and/or the Asset-Based Loan referred to in this Information Booklet, and will be entitled to receive fees,
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commissions and expenses in that capacity. Coronado has consented to the Underwriter Parties undertaking such activities. The Underwriter Parties may become substantial creditors of Coronado. The interests of Coronado, the Underwriter Parties, and any other parties, in the Senior Secured Notes Offering, the Asset-Based Loan and/or the associated documentation and any related transactions may differ from those of Coronado or its securityholders or other parties in respect of the Entitlement Offer.
5.17 Governing law
This Information Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New CDIs submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
5.18
Disclaimer of representations
No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information Booklet.
Any information or representation that is not in this Information Booklet may not be relied on as having been authorised by Coronado, or its related bodies corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, neither Coronado, nor any other person, warrants or guarantees the future performance of Coronado or any return on any investment made pursuant to this Information Booklet or its content.
5.19
Withdrawal of the Entitlement Offer
Coronado reserves the right to withdraw all or part of the Entitlement Offer and this Information Booklet at any time, subject to applicable laws, in which case Coronado will refund any Application Money in relation to New CDIs not already issued in accordance with the Corporations Act and without payment of interest. In circumstances where allotment under the Institutional Entitlement Offer has occurred, Coronado may only be able to withdraw the Entitlement Offer with respect to New CDIs yet to be issued under the Retail Entitlement Offer.
To the fullest extent permitted by law, you agree that any Application Money paid by you to Coronado will not entitle you to receive any interest and that any interest earned in respect of Application Money will belong to Coronado.
5.20 Privacy
Coronado collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s securityholding in Coronado.
By submitting an Entitlement and Acceptance Form, you will be providing personal information to Coronado (directly or through the Share Registry). Coronado collects, holds and will use that information to assess your Application. Coronado collects your personal information to process and administer your securityholding in Coronado and to provide related services to you. Coronado may disclose your personal information for purposes related to your securityholding in Coronado, including to the Share Registry, Coronado’s related bodies corporate, agents, contractors and third party service providers (including mailing houses and professional advisers) and to ASX and regulatory bodies. You can obtain access to personal information that Coronado holds about you. To make a request for access to your personal information held by (or on behalf of) Coronado, please contact Coronado through the Share Registry.
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6 Glossary
AEST Australian Eastern Standard Time Applicant an Eligible Retail Securityholder who has submitted a valid Application
Application the payment of the relevant Application Money via BPAY[®] in accordance with the instructions on the Entitlement and Acceptance Form or the submission of a completed Entitlement and Acceptance Form accompanied by the relevant Application Money
Application Money the total amount payable for the New CDIs applied for via BPAY[®] or a completed Entitlement and Acceptance Form ASIC Australian Securities and Investments Commission ASX ASX Limited ABN 98 008 624 691, or the financial market
Application Money
ASX Limited ABN 98 008 624 691, or the financial market operated by it, as the context requires
ASX Announcements the initial announcement in relation to the Entitlement Offer released to ASX on Tuesday, 4 May 2021, the announcement in relation to the pricing of the Senior Secured Notes Offering released to ASX on Wednesday, 5 May 2021 and the announcement in relation to the completion of the Institutional Entitlement Offer released to ASX on Thursday, 6 May 2021, incorporated in Section 3 of this Information Booklet
CDI
CGT
a CHESS Depositary Interest, representing a beneficial interest in one tenth of a share of common stock in Coronado
capital gains tax
- Closing Date 5.00pm (AEST) on Tuesday, 25 May 2021
Coronado Coronado Global Resources Inc. ARBN 628 199 468 Coronado and each of its subsidiaries
Coronado Group
Coronado Offer Information Line
1300 850 505 (within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period
Corporations Act the Corporations Act 2001 (Cth) CRN the unique Customer Reference Number on the personalised Entitlement and Acceptance Form
Eligible Institutional Securityholders
in accordance with sections 708(8) and 708(11) of the Corporations Act respectively, a sophisticated or professional Securityholder on the Record Date who:
-
is not an Ineligible Institutional Securityholder; and
-
has successfully received an invitation from the Underwriters (at their absolute discretion) to participate in the Institutional Entitlement Offer (either directly or through a nominee)
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Eligible Retail Securityholders
a person who:
-
is registered as a holder of CDIs as at the Record Date;
-
has a registered address on the Coronado CDI register in Australia or New Zealand;
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is not in the United States and is not acting for the account or benefit of a US Person;
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was not invited to participate (other than as a nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer (at the absolute discretion of the Underwriters), and was not treated as an Ineligible Institutional Securityholder under the Institutional Entitlement Offer; and
-
is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer
EMG
Entitlement
Entitlement and Acceptance Form Entitlement Offer
Coronado Group LLC
the right to apply for 1 New CDI for every 4.73 Existing CDIs held as at the Record Date, at the Offer Price of A$0.45 per New CDI, pursuant to the Entitlement Offer
- the entitlement and acceptance form which accompanies this Information Booklet
the Institutional Entitlement Offer and the Retail Entitlement Offer
Existing CDIs CDIs already on issue on the Record Date GST goods and services tax, as defined in the GST Act GST Act A New Tax System (Goods and Services Tax) Act 1999 (Cth)
Ineligible Institutional an institutional or sophisticated Securityholder who is not an Securityholder Eligible Institutional Securityholder
Ineligible Retail a Securityholder (or beneficial owner of CDIs) other than an Securityholder Eligible Institutional Securityholder, Ineligible Institutional Securityholder or Eligible Retail Securityholder
Information Booklet this information booklet
the accelerated non-renounceable pro rata entitlement offer to Eligible Institutional Securityholder
Institutional Entitlement the accelerated non-renounceable pro rata entitlement offer to Offer Eligible Institutional Securityholder Investor Presentation the presentation to investors released to ASX on Tuesday, 4 May 2021, included in Section 3 of this Information Booklet
Listing Rules the official listing rules of ASX
New CDIs
CDIs to be allotted and issued under the Entitlement Offer, including (as the context requires) the retail shortfall from the Retail Entitlement Offer issued to the Underwriters or any sub-underwriters
Offer Price A$0.45 per New CDI
Pre-Commitment has the meaning given to it in section 5.16
Record Date 7.00pm (AEST) on Thursday, 6 May 2021
Retail Entitlement Offer
the non-renounceable pro rata entitlement offer to Eligible Retail Securityholders to apply for 1 New CDI for every 4.73 Existing CDIs held as at the Record Date at the Offer Price of A$0.45 per New CDI
89 | Coronado Global Resources Inc.
Retail Entitlement Offer the period that the Retail Entitlement Offer is open Period Share Registry Computershare Investor Services Pty Limited ABN 48 078 279 277 SEC U.S. Securities and Exchange Commission Securityholder a registered holder of CDIs TERP the theoretical ex-rights price calculated by reference to Coronado’s closing price on Wednesday, 28 April 2021 of A$0.57 per CDI, being the last trading day prior to the announcement of the Entitlement Offer Underwriters has the meaning given to it in the Important Notices section Underwriter Parties has the meaning given to it in the Important Notices section Underwriter and Adviser has the meaning given to it in the Important Notices section Parties Underwriting Agreement the underwriting agreement between Coronado and the Underwriters dated Tuesday, 4 May 2021
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CORPORATE DIRECTORY
Coronado Global Resources Inc. ARBN 628 199 468
Registered office
C/National Registered Agents, Inc, Suite 101, 160 Greentree Drive, Dover, Del, United States Of America, 19904
Coronado Offer Information Line
1300 850 505 (within Australia) +61 3 9415 4000 (from outside Australia) Open between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period
Share Registry
Computershare Investor Services Pty Limited Level 3, 60 Carrington Street Sydney, NSW, 2000
Legal adviser
Herbert Smith Freehills ANZ Tower 161 Castlereagh Street Sydney NSW 2000 https://www.herbertsmithfreehills.com/
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coronadoglobal.com.au
==> picture [224 x 78] intentionally omitted <==
Level 33, Central Plaza One 345 Queen Street Brisbane Qld 4000 Australia
Telephone: +61 7 3031 7777 Facsimile: ++61 7 3229 7402 Email: www.coronadoglobal.com.au/contact ASX code: CRN
Not for release or distribution in the United States or to U.S. Persons
11 May 2021
Dear Sir/Madam
Accelerated non-renounceable pro-rata entitlement offer - Notification to ineligible CDI holders
On Tuesday, 4 May 2021, Coronado Global Resources Inc. (ABN 99 628 199 468) (“ Company ” or “ Coronado ”) announced that it was conducting an underwritten[1] 1 for 4.73 accelerated non-renounceable pro-rata entitlement offer of new fully paid CHESS Depositary Interests (" CDIs ") representing shares of common stock in CRN (“ New CDIs ”) to existing CDI holders (“ Entitlement Offer ”) to raise approximately A$132 million (equivalent to approximately US$100 million) at a price of A$0.45 per New CDI (" Offer Price ").
The proceeds of the Entitlement Offer will be used to repay drawn balances from the syndicated facilities agreement and support liquidity on the balance sheet (as well as cash collateralising guarantees and paying costs). More detail is provided in Coronado’s Investor Presentation lodged with the Australian Securities Exchange (“ ASX ”) on Tuesday, 4 May 2021.
Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832) and Credit Suisse (Australia) Limited (ABN 94 007 016 300) (together, the " Lead Managers ") are the joint lead managers, underwriters and bookrunners for the Entitlement Offer.
Coronado Group LLC, an affiliate of the Energy & Minerals Group, (“ EMG ”), Coronado’s existing major securityholder, has provided a binding commitment to take up a number of New CDIs so as to maintain its controlling (at least 50.1%) securityholding in Coronado. The Lead Managers have agreed to underwrite the balance of the New CDIs to be issued under the Entitlement Offer on the terms and conditions of an underwriting agreement.
1 The underwriting agreement does not extend to underwriting of the subscription by EMG for at least 66,822,279 CDIs to maintain a controlling interest in Coronado, which is the subject of a separate commitment by EMG to the Company. The underwriting agreement provides that a Lead Manager will not be issued any CDIs that would either cause it to breach the Foreign Acquisitions and Takeovers Act 1975 (Cth) or published Foreign Investment Review Board policy. The issue size is approximately 292.6 million CDIs or 21% of the existing CDIs on issue. If a Lead Manager was required to take up CDIs on issue which would otherwise cause it, or an affiliate of it, to breach or notify under these provisions then, for the purposes of ASIC Report 612 (March 2019), (i) it will still fund the entire amount of its respective proportion of the underwritten proceeds in accordance with and subject to the terms of the underwriting agreement by the completion date, (ii) the number of excess shortfall CDIs would be up to the number of CDIs offered under the Entitlement Offer less the number of CDIs that have been sub-underwritten and the number of CDIs that the relevant Lead Manager is able to take up without causing it to breach or notify under these provisions when aggregated with any additional interests the Lead Manager and its affiliates hold at the relevant settlement dates other than through its underwriting commitment; and (iii) it would enter into an arrangement for any excess shortfall CDIs to be issued to it, or to third party investors, after close of the Entitlement Offer at the same price as the Offer Price. No material impact on control is expected to arise as a consequence of these arrangements or from any shareholder taking up their entitlement under the Entitlement Offer where there is an excess shortfall.
Samples/000001/000001
This notice is to inform you about the Entitlement Offer and to explain why you will not be able to subscribe for New CDIs under the Entitlement Offer. This letter is not an offer to issue entitlements or New CDIs to you, nor an invitation for you to apply for entitlements or New CDIs. You are not required to do anything in response to this letter but there may be financial implications for you as a result of the Entitlement Offer that you should be aware of.
Details of the Entitlement Offer
The Entitlement Offer comprises an institutional entitlement offer (“ Institutional Entitlement Offer ”) and an offer to Eligible Retail CDI Holders (as defined below) to participate on the same terms (“ Retail Entitlement Offer ”). The Institutional Entitlement Offer has already closed and the results were announced to the ASX on Thursday, 6 May 2021. Coronado has today lodged a retail offer booklet with ASX, which sets out further details in respect of the Retail Entitlement Offer (" Retail Offer Booklet ").
Eligibility criteria
Coronado has determined, pursuant to section 9A(3) of the Corporations Act 2001 (Cth) (“ Corporations Act ”) and Listing Rule 7.7.1(a) of the ASX Listing Rules, that it would be unreasonable to make offers to Coronado securityholders in certain countries in connection with the Retail Entitlement Offer. This is because of the small number of Coronado securityholders in each of those countries, the number and value of securities those Coronado securityholders hold and the cost of complying with the applicable laws and regulations in jurisdictions outside Australia and New Zealand.
Accordingly, in compliance with section 9A(3) of the Corporations Act and ASX Listing Rule 7.7.1(b), Coronado wishes to inform you that it will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New CDIs under the Retail Entitlement Offer.
Eligible Retail CDI Holders are those persons who:
-
are registered as holders of existing CDIs as at 7.00pm (Sydney time) on Thursday, 6 May 2021 (“ Record Date ”);
-
have a registered addresses in Australia or New Zealand on the Coronado security register on the Record Date or are persons that Coronado has otherwise determined is eligible to participate in the Retail Entitlement Offer;
-
are not in the United States and are not, and are not acting for the account or benefit of, a “U.S. person”, as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”) (“ U.S. Persons ”) (to the extent that such securityholders hold securities for the account or benefit of a U.S. Person);
-
were not invited to participate in the Institutional Entitlement Offer and were not treated as ineligible institutional securityholders under the Institutional Entitlement Offer (other than as nominee or custodian, in each case in respect of other underlying holdings); and
-
are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
Securityholders who are not Eligible Retail CDI Holders are ineligible retail securityholders and are consequently unable to participate in the Retail Entitlement Offer.
Notwithstanding the above, Coronado may (in its absolute discretion) agree to extend the Retail Entitlement Offer to certain institutional CDI holders in foreign jurisdictions who did not participate in the Institutional Entitlement Offer, subject to compliance with applicable laws.
Non-renounceable offer
As with the Institutional Entitlement Offer, the Retail Entitlement Offer is non-renounceable. A number of New CDIs equal to the number that you would otherwise be entitled to subscribe for under the Retail Entitlement Offer will be subscribed for by the Lead Managers and/or the sub-underwriters at the Offer Price. As a result, no amount will be payable by you and you will not otherwise receive any payment or value for Entitlements in respect of any New CDIs that would have been offered to you if you were an Eligible Retail CDI Holder.
Further details in respect of the Entitlement Offer (including details of eligibility) can be found on the announcements platform of ASX (www.asx.com.au).
Further information
If you have any queries regarding the Retail Entitlement Offer, please contact your professional adviser or please call the Coronado Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer period. For other questions, you should consult your broker, solicitor, accountant, financial adviser or other professional adviser.
Thank you for your continued support of Coronado and I trust you understand Coronado's position on this matter.
Yours sincerely
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Mr Bill Koeck
Chairman
IMPORTANT NOTICE AND DISCLAIMER
The Entitlement Offer is being made by CRN in accordance with section 708AA of the Corporations Act as modified by the Australian Securities and Investments Commission Corporations Instrument (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Class Order [CO 14/827], meaning that no prospectus or other disclosure document needs to be prepared.
Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Coronado and the Lead Managers. Each of Coronado and the Lead Managers and each of their respective affiliates and related bodies corporate and each of their respective directors, officers, partners, employees, advisers and agents disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law.
The provision of this letter is not, and should not be considered as, financial product advice. The information in this document is general information only and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional adviser.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any U.S. Person or person who is acting for the account or benefit of any U.S. Person, or in any other jurisdiction in which such an offer would be illegal. The offer and sale of the New CDIs and underlying shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, any “U.S. person”, as defined in Rule 902(k) of Regulation S under the U.S. Securities Act, unless they are registered under the U.S. Securities Act and any applicable United States state securities laws (which Coronado is not obligated to do), or are offered and sold pursuant to an applicable exemption from, or in a , transaction not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States.
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The provision of this document is not, and should not be considered as, financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.