MC MINING LIMITED — Share Issue/Capital Change 2011

Feb 3, 2011

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Coal of Africa Limited

ABN

98 008 905 388

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be Options issued

• 2 Number of[+] securities issued or to 1,540,561 be issued (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities Options exercisable on or before 30 September (eg, if options, exercise price and 2015 at an exercise price of A$1.40 or expiry date; if partly paid ZAR9.50 +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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• 4 Do the[+] securities rank equally in all No respects from the date of allotment with an existing[+] class of quoted Options over unissued shares may only be +securities? exercised in accordance with their terms and conditions. Upon conversion of the options to

• If the additional securities do not shares, the shares will rank equally with

• rank equally, please state: • the date from which they do existing shares. • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration Nil 6 Purpose of the issue Options granted to employees pursuant to the (If issued as consideration for the Company’s Share Option Plan, approved by acquisition of assets, clearly identify shareholders at the Company’s Annual General those assets) Meeting held on 30 November 2009.

• 7 Dates of entering[+] securities into 4 February 2011 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 530,514,663 Fully paid ordinary +securities quoted on ASX shares ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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9Numberand+classofall+securities not quoted on ASX(_including_the securities in clause2 if applicable)10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	Number	+Class
	9,074,998250,0007,000,0001,000,000600,0001,650,0005,000,000912,5002,500,0001,540,5611	ClassAOptionsexercisable at $0.50 eachon or before 30 September2011.Class B Options exercisableat $2.05 each on or before 1May 2012.ClassDOptionsexercisable at $1.25 eachon or before 30 September2012.ClassGOptionsexercisable at $1.90 eachon or before 30 September2012.ClassHOptionsexercisable at $1.25 on orbefore 1 May 2012.Class I Options exercisableat $3.25 on or before 31July 2012.Class J Options exercisableat $2.74 on or before 30November 2014.ESOP Options exercisableat $1.90 on or before 30June 2014.Class C Options exercisableat $1.20 on or before 9November 2015ESOP Options exercisableat $1.40 on or before 30September 2015Option to subscribe for 50million ordinary shares for60 pence each between 1November 2010 and 1November2014,asapproved by shareholderson 22 April 2010.
	Not applicable

Part 2 - Bonus issue or pro rata issue Questions 11 to 33 – Not Applicable

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Questions 34 to 42 - Not Applicable

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 4 February 2011

(Company secretary)

Print name: SHANNON COATES

• See chapter 19 for defined terms.

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