TERRACOM LIMITED — M&A Activity 2020

Mar 30, 2020

==> picture [594 x 95] intentionally omitted <==

----- Start of picture text -----

TerraCom Limited
Blair Athol Mine Access Road
Clermont, Queensland, 4721
+61 7 4983 2038
ASX ANNOUNCEMENT
----- End of picture text -----

31 March 2020

==> picture [64 x 75] intentionally omitted <==

- Sell out Rights, UNV legal proceedings

TerraCom Limited ( TerraCom or the Company ) is pleased to provide an update to security holders of Universal Coal Plc ( Universal or UNV ) (ASX: UNV) following its announcement on 27 March 2020 regarding the 'sell-out' rights of UNV security holders under section 983 of the UK Companies Act 2006.

An explanatory letter and form of the statutory notice (Form 984) are attached to this announcement and will be posted, along with personalised 'sell-out' rights exercise forms, to relevant UNV security holders. Please refer to the explanatory letter for more details on how the 'sell-out' rights may be exercised.

A copy of the explanatory letter and statutory notice will be available, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions (as defined in TerraCom's offer document dated 11 February 2020), for viewing at www.terracomresources.com/unvoffer.

If you would like to receive your personalised 'sell-out' rights exercise form and related documents via e-mail, and have not already made a request, please contact the Company directly at unvoffer@terracomresources.com.

UNV legal proceedings

Further to the announcement by UNV on 27 March 2020, TerraCom confirms that UNV has now provided formal confirmation that it has withdrawn from the legal action in relation to Article 18.1 of UNV’s Articles of Association. TerraCom is pleased with this outcome and has already started working with the UNV Team to grow a stronger merged group.

This announcement has been approved by the Company’s Disclosure Committee for release.

For further information, contact:

Craig Ransley Megan Etcell Deputy Chairman Company Secretary P +61 7 4983 2038 P +61 7 4983 2038 info@terracomresources.com info@terracomresources.com

About TerraCom Limited

TerraCom Limited ( ASX: TER ) is an emerging company originating as a resource explorer with a large portfolio of operating assets in Mongolia and Queensland, Australia. We are currently enacting a growth strategy towards delivering a Mid-Tier diversified operating and trading business and have a global focus on the development of a high yielding diversified asset portfolio for its investors. To learn more, please visit www.terracomresources.com.

==> picture [594 x 64] intentionally omitted <==

----- Start of picture text -----

1
----- End of picture text -----

Important notice

Petra Capital Pty Limited is acting as financial advisor to TerraCom and TerraCom Bidco in connection with the Offer and for no one else and will not be responsible to any party for providing advice in relation to the Offer, the contents of this Announcement or any matters referred to herein.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of UNV in any jurisdiction in contravention of applicable law.

The Offer is made solely by means of the Offer Document, the Form of Acceptance and the CDI Acceptance Form (in respect of UNV CDIs), which contain the full terms and conditions of the Offer, including details of how to accept the Offer. The Offer Document comprises a disclosure document under Ch 6D of the Corporations Act ( Prospectus ) under which the offer of new shares to be issued by TerraCom ( Share Offer ), being the share component of the offer consideration, is being made. Any approval, decision or other response to the Offer and Share Offer should be made only on the basis of the information in the Offer Document, which includes the Prospectus, the Form of Acceptance and the CDI Acceptance Form (in respect of UNV CDIs). UNV Shareholders (including UNV CDI Holders) are strongly advised to read the Offer Document dated 11 February 2020 in relation to the Offer when deciding whether to accept the Offer (including the Share Offer). UNV security holders who wish to accept the Offer (including the Share Offer) will need to follow the instructions in the Offer Document, including completing a Form of Acceptance (in respect of UNV Shares) or a CDI Acceptance Form (in respect of UNV CDIs). The Offer Document was despatched to UNV security holders on 13 February 2020. UNV Shareholders may request a hard copy of the Offer Document and the Form of Acceptance by contacting Link Asset Services on +44(0)371 664 0321. UNV CDI Holders may request a hard copy of the Offer Document and the CDI Acceptance Form by contacting Link Market Services Australia on +61 1300 330 255.

Overseas jurisdictions

This Announcement has been prepared in accordance with the laws of England and Wales and Australia and the information disclosed may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside England and Wales and Australia. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and there shall be no implication that there has been no change in the facts set forth in this Announcement since such date.

The release, publication or distribution of this Announcement in jurisdictions other than Australia may be restricted by the laws of those jurisdictions. Persons who are not resident in Australia, or who are subject to the laws of any jurisdiction other than Australia, should inform themselves about and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Offer Document or any accompanying document to any jurisdiction outside Australia should refrain from doing so and seek appropriate professional advice before taking any action. Further details in relation to the Overseas Shareholders are contained in the Offer Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by TerraCom Bidco and permitted by applicable law and regulation, the Offer is not available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Additional information for US investors

The Offer is for securities of a company incorporated in England and Wales and UNV Shareholders in the United States should be aware that this Announcement, the Offer Document, the Prospectus and any other documents relating to the Offer and the Share Offer have been prepared in accordance with the laws of England and Wales and Australia (as the context requires) and applicable disclosure requirements, format and style thereunder, all of which differ from those in the United States.

This Announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. There will be no public offering of these securities in the United States.

Securities to be issued pursuant to the Offer have not been, and will not be, registered under the US Securities Act of 1933, as amended ( Securities Act ), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or resold except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, UNV Shareholders in the United States will only be able to accept the offering in respect of the cash consideration. A person who receives securities pursuant to the Offer may not resell such securities without registration under the Securities Act or without an applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the Securities Act).

==> picture [594 x 70] intentionally omitted <==

----- Start of picture text -----

2
----- End of picture text -----

For purposes of the US Securities Exchange Act of 1934, as amended ( US Exchange Act ), it is intended that the Offer is made pursuant to Section 14(e) and Regulation 14E under the US Exchange Act benefitting from exemptions available to "Tier II" tender offers. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d) of the US Exchange Act, do not apply.

The receipt of consideration by a US holder for the transfer of its UNV Shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as non-US and other, tax laws. Each UNV Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by TerraCom or TerraCom Bidco may contain statements that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. For the avoidance of doubt, forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the TerraCom Group or its operations; and (iii) the effects of government regulation on the TerraCom Group or its business.

The forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer preferences, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to TerraCom or TerraCom Bidco or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. TerraCom and TerraCom Bidco disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for UNV for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for UNV.

Governing law and jurisdiction

The Offer complies with the applicable rules and regulations of the United Kingdom and Australia. The Offer is governed and constructed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of the England and Wales and to the full terms and conditions set out in the Offer Document.

Publication of this Announcement on website

A copy of this Announcement and certain relevant documents relating to the Offer are available, free of charge, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, on TerraCom's website at www.TerraComresources.com/UNVOffer.

For the avoidance of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this Announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form. Hard copies of such documents, announcements (including this Announcement), and information will not be sent unless requested.

A hard copy of this Announcement may be requested by any person entitled to receive a copy by contacting TerraCom’s Company Secretary, Megan Etcell, via phone +61 7 4983 2038 or via e-mail: unvoffer@terracomresources.com.

==> picture [594 x 70] intentionally omitted <==

----- Start of picture text -----

3
----- End of picture text -----

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

==> picture [594 x 70] intentionally omitted <==

----- Start of picture text -----

4
----- End of picture text -----

THIS LETTER AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, who is appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your UNV Shares or UNV CDIs, please forward this letter and the accompanying statutory notice as soon as possible to the buyer or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the buyer or transferee. However, such documents should not be mailed, forwarded, transmitted or distributed, in whole or in part, into or from any jurisdiction where to do so would constitute a violation of the relevant law of that jurisdiction (a Restricted Jurisdiction, which includes the United Kingdom) or the United States. Please do not forward the accompanying personalised exercise form as that form is for the sole use of the holder and holding recorded on the form. If you have sold or transferred only part of your UNV Shares or UNV CDIs, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Terms used in this letter, unless otherwise defined, have the same meanings as set out in the offer document dated 11 February 2020 (the Offer Document ).

TCIG RESOURCES PTE LTD

( Registered under the laws of Singapore with the company number 201936289W )

Registered office: C:/ Abogado Pte Ltd 8 Marina Boulevard #05-02 Marina Bay Financial Centre Tower 1 Singapore 018981 Singapore 31 March 2020

To: UNV Shareholders

Dear UNV Shareholder

OFFER FOR UNIVERSAL COAL PLC - NOTICE OF SELL-OUT RIGHT

On 3 February 2020, TerraCom announced an offer by its wholly owned subsidiary, TCIG Resources Pte Ltd ( TerraCom Bidco ), to acquire the entire issued and to be issued share capital of UNV not directly or indirectly owned by it (the Offer ). The Offer closed for acceptances at 1.00 p.m. (London time) on 25 March 2020.

At the close of the Offer, valid acceptances under the Offer were received in respect of UNV Shares which, when added to the number of UNV Shares already owned by TerraCom Bidco otherwise than pursuant to acceptances under the Offer, represented more than 90% of the voting rights carried by the existing issued share capital of UNV. Given this, UNV Shareholders and UNV CDI Holders (other than Restricted UNV Shareholders and US UNV Shareholders) who did not accept the Offer are entitled to require TerraCom Bidco acquire their UNV Shares under section 983 of the UK Companies Act 2006 (the Sell-out Right ). Please refer to the enclosed statutory notice (984 notice) in this regard.

Any UNV Shares will be acquired on the same terms as the Offer, for 10 cents in cash and 0.6026 New TerraCom Shares per UNV Share (including UNV CDIs) held. Each New TerraCom Share issued as consideration pursuant to the exercise of the Sell-out Right will be issued on a fully paid basis and rank equally with all existing TerraCom Shares. Fractions of New TerraCom Shares will be rounded to the nearest whole New TerraCom Share.

In accordance with the UK Companies Act 2006, the Sell-out Right will cease to be exercisable after 30 June 2020 (being three months from the date of the enclosed statutory notice).

UNV Shareholders

UNV Shareholders may exercise their Sell-out Right by completing, signing and returning the enclosed exercise form entitled "Exercise Form and Authority" (the Exercise Form ) along with the share certificate(s) and/or any other appropriate documents of title to TerraCom Bidco at unvoffer@terracomresources.com with originals to the UK Receiving Agent, by post or by hand (during normal business hours) to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by no later than 30 June 2020.

Page 1 of 2

In order for UNV Shareholders who hold Uncertificated UNV Shares to exercise their Sell-out Right, it will be necessary to convert such shares into certificated form. Normal CREST procedures (including timings) apply in relation to any UNV Shares that are to be converted from uncertificated form to certificated form. To exercise your Sell-out Right you will need to rematerialise your UNV Shares by completing a CREST stock withdrawal in CREST. Please refer to the CREST Manual for details of such procedures. Once your UNV Shares are in certificated form, please complete and return the Exercise Form in accordance with the above procedures.

Each of TerraCom and TerraCom Bidco agrees that a written communication has been addressed to TerraCom Bidco for the purposes of exercising a Sell-out Right if you complete and return the Exercise Form, subject to receipt of your original share certificate(s) and/or any other appropriate documents of title to TerraCom Bidco.

UNV CDI Holders

UNV CDI Holders may exercise their Sell-out Right in respect of the UNV Shares underlying and corresponding with the UNV CDIs held by them. For UNV CDI Holders who hold their UNV CDIs through CHESS, for the purposes of the exercise of the Sell-out Right, each of TerraCom and TerraCom Bidco agrees that a written communication has been addressed to TerraCom Bidco if either you complete and return the enclosed Sell-out Right exercise form entitled "CDI Sell-out Right Exercise Form – CHESS Subregister" or "CDI Sell-out Right Exercise Form – Issuer Sponsored Subregister" (as applicable, each a CDI Sell-out Exercise Form ) or you instruct your Controlling Participant (usually your broker) to initiate an 'acceptance' on their behalf in accordance with Rule 14.14 of the ASX Settlement Operating Rules. You should contact your Controlling Participant in sufficient time before 7.00 p.m. (Sydney time) on 30 June 2020 to enable your Controlling Participant to give effect to your instruction on CHESS during business hours.

If you wish to exercise your Sell-out Right (other than by instructing your Controlling Participant), please complete the enclosed CDI Sell-out Exercise Form and return it to TerraCom Bidco at unvoffer@terracomresources.com and originals to Link Market Services, Locked Bag A14, Sydney South NSW 1235 as soon as possible and, in any event, so as to be received no later than 30 June 2020 .

Further information

In light of the prevailing circumstances, TerraCom Bidco reserves the right to accept scanned copies of Exercise Forms and CDI Sell-out Exercise Forms and the related documentation required (such as share certificates) in relation to the exercise of the Sell-out Right that are received by 30 June 2020, with originals to follow as soon as reasonably practicable thereafter.

The Offer Document, a copy of this letter and the statutory notice are available for viewing at www.terracomresources.com/unvoffer. The content of the website referred to in this letter is not incorporated into and does not form part of this letter.

If you are a UNV Shareholder and have questions relating to this letter or the completion and return of the Exercise Form, please telephone the UK Receiving Agent on +44 (0)371 664 0321 between 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.

If you are a UNV CDI Holder and have questions relating to this letter or the completion and return of the CDI Sell-out Exercise Form, please telephone the Australia Receiving Agent on +61 1300 330 255 between 8.30 a.m. to 5.30 p.m. (Sydney time) Monday to Friday (excluding public holidays in Australia). Calls to the Australia Receiving Agent from within Australia are at a fixed rate comparable to a local call aside from any of your service provider's network extras.

Yours faithfully

Philip Forrest Director

TCIG RESOURCES PTE LTD

Page 2 of 2

==> picture [123 x 41] intentionally omitted <==

Please complete in typescript, or in bold black capitals. CHFP000 Name(s) and To [NAME] address(es) of non-assenting [ADDRESS] shareholder(s)

984 NOTICE TO NON-ASSENTING SHAREHOLDERS Pursuant to section 984(3) of the Companies Act 2006

A takeover has been made by

TCIG Resources Pte Ltd “the offeror(s)” § Insert description of class or classes for § ordinary shares / securities inXXXXXXXX of shares or convertible Universal Coal Plc securities to which offer relates “the company” 25 March 2020 †Delete as The offer [† expired on __ ] XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX[† expires on __ and is still open for appropriate XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXacceptance until that date] [† will remain open for acceptance until closed in accordance 25 March 2020 XXXXXXXXXXwith its terms] On __ the offeror(s) had satisfied the conditions in subsections 983(2), (3) or (4) of the Companies Act 2006. The terms of the offer are †† For each ordinary share: 10 cents in cash and 0.6026 New TerraCom Shares. †† Insert terms ___________ of offer _______________

If you wish you have the right to require the offeror(s) to acquire the shares/securities youX hold either on the terms of the offer or on terms agreed between yourself and the offeror(s).X 30 June 2020 [† You may] [You have until §§ __ (the time specified in section 984(2) of theXXXXXXXXX Companies Act 2006) to advise the offeror(s) in writing at: (state address of offeror)X unvoffer@terracomresources.com by completing and returning the sell-out right exercise forms. _________ Please refer to the accompanying explanatory letter for details on how to return your exercise form. ____________

If you require him/them to acquire your shares and if so, on what terms. If the terms of theXXXX offer as shown above include a choice of consideration, you should, if you wish the offeror(s)X to purchase your shares on the terms of the offer, state your choice of consideration.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXIf you fail to indicate a choice the offeror(s) will acquire your shares on the following terms

This section must be either completed or XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX___________ deleted by the offeror. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX_____________

§§ If this notice is given by a company, it should be signed by a director or the secretary.

NOTE: If you wish the offeror(s) to acquire your shares on terms other than those of the offer but are unableX to agree other terms the offeror(s) is/are bound and entitled to acquire your shares on the terms of the offer.X If those terms include a choice of consideration, you should indicate which you would prefer if alternative terms cannot be agreed. You are however entitled under section 986 of the Companies Act 2006 to make application to the court for an order that the offeror(s) must acquire your shares on such terms as the courtX thinks fit. If you are contemplating such an action you may wish to seek legal advice.

Signed§§ Philip Forrest, Director Date 31 March 2020

03/2007