TERRACOM LIMITED — Major Shareholding Notification 2014

Nov 24, 2014

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Guildford Coal Ltd
ACN/ARSN	143 533 537
1. Details of substantial holder (1)
Name	Och-Ziff Holding Corporation and Och-Ziff Capital Management Group LLC on behalf of themselves, OZ Management LP, OZ Management II LP and their controlled entities OZ Asia Master Fund Ltd, Gordel Capital Ltd, OZ Master Fund,
ACN/ARSN (if applicable)	Ltd, OZ ELS Master Fund, Ltd and OZ Global Special investments Master Fund, LP. Not applicable
There was a change in the interests of the substantial holder on		24/11/2014
The previous notice was given to the company on		24/2/2014
The previous notice was dated		21/2/2014

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now r

Class of securities (4)	Previous natice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voling power (5)
Fully Paid Ordinary Shares	49.649.195	6.67%	49,289,453	5.37%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme,
since the substantial holder was last required to give

Date of change	Person entitled to be the registered holder	Person whose relevant interest changed	Nature of change $(4)$	Consideration given in relation to changes (5)	Class (6) and number of securities affected	Person's votes affected
24-Nov-14		The persons named in Item 1	Since the date of the last notice, the interests of the persons named in item 1 have changed as a result of disposals of shares. The changes to date have not resulted in a notifiable change in substantial holding. As a result of an issue of 72,407,087 fully paid ordinary shares on 11 November 2014 (announced to ASX on 24 November 2014), the voting power of the persons in item 1 has decreased. which has now resulted in a notifiable change in substantial holding.		Fully Paid Ordinary Shares	49.289.453
30 May 14	Gordel Capital Limited	Och-Ziff Holding Corporation, Och-Ziff Capital Management Group LLC, OZ Management LP and Gordel Capital	Sell	A\$(5,100.65)	Fully Paid Ordinary	(71,948)

		Limited			Shares
$2$ -Jun-14	Gordel Capital Limited	Och-Ziff Holding Corporation, Och-Ziff Capital Management Group LLC, OZ Management LP and Gordel Capital Limited	Se∥	A\$(1,250.05)	Fully Paid Ordinary Shares	(21, 585)
30-Jul-14	Gordel Capital Limited	Och-Ziff Holding Corporation, Och-Ziff Capital Management Group LLC, OZ Management LP and Gordel Capital Limited	Sell	A\$(10.201.09)	Fully Paid Ordinary Shares	(188.864)
$1-$ Sep $-14$	OZ Global Special investments Master Fund.	Och-Ziff Holding Corporation, Och-Ziff Capital Management Group LLC, OZ Management LP and OZ Global Special Investments Master Fund, L.P.			Fully Paid Ordinary Shares
	LP.		Sell	A\$(4,710.97)		(77.345)

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Och-Ziff Holding Corporation	HSBC Custody Nominees (Australia) Limited and National Australia Bank Limited	OZ Asia Master Fund Ltd., Gordel Capital Limited, OZ Master Fund, Ltd, OZ ELS Master Fund, Ltd, and OZ Global Special Investments Master Fund, L.P.	The holder of the relevant interest has a relevant interest in the holdings detailed below by virtue of section 608(3)(b) of the Corporations Act	49,289,453 ordinary shares	49,289,453 ordinary shares
Och-Ziff Capital Management Group LLC	HSBC Custody Nominees (Australia) Limited and National Australia Bank Limited	OZ Asia Master Fund Ltd., Gordel Capital Limited, OZ Master Fund, Ltd, OZ ELS Master Fund, Ltd. and OZ Global Special Investments Master Fund, L.P.	The holder of the relevant interest has a relevant interest in the holdings detailed below by virtue of section 608(3)(b) of the Corporations Act	49,289,453 ordinary shares	49,289,453 ordinary shares
OZ Management LP	HSBC Custody Nominees (Australia) Limited and National Australia Bank Limited	OZ Asia Master Fund Ltd., Gordel Capital Limited, OZ Master Fund, Ltd. OZ ELS Master Fund, Ltd. and OZ Global Special Investments Master Fund, L.P.	The holder of the relevant interest has a relevant interest in the holdings detailed below by virtue of section 608(3)(b) of the Corporations Act	49,289,453 ordinary shares	49,289,453 ordinary shares
OZ Management II LP	National Australia Bank Limited	OZ ELS Master Fund, Ltd	OZ Management II LP has a relevant interest in the holdings by virtue of section 608(3)(b) of the Corporations Act	39,392 ordinary shares	39,392 ordinary shares
OZ Asia Master Fund. Ltd.	HSBC Custody Nominees (Australia) Limited and National Australia Bank Limited	OZ Asia Master Fund, Ltd	As legal owner of the interest, OZ Asia Master Fund, Ltd. has a relevant interest by virtue of section 608(1)(a) of the Corporations Act	15,223,959 ordinary shares	15,223,959 ordinary shares
Gordel Capital Limited	National Australia Bank Limited	Gordel Capital Ltd	As legal owner of the interest, Gordel Capital Limited has a relevant interest by virtue of section 608(1)(a) of the Corporations Act.	602,566 ordinary shares	602,566 ordinary shares
OZ Master Fund, Ltd.	National Australia Bank Limited	Oz Master Fund, Ltd	As legal owner of the interest, OZ Master Fund, Ltd. has a relevant interest by virtue of section 608(1)(a) of the Corporations Act	33,276,042 ordinary shares	33,276,042 ordinary shares
OZ ELS Master Fund. Ltd.	National Australia Bank Limited	OZ ELS Master Fund, Ltd	As legal owner of the interest. OZ ELS Master Fund, Ltd. has a relevant inferest by virtue of section 608(1)(a) of the Corporations Act	39,392 ordinary shares	39,392 ordinary shares
OZ Global Special Investments Master Fund, L.P.	HSBC Custody Nominees (Australia) Limited	OZ Global Special Investments Master Fund, LP.	As legal owner of the interest, OZ Global Special Investments Master Fund, L.P. has a relevant interest by virtue of section 608(1)(a) of the Corporations Act	147,494 ordinary shares	147,494 ordinary shares

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as fo

Name and ACN/ARSN (if applicable) The company's company of the company and an except of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of th	. Nature of association
N/A --------------------------------------

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Och-Ziff Holding Corporation	c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A.
Och-Ziff Capital Management Group LLC	c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A.
Oz Management LP	615 South Dupont Highway, Dover, DE 19901, Delaware, U.S.A.
Oz Management II LP	c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A.
OZ Asia Master Fund, Ltd	c/o State Street(Cayman) Trust, Ltd, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands KY1-1103
Gordel Capital Ltd	c/o Trident Trust Company (BVI) Ltd., Trident Chambers, Wickhams Cay, Road Town, Tortola, British Virgin Islands.
OZ Master Fund, Ltd	c/o State Street(Cayman) Trust, Ltd, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands KY1-1103
OZ ELS Master Fund, Ltd	c/o State Street(Cayman) Trust, Ltd, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Carnana Bay, Grand Cayman, Cayman Islands KY1-1103
OZ Global Special Investments Master Fund, LP	c/o State Street(Cayman) Trust, Ltd, P.O. Box 896, Suite 3307, Gardenia Court, 45 Market Street, Carnana Bay, Grand Cayman, Cayman Islands KY1-1103

• if there are a number of substantial holders with similar or related relevant intorosts (og a corporation and its related corporations, or the manager and
  Lustee of an equity trust), the names could be included in an an ne $(1)$ they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
• See the dafinition of "associate" in section 9 of the Corporations Act 2001, $(2)$
• $(3)$ See the definition of "relevant interest" In sections 608 and 671B(7) of the Corporations Act 2001.
• $\left( 4\right)$ The voting shares of a company constitute one class unless divided into separate classes.
• $\left(5\right)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• ${G}$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a
  copy of any document satting out the lerms of any relevant agreement, and a statemen $(a)$ attandoment and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of
  The securities to which the relevant interest relates (indicating clearly the $\left( 0 \right)$

See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001,

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or
  may, become entitied to receive in relation to that acquisition. Details m $\boldsymbol{\varPi}$
• If the substantial holder is unable to determine the klentity of the person (eg if the relevant interest arises because of an option) write "unknown". $\left(8\right)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$