Appendix 3B

Name of entity

Coal of Africa Limited

ABN

98 008 905 388

1

+Class of +securities issued or to be issued

Shares

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

80,570,166

3

Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary

4

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

·; the date from which they do

·; 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

Yes

5

Issue price or consideration

25 pence/ 3.25 Rand per share

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Issued to institutional investors for the purposes of, in combination with Coal of Africa's existing cash balance, the financing of one or more of the following:

·; the floatation, ultra fines and middlings plant and related design fees at the Vele Colliery (approximately US$15 million);

·; the final payment of the first tranche of $43 million for the Chapudi acquisition as announced on 10 May 2012 (approximately US$ 14 million);

·; additional drilling, technical studies and related work to accelerate the Generaal, Voorburg and Jutland definitive feasibility studies and project management, environmental impact assessment and stakeholder engagement for the Greater Soutpansberg Project (approximately US$11 million);

·; pre-mining right capital expenditure including land purchases, regulatory, permitting and construction of power lines, consultancy fees on detailed front-end engineering design as well as technical drilling and analysis for thermal coal and fines test work at Makhado (approximately US$11 million); and

·; general working capital requirements.

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

7 August 2012

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

766,042,402

Fully paid ordinary shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

7,000,000

Class D Options exercisable at $1.25 each on or before 30 September 2012.

1,000,000

Class G Options exercisable at $1.90 each on or before 30 September 2012.

5,000,000

Class J Options exercisable at $2.74 on or before 30 November 2014.

818,500

Class K Options exercisable at $1.90 on or before 30 June 2014.

2,500,000

Class C Options exercisable at $1.20 on or before 9 November 2015.

1,441,061

ESOP Options exercisable at $1.40 on or before 30 September 2015.

2,670,000

ESOP Options exercisable at ZAR7.60 on or before 14 February 2017.

1

Option to subscribe for 50 million ordinary shares for 60 pence each between 1 November 2010 and 1 November 2014, as approved by shareholders on 22 April 2010.

Note: 1,650,000 Class I Options exercisable at $3.25 expired on 31 July 2012.

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

34

Type of securities

(tick one)

(a)

Securities described in Part 1

(b)

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities