Coalfield Resources

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (‘‘FSMA’’) if you are resident in the United Kingdom or, if you are not, from another appropriately authorised independent financial adviser. This document, which in the United Kingdom comprises (i) a circular prepared for the purposes of the General Meeting convened pursuant to the letter from the Chairman of Coalfield Resources plc (the ‘‘Company’’) contained in this document and (ii) a prospectus relating to the Rights Issue, prepared in accordance with the Listing Rules and the Prospectus Rules of the UK Listing Authority (made under section 73A of FSMA) and has been approved by the Financial Conduct Authority (the ‘‘FCA’’) in accordance with Part VI of FSMA. A copy of this document has been filed with the FCA in accordance with Prospectus Rule 3.2.1. This document, together with the documents incorporated into it by reference (as set out in Part XI ‘‘Documents Incorporated by Reference’’ of this document) will be made available to the public in accordance with Prospectus Rule 3.2.1 by the same being made available, free of charge, at www.coalfieldresources.com, at the Company’s registered office at Harworth Park, Blyth Road, Harworth, Doncaster, South Yorkshire, DN11 8DB, and at the offices of the Registrars. If you sell or transfer or have sold or otherwise transferred all of your Existing Ordinary Shares held in certificated form (other than ex-Rights) before 8.00 a.m. (London time) on 28 August 2013 (in the case of Shareholders whose Ordinary Shares are on the Register and which are in certificated form) (the relevant ‘‘Ex-Rights Date’’), please send this document together with the accompanying form of proxy and any Provisional Allotment Letter, duly renounced, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be sent in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to any of the Excluded Territories. If you are a Shareholder whose Ordinary Shares are on the UK Register and which are in certificated form and you sell or transfer or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares held in certificated form (other than ex-Rights) before the relevant Ex-Rights Date, you should immediately consult the bank, stockbroker or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications in Part III ‘‘Terms and Conditions of the Rights Issue’’ of this document and in the Provisional Allotment Letter. If you are a Shareholder whose Ordinary Shares are in uncertificated form and you sell or transfer or have sold or have otherwise transferred all or some of your Existing Ordinary Shares (other than ex-Rights) held in uncertificated form before the relevant Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK & Ireland which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. The distribution of this document and the Provisional Allotment Letter and the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this document, the Provisional Allotment Letter and any other related documents should not be distributed, forwarded to or transmitted in or into the Excluded Territories.

Coalﬁeld Resources Plc (incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2649340)

1 for 1 Rights Issue of 299,298,160 New Ordinary Shares at 2 pence per New Ordinary Share

Application for Admission of 299,298,160 New Ordinary Shares to the Ofﬁcial List and to trading on the London Stock Exchange’s Main Market

Approval of waiver of obligations under Rule 9 of the Takeover Code

Notice of General Meeting Investec

Financial Adviser and Broker

You should read this document and the information incorporated by reference into this document in full. Shareholders and any other persons contemplating a purchase of Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters or New Ordinary Shares should read in particular the ‘‘Risk Factors’’ section of this document for a discussion of certain risks and other factors that should be considered when deciding on what action to take in relation to the Rights Issue or deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters or New Ordinary Shares. The latest time and date for acceptance and payment in full for the New Ordinary Shares by holders of Nil Paid Rights is expected to be 11.00 am on 11 September 2013. The procedure for acceptance and payment is set out in Part III (Terms and Conditions of the Rights Issue) of this Document and for Qualifying Non-CREST Shareholders only, also in the Provisional Allotment Letters. Qualifying CREST Shareholders should refer to paragraph 4 of Part III (Terms and Conditions of the Rights Issue) of this Document. The Existing Ordinary Shares are listed on the Standard Segment of the Official List and traded on the London Stock Exchange’s main market for listed securities. Application will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the Standard Segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Ordinary Shares (nil paid) will commence at 8.00 a.m. (London time) on 28 August 2013 and in the New Ordinary Shares (fully paid) will commence at 8.00 a.m. (London time) on 12 September 2013. The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares are not transferable except in accordance with, and the distribution of this document is subject to, the restrictions set out in paragraph 7 of Part III ‘‘Terms and Conditions of the Rights Issue’’ of this document. No action has been taken by Coalfield Resources and/or Investec that would permit an offer of the New Ordinary Shares or rights thereto or possession or distribution of this document or any other offering or publicity material or the Provisional Allotment Letters, the Nil Paid Rights or the Fully Paid Rights in any jurisdiction where action for that purpose is required, other than in the United Kingdom. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the US Securities Act or under any securities laws of any State or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters also have not been and will not be registered under the securities laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption, from and in compliance with (or in a transaction not subject to), any applicable securities laws. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Ordinary Shares in any of the Excluded Territories. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters, this document or any other offering document relating to the Existing Ordinary Shares or to the New Ordinary Shares have been approved or disapproved by the United States Securities and Exchange Commission, any State’s securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fully Paid Rights, the Nil Paid Rights, the Provisional Allotment Letters, the New Ordinary Shares or the Rights Issue or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence. Subject to certain exceptions, neither this document nor the Provisional Allotment Letters, will be distributed in or into the Excluded Territories, and neither this document nor the Provisional Allotment Letters constitute an offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any Shareholder with a registered address in, or who is resident or located in the Excluded Territories. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters have been or will be registered under the relevant laws of any State, province or territory of the Excluded Territories. This document does not constitute an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares or to take up entitlements to Nil Paid Rights or Fully Paid Rights in any jurisdiction in which such offer or solicitation is unlawful. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction. All Overseas Shareholders and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this document or any Provisional Allotment Letter if and when received, or any other document relevant to the Rights Issue, to a jurisdiction outside the United Kingdom should read the information set out in paragraph 7 of Part III ‘‘Terms and Conditions of the Rights Issue’’ of this document. Subject to the passing of the Resolutions at the General Meeting, it is expected that Qualifying Non-CREST Shareholders other than, subject to certain exceptions, those with registered addresses in the Excluded Territories will be sent a Provisional Allotment Letter on 27 August 2013. Qualifying CREST Shareholders (none of whom will receive a Provisional Allotment Letter) other than shareholders with registered addresses in the Excluded Territories (subject to certain exemptions) are expected to receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 28 August 2013. The Nil Paid Rights so credited are expected to be enabled for settlement by Euroclear UK & Ireland as soon as practicable after Admission has become effective. Qualifying Non-CREST Shareholders should retain this document for reference pending receipt of a Provisional Allotment Letter. Qualifying CREST Shareholders should note that they will receive no further written communication from Coalfield Resources in respect of the Rights Issue. They should accordingly retain this document for, among other things, details of the action they should take in respect of the Rights Issue. Qualifying CREST Shareholders who are CREST Sponsored Members should refer to their CREST Sponsors regarding the action to be taken in connection with this document and the Rights Issue. Holdings of existing ordinary shares in certificated and un-certificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Notice of a General Meeting of the Company to be held at Eversheds LLP, One Wood Street, London, EC2V 7WS at 10.00 a.m. on 27 August 2013, is set out at the end of this document. You will find enclosed a Form of Proxy for use at the meeting. To be valid, the Form of Proxy should be completed and returned to the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (‘‘Equiniti’’) as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 25 August 2013. Completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting at the General Meeting should they so wish. Certain information in relation to the Company has been incorporated by reference into this document. You should refer to the section of this document entitled ‘‘Documents Incorporated by Reference’’ for further details. Capitalised terms have the meaning attributed to them in the Document. Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in or incorporated by reference into this document for any purpose other than in considering an investment in the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and/or the New Ordinary Shares is prohibited. By accepting delivery of this document, each recipient agrees to the foregoing. Investec Bank plc which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting solely for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Rights Issue or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed upon Investec by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Investec accepts no responsibility whatsoever and makes no representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the Rights Issue, and nothing in this document is, or shallberelieduponas, apromiseorrepresentationinthisrespect,whetheras tothepastor future.Investecaccordinglydisclaimsto the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this document or any such statement. This document is dated 7 August 2013.

2 RULE 9 OF THE UK TAKEOVER CODE In accordance with Rule 9 of the Takeover Code, this document together with a Form of Proxy must be and is being sent to all Shareholders, both in the UK and overseas (irrespective of whether or not the Shareholders can participate in the Rights Issue). All Shareholders are requested to read this document, in particular paragraph 9 of Part I (Letter from the Chairman of Coalﬁeld Resources plc) of this document which relates to the Rule 9 Waiver, and to complete and return a Form of Proxy, to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or to submit a CREST Proxy Instruction as soon as possible but in any event no later than 10.00 a.m. on 25 August 2013.

3 TABLE OF CONTENTS Page SUMMARY 5 RISK FACTORS 16 EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UNITED KINGDOM 23 RIGHTS ISSUE STATISTICS 24 IMPORTANT INFORMATION 25 DIRECTORS, REGISTERED OFFICE AND ADVISERS 30 PART I – LETTER FROM THE CHAIRMAN OF COALFIELD RESOURCES 31 PART II – QUESTIONS AND ANSWERS ON THE RIGHTS ISSUE 41 PART III – TERMS AND CONDITIONS OF THE RIGHTS ISSUE 48 PART IV – DESCRIPTION OF THE COALFIELD RESOURCES GROUP 69 PART V – OPERATING AND FINANCIAL REVIEW 73 PART VI – FINANCIAL INFORMATION ON THE GROUP 88 PART VII – PRO FORMA FINANCIAL INFORMATION 89 PART VIII – PROPERTY VALUATION REPORT 92 PART IX – TAXATION 111 PART X – ADDITIONAL INFORMATION 115 PART XI – DOCUMENTS INCORPORATED BY REFERENCE 155 PART XII – DEFINITIONS AND GLOSSARY 157 NOTICE OF GENERAL MEETING 164

4 SUMMARY Summaries are made up of disclosure requirements known as ‘Elements’. The Elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer (deﬁned below). Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘not applicable’.

Section A – Introduction and Warnings

A.1 Introduction: WARNING: THIS SUMMARY SHOULD BE READ AS AN INTRODUCTION TO THE PROSPECTUS; ANY DECISION TO INVEST IN THE SECURITIES SHOULD BE BASED ON CONSIDERATION OF THE PROSPECTUS AS A WHOLE BY THE INVESTOR; Where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Subsequent resale of Not applicable. The Company has not given consent to the use securities or final of this document for subsequent resale or final placement of placement of securities Ordinary Shares by financial intermediaries. through financial intermediaries:

Section B – Issuer

B.1 Legal and commercial Coalﬁeld Resources Plc (‘‘Coalﬁeld Resources’’ or the name: ‘‘Company’’).

B.2 Domicile and legal form, The Company is a public limited company incorporated in applicable legislation England and Wales on 27 September 1991 with registered and country of number 2649340. The Company is domiciled in England, and incorporation: operates under the legislation of England and Wales.

5 B.3 Current operations and The Company’s only active current investment, since the principal activities: Mining Group July 2013 Restructuring, is a 24.9% shareholding in HEPGL, the parent company of the Harworth Estates Group. The Company charges its administrative costs and expenses to HEPGL up to 31 December 2014 on an indemnity basis, subject to certain limits and restrictions. From 1 January 2015 until 31 December 2016 the Company is entitled to request loans from HEPGL in a sum not exceeding £500,000 per year for the purpose of meeting the Company’s administrative costs and expenses. To the extent such loans are outstanding the Company is not entitled to any dividends paid by HEPGL. In addition to the foregoing, HEPGL also indemnifies Coalfield Resources (subject to certain agreed caps) for the employment costs of the Coalfield Resources executive team and there is no end date to such arrangement.

B.4a Significant recent trends The Company was restructured on 10 December 2012 which affecting the Company created three separate businesses, a mining business, a property and the industries in business and the business of the current Company. Following which it operates: the Restructuring the Company held non-controlling investments in the seperate legal entities of the mining and property businesses, being Mine Holdings and HEPGL, respectively, and a 100% shareholding in an insurance business, HICL, the assets and liabilities of which are classified as held for resale as there is a put and call option over these shares. The investment in Mine Holdings was held at a value of £1. As part of the Restructuring, UKCOL (a wholly owned subsidiary of Mine Holdings) and Mine Holdings agreed to indemnify the Company against restructuring costs and pay certain ongoing running costs of the Company. Following the fire at Daw Mill colliery, UKCOL and Mine Holdings were unable to honour these obligations. In view of the inability of UKCOL and Mine Holdings to honour their obligations, and their subsequent administration (and UKCOL being placed into creditors voluntary liquidation), the Company has written off its £1 investment in Mine Holdings and fully provided for the amount due from Mine Holdings and UKCOL of £1.1 million relating to certain running and restructuring costs which had been invoiced to them but not settled. Additionally whilst Restructuring fees were provided for in the results to 29 December 2012 it is anticipated a further provision for Restructuring fees of approximately £0.6 million will be required in the six month period ending 29 June 2013. . The failure of UKCOL and Mine Holdings to honour their obligations led to the Company entering into the Facility with Lloyds, which was obtained on the understanding that the Company undertake an equity fundraising to repay the Facility. The property business, Harworth Estates Group (of which HEPGL is the parent company), continues to progress well since the Restructuring, with a number of successful land sales and business park leases. Following the Mining Group July 2013 Restructuring, HEPGL re-confirmed its agreement to fund the ongoing running costs of the Company.

6 B.5 Group structure: Coalfield Resources holds a 24.9% shareholding in HEPGL, the parent company of the property business, Harworth Estates Group. It is held as an associate investment. The 100% shareholding in HICL, the assets and liabilities of which are classified as held for resale due to the put and call option over its shares. HICL is an insurance company which provides employers liability insurance cover to the Former Group. The non-controlling shareholding in Mine Holdings was classified as an investment available for sale and was held at a value of £1, which following the Mining Group July 2013 Restructuring has been written off. B.6 Interests in the As at 6 August 2013 (the ‘‘Latest Practicable Date’’), the Company and voting following persons had notified the Company of an interest rights: which represents 3 per cent. or more of the voting share capital of the Company: Number of ordinary shares (as at the Latest Percentage of Practicable voting share Shareholder Date) held capital Goodweather Holdings (a subsidiary of Peel Group Holdings Group Limited) 87,234,470 29.15 Invesco Perpetual 24,861,080 8.31 Pelham Capital Management 22,376,560 7.48

Save in respect of the Concert Party for whom the Rule 9 Waiver is being sought, so far as the Company is aware, no person or persons, directly or indirectly, jointly or severally, own or exercise or could exercise control over the Company. There are no differences between the voting rights enjoyed by the shareholders described above and those enjoyed by any other holder of ordinary shares in the capital of the Company (‘‘Shares’’). B.7 Selected historical Since 29 December 2012, being the last day of the financial financial information: period for which financial information has been published, the following significant changes have taken place. On 22 February 2013, UKCOL’s Daw Mill colliery suffered a major underground fire, and its closure was subsequently announced on 7 March 2013. In view of the increased liabilities that the fire and the subsequent closure of Daw Mill has caused for UKCOL, UKCOL became unable to honour the indemnities for fees and other liabilities which it gave in favour of the Company pursuant to the Indemnity Deed and Mine Holdings (UKCOL’s Parent Company) was not in a position to honour its obligations in respect of the ongoing costs of the Company. The Company therefore entered into the Facility on 31 May 2013 to enable it to meet the residual cash cost of the estimated £3.6 million of outstanding restructuring fees and enable it to pay potential liabilities of £900,000, should Mine Holdings fail to settle them. Mine Holdings and its wholly owned subsidiary, UKCOL, were subsequently placed into administration on 9 July 2013, as part of the Mining Group July 2013 Restructuring. UKCOL subsequently entered into creditors voluntary liquidation on 12 July 2013.

7 As part of the Mining Group July 2013 Restructuring, the potential liabilities of £900,000 mentioned above have transferred to the Mining Sub-Group and the Company’s obligations in respect of such liabilities have fallen away. In view of the fact Mine Holdings and UKCOL were placed into administration and UKCOL subsequently was placed into creditors voluntary liquidation, the Company has written off its £1 investment in Mine Holdings and fully provided for the amount due from Mine Holdings and UKCOL of £1.1 million relating to certain running and restructuring costs which had been invoiced to them but not settled. Additionally whilst Restructuring fees were provided for in the results to 29 December 2012 it is anticipated a further provision of approximately £0.6 million for Restructuring fees will be required in the six month period ending 29 June 2013. The Company has also re-confirmed the Propco Shareholders’ Agreement to fund, subject to certain limitations, the ongoing running costs up to 31 December 2016 and the employment costs of the Coalfield Resources executive team (subject to certain agreed caps) without limit of time. On 29 June 2013, £2.9 million was drawn down on the Facility. Other than noted above, there has been no significant change in the financial or trading position of the Group. The selected financial information set forth below for the financial years ended as at 25 December 2010, 31 December 2011 and 29 December 2012 has been extracted without material adjustment from the audited annual report and accounts included in or incorporated by reference into this document. Audited Audited Financial Audited Financial Financial year ended Financial year ended year ended 31 December year ended 25 December 31 December 2011 29 December 2010 2011 (Restated) 2012 £000s £000s £000s £000s Revenue 351,179 488,216 – 8 (Loss)/profit attributable to: – Owners of the parent (125,095) 55,241 55,241 (6,325)

Audited Audited Audited 25 December 31 December 29 December 2010 2011 2012 £000 £000 £000 Net assets 81,393 146,003 47,929

Audited Audited Audited Financial Financial Financial year ended year ended year ended 25 December 31 December 29 December 2010 2011 2012 £000 £000 £000 Cash (used in)/ generated from operating activities (35,049) 79,648 35,741 Cash (used in)/ generated from investing activities (10,725) 26,736 (29,174) Cash generated from/ (used in)/ ﬁnancing activities 32,614 (105,122) (8,205) (Decrease)/increase in cash (13,160) 1,262 (1,638)

8 B.8 Select unaudited pro If the net proceeds of the Rights Issue had been received on forma financial 29 December 2012, save for any earned interest, there would information: have been no effect on earnings in the year ended 29 December 2012. The net proceeds of the Rights Issue increase the cash and the assets of the Group by approximately £5.0 million. The unaudited consolidated pro forma statement of net assets set out below has been prepared on the basis of the notes below, to illustrate the effect of the Rights Issue on the net assets of the Group if the Rights Issue had taken place on 29 December 2012. The information, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position or resultsI. Audited Pro forma as As at Adjustment at 29 December for the Rights 29 December 2012 issue 2012 £000s £000s £000s Assets (Note 1) (Note 2) Non-current assets Investment in associates 50,288 – 50,288 50,288 – 50,288 Current assets Trade and other receivables 3,903 – 3,903 Cash and cash equivalents 51 4,992 5,043 3,954 4,992 8,946 Assets held for resale 21,303 – 21,303 Total assets 75,545 4,992 80,537 Liabilities Current liabilities Trade and other payables 9,697 – 9,697 Provisions 546 – 546 Liabilities classified as held for resale 16,653 – 16,653 26,896 – 26,896 Non-current liabilities Retirement benefit obligations 720 – 720 720 – 720 Total liabilities 27,616 – 27,616 Net assets 47,929 4,992 52,921 Notes 1. The financial information has been extracted, without material adjustment, from the audited consolidated financial statements of the Group for the year ended 29 December 2012 incorporated by reference in this document and prepared under the Group’s IFRS accounting policies. 2. The net proceeds of the Rights Issue of approximately £5.0 million are calculated on the basis that the Company issues 1 New Ordinary Share of one pence each at a price of 2 pence per share, net of estimated expenses in connection with the Rights Issue of approximately £1.0 million. 3. No adjustment has been made to reflect the trading results of the Group since 29 December 2012.

I Shareholders should read the whole of this document and not rely solely on this pro forma ﬁnancial information II The unaudited pro forma statement of net assets does not constitute ﬁnancial statements within the meaning of Section 434 of the Companies Act 2006

9 B.9 Profit forecast or Not applicable. No profit forecast or estimate is included in this estimate: document. B.10 Nature of any Not applicable. No qualifications are included in any audit qualifications in audit report on the historical financial information included in this report on the historical document. financial information: B.11 Explanation in respect The Company is of the opinion that taking into account receipt of insufficient working of the net proceeds of the Rights Issue, the Company has capital: sufficient working capital for its present purposes, that is, for at least 12 months from the date of this document. In connection with the Rights Issue, the Company has entered into an underwriting agreement with Peel dated 7 August 2013 (the ‘‘Underwriting Agreement’’), pursuant to which Peel has undertaken, subject to certain conditions, to fully underwrite, or procure that a member of the Peel Group fully underwrites, the Rights Issue. The Underwriting Agreement gives the Directors a high degree of confidence that the Company will be able to raise at least £4,992,000 in net proceeds from the Rights Issue, which will enable the Facility to be repaid and any surplus will provide additional working capital for the Company. If the Resolutions are not approved, the Rights Issue will not proceed, an event of default may occur under the terms of the Facility and in such circumstances any amounts due under the Facility will become repayable. The Company could not immediately repay the Facility without the net proceeds from the Rights Issue. In those circumstances where the Company is not able to repay the Facility and the Lender demands repayment of all present and future monies, obligations and liabilities owing or incurred by the Company under the Facility Agreement and related finance documents then Peel, as the guarantor, must satisfy any demand by the Lender in respect of all present and future monies, obligations and liabilities owing or incurred by the Company. The Lender is therefore not limited to only being able to make a demand after (for example) an event of default under the Facility Agreement. The Company would seek to repay its indebtedness by: a) arranging a new bank facility; b) selling in whole or in part its shareholding in HEPGL; and/or c) soliciting a buyer for all or part of the Group.

10 Although these actions either singularly or in combination are potentially available to the Company, the outcome and timing of each lies outside of the full control of the Company and, as a result, the Directors cannot be conﬁdent that any will be successful or will be on terms as attractive as the Rights Issue for Shareholders. If the Company were to pursue (b) or (c), this could result in a material adverse change to the value of the Company or on the Company’s ability to operate its business. Further, if the Company were to be unsuccessful in pursuing these alternative courses of action, the Directors would be obliged to cease operating the business of the Company, the consequences of which could include administration or receivership or liquidation or other insolvency proceedings.

Section C – Securities

C.1 Type and class of the New Ordinary Shares in the capital of the Company to be securities being offered issued in connection with the Rights Issue with ISIN and admitted to trading, GB0007190720. The ISIN code for the Nil Paid Rights is including the security GB00BCHX0F03 and for the Fully Paid Rights is identiﬁcation number: GB00BCHX0G10.

C.2 Currency of the All New Ordinary Shares being offered are denominated in securities issue: pounds sterling. C.3 Number of shares in As at 6 August 2013, being the latest practicable date prior to issue and par value: the publication of this document, the Company has 299,298,160 fully paid Ordinary Shares of 1 pence each in issue. The Company has no partly paid Ordinary Shares in issue. C.4 Rights attached to the Holders of the New Ordinary Shares and the Existing Ordinary securities: Shares have the following rights: . subject to any rights or restrictions attached to any Ordinary Shares, on a show of hands at a general meeting every member present in person has one vote and every proxy or representative present who has been duly appointed by a member entitled to vote has one vote; and on a poll every member (whether present in person or by proxy or representative) has one vote for every Ordinary Share of which he is the holder; . an Ordinary Share in certiﬁcated form may be transferred by an instrument of transfer, which may be in any usual form or in any other form approved by the Directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. An Ordinary Share in uncertiﬁcated form may be transferred by means of the relevant system concerned; . the right to receive dividends on a pari-passu basis; and

11 . if the Company is wound up, with the sanction of a special resolution and any other sanction required by law and subject to the Companies Act 2006, the liquidator may divide among the members in specie the whole or any part of the assets of the Company and for that purpose may value any assets and determine how the division shall be carried out as between the members or different classes of members. With the sanction of a special resolution, the liquidator may vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he may with the sanction of a special resolution determine, but no member shall be compelled to accept any assets upon which there is a liability. C.5 Restrictions on free There are no restrictions on the free transferability of the transferability of the Ordinary Shares set out in the constitutional documents of the securities: Company. However, the making of the proposed offer of New Ordinary Shares to persons located or resident in, or who are citizens of, or who have a registered address in countries other than the United Kingdom, may be affected by the law or regulatory requirements of the relevant jurisdiction, which may include restrictions on the free transferability of the Ordinary Shares. C.6 Admission to trading on The Existing Ordinary Shares are currently trading on the main regulated market: market for listed securities operated by the London Stock Exchange. The Company has a standard listing on the Official List. An application for admission to trading on the main market for listed securities operated by the London Stock Exchange will be made in respect of all the New Ordinary Shares. It is expected that trading in the Nil Paid Rights in CREST and through the Provisional Allotment Letters will commence on 28 August 2013. C.7 Dividend policy: Currently the Facility prohibits the distribution of dividend payments to shareholders without the consent of Lloyds. Once the Facility is pre-paid or repaid, the Company will be able to pay dividends. Any dividends will be dependent on the performance of its investment in HEPGL and any dividends received from this investment. Whilst it is anticipated that HEPGL may be in a position during 2014 to arrange more flexible financing which may allow HEPGL to pay dividends whilst their bank facility remains drawn, unlike the present position, the Company would still not expect to receive a dividend from HEPGL in the short to medium term, as under the Propco Shareholders’ Agreement, the Pension Trustees are entitled to receive the first £5 million of dividends due to the Company. Therefore we do not expect the Company to pay any dividends in the short to medium term. There have been no dividends declared or paid by the Company for any of the financial years ending 25 December 2010, 31 December 2011 or 29 December 2012.

12 Section D – Risks

D.1 Key risks related to Shareholders should carefully consider the following risks: Coalfield Resources and . If the Resolutions are not approved and therefore the the industry: Rights Issue cannot proceed, the Company is exposed to the risk of being unable to repay the Facility when it falls due. . Failure to repay the Facility could result in the Company losing its investment in HEPGL to Lloyds or Peel. . The Company’s performance will depend on general real estate market conditions that affect its investment in HEPGL. . Liquidity risk – the Company’s main investment is in HEPGL whose shares are not listed. As such the Company may face difficulty if it had to realise cash from this investment quickly. D.3 Key risks related to the . The Peel Group could obtain control of the Company by Shares taking up the remaining Rights pursuant to the terms of the Underwriting Agreement at a price which may be less than the price Peel would have had to pay had it acquired such Ordinary Shares in the market. . The Company’s share price will fluctuate and may decline as a result of a number of factors, some of which are outside of the Company’s control. . The implementation of the Rights Issue will result in the dilution of ownership of Existing Ordinary Shares for Qualifying Shareholders who do not take up their Rights under the Rights Issue. . The Company’s ability to pay dividends and effect returns of capital in the future is uncertain.

Section E – Offer

E.1 Total net proceeds and The net proceeds (after deducting commissions, other estimate of total estimated offering-related fees and expenses) from the Rights expenses of the issue/ Issue will be approximately £5.0 million. offer, including The total costs and expenses of, and incidental to, the Rights estimated expenses Issue payable by the Company, are estimated to amount to charged to investors £1.0 million. No expenses will be charged to Shareholders who take up their rights under the Rights Issue. Shareholders who do not take up their rights in the Rights Issue may have the New Ordinary Shares to which they are entitled sold on their behalf. To the extent that such New Ordinary Shares are sold at a premium to the Issue Price, the relevant Shareholders shall be entitled to such premium, subject to brokerage and exchange costs. No amount of less than £5 will be paid to such Shareholders.

13 E.2a Reasons for the offer, As part of the Restructuring completed on 10 December 2012 use of proceeds and the Company received an indemnity to pay restructuring fees estimated net amount of from UKCOL. Following the fire at Daw Mill in February 2013 proceeds UKCOL is unable to meet its obligations to the Company under that indemnity. In addition Mine Holdings is not in a position to honour its obligations in respect of the ongoing costs of the Company. HEPGL continues to pay its contribution to running costs in accordance with the terms of the Propco Shareholders’ Agreement. To enable the Company to settle the outstanding restructuring fees and other potential liabilities, the Facility was granted by Lloyds. This was on the basis that the Company would carry out an equity fundraising to repay the Facility, as well as on the basis of a guarantee to Lloyds from the Company’s largest shareholder, the Peel Group. Peel also agreed, subject to certain conditions, to underwrite (or procure the underwriting of) such equity fundraising. Accordingly the purpose of the Rights Issue, which has been fully underwritten by Peel (subject to certain conditions), is to repay the Facility and any surplus will provide additional working capital for the Company. The Rights Issue is expected to raise approximately £6.0 million (in gross proceeds), and will substantially strengthen the Company’s financial position. The Board believes the Rights Issue will result in immediate and long-term benefits. Use of Proceeds It is currently expected that the net proceeds of the Rights Issue of approximately £5.0 million will: . be used to fully repay the amount drawn down on the Facility; and . any surplus will provide additional working capital for the Company. In addition, a portion of the gross Rights Issue proceeds will be used to pay fees relating to the Rights Issue (approximately £1.0 million).

14 E.3 Terms and conditions of The Company is proposing to raise approximately £6.0 million the offer: (gross proceeds) by way of the Rights Issue. The Rights Issue is fully underwritten (subject to certain conditions) pursuant to the Underwriting Agreement. The price at which Qualifying Shareholders of the Company will be invited to subscribe for New Ordinary Shares (the ‘‘Issue Price’’) will be 2 pence, which, respectively represents a 36.00 per cent. discount to the theoretical ex-rights price of an Ordinary Share on the register of members of the Company maintained in the United Kingdom. Under the Rights Issue, the New Ordinary Shares will be offered by way of rights to all Qualifying Shareholders (save that, subject to certain exceptions, Shareholders with a registered address, resident, or otherwise believed to be in any Excluded Territory will not be entitled to participate in the Rights Issue.) The Rights Issue is conditional upon: (a) the approval of the Resolutions at the General Meeting; (b) Admission becoming effective by not later than 8.00 a.m. (London time) on 28 August 2013 (or such later time and/ or date as the parties to the Underwriting Agreement may agree, but provided that the Acceptance Date does not fall later than 31 October 2013); and (c) the Underwriting Agreement having become unconditional in all respects, save for the condition relating to Admission and not having been terminated in accordance with its terms. E.4 Interests material to the Other than Steven Underwood, none of the Directors or the issue/offer, including Senior Manager has any potential conflicts of interests between conflicting interests: their duties to Coalfield Resources and their private interests or other duties to third parties. Steven Underwood is a director of certain companies within the Peel Group, the Company’s largest shareholder being a member of the Peel Group and Peel also being the underwriter of the Rights Issue pursuant to the Underwriting Agreement. In practice, the Company manages such conflicts by ensuring that conflicts or potential conflicts are considered and declared at each board meeting, and it will be determined having regard to the facts whether any conflicted director can participate in the matters under discussion. The relationship between the Company and Peel will be regulated going forward by the Relationship Agreement. E.5 Name of person offering Coalfield Resources Plc to sell the securities: Lock-up agreement Not applicable. There are no lock-up agreements being entered details including the into. parties involved and indication of the period of the lock-up: E.6 Amount and percentage A shareholder who sells or otherwise elects not to take up its, of immediate dilution his or her Nil Paid Rights will experience 50 per cent. dilution resulting from the offer (i.e. its, his or her proportionate interest in the Company will drop by 50 per cent.). E.7 Estimated expenses Not applicable. No expenses will be charged to the investor by charged to the investor the Company in respect of the Rights Issue. by the Company

15 RISK FACTORS An investment in the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and/or the Provisional Allotment Letters is subject to a number of risks. Shareholders and prospective investors should carefully consider the following risks and uncertainties associated with an investment in the Company, the Group’s business and the industry and jurisdictions in which the Group operates, together with all the other information set out in this document and the documents incorporated herein by reference prior to making any investment decision in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or the Provisional Allotment Letters. The risks described below are based on information known as at the date of this document which the Board considers to be material, but may not be the only risks to which the Company is exposed. Additional risks and uncertainties, which are currently unknown to the Company or that the Company does not currently consider to be material, may materially affect the business of the Company and could have material adverse effects on the Company’s business, financial condition, operating or financial results or prospects. If any of the following or other risks were to occur, the Company’s business, financial condition, operating or financial results or prospects could be materially adversely affected and the value of the New Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights and/or the Provisional Allotment Letters could decline and investors could lose all or part of the value of their investment.

RISKS RELATED TO THE COMPANY 1. Absent net proceeds from the completion of the Rights Issue, the Company does not have sufficient working capital for its present requirements. If the Rights Issue does not take place, the Company is of the opinion that, the Group does not have sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document. To address present working capital requirements, on 31 May 2013, the Group entered into the Facility secured against, amongst other assets, its shareholding in HEPGL to enable it to meet, amongst other liabilities, its legacy professional costs associated with the Restructuring, which UKCOL have been unable to meet following the fire at Daw Mill colliery. The Facility is summarised at paragraph 12.2 of Part X below. The Group intends to use the net proceeds of the Rights Issue to repay the Facility and any surplus will be used to provide additional working capital for the Company. If the Rights Issue is not completed, an event of default may occur under the terms of the Facility, which would be likely to have a material adverse effect on the Company’s business and financial condition. Please refer to risk factor 2, below, for further detail.

2. If the Resolutions are not passed and if the Rights Issue is not completed, an event of default may occur under the terms of the Facility, which would be likely to have a material adverse effect on the Company’s business and ﬁnancial condition. If an event of default occurs under the Facility, Lloyds would have the right to declare all monies due under the Facility due and payable, to declare those monies payable on demand and exercise its rights under security granted to Lloyds over certain assets of the Company. Further, if the Rights Issue is not completed then the Company is unlikely to be able to repay the Facility when it becomes due in May 2014. If a demand is made by the Lender on Peel pursuant to the guarantee and Peel makes a payment to the Lender in order to satisfy that demand, Peel would have the right to demand the sum it has paid to the Lender from the Company pursuant to a counter-indemnity which the Company has entered into in favour of Peel as further detailed in paragraph 12.2 of Part X of this document. If the Company is unable to satisfy a demand under this counter-indemnity, then the Company would need to consider its ﬁnancial position further though Peel would not obtain control of the Company solely by virtue of such guarantee and counter-indemnity arrangements. In such circumstances, Peel will also have the right to be subrogated to the Lender’s security and as such Peel will have the same rights as the Lender which includes the right to enforce the share charge in which circumstances Peel could transfer the shares the Company owns in HEPGL to either itself, its nominee or a third party purchaser. The Company would seek to repay its indebtedness by: a) Arranging a new bank facility; b) Selling in whole or in part its shareholding in HEPGL; and/or c) Soliciting a buyer for all or part of the Group.

16 Although these actions either singularly or in combination are potentially available to the Company, the outcome and timing of each lies outside of the full control of the Company and, as a result, the Directors cannot be conﬁdent that any will be successful or will be on terms as attractive as the Rights Issue for Shareholders. If the Company were to pursue (b) or (c), this could result in a material adverse change to the value of the Company or on the Company’s ability to operate its business. If the Company were to be unsuccessful in pursuing these alternative courses of action, the Directors would be obliged to cease operating the business of the Company, the consequences of which could include administration or receivership or liquidation or other insolvency proceedings. Accordingly, it is very important that Shareholders vote in favour of the Resolutions in order that the Rights Issue can proceed.

3. If the Company fails to meet its liabilities under the Facility, the Company could lose the beneﬁt of its shareholding in HEPGL, the Company’s principal investment. If an event of default occurs under the Facility, the Lender has the right to accelerate payment to be made on the Facility, make demand for the full amount owed and enforce its security (which would include the charge over the Company’s shareholding in HEPGL). If the Lender (or Peel pursuant to the counter-indemnity detailed above) enforces the share charge then the Lender (or Peel) can transfer the shares that the Company owns in HEPGL to either itself, its nominee or a third party purchaser. In such circumstances the Company would no longer beneﬁt from its shareholding in HEPGL. If the Resolutions are not passed and if the Rights Issue is not completed, an event of default may occur under the terms of the Facility.

4. The Company is a minority shareholder of HEPGL, which is its principal investment. The Company has only a 24.9% shareholding in HEPGL and as such does not have any control over this company. The Company does maintain significant influence over HEPGL through its shareholding and presence on the HEPGL Board. The ownership, and therefore intentions and control, of the remaining 75.1% shareholding are uncertain following the Mining Group July 2013 Restructuring. It is likely that the 75.1% shareholding in HEPGL owned by the Trustees of the IWMPS will be transferred to the PPF although as a continuing shareholder the Company would in such circumstances continue to benefit from the right to HEPGL board representation in accordance with the terms of the Propco Shareholders’ Agreement. The Company is seeking to enter into early discussions with the PPF to develop a strategy to maximise the value of this investment for both parties. The value of the Group’s investment in HEPGL is dependent upon the success of that company realising value from the development of its property holdings.

5. The Propco Shareholders’ Agreement and the Propco Articles contain Drag Along Rights. The Propco Shareholders’ Agreement and the Propco Articles contain drag along rights pursuant to which the Company may be required, by other holders of shares in HEPGL (‘‘the Drag Sellers’’) who propose to transfer a Controlling Interest (as defined in the Propco Shareholders’ Agreement) to a third party on bona fide arms length terms, to sell all of its shares in HEPGL to such third party on the same or equivalent terms as those agreed between the Drag Sellers and the third party purchaser. Under the terms of the Propco Shareholders’ Agreement and the Propco Articles, if the Pension Trustees or the Company wish to transfer any of their shares in HEPGL to a third party purchaser, they must first grant the other party a right of first offer before selling such shares to a third party purchaser. If the Pension Trustees subsequently seek to transfer a Controlling Interest in HEPGL to a third party purchaser the Company is also granted a right to match the highest price submitted by a third party purchaser. If the Company does not or cannot purchase the shares representing a Controlling Interest in HEPGL pursuant to its right of first offer or its matching right within the required timescale and the Pension Trustees subsequently sell such a Controlling Interest to a third party purchaser, the Pension Trustees may insist that the Company also sells its entire shareholding to such third party purchaser on the same terms pursuant to the drag along provisions summarised above. Consequently, the drag provisions may not give the Company sufficient time to maximise the value of its HEGPL shareholding for Shareholders.

17 Given the Company’s current ﬁnancial position, it is unlikely it will be in a position to match the highest price submitted by a third party purchaser to acquire a Controlling Interest in HEPGL, and will thus be most likely be forced to sell its interest to a third party purchaser under the Propco Shareholders’ Agreement. Thus, in circumstances where the Drag Along Rights are exercised, the structure of the Company will fundamentally alter as it will have sold its major asset, and its key revenue stream from both dividends and recharged expenses.

6. The Company’s investment in HEPGL shares is exposed to liquidity risk and it may be difﬁcult to realise cash from that investment. The Company’s main investment is in HEPGL whose shares are not listed. As such the Company may have difﬁculty realising cash quickly if it ran out of funds to meet its obligations.

7. The Company has an agreement which provides, subject to certain limitations, for funding of its running costs until December 2016 from HEPGL. There is no certainty of funding for these costs from January 2017. The Propco Shareholders’ Agreement with the Pension Trustees provides for the running costs of the Company to be met by HEPGL by way of indemnity until 31 December 2014, and also for HEPGL to indemnify Coalfield Resources for the employment costs of its executive team up to certain capped amounts for an open ended period. For the calendar years 2015 and 2016, the Propco Shareholders’ Agreement provides that Coalfield Resources may request loans from HEPGL fo fund Coalfield Resources’ running costs. If such loans are advanced, dividends payable by HEPGL to Coalfield Resources equal to an amount of such loans shall be directed to the Pension Trustees. Therefore, in the event that the Company has to take such loans from HEPGL from 1 January 2015 to fund its running costs, there will be an impact on the dividends that Coalfield Resources will receive from HEPGL, its principal investment, as dividends equal to an amount of such loans will be directed to the Pension Trustees so such cash will not be received by the Company. Further, following 31 December 2016, there is no right for Coalfield Resources to request loans from HEPGL to fund its running costs. From 1 January 2017, the Company will therefore be required to fund ongoing running costs of approximately £500,000 per annum from cash reserves or from dividends received from its investment in HEPGL. The employments costs of Coalfield Resources’ executive team will continue to be met under the agreement with HEPGL.

8. The Company’s success depends on retaining a suitably experienced management team. The Company’s future success is substantially dependent on the continued services and performance of its Directors and the Senior Manager and its ability to continue to attract and retain highly skilled and qualiﬁed personnel. Although measures are in place to reward and retain key individuals and to protect the Company from the impact of excessive staff turnover, the Directors cannot give assurances that the Directors and the Senior Manager will continue to remain with the Company. Furthermore, in the event of the death or disability of any of the Directors and the Senior Manager, no ‘‘key-man’’ insurance is in place to protect the Company from this loss. The loss of the services of the Directors and the Senior Manager could materially adversely affect the Company’s business, ﬁnancial condition or results of operations.

9. Characteristics of and changes in the tax systems in the United Kingdom could materially adversely affect the Company’s business, ﬁnancial condition and results of operations. Tax rules and their interpretation may change. Any change in any member of the Group’s tax status or to taxation legislation or its interpretation may affect the Company’s ability to provide returns to Shareholders or may alter the post-tax returns to Shareholders. Taxation changes which affect Harworth Estates Group may also impact the value of the Company’s investment in HEPGL.

10. The Company is exposed to interest rate ﬂuctuations. The Company does not currently hedge its obligations under the Facility and therefore is exposed to movements in interest rates. However, given the short-term nature of the Facility the Company does not see that interest rate movements will have a materially adverse effect on the Company’s ﬁnancial position.

18 11. The Company may be subject to liabilities if the pensions indemnity is not honoured. The Company has a liability for the Blenkinsopp section of IWMPS following the sale of Blenkinsopp Collieries Limited by the Company in 1998 and its subsequent liquidation. The liability of the Company to make contributions from time to time under the schedule of contributions in accordance with the IWMPS trust deed and rules was, following the Restructuring, indemnified by UKCOL. Should this indemnity not be honoured then the ongoing contributions, which are currently approximately £0.2 million per annum, would need to be funded by the Company. The scheme had an IAS 19 deficit of £0.7 million at 29 December 2012. The last actuarial valuation undertaken as at 31 December 2009, which was signed off in November 2011, showed an estimated past service deficit of £2,674,000. Although there has not been any subsequent actuarial valuation, the Directors believe that the deficit under this scheme is likely to have increased to approximately £3.1 million as at 31 December 2011. Pursuant to the Mining Group July 2013 Restructuring, this uncapped indemnity was novated to UK Coal Production. Additionally a new guarantee was entered into under which HEMPL, guarantees the obligations of an amount up to £3.1 million. HEMPL is a company in the Harworth Estates Group. It owns the deep mines operated by UK Coal Production. Further, the Company retains capped charges over certain operating deep mines land against this liability but there is no guarantee that these assets would cover the liability, and the amount recoverable under such security is limited to the cap of £3.1 million, being the maximum amount recoverable under the guarantee from HEMPL.

RISKS RELATED TO REAL ESTATE MARKET CONDITIONS

1. The Company’s performance, including the current or future value of its assets, will depend on general real estate market conditions that affect its investment in HEPGL, the parent company of the Harworth Estates Group. Lack of demand for land and new properties. The sale of remediated brownﬁeld land to housebuilders and commercial developers is an important source of revenue for Harworth Estates Group and the winning of residential and commercial planning consents is an important source of valuation uplifts for Harworth Estates Group. In the event that: (i) the market for residential and commercial land and/or residential and commercial property is not functioning properly; (ii) there is a decline in market values; and/or (iii) there is a decline in the availability and/or an increase in the cost of credit for residential and commercial buyers, this could have an adverse impact on the Harworth Estates Group’s, results of operations, ﬁnancial condition and/or prospects, which may then in turn have a negative impact on the Company in terms of the value of its investment in HEPGL.

Planning risk. Harworth Estates Group’s continued progress with its projects for future delivery is dependent on the continued success of its applications for planning permission. Current or future planning applications may not result in full planning permission and planning permissions, if granted, may be on unduly onerous terms. Failure to obtain such permissions may reduce the speed at which Harworth Estates Group can implement its strategy, which may have an adverse impact on its business, results of operations, financial condition and/or prospects of HEPGL, which may in turn have a negative impact on the Company’s investment in HEPGL. Further, Harworth Estates Group’s development operations are contingent upon an effectively functioning planning system. Changes in law or policy affecting planning, infrastructure or environmental (including waste disposal) issues could adversely affect the timing or costs associated with development opportunities. In addition, new developments can also be subject to financial and other obligations for public improvements which can be substantial. Laws and regulations relating to the protection of the environment and sustainable building can also cause delays and increased costs. There is a risk that if national or local planning policy changes and becomes more restrictive, there may be an impact upon the development opportunities for Harworth Estates Group’s existing and future landbank or upon its ability to obtain planning permissions in the timescales required. Laws and regulations may change in ways that may have an adverse effect on HEPGL’s business, results of operations, financial condition and/or prospects and which may therefore in turn have a negative impact on the Company’s investment in HEPGL.

19 Property valuation movements and liquidity. Properties, including those in which Harworth Estates Group has invested, or may invest in the future, can be relatively illiquid investments. This lack of liquidity may affect Harworth Estates Group’s ability to realise its valuation gains, vary its portfolio or dispose of or liquidate part of its portfolio in a timely fashion and at satisfactory prices in response to changes in economic, real estate market or other conditions. A decline in the value of Harworth Estates Group’s property assets may limit or reduce the level of return on the Company’s investment in HEPGL, which in turn could have an adverse effect on the Company’s business, results of operations, financial condition and/or prospects. The valuation of property is subject to uncertainty and cash generated on disposal may be different from the value of assets previously carried on Harworth Estates Group’s balance sheet. Valuations of properties, when made, may not reflect the actual sale prices even where those sales occur shortly after the valuation date. This may mean that the value ascribed by Harworth Estates Group to the properties held by it may not reflect the value realised on sale, and that the returns generated by Harworth Estates Group on disposals of properties may be less than anticipated. In addition, the value of Harworth Estates Group’s property portfolio may fluctuate as a result of factors such as changes in regulatory requirements and applicable laws (including taxation and planning), political conditions, the condition of financial markets, interest and inflation fluctuations. Each of these factors may have an adverse effect on the Company’s business, result of operations, financial condition and/or prospects as a result of its investment in HEPGL.

RISKS RELATED TO THE RIGHTS ISSUE AND THE SHARES 1. If the Whitewash Resolution is not passed, the Rights Issue cannot proceed. The Rights Issue and the Underwriting Agreement gives rise to certain considerations under the City Code. Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer to the shareholders of that company to acquire their shares. Further, when any person individually, or a group of persons acting in concert, already holds interests in securities which carry between 30 and 50 per cent. of the voting rights of a company which is subject to the City Code, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares. If the Peel Group subscribes for the New Ordinary Shares pursuant to the Rights Issue and/or the Underwriting Agreement, and in doing so it increases its shareholding above 30 per cent. it would trigger a Rule 9 Offer. The Directors have proposed the Whitewash Resolution in order to prevent a Rule 9 Offer being triggered. If the Whitewash Resolution is not approved then the Rights Issue cannot take place, and this may delay or prevent the Group from raising the necessary funds which may in turn lead to an event of default under the Facility and in such circumstances, any amounts due under the Facility will become repayable.

2. The Peel Group could gain control of the Company pursuant to the Underwriting Agreement, at a price below that which it would have to pay to gain control of the Company via an offer. In the event that the Rights Issue proceeds, and there is insufﬁcient take-up of the Nil Paid Rights, the Peel Group could gain control of the Company by taking up the remaining Rights under the Underwriting Agreement. In this instance, the Peel Group would pay the Issue Price for these Ordinary Shares which may be less than the price Peel would have had to pay had it acquired such Ordinary Shares in the market. If the Peel Group were to make an offer for the Company it may have had to pay a premium for those Ordinary Shares in order to secure a controlling interest.

3. The Rights Issue proceeds and the Peel Group has to take up a signiﬁcant portion or all of the Ordinary Shares pursuant to the Underwriting Agreement. In the event that the Rights Issue proceeds, and there is insufﬁcient take-up of the Nil Paid Rights, the Peel Group’s shareholding in the Company may increase up to 64.70% pursuant to the Underwriting Agreement and up to 56.74% if the Committed Shareholders take up their entitlements pursuant to the irrevocable undertakings. Existing shareholders could thus be minority shareholders in a Company in which the Peel Group could be deemed to have control. Furthermore, if the Peel Group has a

20 shareholding greater than 50 per cent., then under the City Code, the Peel Group could increase its shareholding without being subject to the Rule 9 mandatory bid obligations as summarised above.

4. The Company’s share price will fluctuate and may decline as a result of a number of factors, some of which are outside of the Company’s control. The market price of the New Ordinary Shares could be volatile and subject to significant fluctuations due to a variety of factors, some of which do not relate to the Company’s financial performance, including changes in general market conditions, the general performance of the LSE, changes in sentiment in the market regarding the New Ordinary Shares (or similar securities), regulatory changes affecting the Company’s operations, variations in the Company’s operating results, business developments relating to the Company or its competitors, the operating and share price performance of other companies in the industries and markets in which the Company operates, or speculation about the Company’s business in the press, media or the investment community. Furthermore, the Company’s operating results and prospects from time to time may be below the expectations of market analysts and investors, which could result in a significant decline in the market price of the New Ordinary Shares. For all or any of the above reasons, the market price of the New Ordinary Shares may decrease or increase and investors may, in the event of share price decreases, not recover their investment.

5. An active trading market in the Nil Paid Rights and/or Fully Paid Rights may not develop and there may be volatility in the trading price of the Nil Paid Rights and/or Fully Paid Rights. An active trading market in the Nil Paid Rights and/or Fully Paid Rights may not develop on the London Stock Exchange (the only exchange on which the Nil Paid Rights and Fully Paid Rights will be traded) since the Nil Paid Rights and Fully Paid Rights will have a lower value than the Ordinary Shares and will only have a limited trading life. In addition, because the trading price of the Nil Paid Rights and Fully Paid Rights depends on the trading price of the Ordinary Shares, the price of the Nil Paid Rights and Fully Paid Rights will be subject to the same risks as the price of Ordinary Shares and any volatility in the price of the Ordinary Shares may increase volatility in the trading price of the Nil Paid Rights and Fully Paid Rights.

6. Shareholders in certain jurisdictions outside the UK may not be able to take up the New Ordinary Shares in the Rights Issue. While the Rights Issue is in general terms a pre-emptive offering, securities laws of certain jurisdictions may restrict the Company’s ability to allow participation by certain Shareholders in such jurisdictions in the Rights Issue or any future issue of shares carried out by the Company. Qualifying Shareholders who have a registered address in or who are resident in countries other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents, or need to observe any other formalities to enable them to take up their Nil Paid Rights or to subscribe for New Ordinary Shares. Any Shareholder who is not entitled to participate in the Rights Issue will suffer dilution, as more fully described below.

7. The ability of Overseas Shareholders to bring enforcement actions or enforce judgments against Coalfield Resources or the Directors may be limited. The ability of an Overseas Shareholder to bring an action against Coalfield Resources may be limited under law. Coalfield Resources is a public limited company incorporated in England and Wales. The rights of holders of Ordinary Shares are governed by the laws of England and Wales and by the Articles. These rights differ from the rights of Shareholders in typical US corporations and some other non-UK corporations. An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. All of the Directors and executive officers are residents of the UK. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers within the Overseas Shareholder’s country of residence or to enforce against the Directors and executive officers judgments of courts of the Overseas Shareholder’s country of residence based on civil liabilities under that country’s securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Directors or executive officers who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts, may not impose civil liability on the Directors or executive officers in any original action based solely on foreign securities laws brought against Coalfield Resources or the Directors or the executive officers in a court of competent jurisdiction in England and Wales or other countries.

21 8. The implementation of the Rights Issue will result in the dilution of ownership of Existing Ordinary Shares for Qualifying Shareholders who do not take up their Rights under the Rights Issue. If Qualifying Shareholders do not take up the offer of New Ordinary Shares under the Rights Issue, their proportionate ownership and voting interests in the Company will be significantly reduced and the percentage of the enlarged share capital their Ordinary Shares will represent will accordingly be significantly reduced. Even if a Qualifying Shareholder elects to sell his or her unexercised Nil Paid Rights, the consideration he or she receives may not be sufficient to compensate him or her fully for the dilution of his or her percentage ownership of the Company’s share capital which results due to the Rights Issue. If a Qualifying Shareholder neither takes up the offer of New Ordinary Shares nor sells his or her unexercised Nil Paid Rights, Investec has agreed with the Company, as agent for the Company and after consulting with the Company and the Underwriter to use its reasonable endeavours to procure subscribers for the New Ordinary Shares. There is no assurance, however, that the procedure in respect of Rights not taken up as described in Part III ‘‘Terms and Conditions of the Rights Issue’’ of this document will be successful. Investec may not be able to procure subscribers at a price per New Ordinary Share that exceeds the total of the Issue Price and associated expenses. Even if subscribers are procured for the New Ordinary Shares by Investec, the consideration (if any) Qualifying Shareholders receive may not be sufficient to compensate them fully for the dilution of their percentage ownership of the Company’s share capital that may be caused as a result of the Rights Issue.

9. The Company’s ability to pay dividends and effect returns of capital in the future is uncertain. The ability of Coalfield Resources to pay dividends on the Ordinary Shares and effect certain returns of capital is dependent upon, among other things, it having sufficient cash resources and, where necessary, sufficient distributable reserves out of which any proposed dividend may be paid. The Company can give no assurances that it will be able to pay a dividend or make any other return of capital on the Ordinary Shares in the future (whether in cash or another form). The dividend policy of the Company is set out at section 7 of Part I of this document.

22 EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN THE UNITED KINGDOM

Each of the times and dates in the table below is indicative only and may be subject to change. Announcement of the Rights Issue 7 August 2013 Publication and despatch of this document and Form of Proxy 7 August 2013 Record date for entitlement under the Rights Issue for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders Close of business on 22 August 2013 Latest time and date for receipt of forms of proxy 10.00 a.m. on 25 August 2013 General Meeting 10:00 a.m. on 27 August 2013 Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only)(1) 27 August 2013 Start of subscription period 8.00 a.m. on 28 August 2013 Admission/Dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange 8:00 a.m. on 28 August 2013 Existing Shares marked ‘‘ex’’ by the London Stock Exchange 8:00 a.m. on 28 August 2013 Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only)(1) 8:00 a.m. on 28 August 2013 Nil Paid Rights and Fully Paid Rights enabled in CREST 8:00 a.m. on 28 August 2013 Recommended latest time and date for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form) 4:30 p.m. on 5 September 2013 Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form) 3:00 p.m. on 6 September 2013 Latest time and date for splitting Provisional Allotment Letters, nil or fully paid 3:00 p.m. on 9 September 2013 Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters 11:00 a.m. on 11 September 2013 Results of the Rights Issue announced(2) 8:00 a.m. on 12 September 2013 Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange 8:00 a.m. on 12 September 2013 New Ordinary Shares credited to CREST stock accounts 8:00 a.m. on 12 September 2013 Despatch of definitive share certificates for the New Ordinary Shares in certificated form By no later than 19 September 2013

Notes: (1) The Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses outside the United Kingdom, details of which are set out in Part III ‘‘Terms and Conditions to the Rights Issue’’ of this document. (2) The results of the Rights Issue will be announced by way of a RIS announcement at 8:00 a.m. (London time) on 12 September 2013. (3) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document are indicative only and may be adjusted by Coalfield Resources in consultation with the Underwriter, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders by way of a RIS announcement. (4) References to times in this timetable are to London time. (5) If you have any queries on the procedure for acceptance and payment, you should contact the UK Shareholder Helpline on 0871 384 2833 (from inside the United Kingdom) or +44 121 415 0285 (from outside the United Kingdom). This Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except bank holidays). Calls to the UK Shareholder Helpline cost 8 pence per minute, excluding VAT plus network extras. Calls to the UK Shareholder Helpline from outside the United Kingdom will be charged at the applicable rates. Please note that for legal reasons, the UK Shareholder Helpline is only able to provide information contained in this document and information relating to Coalfield Resources’ register of members and is unable to give advice on the merits of the Rights Issue, or provide legal, financial, tax or investment advice.

23 RIGHTS ISSUE STATISTICS Price per New Ordinary Share 2 pence 1 New Ordinary Share for every Basis of Rights Issue 1 Existing Ordinary Share Number of Ordinary Shares in issue at the date of this document(1) 299,298,160 Number of New Ordinary Shares to be issued by Coalfield Resources(2) 299,298,160 Number of Ordinary Shares in issue immediately following completion of the Rights Issue(1)(2) 598,596,320 New Ordinary Shares as a percentage of enlarged issued share capital of Coalfield Resources immediately following completion of the Rights Issue(1)(2) 50% Estimated net proceeds receivable by Coalfield Resources after expenses approximately £5.0 million Estimated expenses of the Rights Issue £1.0 million

Notes: (1) No Ordinary Shares are held in treasury. (2) On the basis that no further Ordinary Shares are issued as a result of the exercise or vesting of any awards under the Coalﬁeld Resources Share Incentive Arrangements between the announcement of the Rights Issue and the completion of the Rights Issue.

24 IMPORTANT INFORMATION

Financial information Unless otherwise indicated, financial information for the Company in this document has been prepared in accordance with IFRS and is presented in Sterling. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in the applicable Financial Statements. Investors should ensure that they read the whole of this document and the documents incorporated by reference herein and should not rely solely on key information or information summarised within it. In addition, and unless stated otherwise, all trading information included in this document not extracted from the documents incorporated by reference is derived from the unaudited management accounts or internal financial reporting systems supporting the preparation of financial statements for the relevant periods. These management accounts and internal financial reporting systems are prepared using information derived from accounting records used in the preparation of the Company’s financial statements, but may also include certain other management assumptions and analyses. None of the financial information included or incorporated by reference herein was prepared in accordance with generally accepted accounting principles in the United States or audited in accordance with auditing standards generally accepted in the United States or auditing standards of the Public Company Accounting Oversight Board (United States). No opinion or any other assurance with regard to any financial information was expressed under US GAAP, US GAAS or PCAOB Standards. Certain numerical figures set out in this document, including financial data presented in millions or thousands, have been subject to rounding adjustments and, as a result, the totals of the data in this document may vary slightly from the actual arithmetic totals of such information.

Sourcing of information Certain information in this document has been sourced from third parties. Where information in this document has been sourced from third parties, the source of such information has been clearly stated adjacent to the reproduced information. All information contained in this document which has been sourced from third parties has been accurately reproduced and, as far as Coalfield Resources is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Unless otherwise indicated, all sources for industry data and statistics are estimates or forecasts contained in or derived from internal or industry sources that Coalfield Resources believes to be reliable. Market data used throughout this document was obtained from independent experts, independent industry publications and other publicly available information. Although the Company believes that these sources are reliable, it has not independently verified and does not guarantee the accuracy and completeness of this information. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this document should be viewed with caution and no representation or warranty is given by any person as to their accuracy.

No incorporation of website information Coalfield Resources’ website is www.coalfieldresources.com and this document is available on that website. The information on that website, any website mentioned in this document or any website directly or indirectly linked to these websites has not been verified and does not form part of this

25 document and investors should not rely on it, other than the information incorporated by reference into this document, which will be made available on Coalﬁeld Resources’ website.

Currencies and exchange rates In this document, references to ‘‘sterling’’ or ‘‘£’’ or ‘‘GBP’’ are to the currency of the United Kingdom.

Forward-looking statements This document includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, statements other than statements of historical facts contained in this document, including, without limitation, those regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s future financial condition and performance, results of operations and financial resources, the Company’s strategy, plans, objectives, prospects, growth, goals and targets, future developments in the industry and markets in which the Company participates or is seeking to participate, and anticipated regulatory changes in the industry and markets in which the Company operates. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘‘aim’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘continue’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘forecast’’, ‘‘guidance’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘project’’, ‘‘should’’ or ‘‘will’’ or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements are subject to known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Shareholders and potential investors are cautioned that forward-looking statements are not guarantees of future performance and that the Company’s actual financial condition, results of operations and distributions to shareholders and the development of its financing strategies, and the development of the industry in which the Company operates, may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the Company’s financial condition, results of operations and distributions to shareholders and the development of its financing strategies, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Important risks, uncertainties and other factors that could cause these differences include, but are not limited to, the risks described in the section of this document entitled ‘‘Risk Factors’’. Forward-looking statements should, therefore, be construed in light of the factors identified in the ‘‘Risk Factors’’ section of this document. Undue reliance should not be placed on these forward-looking statements. These forward-looking statements are made as at the date of this document and are not intended to give any assurance as to future results. The Company will update this document as required by applicable law, including the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward- looking statement, whether as a result of new information, future developments or otherwise. You are advised to read this document and the information incorporated by reference into this document in their entirety, and, in particular, the ‘‘Summary’’ section, the ‘‘Risk Factors’’ section, Part IV ‘‘Description of the Coalfield Resources Group’’ and Part V ‘‘Operating and Financial Review’’ for a further discussion of the factors that could affect the Company’s future performance and the industries and markets in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this document and/or the information incorporated by reference into this document may or may not occur. Investors should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital.

Notice to European Economic Area investors In relation to each Relevant Member State, an offer to the public of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: a) to any legal entity which is a qualiﬁed investor as deﬁned under the Prospectus Directive;

26 b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural legal persons (other than qualified investors as defined in the Prospective Directive), subject to obtaining the prior consent of Investec, or c) in any other circumstances falling with Article 3(2) of the Prospectus Directive, provided that no such offer of New Ordinary Shares, Nil Paid Rights or Fully Paid Rights shall result in a requirement for the Company or Investec to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially acquires any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights or to whom any offer is made will be deemed to have represented, warranted and agreed to and with Investec and with the Company that it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression an offer to the public in relation to any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Offer and any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to be offered so as to enable an investor to decide to purchase any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights, as the same may be varied for that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. In the case of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the New Ordinary Shares, Nil Paid Rights and Fully Paid Rights acquired by it in the Rights Issue have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to persons in circumstances which may give rise to an offer of any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Company and Investec has been obtained to each such proposed offer or resale. Each of the Company and Investec and their respective affiliates, and others, will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person outside the UK who is not a qualified investor and who has notified the Company and Investec of such fact in writing may, with the consent of the Company and Investec, be permitted to subscribe for or purchase New Ordinary Shares, Nil Paid Rights or Fully Paid Rights in the Rights Issue.

Notice to investors in the United States of America Subject to certain exceptions, neither this document nor the Provisional Allotment Letters constitutes or will constitute or forms or will form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or acquire the New Ordinary Shares to any Shareholder with a registered address in, or who is located in, the United States. Subject to certain exceptions, if you are in the United States, you may not exercise your entitlement to acquire any New Ordinary Shares offered hereby. The New Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any State of the United States and, subject to certain exceptions, may not be offered or sold within the United States. Subject to certain exceptions, the New Ordinary Shares are being offered outside the United States only in reliance on Regulation S under the Securities Act. In addition, until 40 days after the commencement of the Rights Issue, any offer, sale or transfer of the New Ordinary Shares within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the Securities Act. Subject to certain exceptions, Provisional Allotment Letters are not being sent to, and Nil Paid Rights are not being credited to a stock account in CREST of, any Shareholder with a registered address in the United States. This document is being sent to such Shareholders for information purposes only and does not constitute an offer or invitation to apply for New Ordinary Shares. The Company reserves the right to treat as invalid any Provisional Allotment Letter that appears to the Company or its agents to have been executed in or despatched from the United States, or that provides an address in the United States for the acceptance of New Ordinary Shares, or which does not make the warranty set out in the Provisional Allotment Letter to the effect that the person accepting New Ordinary Shares does not have a registered address and is not otherwise located in the United States and is not acquiring New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New

27 Ordinary Shares in the United States or where the Company believes the offer, sale, resale, transfer, delivery or distribution of such New Ordinary Shares may infringe applicable legal or regulatory requirements. The Company will not be bound to allot or issue any New Ordinary Shares to any person with an address in, or who is otherwise located in, the United States in whose favour New Ordinary Shares may be transferred. In addition, the Company reserves the right to reject any MTM instruction sent by or on behalf of any CREST member with a registered address in the United States in respect of the New Ordinary Shares. Any payment made in respect of a Provisional Allotment Letter under any of these circumstances will be returned without interest. Any person in the United States who obtains a copy of this document should inform themselves about and observe any legal restrictions.

Excluded Territories No offer of New Ordinary Shares is being made by virtue of this document or the Provisional Allotment Letter into Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory. Qualifying Shareholders with registered addresses in any of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other Excluded Territory will not (subject, in certain cases, to certain exceptions) be sent a Provisional Allotment Letter or have their CREST accounts credited with Nil Paid Rights. Qualifying Shareholders in jurisdictions other than those speciﬁed above may, subject to the laws of their relevant jurisdiction, accept their rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letter. Qualifying Shareholders who have registered addresses in or who are resident or located in, or who are citizens of any country other than the United Kingdom should consult their appropriate professional advisers whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights or New Ordinary Shares. If you are in any doubt as to your eligibility to accept the offer of New Ordinary Shares or to deal with Nil Paid Rights or Fully Paid Rights, you should contact your appropriate professional adviser immediately.

Notice to all Shareholders Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering an investment in the New Ordinary Shares is prohibited. By accepting delivery of this document, each offeree of the New Ordinary Shares agrees to the foregoing. The distribution of this document and/or the Provisional Allotment Letters into jurisdictions other than the UK may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. For further information on the Excluded Territories please see Part III of this document.

Reference to time Unless otherwise stated, all references to time in this document are to the time in London, United Kingdom.

Defined terms Certain terms used in this document, including capitalised terms and certain technical and other terms, are defined and explained in the section headed ‘‘Definitions and Glossary’’ in Part XII of this document.

Information not contained in this document No person has been authorised to give any information or make any representation other than those contained in or incorporated by reference into this document and, if given or made, such information or representation must not be relied upon as having been authorised by the Company or Investec or any other person. Subject to the requirements of the Prospectus Rules, neither the delivery of this document nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the

28 information in or incorporated by reference into this document is correct as of any time subsequent to the date hereof. Recipients of this document acknowledge that: (i) they have not relied on Investec or any person afﬁliated with it in connection with any investigation of the accuracy of any information contained in or incorporated by reference into this document or their investment decision; and (ii) they have relied only on the information contained in or incorporated by reference into this document, and that no person has been authorised to give any information or to make any representation concerning the Company, or the New Ordinary Shares, Nil Paid Rights or Fully Paid Rights (other than as contained in or incorporated by reference into this document) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or Investec.

WHERE TO FIND HELP Part II of this document ‘‘Questions and Answers on the Rights Issue’’ answers some of the questions most often asked by shareholders about rights issues. If you have further questions, please telephone the appropriate Shareholder Helpline on the numbers set out below. The Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except bank and other public holidays) and will remain open until 4 October 2013.

Shareholder Helpline

0871 384 2833 (from inside the United Kingdom)

or +44 121 415 0285 (from outside the United Kingdom)

Please note that, for legal reasons, the Shareholder Helpline are only able to provide information contained in this document and information relating to Coalﬁeld Resources Plc’s register of members and are unable to give advice on the merits of the Rights Issue, or provide legal, ﬁnancial, tax or investment advice. Calls to the Shareholder Helpline 0871 384 2833 number are charged at 8 pence per minute (excluding VAT) plus network extras. Calls to the Shareholder Helpline +44 121 415 0285 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.

29 DIRECTORS, REGISTERED OFFICE AND ADVISERS

Directors: Jonson Cox (Chairman) Lisa Clement (Independent Non-Executive Director) Jeremy Hague (Finance Director) Peter Hickson (Independent Non-Executive Director) Steven Underwood (Non-Executive Director) Registered ofﬁce: Coalﬁeld Resources Plc Harworth Park Blyth Road Harworth Doncaster South Yorkshire DN11 8DB Financial Adviser & Broker: Investec Bank plc 2 Gresham Street London EC2V 7QP Legal Adviser to the Company: Eversheds LLP Bridgewater Place Water Lane Leeds LS11 5DR Auditor and PricewaterhouseCoopers LLP Reporting Accountants: Benson House 33 Wellington Street Leeds LS1 4JP Registrars and Receiving Agent: Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA Property Valuers: Smiths Gore 17-18 Old Bond Street London W1S 4PT

30 PART I – LETTER FROM THE CHAIRMAN OF COALFIELD RESOURCES

Jonson Cox – Chairman Coalﬁeld Lisa Clement – Independent Non-Executive Director Resources Plc Jeremy Hague – Finance Director Harworth Park Peter Hickson – Independent Non-Executive Director Blyth Road Steven Underwood – Non-Executive Director Harworth Doncaster South Yorkshire DN11 8DB 7 August 2013 To all Shareholders and, for information only, to the participants in the Coalﬁeld Resources Share Incentive Arrangements

Dear Shareholder,

1 FOR 1 RIGHTS ISSUE OF 299,298,160 NEW ORDINARY SHARES AT 2 PENCE PER NEW ORDINARY SHARE, RULE 9 WAIVER AND NOTICE OF GENERAL MEETING

1. INTRODUCTION On 7 August 2013, Coalfield Resources announced that it proposes to raise approximately £6.0 million in gross proceeds by way of a Rights Issue that is intended to strengthen the Company’s financial position and significantly reduce its net indebtedness. The Rights Issue, which is conditional on Shareholder approval, amongst other things (as described more fully in paragraph 8 of this Part I), will be made to all Qualifying Shareholders (save for, subject to certain exceptions, Qualifying Shareholders who are resident or located in any Excluded Territory) on the terms set out in this document and will be on the basis of 1 New Ordinary Share at 2 pence per New Ordinary Share, for every 1 Existing Ordinary Share held on the relevant Record Date by Qualifying Shareholders. The Rights Issue will involve the issue of 299,298,160 New Ordinary Shares, representing approximately 50 per cent. of the Company’s share capital in issue as at the date of announcement of the Rights Issue. The Issue Price of 2 pence per New Ordinary Share represents a 36.00 per cent. discount to the theoretical ex-Rights price based on the closing middle-market price of 4.25 pence per Ordinary Share, and a 52.94 per cent. discount to the closing middle-market price, in each case on 6 August 2013, the last business day prior to the date of announcement of the Rights Issue. The Rights Issue is being fully underwritten by Peel or a member of the Peel Group. The Committed Shareholders have irrevocably undertaken to take up Rights to New Ordinary Shares pursuant to the Rights Issue. In aggregate, these irrevocable undertakings are in respect of 134,700,424 New Ordinary Shares, representing approximately 45.01 per cent. of the New Ordinary Shares to be issued pursuant to the Rights Issue. The purpose of this document is to explain the background to and the reasons for the Rights Issue and to provide you with notice of the General Meeting to be held to consider and, if thought fit, pass the Resolutions. This document also explains why the Directors consider the Rights Issue to be in the best interests of the Company and Shareholders as a whole and why the Directors (or the Coalfield Resources Independent Directors in respect of the Whitewash Resolution) recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting on 27 August 2013 at 10.00 a.m. to facilitate the Rights Issue. The purpose of this letter is to give you the full details of the Rights Issue to ensure you have all relevant information prior to the General Meeting. It is important to note that the Rights Issue will not proceed unless all of the Resolutions are passed by Shareholders at the General Meeting. Shareholders should read the whole of this document, including the information incorporated by reference, and not just rely on the summarised information in this letter. 2. BACKGROUND TO AND REASONS FOR THE RIGHTS ISSUE 2.1 Introduction As part of the Restructuring completed on 10 December 2012 the Company received an indemnity to pay restructuring fees from UKCOL. Following the fire at Daw Mill in February 2013 UKCOL has recently

31 gone into administration followed by creditors voluntary liquidation, and is unable to meet its obligations to the Company under that indemnity. In addition Mine Holdings is now in a position where it is unable to honour its obligations in respect of the ongoing costs of the Company. HEPGL continues to pay its contribution to running costs as per its agreement. The Propco Shareholders’ Agreement (as varied) provides a mechanism by which the Harworth Estates Group will now meet, subject to limitations, the Company’s ongoing running costs until 31 December 2016 and the employment costs of its executive team without limit in time. To enable the Company to settle the outstanding restructuring fees a new £5 million facility was granted by Lloyds. This was on the basis that the Company would carry out an equity fundraising to repay the Facility, as well as on the basis of a guarantee to Lloyds from the Company’s largest shareholder, the Peel Group. Peel also agreed to underwrite (or procure the underwriting of by a member of the Peel Group) such equity fundraising. Accordingly the purpose of the Rights Issue, which has been fully underwritten by Peel (subject to certain conditions), is to repay the Facility and any surplus will provide additional working capital for the Company.

2.1.1 Background information Following the Restructuring in December 2012, the Group’s principal active investment is in the property development and investment company HEPGL (which is the parent company of the Harworth Estates Group), in which it has a 24.9 per cent. stake with a book value at 29 December 2012 of £50.3 million. The Directors believe that no material change has occurred to the value of the Company’s investment in HEPGL since 29 December 2012, being the date of the last published financial information of the Group. Harworth Estates Group owns and manages around 30,000 acres of land and other property in the UK and its portfolio had an asset value of £260.1 million as at 29 December 2012. The Company also retained a residual stake in Mine Holdings, which was the biggest producer of coal in the UK, which it valued at a nominal £1 given that Mine Holdings took over the full pension liabilities of the Company as part of the Restructuring. As such the Company did not expect any economic return from its stake in Mine Holdings and the Company’s sole business focus is on extracting value from the holding in Harworth Estates Group. The principal benefit to the Company of the Restructuring completed in December 2012 was effectively to separate the Company and Harworth Estates Group from any liabilities associated with the defined benefit pension schemes, where there was a deficit of around £450 million, and the significant operational challenges of ensuring the reliability and profitability of the mining business. This was achieved by a complex solvent restructuring that separated the assets and liabilities of the Company into three separate entities: the Company, HEPGL and Mine Holdings. The aforementioned pension liabilities and operational challenges of mining were ring-fenced within Mine Holdings. As part of the Restructuring, control of Harworth Estates Group was transferred to the Pension Trustees, who invested £30.0 million into the business. On 9 July 2013, the Mining Group announced a further restructuring. The Mining Group July 2013 Restructuring was brought about because Mine Holdings and its subsidiary UKCOL were insolvent. As part of the Mining Group July 2013 Restructuring, both companies entered administration. UKCOL has since moved into, and it is also anticipated that Mine Holdings will enter, creditors voluntary liquidation. Ultimately both companies will be dissolved. In view of the inability of UKCOL and Mine Holdings to honour their obligations, and their subsequent administration (and, in the case of UKCOL, creditors voluntary liquidation), referred to above, the Company has written off its £1 investment in Mine Holdings and fully provided for the amount due from Mine Holdings and UKCOL of £1.1 million relating to certain running and restructuring costs which had been invoiced to them but not settled. Coalfield Resources’ shareholding in Mine Holdings will cease to exist on dissolution of Mine Holdings. Additionally whilst Restructuring fees were provided for in the results to 29 December 2012 it is anticipated a further provision of approximately £0.6 million for Restructuring fees will be required in the six month period ending 29 June 2013. The Mining Group July 2013 Restructuring impacted on Coalfield Resources in its capacity as both shareholder in Mine Holdings and counterparty to certain contractual arrangements with members of the Mining Group. The majority of the business, assets and liabilities of UKCOL and certain of its subsidiaries were hived down to a sub-group of companies (the ‘‘Mining Sub-Group’’). As part of that hive down, (i) certain obligations owed by UKCOL to Coalfield Resources were transferred to the Mining Sub-Group, (ii) the original security for certain of those obligations was released and retaken following the hive down, (iii) Coalfield Resources assigned the benefit of certain

32 trademarks and domain names relating to the former mining business to the Mining Sub-Group and (iv) Coalfield Resources novated the benefit and burden of an employer’s and public liability insurance policy to the Mining Sub-Group. Coalfield Resources also agreed with HEPGL that HEPGL will fund, subject to certain limitations, certain of Coalfield Resources’ ongoing running costs up to 31 December 2016 subject to certain limits and restrictions and the employment costs of the Coalfield Resources executive team (subject to certain agreed caps) without limit in time. The material contracts that were entered into as part of or impacted by the Mining Group July 2013 Restructuring are further commented on at paragraph 12 of Part X of this document. Pursuant to the Restructuring, the Company entered into a Put and Call Option with Mine Holdings relating to the Company’s subsidiary, HICL, as more particularly described at paragraph 12.6 of Part X. Under the terms of the Put and Call Option, the Company can require Mine Holdings to acquire its shareholding in HICL or Mine Holdings can require the Company to transfer to it its shareholding in HICL. Notwithstanding Mine Holdings entering into administration on 9 July 2013, Mine Holdings retains the benefit of the Put and Call Option. It is currently intended that there will be a transfer to a third party of the insurance business carried on by HICL, following completion of which it is currently expected that Mine Holdings will exercise the Put and Call Option and subject to and conditional upon regulatory approval pursuant to Part XII of FSMA unless the PRA has confirmed in writing beforehand that the need for such regulatory approval is no longer required, acquire the Company’s shareholding in HICL. Due to the insurance business being regulated by the PRA and FCA and the mechanics involved in a transfer, a third party transfer is likely to take some time to complete, and so the exercise of the option will not be immediate. The HICL assets and liabilities are held for resale, so there will be no impact on the Group’s income or net assets upon the exercise of the Put and Call Option. As the properties which are the subject of the valuation report contained in Part VIII are owned by HICL (or its direct subsidiary Harworth Properties Limited), on exercise of the Put and Call Option, such properties would no longer be assets of the Group. The Company currently operates as if its only active investment is its shareholding in HEPGL. The exercise of the Put and Call Option would not therefore have a material adverse impact upon the Company or create any additional risks for the Company.

2.1.2 Coalfield Resources’ actions to improve financial flexibility The Company had no bank borrowings or bank facilities immediately following the Restructuring completed on 10 December 2012. Due to UKCOL’s inability to meet UKCOL’s obligations as detailed above, on 31 May 2013 the Company took out the Facility. This made available sufficient funds to enable the Company to meet its liabilities as they fell due. The Facility terminates on 31 May 2014. In order to repay the Facility and provide sufficient funds for the Company to meet its liabilities as they fall due it is undertaking the Rights Issue to raise approximately £5.0 million net of expenses. The Company will not be in a position to repay the Facility without the net proceeds of the Rights Issue. Following completion of the Rights Issue the Company will repay the Facility in full and will return to being debt free. Given the nature of the Company and its income stream to fund its running costs, a debt-based capital structure is inappropriate and therefore an all equity capital structure is being sought. A summary of the major terms and conditions of the Facility can found in Part X – ‘‘Additional Information’’.

2.2 Harworth Estates Group The principal value in the Group now relates to its 24.9 per cent. stake in HEPGL. The property portfolio is largely of former coalfield land for development, and the intention is to seek long term value through development. Harworth Estates Group has six main divisions: Strategic Land, Major Development, Business Parks, Operations and recycling, legacy and Natural Resources. It has partnered with groups such as the Church Commissioners, Taylor Wimpey and St Modwen and has its own in-house team who are experts in the planning system with the aim of substantially increasing net asset value and generating sustainable long- term cashflows. Over the last two years, Harworth Estates Group carried out a successful sales programme which substantially reduced the bank debt of the Former Group. The sale of Harworth Power for £20.3 million in 2012 and continuing progress with schemes such as Waverley, the former Orgreave Colliery, strengthened the business. At Waverley, construction has begun on the first 250 of potentially 3,600 houses. Rolls-Royce, University of Sheffield and Boeing have buildings under construction on the site. Other notable recent successes have included the approval of the planning permission at the 120 acre

33 Rossington site near Doncaster and a lease to operate the Prince of Wales coal fines recovery project near Pontefract and a lease to operate a coal recovery and remediation scheme on its Rossington site pre- development.

2.3 Conclusion The Board remains confident of the longer-term potential of Coalfield Resources, with its principal investment in Harworth Estates Group’s high-potential asset base (through the Company’s shareholding in HEPGL), and its primary focus continues to be on preserving and enhancing value for all Shareholders. Against this background the Board has concluded that raising equity now, by way of the Rights Issue, is in the best interests of the Company and Shareholders as a whole. The Rights Issue is expected to raise approximately £6.0 million (in gross proceeds), and will substantially strengthen the Company’s financial position.

3. USE OF PROCEEDS It is currently expected that the net proceeds of the Rights Issue of approximately £5.0 million will: . be used to fully repay the amount drawn down on the Facility; and . any surplus will provide additional working capital for the Company. In addition, a portion of the gross Rights Issue proceeds will be used to pay fees relating to the Rights Issue (approximately £1.0 million).

4. WORKING CAPITAL The Company is of the opinion that, taking into account the net proceeds of the Rights Issue, the Company has sufﬁcient working capital for its present requirements, that is, for at least 12 months from the date of this document.

5. IMPORTANCE OF VOTE In connection with the Rights Issue, the Company has entered into an underwriting agreement with Peel dated 7 August 2013 (the ‘‘Underwriting Agreement’’), pursuant to which the Underwriter has undertaken, subject to certain conditions described more fully in paragraph 12.1 of Part X ‘‘Additional Information’’ of this document, to fully underwrite (or procure the underwriting of by a member of the Peel Group) the Rights Issue. The Underwriting Agreement gives the Directors a high degree of confidence that the Company will be able to raise at least £4,992,000 in net proceeds from the Rights Issue, which will enable the Facility to be repaid and any surplus will be used to provide additional working capital for the Company. If the Resolutions in the Notice of General Meeting are not approved, the Rights Issue will not proceed, an event of default may occur under the terms of the Facility and in such circumstances any amounts due under the Facility will become repayable. The Company could not immediately repay the Facility without the net proceeds from the Rights Issue. In certain circumstances, repayment would be due from the guarantor, Peel. If this occurred the Company would owe Peel any monies paid by them under the guarantee in respect of the Facility. If the Company is unable to repay such monies, Peel will have the right to be subrogated to the Lender’s security and as such will have the same rights as the Lender which include the right to enforce the share charge, in which circumstances Peel could transfer the shares which the Company owns in HEPGL to either itself, its nominee or a third party purchaser. In such circumstances the Company would no longer benefit from its shareholding in HEPGL. The Company would seek to repay its indebtedness by: (a) arranging a new bank facility; (b) selling in whole or in part its shareholding in HEPGL; and/or (c) soliciting a buyer for all or part of the Group. Although these actions either singularly or in combination are potentially available to the Company, the outcome and timing of each lies outside of the full control of the Company and, as a result, the Directors cannot be confident that any will be successful or will be on terms as attractive as the Rights Issue for

34 Shareholders. If the Company were to pursue (b) or (c), this could result in a material adverse change to the value of the Company or on the Company’s ability to operate its business. If the Company were to be unsuccessful in pursuing these alternative courses of action, the Directors would be obliged to cease operating the business of the Company, the consequences of which could include administration or receivership or liquidation or other insolvency proceedings. Accordingly, it is very important that Shareholders vote in favour of the Resolutions in order that the Rights Issue can proceed.

6. CURRENT TRADING AND PROSPECTS The Group now has no operational role but remains an active investor in HEPGL, which continues to perform well since the Restructuring. The combination of the immaturity, in planning terms, of the brownfield sites with their strong strategic location, including transport infrastructure, means that a considerable amount of value can be added by the work carried out in advancing them through the planning process. It is the Company’s strategy to achieve medium and long-term realisation of value from this investment. In addition, the majority interest in HEPGL, which will in due course be held by the PPF, may become available for sale and create an opportunity for the Company to assist with the orderly disposal of such stake, potentially consolidating its ownership and operational control of the business (subject to the requisite financing being available). 7. DIVIDEND POLICY Currently the Facility prohibits the distribution of dividend payments to Shareholders without the consent of Lloyds. Once the Facility is pre-paid or repaid, the Company will be able to pay dividends. Any dividends will be dependent on the performance of its investment in HEPGL and any dividends received from this investment. Whilst it is anticipated that HEPGL may be in a position during 2014 to arrange more flexible financing which may allow HEPGL to pay dividends whilst their bank facility remains drawn, unlike the present position, the Company would still not expect to receive a dividend from HEPGL in the short to medium term, as under the Propco Shareholders’ Agreement, the Pension Trustees are entitled to receive the first £5 million of dividends due to the Company. Therefore we do not expect any dividend to be paid by the Company in the short to medium term.

8. SUMMARY OF THE PRINCIPAL TERMS OF THE RIGHTS ISSUE The Rights Issue is intended to raise net proceeds of approximately £5.0 million. The Rights Issue is being fully underwritten (subject to certain conditions) by Peel or a member of the Peel Group. A summary of the material terms of the Underwriting Agreement is set out in paragraph 12.1 of Part X ‘‘Additional Information’’ of this document. Subject to the fulﬁlment of, amongst others, the conditions described below, the New Ordinary Shares will be offered for subscription to Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders resident or with registered addresses in any of the Excluded Territories) by way of Rights Issue at an Issue Price of 2 pence per New Ordinary Share, in respect of Qualifying Shareholders, payable in full on acceptance. The Rights Issue will be on the basis of:

35 Applications will be made for the New Ordinary Shares to be admitted to listing on the Standard Segment of the Ofﬁcial List and to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective and dealings will commence (nil paid) in the New Ordinary Shares at 8:00 a.m. (London time) on 28 August 2013. Any changes to the timetable of the Rights Issue will be announced by the Company in accordance with applicable rules in the United Kingdom. The Rights Issue is conditional upon: (a) the passing of the Resolutions by the Shareholders at the General Meeting; (b) Admission becoming effective by not later than 8.00 a.m. (London time) on 28 August 2013 (or such later time and/or date as the Company and Peel may agree, but provided that the Acceptance Date does not fall later than 31 October 2013); and (c) the Underwriting Agreement otherwise becoming unconditional in all respects, and not having been terminated in accordance with its terms prior to Admission. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all future dividends and other distributions declared, made or paid after the date of their issue. The Rights Issue will result in the issue of 299,298,160 New Ordinary Shares, which will form approximately 50 per cent. of the Shares in issue immediately following the Rights Issue. Further information on the Rights Issue, including the terms and conditions of the Rights Issue and the procedure for acceptance and payment and the procedure in respect of Rights not taken up is set out in Part III ‘‘Terms and Conditions of the Rights Issue’’ of this document and, where relevant, will be set out in the Provisional Allotment Letter.

9. WAIVER OF RULE 9 OF THE CITY CODE The Rights Issue and the Underwriting Agreement give rise to certain considerations under the City Code. Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer to the shareholders of that company to acquire their shares. Further, when any person individually, or a group of persons acting in concert, already holds interests in securities which carry between 30 and 50 per cent. of the voting rights of a company which is subject to the City Code, that person may not normally acquire further securities without making a general offer to the shareholders of that company to acquire their shares. The Panel has agreed, subject to the approval of the Independent Shareholders on a poll at the General Meeting, to waive the obligation for the Concert Party to make a general offer that might otherwise arise as a result of the subscription for the New Ordinary Shares pursuant to the Rights Issue and the Underwriting Agreement. Accordingly, the Whitewash Resolution is being proposed at the General Meeting and will be taken on a poll by the Independent Shareholders. Goodweather Holdings Limited and the Related Party Director (or the registered holders of their shares) will not vote in relation to the Whitewash Resolution. If the Resolutions are passed, the Rights Issue takes effect and pursuant to the Underwriting Agreement, Peel (or a member of the Peel Group) subscribes for the maximum number of New Ordinary Shares issued pursuant to the Rights Issue, the Peel Group will have a direct interest in more than 50 per cent. of the voting rights of the Company, and will be able to further increase its aggregate interest in the Company without incurring any obligation under Rule 9 of the City Code to make a general offer to all Shareholders to acquire their shares in the Company. Pursuant to the Underwriting Agreement the maximum controlling position of the Peel Group following the issue of the New Ordinary Shares pursuant to the Rights Issue is 64.57 per cent. of the Enlarged Issued Share Capital. Assuming the Committed Shareholders take up their entitlements pursuant to the irrevocable undertakings, the maximum shareholding of the Peel Group would be 56.64 per cent. of the Enlarged Issued Share Capital.

36 Peel has confirmed that as at the date of this Prospectus it does not have any intentions regarding the future business of, or strategic plans for, the Company, the locations of the Company’s places of business, the redeployment of the Company’s fixed assets or the continued employment of the employees of the Company and the Company’s subsidiaries, the management of the Company and the Company’s subsidiaries and the Company’s existing trading facilities following completion of the Rights Issue. Peel will enter into the Relationship Agreement with the Company to regulate its position as a Shareholder in the Company going forward (including in relation to proposing or voting in favour of any Shareholder Resolution which could result in Ordinary Shares ceasing to be admitted to the Official List – further details of the Relationship Agreement are set out at paragraph 12.11 of Part X).

10. INFORMATION ON THE WHITEWASH PARTY – THE PEEL GROUP The Peel Group is a leading infrastructure, transport, media and real estate group with assets under management of approximately £5 billion. The Peel Group currently holds significant investments in a number of businesses including ports, airports, energy, investment property, environmental assets, hotels, media and utilities. The accounts of Peel Holdings Group Limited (the holding company of the Peel Group) are not required to be audited or filed by any applicable law or regulation. As at 31 March 2012 (the latest date to which unaudited consolidated accounts for the Peel Group have been prepared), the net assets of the Peel Group (which were then held under two separate holding companies which have, since 31 March 2012, been brought under the common ownership of Peel Holdings Group Limited as part of an internal group reorganisation) were in excess of £1bn. The Peel Group’s operating profit, pre-exceptional items, for the 12 months ending 31 March 2012 (based on the unaudited consolidated accounts for that period) was approximately £180 million. Goodweather Holdings Limited is a 100 per cent. owned indirect subsidiary of Peel Holdings Group Limited. Goodweather Holdings Limited is a holding company with listed investments in intu properties plc, Land Securities plc and Pinewood Shepperton plc. Peel is an intermediate holding company within the Peel Group. The directors of Peel (‘‘Peel Directors’’) are Christopher Eves, Gillian Gelling and John Whittaker. The directors of the subsidiary, Goodweather Holdings are John Whittaker, Gillian Gelling, Christopher Eves and Neil Lees. The obligations of the Peel Group pursuant to the Underwriting Agreement are not expected to have a material effect on the Peel Group’s earnings, assets or liabilities. No member of the Peel Group has entered into any material contracts (other than contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this document. The Peel Group is controlled by the Billown Trust whose discretionary beneficiaries are John Whittaker and other members of the Whittaker family. John Whittaker is the Chairman of the Peel Group. The Billown Trust is based in the Isle of Man and owns approximately 73.19 per cent. of the Peel Group, which is by far the most substantial asset owned by the Billown Trust. The remaining 26.81 per cent. of the Peel Group is owned by Olayan Investments Company Establishment (OICE). OICE is the parent of the Olayan Group. The Olayan Group made its first investment in the Peel Group in 1988. The Olayan Group, is a multinational enterprise comprising 50 companies and affiliated businesses engaged in distribution, manufacturing, services and investment. In Saudi Arabia it operates or actively participates in more than 40 companies, often in partnership with leading multinationals. Internationally it is a global investor, with emphasis on both public and private equities and on fixed income securities. The Olayan Group’s Chief Executive Officer is Aziz D. Syriani and its Chairman is Khaled S. Olayan, the son of its founder Suliman Saleh Olayan. The Rights Issue is being fully underwritten by Peel or a member of the Peel Group (subject to certain conditions). A summary of the Underwriting Agreement is set out at paragraph 12.1 of Part X of this document. Peel intends to meet its subscription obligation (which will be satisfied by Goodweather Holdings) pursuant to the Underwriting Agreement from existing cash resources.

11. GENERAL MEETING The Rights Issue is subject to a number of conditions, including Shareholders’ approval of the Resolutions at the General Meeting. The Notice of the General Meeting is set out at the end of this document.

37 The General Meeting is being convened for the purposes of considering and, if thought ﬁt, passing the Resolutions. Shareholders are being asked to vote on the Resolutions in order to provide the Directors with the necessary authority and power under the Companies Act to proceed with the Rights Issue. The Resolutions which will be proposed are as follows:

Resolution 1: Ordinary Resolution – Authority to allot shares Resolution 1 seeks Shareholders’ approval, as required by the Companies Act, to the granting of authority to the Directors to exercise all the powers of the Company to allot shares in the Company up to a maximum nominal amount of £2,992,982 in respect of the New Ordinary Shares in connection with the Rights Issue. The authority in respect of New Ordinary Shares equates to 100 per cent. of the issued ordinary share capital of the Company at the date of this Document. This authority will expire six months after the passing of this resolution. This authority is without prejudice to, and in addition to, all subsisting authorities. The Directors intend to exercise this authority for the purposes of allotting 299,298,160 New Ordinary Shares pursuant to the Rights Issue. As at the date of this Document the Company held no treasury shares.

Resolution 2: Special Resolution – Disapplication of pre-emption rights Resolution 2 seeks Shareholders’ approval, as required by the Companies Act, to disapply shareholder statutory pre-emption rights in relation to the issue of the 299,298,160 New Ordinary Shares pursuant to the Rights Issue. Resolution 2 proposes to permit the issue of these New Ordinary Shares pursuant to the Rights Issue on a non pre-emptive basis. This disapplication proposed in Resolution 2 will cover Ordinary Shares with an aggregate nominal value of up to £2,992,982, being 100 per cent. of the issued ordinary share capital of the Company at the date of this Document.

Resolution 3: Ordinary Resolution – Takeover Panel Rule 9 waiver Resolution 3 seeks Independent Shareholders’ approval as explained in paragraph 9 above for a waiver of the obligation that would otherwise arise under the City Code for the Concert Party to make a general offer for the entire issued share capital of the Company as a result of completion of the Rights Issue and its obligations under the Underwriting Agreement. This resolution will need to be approved by way of a poll of Independent Shareholders. The Rights Issue is conditional on the passing of the Resolutions. If the Resolutions are not approved at the General Meeting, the Company will be unable to complete the Rights Issue.

12. RISK FACTORS The Risk Factors section of this document sets out a number of risks and uncertainties which Shareholders should carefully consider in relation to the Rights Issue.

13. TAXATION Your attention is also drawn to Part IX (‘‘Taxation’’) of this document, which sets out certain information in relation to taxation matters. If you are in any doubt as to your tax position, you should consult your own professional adviser without delay.

14. COALFIELD RESOURCES SHARE INCENTIVE ARRANGEMENTS Awards granted pursuant to the Coalﬁeld Resources Share Incentive Arrangements do not carry an entitlement to participate in the Rights Issue. However, under the terms of the Awards the number of Shares under Award may be adjusted, at the discretion of the Committee, as a result of the Rights Issue. Any adjustments that may be made to the Awards as a result of the Rights Issue will be made following completion of the Rights Issue, in accordance with the terms of the Awards and will be notiﬁed to the Award Holders in due course.

38 15. OVERSEAS SHAREHOLDERS The attention of Overseas Shareholders who have registered addresses outside the United Kingdom, or who are residents of or located in countries other than the United Kingdom, is drawn to the information in paragraph 7 of Part III (‘‘Terms and Conditions of the Rights Issue’’) of this document. Subject to certain exceptions, Qualifying Shareholders who are resident or located in any Excluded Territory will not be entitled to participate in the Rights Issue. The provisions of paragraph 7 of Part III (‘‘Terms and Conditions of the Rights Issue’’) of this document will apply generally to Qualifying Shareholders (including Overseas Shareholders) who cannot or do not take up the New Ordinary Shares provisionally allotted to them. For the avoidance of doubt, Overseas Shareholders who receive this document and a Form of Proxy in accordance with Rule 9 of the Takeover Code may vote on the Resolutions set out in the Notice of General Meeting at the end of this document, by returning the Form of Proxy to the Registrars or by submitting a proxy vote electronically, by no later than 10.00 a.m. on 25 August 2013, despite being unable to participate in the Rights Issue in accordance with the terms of paragraph 7 of Part III (‘‘Terms and Conditions of the Rights Issue’’) of this document.

16. ACTIONS TO BE TAKEN A Form of Proxy for use by Shareholders at the General Meeting or any adjournment thereof is enclosed with this document. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and to return it as soon as possible and, in any event, so as to be received by the Registrar, Equiniti, no later than 10.00 a.m. on 25 August 2013. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person if you wish to do so. Subject to the passing of the Resolutions at the General Meeting, amongst other things, if you are a: . Qualifying Non-CREST Shareholder (other than, subject to certain exceptions, a Qualifying Non-CREST Shareholder with a registered address in any Excluded Territory), it is expected that you will be sent a Provisional Allotment Letter giving you details of your Nil Paid Rights by post; . Qualifying CREST Shareholder (other than, subject to certain exceptions, a Qualifying CREST Shareholder with a registered address in any Excluded Territory), it is expected that you will not be sent a Provisional Allotment Letter. Instead, it is expected that you will receive a credit to your appropriate stock account(s) in CREST in respect of your Nil Paid Rights; If you sell or transfer or have sold or otherwise transferred all of your Existing Ordinary Shares (other than ex-Rights) held in certificated form before the relevant Ex-Rights Date, please send this document, together with any Provisional Allotment Letter, duly renounced, if and when received, at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee, except that such documents should not be sent in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including, but not limited to any Excluded Territory. If you hold your Shares in CREST and you sell or transfer or have sold or otherwise transferred all or some of your Existing Ordinary Shares (other than ex-Rights) held in uncertificated form before the relevant Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK & Ireland which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or transfer or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares (other than ex-Rights) held in certificated form before the relevant Ex-Rights Date, you should immediately consult the bank, stockbroker or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications, to the section entitled ‘‘Partial acceptance, renunciation and/or sale’’, of Part III (‘‘Terms and Conditions of the Rights Issue’’) of this document and in the Provisional Allotment Letter. The latest time and date for acceptance and payment in full in respect of the Rights Issue by Qualifying Shareholders is expected to be 11:00 a.m. (London time) on 11 September 2013, unless otherwise announced by the Company. The procedure for acceptance and payment is set out in Part III (‘‘Terms and Conditions of the Rights Issue’’) of this document and, in respect of Qualifying Non-CREST

39 Shareholders who hold their Shares in certificated form (other than, subject to certain exceptions, such Shareholders with registered addresses in any Excluded Territory), in the Provisional Allotment Letter. If you are in any doubt as to the action you should take, you should immediately seek your own financial advice from your stockbroker, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under FSMA if you are in the United Kingdom or, if you are outside the United Kingdom, by another appropriately authorised independent financial adviser.

17. IRREVOCABLE UNDERTAKINGS Goodweather Holdings has irrevocably undertaken to take up all of its Nil Paid Rights pursuant to the Rights Issue, representing 87,234,470 New Ordinary Shares, Invesco has irrevocably undertaken to take up all of its Nil Paid Rights pursuant to the Rights Issue, representing 24,861,080 New Ordinary Shares, and Pelham has irrevocably undertaken to take up Nil Paid Rights pursuant to the Rights Issue representing 22,376,560 New Ordinary Shares. In addition, Steven Underwood has irrevocably undertaken to take up all of his Nil Paid Rights pursuant to the Rights Issue, representing 31,369 New Ordinary Shares and Jonson Cox has irrevocably undertaken to take up all his Nil Paid Rights Issue, representing 196,945 New Ordinary Shares. In aggregate, these irrevocable undertakings are in respect of 134,700,424 New Ordinary Shares, representing approximately 45.01 per cent. of the New Ordinary Shares to be issued pursuant to the Rights Issue. Further details of the irrevocable undertakings are set out in paragraph 12.3 of Part X (‘‘Additional Information’’) of this document.

18. DIRECTORS’ INTENTIONS Each Director who holds Ordinary Shares has undertaken to take up in full his Rights to subscribe for New Ordinary Shares under the Rights Issue in respect of his beneﬁcial holding, which together amount to 228,314 Ordinary Shares, representing 0.08 per cent. of the issued ordinary share capital of the Company as at the date of this document.

19. RECOMMENDATION The Board considers the Rights Issue and the Rights Issue Resolutions to be in the best interests of the Company and the Shareholders taken as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Rights Issue Resolutions to be put to the General Meeting. The Board, which has been so advised by Investec, considers the Rights Issue to be fair and reasonable as far as the Independent Shareholders are concerned and in the best interests of the Independent Shareholders. The Independent Directors who have been so advised by Investec consider the Rule 9 Waiver to be fair and reasonable as far as the Independent Shareholders are concerned and in the best interests of the Independent Shareholders. In providing such advice, Investec has taken into account the commercial assessment of the Independent Directors. The Coalfield Resources Independent Directors unanimously recommend that the Independent Shareholders vote in favour of the Whitewash Resolution to be proposed at the General Meeting. Steven Underwood has not taken any part in the Board’s consideration of the Rule 9 Waiver and has confirmed that he will not vote on the Whitewash Resolution. The Board (other than, in respect of the Whitewash Resolution, Steven Underwood) intend to vote in favour of the Resolutions in respect of their own beneficial holdings amounting (as at 6 August 2013, being the last practicable date prior to the publication of this document) to an aggregate of 228,314 Existing Ordinary Shares representing approximately 0.08 per cent of the Ordinary Shares. The Directors have also irrevocably undertaken to take up their entitlements under the Rights Issue in respect of an aggregate of 228,314 New Ordinary Shares (£4,566.28 in aggregate).

Yours faithfully, Jonson Cox Chairman

40 PART II – QUESTIONS AND ANSWERS ON THE RIGHTS ISSUE

The questions and answers set out in this Part II are intended to be in general terms only and, as such, you should read Part III for full details of the terms of the Rights Issue and what action you should take if you wish to participate in the Rights Issue. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under FSMA if you are in the UK, or if you are not, from another appropriately authorised independent financial adviser. This Part II deals with general questions relating to the Rights Issue and more specific questions relating to Ordinary Shares held by persons resident in the United Kingdom who hold their Ordinary Shares in certificated form and persons whose Ordinary Shares are on the Register. If you are an Overseas Shareholder, you should read paragraph 7 of Part III and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your Rights. If you hold your Ordinary Shares in uncertificated form (through CREST or through a broker) you should read Part III for full details of what action you should take. If you are a CREST Sponsored Member, you should also consult your CREST Sponsor. If you do not know whether your Ordinary Shares are in certificated or uncertificated form, please call the UK Shareholder Helpline on 0871 384 2833 (from inside the United Kingdom) or +44 121 415 0285 (from outside the United Kingdom), as appropriate. Calls to the UK Shareholder Helpline cost 8 pence per minute, excluding VAT plus network extras. Calls to the UK Shareholder Helpline from outside the UK will be charged at the applicable rates. For legal reasons, the Shareholder Helpline will only be able to provide information contained in this prospectus and will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice.

1 What is a rights issue? A rights issue is one way for companies to raise money by giving their existing shareholders the right to buy further shares in proportion to their existing holdings, usually at a discount to the market price as at the date of announcement. The offer under the Rights Issue is 1 New Ordinary Share at a price of 2 pence per New Ordinary Share, for every 1 Existing Ordinary Share held on the relevant Record Date by Qualifying Shareholders. If you hold Existing Shares on the relevant Record Date, and, subject to certain exceptions, are not a Shareholder resident or with a registered address in any of the Excluded Territories, you will be entitled to subscribe for New Ordinary Shares under the Rights Issue. If you hold your Existing Shares in certiﬁcated form, your entitlement will be set out in your Provisional Allotment Letter (which is due to be sent to you after the General Meeting assuming that the Resolutions are approved). New Ordinary Shares are being offered to Qualifying Shareholders in terms of the Rights Issue at a discount to the share price on the last Dealing Day before the details of the Rights Issue were announced on 7 August 2013. The Issue Price of 2 pence per New Ordinary Share represents a 36.00 per cent. discount to the theoretical ex-Rights price based on the closing middle-market price quotation as derived from the Daily Ofﬁcial List of 4.25 pence per Share on 6 August 2013, the last business day prior to the date of announcement of the terms of the Rights Issue. Because of this discount and while the market value of the Existing Ordinary Shares exceeds the Issue Price, the right to buy the New Ordinary Shares is potentially valuable. If you are a Qualifying Shareholder other than, subject to certain exceptions, a Shareholder with a registered address, or who is resident, in one of the Excluded Territories and you do not want to buy the New Ordinary Shares to which you are entitled, you can instead sell or transfer your Rights (called Nil Paid Rights) to subscribe for those New Ordinary Shares and receive the net proceeds, if any, of the sale or transfer in cash. This is referred to as dealing ‘‘nil paid’’.

2 Is the Rights Issue underwritten? Yes. The Rights Issue is fully underwritten by the Underwriter (or a member of the Peel Group) pursuant to the Underwriting Agreement. The commission payable to the Underwriter in connection with this underwriting and a summary of the terms of the Underwriting Agreement are set out in Part X (‘‘Additional Information’’) of this document.

41 3 Why is Coalfield Resources undertaking the Rights Issue? The Company announced on 31 May 2013 that it had signed the Facility with Lloyds. The Facility, secured against the Company’s shareholding in HEPGL and certain other assets, was to meet, amongst other liabilities, certain professional fees incurred by the Company in connection with the Restructuring. Whilst the Company had the benefit of an indemnity in respect of such fees from UKCOL, following the fire at UKCOL’s Daw Mill colliery, UKCOL was unable to honour its obligations to the Company under that indemnity and has since gone into administration, followed by creditors voluntary liquidation. The Facility, which enables the Company to settle the outstanding restructuring costs, was granted on the basis that the Company would carry out an equity fundraising to repay the Facility, as well as on the basis of a guarantee to Lloyds from the Company’s largest shareholder, Peel. Peel also agreed (subject to certain conditions) to underwrite (or procure that a member of the Peel Group underwriters) such equity fundraising. Accordingly the purpose of the Rights Issue, which has been fully underwritten by Peel (or a member of the Peel Group) is to repay the Facility.

4 Will the Rights Issue affect the future dividends Coalfield Resources pays? Currently the Facility prohibits the distribution of dividend payments to Shareholders without the consent of the Lender. Once the Facility is repaid the Company will be able to pay dividends. Any dividends will be dependent on the performance of the Company’s investment in HEPGL and any dividends received from this investment. Following completion of the Rights Issue, any future dividend payments per Ordinary Share will be adjusted for the Rights Issue. The adjustment will take account of the discount in the Issue Price to the Coalfield Resources Share price at close of business on 6 August 2013, being the last business day prior to the announcement of the terms of the Rights Issue. Qualifying Shareholders who receive New Ordinary Shares under the Rights Issue will receive dividends on the New Ordinary Shares in the same manner as they receive their dividends on their Existing Ordinary Shares. 5 Will my current shareholding in Coalfield Resources remain the same following the Rights Issue? If you decide to take up all of your Rights to acquire the New Ordinary Shares to which you are entitled, the proportion of your holding in Coalfield Resources will remain the same as it was before the Rights Issue. If you decide to sell or not take up some or all of your Rights, the proportion of the Group you own will be smaller once the Rights Issue has been completed, as New Ordinary Shares are being issued. In these circumstances your interest in Coalfield Resources will be diluted, and the maximum dilution you may suffer (in the event you do not take up any of your Rights) will be 50 per cent.

6 I understand that there is a period when there is trading in the Nil Paid Rights. What does this mean? If you do not want to buy the New Ordinary Shares being offered to you under the Rights Issue, you can instead sell or transfer your Nil Paid Rights to subscribe for those New Ordinary Shares and receive the net proceeds of the sale or transfer in cash. This is referred to as dealing ‘‘nil paid’’. This means that, during the Rights Issue offer period, you can either trade in Existing Ordinary Shares (which will not carry any entitlement to participate in the Rights Issue) or you can trade in the Nil Paid Rights.

7 Why is a General Meeting being held? The General Meeting is being convened for the purposes of considering and, if thought ﬁt, passing the Resolutions. Shareholders are being asked to vote on the Resolutions in order to provide the Directors with the necessary authority and power under the Companies Act to proceed with the Rights Issue and to approve the waiver of Rule 9 of the City Code in relation to Peel and its obligations under the Underwriting Agreement. The Rights Issue is conditional on the passing of the Resolutions. If the Resolutions are not approved at the General Meeting, the Company will be unable to complete the Rights Issue. If the Resolutions in the Notice of General Meeting are not approved, the Rights Issue will not proceed, an event of default may occur under the terms of the Facility and in such circumstances any amounts due under the Facility will become repayable. The Company could not immediately repay the facility without the net proceeds from the Rights Issue. In certain circumstances, repayment would be due from the

42 guarantor, Peel. If this occurred the Company would owe Peel any monies paid by them under the guarantee in respect of the Facility. If an event of default occurs under the Facility, Lloyds would have the right to declare all monies due under the Facility due and payable, to declare those monies payable on demand and exercise its rights under security granted to Lloyds over certain assets of the Company. Further, if the Rights Issue is not completed then the Company is unlikely to be able to repay the Facility when it becomes due in May 2014. If a demand is made by the Lender on Peel pursuant to the guarantee and Peel makes a payment to the Lender in order to satisfy that demand, Peel would have the right to demand the sum it has paid to the Lender from the Company pursuant to a counter-indemnity which the Company has entered into in favour of Peel. If the Company is unable to satisfy a demand under this counter-indemnity, then the Company would need to consider its ﬁnancial position further though Peel would not obtain control of the Company solely by virtue of such guarantee and counter-indemnity arrangements. In such circumstances, Peel will also have the right to be subrogated to the Lender’s security and as such will have the same rights as the Lender which include the right to enforce the share charge in which circumstance Peel could transfer the shares which the Company owns in HEPGL to either itself, its nominee or a third party purchaser. The Company would seek to repay its indebtedness by: (a) arranging a new bank facility; (b) selling in whole or in part its shareholding in HEPGL; and/or (c) soliciting a buyer for all or part of the Group. Although these actions either singularly or in combination are potentially available to the Company, the outcome and timing of each lies outside of the full control of the Company and, as a result, the Directors cannot be conﬁdent that any will be successful or will be on terms as attractive as the Rights Issue for Shareholders. If the company were to pursue (b) or (c), this could result in a material adverse change to the value of the Company or on the Company’s ability to operate its business.

If the Company were to be unsuccessful in pursuing these alternative courses of action, the Directors would be obliged to cease operating the business of the Company, the consequences of which could include administration or receivership or liquidation or other insolvency proceedings.

Accordingly, it is very important that Shareholders vote in favour of the Resolutions in order that the Rights Issue can proceed. A notice convening the General Meeting to be held at Eversheds LLP, One Wood Street, London, EC2V 7WS at 10.00 a.m. on 27 August 2013 is set out at the end of this document.

8 What action should I take in relation to the General Meeting? A member of the Company is entitled to attend and vote at the General Meeting and may appoint another person(s) (who need not be a member of the Company) to act as his proxy, who shall exercise all or any of the rights to attend and to speak and vote at the meeting attaching to the shares of the member whom he represents. You will ﬁnd enclosed with this document a Form of Proxy for use at the General Meeting. The Form of Proxy must be executed by or on behalf of the Shareholder making the appointment. A corporation may execute a form of proxy either under its common seal or under the hand of a duly authorised ofﬁcer. A Shareholder may appoint more than one proxy to attend on the same occasion, provided that each proxy is appointed to exercise the rights attaching to different shares held by him. To appoint more than one proxy, please sign and date the Form of Proxy and attach a schedule listing the names and addresses (in block letters) of all of the proxies, the number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by the Shareholder) and indicating how each proxy should vote or abstain from voting. More than one proxy may not be appointed to exercise the rights attaching to any one share. To appoint the chairman as one of the multiple proxies, simply write ‘‘the Chairman of the Meeting’’. Whether or not you propose to attend the General Meeting in person, it is important that you complete and sign the Form of Proxy in accordance with the instructions printed thereon and return it. The completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person, if you so wish and are so entitled.

43 A shareholder wishing to appoint a proxy should complete the accompanying Form of Proxy and return it to the Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The Form of Proxy must be received by the Registrar no later than 10.00 a.m. on 25 August 2013. Alternatively, a shareholder on the UK Register may register the appointment of a proxy electronically by logging on to the website www.sharevote.co.uk. Full details of the procedure are given on that website. Electronic proxy appointments must be received by Equiniti no later than 10.00 a.m. on 25 August 2013. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a ‘‘CREST Proxy Instruction’’) must be properly authenticated in accordance with Euroclear UK & Ireland’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID number – RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

9 How will I know the price of the Nil Paid Rights (or Provisional Allotment Letters) and how much will I actually receive if I decide to sell my Nil Paid Rights (or Provisional Allotment Letters)? The price you will receive for your Nil Paid Rights (or Provisional Allotment Letters) will vary with market conditions. It is important to note that the market price for Nil Paid Rights is different from the Issue Price of the New Ordinary Shares. The value of the Nil Paid Rights (or Provisional Allotment Letters) reﬂects the difference between the market price of Existing Ordinary Shares ex-Rights and the Issue Price of New Ordinary Shares (allowing for any applicable brokerages and commissions and amounts in respect of value added tax). It is possible that you may receive little or no proceeds from the sale of some or all of your Nil Paid Rights if the market price of the Existing Ordinary Shares falls, thus reducing the discount at which the New Ordinary Shares are issued. In addition, there may be transaction costs on the sale of Nil Paid Rights.

10 I am a Qualifying Shareholder and I hold my Existing Ordinary Shares in certiﬁcated form. How do I know if I am able to subscribe for New Ordinary Shares under the Rights Issue? If you receive a Provisional Allotment Letter and, subject to certain exceptions, you are not a holder with a registered address in any of the Excluded Territories, then you should be eligible to subscribe for New Ordinary Shares under the Rights Issue (as long as you have not sold all of your Existing Ordinary Shares before the relevant Ex-Rights Date).

44 11 I am a Qualifying Shareholder and I hold my Existing Ordinary Shares in certiﬁcated form. What do I need to do in relation to the Rights Issue? Subject to Shareholders approving the Resolutions at the General Meeting to be held on 27 August 2013, if you hold your Existing Shares in certiﬁcated form and, subject to certain exceptions, do not have a registered address in any Excluded Territory, you will be sent a Provisional Allotment Letter that shows: . how many Existing Ordinary Shares you held at the close of business on the relevant Record Date for the Rights Issue; . how many New Ordinary Shares you are entitled to subscribe for; and . how much you need to pay if you want to take up your Rights to subscribe for all the New Ordinary Shares provisionally allotted to you. If you are not a Qualifying Shareholder or, subject to certain exceptions, have a registered address in one of the Excluded Territories, you will not receive a Provisional Allotment Letter.

12 I hold my Existing Shares in certificated form. What if I do not receive a Provisional Allotment Letter? If Shareholders approve the Resolutions at the General Meeting to be held on 27 August 2013, and if you do not receive a Provisional Allotment Letter but hold your Existing Shares in certificated form, this probably means that you are not able to subscribe for New Ordinary Shares under the Rights Issue. Some Qualifying Non-CREST Shareholders holding their Shares in uncertificated form, however, will not receive a Provisional Allotment Letter but may still be eligible to acquire New Ordinary Shares under the Rights Issue, namely: . Qualifying CREST Shareholders who held their Existing Shares in uncertificated form on 22 August 2013 and who have converted them to certificated form; . Shareholders who bought Existing Ordinary Shares before 28 August 2013 and who hold such Ordinary Shares in certificated form but were not registered as the holders of those Shares at the close of business on the relevant Record Date; and . certain Overseas Shareholders who can demonstrate to the satisfaction of the Company that they can lawfully take up their Rights under the Rights Issue without contravention of any relevant legal or regulatory requirements (see paragraph 19 below). If you do not receive a Provisional Allotment Letter but think that you should have received one, please contact the UK Shareholder Helpline, as appropriate. Contact details for the Shareholder Helpline are set out on page 29 of this document. The Shareholder Helpline will only be able to provide information contained in this document (and, in addition, information relating to Coalfield Resources’ register of members) and will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice.

13 I hold my Existing Ordinary Shares in certificated form. If I take up my Rights, when will I receive the certificate representing my New Ordinary Shares? If you take up your Rights under the Rights Issue, definitive share certificates for the New Ordinary Shares are expected to be posted by no later than 19 September 2013.

14 If I buy Shares after the Record Date will I be eligible to participate in the Rights Issue? If you are a Qualifying Shareholder and you bought Shares after the UK Record Date but prior to the relevant Ex-Rights Date, you may be eligible to participate in the Rights Issue. If you are in any doubt, please consult your stockbroker, bank or other appropriate ﬁnancial adviser, or whoever arranged your share purchase, to ensure you claim your entitlement. You will not be entitled to Nil Paid Rights in respect of any Ordinary Shares acquired on or after the Ex-Rights Date.

15 Will I be taxed if I take up my Rights or sell my Rights (or Provisional Allotment Letters) or if my Rights (or Provisional Allotment Letters) are sold on my behalf? If you are resident or ordinarily resident in the UK for tax purposes, you should not have to pay UK tax when you take up your Rights, although the Rights Issue will affect the amount of UK tax you may pay when you subsequently sell your Shares.

45 However, in the UK, assuming that you hold your Shares as an investment, rather than for the purposes of a trade, you may (subject to any available exemption or relief) be subject to capital gains tax on any proceeds that you receive from the sale of your Rights (or Provisional Allotment Letters) (unless, generally, the proceeds do not exceed £3,000, or, if more, 5 per cent. of the market value of your Shares on the date of sale, although in that case the amount of UK tax you may pay when you subsequently sell all or any of your Shares may be affected). Persons who do not hold their Shares as an investment should contact a professional tax adviser. Further information for Qualifying Shareholders who are resident in the UK for tax purposes is contained in Part IX (‘‘Taxation’’) of this document. This information is intended as a general guide to the current tax position in the UK and Qualifying Shareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light of their own circumstances. Qualifying Shareholders who are in any doubt as to their tax position, or who are subject to tax in any other jurisdiction, should consult an appropriate professional adviser as soon as possible. Please note that the Shareholder Helpline will not be able to assist you with taxation issues.

16 Can I change my decision to take up my Rights? Once you have returned your Provisional Allotment Letter to the Registrar, you cannot withdraw your application or change the number of New Ordinary Shares that you have applied for, save in accordance with paragraph 5 of Part III of this document.

17 What if I hold Awards under the Coalfield Resources Share Incentive Arrangements? Under the terms of the Awards granted pursuant to the Coalfield Resources Share Incentive Arrangements the number of Shares under Award may be adjusted, at the discretion of the Committee, as a result of the Rights Issue. Any adjustments that may be made to the Awards as a result of the Rights Issue will be made following completion of the Rights Issue, in accordance with the terms of the Awards and will be notified to the Award Holders in due course.

18 What should I do if I live outside the United Kingdom? Whilst you have an entitlement to participate in the Rights Issue, your ability to take up Rights to subscribe for New Ordinary Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your Rights. Subject to certain exceptions, Shareholders resident or with registered addresses in the Excluded Territories are not able to acquire the New Ordinary Shares provisionally allotted to them under the Rights Issue. Your attention is drawn to the information in paragraph 7 of Part III (‘‘Terms and Conditions of the Rights Issue’’). Coalfield Resources has made arrangements under which Investec will try to find investors to take up the Rights of Shareholders resident or with registered addresses in the Excluded Territories and those of other Shareholders who have not taken up their Rights. If Investec does find investors who agree to pay a premium above the Issue Price and the related expenses of procuring those investors (including any applicable brokerage and commissions and amounts in respect of value added tax and currency conversion costs), you will be sent a cheque for your share of the amount of that premium provided that this is £5.00 or more, provided that where any entitlement concerned was held in CREST, the amount due will, unless the Company (in its absolute discretion) otherwise determines, be satisfied by the Company procuring the creation of an assured payment obligation in favour of the relevant CREST Member’s (or CREST Sponsored Member’s) RTGS settlement bank (as defined in the CREST Manual) in respect of the cash amount concerned in accordance with the RTGS Payment Mechanism (as defined in the CREST Manual). Payment will be made in pounds sterling to all Qualifying Shareholders. Cheques are expected to be despatched on or around 19 September 2013 and will be sent to your address appearing on Coalfield Resources’ register of members (or to the first-named holder if you hold your Shares jointly). If Investec cannot find investors who agree to pay a premium over the Issue Price and related expenses so that your entitlement would be £5 or more, you will not receive any payment.

19 What should I do if I think my holding of Shares is incorrect or I want more information in relation to the Rights Issue? If you have bought or sold Shares shortly before the relevant Record Date, your transaction may not be entered on the register of members in time to appear on the register at the relevant Record Date. If you are concerned about the ﬁgure in the Provisional Allotment Letter or otherwise concerned that your

46 holding of Shares has been reflected incorrectly, please contact the UK Shareholder Helpline, as appropriate. Contact details for the Shareholder Helpline are set out on page 29 of this document. The Shareholder Helpline will only be able to provide information contained in this document (and, in addition, information relating to Coalfield Resources’ register of members) and will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice.

47 PART III – TERMS AND CONDITIONS OF THE RIGHTS ISSUE

1. Details of the Rights Issue The Company proposes to raise approximately £5.0 million (net of expenses) by way of a rights issue of 299,298,160 New Ordinary Shares. Subject to the fulﬁlment of the conditions of the Underwriting Agreement and the terms and conditions set out below including approval of the Resolutions by Shareholders, the New Ordinary Shares are offered for subscription to Qualifying Shareholders at 2 pence per New Ordinary Share by way of rights, payable in full on acceptance on the basis of:

1 New Ordinary Share for every 1 Existing Ordinary Share held by and registered in the names of Qualifying Shareholders (other than, subject to certain exceptions, Qualifying Shareholders resident or with registered addresses in any Excluded Territory) on the relevant Record Date (and so in proportion to any other number of Existing Ordinary Shares each Qualifying Shareholder then holds) and otherwise on the terms and conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letters. The Issue Price of 2 pence per New Ordinary Share represents: . a 52.94 per cent. discount to the closing middle-market price of an Existing Ordinary Share; and . a 36.00 per cent. discount to the theoretical ex-Rights price of an Existing Ordinary Share, in each case based on the closing middle-market price of 4.25 pence on the LSE on the last business day prior to the date of announcement of the terms of the Rights Issue. Qualifying Shareholders who do not take up their entitlements to New Ordinary Shares will have their proportionate shareholdings in the Company diluted by approximately 50 per cent. Those Qualifying Shareholders who take up their Rights in full will, following the Rights Issue being completed, as nearly as practicable, have the same proportional voting rights and entitlements to distributions as they had on the Record Date. The Nil Paid Rights are entitlements to subscribe for New Ordinary Shares subject to payment of the Issue Price. The Fully Paid Rights are entitlements to receive the New Ordinary Shares, for which a subscription and payment has already been made. Holdings of Existing Ordinary Shares in certificated form or uncertificated form will each be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. The Rights Issue has been fully underwritten by Peel (or a member of the Peel Group) in accordance with the terms and subject to the conditions of the Underwriting Agreement and is conditional upon: (i) the passing of the Resolutions by the Company’s Shareholders at the General Meeting; (ii) Admission being effective no later than 8:00 a.m. (London time) on 28 August 2013 or such later time and/or date as the Company and Peel may agree (but provided that the Acceptance Date shall fall no later than 31 October 2013); (iii) the Underwriting Agreement otherwise becoming unconditional in all respects (other than in regard to Admission) and not having been terminated in accordance with its terms prior to Admission. Subject to, amongst other things, the factors outlined in the paragraph above, Provisional Allotment Letters in respect of the entitlements to New Ordinary Shares will be despatched to Qualifying Non-CREST Shareholders who hold their Shares in certificated form (other than, subject to certain exceptions, such Shareholders with a registered address in any Excluded Territory), respectively, in each case at their own risk. Provisional Allotment Letters constitute temporary documents of title. None of the New Ordinary Shares are being made available to the public other than pursuant to the proposed issue of the New Ordinary Shares to Qualifying Shareholders by way of Rights on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders holding certificated shares, any relevant Provisional Allotment Letter. The attention of Shareholders with a registered address in, or who are resident or located in countries other than the United Kingdom, or who are holding Shares in the Company for the benefit of such a

48 person, and any person (including, without limitation, custodians, nominees, agents and trustees) who has a contractual or other legal obligation to forward this document (or any Provisional Allotment Letter) into a jurisdiction other than the United Kingdom is drawn to paragraph 7 of this Part III. In particular, subject to the provisions of paragraph 7 of this Section and certain exceptions, Qualifying Shareholders with a registered address in any Excluded Territory will not be sent Provisional Allotment Letters and will not have their CREST stock accounts credited with Nil Paid Rights. Application will be made to the UKLA for the New Ordinary Shares (nil paid and fully paid) to be admitted to the standard segment of the Official List and to the LSE for the New Ordinary Shares (nil paid and fully paid) to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective on 28 August 2013 and that dealings in the New Ordinary Shares, nil paid, will commence on the main market of the LSE at 8.00 a.m. on that date. The New Ordinary Shares and the Existing Ordinary Shares are in registered form and can be held in certificated form or uncertificated form via CREST. No further application to CREST is required for the New Ordinary Shares and all the Shares when issued and fully paid may be held and transferred by means of CREST. Applications will be made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST. Euroclear UK & Ireland requires the Company to confirm that certain conditions (imposed by the CREST Manual) are satisfied before Euroclear UK & Ireland will admit the Nil Paid Rights and the Fully Paid Rights to CREST. It is expected that these conditions will be satisfied on Admission. As soon as practicable after Admission, the Company will confirm this to Euroclear UK & Ireland. The ISIN code for the New Ordinary Shares will be the same as that of the Existing Ordinary Shares, being GB0007190720. The ISIN code for the Nil Paid Rights is GB00BCHX0F03 and for the Fully Paid Rights is GB00BCHX0G10. The Underwriter has agreed to fully underwrite (or procure the full underwriting of) the Rights Issue in accordance with the terms and subject to the conditions in the Underwriting Agreement. The Underwriting Agreement is conditional upon certain matters being satisfied or not breached prior to Admission and may also be terminated by the Underwriter prior to Admission upon the occurrence of certain specified events, in which case the Rights Issue will not proceed. After Admission, however, the Underwriting Agreement will not be subject to any right of termination. A summary of certain terms and conditions of the Underwriting Agreement is set out in paragraph 12 of Part X (‘‘Additional Information’’) of this document. Subject to, amongst other things, the aforementioned conditions to the Rights Issue being satisfied, and save as provided in Part III, it is expected that: (i) Provisional Allotment Letters (which constitute temporary documents of title) in respect of Nil Paid Rights will be despatched to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, such Qualifying Non-CREST Shareholders with a registered address in any Excluded Territory) at their own risk on 27 August 2013; (ii) the Registrar will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, such Qualifying CREST Shareholders with a registered address in any Excluded Territory) with such Qualifying CREST Shareholders’ entitlements to Nil Paid Rights, with effect from 8.00 a.m. on 28 August 2013; (iii) the Nil Paid Rights and the Fully Paid Rights will be enabled for settlement by Euroclear UK & Ireland on 28 August 2013, as soon as practicable after the Company has confirmed to Euroclear UK & Ireland that all the conditions for admission of such Rights to CREST have been satisfied; (iv) New Ordinary Shares will be credited to the appropriate stock accounts of relevant Qualifying CREST Shareholders (or their renouncees) who validly take up their Rights as soon as practicable after 8.00 a.m. 12 September 2013; and (v) share certificates for the New Ordinary Shares will be despatched to relevant Qualifying Non-CREST Shareholders (or their renouncees) who validly take up their Rights on or around 19 September 2013, at their own risk; The offer of New Ordinary Shares pursuant to the Rights Issue is not being, and will not be, made by means of this document into any Excluded Territory or any other jurisdiction outside the United Kingdom in which it would be illegal to make an offer.

49 The New Ordinary Shares will be issued pursuant to the authority to be granted under the Rights Issue Resolutions being proposed at the General Meeting. The New Ordinary Shares will, when issued and fully paid, be ordinary shares ranking pari passu in all respects with the Existing Ordinary Shares, including the right to all future dividends or other distributions made, paid or declared after the date of their issue. The rights attaching to the New Ordinary Shares are governed by the Articles, a summary of which is set out in paragraph 5 of Part X (‘‘Additional Information’’) of this document. All documents including Provisional Allotment Letters, cheques and definitive share certificates posted to, by or from Qualifying Shareholders and/or their transferees or renouncees (or their agents, as appropriate) will be posted at their own risk. All Qualifying Shareholders, by accepting and/or renouncing a Provisional Allotment Letter or requesting registration of the New Ordinary Shares comprised therein, or by making a valid acceptance in accordance with the procedures set out in this Part III will be deemed to make the representations and warranties to the Company and Investec contained in paragraph 8 of this Part III (‘‘Further representations and warranties’’). Shareholders taking up their Rights by sending an MTM instruction to Euroclear UK & Ireland will also be deemed to have given the representations and warranties set out in paragraph 4.2.1(c) of this Part III, unless the requirement is waived by Coalfield Resources and the Underwriter. The attention of Overseas Shareholders is drawn to paragraph 7 of this Part III.

2. Action to be taken Subject to the passing of the Resolutions by the Company’s Shareholders at the General Meeting, the action to be taken in respect of New Ordinary Shares depends on whether, at the relevant time, the Qualifying Shareholder holds his Shares in certificated form or uncertificated form. If you are a Qualifying Shareholder and you have any queries about the Rights Issue or the procedure for acceptance and payment, you should call the Shareholder Helpline on 0871 384 2833 (or +44 121 415 0285, if you are calling from outside the United Kingdom). The helpline is available between the hours of 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (excluding public holidays). Calls to the 0871 384 2833 number cost 8 pence per minute plus network extras. Calls to the Shareholder Helpline from outside the United Kingdom will be charged at applicable international rates. If you hold your Shares in CREST and you have any questions regarding the CREST procedures, please telephone the CREST Service Desk. Please note that calls to a Shareholder Helpline or the CREST Service Desk may be monitored or recorded and that different charges may apply to calls made from mobile telephones. For legal reasons, the Shareholder Helpline and the CREST Service Desk will only be able to provide you with information contained in this document (other than information relating to the CREST processes) and as such will be unable to give advice on the merits of the Rights Issue or to provide legal, financial, tax or investment advice. Shareholder Helpline staff can explain the options available to you, which forms you need to fill in and how to fill them in correctly. If you are a Qualifying Non-CREST Shareholder, have received a Provisional Allotment Letter, and, subject to certain exceptions, are not located in and do not have a registered address in any Excluded Territory, please refer to paragraphs 3 and 5 to 9 inclusive of this Part III. If you are a Qualifying CREST Shareholder, and, subject to certain exceptions, are not located in and do not have a registered address in any of the Excluded Territories, please refer to paragraphs 4 to 9 inclusive of this Part III and to the CREST Manual for further information on the CREST procedures referred to below. If you are Qualifying Shareholder located in and/or with a registered address in any of the Excluded Territories, please refer to paragraph 7 of this Part III. CREST Sponsored Members should refer to their CREST Sponsors, as only their CREST Sponsors will be able to take the necessary actions specified below to take up the entitlements or otherwise to deal with the Nil Paid Rights or Fully Paid Rights of CREST Sponsored Members.

50 3. Action to be taken by Qualifying Non-CREST Shareholders in relation to Nil Paid Rights represented by Provisional Allotment Letters.

3.1 General It is expected that Provisional Allotment Letters will be despatched to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) on 27 August 2013. If the Rights Issue is delayed, or if, for any reason, the Provisional Allotment Letters are posted later than the date of the General Meeting, the expected timetable as set out in this document may be adjusted. References to times and dates in this document should be read as subject to any such adjustment. The Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates and times, and if possible the revised times and dates will be set out in the Provisional Allotment Letters. The Provisional Allotment Letter will set out: (i) the holding of Existing Ordinary Shares on which a Qualifying Non-CREST Shareholder’s entitlement to New Ordinary Shares has been based; (ii) the aggregate number of New Ordinary Shares which have been provisionally allotted to such Qualifying Non-CREST Shareholder; (iii) the procedures to be followed if a Qualifying Non-CREST Shareholder wishes to dispose of all or part of his entitlement, or to convert all or part of his entitlement into uncertiﬁcated form; and (iv) instructions regarding acceptance and payment, consolidation, splitting and registration of renunciation. 3.2 Procedure for acceptance and payment

(a) Qualifying Non-CREST Shareholders who wish to accept in full Holders of Provisional Allotment Letters who wish to take up all of their entitlements must return the Provisional Allotment Letter, in accordance with the instructions thereon, together with a cheque or banker’s draft, made payable to ‘‘Equiniti-A/C Coalﬁeld Resources Plc’’ and crossed ‘‘A/C payee only’’, for the full amount payable on acceptance, by post or by hand. (during normal business hours only) to the address shown on the front of the Provisional Allotment Letter, so as to arrive as soon as possible and in any event so as to be received no later than the latest time for acceptance and payment in full stated in the Provisional Allotment Letter, which is expected to be 11.00 a.m. on 11 September 2013. If you post the Provisional Allotment Letter within the UK by ﬁrst class post, it is recommended that you allow at least four days for delivery. A reply-paid envelope will be enclosed with the Provisional Allotment Letter for use within the UK only for this purpose.

(b) Qualifying Non-CREST Shareholders who wish to accept in part Holders of Provisional Allotment Letters who wish to take up some but not all of their rights should refer to paragraph 3.6 of this Part III of this document.

(c) Company’s discretion as to validity of acceptances If payment is not received in full by 11.00 a.m. on 11 September 2013, the provisional allotment will (unless the Company has exercised its right to treat as valid an acceptance as set out herein) be deemed to have been declined and will lapse. The Company reserves the right (in consultation with the Underwriter), but shall not be obliged, to accept (a) Provisional Allotment Letters and accompanying remittances which are received through the post not later than 10.00 a.m. on 12 September 2013, being the business day immediately following the final date for acceptance and payment (with the cover bearing a legible postmark of not later than 11.00 a.m. on 11 September 2013) and (b) applications in respect of which a remittance is received prior to 11.00 a.m. on 11 September 2013; from an authorised person (as defined in section 31(2) of FSMA) identifying the number of New Ordinary Shares to be acquired and undertaking to lodge the relevant Provisional Allotment Letter duly completed by not later than 10.00 a.m. on 12 September 2013, being the business day immediately following the final date for acceptance and payment, provided that the Provisional Allotment Letter is lodged by that time.

51 The Company may, having consulted with the Underwriter, treat a Provisional Allotment Letter as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions, or not accompanied by a valid power of attorney where required. Any person who makes a valid acceptance and payment in accordance with paragraph 3.2 of this Part III of this document is deemed to request that the New Ordinary Shares to which they will become entitled be issued to them on the terms set out in this document and subject to the Articles. 3.2.1 Payments All payments must be made by cheque or banker’s draft in pounds sterling drawn on a branch of a bank or building society in the UK, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque & Credit Clearing Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques or banker’s drafts to be cleared through the facilities provided for the members of either of those companies and must bear the appropriate sorting code number in the top right hand corner. Cheques and banker’s drafts should be made payable to ‘‘Equiniti – A/C Coalfield Resources plc’’ and crossed ‘‘A/C payee only’’. The Company reserves the right to have cheques and banker’s drafts presented for payment on receipt and to instruct Equiniti to seek special clearance of cheques to allow the Company to obtain value for remittances at the earliest opportunity. Interest will not be paid on payments made before they are due but will accrue for the benefit of the Company. Return of the Provisional Allotment Letter with a remittance in the form of a cheque will constitute a warranty that the cheque will be honoured on first presentation. The Company may elect to treat as invalid any acceptances in respect of which cheques or other remittances are notified to it or its agent as not having been so honoured. All enquiries in connection with Provisional Allotment Letters should be addressed to Equiniti. If New Ordinary Shares have already been allotted to a Qualifying Non-CREST Shareholder prior to any payment not being so honoured or such acceptances being treated as invalid, the Company may (in its absolute discretion as to manner, timing and terms) make arrangements for the sale of such New Ordinary Shares on behalf of such Qualifying Non-CREST Shareholder. The Company may hold the proceeds of such sale (net of the Company’s reasonable estimate of any loss it has suffered as a result of the same and of the expenses of the sale including, without limitation, any stamp duty or SDRT payable on the transfer of the New Ordinary Shares) of the relevant New Ordinary Shares on behalf of such Qualifying Non-CREST Shareholder. None of the Company, Equiniti or the Underwriter will be liable to any person for any loss, expense or damage suffered or incurred by such Qualifying Non-CREST Shareholder as a result of the exercise of any such discretion or as a result of any sale of relevant New Ordinary Shares.

3.3 Money Laundering Regulations It is a term of the Rights Issue that to ensure compliance with the Money Laundering Regulations Equiniti and/or the Company may in their sole discretion require verification of the identity of the person lodging the Provisional Allotment Letter with payment or, where relevant, its beneficial owner or ultimate controller and/or the person on whose behalf the Provisional Allotment Letter is lodged with payment and, where relevant, its beneficial owner or ultimate controller (which requirements are referred to below as the ‘‘verification of identity requirements’’). The person(s) (the ‘‘acceptor’’) who, by lodging a Provisional Allotment Letter with payment, as described above, accept(s) the allotment of the New Ordinary Shares (the ‘‘relevant shares’’) comprised in such Provisional Allotment Letter (being the provisional allottee or, in the case of renunciation, the person named in Form Y on such Provisional Allotment Letter), including any person who appears to Equiniti or the Company to be acting on behalf of another person, shall thereby be deemed to agree to provide Equiniti and/or the Company with such information and other evidence as they or either of them may require to satisfy the verification of identity requirements. If an application is made by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of Equiniti or the Company. In such case, the lodging agent’s stamp should be inserted on the Provisional Allotment Letter. If Equiniti or the Company determines that the verification of identity requirements apply to an acceptance of an allotment and the verification of identity requirements have not been satisfied (which Equiniti and/or the Company shall in their absolute discretion determine) by 11.00 a.m. on

52 11 September 2013, the Company may, in its absolute discretion, and without prejudice to any other rights of the Company, treat the acceptance as invalid or may confirm the allotment of the relevant New Ordinary Shares to the acceptor but (notwithstanding any other term of the Rights Issue) such New Ordinary Shares will not be issued to him or registered in his name until the verification of identity requirements have been satisfied (which Equiniti and/or the Company shall in their absolute discretion determine). If the acceptance is not treated as invalid and the verification of identity requirements are not satisfied within such period, being not less than seven days after a request for evidence of identity is despatched to the acceptor, as the Company may in its absolute discretion allow, the Company may (in its absolute discretion as to manner, timing and terms) sell such New Ordinary Shares (and for that purpose the Company will be expressly authorised to act as agent of the acceptor). Any proceeds of sale (net of the Company’s reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of the New Ordinary Shares) of the relevant New Ordinary Shares (which shall be issued to and registered in the name of the purchaser(s)) or an amount equivalent to the original payment, whichever is the lower, will be held by the Company on trust for the acceptor, subject to the requirements of the Money Laundering Regulations. Equiniti and/or the Company are entitled in their absolute discretion to determine whether the verification of identity requirements apply to any acceptor and whether such requirements have been satisfied. None of the Company, Equiniti or the Underwriter will be liable to any person for any loss, expense or damage suffered or incurred as a result of the exercise of any such discretion or as a result of any sale of relevant New Ordinary Shares. Return of a Provisional Allotment Letter with the appropriate remittance will constitute a warranty from the acceptor that the Money Laundering Regulations will not be breached by acceptance of such remittance. If the verification of identity requirements apply, failure to provide the necessary evidence of identity may result in your acceptance being treated as invalid or in delays in the despatch of a receipted fully-paid Provisional Allotment Letter or a share certificate. The verification of identity requirements will not usually apply: (a) if the acceptor is an organisation required to comply with the EU Money Laundering Directive (no. 2005/60/EC); or (b) if the acceptor is a regulated UK broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or (c) if the acceptor (not being an acceptor who delivers his acceptance in person) makes payment by way of a cheque drawn on an account in the name of such acceptor; (d) if the aggregate subscription price for the relevant New Ordinary Shares is less than A15,000 (or its pounds sterling equivalent, approximately £13,000); or (e) if the acceptor is a company whose securities are listed on a regulated market subject to specified disclosure obligations. Where the verification of identity requirements apply, please note the following as this will assist in satisfying the requirements. Satisfaction of the verification of identity requirements may be facilitated in the following ways: (i) if payment is made by building society cheque (not being a cheque drawn on an account of the acceptor) or banker’s draft, request the building society or bank to endorse the cheque or draft with the acceptor’s name and the number of an account held in the acceptor’s name at such building society or bank. Such endorsement must be validated by a stamp and an authorised signature; (ii) if payment is not made by a cheque drawn on an account in the name of the acceptor and (i) above does not apply, the acceptor should enclose with his Provisional Allotment Letter evidence of his name and address from an appropriate third party, for example, a recent bill from a gas, electricity or telephone company or a bank statement (being dated not earlier than 7 May 2013), in each case bearing the acceptor’s name and address. The originals of such documents (not copies) are required; such documents will be returned in due course. Equiniti may not accept a payment made on a third party cheque; (iii) if the Provisional Allotment Letter is lodged with payment by an agent which is an organisation of the kind referred to in (a) above or which is subject to anti money-laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members of which are Argentina, Australia, Brazil, Canada, China, Hong Kong, Iceland, India, Japan, Korea,

53 Mexico, New Zealand, Norway, the Russian Federation, Singapore, South Africa, Switzerland, Turkey, the United States of America and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide written conﬁrmation with the Provisional Allotment Letter that it has such status and a written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will on demand make such evidence available to Equiniti or the relevant authority; and (iv) if a Provisional Allotment Letter is lodged by hand by the acceptor in person, he should ensure that he has with him evidence of identity bearing his photograph (for example, his passport) and recent evidence of his address. In order to conﬁrm the acceptability of any written assurance referred to in (iii) above or any other case, the acceptor should contact Equiniti.

3.4 Dealings in Nil Paid Rights Subject to the fulﬁlment of the conditions set out in paragraph 1 of this Part III of this document, dealings on the London Stock Exchange in the Nil Paid Rights are expected to commence at 8.00 a.m. on 28 August 2013. A transfer of Nil Paid Rights can be made by a Qualifying Non-CREST Shareholder by way of renunciation of the Provisional Allotment Letter in accordance with the instructions printed on it or, in the case of any person in whose favour the Nil Paid Rights have been renounced, by delivery of such Provisional Allotment Letter to the transferee. The last time and date for renouncing Nil Paid Rights is 11.00 a.m. on 11 September 2013.

3.5 Dealings in Fully Paid Rights After acceptance of the provisional allotment in accordance with the provisions set out in this document and in the Provisional Allotment Letter, the Fully Paid Rights may be transferred by renunciation of the relevant fully paid Provisional Allotment Letter and delivery of the same by post or by hand to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 11.00 a.m. on 11 September 2013. Thereafter the New Ordinary Shares will be in registered form and will be transferable by written instrument of transfer in any usual or common form complying with the Articles or in any other written form which the Directors may approve. To deal in Fully Paid Rights, a Qualifying Non-CREST Shareholder will need to have their fully paid Provisional Allotment Letter returned to them after acceptance has been effected by Equiniti. However, fully paid Provisional Allotment Letters will not be returned to Shareholders unless their return is requested by ticking Box 4 on page 4 of the Provisional Allotment Letter. 3.6 Renunciation and splitting of Provisional Allotment Letters Qualifying Non-CREST Shareholders who wish to transfer all of their Nil Paid Rights or, after acceptance of the provisional allotment and payment in full, Fully Paid Rights comprised in a Provisional Allotment Letter may (save as required by the laws of certain overseas jurisdictions) renounce such allotment by completing and signing Form X on page 4 of the Provisional Allotment Letter (if it is not already marked ‘‘Original Duly Renounced’’) and passing the entire Provisional Allotment Letter to their stockbroker or bank or other appropriate ﬁnancial adviser or to the transferee. Once a Provisional Allotment Letter has been renounced, it becomes a negotiable instrument in bearer form and the Nil Paid Rights or Fully Paid Rights (as appropriate) comprised in the Provisional Allotment Letter may only be transferred by delivery of the Provisional Allotment Letter to the transferee. The latest time and date for registration of renunciation of Provisional Allotment Letters, fully paid, is 11.00 a.m. on 11 September 2013. If a Qualifying Non-CREST Shareholder wishes either to have only some of the New Ordinary Shares registered in his name and to transfer the remainder, or wishes to transfer all the Nil Paid Rights or (as appropriate) Fully Paid Rights but to different persons, he may have the Provisional Allotment Letter split, for which purpose he must complete and sign Form X on page 4 of the Provisional Allotment Letter. The Provisional Allotment letter must then be lodged by post, with Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by not later than 3.00 p.m. on 9 September 2013 when fully paid, to be cancelled and exchanged for the split Provisional Allotment Letters required. The number of split Provisional Allotment Letters required and the number of Nil Paid Rights or (as appropriate) Fully Paid Rights to be comprised in each letter should be stated in a covering letter. If a Qualifying Shareholder wishes to take up any of his rights, he must include a cheque or banker’s draft for

54 the correct amount with the covering letter in accordance with Paragraph 3.2.1 of this Part III of this document. If the Qualifying Shareholder wishes to receive a fully paid Provisional Allotment Letter in respect of any rights he has taken up this must be speciﬁcally requested in his covering letter. Holders of split Provisional Allotment Letters who wish to take up their entitlements must do so by returning the split Provisional Allotment Letters together with a cheque or banker’s draft in accordance with paragraph 3.2.1 of this Part III of this document. Form X on page 4 of the split Provisional Allotment Letters will be marked ‘‘Original Duly Renounced’’ before issue. Alternatively, a Qualifying Non-CREST Shareholder who wishes to take up only some of his Nil Paid Rights, without transferring the remainder, should complete Form X on page 4 of the Provisional Allotment Letter and return it by post to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, together with a covering letter conﬁrming the number of New Ordinary Shares to be taken up and a cheque or banker’s draft for the appropriate amount to pay for this number of New Ordinary Shares (in accordance with paragraph 3.2.1 of this Part III of this document). In this case, the Provisional Allotment Letter and cheque must be received by Equiniti by 3.00 p.m. on 9 September 2013. The Company and Equiniti reserve the right to refuse to register any renunciation in favour of any person which the Company and Equiniti believe may violate applicable legal or regulatory requirements including (without limitation) any renunciation in the name of any person with an address outside the UK.

3.7 Registration in names of Qualifying Non-CREST Shareholders A Qualifying Non-CREST Shareholder who wishes to have all his entitlement to New Ordinary Shares registered in his name must accept and make payment for such New Ordinary Shares in accordance with the provisions summarised in this document and set out in the Provisional Allotment Letter but need take no further action; a share certiﬁcate is expected to be sent to him by post by not later than 19 September 2013.

3.8 Registration in names of persons other than Qualifying Non-CREST Shareholders originally entitled In order to register Nil Paid Rights or Fully Paid Rights in certiﬁcated form in the name of someone other than the Qualifying Shareholder(s) originally entitled, the renouncee or his agent(s) must complete Form Y on the Provisional Allotment Letter (unless the renouncee is a CREST member who wishes to hold such shares in uncertiﬁcated form, in which case, Form X and the CREST Deposit Form must be completed – see paragraph 3.9 of this Part III of this document) and lodge the entire Provisional Allotment Letter, when fully paid, by post or by hand with Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 11.00 a.m. on 11 September 2013.

3.9 Deposit of Nil Paid Rights or Fully Paid Rights into CREST Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be converted into uncertificated form, that is, deposited into CREST (whether any such conversion arises as a result of a renunciation of those rights or otherwise). Subject as provided in the next section (or in the Provisional Allotment Letter), normal CREST procedures (including timings) apply in relation to any such conversion. You are recommended to refer to the CREST Manual for details of such procedures. The procedure for depositing the Nil Paid Rights represented by the Provisional Allotment Letter into CREST, whether such rights are to be converted into uncertificated form in the name(s) of the person(s) whose name(s) and address appear(s) on page 1 of the Provisional Allotment Letter, or in the name of a person or persons to whom the Provisional Allotment Letter has been renounced, is as follows: Form X and the CREST Deposit Form (both on page 4 of the Provisional Allotment Letter) must be completed and the Provisional Allotment Letter deposited with the CCSS. In addition, the normal CREST Stock Deposit procedures must be carried out, except that (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS and (b) only the whole of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter may be deposited into CREST. If you wish to deposit some only of the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter into CREST, you must first apply for split Provisional Allotment Letters. If the rights represented by more than one Provisional Allotment Letter are to be deposited, the CREST Deposit Form on each letter must be completed and deposited. The consolidation listing form on page 4 of the Provisional Allotment Letter must not be used.

55 A holder of Nil Paid Rights or (if appropriate) Fully Paid Rights represented by a Provisional Allotment Letter who is proposing to convert those rights into uncertiﬁcated form (whether following a renunciation of such rights or otherwise) is recommended to ensure that the conversion procedures are implemented in sufﬁcient time to enable the person holding or acquiring the Nil Paid Rights or (if appropriate) Fully Paid Rights in CREST following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 11 September 2013. In particular, having regard to normal processing times in CREST and on the part of Equiniti, the latest recommended time for depositing a renounced Provisional Allotment Letter, with Form X and the CREST Deposit Form on page 4 of the Provisional Allotment Letter duly completed, with the CCSS (in order to enable the person acquiring the Nil Paid Rights or (if appropriate) Fully Paid Rights in CREST as a result of the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 11 September 2013 is 3.00 p.m. on 6 September 2013. When Form X and the CREST Deposit Form (both on page 4 of the Provisional Allotment Letter) have been completed, the title to the Nil Paid Rights or Fully Paid Rights represented by the Provisional Allotment Letter will cease forthwith to be renounceable or transferable by delivery and, for the avoidance of doubt, any entries in Form Y will not subsequently be recognised or acted upon by Equiniti. All renunciations or transfers of the Nil Paid Rights or Fully Paid Rights must be effected through the means of CREST once such Nil Paid Rights or Fully Paid Rights have been deposited into CREST.

3.10 Share certificates Definitive share certificates in respect of the New Ordinary Shares to be held in certificated form are expected to be despatched by post on or around 19 September 2013 to accepting Shareholders at their registered addresses. After 19 September 2013, Provisional Allotment Letters will cease to be valid for any purpose whatsoever and, pending the issue of share certificates, instruments of transfer will be certified by Equiniti against lodgement of fully paid Provisional Allotment Letters and/or, in the case of renunciations, fully paid registration receipt forms, duly stamped by Equiniti.

3.11 Posting All documents and cheques posted to or by Shareholders or renouncees or their agents will be posted at their risk. 4. Action to be taken in relation to Nil Paid Rights or Fully Paid Rights in CREST

4.1 General It is expected that each Qualifying CREST Shareholder (other than certain Overseas Shareholders) will receive a credit to his CREST stock account of his entitlement to Nil Paid Rights as soon as practicable after 8.00 a.m. on 28 August 2013. The CREST stock account to be credited will be the account with the participant ID and member account ID that applies to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Nil Paid Rights are provisionally allotted. The Nil Paid Rights and Fully Paid Rights will each constitute a separate security for the purposes of CREST and can accordingly be transferred, in whole or in part, by means of CREST in the same manner as any other security that is admitted to CREST. If the Rights Issue is delayed or if, for any other reason, stock accounts of Qualifying CREST Shareholders cannot be credited, or the Nil Paid Rights cannot be enabled, by 8.00 a.m. on 28 August 2013, the expected timetable as set out in this document may be adjusted. References to dates and times in this document should be read as subject to any such adjustment. The Company will make an appropriate announcement to a Regulatory Information Service giving details of the revised dates, but Qualifying CREST Shareholders may not receive any further written communication. Further, in such circumstances the Company, in consultation with the Underwriter, may choose to send a Provisional Allotment Letter to each Qualifying CREST Shareholder in substitution for the Nil Paid Rights which would have been credited to its stock account in CREST. CREST members who wish to take up all or part of their entitlements in respect of, or otherwise to transfer, Nil Paid Rights or Fully Paid Rights held by them in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below. If you are a CREST sponsored member and wish to take up your entitlement, you should consult your CREST sponsor, as

56 only your CREST sponsor will be able to take the necessary action to take up your entitlements or otherwise to deal with your Nil Paid Rights or Fully Paid Rights. 4.2 Procedure for acceptance and payment 4.2.1 Many-To-Many Instructions CREST members who wish to take up all or part of their entitlement in respect of Nil Paid Rights in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) a Many-To-Many (‘‘MTM’’) instruction to Euroclear UK & Ireland which, on its settlement, will have the following effect: (i) the crediting of a stock account of Equiniti, under the participant ID and member account ID specified below, with the number of Nil Paid Rights to be taken up; (ii) the creation of a settlement bank payment obligation (as defined in the CREST Manual), in accordance with the RTGS payment mechanism (as defined in the CREST Manual), in favour of the RTGS settlement bank of Equiniti in pounds sterling, in respect of the full amount payable on acceptance in respect of the Nil Paid Rights referred to in sub-paragraph (i) above; and (iii) the crediting of a stock account of the accepting CREST member (being an account under the same participant ID and member account ID as the account from which the Nil Paid Rights are to be debited on settlement of the MTM instruction) of the corresponding number of Fully Paid Rights to which the CREST member is entitled on taking up his Nil Paid Rights referred to in sub-paragraph (i) above.

(a) Contents of MTM Instructions The MTM instruction must be properly authenticated in accordance with Euroclear UK & Ireland’s specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details: (i) the number of Nil Paid Rights to which the acceptance relates; (ii) the participant ID of the accepting CREST member; (iii) the member account ID of the accepting CREST member from which the Nil Paid Rights are to be debited; (iv) the participant ID of Equiniti, in its capacity as a CREST receiving agent. This is 2RA28; (v) the member account ID of Equiniti, in its capacity as a CREST receiving agent. This is RA138301; (vi) the number of Fully Paid Rights that the CREST member is expecting to receive on settlement of the MTM Instruction. This must be the same as the number of Nil Paid Rights to which the acceptance relates; (vii) the amount payable by means of the settlement bank payment obligation (as defined in the CREST Manual) on settlement of the MTM instruction. This must be the full amount payable on acceptance in respect of the number of Nil Paid Rights to which the acceptance relates; (viii) the intended settlement date. This must be on or before 11.00 a.m. on 11 September 2013; (ix) the ISIN Number of the Nil Paid Rights. This is GB00BCHX0F03; (x) the ISIN Number of the Fully Paid Rights. This is GB00BCHX0G10; (xi) the corporate action number for the Rights Issue. This will be available by viewing the relevant corporate action details in CREST; (xii) contact name and telephone numbers in the shared note field; and (xiii) a priority of at least 80.

(b) Valid acceptance An MTM instruction complying with each of the requirements as to authentication and contents as set out in sub-paragraph (b) of paragraph 4.2.1 of this Part III will constitute a valid acceptance where either: (i) the MTM instruction settles by not later than 11.00 a.m. on 11 September 2013; or (ii) at the discretion of the Company in consultation with the Underwriter

57 (A) the MTM instruction is received by Euroclear UK & Ireland by not later than 11.00 a.m. on 11 September 2013; (B) a number of Nil Paid Rights at least equal to the number of Nil Paid Rights inserted in the MTM instruction is credited to the CREST stock account of the accepting CREST member speciﬁed in the MTM instruction at 11.00 a.m. on 11 September 2013; and (C) the relevant MTM instruction settles by 2.00 p.m. on 11 September 2013 (or such later time as the Company and the Underwriter may determine). An MTM Instruction will be treated as having been received by Euroclear UK & Ireland for these purposes at the time at which the instruction is processed by the Communications Host at Euroclear UK & Ireland of the network provider used by the CREST member (or by the CREST sponsored member’s CREST sponsor). This will be conclusively determined by the input time stamp applied to the MTM instruction by the Network Provider’s Communications Host.

(c) Representations, warranties and undertakings of CREST Members A CREST member or CREST sponsored member who makes a valid acceptance in accordance with this paragraph 4.2 of this Part III represents, warrants and undertakes to the Company and the Underwriter that he has taken (or procured to be taken), and will take (or procure to be taken), whatever action is required to be taken by him or by his CREST sponsor (as appropriate) to ensure that the MTM instruction concerned is capable of settlement at 11.00 a.m. on 11 September 2013 and remains capable of settlement at all times after that until 2.00 p.m. on 11 September 2013 (or until such later time and date as the Company and the Underwriter may determine). In particular, the CREST member or CREST sponsored member represents, warrants and undertakes that, at 11.00 a.m. on 11 September 2013 and at all times thereafter until 2.00 p.m. on 11 September 2013 (or until such later time and date as the Company and the Underwriter may determine), there will be sufficient Headroom within the Cap (as those terms are defined in the CREST Manual) in respect of the cash memorandum account to be debited with the amount payable on acceptance to permit the MTM instruction to settle. CREST sponsored members should contact their CREST sponsor if they are in any doubt. If there is insufficient Headroom within the Cap in respect of the cash memorandum account of a CREST member or CREST sponsored member for such amount to be debited or the CREST member’s or CREST sponsored member’s acceptance is otherwise treated as invalid and New Ordinary Shares have already been allotted to such CREST member or CREST sponsored member, the Company may (in its absolute discretion as to the manner, timing and terms) make arrangements for the sale of such New Ordinary Shares on behalf of that CREST member or CREST sponsored member and hold the proceeds of sale (net of the Company’s reasonable estimate of any loss that it has suffered as a result of the acceptance being treated as invalid and of the expenses of sale including, without limitation, any stamp duty or SDRT payable on the transfer of such New Ordinary Shares, and of all amounts payable by the CREST member or CREST sponsored member pursuant to the provisions of this Part III in respect of the acquisition of such New Ordinary Shares) on behalf of such CREST member or CREST sponsored member. Neither the Company, nor the Underwriter nor any other person shall be responsible for, or have any liability for, any loss, expense or damage suffered by such CREST member or CREST sponsored member as a result.

(d) CREST member’s undertaking to pay A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures as set out in this paragraph 4.2 of this Part III, (a) undertakes to pay to the Company, or procure the payment to the Company of, the amount payable in pounds sterling on acceptance in accordance with the above procedures or in such other manner as the Company may require (it being acknowledged that, where payment is made by means of the RTGS payment mechanism, the creation of a settlement bank payment obligation in pounds sterling in favour of the settlement bank of Equiniti in accordance with the RTGS payment mechanism shall, to the extent of the obligation so created, discharge in full the obligation of the CREST member (or CREST sponsored member) to pay to the Company the amount payable on acceptance) and (b) requests that the Fully Paid Rights and/or New Ordinary Shares to which he will become entitled be issued to him on the terms set out in this document and subject to the Articles.

58 If the payment obligations of the relevant CREST member or CREST sponsored member in relation to such New Ordinary Shares are not discharged in full and such New Ordinary Shares have already been allotted to the CREST member or CREST sponsored member, the Company may (in its absolute discretion as to manner, timing and terms) make arrangements for the sale of such New Ordinary Shares on behalf of the CREST member or CREST sponsored member and hold the proceeds of sale (net of the Company’s reasonable estimate of any loss it has suffered as a result of the same and of the expenses of the sale, including, without limitation, any applicable brokerage and commissions and amounts in respect of any value added tax, any stamp duty or SDRT payable on the transfer of such New Ordinary Shares, and of all amounts payable by such CREST member or CREST sponsored member pursuant to the terms of the Rights Issue in respect of the acquisition of such New Ordinary Shares) or an amount equal to the original payment of the CREST member or CREST sponsored member. Neither the Company nor Investec nor any other person shall be responsible for, or have any liability for, any loss, expense or damage suffered by the CREST member or CREST sponsored member as a result.

(e) CREST procedures and timings CREST members and CREST sponsors (on behalf of CREST sponsored members) should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular corporate action. Normal systems timings and limitations will therefore apply in relation to the input of an MTM instruction and its settlement in connection with the Rights Issue. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) the action necessary to ensure that a valid acceptance is received as stated above by 11.00 a.m. on 11 September 2013. In this connection CREST members and (where applicable) CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(f) Discretion as to rejection and validity of acceptances The Company may (having consulted with the Underwriter and taken into account their reasonable comments): (i) reject any acceptance constituted by an MTM instruction, which is otherwise valid, in the event of breach of any of the representations, warranties and undertakings as set out or referred to in this paragraph 4.2 of this Part III. Where an acceptance is made as set out in paragraph 4.2 of this Part III which is otherwise valid, and the MTM instruction concerned fails to settle by 11.00 a.m. on 11 September 2013 (or by such later time and date as the Company and the Underwriter have determined), the Company and the Underwriter shall be entitled to assume, for the purposes of its right to reject an acceptance as set out in paragraph 4.2 of this Part III, that there has been a breach of the representations, warranties and undertakings as set out or referred to in paragraph 4.2 of this Part III, unless the Company is aware of any reason outside the control of the CREST member or CREST sponsor (as appropriate) concerned for the failure of the MTM instruction to settle; (ii) treat as valid (and binding on the CREST member or CREST sponsored member concerned) an acceptance which does not comply in all respects with the requirements as to validity as set out or referred to in paragraph 4.2 of this Part III; (iii) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid acceptance in substitution for, or in addition to, an MTM instruction and subject to such further terms and conditions as the Company and the Underwriter may determine; (iv) treat a properly authenticated dematerialised instruction (in this sub-paragraph the ‘‘first instruction’’) as not constituting a valid acceptance if, at the time at which Equiniti receives a properly authenticated dematerialised instruction giving details of the first instruction, either the Company or Equiniti has received actual notice from Euroclear UK & Ireland of any of the matters specified in regulation 35(5)(a) of the Uncertificated Securities Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and (v) accept an alternative instruction or notification from a CREST member or (where applicable) a CREST sponsor, or extend the time for acceptance and/or settlement of an MTM instruction or any alternative instruction or notification if, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the

59 CREST member or CREST sponsored member is unable validly to take up all or part of his Nil Paid Rights by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of an interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of facilities and/or systems operated by Equiniti in connection with CREST. Any person who makes a valid acceptance and payment in accordance with paragraph 4.2 of this Part III is deemed to request that the New Ordinary Shares to which they will become entitled be issued to them on the terms set out in this document and subject to the Articles.

4.3 Money Laundering Regulations If you hold your Nil Paid Rights in CREST and apply to take up all or part of your entitlement as agent for one or more persons and you are not a UK or EC regulated person or institution (e.g. a UK ﬁnancial institution), then, irrespective of the value of the application, Equiniti is required to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact Equiniti before sending any MTM instruction or other instruction so that appropriate measures may be taken. Submission of an MTM instruction which constitutes, or which may on its settlement constitute, a valid acceptance as described above constitutes a warranty and undertaking by the applicant to provide promptly to Equiniti any information Equiniti may specify as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to Equiniti as to identity, Equiniti, having where time allows, consulted with the Company and the Underwriter and having taken into account their comments, may at its absolute discretion take, or omit to take, such action as it may determine to prevent or delay settlement of the MTM instruction. If satisfactory evidence of identity has not been provided within a reasonable time, then Equiniti will not permit the MTM instruction concerned to proceed to settlement, but without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure by the applicant to provide satisfactory evidence.

4.4 Dealings in Nil Paid Rights Assuming the Rights Issue becomes unconditional, dealings in the Nil Paid Rights on the London Stock Exchange are expected to commence at 8.00 a.m. on 28 August 2013. A transfer (in whole or in part) of Nil Paid Rights can be made by means of CREST in the same manner as any other security that is admitted to CREST. The Nil Paid Rights are expected to be disabled in CREST after the close of CREST business on 11 September 2013.

4.5 Dealings in Fully Paid Rights After acceptance of the provisional allotment and payment in full in accordance with the provisions set out in this document, the Fully Paid Rights may be transferred (in whole or in part) by means of CREST in the same manner as any other security that is admitted to CREST. The last date for settlement of any transfer of Fully Paid Rights in CREST is expected to be 11 September 2013. The Fully Paid Rights are expected to be disabled in CREST after the close of CREST business on 11 September 2013.

4.6 Withdrawal of Nil Paid Rights or Fully Paid Rights from CREST Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certiﬁcated form, that is, withdrawn from CREST. Normal CREST procedures (including timings) apply in relation to any such conversion. The recommended latest time for receipt by Euroclear UK & Ireland of a properly authenticated dematerialised instruction requesting withdrawal of Nil Paid Rights or, if appropriate, Fully Paid Rights from CREST is 4.30 p.m. on 5 September 2013, so as to enable the person acquiring or (as appropriate) holding the Nil Paid Rights or, if appropriate, Fully Paid Rights following the conversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 11 September 2013. You are recommended to refer to the CREST Manual or to your CREST sponsor, if appropriate, for details of such procedures.

60 4.7 Issue of New Ordinary Shares in CREST Fully Paid Rights in CREST are expected to be disabled in CREST after the close of CREST business on 11 September 2013 (the latest date for settlement of transfers of Fully Paid Rights in CREST). New Ordinary Shares (in deﬁnitive form) will be issued in uncertiﬁcated form to those persons registered as holding such Fully Paid Rights in CREST at the close of business on the date on which the Fully Paid Rights are disabled. Equiniti will instruct Euroclear UK & Ireland to credit the appropriate stock accounts of those persons (under the same participant ID and member account ID that applied to the Fully Paid Rights held by those persons) with their entitlements to New Ordinary Shares with effect from the next business day (expected to be 12 September 2013).

4.8 Right to allot/issue in certiﬁcated form Despite any other provision of this document, the Company reserves the right to allot and/or issue any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in certiﬁcated form. In normal circumstances, this right is only likely to be exercised in the event of an interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Equiniti in connection with CREST.

5. Procedure in respect of Rights not taken up and withdrawal Rights 5.1 Procedure in respect of Rights not take up If an entitlement to New Ordinary Shares is not validly taken up by 11.00 a.m. on 11 September 2013, in accordance with the procedure laid down for acceptance and payment, then that provisional allotment will be deemed to have been declined and will lapse. Investec will, as agent for the Company and after consultation with the Company and the Underwriter, use reasonable endeavours to procure subscribers for all of those New Ordinary Shares by not later than 3.00 p.m. on 13 September 2013 at a price per New Ordinary Share which is not less than the aggregate of the Issue Price and the expenses of procuring such subscribers (including applicable brokerage commission and any amounts in respect of VAT). If subscribers can be procured on this basis, such New Ordinary Shares will be reallotted at the Issue Price to such subscribers and any net proceeds (after deduction of the Issue Price and the expenses of procuring such subscribers, including applicable brokerage commission and any amounts in respect of VAT) will be paid (without interest) by cheque as set out below. It will be a term of such subscription that such net proceeds shall be paid (subject as provided in paragraph 5 of this Part III of this document): (i) where the provisional allotment was, at the time of its lapsing, represented by a Provisional Allotment Letter, to the person whose name and address appeared on page 1 of the Provisional Allotment Letter; and (ii) where the Nil Paid Rights were, at the time of their lapsing, in uncertificated form, to the person registered as the holder of such Nil Paid Rights at the time of their disablement in CREST. Payments to those persons entitled (as referred to above) will be made pro rata to their lapsed provisional allotments, save that amounts of less than £5.00 will not be paid to such persons but will be aggregated and retained for the benefit of the Company. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as being held by different persons for these purposes. Cheques for the amounts due (if any) will be sent by post at the risk of such persons to their registered addresses provided that, where an entitlement concerned was held in CREST, the amount due will, unless the Company (at is absolute discretion) otherwise determines, be satisfied by the Company procuring the creation of a settlement bank payment obligation in favour of the relevant CREST member’s (or CREST sponsored member’s) RTGS settlement bank in respect of the cash amount concerned in accordance with the RTGS payment mechanism. Notwithstanding the above, Investec may at any time after 11.00 a.m. on 11 September 2013 cease to endeavour to procure subscribers if, in their reasonable opinion, it is unlikely that any such subscribers can be procured at such a price and by such a time. lf, and to the extent that, subscribers for New Ordinary Shares cannot be procured on the basis outlined above, the relevant New Ordinary Shares will be subscribed for by the Underwriter at the Issue Price pursuant to the terms of the Underwriting Agreement. Any transactions undertaken pursuant to this section 5 of this Part III of this document will be deemed to have been undertaken at the request of the persons entitled to the lapsed provisional allotments or other entitlements and none of the Company, Investec nor any person procuring or seeking to procure such subscribers shall be responsible or have any liability for any loss or damage (whether actual or alleged)

61 arising from the terms, amount or timing of any such subscription or any failure to procure such subscribers or the decision not to endeavour to procure such subscribers. Investec will be entitled to retain any brokerage fees, commissions or other beneﬁts received in connection with these arrangements.

5.2 Withdrawal Rights Where a supplementary prospectus has been published and, prior to publication, a person has agreed to take up some or all of his Nil Paid Rights, he may be able to withdraw his acceptance under section 87Q(4) of FSMA by lodging a written notice of withdrawal, which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the participant ID and the member account ID of such CREST member, with Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, so as to be sent no later than two Business Days after the date on which the supplementary prospectus is published. If such right to withdraw acceptances under section 87Q(4) of FSMA would apply at any time after the last date for valid acceptance such date shall be postponed to a new date announced by the Company not being earlier than two Business Days beginning with the ﬁrst Business Day after the date on which the supplementary prospectus is published. Notice of withdrawal given by any other means or which is deposited with or received by Equiniti after expiry of such period will not constitute a valid withdrawal. Following the valid exercise of statutory withdrawal rights, application monies will be returned by post to relevant Qualifying Non-CREST Shareholders at their own risk and without interest to the address set out in the Provisional Allotment Letter and/or Equiniti will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as applicable within 14 days of such exercise of statutory withdrawal rights. Interest earned on such monies will be retained for the beneﬁt of the Company, The provisions of this section 5 of this Part III are without prejudice to the statutory rights of Qualifying Shareholders. In such event Qualifying Shareholders are advised to seek independent legal advice. 6. Taxation The information regarding UK taxation in respect of the New Ordinary Shares and the Rights Issue is set out in Part IX of this document and is intended only as a general guide to the current tax position in the UK. If you are in any doubt about your tax position or are subject to a tax in a jurisdiction other than the UK, you should consult your professional adviser without delay.

7. Overseas Shareholders 7.1 General The making or acceptance of the Rights Issue to or by persons resident in, or who are citizens of, countries other than the UK may be affected by the laws of the relevant jurisdiction. Such persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights. It is the responsibility of all persons (including, without limitation, nominees, custodians, agents and trustees) resident outside the UK receiving this document and/or a Provisional Allotment Letter and/or a credit of Nil Paid Rights to a stock account in CREST and wishing to accept the offer of New Ordinary Shares to satisfy themselves as to full observance of the applicable laws of the territory in which they are located, domiciled or resident for securities laws purposes, including obtaining all necessary governmental or other consents which may be required, observing all other requisite formalities needing to be observed and paying any issue, transfer or other taxes due in such territory. The comments set out in this paragraph 7 of this Part III are intended only as a general guide and any Qualifying Shareholders who are in doubt as to their position should consult their professional adviser without delay. Receipt of this document and/or a Provisional Allotment Letter or the crediting of Nil Paid Rights to a stock account in CREST will not constitute an offer in those jurisdictions in which it would be illegal to make an offer, and in those circumstances this document and/or the Provisional Allotment Letter should be treated as sent for information only in relation to the General Meeting and in accordance with Rule 9 of the Takeover Code and should not be copied or redistributed. Nil Paid Rights will be provisionally allotted to all Qualifying Shareholders, including Qualifying Shareholders with registered addresses in any Excluded Territory. However, Provisional Allotment Letters will not be sent to, and Nil Paid Rights will not be credited to CREST accounts of, Qualifying

62 Shareholders with registered addresses in any Excluded Territory or any agent or intermediary of those Qualifying Shareholders, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. No person in any territory other than the UK receiving this document and/or a Provisional Allotment Letter and/or a credit of Nil Paid Rights to a stock account in CREST may treat the same as constituting an offer or invitation to him, nor should he in any event use a Provisional Allotment Letter or deal in Nil Paid Rights or Fully Paid Rights in CREST, unless such an invitation or offer can lawfully be made to him in the relevant territory and the Provisional Allotment Letter, Nil Paid Rights or Fully Paid Rights In CREST can lawfully be used or dealt with without contravention of any unfulfilled registration or other legal or regulatory requirements. Persons (including, without limitation, nominees, custodians agents and trustees) receiving a copy of this document and/or a Provisional Allotment Letter or whose stock account in CREST is credited with Nil Paid Rights or Fully Paid Rights should not, in connection with the Rights Issue, distribute or send the document or transfer Nil Paid Rights or Fully Paid Rights in or into any jurisdiction or to any citizen of any such jurisdiction where to do so would or might contravene local securities laws or regulations. If a Provisional Allotment Letter or credit of Nil Paid Rights or Fully Paid Rights in CREST is received by any person in any such territory (or by the agent or nominee of such a person), he must not seek to take up, renounce or transfer the Nil Paid Rights or Fully Paid Rights referred to in the Provisional Allotment Letter or this document unless the Company determines (in consultation with the Underwriter) that such actions would not violate applicable legal or regulatory requirements. Any person (including, without limitation, any nominee, custodian trustee or agent) who does forward this document or a Provisional Allotment Letter into or credit Nil Paid Rights or Fully Paid Rights into CREST to be received by a person in any such territory (whether pursuant to a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this paragraph 7 of this Part III. The Company, in consultation with the Underwriter, reserves the right to treat as invalid any acceptance or purported acceptance of the offer of New Ordinary Shares, or renunciation or purported renunciation of the offer of New Ordinary Shares, and will not be bound to allot, issue or transfer New Ordinary Shares if it (a) appears to the Company or its agents that the form of acceptance or renunciation has been executed or effected in or despatched from any Excluded Territory, by or for the account of a person located in the United States, or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement; (b) in the case of a Provisional Allotment Letter, provides an address in any Excluded Territory or any other jurisdiction outside the UK in which the Company believes it would be unlawful to deliver definitive share certificates for the New Ordinary Shares; (c) in the case of a credit of Nil Paid Rights held in CREST, to a CREST member or CREST sponsored member whose registered address would be in the United States or any of the Excluded Territories; or (d) purports to exclude any of the warranties contained in this Part III. The attention of Qualifying Shareholders with registered addresses in any Excluded Territory, or persons resident in those countries, is drawn to paragraph 7 of this Part III. Despite any other provisions of this document or the Provisional Allotment Letter, the Company reserves the right to permit any Qualifying Shareholder to take up his rights if the Company in its sole and absolute discretion is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question. Those Overseas Shareholders who wish, and are permitted, to take up their entitlement should note that payments must be made as described in paragraph 3.2.1 (Qualifying Non-CREST Shareholders) and paragraph 4.2 (Qualifying CREST Shareholders) both of this Part III. If you are in any doubt as to your eligibility to accept the offer of New Ordinary Shares or to deal with Nil Paid Rights or Fully Paid Rights, you should contact your professional advisers immediately. For the avoidance of doubt, Overseas Shareholders who receive this document and a Form of Proxy in accordance with Rule 9 of the Takeover Code may vote on the Resolutions set out in the Notice of General Meeting at the end of this document by returning the Form of Proxy to the Registrars or by submitting a proxy vote electronically, by no later than 10.00 a.m. on 25 August 2013, despite being unable to participate in the Rights Issue pursuant to the terms of this Part III.

7.2 United States and Canada The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the Securities Act, the laws of any state of the United States or the securities legislation

63 of any province or territory of Canada. Subject to certain exceptions, none of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters may be directly or indirectly offered for subscription or purchase, taken up, sold, delivered, renounced or transferred in or into the United States or Canada or by any person otherwise located in the United States or Canada. Accordingly, subject to certain exceptions, the Rights Issue will not be made within the United States or Canada and neither this document nor Provisional Allotment Letters will be sent to, nor will any Nil Paid Rights be credited to a stock account in CREST of, any Shareholder with a registered address in the United States or Canada. Any person in the United States who obtains a copy of this document or a Provisional Allotment Letter and who is not both a ‘‘qualified institutional buyer’’ within the meaning of Rule 144A under the Securities Act and a ‘‘qualified purchaser’’ as defined under Section 2(a)(51) of the Investment Company Act (hereafter, a ‘‘Qualifying US Investor’’) is required to disregard them. Any person in Canada who obtains a copy of this document or a Provisional Allotment Letter is required to disregard them. Qualifying US Investors that satisfy the Company as to their status may exercise the Nil Paid Rights and the Fully Paid Rights by delivering a properly completed Provisional Allotment Letter to the Receiving Agent in accordance with the procedures set out in paragraph 3 of this Part III of this document. Qualifying US Investors must also complete, and return to the Company, an Investor Representation Letter in the appropriate form as described in paragraph 8.3 of this Part III of this document, with a copy to Investec. Overseas Shareholders who hold Ordinary Shares through a bank, a broker or other financial intermediary, should procure that the relevant bank, broker or financial intermediary submits an Investor Representation Letter on their behalf. The Company has the discretion to refuse to accept any Provisional Allotment Letter that is incomplete, unexecuted or not accompanied by an executed Investor Representation Letter or any other required additional documentation. Potential purchasers of the New Ordinary Shares in the US are advised to consult legal counsel prior to making any offer for, resale, pledge or other transfer of such New Ordinary Shares. Until 40 days after the commencement of the Rights Issue, an offer, sale or transfer of the New Ordinary Shares, Nil Paid Rights, Fully Paid Rights or Provisional Allotment Letters within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the Securities Act. No representation has been, or will be, made by the Company or Investec as to the availability of Rule 144 under the Securities Act or any other exemption under the Securities Act or any state securities laws for the reoffer, pledge or transfer of the New Ordinary Shares.

7.3 Other Overseas Territories Qualifying Shareholders who have registered or who are resident in, or who are citizens of, other overseas territories should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Nil Paid Rights and/or Fully Paid Rights and/or New Ordinary Shares under the Rights Issue. The comments set out in this section 7 of this Part III are intended as a guide only and persons resident in, or who are citizens of, countries other than the UK should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights.

8. Further representations and warranties 8.1 Qualifying Non-CREST Shareholders holding their shares in certiﬁcated form Any person accepting and/or renouncing a Provisional Allotment Letter or requesting registration of the New Ordinary Shares comprised therein represents and warrants to the Company and Investec that, except where proof has been provided to the Company’s satisfaction that such person’s use of the Provisional Allotment Letter will not result in the contravention of any applicable legal or regulatory requirement in any jurisdiction, (a) such person is not accepting and/or renouncing the Provisional Allotment Letter, or requesting registration of the relevant New Ordinary Shares, from within any Excluded Territory (b) such person is not in any territory in which it is unlawful to make or accept an offer to acquire New Ordinary Shares or to use the Provisional Allotment Letter in any manner in which such person has used or will use it, (c) such person is not acting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in (b) above at the time the instruction to accept or renounce was given, and (d) such person is not acquiring New Ordinary Shares with a view to

64 the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares in any Excluded Territory or any territory referred to in (b). The Company may treat as invalid any acceptance or purported acceptance of the allotment of New Ordinary Shares comprised in, or renunciation or purported renunciation of, a Provisional Allotment Letter if it (a) appears to the Company or its agents to have been executed or effected in or despatched from any Excluded Territory, by or for the account of a person located in an Excluded Territory or otherwise in a manner which may involve a breach of the laws of any jurisdiction or if it believes the same may violate any applicable legal or regulatory requirement, (b) provides an address in any of the Excluded Territories for delivery of definitive share certificates for New Ordinary Shares (or any jurisdiction outside the UK in which the Company believes it would be unlawful to deliver such certificates), or (c) purports to exclude the warranty required by this paragraph. Each subscriber or purchaser acknowledges that the Company and Investec will rely upon the truth and accuracy of the foregoing representations and agreements, and agrees that if any of the representations and agreements deemed to have been made by such subscriber or purchaser by his subscription for, or purchase of, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, as the case may be, are no longer accurate, he shall promptly notify the Company and Investec. If such subscriber or purchaser is subscribing for or purchasing the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares as a fiduciary or agent for one or more investor accounts, each subscriber or purchaser represents that he has sole investment discretion with respect to each such account and full power to make the foregoing representations and agreements on behalf of each such account.

8.2 Qualifying CREST Shareholders holding Shares in uncertificated form A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part III represents and warrants to the Company and Investec that, except where proof has been provided to the Company’s satisfaction that such person’s acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction, (a) he is not within any Excluded Territory, (b) he is not in any territory in which it is unlawful to make or accept an offer to acquire New Ordinary Shares, (c) he is not accepting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in (b) above at the time the instruction to accept was given, and (d) he is not acquiring New Ordinary Shares with a view to the offer, sale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into any Excluded Territory or any territory referred to in (b) above or to a person otherwise located an Excluded Territory. The Company reserves the right to reject any MTM instructions sent from any Excluded Territory or by a CREST member who is acting on a non-discretionary basis for the account or benefit of a person located within any Excluded Territory or if it believes the same may violate any applicable legal or regulatory requirements. Each subscriber or purchaser acknowledges that the Company and Investec will rely upon the truth and accuracy of the foregoing representations and agreements, and agrees that if any of the representations and agreements deemed to have been made by such subscriber or purchaser by his subscription for, or purchase of, the. Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, as-the case may be, are no longer accurate, he shall promptly notify the Company and Investec. If such subscriber or purchaser is subscribing for or purchasing the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares as a fiduciary or agent for one or more Investor accounts, each subscriber or purchaser represents that he has sole investment discretion with respect to each such account and full power to make the foregoing representations and agreements on behalf of each such account.

8.3 Qualifying US Investors Each Qualifying US investor will further be speciﬁcally required to execute an Investor Representation Letter pursuant to which such qualifying US Investor will acknowledge, represent to and agree with the Company and Investec, among other things, that: (a) it understands and acknowledges that the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and that the Nil paid Rights, Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the Securities Act or any state securities laws;

65 (b) it is (a) both a ‘‘qualified institutional buyer’’ as defined in Rule 144A under the Securities Act and a ‘‘qualified purchaser’’ as defined under Section 2(a)(51) of the Investment Company Act (b) aware that any offer or sale of the Nil Paid Rights, Fully Paid Rights and/or the New Ordinary Shares to it pursuant to the Rights Issue will be made by way of a private placement in a transaction exempt from, or otherwise not subject to, the registration requirements of the Securities Act; (c) in the normal course of its business, it invests in or purchases securities similar to the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares and (a) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares, (b) it, and any accounts for which it is acting, is able to bear the economic risk of an investment in the Nil Paid Rights, Fully Paid Rights and/or the New Ordinary Shares for an indefinite period and (c) it has concluded on the basis of information available to it that it is able to bear the risks associated with such investment; (d) it is acquiring the Nil Paid Rights, Fully Paid Rights and/or the New Ordinary Shares in the rights issue (a) for its own account or for the account of one or more other Qualifying US Investors for which it is acting as duly authorised fiduciary or agent or (b) for a discretionary account or accounts as to which it has complete investment discretion and the authority to make these representations, warranties, agreements and acknowledgements contained in the Investor Representation Letter, in either case, for investment purposes and not with a view to distribution within the meaning of the Securities Act; (e) it has received and read a copy of this document, including the documents and information incorporated by reference herein, has had the opportunity to ask questions of representatives of the Company concerning the Company, the Rights Issue, the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares, and has made its own investment decision to acquire the Nil Paid Rights, Fully Paid Rights and/or the New Ordinary Shares in the Rights Issue on the basis of its own independent investigation and appraisal of the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Rights Issue, the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares; (f) it acknowledges and agrees that it has held and will hold this document and any Provisional Allotment Letter in confidence, it being understood that this document and any Provisional Allotment Letter that it has received or will receive are solely for its use and that it has not duplicated, distributed, forwarded, transferred or otherwise transmitted this document, any provisional Allotment Letter or any other presentational or other materials concerning the Rights Issue (including electronic copies thereof) to any persons within the United States, and acknowledges and agrees that such materials shall not be duplicated, distributed, forwarded, transferred or otherwise transmitted by it within the United States. It has made its own assessment concerning the relevant tax, legal and other economic considerations relevant to an investment in the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares; (g) it acknowledges and agrees that it has not acquired the Nil Paid Rights, Fully Paid Rights and/or the New Ordinary Shares in the Rights Issue as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (h) it acknowledges and agrees that the Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares may not be reoffered, sold, pledged or otherwise transferred, and that it will not directly or indirectly reoffer, sell, pledge or otherwise transfer the Nil Paid Rights, Fully Paid Rights or the New Ordinary Shares, except (a) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; (b) with respect to the New Ordinary Shares only, to a person who is both a qualified institutional buyer pursuant to Rule 144A under the Securities Act and a ‘‘qualified purchaser’’ as defined under Section 2(a)(51) of the Investment Company Act; or (c) with respect to the New Ordinary Shares only, pursuant to an exemption from the registration requirements of the Securities Act pursuant to Rule 144 thereunder (if available), or any other exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, subject to delivery to the Company of an opinion of counsel (and such other evidence as the Company may reasonably require) that such transfer or sale is in compliance with the Securities Act

66 and that in each case, such offer, sale pledge or transfer must and will be made in accordance with any applicable securities laws of any state or other jurisdiction of the United States; (i) it understands that Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the Securities Act and that, for so long as they remain ‘‘restricted securities’’, the Ordinary Shares may not be deposited into any unrestricted depositary facility established or maintained by a depositary bank; (j) to the extent it has received or does receive a Provisional Allotment Letter, it understands and agrees that it shall bear a legend substantially in the form below: ‘‘THE NIL PAID RIGHTS, THE FULLY PAID RIGHTS AND THE NEW ORDINARY SHARES OF COALFIELD RESOURCES PLC (THE ‘‘COMPANY’’) TO WHICH THIS PROVISIONAL ALLOTMENT LETTER RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NIL PAID RIGHTS, THE FULLY PAID RIGHTS AND THE NEW ORDINARY SHARES MAY NOT, SUBJECT TO CERTAIN EXCEPTIONS, BE OFFERED, SOLD, TAKEN UP OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR ITS TERRITORIES OR POSSESSIONS.’’ (k) it understands and acknowledges that upon the initial issuance thereof, and until such time as the same is no longer required under the Securities Act or applicable state securities laws, the certificates representing the New Ordinary Shares (to the extent such New Ordinary Shares are in certificated form), and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend substantially in the form below: ‘‘THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. BY ITS ACCEPTANCE OF THESE SECURITIES THE PURCHASER REPRESENTS THAT IT IS BOTH A QUALIFIED INSTITUTIONAL BUYER (‘‘QIB’’) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND A QUALIFIED PURCHASER (‘‘QP’’) AS DEFINED UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT, AND THAT IT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF OTHER PURCHASERS WHO ARE QIBs AND QPs AND AGREES THAT THE SECURITIES ARE NOT BEING ACQUIRED WITH A VIEW TO DISTRIBUTION AND ANY RESALE OF SUCH SECURITIES WILL BE MADE ONLY (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.’’ (l) it understands and acknowledges that no representation has been, or will be, made by the Company or Investec as to the availability of Rule 144 under the Securities Act or any state securities laws for the reoffer, pledge or transfer of the new Ordinary Shares; (m) it understands and acknowledges that the Company may make notation on its records or give instructions to the registrar and any transfer agent of the Nil Paid Rights, Fully Paid Rights or the New Ordinary Shares in order to implement the restrictions on transfer set forth and described herein; (n) neither Investec, its affiliates, nor persons acting on their behalf have made any representation to it, express or implied, with respect to the Company, the Rights Issue, the Nil Paid Rights, Fully Paid Rights or the New Ordinary Shares, or the accuracy, completeness or adequacy of such financial

67 and other information concerning the Company, the Rights Issue, the Nil Paid Rights, Fully Paid rights and the New Ordinary Shares; (o) it acknowledges that the Company, its affiliates, Investec, its affiliates, the registrar and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and understands the Company, its affiliates, Investec, its affiliates, the registrar and others will rely upon the Investor Representation Letters to comply with United States and other securities laws. Accordingly, it authorises the Company or Investec to produce its Investor Representation Letter or a copy thereof to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters set forth herein.

9. General 9.1 Times and dates The dates and times set out in the timetable of events at the beginning of this document and mentioned throughout the document and the Provisional Allotment Letter may be adjusted by agreement between the Company and the Underwriter, in which event details of the new dates and times will be notiﬁed to a Regulatory Information Service and, where appropriate, to Qualifying Shareholders. Qualifying Shareholders may not receive any further written communication.

9.2 Waiver The provisions of paragraph 7 of this Part III and of any other terms of the Rights Issue may be waived, varied or modiﬁed as regards speciﬁc Shareholders or on a general basis by the Company and the Underwriter in their absolute discretion. Subject to this, the provisions of paragraph 7 of this Part III supersede any terms of the Rights Issue inconsistent herewith. References in paragraph 7 of this Part III to Shareholders shall include references to the person or persons executing a Provisional Allotment Letter and, in the event of more than one person executing a Provisional Allotment Letter, the provisions of paragraph 7 of this Part III shall apply to them jointly and to each of them.

9.3 Governing law The terms and conditions of the Rights Issue and all other matters in relation thereto as set out in this document and the Provisional Allotment Letter (if applicable) shall be governed by and construed in accordance with English law. The New Ordinary Shares will be created under the Companies Act.

9.4 Jurisdiction The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue, this document or the Provisional Allotment Letter. By accepting rights under the Rights Issue in accordance with the instructions set out in this document and, in the case of Qualifying non-CREST Shareholders only, the Provisional Allotment Letter, Qualifying Shareholders and any other person who subscribes for New Ordinary Shares irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such courts on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

68 PART IV – DESCRIPTION OF THE COALFIELD RESOURCES GROUP 1. Information on the Company 1.1 Background and history The Group began with the establishment of RJB Mining in 1974 when it was awarded its first tendered surface mining contract by British Coal. Between 1974 and 1982 the Group expanded, largely through being awarded additional surface mining contracts by British Coal Corporation. In 1982, the Group began private licensed surface mining and, in 1990, the Group acquired its first private underground mine. In December 1994, the Group expanded its operations significantly when it acquired the English coalfield assets of the British Coal Corporation during the privatisation of that company. Since then the Group, which changed its name to UK Coal plc in 2001, continued to engage in coal mining and related activities. The Mining Group was the largest coal mining operator in the UK, and is a significant supplier of coal to the UK’s electricity industry. In recent years the Group, through its property business Harworth Estates Group, had begun using its extensive property interests in land to expand its business into the areas of redevelopment of brownfield property sites, management of business parks on former mine sites and the management of a substantial portfolio of agricultural land and buildings. In 2011 and during 2012 in order to reduce the Former Group’s bank debt over £80 million was raised through the disposal of residential and agricultural land. In addition Harworth Power (Generation) Limited was sold in 2012 for £20.3 million. However having returned to profit in 2011, as a result of an intense recovery programme and the mining management team’s plan, Daw Mill colliery, its largest deep mine, failed. In March 2012 it was decided that a radical change was needed if the business was to survive, especially having regard to the deficit on the Pension Schemes of around £450 million and the ongoing challenges of ensuring mining was sufficiently reliable and profitable. On 10 December 2012 the Restructuring was completed and the Group consisted at that date of the parent company (now called Coalfield Resources plc), together with some minor subsidiaries, an investment of 24.9% in HEPGL, the holding company of the property business valued at 29 December 2012 at £50.3 million, and an investment in the mining business, Mine Holdings, now in administration but previously valued at a notional £1. The Restructuring ring fenced the pension deficit within Mine Holdings so that the value of the Company and Harworth Estates Group are not affected by changes in the liability of the Pension Schemes. Additionally as part of the Restructuring the Company entered into the Put and Call Option with Mine Holdings, pursuant to which Mine Holdings was granted an option to acquire the share capital held by the Company in the Company’s subsidiary undertaking, HICL. As explained at paragraph 2.1.1 of Part I, notwithstanding Mine Holdings entering into administration on 9 July 2013, Mine Holdings retains the benefit of this option. Exercise of the Put and Call Option is subject to and conditional on regulatory approval pursuant to Part XII of FSMA. The consideration payable on the grant of the Put and Call Option was £4.7 million. The HICL assets and liabilities are held for resale, so there will be no impact on the Group’s income or net assets upon the exercise of the Put and Call Option. As the properties which are the subject of the valuation report contained in Part VIII are owned by HICL (or its direct subsidiary Harworth Properties Limited), on exercise of the Put and Call Option, such properties would no longer be assets of the Group. The Company currently operates as if its only active investment is its shareholding in HEPGL. The exercise of the Put and Call Option would not therefore have a material adverse impact upon the Company or create any additional risks for the Company. The Mining Group subsequently underwent further restructuring which was announced on 9 July 2013. Following the Mining Group July 2013 Restructuring the only continuing activity of the Company is its 24.9 per cent. shareholding in HEPGL.

69 1.2 Key Assets HICL Properties HICL, a subsidiary of Coalﬁeld Resources, or HICL’s subsidiary Harworth Properties Limited, owns the following properties, which as at 19 July 2013 had been independently valued by Smiths Gore at the following values. If the Put and Call Option was exercised, such properties would cease to be owned by the Group. The HICL assets and liabilities are held for resale with a commensurate liability for deferred income representing the consideration received pursuant to the Put and Call Option recognised on the balance sheet, so this would have no impact on the income or net assets of the Group. The Company currently operates as if its only active investment is its shareholding in HEPGL. The exercise of the Put and Call Option would not therefore have a material adverse impact upon the Company or create any additional risks for the Company. Valuation as at Property 19 July 2013 Oxcroft £407,000 Forge and Monument £138,000 Hoodcroft £1,526,000 Smotherﬂy £261,000 Nadins £392,000 Hathery Lane £516,000

Please see Part VIII of this document for the valuation report on these 6 properties

Harworth Estates Group Overview The principal value in the Company now relates to its 24.9 per cent. stake in HEPGL, the parent company of the Harworth Estates Group. Harworth Estates Group is a property and development business, focusing on industrial and commercial properties. The property portfolio is largely former coalﬁeld land and the intention is to seek long-term value through development. It is one of the largest landowners in the UK, owning and managing circa 30,000 acres of land across circa 200 sites. Harworth Estates Group has six divisions – Strategic Land, Major Developments, Business Parks, Natural Resources, Operations & Recycling and Legacy. There are three distinct drivers of value for Harworth Estates Group, which manifest in different ways for each of the divisions: . capital growth through promoting sites through the planning system, land sales, longer term leases in addition to improving service infrastructure and physical appearance of land and buildings to drive yield; . income generation through third party grant support as well as asset management to improve rental income; and . liability management through the proactive reduction of legacy liabilities associated with the land and mitigation and removal of development downsides using technical due diligence and brownﬁeld expertise. Further information on the six divisions is set out below.

Strategic Land Description: Growing value through beneﬁcial planning consents and strategic development; Sites: 44 Land: 3,370 acres subject to planning, 8,000 plots and 550 acres of employment land Other: 26 overage sites with delivery partnerships Valuation:1 £58 million as at 29 December 2012

1 The total valuation of the property portfolio at 29 December 2012 was £260.1 million. The divisional split of valuation is based only on Harworth Estates Group’s management estimates.

70 Major Developments: Description Strategic phased delivery of Harworth Estates Group’s major sites Sites: 5 Land: 1,754 acres, 5.5 million sq ft of employment land and over 6200 housing plots Major Sites: (1) Waverley, South Yorkshire, (2) Prince of Wales, West Yorkshire, (3) Harworth Colliery, Nottinghamshire, (4) Yorkshire Main, South Yorkshire and (5) Cutacre, Bolton MDC Valuation:1 £89 million as at 29 December 2012

Business Parks Description: Growing revenue from a portfolio of industrial sites Sites: 15 Land: 430 acres of consented land and 1 million sq ft of built industrial ofﬁces Major Sites: Asfordby, Gascoigne Wood, Riccall, Harworth, Whitemoor, Bilsthorpe Valuation:1 £63 million as at 29 December 2012

Natural Resources Description: Growing income from sites across twelve mineral & energy sectors Sites / Land: 46 sites (agriculture), 26 sites (natural resources) and 60 schemes within 15,000 acre agricultural portfolio Major activity areas: Agriculture, Minerals, Energy (e.g. wind, solar, hydroelectricity, waste to energy, coal bed methane, gas storage ), Waste (e.g. recycling and reclamation), Water and Leisure Valuation:1 £58 million as at 29 December 2012

Operations & Recycling Description: Site remediation generating income from coal ﬁnes & aggregates Sites: 4 Major Sites: Rufford, Cutacre (restoration) Valuation:1 n/a

Legacy Description: Skilled management to remove contingent liabilities and environmental/ H&S risk across the entire portfolio of sites. Major activity areas: Colliery spoil tips, Waste management licences, Old legal agreements, Pumping stations, Structures Valuation:1 £-7 million valuation provision as at 29 December 2012

Harworth Estates Group also has a number of property development joint ventures. The two principal ones are: . UK Strategic Partnership: a joint venture with Strategic Sites Limited, for the purpose of developing certain investment properties (net assets at 29 December 2012 of £545,000); and . Bates Regeneration Limited: a joint venture with Banks Property Limited for the development of an investment property at Blyth, Northumberland (net assets at 29 December 2012 of £1.2m).

Recent developments Over the two years prior to the Restructuring, Harworth Estates Group has carried out a successful sales programme which substantially reduced the bank debt of the Former Group. The continuing progress of schemes such as Waverley, the former Orgreave Colliery, have strengthened the business. At Waverley. construction has begun on the ﬁrst 250 of potentially 3,600 houses. Rolls-Royce, Boeing and the University of Shefﬁeld have buildings under construction on the site. Other notable recent successes have included the approval of the planning permission at the 120 acre Rossington site near Doncaster and a

1 The total valuation of the property portfolio at 29 December 2012 was £260.1 million. The divisional split of valuation is based only on Harworth Estates Group’s management estimates.

71 lease to operate the Prince of Wales coal ﬁnes recovery project near Pontefract and a lease to operate a coal recovery and remediation scheme on its Rossington site pre development.

Financials As at 29 December 2012, the Harworth Estates Group held investment property of £260.1 million, cash and cash equivalents of £31.6 million and total assets of £313.2 million. Harworth Estates Group carried debt of £75.3 million and £91.5 million of total liabilities, resulting in net assets of £221.7 million. As a minority shareholder of HEPGL, the Company has no right to require HEPGL or its majority shareholder to grant the Company access to the properties within HEPGL’s portfolio and/or to the relevant planning and other information relating to such properties and/or to HEPGL personnel which would be required for the Company to have a property valuation of the HEPGL property portfolio undertaken for inclusion in this Prospectus. The Company made a request to HEPGL to permit the Company to be provided with such access in order to undertake a valuation of the property interests owned by HEPGL, which was formally rejected by HEPGL on 15 July 2013. As a consequence of the foregoing, the Company has been unable to produce a valuation report on the properties within the HEPGL portfolio. It is anticipated that HEPGL may be in a position during 2014 to arrange more flexible financing, which may allow HEPGL to pay dividends whilst its bank facility remains drawn, unlike the present position. The Company would still not expect to receive a dividend from HEPGL in the short to medium term, as under the current Propco Shareholders’ Agreement the Pension Trustees are entitled to receive the first £5 million of dividends due to the Company.

72 PART V – OPERATING AND FINANCIAL REVIEW This operating and financial review should be read together with Coalfield Resources plc’s audited financial statements consisting of, consolidated income account, consolidated balance sheet, consolidated cash flow statement and accompanying notes for the financial years ended 25 December 2010, 31 December 2011 and 29 December 2012, which are incorporated in this document by reference and described in Part X of this document. These were all prepared in accordance with IFRS. Investors should read the whole of this document and should not just rely on the summary operating and financial information set out in this Part V. For the convenience of the reader, financial amounts have been rounded and as a result of such rounding adjustments, figures shown in totals in the discussion and analysis may not be exact arithmetic aggregations of the figures shown in the tables. Forward looking statements are based on assumptions about the Group’s future business. The Group’s actual results could differ materially from those contained in the forward looking statements. The principal key risks facing the business are discussed in the section of this document entitled ‘‘Risk Factors’’ on pages 16 to 22.

1. Overview Prior to the Restructuring of the Group on 10 December 2012, Coalfield Resources plc held 100% of the issued share capital of its mining, property and insurance businesses. Following the Restructuring the Group consisted of the parent company, together with some minor subsidiaries, an investment of 24.9% in HEPGL, being the parent company of the property business, Harworth Estates Group, valued at 29 December 2012 at £50.3 million, and an investment in the mining business, Mine Holdings, which is now in administration but was previously valued at a notional £1 (‘‘Current Group’’). The investment in Harworth Estates Group is carried as an investment in an associated company. Mine Holdings was accounted for as an investment available for sale as the Group did not have control or exert significant influence over it. The main considerations in coming to this conclusion by management were: . Majority voting was held by the Mine Holdings EBT with the Company retaining limited rights under the Mining Group Shareholders’ Agreement; . Mine Holdings maintains its own independent board, none of whom had served as Directors of the Company and are explicitly prohibited from acting in the interests of the Company; . Although the Company held a 90% economic interest in Mine Holdings, the large pension deficit meant Mine Holdings was unlikely to pay dividends in the near future and therefore the economic rights lacked substance; and . There was no economic incentive given that future dividends and investment value were limited until the Pension Schemes deficits were cleared. These factors supported the conclusion to value the investment at £1 as an investment available for sale. Following the Mining Group July 2013 Restructuring the £1 investment has been written off. As a result of the Restructuring in 2012 the consolidated income statement presents separately the results of the continuing group and the results relating to discontinued operations. The comparative figures for 2011 in the consolidated income statement have been restated to be consistent with this presentation of the figures. All the income and cost line items of the mining property, insurance and power generation businesses are aggregated and reported on the line ‘(loss)/profit from discontinued operations’ in the consolidated income statement. Only the results of the Current Group are now shown on individual lines. This affects the disclosure of the results for 2012 and 2011 as restated under the new structure. This change in presentation should be taken into account when reading the financial information incorporated by reference in Part XI of this document.

2. Signiﬁcant factors affecting results of operations The Group’s results have been affected by a variety of factors shown below. Following the Restructuring the Group’s only active continuing business is its investment in the Harworth Estates Group through its 24.9% shareholding in HEPGL and a number of the factors that

73 affected the Group in the past are no longer applicable and are noted as such below. Reference should also be made to the Risk Factors discussed earlier in this document.

Production volumes The Group’s revenue was directly affected by the volume of coal it mined. The volume of coal mined was impacted by a number of factors including weather and natural disasters, unexpected maintenance or technical problems, including loss of appropriate IT control systems, key equipment failures, variations in coal seam thickness and quality, geological faulting and issues associated with or caused by geological pressures and conditions, variations in the amount or nature of rock and soil overlying the coal deposit, and variations in rock stress, strain and composition. Further, planned face changes or delayed capital expenditure projects undertaken to maintain and develop the mines could also result in periods where no extraction work was undertaken or extraction was at lower volumes. Appropriate mine planning (and replanning) and maintenance carried out by the Group helped to mitigate the impact of these factors, and the Group invested in additional labour hours and in new equipment to build up a bank of developed work at each mine such that future face gaps were minimised. Production volume was also affected by work stoppages, power outages, safety-related incidents and delayed planning approvals. This risk no longer affects the Company following the Restructuring.

Fluctuation in coal prices The price that can be obtained for coal is generally directly related to the price of coal in the world coal market and to sterling relative to the US dollar. World coal prices cannot be influenced by the Group and are affected by numerous factors outside of the Group’s control, including the overall performance of world economies and the related cyclicality in particular industries that are significant consumers, directly or indirectly, of coal. The Group’s financial performance, and its ability to service debt, pay dividends, undertake capital expenditure or finance future acquisitions, was affected by a sustained change in the price of coal. This risk no longer affects the Company following the Restructuring.

Production costs The Group’s profitability was directly impacted by its ability to control costs and maintain efficient operations. The costs associated with mining production included labour costs, power, steel, other material and equipment costs, diesel costs and other transport costs and asset amortisation costs. In deep mines, production costs per gigajoule of output were substantially influenced by production volume reflecting the high proportion of fixed costs. Development work, being the cost in labour and materials of developing future panels of coal, was generally expensed as incurred. Where new areas of a mine were being accessed these costs were capitalised until the first coal from the new panel was mined. Surface mine costs had a higher variable component than deep mining costs and fluctuate by site, production volumes and fuel prices. This risk no longer affects the Company following the Restructuring.

Fluctuations in the property market The Group’s operating profit was impacted by fluctuations in the value of its property portfolio. The value of the Group’s property portfolio fluctuated as a result of factors such as changes in regulatory requirements and applicable laws (including in relation to taxation and property planning permission), political conditions, the condition of its customers, the financial condition of potential purchasers, potentially adverse tax consequences, interest and inflation rate fluctuations. In particular, the economic conditions in the UK and the continued impact of the global credit crisis have had an adverse effect on UK property values and liquidity in the real estate market. This will continue to be a factor to the extent the property market affects the returns of Harworth Estates Group and hence the Group’s investment in Harworth Estates Group (through its shareholding in HEPGL).

Regulatory approvals The planning approval process signiﬁcantly affected both the Group’s surface mining business and Harworth Estates Group as planning approvals were required to open new surface mines and to launch new property developments. The Company considered that the limited resources available to the relevant planning authorities to process planning applications in a reasonable timescale continued to be a constraining factor on the Group’s ability to develop and expand its business. This will continue to be a

74 factor to the extent it affects planning approvals for new property developments which in turn restricts the returns of Harworth Estates Group and hence the Group’s investment in Harworth Estates Group (through its shareholding in HEPGL).

Retirement benefit obligations Under the terms of the privatisation of British Coal Corporation in 1994, those employees transferred to the employment of UKCML became members of one of two UK defined benefit pension schemes. These plans were sectionalised, meaning that UKCML has no unprovided liabilities in respect of the employees of other companies in the industry. Under the Protected Persons Regulations it is not permitted to close off the UK defined benefit pension schemes for future service. Under IAS 19, these UK defined benefit pension schemes had a combined deficit. After the Restructuring on 10 December 2012 the Company only retained a liability for the Blenkinsopp Scheme, which showed a deficit of £0.7 million at 29 December 2012. UKCOL provided the Company with an indemnity to cover any costs, payments and liabilities incurred by the Company in relation to the Blenkinsopp Scheme, including the expected £0.2m annual contribution to the Blenkinsopp Scheme such indemnity is uncapped and unlimited in time. On 9 July 2013, pursuant to the Mining Group July 2013 Restructuring, this indemnity was novated to UK Coal Production, and a guarantee from HEMPL, capped at £3.1 million, was given in support of the uncapped obligations of UK Coal Production under this indemnity and in turn supported by charges over certain operating deep mines land. HEMPL is a company in the Harworth Estates Group. It owns the deep mines operated by UK Coal Production. The guarantee given by HEMPL is unlimited in time. Therefore, both the indemnity from UK Coal Production and the guarantee from HEMPL will cover annual contributions payable in future years.

3. Current trading and prospects Following the July 2013 Mining Group Restructuring, the Group currently has no operational role but remains an active investor in Harworth Estates Group (through its shareholding in HEPGL), which continues to perform well following the Restructuring. The combination of the immaturity, in planning terms, of the brownﬁeld sites with their strong strategic location, including transport infrastructure, means that a considerable amount of value can be added by the work carried out in advancing them through the planning process. It is the Company’s strategy to achieve medium and long term realisation of value from its investment. In addition, the majority interest in HEPGL which will in due course be held by the PPF may become available for sale and create an opportunity for the Company to assist with the orderly disposal of such stake, potentially consolidating its ownership and operational control of the business (subject to the requisite ﬁnancing being available).

4. Description of income statement line items The information incorporated by reference contains certain ﬁnancial information relating to the Group’s Consolidated Income Statement and Balance Sheet extracted, unless otherwise stated, without material adjustment from the Annual Report and Accounts prepared under IFRS. The following discussion provides a description of the composition of certain of the Group’s income statement and balance sheet line items:

Revenue Revenue comprised sales (excluding intra group sales) of coal, property rental income and other external sales, including sales of power and of labour services. For coal transactions, revenue was recognised when delivery of the product or service had been made and when the customer had a legally binding obligation to settle under the terms of the contract and had assumed all signiﬁcant risks and rewards of ownership. A large proportion of production was sold under medium to long term contracts. Revenue was only recognised on individual sales when all of the signiﬁcant risks and rewards of ownership had been transferred to a third party. In most instances this was when the product was dispatched, being the point at which title to the product was transferred to the purchaser.

75 With respect to service transactions, rental income was recognised during the period in which rents due to the Group accrued and sales of power were recognised when electricity was transferred into the local distribution network. From the date of the Mining Group July 2013 Restructuring, the Company will recover certain running costs from Harworth Estates Group. This will be recognised during the period in which the cost is incurred and is expected to form materially all of the income of the Group. Until 31 December 2014, funding for costs will be by way of indemnity. From 1 January 2015 until 31 December 2016 funding will be by way of loan from HEPGL, repayable from dividends otherwise due from HEPGL to Coalﬁeld Resources. In addition, funding of the employment costs of the Coalﬁeld Resources executive team will be by way of indemnity (subject to certain agreed caps) without limit in time going forwards.

Cost of sales Mining cost of sales consisted mainly of labour, power, steel, other material and equipment costs, diesel costs and other transport costs and asset amortisation costs. Property cost of sales consisted mainly of salary, legal and professional costs and establishment costs. These costs are no longer incurred since the Restructuring.

Exceptional items Items that are both material and non recurring and whose significance is sufficient to warrant separate disclosure and identification within the consolidated financial statements are referred to as exceptional items and disclosed within their relevant income statement category. Items that may give rise to classification as exceptional items include, but are not limited to, significant and material restructuring closures and reorganisation programmes, asset impairments, and profits or losses on the disposal of businesses. Exceptional items are divided into non-trading and trading exceptional items, depending upon the impact of the event giving rise to the cost or income on the ongoing trading operations and the nature of the costs or income involved. Non-trading exceptional items include costs and income arising from closure, rationalisation and business disposals. Property related transactions, including changes in the fair value of investment properties, and profits and losses arising on the disposal of property assets were not included in the definition of exceptional items as they were expected to recur, but were separately disclosed on the face of the consolidated income statement, where material.

Impairment of operating property, plant and equipment Operating property, plant and equipment were reviewed for impairment if there was any indication at the balance sheet date that their carrying amount would not be recoverable. The carrying value of cash generating units (taking into account related liabilities and allocated central net assets) was tested for impairment by comparison with expected relevant future cash flows discounted at the pre-tax cost of capital taking into account appropriate risk and provisions for any impairment identified. Cash generating units comprised of individual mines or groups of mines depending upon the nature of the income streams derived from each. When a review for impairment was conducted, the recoverable amount was assessed by reference to the higher of ‘value in use’ (being the present value of expected future cash flows of the relevant cash generating unit) or ‘fair value less costs to sell’. Where there was no binding sale agreement or active market, fair value less costs to sell was based on the best information available to reflect the amount the Group could receive for the cash generating unit in an arm’s length transaction. Future cash flows were based on: . Estimates of the quantities of the reserves and resources for which there was a high degree of confidence of economic extraction . Anticipated production levels and costs . Anticipated coal prices Cost levels incorporated in the cash flow forecasts were based on the current long term mine plan for the cash generating unit. For impairment reviews, recent cost levels were considered, together with expected

76 changes in costs that were compatible with the current condition of the business and which met the requirements of IAS 36 ‘Impairment of assets’. IAS 36, ‘Impairment of assets’ included a number of restrictions on the future cash ﬂows that would be recognised in respect of restructurings and improvement related to capital expenditure. The Group no longer holds any operating property, plant and equipment.

Proﬁt or loss on disposal Disposals were accounted for when legal completion of the sale had occurred or there had been an unconditional exchange of contracts. Proﬁts or losses on disposal arose from deducting the asset’s net carrying value from the net proceeds (being net purchase consideration less clawback liability which arose on disposal) and was recognised in the consolidated income statement. Net carrying value included valuation in the case of investment properties and historic cost or deemed cost less accumulated depreciation in the case of all other property, plant and equipment. In the case of investment properties, the revaluation reserve, which arose on transfer from operating property to investment property, for the property disposed of was treated as realised on disposal of the property and transferred to retained earnings. The Group no longer holds any investment properties.

Gains on investment properties Gains on investment properties was the sum of the net appreciation / (depreciation) in fair value of investment properties and proﬁt / (loss) on the disposal of investment properties. Investments properties, being all freehold land and buildings held by the Group other than properties currently in use in the deep mining or surface mining businesses or properties used for administrative purposes, were accounted for at fair value by obtaining an independent valuation prepared in accordance with the current edition of the Appraisal and Valuation Standards published by RICS. Disposals were accounted for when legal completion of the sale had occurred or there had been an unconditional exchange of contracts. Proﬁts or losses on disposal arose from deducting the asset’s net carrying value from the net proceeds (being net purchase consideration less clawback liability which arose on disposal) and was recognised in the consolidated income statement. Net carrying value includes valuation. In the case of investment properties, the revaluation reserve, which arose on transfer from operating property to investment property, for the property disposed of was treated as realised on disposal of the property and transferred to retained earnings. The Group no longer holds any investment properties following the completion of the Restructuring.

Proﬁt on sale of business Proﬁt on sale of business represents the difference between the total consideration receivable less the net asset value of the disposed business at the date of disposal.

(Loss)/profit from discontinued operations Where a major line of business has been disposed of, or has been classified as held for sale, the business activity has been treated as a discontinued operation. The post-tax profit or loss of discontinued operations for both the current and preceding period, together with the post-tax gain or loss on disposal of discontinued operations are presented as a single line on the consolidated income statement.

Other operating income and expenses This line item includes administrative expenses for the Group such as Director fees, executive salaries, staff costs and other general corporate overheads. Any Coal Investment Aid received as a contribution towards qualifying expenditure incurred by the Group from the Department for Energy and Climate Change was also included in this item.

Net financing costs Net financing costs includes costs incurred under hire purchase agreements and finance leases, interest payable on bank borrowings and interest receivable on deposits, costs incurred in unwinding of discounts on provisions, amortisation of the issue costs of bank loans and gains and losses on certain interest rate swaps.

77 Share of post-tax proﬁt from joint venture The Group’s share of the after-tax proﬁts of the joint ventures owned or entered into by the Group.

Tax Current tax is based on the taxable proﬁt or loss for the period. Deferred tax is recognised using the liability method on timing differences arising between carrying amounts for accounting and taxation purposes.

Proﬁt/(loss) for the ﬁnancial period The net result of the Group’s income statement line items.

Investments Classified as Available for Sale Ordinarily it is presumed that where an investor holds 20% or more of the voting power of an entity, it has significant power over that entity. Management concluded that post Restructuring it had no control or significant influence over Mine Holdings and therefore has accounted for the investment as an available for sale investment rather than as an investment in an associate under IAS 39, ‘‘Financial instruments: Recognition and measurement’’. As a result of the Mining Group July 2013 Restructuring the £1 investment in Mine Holdings has been written off.

Assets and Liabilities Classified as Held for Resale Assets and liabilities are classified as held for sale where conditional sale contracts have been exchanged but not completed during a financial year.

5. Results of operations The Restructuring has signiﬁcantly altered the results and disclosure in the accounts making a comparison over three years unhelpful. The review has therefore been split into a comparison of 2012 and 2011 between the Current Group and the Former Group and 2011 and 2010 of the Former Group only.

5.1 Year ended 29 December 2012 compared with the year ended 31 December 2011 The review is split into two parts. Firstly the activities, assets, liabilities and obligations of the Current Group are described and secondly, the impact of the Restructuring and the results on the Former Group as it existed prior to Restructuring.

5.1.1 Current Group Continuing operations For the year ended 29 December 2012 the Group had an operating profit of £0.1 million (2011: operating loss £1.6 million). Finance costs were £0.5 million (2011: £0.4 million) and related to expensing facility fees. The loss before tax for the year was £0.3 million (2011: £1.9 million) Since the date of Restructuring the Group’s costs were recharged to the Harworth Estates Group and Mine Holdings on a monthly basis. Additionally the Group levied a monthly charge for company secretarial services to the two businesses at a small margin. From the date of the Mining Group July 2013 Restructuring, the Company will only recover certain running costs from Harworth Estates Group. From 1 January 2015 to 31 December 2016, funding of those costs will be by way of loan repayable from dividends otherwise due from HEPGL to Coalfield Resources. Employment costs are recoverable from Harworth Estates Group under an indefinite capped indemnity.

Investments in associates The Group contributed 75.1% of its holding in HEPGL to the Pension Trustees during the Restructuring process. The Group holds the remaining 24.9% of HEPGL and accounts for its interest as an investment in associates valued at £50.3 million. This represents 105% of the Group’s net assets. The Group’s share of net assets of Harworth Estates Group has been reduced by £5.0 million to reﬂect the fact that, under the terms of the Propco Shareholders’ Agreement, the ﬁrst £5.0 million of dividend income due to the Company will be paid to the Pension Trustees.

78 The balance sheet of Harworth Estates Group as at 29 December 2012 shows net assets of £221.7 million.

Investments classiﬁed as available for sale In December 2012, as part of the Restructuring, the Group acquired 33% of the voting rights and 90% of the economic rights of Mine Holdings. The investment in Mine Holdings was carried at fair value of £1 which has been written off following the Mining Group July 2013 Restructuring.

Trade and other receivables The trade and other receivables balance of £3.9 million at 29 December 2012 included £3.6 million of amounts due from UKCOL and Mine Holdings. Mine Holdings suffered a major underground ﬁre at its Daw Mill colliery in February 2013. On 7 March 2013 Mine Holdings announced that it was closing Daw Mill colliery. These events had an impact upon Mine Holdings’ and UKCOL’s ability to settle the amounts due to the Company and therefore the balance outstanding at the time of the July 2013 Mining Restructuring of £1.1 million was provided in full.

Assets and liabilities classiﬁed as held for resale At the time of the Restructuring the Company entered into the Put and Call Option with Mine Holdings pursuant to which Mine Holdings was granted the option to acquire the entire issued share capital of the Company’s subsidiary, Harworth Insurance Company Limited. Notwithstanding Mine Holdings entering into administration on 9 July 2013, Mine Holdings retains the beneﬁt of this option. The non-refundable consideration for the option was £4.7 million (shown as deferred income within trade and other payables). Exercise of the option is subject to and conditional on regulatory approval pursuant to Part XII of FSMA. Since the option had not been exercised at the year end, the assets of £21.3 million and liabilities of £16.7 million of Harworth Insurance Company Limited have been presented as held for resale. As such assets and liabilities are held for resale, there will be no impact on the Group’s income or net assets upon the exercise of the Put and Call Option. As the properties which are the subject of the valuation report contained in Part VIII are owned by HICL (or its direct subsidiary, Harworth Properties Limited) on exercise of the Put and Call Option, such properties would no longer be assets of the Group. The Company currently operates as if its only active investment is its shareholding in HEPGL. The exercise of the Put and Call Option would not therefore have a material adverse impact upon the Company or create any additional risks for the Company.

Trade and other payables The balance of £9.7 million includes £4.7 million deferred income on the grant of the call option to Mine Holdings to acquire Harworth Insurance Company Limited, together with fees due to professional advisers in respect of the Restructuring.

Provisions With the exception of a £0.5 million redundancy provision, the Group had no provisions at the year-end.

Retirement beneﬁt obligations After the Restructuring on 10 December 2012 the Company only retained a liability for the Blenkinsopp Scheme, which showed a deﬁcit of £0.7 million at 29 December 2012. UKCOL provided the Company with an indemnity to cover any costs, payments and liabilities incurred by the Company in relation to the Blenkinsopp Scheme, including the expected £0.2 million annual contribution to the Blenkinsopp Scheme. Such indemnity is uncapped and unlimited in time. On 9 July 2013, pursuant to the Mining Group July 2013 Restructuring, this indemnity was novated to UK Coal Production, and a guarantee from HEMPL, capped at £3.1 million, was given in support of the uncapped obligations of UK Coal Production under this indemnity and in turn secured by charges over certain operating deep mines land owned by HEMPL. HEMPL is a company in the Harworth Estates Group. It owns the deep mines operated by UK Coal Production.

Bank facilities The restructured Group had no bank borrowings or bank facilities at the year-end. All facilities relating to the Former Group were transferred to Harworth Estates Group or repaid upon Restructuring. On 31 May 2013 the Company entered into the Facility with Lloyds in order that it could meet certain of its

79 liabilities which, although indemniﬁed by UKCOL, UKCOL was unable to meet following the ﬁre at Daw Mill. Further details of the Facility are described in Paragraph 12.2 of Part X. The net proceeds of the Rights Issue will be used to repay the amount drawn down on the Facility and any surplus will provide additional working capital for the Company.

Tax The Group paid no corporation tax on continuing operations in 2012 (2011: £nil), although there was a tax charge in the prior year of £0.7 million which related to changes in the rate at which deferred tax is provided. The Group has no recognised deferred tax assets or liabilities, but has an unrecognised deferred tax asset of £3.4 million at December 2012 in respect of unused tax losses (£2.5 million), other timing differences (£0.7 million) and the Blenkinsopp Scheme (£0.2 million).

5.1.2 Former Group Following the Restructuring which was completed on 10 December 2012, the mining, property and insurance activities of the Former Group ceased to form part of the consolidated financial statements with effect from that date. Additionally, as a result of the disposal of Harworth Power Generation Limited in October 2012, the Current Group no longer has any power generation activities. Accordingly, as required by IFRS 5, ‘Non-current assets held for sale and discontinued operations’, these activities have been classified as discontinued operations within the consolidated income statement for 2012 and have also been classified as discontinued operations in the comparative period.

Discontinued operations In the 49 weeks prior to the Restructuring, the Mining business generated sales of £360.2 million, £117.4 million less than the 53 week comparative period in 2011. The reduction in revenue was as a result of significantly lower sales volume, combined with a lower average realised selling price achieved for the year. The lower sales volumes arose mainly from ongoing production problems at Daw Mill. The Mining business suffered a £126.3 million operating loss during the year (2011: £70.7 million profit) as a result of the volume shortfall and a £78.0 million impairment charge in respect of Daw Mill following an impairment review of the Mining business and the announcement of plans to consult on the closure of Daw Mill colliery in 2014. Property disposals of £24.0 million were made prior to Restructuring, resulting in a loss on disposal of £0.4 million. Net proceeds of £21.5 million were received during the year. The Property business recorded a £15.8 million operating profit before tax in the year (2011: £8.4 million) after a £16.2 million revaluation gain (2011: £3.3 million) was booked on the property portfolio. In October 2012 Harworth Power (Generation) Limited was disposed of for aggregate consideration of £20.3 million, of which £20.0 million was payable upon completion, at a profit of £13.2 million after fees. Prior to disposal the Power Generation business (comprising Harworth Power Limited and Harworth Power (Generation) Limited) generated a £0.6 million operating profit (2011: £2.4 million). In light of the ongoing losses in the mining business, the directors reviewed the appropriateness of the deferred tax asset relating to mining activities. They reached the conclusion that the deferred tax asset could no longer be supported and consequently £29.8 million of deferred tax assets have been derecognised during the year, with £21.6 million being charged to discontinued operations. Loss after tax on discontinued operations amounted to £149.1 million (2011: profit after tax £57.9 million). Additionally a profit on disposal of discontinued operations, net of Restructuring fees of £143.1 million has been recognised in the financial statements in 2012. This profit arose mainly as result of shedding the net liabilities of the Mining Group.

Financing expenses Net financing expenses relating to discontinued operations were £16.7 million compared to £22.5 million in 2011. Excluding one-off exceptional finance costs of £2.2 million relating to refinancing, the reduction in average borrowings in the period and net gains on interest rate swaps accounted for the majority of the of the reduced interest charge.

80 Tax At December 2011, the Group had estimated gross trading losses of £230 million and gross timing differences of £230 million, the latter arising largely from unclaimed or disclaimed capital allowances, both of which were available to offset against future profits in the mining business. These gross trading losses and gross timing differences brought forward, together with those accumulated during the year, were transferred to Mine Holdings pursuant to the Restructuring. The net deficit on the balance sheet in respect of retirement provisions at the date of the Restructuring of £94.1 million resulted in an additional tax timing difference of £21.6 million (at a tax rate of 23%) available to Mine Holdings. Of the net deferred tax asset of £30.3 million brought forward from 2011, £29.8 million relating to the Mining Group was derecognised during the year, with £21.6 million being charged to discontinued operations and the balance being charged to the consolidated statement of comprehensive income. The directors were of the view that there would be insufficient profits generated within the Mining business from which the future reversal of timing differences could be deducted. At the date of the Restructuring the Group had around £365 million of capital losses which could be offset against profits arising on disposals of properties which were held by the Group in 2002. These capital losses will be used to offset a chargeable gains degrouping charge arising in the Harworth Estates Group on the Restructuring, with the balance being carried forward in Harworth Estates Group post- Restructuring. It is estimated that the value of losses available to Harworth Estates Group may be in excess of £150 million. These losses remain available to Harworth Estates Group only while the Company retains control for tax purposes of UK Coal Mining Limited which is currently a subsidiary of Mine Holdings. The administration of UK Coal Mining Limited may severely limit the amount of the tax losses that can be used.

Provisions Of the £88.8 million of provisions brought forward from December 2011, £14.8 million were utilised and £0.3 million were released during 2012. After additional provisions of £34.6 million were made during the year and an unwind of discount of £1.7 million applied, with the exception of £0.5 million of redundancy provisions retained by the Group the balance of £101.2 million of provisions was transferred from the Group upon the Restructuring. Mine Holdings inherited £94.4 million of provisions and Harworth Estates Group acquired £6.7 million of provisions. Additionally, £8.3 million of employer and public liabilities in the books of Harworth Insurance Company Limited have been transferred to liabilities held for resale.

Retirement benefit obligations At the beginning of the year the Group had a deficit, calculated under IAS 19, on its defined benefit pension and retirement schemes of £144.7 million. All new employees who joined after the privatisation in 1994 have been eligible to join defined contribution schemes. The Blenkinsopp Scheme, which showed a deficit of £0.7 million at the year-end, has been retained as a liability of the Current Group. The large defined benefit pension and retirement schemes comprising two funded industry wide schemes, together with an unfunded concessionary fuel scheme, were transferred to Mine Holdings upon the Restructuring.

5.2 Year ended 31 December 2011 compared with the year ended 25 December 2010 Group revenues rose in 2011 to £488.2 million from £351.2 million in 2010. This was achieved through higher sales volumes and higher realised sales prices. The increase in sales volumes arose from improved production from surface mines and a stock lift from the abnormally high opening stock levels following the bad weather in December 2010. The improvement in the average realised sales price was achieved through a strong market price for coal and the replacement of old, below market price, contracts with some newer contracts at current market prices. At the end of 2011, only 0.5 million tonnes of these old contracts remained to be delivered, predominantly in 2012, at a price of circa £1.65/GJ. With these changes, the average sales price per gigajoule of £2.48/GJ compared to £1.97/GJ in 2010. Property disposals were made during 2011 with a net value of £67.0 million resulting in a proﬁt on disposals of £2.7 million. Net proceeds of £64.3 million were received in 2011, being used to reduce Group debt, with the balance receivable in 2012. The 2011 year end revaluation of the investment property portfolio produced an upward valuation of £3.3 million (2010: loss £34.2 million).

81 There was an improvement in the year in the operating proﬁt before non-trading exceptional items, which at £65.2 million was £139.5 million better than the 2010 loss of £74.3 million. This was driven by the signiﬁcant improvement in Group revenues noted above and a £3.3 million gain on investment properties compared to a £34.2 million loss in 2010. There were non-trading exceptional items during 2011 resulting in an exceptional income of £16.1 million in the period (2010: £13.1 million charge). The charges/credits in 2011 included:

. Pension scheme past service cost A past service gain of £16.4 million arose from the beneﬁt changes made to the industry wide pension schemes and concessionary fuel scheme at the end of 2011 and their impact on assumptions as to future salary growth.

. Refinancing costs Costs of £1.7 million were incurred in relation to professional fees relating to the refinancing exercise conducted in the first half of 2011.

. Pension scheme curtailment There was a curtailment gain of £1.4 million in the first half of 2011 reflecting the reduction in the pension scheme deficit as relevant members ceased to be active members following current and prior year redundancies, mainly as a result of the closure of Welbeck in 2010. The operating profit after these non-trading exceptional items for 2011 was £81.3 million compared with a loss of £87.4 million in 2010. Group profit before tax was £58.0 million compared to a loss before tax of £124.6 million in 2010.

Financing expenses Net ﬁnance expenses in 2011 were £22.9 million compared to £27.4 million in 2010 (excluding exceptional ﬁnance costs, which were £nil in 2011 (2010: £9.9 million)). The reduction arose from a net repayment of loans during 2011 of £84.3 million (2010: net increase in loans £12.3 million) leading to a reduction in bank interest in 2011 to £9.2 million (2010: £11.6 million), and the fair value of interest rate swaps, which provided a credit of £0.1 million compared to a charge of £1.5 million. These reductions were offset by an increase in the interest charge on generator loans and prepayments to £9.2 million (2010: £8.6 million) which arose on a higher average generator loan balance as the loans reached the maximum drawn value and entered repayment phases during 2011.

Tax The Group paid no corporation tax in 2011 (2010: £nil), although there was a tax charge for the year of £2.7 million (2010: £0.5 million) which related to deferred tax.

Retirement benefit obligations The Group had a deficit, calculated under International Accounting Standards, on its defined benefit pension and retirement schemes in 2011 of £144.7 million (2010: £171.6 million).

6. Cash ﬂows for the years ended 25 December 2010, 31 December 2011 and 29 December 2012 The following table sets out the Group’s consolidated cash ﬂows for the years ended 25 December 2010, 31 December 2011 and 29 December 2012.

82 Audited Audited Audited Financial Financial Financial year ended year ended year ended 25 December 31 December 29 December 2010 2011 2012 £000 £000 £000 Cash ﬂows (used in)/generated from operating activities (35,049) 79,648 35,741 Cash (used in)/generated from investing activities (10,725) 26,736 (29,174) Cash generated from/(used in) ﬁnancing activities 32,614 (105,122) (8,205) (Decrease)/increase in cash (13,160) 1,262 (1,638) Net receipt from insurance and subsidence security funds (3,298) (885) (23,589) Cash and cash equivalents at the start of the period 41,359 24,901 25,278 Cash and cash equivalents at the end of the period 24,901 25,278 51

Included in the table above are the cash flows of the discontinued businesses. The table below, extracted from page 55 of the 2012 Annual Report and Accounts of Coalfield Resources, identifies the element of the cash flows related to the discontinued businesses. 2011 2012 Group £000 £000 Operating cash flows 79,613 36,610 Investing cash flows 26,736 (29,675) Financing cash flows (105,122) (8,205) Total cash flows 1,227 (1,270)

Cash flows (used in)/generated from operating activities The loss for the year to 29 December 2012 of £6.3 million included a number of significant items relating to impairment in the mining business, the Restructuring and sale of business. In particular an impairment charge of £78 million included in the overall depreciation and impairment of property, plant and equipment charge of £119.6 million, was added back to the loss for the year and the profit on disposal of businesses of £143.0 million was deducted from the loss for the year. In addition there were add backs to the loss for the year in respect of an increase in provisions and deferred tax charged on discontinued businesses of £19.5 million and £22.3 million respectively. The main elements of the swing between generating £79.6 million of cash in 2011 and a use of funds in 2010 of £35.0 million are: . The improved operating profit performance of the mining business of £98.1 million mainly through higher sales volumes and higher realised sale prices; . Decrease in working capital of £15.6 million; and . Rationalisation spend in 2011 of only £0.3 million compared to £13.1 million in 2010; Offset by: . Interest paid in 2011 was £9.4 million higher than 2010; and . An increase of £7.3 million on pension contributions in excess of charge in 2011 compared to 2010.

83 Cash generated from/(used in) investing activities In 2012 investing activities received £23.6 million from insurance and subsidence security funds but £15.0 million was transferred to assets classiﬁed as held for resale on the option being exercised by UK Coal Mine Holdings Limited over Harworth Insurance Company Limited. The Group also received £20.0 million on the sale of Harworth Power (Generation) Limited and transferred £19.9 million of cash and cash equivalents on the sale of the mining business. The Group also expended £15.2 million on Restructuring fees. The Group continued to dispose of investment properties and received £21.5 million of proceeds. The mining business also spent £23.0 million on pre-coaling and deferred stripping costs and £19.8 million on operating plant and equipment. In 2011 the Group generated £26.7 million from investing activities compared to an outﬂow of £10.7 million in 2010. The movement between the two years was largely due to the receipt of £64.3 million on the disposal of investment properties, £42.0 million higher than 2010.

Cash (used in)/generated from financing activities In 2012 cash was used to repay £33.5 million of generator loans and prepayments which was partly offset by proceeds of £28.5 million from bank loans. In addition £3.2 million of repayments were made on hire purchase and finance leases. In 2011 the Group used £105.1 million of cash as it repaid £84.3 million of bank loans and £17.1 million of generator loans and prepayments. This contrasts with 2010 when the Group increased its bank loans and generator loans and prepayments by £12.3 million and £25.8 million respectively. All of these cash flows are classified as discontinued operations.

7. Capital expenditure The following table sets out the Group’s capital expenditure for the periods indicated: Financial Financial Financial year ended year ended year ended 25 December 31 December 29 December 2010 2011 2012 £000 £000 £000 Deep mines 44.7 31.8 19.8 Surface mines 27.9 7.2 23.0 Property business 2.1 4.8 5.2 74.7 43.8 48.0

Capital expenditure in the Group’s deep mines was £96.3 million in the three years to 29 December 2012. In 2010 £44.7 million (£26.8 million in cash with the remainder on deferred terms or under ﬁnance leases) was spent largely in completing the investments at Kellingley and Thoresby. In 2011 £28.0 million was incurred on face equipment and additional coal processing capacity at Daw Mill and Thoresby. In 2012 £19.8 million was spent principally at Kellingley and Thoresby on face equipment. During the three years to 29 December 2012 £58.1 million was spent on surface mining assets. Pre coaling and deferred stripping costs of £34.8 million (2010: £8.4 million; 2011: £3.5 million; 2012: £22.9 million) were incurred on new surface mines. The balance of £23.3 million was provided for outstanding restoration and rehabilitation obligations of the active surface mines. Capital expenditure in the property business related principally to planning and development expenditure. Future capital expenditure by the Group is expected to be minimal.

84 8. Financial risk management The Group’s activities expose it to a variety of financial risks, including credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Historically the Group has used derivative financial instruments to hedge certain risk exposures. Risk management is carried out centrally under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as credit risk and investment of excess liquidity.

Credit Risk The Group is subject to credit risk arising from outstanding receivables and committed cash and cash equivalents and deposits with banks and financial institutions. The Group’s policy is to manage credit exposure to trading counterparties within defined trading limits. All of the Group’s significant counterparties are assigned internal credit limits. The Group is exposed to counterparty credit risk on cash and cash equivalent balances. The Group and Company hold all of their cash deposits with their principal bankers.

Liquidity Risk The Group is subject to the risk that it will not have sufficient borrowing facilities to fund its ongoing business. The Group manages its liquidity requirements with the use of both short and long-term cash flow forecasts. The net debt position, excluding restricted cash, of £138.8 million at the beginning of 2012 was transferred to the Mining and Property businesses upon the Restructuring, so that at 29 December 2012 the Group had no net debt. On 31 May 2013 the Company entered into the Facility with Lloyds in order that it could meet certain of its liabilities which, although indemnified by UKCOL, UKCOL were unable to meet following the fire at Daw Mill. On receipt of the net proceeds of the Rights Issue the Facility will be prepaid.

Capital Risk Management The Group is subject to the risk that its capital structure will not be sufﬁcient to support the growth of the business. The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and beneﬁts for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Historically the Group has monitored capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total equity. Net debt is calculated as total borrowings (including borrowings as shown in the consolidated balance sheet) less unrestricted cash and cash equivalents. The gearing ratio fell to 0% at the end of 2012 due to the transfer of all borrowings to the mining and property businesses upon Restructuring. Following receipt of the Rights Issue proceeds it is expected that the Group will be de-geared.

9. Critical accounting policies Critical accounting policies are those policies that require the application of the Company’s management’s most challenging, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Critical accounting policies involve judgements and uncertainties that are sufﬁciently sensitive to result in materially different results under different assumptions and conditions. A detailed description of certain of the main accounting policies used in preparing the Group’s consolidated ﬁnancial statements is set forth in note 1 (pages 41 to 53) of to the Annual Report and Accounts for the year ended 29 December 2012.

85 10. Capitalisation and Indebtedness of the Group The following tables show the capitalisation of the Group as at 29 December 2012 based on the Group’s audited annual report and accounts and the indebtedness of the Group as at 25 May 2013 based on the Group’s unaudited internal management accounts: Capitalisation and indebtedness(1)(2)(3) £000’s Total current debt Guaranteed – Secured – Unguaranteed/unsecured – –

Total non-current debt (excluding current portion of the long term debt) Guaranteed – Secured – Unguaranteed/unsecured –

Total indebtedness as at 25 May 2013(4) –

Shareholders’ equity Called up share capital 2,993 Share premium 30,756 Capital redemption reserve 257 Total capitalisation as at 29 December 2012 34,006

There has been no material change in the capitalisation of the Group since 29 December 2012.

Notes: 1 Shareholders’ equity does not include retained earnings.

2 This statement of indebtedness has been prepared under IFRS using policies which are consistent with those used in preparing the Group’s Annual Report and Accounts for the year ended 29 December 2012. 3 The information is unaudited. 4 The Company entered a £5.0 million term facility on 31 May 2013 with Lloyds Bank PLC. On 29 June 2013, £2.9 million was drawn down on this facility.

86 The following table sets out the net consolidated ﬁnancial funds of the Group as at 25 May 2013. Net funds £000’s

Cash & cash equivalents 572 Cash & cash equivalents held in assets held for sale(2) 16,533 Total liquidity 17,105

Current bank debt – Current portion of non current debt – Other current financial debt – Current financial debt – Net current financial indebtedness –

Non-current bank loans – Non-current ﬁnancial indebtedness –

Net ﬁnancial funds 17,105

Notes: 1. The Group has no indirect or contingent indebtedness. 2. Following a put and call option being agreed between the Group and UK Coal Mine Holdings Limited for the sale of Harworth Insurance Company Limited and Harworth Properties Limited the Group holds this cash within assets held for sale. The Group, therefore, does not have access to this cash. 3. The Company entered a £5.0 million term facility on 31 May 2013 with Lloyds Bank PLC. On 29 June 2013, £2.9 million was drawn down on this facility.

87 PART VI – FINANCIAL INFORMATION ON THE GROUP The Annual Report and Accounts of Coalfield Resources plc for the years ended 25 December 2010, 31 December 2011 and 29 December 2012, all of which are available on the Company’s website at www.coalfieldresources.com, are incorporated into this document by reference. Investors are referred to Part XI (‘‘Documents incorporated by reference’’) for specific items of information which have been incorporated by reference into this document. In accordance with Part XI of this document, Coalfield Resources plc will provide without charge to Shareholders, persons with information rights and any other person to whom a copy of this document has been delivered, upon the written or oral request of such person, a copy of any documents incorporated by reference in this document except that exhibits to such documents will not be provided unless they are specifically incorporated by reference into this document. A hard copy of any document incorporated into this Prospectus by reference will not be sent to such persons unless requested. Requests for copies of any such documents should be directed to: Coalfield Resources plc Harworth Park Blyth Road Harworth Doncaster South Yorkshire DN11 8DB Attn: Company Secretary Telephone +44 (0)1302 755 100

Impact of Restructuring on historical financial information on the Group The historical financial information, which is incorporated by reference in Part XI of this document is presented in pounds sterling and prepared in accordance with IFRS. You should read the information incorporated by reference in Part XI of this document in conjunction with the rest of this document and should not rely solely on selected and summarised information. As a result of The Restructuring in 2012 the consolidated income statement presents separately the results of the continuing group and the results relating to discontinued operations. The comparative figures for 2011 in the consolidated income statement have been restated to be consistent with this presentation of the figures. All the income and cost line items of the mining, property, insurance and power generation businesses are aggregated and reported on the line ‘(loss)/profit from discontinued operations’ in the consolidated income statement. Only the results of the Group relating to the Current Group are now shown on individual lines. This affects the disclosure of the results for 2012 and 2011 as restated under the new structure. This change in presentation should be taken into account when reading the financial information incorporated by reference in Part XI of this document.

88 PART VII – PRO FORMA FINANCIAL INFORMATION A. Unaudited Pro Forma Financial Information The unaudited consolidated pro forma statement of net assets set out below has been prepared on the basis of the notes below, to illustrate the effect of the Rights Issue on the net assets of the Group if the Rights Issue had taken place on 29 December 2012. The information, which has been produced for illustrative purposes only, by its nature addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position or results1. Audited As at Pro forma as at 29 December Adjustment for 29 December 2012 the Rights issue 2012 £000s £000s £000s Assets (Note 1) (Note 2) Non-current assets Investment in associates 50,288 – 50,288 50,288 – 50,288 Current assets Trade and other receivables 3,903 – 3,903 Cash and cash equivalents 51 4,992 5,043 3,954 4,992 8,946 Assets held for resale 21,303 – 21,303 Total assets 75,545 4,992 80,537 Liabilities Current liabilities Trade and other payables 9,697 – 9,697 Provisions 546 – 546 Liabilities classified as held for resale 16,653 – 16,653 26,896 – 26,896 Non-current liabilities Retirement benefit obligations 720 – 720 720 – 720 Total liabilities 27,616 – 27,616 Net assets 47,929 4,992 52,921 Notes 1. The financial information has been extracted, without material adjustment, from the audited consolidated financial statements of the Group for the year ended 29 December 2012 incorporated by reference in this document and prepared under the Group’s IFRS accounting policies. 2. The net proceeds of the Rights Issue of approximately £5.0 million are calculated on the basis that the Company issues 299,298,160 New Ordinary Shares of one pence each at a price of 2 pence per share, net of estimated expenses in connection with the Rights Issue of approximately 1.0 million. 3. No adjustment has been made to reflect the trading results of the Group since 29 December 2012.

Notes: 1 Shareholders should read the whole of this document and not rely solely on this pro forma ﬁnancial information.

2 The unaudited pro forma statement of net assets does not constitute ﬁnancial statements within the meaning of Section 434 of the Companies Act 2006.

89 B. Accountant’s Report on Unaudited Pro Forma Financial Information

The Directors Coalﬁeld Resources Plc Blyth Road Harworth Doncaster South Yorkshire DN11 8DB

7 August 2013 Dear Sirs Coalfield Resources Plc (the ‘‘Company’’) We report on the pro forma financial information (the ‘‘Pro forma financial information’’) set out in Section A of Part VII of the Company’s prospectus dated 7 August 2013 (the ‘‘Prospectus’’) which has been prepared on the basis described in the notes to the Pro forma financial information, for illustrative purposes only, to provide information about how the proposed admission of ordinary shares to the standard segment of the Official List maintained by the Financial Conduct Authority and the proposed admission of those shares to trading on the London Stock Exchange’s main market for listed securities might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the year ended 29 December 2012. This report is required by item 20.2 of Annex I to the PD Regulation and is given for the purpose of complying with that PD Regulation and for no other purpose. Responsibilities It is the responsibility of the directors of the Company to prepare the Pro forma financial information in accordance with item 20.2 of Annex I to the PD Regulation. It is our responsibility to form an opinion, as required by item 7 of Annex II to the PD Regulation as to the proper compilation of the Pro forma financial information and to report our opinion to you. In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

PricewaterhouseCoopers LLP, Benson House, 33 Wellington Street, Leeds LS1 4JP T: +44 (0) 113 289 4000, F: +44 (0) 113 289 4460, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered ofﬁce of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

90 Basis of opinion We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of the Company. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company. Opinion In our opinion: a) the Pro forma financial information has been properly compiled on the basis stated; and b) such basis is consistent with the accounting policies of the Company. Declaration For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of the Prospectus and we declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Item 1.2 of Annex I to the PD Regulation. Yours faithfully PricewaterhouseCoopers LLP Chartered Accountants

91 PART VIII – PROPERTY VALUATION REPORT 7 August 2013 The Directors Coalﬁeld Resources plc Harworth Park, Blyth Road, Harworth, South Yorkshire DN11 8DB Investec Bank plc 2 Gresham Street London EC2V 7QP Dear Sirs

Valuation of Six Estates for Rights Issue Prospectus As at 19th July 2013

We refer to your instructions as agreed by our letter dated 18th July 2013, to prepare a report and valuation of the above assets held in six Estates for a rights issue prospectus and set out below our report. 1.0 VALUATION TERMS 1.1 Instructions This valuation is carried out in accordance with Smiths Gore’s Standard Assumptions for the preparation of Valuations which are attached in Appendix 1, unless varied by special assumptions as set out below or as have been subsequently agreed with you. Appendix 1 also contains statements on the firm’s complaint handling procedure as well as monitoring of valuations by the RICS under the Institution’s conduct and disciplinary regulations. We confirm that Smiths Gore holds appropriate Professional Indemnity Insurance to enable us to undertake this instruction. We confirm that this report complies with the requirements of the ‘‘RICS Valuation – Professional Standards March 2012’’. Our report is addressed to Coalfield Resources plc and Investec Bank plc, and the report is to be included in a rights issue prospectus. Other than this there are no other intended users of this valuation. 1.2 The property The Property to be valued comprises of six Estates being:– Acres Ref Estate County Post code (acres) 3.0 Nadins Derbyshire DE15 9TP 172.1 4.0 Forge and Monument Derbyshire NG16 5PE 69.6 5.0 Smotherfly Derbyshire & NG16 6PN 146.6 Nottinghamshire 6.0 Oxcroft Derbyshire S43 5UA 115.3 7.0 Hoodcroft Derbyshire S43 5UA 140.9 8.0 Hatherley Lane Northumberland NE24 4HF 224.1

868.6

Smiths Gore • 17-18 Old Bond Street, London W1S 4PT • United Kingdom t 020 7409 9490 • f 020 7409 9499 • www.smithsgore.co.uk *Abergavenny • *Andover • Berwick-upon-Tweed • Carlisle • Cirencester • Corbridge • Darlington • Dumfries • Edinburgh *Exeter • Fochabers • Haddington • Lichfield • Lincoln • London • Maidstone • Marlborough • Newmarket • Oxford • Perth Peterborough • Petworth • Preston • *St Mellion • *Stamford • *Stow-on-the-Wold • Taunton • *Truro • Winchester • York Associated companies in British Virgin Islands • Denver • Kuala Lumpur • Sabah • Brunei *not ISO certified A list of partners is available from 17-18 Old Bond Street • London W1S 4PT • United Kingdom Authorised and regulated by the Financial Services Authority.

92 1.3 Purpose and valuation basis This valuation is required for inclusion in a rights issue prospectus which is to be issued by Coalfield Resources plc and we understand the report will be in accordance with UKVS 2.1 Valuation Reports in Prospectus and Shareholder Circulars and is thus a regulated purpose valuation. The basis of valuation is Market Value as defined by the RICS Valuation – Professional Standards March 2012 (Red Book) Valuation Standard 3.2 which is defined as: ‘‘The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’’ An extract and commentary of which is contained in Appendix 1. The values reported are in Pounds Sterling.

1.4 Special assumptions In addition to our Standard Assumptions we are instructed to make the following Special Assumptions: . Each estate will be offered as a whole or in part to its best advantage and subject to the existing tenancies . That the market will not be affected by two or more such sales in Coalﬁeld Resources plc (or its subsidiaries) ownership being offered for sale simultaneously . For the avoidance of doubt, ‘Hope Value’ as deﬁned by the Valuations Standards is included in our valuation . That all Farm Business Tenancy agreements have contained within them a 12 month break clause that can be triggered at any point during the term on the tenancy with nil or minimal compensation due. We have assumed therefore that for all land let under FBT terms, vacant possession can be achieved within this timescale . It is assumed that the freehold interest is not subject to any onerous covenants, easements, rights of way or other such rights other than those disclosed to us as part of your management information . The valuation will be prepared on the basis that all minerals are excluded . It is assumed that there are no physical changes or changes in tenure other than those advised to us before the valuation date by your management records

1.5 Date of valuation The date of the valuation is the 19th July 2013. We are not aware of any material changes in circumstances between the date of the valuation and the date of this valuation report that would affect the valuation.

1.6 Disclosure of prior involvement Since 2006 Smiths Gore have carried out sales on behalf of Harworth Mining International Ltd, which was then a wholly owned subsidiary of UK Coal plc (now Coalﬁeld Resources plc) and manages a number of the Estates within the portfolio being valued.

1.7 Status of the valuer This report and valuation will be prepared by Gerald FitzGerald MRICS FAAV acting as an Independent Expert. We confirm he has no material interests with Coalfield Resources plc as defined under UKPS Appendix 7. In accordance with current RICS regulations we confirm that: . Smiths Gore has valued the majority of Coalfield Resources plc (and its subsidiaries from time to time) agricultural property portfolio since 2005. Gerald FitzGerald has supervised the valuation of Coalfield Resources plc agricultural portfolio since the 30th June 2008. . The total fees earned in our latest financial year from Coalfield Resources plc amounted to substantially less than 5% of our Firms turnover.

93 We can conﬁrm that we do not have any material interest in any of the properties and that we have undertaken these valuations in the capacity of External Valuer. Gerald FitzGerald specialises in the valuation of rural portfolios including rural houses as well as minerals and conﬁrms that he has the necessary skill and knowledge of the market to undertake this valuation competently.

1.8 Inspections Gerald FitzGerald inspected ﬁve of the Estates as part of the valuation. As the land at Hatherley Lane is a considerable distance from the other ﬁve, James Bolton MRICS of Smiths Gore inspected this Estate. Inspection of houses was limited to external only as the properties are let.

1.9 Investigations We were supplied with the following information upon which we have relied:– . Ownership plans . Total area of the Estates . Planning and any development proposals Information on tenancies and management was supplied by Smiths Gore managers.

1.10 Title We are to value the freehold of the Estates subject to any tenancies identiﬁed. We have not had sight of the title deeds to the Estates but have been informed that there is good and marketable title and that it is not subject to any onerous restrictive covenants other than is listed below:– . Forge and Monument – there is a Coal Authority overage expiring in 2015. We have assumed that the sporting rights are included in the Title but that the minerals are excluded. We have assumed the properties have vehicular and pedestrian access from the public highway for the current use and for any future development.

2.0 VALUATION 2.1 Valuation methodology To value the six Estates we have broken them down into individual properties which generally follow the letting arrangements. Most assets are valued on a comparison basis with specific assumptions for the letting arrangements. For properties let under the Agricultural Holdings Act 1986, we have made our own assessment of the estimated rental value of the properties, as compared to the current rent passing, and applied to that estimated rental value a valuation yield to reflect the individual characteristics of the property. We have also as part of this assessed the underlying vacant possession value. For the Farm Business Tenancies as these are short term, we have valued these at their vacant possession value. The other in-hand properties have been valued at their vacant possession value. For properties let on Assured Shorthold or Farm Business tenancies we have applied a discount to the vacant possession value to reflect the time it would take (by service of Notice) for the Client to obtain vacant possession, and therefore full vacant possession value. For properties which are subject to a protected residential tenancy we have applied a discount to reflect that vacant possession is not available to the Landlord except at the Tenant’s discretion.

2.2 Valuation Commentary Detailed valuation commentary and a description of each Estate are set out in sections 3.0 to 8.0 below. All of the Estates are what we would describe as rural properties being a mixture of land buildings and houses. All of the Estates have had been affected by open cast coaling but are now no longer operational and have been restored to varying degrees and quality.

94 A number of the assets within the Estate are in the process of being marketed and some are currently under offer for sale with solicitors instructed. In our valuations we have reﬂected on the evidence from these sales and the strength of competition for the asset. This does not necessarily mean that we value the assets at the agreed sale price as in some instances because of the lack of competition our value is lower than the sale price agreed reﬂecting the lack of competition.

2.3 Valuation We are of the opinion that the current Market Value of the freehold of the Property, on the assumptions as set out in our Appendix 1 as of 19th July 2013 is £3,240,000 (Three Million Two Hundred and Forty Thousand Pounds). We have apportioned this value between the Estates as follows:– Ref Estate Title Inspection MV 3.0 Nadins Freehold 17th July 2013 £392,000 4.0 Forge and Monument Freehold 17th July 2013 £138,000 5.0 Smotherﬂy Freehold 17th July 2013 £261,000 6.0 Oxcroft Freehold 17th July 2013 £407,000 7.0 Hoodcroft Freehold 17th July 2013 £1,526,000 8.0 Hatherley Lane Freehold 16th July 2013 £516,000

TOTAL £3,240,000

Please not that this valuation is subject to a number of Special Assumptions as set out in paragraph 1.4 above and the above Market Value reported should be read in conjunction with these special assumptions.

2.4 Consent and responsibility Smiths Gore hereby gives its consent to the inclusion of this Valuation Report in the Prospectus and to the references to this Valuation Report and Smiths Gore in the Prospectus in the form and context in which they appear. We accept responsibility for the information contained in this valuation for the purposes of Rule 5.5.3(R)(2)(f) of the Prospectus Rules of the Financial Conduct Authority. We declare to the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this valuation is in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Item 1.2 of Annex I to the PD Regulation.

2.5 Confidentiality This report and valuation is confidential to the parties to whom is it addressed for the specific purpose to which it refers and no responsibility whatsoever is accepted to any third party. It may be shared with other advisors as part of the purpose listed and disclosed in the prospectus. Save as provided for above in Section 1.1, neither the whole, nor any part, nor reference thereto, may be published in any document, statement or circular, nor in any communication with third parties, without our prior written approval of the form and context in which it will appear which will have to reflect both these Terms of Engagement and sufficient contemporaneous reference to any departures from the RICS Valuation Standards.

Gerald FitzGerald ● MRICS FAAV REV

Partner Smiths Gore e Gerald.ﬁ[email protected] . t 0207 409 9492 Date 7 August 2013

95 3.0 NADINS 3.1 Location The Estate is situated in open countryside in Derbyshire on the urban fringe of Newhall, a large village situated between Burton-on-Trent and Swadlingcote. It is approximately 3.9 miles to the south east of Burton-on-Trent and 7 miles south east of Ashby-de-la-Zouch. Access to the estate is off the B5354, Park Road, on the eastern boundary. Although part of the Estate abuts the A444 at the line of the old railway, this is not currently used and is a bridge under which the railway ran through. There is also a right of way to the west from Stanton along the public footpath. The nearest train station is Burton-on-Trent to the west.

3.2 Description The Estate is located in rural countryside at a height of approximately 70 to 80 metres above sea level. This is a former opencast site that has been restored to a mixture of pasture and scrub with substantial areas of landscaping and ponds. The style of restoration means that the agricultural quality of the land is poor and much of the Estate is unused and reverting to scrub woodland. The Estate comprises 172.1 acres (69.65 hectares) of bare land. Most of the land is in a single block to the north of the B5353. There is one off lying block of 5.4 acres to the east south of Newhall off Almond Grove. The surrounding land is mostly urban fringe pasture and arable. To the north, there is a council land ﬁll site currently open and operational. To the east of the B5353 there is a new golf course being contracted on an area known as Tetron Point.

3.2.1 The Land As former worked land the grading and soil type are no longer relevant for most of the Estate. The un-worked land is classified Grade 4 under the Ministry of Agriculture Fisheries and Food Land Classification Map. The soil type where un-worked is Bardsey Series being Carboniferous mudstone with interbedded sandstone. This is described as slowly permeable seasonally waterlogged loamy over clayey and fine silty soils over soft rock, some well drained coarse loamy soils over harder rock, suitable for cereals, some potatoes, permanent grassland, and stock rearing. Given the location the land is only suitable for pasture.

3.3 Condition The Estate is in poor condition and suffers from trespass.

3.4 Environmental factors We have not carried out a detailed environmental report on the Property. The quality of restoration is basic and there are some areas of poor drainage which even in the current hot weather conditions are still ﬂooded.

3.5 Subsidies and grants The two tenancy agreements contain provisions that entitlements, where held, are to be transferred by the tenant to the landlord upon termination of the tenancy agreement for the consideration of £1 (if demanded). The transfer of entitlements cannot be guaranteed.

3.6 Tenancies There are three lettings: . 34.60 acres on a Farm Business Tenancy to Mr Kingston expiring 30 Sept 2013 at a rent of £1,300 per annum (£38/acre). . 23.13 acres on a Farm Business Tenancy to Mr Kingston expiring 30 Nov 2013 at a rent of £2,000 per annum (£86/acre). . Wayleave for a high Voltage line for oversail and three pylons.

96 3.7 Services We do not have details of services connected but did observe water troughs in one of the ﬁelds. In accordance with our Standard Assumptions, these services have not been tested or veriﬁed.

3.8 Planning All of the Property lies with South Derbyshire District Council. There are no development proposals affecting the Estate. The main part of the Estate is designated Green Belt, which precludes any new development and additionally makes it difﬁcult to extend or alter existing buildings. The Land at Almond Grove is Open land and identiﬁed as an area for New Recreational Provisions. All of the Estate is within the National Forest.

3.9 Comments on Estate and valuation For the main part of this Estate the land quality is poor and of limited use for agriculture. Of the two lettings, the 23.30 acres is the much better quality land and appears to have not been worked. The letting of the larger area of land is poorer quality although there is one better field towards the north. In 2011 and 2010 part of the Estate was marketed at £400,000 for 128.27 acres, equating to £3,118 per acre subject to a 50% overage clause for a 25 year period. During this period it did not receive any interest at this level. We do not believe the market has improved significantly since that date and therefore have valued the land at a lower rate. Although there have been some better values for strategic land paid more recently, we believe the market would still view this as too poor quality to put much of a premium on it. In valuing the land we have placed the highest value on 23.13 acres, reflecting that it is the best pasture land. The balance has been valued at the range of rates from £1,200 to £3,500 to reflect the land quality. For the land in the bottom south east corner we have a placed a small premium to reflect some development hope, albeit very heavily discounted. We have also valued the land at Almond Grove at a slight premium to reflect its location and hope of alternative uses.

4.0 FORGE AND MONUMENT 4.1 Location The Estate is situated in open countryside in Derbyshire to the south of Ironville, a ‘‘model village’’ built about 1830 by the Butterley Company to house its workers, situated between Riddings and Codnor Par, about 6.8 miles south of Junction 28 of the M1. It is approximately 16 miles to the northwest of Nottingham and 14 miles north east of Derby. Access to the estate is through Ironville off Nottingham Road leading on to Station Road, and then over a railway bridge.

4.2 Description Comprises a single block of bare land approximately 70 to 80 metres above sea level. Part of the northern half is a former opencast site that has been restored to scrub and pasture. The Estate comprises 69.6 acres (28.17 hectares) of bare land. The land is bordered by the disused Cromford Canal to the north and east, and the railway line to the west. Access to the land is via a right of way from Station Road over the railway. The railway is an operational mainline where the bridge width is around a maximum of 4 metres.

4.2.1 The Land The northern section of the land has been reinstated following open cast mining and thus the land grading and soil type are no longer relevant for most of the Estate. The un-worked land is classiﬁed Grade 4 under the Ministry of Agriculture Fisheries and Food Land Classiﬁcation Map.

97 The soil type is Dale Series being Carboniferous and Jurassic clay and shale. This is described as slowly permeable seasonally waterlogged clayey ﬁne loamy over clayey and ﬁne silty soils on soft rock often stoneless, suitable for cereals permanent and short term grassland.

4.3 Condition The land is un-let and unmanaged.

4.4 Environmental factors We have not carried out a detailed environmental report on the Property and did not note any particular potential problems from our inspection.

4.5 Subsidies and grants The land is not farmed and there are no subsidy claims made.

4.6 Tenancies None.

4.7 Services We are not aware of any service being connected.

4.8 Planning The Estate is in Amber Valley Borough Council, who has designated 17.3 acres at the northern end of the site as ‘White Land Space’ with potential for development. The remainder of the land is designated by Amber Valley Borough Council as a ’site of importance for nature conservation’ under policy EN14. The land consists of open grassland and a small lake, in the northern section with woodland in the southern section.

4.9 Comments on Estate and valuation The Estate is currently on the market at a guide of £300,000. Given that part of the land is designated ‘white land’ this suggests there is some development hope on this land. However as access is over the railway, it is very likely that there would be a ransom payment to Network Rail. There is no development proposal at present and, given the state of the economy, any development if it were to happen could be some way off. We have placed a small premium on this ‘white land’ however it is heavily discounted for the access issue as well as any development being some way off. If development were to happen, it would be some time after 2015, and we have therefore made no adjustment for the overage as it will expire in 2015.

5.0 SMOTHERFLY 5.1 Location The Estate is situated in open countryside on the Nottinghamshire Derbyshire border between the villages of Pinxton village to the north, Westwood to the south and Somercotes to the west. It is approximately 2.3 miles to the south east of junction 28 of the M 1 and 97 miles north east of Mansﬁeld.

5.2 Description The Estate is located in rural countryside at a height of approximately 80 to 110 metres above sea level. This Estate is the balance of the Smotherﬂy Estate which was an opencast coal site, now closed, restored and mostly sold off. The Estate comprises 146.6 acres (59.32 hectares) of bare land. The estate breaks down into three areas as described below.

5.2.1 Woodland An off lying block situated to the south of the estate. This is a new woodland, in all measuring 41.11 acres of mixed woodland, mostly young trees and new planting. As part of the planning gain for the opencast coal mine, a permissive path for public access runs though this area which does reduce the appeal and value of this wood.

98 5.2.2 Triangle west of railway This is a block of pasture and wood with railway lines to the east and west. This land has not been worked. Access is via a right of way over an unmade track. The land is classified Grade 4 under the Ministry of Agriculture Fisheries and Food Land Classification Map. The soil type is Dale Series being Carboniferous and Jurassic clay and shale. This is described as slowly permeable seasonally waterlogged clayey fine loamy over clayey and fine silty soils on soft rock often stoneless, suitable for cereals permanent and short term grassland.

5.2.3 Land east of railway and river A block of bare land, mostly pasture, but with significant areas of wood and scrub. The land is classified Grade 4 under the Ministry of Agriculture Fisheries and Food Land Classification Map. Most of the land is soil type Dale Series being Carboniferous and Jurassic clay and shale. This is described as slowly permeable seasonally waterlogged clayey fine loamy over clayey and fine silty soils on soft rock often stoneless, suitable for cereals permanent and short term grassland. There may be some better land by the river but it is a small area. Access to this block is very poor over a long private right of way and over or under a railway.

5.3 Condition Signiﬁcant parts of the land are un-let and unmanaged.

5.4 Environmental factors We have not carried out a detailed environmental report on the Property and did not note any particular potential problems from our inspection.

5.5 Subsidies and grants The Entitlements for the land let on an Agricultural Holdings Act Tenancy are owned by the tenant and not included with the Estate. However the land on a Farm Business Tenancy contains provisions that entitlements, where held, are to be transferred by the tenant to the landlord upon termination of the tenancy agreement for the consideration of £1 (if demanded). The transfer of entitlements cannot be guaranteed.

5.6 Tenancies There are the following tenancies on the land . Part of the triangle is subject in part to a Farm Business Tenancy (FBT) to A Smith as part of a wider agreement, the ﬁxed term of the agreement ends 30 September 2013 and comprises 6.67 acres. . To the east of the river, part is subject to an FBT to A Smith as part of a wider agreement, the ﬁxed term of the agreement ends 30 September 2013 comprise 32.07 acres at a rent of £276 per annum. . To the east of the river part is also subject to an Agricultural Holdings Act Tenancy to S & A Smith comprising 10.50 acres of bare land at a rent of £203 per annum.

5.7 Services We are not aware of any services connected.

5.8 Planning All of the Property lies with Amber Valley District Council. There are no development proposals affecting the Estate.

99 5.9 Comments on Estate and valuation During 2011 and 2012 there have been a number of sales of land which were part of this estate. Prices achieved ranged from £3,200 to £6,200 per acre, however all of this was better quality land with better access. The whole of the Estate being valued is currently on the market at a guide of £340,000. At present there is limited interest but it is hoped a deal has been agreed to sell at close to this level. In valuing all the blocks, the poor access is a problem and, as a result, we have reduced the value of the various blocks to reﬂect this. The woodland to the south is valued as new woods. Due to the public access commitments we have discounted the value of this area. The triangle although a right of way has better access compared to the land to the east of the railway. The land to the east of the railway is also poorer quality and part is also subject to an AHA which reduces the value further. Much of this land is also of limited productive agricultural value.

6.0 OXCROFT 6.1 Location The Estate is situated in open countryside in Derbyshire to the south of Hoodsclose south of Barlborough village, to the west of the settlement of Stanfree about 4 miles from junction 29a of the M1. It is approximately 1 mile to the west of Clowne and 7.4 miles to the west of Chesterﬁeld. Access to the estate is off the Mill Road. The nearest train station is Kiveton Bridge about 8 miles to the north.

6.2 Description The Estate is a former Coal Depot now derelict with the old railway line removed but many of the internal roads and structure footings of the demolished buildings still present. The Estate comprises 115.3 acres (46.68 hectares) which we would breakdown into three areas.

6.2.1 Former Coal Disposal Point This operated from 1980 to 2007. It is estimated that there are about 12.5 acres of hard standing and loading areas surrounding the former rail head. The balance of the area comprises restored spoil heaps, coal stacking areas interspersed with scrub wood and ponds.

6.2.2 Pasture at Oxcroft There are two areas of pasture, both of which are let. The southern block is of poorer quality compared to the north, although both are marginal. It is suspected that some of the pasture was also used for a site compound from when the motorway was being constructed and there is some compaction.

6.2.3 Triangle to south There is a further block of land to the south of the main block. This is good quality pasture which has been improved and is capable of being ploughed. It also adjoins some housing. The land is classified Grade 4 under the Ministry of Agriculture Fisheries and Food Land Classification Map. The soil type is Dale Series being Carboniferous and Jurassic clay and shale. This is described as slowly permeable seasonally waterlogged clayey fine loamy over clayey and fine silty soils on soft rock often stoneless, suitable for cereals permanent and short term grassland.

6.3 Condition Given the past uses the land is in poor condition. We are informed there are after care obligations on about 10 acres.

6.4 Environmental factors The Estate has had extensive industrial workings but we assume the site is not contaminated.

100 6.5 Subsidies and grants The tenancy agreements contain provisions that entitlements, where held, are to be transferred by the tenant to the landlord upon termination of the Tenancy Agreement for the consideration of £1 (if demanded). The transfer of entitlements cannot be guaranteed.

6.6 Tenancies There are three of tenancies as follows:– . 8.5 acres let on a FBT expiring 1st November 2013 at a rent of £800 pa (northern block) . 15.5 acres let on a FBT expiring 1st October 2013 at a rent of £200 pa (southern block) . Land at Mill Lane – let on a FBT expiring 31st October 2013 at a rent of £700 pa for 9.41 acres

6.7 Planning Oxcroft is a former coal disposal point which is currently allocated as ‘‘White Land’’ within the Bolsover District Local Plan. However given its rural location it is not expected that the site will come forward for development for alternative uses.

6.8 Comments on Estate and valuation The main part of the Estate has been on the market with a guide of over £300,000. We understand a number of offers have been received and it is likely this guide will be exceeded. Given the history of the site there is some risk to any sale proceeding as past details are disclosed during the sale. The triangular field has also been marketed as part of the Hoodcroft Estate below. We have valued the let land at varying prices to reflect the land quality, with the highest value on the triangle land to the south. The former Coal disposal point is hard to value. In some respects the land is a liability and of little use. However given the brownfield use we think the market would hope of some outside chance of alternative uses. In the past there was hope for alternatives uses but these seem unlikely now and, as a result, we have placed a conservative value on the land.

7.0 HOODCROFT 7.1 Location The Estate is situated in open countryside in Derbyshire immediately to the south of Barlborough village, about 4 miles from junction 29a of the M1. It is approximately 1 mile to the west of Clowne and 7.4 miles to the west of Chesterﬁeld. Access to the estate is off the B6418 and from the north off the A616. The nearest train station is Kiveton Bridge about 7 miles to the north.

7.2 Description The Estate is located in rural countryside at a height of approximately 80 to 120 metres above sea level. The land has not been worked for Coal. The Estate comprises 140.90 acres (57.02 hectares) comprising of three houses, a range of buildings and land. The surrounding land is mostly in agricultural production although it borders an industrial development known as Magnet Business Park on the edge of Barlborough. To the south is Oxcroft a former Coal depot described above in section 6.0.

7.2.1 The Land The land is classified Grade 4 under the Ministry of Agriculture Fisheries and Food Land Classification Map. The soil type is Dale Series being Carboniferous and Jurassic clay and shale. This is described as slowly permeable seasonally waterlogged clayey fine loamy over clayey and fine silty soils on soft rock often stoneless, suitable for cereals permanent and short term grassland.

101 7.2.2 Hoodcroft Farmhouse A detached farmhouse comprising 4 beds is situated to the north of the Estate The original farmhouse is of a stone construction with modern extensions under a concrete tile roof. The property beneﬁts from a useful yard and modest agricultural building to the rear. The accommodation comprises: Entrance via front door to Porch 2.72m x 1.81m housing gas boiler and leading via inner door to the: Kitchen – 3.64m x 4.61m with ﬁtted units and pantry adjoining. Utility – 2.72m x 1.81m adjoining kitchen Dining Room – 3.63m x 4.61m Lounge – 7.90m x 4.86m Bedroom 1 – 3.33m x 4.56m Bedroom 2 – 4.56m x 3.94m Bathroom 1 – 2.33m x 3.23m with WC, basin, bath and shower Stairs from hallway to landing and off which lies; Bedroom 3 – 4.58m x 3.61m with Bathroom 2 – 2.73m x 2.10m with WC, bath and basin. Bedroom 4 – 2.36m x 3.64m Garage Access is obtained via Slayley Lane an unmade track from the A619 Worksop Road

7.2.3 Romeley Cottage A detached cottage in need of renovation with stabling and other ancillary buildings, situated at the centre of the Estate The accommodation comprises: Entrance via front door to Utility and leading via inner door to the: Kitchen – 3.36m x 2.48m. Lounge/ Diner – 4.59m x 5.10m with wood burner. Living Room – 3.63m x 3.42m with wood burner. Store Room – converted garage concrete block walls not plastered with stairs to loft above utilised as an additional bedroom. Shower Room – 1.20m x 2.46m with WC, shower and basin Stairs from hallway to landing and off which lies; Bedroom 1 – 3.34m x 2.66m. Bedroom 2 – 3.61m x 3.73m. Bathroom – 3.53m x 2.56m with WC, bath and basin. Floor and ceiling in a poor condition. Access is obtained via Romeley Lane via an unmade track from the B6418 Low Road.

7.2.4 Romeley Farmhouse This farmhouse adjoining Romeley Cottage above, let to a Mr Small, who lives and works from the farmstead using the buildings as storage for his business. The farmhouse is a substantial 4 bed detached property in an elevated position, well presented and in a good condition. The tenant has invested heavily in the farmstead, making signiﬁcant improvements and repairs where necessary. The property is accessed by an unmade shared access track.

102 Based on the historic investment by the tenant there is a likelihood of a signiﬁcant compensation claim should the tenancy be terminated which we have reﬂected in our valuation.

7.3 Condition The Hoodcroft and Romeley Cottage are in basic condition. Romeley Farmhouse is in better order, although this is due to the tenants improvements.

7.4 Environmental factors We have not carried out a detailed environmental report on the Property and did not note any particular potential problems from our inspection. In common with many agricultural properties some of the farm buildings’ rooﬁng material is corrugated ﬁbre asbestos sheeting. This is in a relatively inert form and provided it is maintained in a good condition, it does not generally give rise to particular concern. However, it does require detailed recording of its presence and if work is being carried out a specialist contractor will be required for its removal and disposal.

7.5 Subsidies and grants As the farms are let, the Entitlements are owned by the tenants and not included with the Estate. However the tenancy agreements contain provisions that entitlements, where held, are to be transferred by the tenant to the landlord upon termination of the tenancy agreement for the consideration of £1 (if demanded). The transfer of entitlements cannot be guaranteed.

7.6 Tenancies There are a number of tenancies as follows . Hoodcroft Farmhouse – let on an Assured Shorthold tenancy. The tenants are due to vacate on the 1st August 2013 . Romeley Farmhouse – let on a periodic Assured Shorthold tenancy at a rent of £7,560 p.a. . Romeley Buildings – let on a licence to the tenant of the farmhouse at a rent of £2,000 p.a. . Land West of Hoodcroft Lane – let on a FBT expiring 19th September 2013 at a rent of £550 pa for 7.91 acres . Land east & west of Hoodcroft Lane – let on a FBT expiring 31st October 2013 at a rent of £3,000 pa for 34.2 acres . Land at Romeley Farm – let on a FBT expiring 30th September 2014 at a rent of £9,240 pa for 84 acres

7.7 Services We are informed by that the Property is connected to mains electricity and water. In accordance with our Standard Assumptions, these services have not been tested or veriﬁed.

7.8 Planning All of the Property lies within Bolsover District Council. There are no development proposals affecting the Estate.

7.9 Comments on Estate and valuation There is good evidence for the current value from the recent advertising of the Estate for sale. We have reﬂected this in the values we have used as there was good competition and a good range of offers. The one exception is Hoodcroft Farmhouse which, due to the tenant refusing to allow viewings, was not fully tested and is about to be re-marketed together with land. This house is in a good setting but its access is poor and may well exceed our valuation. However given these problems we have used a lower value.

103 8.0 HATHERLEY LANE 8.1 Location The Estate is situated 12 miles North of Newcastle upon Tyne and 2.3 miles West of Blyth, adjacent to the settlement of Bebside. Access to the land is off the A193 Bebside Road or the B1505 Horton Road, both of which link with Hatherley Lane which runs through the land. The nearest train station is at Morpeth, which is 9.4 miles to the North West of the land.

8.2 Description The Estate is located in semi open countryside, between the towns of Bedlington and Blyth and immediately South of the settlement of Bebside at a height of approximately 10 metres above sea level. The land is a mixture of rough grazing, scrubland, arable land, woodland, a large area of hardstanding currently used as a clay pigeon shooting ground. We understand the Estate comprises 224.1 acres (90.69 hectares) of bare land and woodland.

8.2.1 The Land The soil type is Foggathorpe I Series being glaciolacustrine drift and till. This is described as slowly permeable seasonally waterlogged clayey and ﬁne loamy over clayey soils suitable for cereals and grassland in Northumberland. Much of the land has been worked however and thus the soil has been changed.

8.3 Condition The arable land to the south appears to be in good heart and is currently all cropped. Hatherley Lane runs through the middle of the land and we are informed that rights of access are from this lane, there is also road frontage to the West onto Horton Road. The land to the North of the woodland strip and South of Bebside is generally in a poorer condition, although could be improved, being either rough grazing or scrubland with gorse and rushes. We are informed that there are rights of access from Bebside Road, along Hatherley Lane. The land to the North West of the site, used by the gun club is not in agricultural production, being a large area with tracks and hard standing, again access is along Hatherley Land from Bebside Road.

8.4 Environmental factors We have not carried out a detailed environmental report on the Property and did not note any particular potential problems from our inspection, although a small quantity of tyres and other debris has been dumped on the land close to Bebside and the area used by the gun club is likely to contain lead shot.

8.5 Subsidies and grants The tenancy agreements contain provisions that entitlements, where held, are to be transferred by the tenant to the landlord upon termination of the tenancy agreement for the consideration of £1 (if demanded). The transfer of entitlements cannot be guaranteed.

8.6 Tenancies The following tenancies cover the site: . 50 Acres scrub and rough grazing let to Mr J Bradley under a Farm Business Tenancy expiring 31st March 2015 at the yearly rent of £1,500 for this and an additional area of approximately 13 acres which is owned by a separate company. This rent will need to be apportioned. . 87 Acres of arable land let to Mr W Robson under a Farm Business Tenancy expiring 31st October 2013 at the yearly rent of £8,700. . 18 Acres of rough grazing let to Mr Douglas under a pony licence expiring 15th March 2015 at the yearly rent £1,350. . Approximately 15 acres of land let to Alnwick & District Gun Club under a shooting licence expiring 31st March 2014 at the yearly rent of £750.

104 8.7 Services We did not see any evidence of services connected to the site. In accordance with our Standard Assumptions, these services have not been tested or veriﬁed.

8.8 Planning All of the Property lies within Northumberland County Council’s planning jurisdiction. There are no development proposals affecting the land.

8.9 Comments on Estate and valuation The Estate is typical of that found in this area of Northumberland, having a range of agricultural uses, but also other non agricultural uses on the edge of the urban area, such as the gun club and horse grazing. Whilst values for good land, such as the best arable land, remain high, buyers are cautious when considering lesser quality land. Given this is restored land we have discounted the values reﬂecting sales in the area of worked land.

105 APPENDIX 1

Smiths Gore Standard Assumptions for the preparation of valuations In accordance with the RICS Regulations covering valuations, these are the Standard Assumptions upon which our valuations are prepared; they apply unless we have speciﬁcally mentioned otherwise in related correspondence. Where appropriate, we will be pleased to discuss variations to suit any particular circumstances.

Title and Documentation We will rely on any leases or documents of title provided to us by the client or the client’s professional advisors but reliance should not be placed on our interpretation without veriﬁcation by your lawyers. We assume, unless informed to the contrary, that each subject property has a good and marketable title, that all documentation is satisfactorily drawn and that there are no encumbrances, covenants, restrictions, easements, rights of way, wayleaves, servitudes, or other outgoings of an onerous nature which would have an effect on the value or use of the interest under consideration, nor material litigation pending. We will not rely upon any information contained in any Home Information Pack or Energy Performance Certiﬁcate which may be provided to us.

Tenancies Although we reflect our general understanding of the status of the tenant(s), enquiries as to the financial standing of actual or prospective tenant(s) are not normally made unless specifically requested. Where properties are valued subject to lettings, it is assumed, unless we are informed otherwise, that the tenants are capable of meeting their financial obligations under the lease(s)/tenancy(ies); that there are no arrears of rent or undisclosed breaches of covenant and that all covenants to repair will be met.

Measurements and Areas All measurements of houses and buildings are carried out in accordance with the latest edition of the Code of Measuring Practice issued by the Royal Institution of Chartered Surveyors except where we speciﬁcally state that we have relied on another source, such as indicated to us during or prior to our inspection. In valuing portfolios of properties on rural estates, we do not normally measure land, houses or buildings. Any plans or drawings provided to us are assumed to be correct and can be scaled from unless speciﬁcally marked ’not to scale’. Areas of land will be taken from Ordnance Survey plans except where otherwise stated. Where the client is unable to provide an Ordnance Survey plan of the property to be valued, we will purchase an Ordnance Survey plan of the property and recharge the cost to the client.

State of Repair Unless expressly instructed otherwise we will not carry out a building survey, nor will we inspect those parts of the property which are covered, unexposed or inaccessible. We will not undertake any testing of services, drains, or installations. Our report will assume that the property is in good repair and condition except for any defects speciﬁcally noted. It will not express an opinion about or advise upon the condition of un-inspected parts and should not be taken as making any implied representation or statement about such parts.

Services Unless expressly instructed otherwise, we will not test service installations and we will assume that any service installations are sufﬁcient, in working order and free from any defect.

Plant and Machinery Plant and machinery considered part of the building service installations and which would pass with the property on a sale or letting are included in the valuation. All items of process plant and machinery and equipment, together with their special foundations and supports, furniture and furnishings, vehicles, stock and loose tools, and tenants’ ﬁxtures and ﬁttings are excluded.

106 Quotas, Entitlements and Other Rights The availability of Single Payment Scheme (SPS) entitlements and other appropriate quotas and like matters can significantly influence the profitability of farming land and thereby the value of it. Unless appropriate documentary evidence is provided to us before or during our inspection we will assume that the stocking and cropping noted on the farm(s)/estate at the time of our inspection is supported by sufficient SPS entitlements to the property and that the cropping satisfies the current requirements of the SPS or such other regulations as shall apply at the time.

Tenant Right The valuation excludes any consideration for tenant right matters. Separate allowance should be made for the value of growing crops, milk quota and farm equipment in accordance with statutory and customary valuation

Health of Land, Crops and Stock In the case of land, crops and stock we can accept no responsibility as to the possibility of latent infestation in the soil or of any disease which might affect crops or stock at any time in the future. Further, if any such problems are known or suspected to exist, or have existed in the past, it will be your duty to advise us. We will not carry out an inspection of any land drainage and will assume that the land is satisfactorily drained for the purpose for which it is being used unless any drainage defects are speciﬁcally referred to in our report.

Currency Unless stated otherwise all our valuations are expressed in £ sterling.

Tax In preparing this valuation, no allowance has been made for any liability for taxation which may arise on acquisition or disposal nor does it reﬂect any costs of acquisition or disposal.

Environmental Matters Some property may be affected by environmental factors that are either an inherent feature of the property itself, or the surrounding area, which could impact on the value of the property such as historic mining activity or electricity transmission equipment. Although we do not normally obtain detailed Environmental Surveys, we recommend that an Envirosearch Report is obtained for residential properties and a Sitecheck Assess Report is obtained for agricultural and commercial properties, the cost of which is added to our fee. If the Envirosearch Report or Sitecheck Assess Report classiﬁes the property as anything other than low risk, then we would recommend that a full Environmental Survey should be obtained, the cost of which will be added to our fee. Unless our inspection of the property or the purchase of an Envirosearch Report or Sitecheck Assess Report reveals the presence or potential presence of such factors, then our report will assume that the property is not affected by such factors. In undertaking our work, we will assume that no contaminative or potentially contaminative uses have ever been carried out on the property. We will not carry out any investigation into past or present uses either of the property or of any neighbouring land to establish whether there is any contamination or potential for contamination to the subject property from these uses of sites and will therefore assumed that none exists. However, should it be established subsequently that contamination, seepage or pollution exist at the property or on any neighbouring land or that any of the premises have been or are being put to a contaminative use, this might affect the values we report.

107 Contamination and Hazardous Substances Unless speciﬁcally instructed we will not carry out a building survey, test service installations, carry out site investigations, environmental surveys, radon surveys, chancel repairs, ﬂood risk assessments, mining substance etc. Our valuations assume: (i) That no materials have been used in the construction of the buildings which are deleterious, hazardous or likely to give rise to structural defects. (ii) That all relevant statutory requirements have been complied with. (iii) That the site is physically capable of development or redevelopment, when appropriate, and that no special or unusual costs will be incurred in providing foundations and infrastructure. (iv) That the property is not adversely affected by any form of pollution or contamination. (v) That there are no archaeological remains on or under the land which could adversely impact on value.

Planning and Statutory Regulations Unless indicated otherwise our valuations and reports are prepared on the basis that the premises/ properties (and any works thereto) comply with all relevant statutory UK and European regulations, including enactments relating to health & safety and ﬁre safety, and have relevant planning permissions, Listed building consents, building regulations, and any other relevant statutory permissions. The client will be expected to provide copies of relevant planning permissions and building regulation consents but where the client is unable to do so, we will attempt to obtain copies of relevant consents and any costs will be recharged to the client. In the event that we are unable to obtain copies of consents which are necessary to support our valuation, then this will be clearly stated in the report.

Development Properties For properties in the course of development, we have regard to the stage reached in construction together with costs, both incurred and remaining, at the date of valuation. For recently completed developments, no account of any retentions or allowance for outstanding costs, fees, or other expenditure is made nor will any account be taken of any incentives which may have been offered by the developer.

Confidentiality Our valuations are confidential to the party to whom they are addressed for the specific purpose to which they refer, and no responsibility whatsoever is accepted to any third parties. Neither the whole, nor any part, nor reference thereto, may be published in any document, statement or circular, nor in any communication with third parties, without prior written approval of the form and context in which it will appear which will have to reflect both these Terms of Engagement and Assumptions and sufficient contemporaneous reference to any other departures from the RICS Valuation Standards.

Monitoring As part of Smiths Gore internal quality control procedures and standards, this valuation will be subject to peer review. In addition our valuation may be subject to monitoring by the RICS under the Institution’s Conduct and Disciplinary Regulations.

Complaints handling procedures In accordance with the RICS Regulations and Rules of Conduct, Smiths Gore operates a formal complaints handling procedure. A copy of our written procedure is available on request.

108 Market Value (MV) Valuation standard 3.2 deﬁnes Market Value as the ‘‘The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’’

Commentary ‘‘The estimated amount...’’ refers to a price expressed in terms of money payable for the asset in an arm’s length market transaction. Market value is the most probable price reasonably obtainable in the market on the valuation date in keeping with the market value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of special value;

‘...an asset should exchange...’ refers to the fact that the value of an asset is an estimated amount rather than a predetermined amount or actual sale price. It is the price in a transaction that meets all the elements of the market value deﬁnition at the valuation date;

‘...on the date of valuation...’ requires that the value is time-specific as of a given date. Because markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made;

‘...between a willing buyer...’ refers to one who is motivated, but not compelled to buy. This buyer is neither over eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than in relation to an imaginary or hypothetical market that cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present owner is included among those who constitute ‘‘the market’’;

‘...and a willing seller...’ Is neither an over-eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the asset at market terms for the best price attainable in the open market after proper marketing, whatever that price may be. The factual circumstances of the actual owner are not a part of this consideration because the ‘willing seller’ is a hypothetical owner.

‘...in an arm’s-length transaction...’ Is one between parties who do not have a particular or special relationship (for example, parent and subsidiary companies or landlord and tenant) that may make the price level uncharacteristic of the market or inﬂated because of an element of Special Value (see IVS 2, paragraph 3.8). The Market Value transaction is presumed to be between unrelated parties each acting independently.

109 ‘...after proper marketing...’ means that the asset would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the market value definition. The method of sale is deemed to be that most appropriate to obtain the best price in the market to which the seller has access. The length of exposure time is not a fixed period but will vary according to the type of asset and market conditions. The only criterion is that there must have been sufficient time to allow the asset to be brought to the attention of an adequate number of market participants. The exposure period occurs prior to the valuation date;.

‘...wherein the parties had each acted knowledgeably and prudently...’ presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the asset, its actual and potential uses and the state of the market as of the valuation date. Each is further presumed to use that knowledge prudently to seek the price that is most favourable for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the valuation date, not with beneﬁt of hindsight at some later date. For example, it is not necessarily imprudent for a seller to sell assets in a market with falling prices at a price that is lower than previous market levels. In such cases, as is true for other exchanges in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time

‘...and without compulsion’ establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it.

Disregards . Costs of sale or purchase, seller’s costs of sale or the buyer’s costs of purchase and without adjustment for any taxes payable by either party as a direct result of the transaction. . Special value being the amount that reﬂects particular attributes of an asset that are only of value to a special purchaser (When special value is identiﬁed, it should be reported and clearly distinguished from market value) . Any existing mortgage, debenture or other charge over the property. 31st March 2012

110 PART IX – TAXATION

1. General The following statements: (a) do not constitute tax advice and are intended as a general guide only to the UK tax position under current UK legislation and published HM Revenue & Customs practice as at the date of this document, both of which are subject to change at any time, possibly with retrospective effect; (b) deal only with the position of Qualifying Shareholders who: (i) are resident (and, in the case of individuals only, domiciled) solely in the UK for tax purposes; (ii) hold their Existing Ordinary Shares as an investment; and (iii) are the absolute beneﬁcial owners of the Existing Ordinary Shares and of all dividends of any kind paid in respect of them; (c) may not apply to certain categories of Qualifying Shareholders who are subject to special rules (such as persons acquiring their New Ordinary Shares (or deemed to acquire their New Ordinary Shares) in connection with an employment or ofﬁce, dealers in securities, insurance companies and collective investment schemes). Any Qualifying Shareholder who is in doubt as to their tax position regarding the acquisition, ownership or disposal of their Ordinary Shares, Rights or New Ordinary Shares or are subject to tax in a jurisdiction other than the UK should consult their own independent tax advisers.

2. Taxation of chargeable gains (a) Issue of New Ordinary Shares If, for the purpose of UK taxation of chargeable gains, the issue of the New Ordinary Shares is regarded as a reorganisation of the share capital of the Company, a Qualifying Shareholder should not be treated as making a disposal of all or part of his holding of Existing Ordinary Shares by reason of taking up all or part of his Rights to New Ordinary Shares and no immediate liability to UK taxation on chargeable gains in respect of the New Ordinary Shares should arise if he takes up his entitlement to New Ordinary Shares in full. Instead the Qualifying Shareholder’s New Ordinary Shares will generally be treated as the same asset as, and as having been acquired at the same time as, his holding of Existing Ordinary Shares. The subscription money for the New Ordinary Shares will be added to the base cost of the Qualifying Shareholder’s existing holding when computing any gain or loss on any subsequent disposal. If the reorganisation rules above do not apply, to the extent a Qualifying Shareholder takes up all or part of his entitlement under his Rights to New Ordinary Shares, the New Ordinary Shares will be treated as a separate acquisition and in which case, for the purposes of computing any gain or loss on a future disposal of the New Ordinary Shares, the amount paid by the Qualifying Shareholder for the New Ordinary Shares will be treated as the base cost of those shares.

(b) Disposal or lapse of Rights to acquire New Ordinary Shares If a Qualifying Shareholder: (i) sells or otherwise disposes of all or part of his Rights to subscribe for New Ordinary Shares; or (ii) allows or is deemed to allow all or any part of his Rights to lapse in return for a cash payment the proceeds will be treated as a capital distribution to that Qualifying Shareholder by the Company, he shall be treated as if he had disposed of a part of his holding of Existing Ordinary Shares and he may, depending on his circumstances, incur a liability to taxation on chargeable gains. However, if the proceeds resulting from the disposal or lapse of Rights are ‘‘small’’ (currently interpreted by HM Revenue & Customs as not exceeding the greater of £3,000 or 5 per cent. of the market value (as at the date of disposal or lapse) of the Existing Ordinary Shares in respect of which the Rights arose), the Qualifying Shareholder should not generally be treated as making a disposal for the purposes of UK taxation of chargeable gains provided the proceeds received do not exceed the acquisition cost of his Existing Ordinary Shares. Instead the proceeds will be deducted from the base cost of his holding of the Existing Ordinary Shares for the purposes of computing any chargeable gain or allowable loss on a subsequent disposal.

111 (c) Subsequent disposals of New Ordinary Shares – Individual Qualifying Shareholders A disposal of New Ordinary Shares by an individual Qualifying Shareholder within the charge to UK capital gains tax, may give rise to a chargeable gain for the purposes of the UK capital gains tax, which is chargeable at the rate of 18 per cent. (for basic rate taxpayers) and 28 per cent. (for higher and additional rate tax payers, trustees and personal representatives) for the tax year 2013-2014, subject, however, to the availability of any exemptions, reliefs and/or allowable losses. An individual Qualifying Shareholder who has ceased to be resident for tax purposes in the UK for a period of less than five complete years of assessment and who disposes of all or part of their shares during that period of temporary non-residence may be liable on his return to the UK to UK tax on chargeable gains arising during the period of absence, subject to any available exemption or relief. If the Finance Bill 2013 on the new statutory residence test is enacted in its current form it will revise the Taxation of Chargeable Gains Act 1992 on temporary non-residents. This will change the period for which an individual Qualifying Shareholder ceases to be resident for tax purposes from five complete years of assessment to a period of five years or less.

(d) Subsequent disposals of New Ordinary Shares – Corporate Qualifying Shareholders Where a Qualifying Shareholder is within the charge to UK corporation tax, a disposal of New Ordinary Shares may, depending on the circumstances and subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of corporation tax. Corporation tax is charged on chargeable gains at the rate of corporation tax applicable to that company which (unless the small proﬁts rate or marginal relief applies) is 23 per cent. for the tax year 2013/14. It should be noted for the purposes of calculating any indexation allowance available on a disposal of New Ordinary Shares that generally the expenditure incurred in acquiring the New Ordinary Shares will be treated as incurred only when the Qualifying Shareholder made, or became liable to make, payment and not at the time those shares are otherwise deemed to have been acquired.

3. Stamp duty and SDRT (a) General Subject to the points in the following sections, no stamp duty or SDRT will generally be payable on the issue of Provisional Allotment Letters or split Provisional Allotment Letters (provided they are renounceable within six months of issue) or on the issue of deﬁnitive share certiﬁcates or the crediting of Nil Paid Rights to accounts in CREST.

(b) Dealings in Nil Paid Rights and Fully Paid Rights The purchaser of Rights to New Ordinary Shares represented by Provisional Allotment Letters or split Provisional Allotment Letters (whether nil paid or fully paid but provided its life does not exceed six months) or Nil Paid Rights or Fully Paid Rights held in CREST or before the latest time for registration or renunciation will not generally be liable to pay stamp duty, but the purchaser will normally be liable to pay SDRT at the rate of 0.5 per cent. of the amount or value of the actual consideration paid. Where such a purchase is effected through a stockbroker or other ﬁnancial intermediary, that person will normally account for the liability of SDRT and will indicate that this has been done in any contract note issued to a purchaser. In other cases, the purchaser of the Rights as represented by a Provisional Allotment Letter or a split Provisional Allotment Letter is liable to pay the SDRT and must account for it to HMRC. In the case of transfers of Rights within CREST, any SDRT due should be collected through CREST in accordance with the CREST rules.

(c) New Ordinary Shares registered on the Register An instrument effecting the conveyance or transfer on sale of New Ordinary Shares will usually be subject to ad valorem stamp duty at the rate of 0.5 per cent. (rounded up if necessary to the nearest multiple of £5) of the amount or value of the consideration paid. Stamp duty is normally paid by the purchaser. An exemption from stamp duty will be available on an instrument transferring New Ordinary Shares where the amount or value of the consideration is £1,000 or less, and it is certiﬁed on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000. A charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration paid for the New Ordinary Shares will generally arise in relation to an unconditional agreement to transfer New Ordinary Shares. However, if

112 within six years of the date of the agreement (or, if the agreement was conditional, of the date the agreement became unconditional) an instrument of transfer is executed pursuant to the agreement and stamp duty is duly paid on that instrument, the stamp duty will normally cancel, or give rise to a right to a repayment in respect of, the SDRT liability. Paperless transfers of New Ordinary Shares within CREST are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent of the amount or value of the consideration payable. In the case of transfers in CREST, SDRT will be collected through CREST in accordance with CREST Rules. There will be no stamp duty or SDRT on a transfer of New Ordinary Shares into CREST provided, in the case of SDRT, the transfer is not for money or money’s worth. A charge to stamp duty or SDRT at a higher rate of 1.5 per cent. of the consideration payable, or in some circumstances, the value of the New Ordinary Shares, (rounded up in the case of stamp duty to the nearest £5) is prima facie chargeable on a transfer or issue of New Ordinary Shares to, or to a nominee for, certain persons providing clearance services or to, or to a nominee or agent for, certain persons whose business is, or includes, issuing depository receipts. Clearance service providers may opt, under certain circumstances, for the normal rates of stamp duty and SDRT to apply to an issue or transfer of New Ordinary Shares into, and to transactions within, the service instead of the higher rate applying to an issue or transfer of the New Ordinary Shares into the clearance system and the exemption for dealings in the New Ordinary Shares whilst in the system. Following though the First-tier Tribunal decision in HSBC Holdings PLC and The Bank of New York Mellon Corporation v HMRC [2012] UKFTT 163 (TC) (and the European Court of Justice decision in HSBC Holdings PLC v HMRC (Case C-569/07)), on 27 April 2012 HM Revenue and Customs issued a note stating that it will no longer seek to impose the 1.5 per cent. SDRT charge on issues of UK shares and securities to depositary receipt issuers and clearance services anywhere in the world. HM Revenue and Customs consider though that the 1.5 per cent. SDRT charge will still apply to transfers of shares and securities to depositary receipt issuers or clearance services that are not an integral part of an issue of share capital.

4. Taxation of dividends

(a) Tax withholdings The Company will not be required to withhold UK tax at source when paying a dividend.

(b) Individual Qualifying Shareholders A UK resident individual Qualifying Shareholder who receives a dividend from the Company will be entitled to a tax credit which may be set off against the Qualifying Shareholder’s total income tax liability on the dividend. The value of the tax credit is currently 10 per cent. of the aggregate of the dividend and the tax credit (the ‘‘gross dividend’’), which is also equal to one-ninth of the cash dividend received. Such an individual UK resident Qualifying Shareholder who is liable to income tax at a rate not exceeding the basic rate will be subject to tax on the dividend at the rate of 10 per cent. of the gross dividend, so that the tax credit will satisfy in full such Qualifying Shareholder’s liability to income tax on the dividend. An individual Qualifying Shareholder who is liable to income tax at the higher rate will be taxed at the rate of 32.5 per cent. on the gross dividend. The tax credit will be set against but not fully match the Qualifying Shareholder’s tax liability on the gross dividend and such Qualifying Shareholder will have to account for additional income tax equal to 22.5 per cent. of the gross dividend (which is also equal to 25 per cent. of the cash dividend received) to the extent that the gross dividend when treated as the top slice of the Qualifying Shareholder’s income falls above the threshold for higher rate income tax. An individual Qualifying Shareholder who is liable to income tax at the additional rate will be taxed at the rate of 37.5 per cent. on the gross dividend (for the 2013/14 tax year). After taking account of the tax credit, such Qualifying Shareholders will, accordingly, have to account for UK income tax equal to 27.5 per cent. of the gross dividend (equal to approximately 30.55 per cent. of the cash dividend received) to the extent that the gross dividend when treated as the top slice of the Qualifying Shareholder’s income falls above the threshold for additional rate income tax. A UK resident individual Qualifying Shareholder who is not liable to income tax on the gross dividend will not be entitled to claim repayment from HMRC of any part of the tax credit attaching to dividends. Additionally pension funds and charities will not be entitled to claim repayment from HMRC of any part of the tax credit attaching to dividends

113 (c) Corporate Qualifying Shareholders Qualifying Shareholders within the charge to UK corporation tax which are ‘‘small companies’’ (for the purposes of UK taxation of dividends) will not generally be liable to corporation tax on any dividend received from the Company, provided certain conditions are met. Other Qualifying Shareholders within the charge to UK corporation tax will not be subject to UK tax on dividends received from the Company so long as the dividends fall within an exempt class and certain conditions are met. In general, almost all dividends received by corporate Shareholders will fall within an exempt class. Examples of dividends that fall within exempt classes include dividends paid on shares that are non-redeemable ordinary shares, and dividends paid to a person holding less than 10 per cent. of the issued share capital of the payer (or any class of that share capital in respect of which the distribution is made). The exemptions are not comprehensive and are subject to anti-avoidance rules. If the conditions for exemption are not, or cease to be, satisﬁed, or such a Shareholder elects for an otherwise exempt dividend to be taxable, the Shareholder will be subject to UK corporation tax on dividends received from the Company. Corporation tax is charged on dividends at the rate applicable to that company. Non-UK resident Qualifying Shareholders will not generally be able to claim repayment from HMRC of any part of the tax credit attaching to dividends paid by the Company unless permitted to do so under any double tax treaty between the UK and the Qualifying Shareholder’s country of residence. A Qualifying Shareholder resident outside the UK may also be subject to foreign taxation on dividend income under local law. Such Qualifying Shareholders should consult their own tax advisers concerning their tax liabilities.

114 PART X – ADDITIONAL INFORMATION

1. Responsibility The Company and the Directors, whose names appear in paragraph 6 of this Part X, accept responsibility for the information contained in this document. Having taken all reasonable care to ensure that this is the case, the information contained in this document is, to the best of the knowledge of the Company and the Directors, in accordance with the facts and contains no omission likely to affect its import. For the purposes of Rule 19.2 of the City Code, the Peel Directors (named at paragraph 10 of Part I of this document) accept responsibility for the information in relation to the Peel Group. Having taken all reasonable care to ensure that this is the case, the information contained in this document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

2. Incorporation and Registered Office The Company was incorporated in England and Wales on 27 September 1991 under the Companies Act 1985 as a private company limited by shares with the name Elkindrive Limited and with registered number 02649340. On 10 December 1991, the name of the Company was changed to R. J. Budge (Holdings) Limited and on 25 February 1993 its name was changed to RJB Mining Limited. On 30 April 1993, the Company re-registered as a public company under the Companies Act 1985. On 25 May 2001, the name of the Company was changed to UK Coal plc. On 10 December 2012, the name of the Company was changed to Coalfield Resources Plc. The principal legislation under which the Company operates is the Companies Act and the regulations made thereunder. The Company’s registered office and principal place of business and the business address of the Directors and of the Senior Manager is Harworth Park, Blyth Road, Harworth, Doncaster, South Yorkshire, DN11 8DB. The telephone number of the registered office is +44 (0)1302 755100.

3. Organisational Structure Coalfield Resources holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position, or profits and losses in the following undertaking:

Country of Proportion of Name Incorporation ownership interest Principal activity

Harworth Estates Holding company Property Group for the Harworth Limited England & Wales 24.9% Estates Group

Coalfield Resources acts as the holding company of the Group. Coalfield Resources has the following significant subsidiary undertakings all of which are private limited companies.

Country of Proportion of Name Incorporation ownership interest Principal activity

Provides employer’s liability Harworth Insurance insurance cover to Company Limited1 England & Wales 100% the Mining Group

100% of the share capital is owned by Harworth Harworth Properties Insurance Buying and selling Limited England & Wales Company Limited real estate

1 Mine Holdings has the beneﬁt of a put and call option over the Company’s entire shareholding in HICL.

115 HICL, a subsidiary of Coalﬁeld Resources, or HICL’s subsidiary Harworth Properties Limited, owns the following properties, which as at 19 July 2013 had been independently valued by Smiths Gore at the following values. If the Put and Call Option was exercised, such properties would cease to be owned by the Group. The HICL assets and liabilities are held for resale with a commensurate liability for deferred income representing the consideration received pursuant to the Put and Call Option recognised on the balance sheet, so this would have no impact on the income or net assets of the Group. The Company currently operates as if its only active investment is its shareholding in HEPGL. The exercise of the Put and Call Option would not therefore have a material adverse impact upon the Company or create any additional risks for the Company.

Property Valuation as at 19 July 2013

Oxcroft £407,000

Forge and Monument £138,000

Hoodcroft £1,526,000

Smotherﬂy £261,000

Nadins £392,000

Hathery Lane £516,000

Please see Part VIII of this document for the valuation report on these 6 properties There have been no material changes to the valuation of each of the properties detailed in the Property Valuation Report set out in Part VIII of this document since the date of the valuation, being 19 July 2013.

4. Share Capital 4.1 Issued share capital The share capital of the Company as at the Latest Practicable Date, all of which is issued and fully paid up, is as follows: Nominal Value (£) Number £2,992,981.60 299,298,160 ordinary shares of one pence

The share capital of the Company at the date of Admission, all of which will be issued and fully paid up is expected to be as follows:

Nominal Value (£) Number £5,985,963.20 598,596,320 ordinary shares of one pence

The Ordinary Shares are admitted to listing on the Official List, to trading on the main market of the LSE. The Company does not hold any Shares as treasury shares. 4.2 As at 1 January 2010, being the first day covered by the historical financial information incorporated by reference into this document, 299,298,160 Ordinary Shares were in issue fully paid or credited as fully paid. Since such date and the date of this document, there has been no issue of share capital of the Company fully or partly paid either for cash or other consideration other than as a result of the exercise or vesting of Awards in accordance with the terms of the Coalfield Resources Share Incentive Arrangements and, aside from the Rights Issue and the issue of shares in connection with the Coalfield Resources Share Incentive Arrangements, no such issues are currently under consideration. 4.3 At its annual general meeting on 24 June 2013, Coalfield Resources proposed the following resolutions relating to Coalfield Resources’ share capital, all of which were passed by Coalfield Resources’ shareholders: . To authorise the Directors to allot Ordinary Shares in the Company up to a maximum nominal amount of £997,660 and further to allot Ordinary Shares up to an aggregate nominal

116 amount of £1,995,320 in connection with a pre-emptive offer to existing shareholders by way of a rights issue (with exclusions to deal with overseas shareholders to whom the rights issue cannot be made due to legal and practical problems). This authority expires at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on the date which is 15 months after the date of this resolution); and . To authorise the Directors to allot equity securities in the Company for cash as if the pre-emption rights in the Companies Act did not apply to this allotment in respect of a rights issue or other pre-emptive offer but otherwise limited to the allotment of equity securities for cash up to an aggregate nominal amount of £149,649. This authority expires at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on the date which is 15 months after the date of this resolution). 4.4 The allotment of the New Ordinary Shares will be made by a resolution of the Board or a duly constituted committee of the Board pursuant to the authority to be conferred by the resolutions referred to above passed at the Company’s annual general meeting and Resolutions 1 and 2 set out in the Notice of General Meeting. 4.5 Pursuant to the Rights Issue, 299,298,160 New Ordinary Shares will, subject to Admission, be issued at the Issue Price of 2 pence per New Ordinary Share. Following the issue of the New Ordinary Shares pursuant to the Rights Issue, Qualifying Shareholders who take up their entitlement in full will suffer no dilution in their interests in Coalfield Resources. Qualifying Shareholders who do not take up any of their rights to subscribe for New Ordinary Shares pursuant to the Rights Issue will suffer an immediate dilution of 50 per cent. in their interests in Coalfield Resources. 4.6 There are no convertible securities, exchangeable securities or warrants in relation to the Company currently in issue. 4.7 Rights attaching to the Shares are summarised in paragraph 5 below. In addition, the provisions of Section 561(1) of the Companies Act confers on Shareholders rights of pre-emption in respect of the allotment of equity securities (as defined in Section 560 (1) of the Companies Act) which are, or are to be, paid up in cash and which are not the subject of disapplication approved by the Shareholders in general meetings of the Company. 4.8 Save as disclosed in this document, no commissions, discounts, brokerages or other special terms have been granted in respect of the issue of any share capital of the Company. 4.9 The Ordinary Shares are and the New Ordinary Shares will be ordinary shares in the capital of the Company and in registered form. 4.10 Subject to the provisions of the CREST Regulations in respect of Ordinary Shares traded on the LSE, theDirectorsmay permittheholdingofOrdinary Sharesinuncertificated formandtitletotheOrdinary Shares may be transferred by means of a relevant system (as defined in the CREST Regulations). 4.11 Where the Ordinary Shares are held in certificated form, definitive share certificates will be sent to the registered share owners by first class post (in the UK). Save for the Provisional Allotment Letters, no temporary documents of title have been or will be issued in respect of the Ordinary Shares or the New Ordinary Shares. 4.12 The ISIN for the Ordinary Shares is GB0007190720.

5. Articles of Association The Articles of Association are available for inspection as described in paragraph 20 below, and at the Company’s registered ofﬁce. They are also available on the Company’s website, www.coalﬁeldresources.com. The Companies Act states that, unless a company’s articles provide otherwise, a company’s objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason the Company resolved to remove its objects clause from the memorandum together with all other provisions of its memorandum which, by virtue of the Companies Act, were to be treated as forming part of the Company’s Articles as of 1 October 2009. The following is a summary of the material terms and conditions of the Articles of Association.

117 5.1 Share Capital The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

5.2 Issue of shares Subject to the Companies Act and to the rights attached to any existing shares, new shares may be allotted or issued with or have attached to them such special rights or restrictions as the Company may by ordinary resolution decide or if no resolution is passed, as the Board may decide.

5.3 Redemption of shares Subject to the Companies Act and to the rights attached to any existing shares, shares may be issued on terms that they are to be redeemed or, at the option of the Company or the holder, are liable to be redeemed.

5.4 Dividends Subject to the Companies Act and the Articles, the Company may by ordinary resolution declare a dividend to be paid to the members according to their respective rights and interests, but no dividend may exceed the amount recommended by the Board. Subject to the provisions of the Companies Act, the Board may pay such interim dividends (including a dividend payable at a fixed rate) as appears to it to be justified by the profits of the Company available for distribution. If the share capital is divided into different classes of shares, the Board may pay interim dividends on shares that rank after shares conferring preferred rights with regard to dividend as well as on shares with preferred rights, unless at the time of payment a preferential dividend is in arrears. If the Board acts in good faith, it does not incur any liability to the holders of shares conferring preferred rights for a loss they may suffer by the lawful payment of an interim dividend on shares ranking after those with preferred rights. Except as otherwise provided by the rights attached to shares, a dividend shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is declared and paid, but no amount paid up on a share in advance of a call may be treated for these purposes as paid up on the share. Dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. No dividend or other amount payable by the Company in respect of a share bears interest as against the Company unless otherwise provided by the rights attached to the share. The Board may withhold payment from a person of all or any part of any dividend if those shares represent at least 0.25 per cent. in nominal value of the issued shares of their class and if, in respect of those shares, such person has been served with a restriction notice after failure (whether by such person or by another) to provide the Company with information concerning interests in those shares required to be provided under the Companies Act. The Board may, if authorised by an ordinary resolution of the Company, offer any holder of shares the right to elect to receive shares by way of scrip dividend instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend. Any dividend that has remained unclaimed for 12 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company.

5.5 General Meetings The Company shall hold annual general meetings, which shall be convened by the Board, in accordance with the Companies Act. The Board may convene a general meeting whenever it thinks ﬁt. The Board must convene a general meeting on receipt of a requisition from members in accordance with the Companies Act.

5.6 Voting rights Subject to special terms as to voting on which shares have been issued, at a general meeting every member present in person has on a show of hands one vote and every member present in person or by proxy has on a poll one vote for every Ordinary Share of which he is the holder.

118 No member shall be entitled to vote at any general meeting unless all monies presently payable by him in respect of shares in the Company have been paid.

5.7 Transfer of the shares The instrument of transfer of a certified share may be in any usual form or in any other form which the Board may approve and shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal. The Board may, in its absolute discretion and without giving any reason, refuse to register the transfer of a share that is not fully paid provided that such refusal does not prevent dealings in the shares from taking place on an open and proper basis. The Board may refuse to register the transfer of a certified share unless the instrument of transfer: . is in respect of a share which is fully paid; . is in respect of only one class of shares; . is in favour of not more than four transferees; . is duly stamped (if required); and . is delivered for registration to the registered office or such other place as the Board may decide accompanied by the certificate for the share to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor. If the Board refuses to register the transfer it shall send to the transferee notice of the refusal within two months after the date on which the instrument of transfer was lodged with the Company. No fee may be charged by the Company for registering the transfer or other document relating to or affecting the title to a share.

5.8 Distribution of assets on a winding-up On a voluntary winding up of the Company a liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds. For this purpose the liquidator may set thevalue he deems fairon aclassor classes ofproperty, and may determineon thebasis of that valuation and in accordance with the then existing rights of members how the division is to be carried out between members ofor classes of members. The liquidator may not, however, distributeto amember without his consent an asset to which there is attached a liability or potential liability for the owner.

5.9 Restrictions on rights Where notice is served by the Company on a member or another person appearing to be interested in shares held by that member and the member or other person has failed in relation to any shares to give the Company the information required under the Companies Act within the prescribed period after the service of the notice or has made a statement which is false or inaccurate in a material particular the Board may in its discretion by notice to such member direct that the member is not entitled in respect of the shares in default to be present or to vote (either in person or in proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll.

5.10 Variation of rights Subject to the Companies Act and the terms of any particular allotment of shares, the rights attached to a class of shares may be varied whether or not the Company is being wound up (a) with the consent in writing of the holders of at least three-fourths of the nominal amount of the issued shares of that class or (b) with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with the Articles, but not otherwise.

5.11 Directors of the Company Appointment of Directors Unless and until otherwise decided by the Company by ordinary resolution, the number of Directors is not subject to a maximum but must not be less than two. Directors may be appointed by ordinary resolution of shareholders or by the Board. A Director appointed by the Board holds

119 ofﬁce only until the next following annual general meeting and if not re-appointed at such annual general meeting shall vacate ofﬁce at its conclusion.

No share qualiﬁcation A Director need not be a member.

Retirement of Directors by rotation At every annual general meeting one-third of the Directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from ofﬁce. The Directors to retire by rotation shall be those who have been longest in ofﬁce since their last appointment or re-appointment or in the case of those who were appointed or re-appointed on the same day, will be (unless they otherwise agree) determined by lot. A retiring Director shall be eligible for re-election.

Remuneration of Directors The ordinary remuneration of the directors who do not hold executive office for their services shall not exceed in aggregate £500,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each director shall be paid a fee for their services at the rate determined from time to time by the board. A Director is entitled to be repaid all travelling, hotel and other expenses properly incurred by him in the performance of his duties as director, including expenses incurred in attending meetings of the Board or of committees of the Board or general meetings or separate meetings of the holders of a class of shares or debentures. The Board may provide benefits (through the payment of pensions, by insurance or otherwise) for any past or present director or employee and for family members and dependants. A Director or former Director is entitled to receive and retain for his own benefit a pension or other benefit and is not obliged to account for it to the Company.

Permitted interests of Directors Subject to the provisions of the Companies Act, and provided that he has disclosed to the Board the nature and extent of his interest (unless the circumstances referred to in section 177(5) or section 177(6) of the Companies Act apply, in which case no such disclosure is required), a Director notwithstanding his office: . may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; . may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; . may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise (directly or indirectly) interested; and . shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate.

Restrictions on voting A Director may not vote on, or be counted in the quorum in relation to, a resolution of the Board or of a committee of the Board concerning a contract, arrangement, transaction or proposal to which the Company is or is to be a party and in which he is, to his knowledge, materially interested directly or indirectly (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Company), which can reasonably be regarded as likely to give rise to a conﬂict with the interests of the Company, unless his interest arises only because the resolution concerns any of the following matters:

120 . the giving to him of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of, or for the benefit of, the Company or any of its subsidiary undertakings; . the giving to a third party of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; . a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate; . a contract, arrangement, transaction or proposal to which the Company is or is to be a party concerning another company (including a subsidiary of the Company) in which he or any person connected with him is interested (directly or indirectly) and whether as an officer or shareholder, creditor or otherwise, if he and any persons connected with him do not to his knowledge hold an interest (as that term is used in the relevant sections of the Companies Act) representing 1 per cent. or more of either any class of the equity share capital of such body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be a material interest in all circumstances); . a contract, arrangement, transaction or proposal for the benefit of employees of the Company (or of any of its subsidiary undertakings) that does not award him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and . a contract, arrangement, transaction or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any Directors or for persons who include Directors. The Company may by ordinary resolution suspend or relax any provision of the Articles prohibiting a director from voting at a meeting of the Board. In accordance with the Companies Act, the Board may authorise any matter which would, if not so authorised involve a breach of duty by a director including a matter relating to a situation in which a director has an interest which conflicts, or possibly may conflict, with the interests of the Company. Such authorisation will only be effective if the director in question does not form part of the quorum for the relevant meeting and the matter is agreed to without their voting.

Borrowing powers The Board may exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital, and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. The Board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure that, save with the previous sanction of an ordinary resolution of the Company, no money shall be borrowed if the principal amount outstanding of all moneys borrowed (as deﬁned in the Articles) by the Company and its subsidiaries (if any), excluding amounts borrowed from the Company or any of its wholly owned subsidiaries, then exceeds, or would as a result of such borrowing or negligence, default, breach of duty or breach of trust in relation to the affairs of the Company exceed, an amount equal to three times the adjusted total of capital and reserves (as deﬁned in the Articles).

Indemnity of officers Subject to the Companies Act but without prejudice to any indemnity to which a Director may otherwise be entitled, every director or officer (other than an auditor) of the Company shall be indemnified out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

121 5.12 Other Provisions Lien and forfeiture The Company has a first and paramount lien on every share (other than a fully-paid share) registered in the name of a member (whether solely or jointly with another person) for an amount payable in respect of the shares, whether the due date for payment has arrived or not. For the purpose of enforcing the lien, the Board may sell shares subject to the lien in such manner as it may decide if the due date for payment of the relevant amounts has arrived and payment is not made within 14 clear days after the service of a notice in writing (stating, and demanding payment of, the amounts and giving notice of the intention to sell in default of payment) on the member concerned (or to a person entitled by transmission to the shares). Subject to the terms of any allotment of shares, the Board may make calls on members in respect of amounts unpaid on their shares. Each member shall (on receiving at least 14 clear days’ notice) pay to the Company the amount called as required by the notice. If a member fails to pay the whole of a call or an instalment of a call on or before the date fixed for payment interest shall be payable thereon at the rate fixed by the terms of the allotment or in the notice of the call or at the rate determined by the Board not exceeding 20 per cent. per annum.

Mandatory takeover bids, squeeze-out and sell-out rules Other than as provided by the City Code and the Companies Act there are no rules or provisions relating to mandatory bids and/or squeeze-out and/or sell-out rules in relation to the Shares.

6. Directors, Senior Manager and Corporate Governance The Directors of the Company as at the date of this document and their respective roles are set out below:

Name Position Jonson Cox Chairman Peter Hickson Independent Non-Executive Director Steven Underwood Non-Executive Director Lisa Clement Independent Non-Executive Director Jeremy Hague Finance Director

The management expertise and experience of each of the Directors is set out below:

Jonson Cox (Chairman) Jonson Cox was appointed as Chairman with effect from 15 November 2010. He was formerly Group Chief Executive of Anglian Water Group from January 2004 until March 2010. For the same period he was Chairman of Anglian Water Services Limited and Morrison plc. He is a non-executive director of Wincanton plc. In November 2012 he was appointed as non-executive chairman of the Water Services Regulation Authority.

Peter Hickson (Independent Non-Executive Director) Peter was appointed as a Non-Executive Director, Senior Independent Director and Chairman of the remuneration committee with effect from 1 July 2011. He is currently Chairman of Communisis plc and Chairman of Chemring Group plc. He was Chairman of Anglian Water Group from 2003 to 2009, and served as Finance Director of Powergen plc between 1996 and 2002. He was a Non-Executive Director of Kazakhmys plc from 2009 to 2011, Scottish Power plc from 2006 to 2007, Marconi Corporation plc from 2004 to 2007 and RAC plc from 1994 to 2002. He was also Senior Independent Director of London & Continental Railways Ltd between 2007 and 2011. He is a trustee and board member of Orbis Charitable Trust, the international sight saving charity, and a Fellow of the Institute of Chartered Accountants.

Steven Underwood (Non-Executive Director) Steven Underwood is Chief Executive of the Peel Group of companies, and was appointed to the Board as a non-executive director with effect from 1 August 2010. He is also currently a non-executive director of Pinewood Shepperton PLC, and an alternate director of Intu plc (formerly Capital Shopping Centres Group plc).

122 Lisa Clement (Independent Non-Executive Director) Lisa, a Chartered Accountant, was appointed as a Non-Executive Director and chair of the audit committee with effect from 15 December 2011. She was formerly Chief Financial Officer of Sea Containers Limited, Managing Director of Capita Learning and Development and has held senior divisional roles at Cendant Inc and BPP Holdings Plc. Jeremy Hague (Finance Director) Jeremy was appointed as the Finance Director of the Company with effect from 3 January 2013 following the decision of David Brocksom to step down from that position after completion of the restructuring in December 2012. Jeremy joined the finance function of RJB Mining plc, a predecessor of UK Coal and Coalfield Resources, in May 1994 and has served in various capacities, most recently as the Finance Director of the Harworth Estates Group, a role which it is expected he will return to and combine with his current role in the near future. Jeremy is a Chartered Management Accountant. 6.1 Senior Manager In addition to the Executive Directors, Coalfield Resources’ senior management consists of the following Senior Manager who is responsible for the office indicated below:

Name Position Theresa Casey General Counsel and Company Secretary

The management expertise and experience of the Senior Manager is set out below: Theresa Casey joined Coalfield Resources on 1 July 2013 having previously held the position as Head of Legal and Company Secretary at Brown Shipley & Co Limited. She has previously worked with Redcats UK Plc, GUS plc and the Co-operative Bank plc. She is qualified as a solicitor. 6.2 Summary of Remuneration and Benefits for Directors The aggregate emoluments of the directors for the year ended 29 December 2012 are set out below: Directors’ Emoluments for the Year Ended December 2012 Benefits in Compensation Salary/fees4 Allowances Annual bonus kind2 payment Total 2012 £000 £000 £000 £000 £000 £000 Chairman Jonson Cox1 611 20 – 8 – 639 Executive Director Jeremy Hague5 100 8 41 4 – 153 Non-Executive Directors Peter Hickson 65 – – – – 65 Lisa Clement 46 – – – – 46 Steven Underwood3 40––––40

1 Jonson Cox receives a car allowance of £20,000 per annum which is included in allowances above. 2 Benefits in kind comprise car benefits, life assurance and health insurance. 3 Fees payable for the services provided by Steven Underwood are paid to Peel Management Limited. 4 Salary and fees includes the amounts paid in respect of pension contributions. 5 Not a director during the financial year ending 29 December 2012. 6.3 Directors Pension Contributions The Chairman and Executive Director named below are entitled to receive an annual pension contribution at the rate of between 20 and 30% of base salary. Pension contributions of the Chairman and Executive Director during 2012 were as follows: Pension Contributions 2012 £000 Jonson Cox1 141 Jeremy Hague2 10

1 This was paid as an allowance. 2 Jeremy Hague was appointed an Executive Director with effect from 3 January 2013 and contributions reﬂect the rate payable in the year to 29 December 2012.

123 The Group has not set aside or accrued any amounts to provide pension, retirement or similar beneﬁts to any Director or Senior Manager.

6.4 Senior Manager Theresa Casey joined Coalfield Resources on 1 July 2013, so was not employed by Coalfield Resources during the last financial year.

6.5 Directors’ Terms and Conditions 6.5.1 Executive Director and Chairman Details of the service agreements in place between the Company and its Executive Director and its Chairman are set out below. Unexpired term (as at Contract date December 2012) Notice period Chairman Jonson Cox 15.11.10 Rolling 1 year 1 year Executive Director Jeremy Hague 02.01.13 N/A 6 months

Jonson Cox is currently employed as Executive Chairman of the Company. His employment is currently governed by the terms of a service agreement with the Company dated 15 November 2010. The notice period required to terminate his employment is 12 months’ written notice by the Company or 6 months written notice by Jonson Cox. If the Executive is unable to perform his duties by reason of ill health, accident, or other incapacity for a period or periods totalling 52 weeks in any period of 78 consecutive weeks the Company may terminate the contract with 26 weeks’ notice in writing or by making payment in lieu of notice. In addition to basic salary, he is also entitled to benefits, which include a discretionary bonus. Jonson Cox is also entitled to a Company car or a car allowance during the period of employment. Throughout the term of employment Jonson Cox is also entitled to participate in the Company pension scheme, participation in which entitles Jonson Cox to 30% of salary contributed into the scheme by the Company. This contribution is taken as an allowance. During employment Jonson Cox, his wife and any dependent children are entitled to subscribe to the Company’s private medical insurance. The Company will also pay for the benefit of subscription to Jonson Cox’s permanent life assurance and as such Jonson Cox will be entitled to a life assurance benefit of four times annual salary. The Company will also pay for Jonson Cox to become a member of the Company’s permanent health insurance scheme. Jonson Cox is subject to non-compete and non-solicitation restrictions for 6 months following the termination of his employment. Jeremy Hague is currently employed as Finance Director of the Company. His employment is currently governed by the terms of a service agreement with the Company dated 2 January 2013. The notice period required to terminate his employment is 6 months’ written notice by the Company or 6 months’ written notice by Jeremy Hague, and the Company, at their discretion, may enforce a period of garden leave during this period. If the Executive is unable to perform his duties by reason of ill health, accident, or other incapacity for a period or periods totalling 52 weeks in any period of 78 consecutive weeks the Company may terminate the Contract with the minimum statutory notice in writing and by making payment in lieu of notice. In addition to basic salary, he is also entitled to benefits, which include a discretionary bonus of up to 50% of salary. Jeremy Hague is also entitled to a car allowance of £10,000 per annum. Throughout the term of employment Jeremy Hague is entitled to participate in the Company pension scheme, participation in which entitles him to 20% of salary contributed into the scheme by the Company. During employment Jeremy Hague, his wife and any dependent children are entitled to subscribe to the Company’s private medical insurance. The Company will also pay for the benefit of subscription to Jeremy Hague’s permanent life assurance and as such he will be entitled to a life assurance benefit of four times annual salary. The Company will also pay for Jeremy Hague to become a member of the Company’s permanent health insurance scheme. The Company will reimburse Jeremy Hague for all properly and reasonably incurred expenses during the term of employment. Jeremy Hague is subject to non-compete and non-solicitation restrictions for 6 months following the termination of his employment.

124 Neither of the above contracts have been entered into or amended within 6 months of the date of this document. On 9 July 2013 as part of the Mining Group July 2013 Restructuring, HEPGL agreed to indemnify the Company in respect of the costs related to the employment of Coalﬁeld Resources’ executive team (subject to certain agreed limits). Further details of this arrangement are contained in paragraph 12.4 (g) of this Part X.

6.5.2 Non-Executive Directors Lisa Clement, Peter Hickson and Steven Underwood have been appointed as Non-Executive Directors of the Company, with Lisa Clement acting as Chair of the Audit Committee and member of the Nomination and Remuneration Committees. Peter Hickson is a member of the Nomination Committee and the Remuneration Committee, and Steven Underwood is a member of the Audit Committee. Summaries of their letters of appointment are set out below, including the roles of the Non-Executive Directors.

Non-Executive Directors Unexpired term (as at Contract date December 2012) Notice period Peter Hickson 30.06.11 1 year 6 months 6 months Lisa Clement 29.11.11 1 year 11 months 3 months Steven Underwood 27.7.10 7 months 3 months

(a) Lisa Clement is contracted with the Company under a contract of services effective as of 15 December 2011 for an initial term of three years. Lisa’s contract may be terminated by the Company or Lisa Clement upon three months written notice to either side. In addition to her role as non-executive director, Lisa Clement will also act as Chair of the Audit Committee and member of the Nomination and Remuneration Committee. The continuing employment of Lisa Clement under her contract is dependent upon satisfactory performance and re-election at AGMs. Under her contract Lisa Clement is paid an annual services fee and in addition a fee for acting as Chair of the Audit Committee. The Company will reimburse Lisa Clement for all reasonable and properly incurred expenses incurred performing duties under her contract and provides directors’ and officers’ liability insurance during the term of the contract. Lisa Clement is subject to a confidentiality clause within the contract restricting her from disclosing confidential information to third parties either during her term of appointment or following termination. (b) Peter Hickson was appointed as Non-Executive Director of the Company with effect from 1 July 2011 and Senior Independent Director on the earlier of Peter Hazell’s retirement from the Board or 31 December 2011. Appointment to the Company is for an initial term of three years and the appointment may be terminated by either party upon six months written notice. Continuing employment of Peter Hickson is dependent upon satisfactory performance and re-election at AGMs. Peter Hickson will be paid an annual fee. The Company will also reimburse Peter Hickson for all reasonable and properly incurred expenses incurred performing duties under the contract including use of a driver for meetings outside of London. The Company also provides directors’ and officers’ liability insurance during the term of his contract. Peter Hickson is subject to a confidentiality clause restricting him from disclosing confidential information to third parties either during his term of appointment or following termination. (c) Steven Underwood was appointed as Non-Executive Director of the Company with effect from 1 August 2010 . and was reappointed by shareholders at the Annual General Meeting on 9 June 2011. Appointment to the Company is for an initial term of three years and the appointment may be terminated by either party upon three months written notice to either side. Continuing employment of Steven Underwood is dependent upon satisfactory performance, re-election at AGMs and upon Peel Holdings Group complying with undertakings given to the Company (as summarised at paragraph 6.7.3 of Part X of this document). The letter of appointment states that Steven Underwood will not be entitled to any remuneration, his fees for his services being paid to Peel Management Limited. The Company will reimburse Steven Underwood for all reasonable and properly incurred

125 expenses incurred performing duties under his contract. The Company also provides directors’ and officers’ liability insurance during the term of the contract. Steven Underwood is subject to a confidentiality clause restricting him from disclosing confidential information to third parties either during his term of appointment or following termination. None of the above contracts have been entered into or amended within 6 months of the date of this document. Save as set out above, no proposal exists in connection with the Rights Issue that any payment or other benefit be made or given to any Coalfield Resources director as compensation for loss of office or as consideration for, or in connection with, his retirement from office.

6.6 Directors’ indemnity The Company has entered into qualifying third party indemnity arrangements for the beneﬁt of all its directors in a form and scope which comply with the requirements of the Companies Act.

6.7 Confirmations and conflicts of interest 6.7.1 Confirmations The Directors: (a) have no convictions relating to fraudulent offences within the last five years; (b) have not within the previous five years been a director or a member of the administrative, management or supervisory bodies or a member of senior management of any company at the time of any bankruptcy, receivership or liquidation; and (c) have not within the previous five years received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) and have not been disqualified by a court from acting as a director or a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company.

6.7.2. Conflicts of interest Other than Steven Underwood, none of the Directors or the Senior Manager has any potential conflicts of interests between their duties to Coalfield Resources and their private interests or other duties to third parties. Steven Underwood is a director of certain companies in the Peel Group. Goodweather Holdings is a member of the Peel Group and is the Company’s largest shareholder. Peel has agreed to underwrite (or procure the underwriting of) the Rights Issue pursuant to the Underwriting Agreement. In practice, the Company manages such conflicts by ensuring that conflicts or potential conflicts are considered and declared at each board meeting, and it will be determined having regard to the facts whether any conflicted director can participate in the matters under discussion. The relationship between the Company and the Peel Group will be regulated going forwards by the Relationship Agreement.

6.7.3 Director appointment arrangements Save for the arrangement disclosed below in relation to the Peel Representative (as defined below), none of the directors were appointed either as a member of the administrative, management or supervisorybodies oftheCompany,orasamemberofsenior management oftheCompany,pursuant to an arrangement or understanding with major shareholders, customers, suppliers or others. In October 2007, Coalfield Resources approved the appointment of Owen Michaelson (a representative of Peel) as a director of Coalfield Resources on the basis of a confirmation from Peel thatitsshareholdingisheldforinvestmentpurposes onlyandthatithadnointentiontomakeatakeover offer for Coalfield Resources, and on the basis that Peel provided undertakings in a letter dated 30 August 2007 pursuant to which it: (a) undertook to remain bound by the stated intention not to make a takeover offer for Coalfield Resources during the period that Owen Michaelson or any other representative of Peel (‘‘the Peel Representative’’) is a director of Coalfield Resources, and for a further period of six months in the event that the Peel Representative resigns, is removed or otherwise ceases to be a director of Coalfield Resources (in each case where no replacement Peel Representative is appointed as a director of Coalfield Resources);

126 (b) undertook to make a further announcement confirming that it will remain bound by its stated intention not to make a takeover offer for Coalfield Resources for a further period of six months following such if the Peel Representative resigns, is removed or otherwise ceases to be a director of Coalfield Resources (in each case where no replacement Peel Representative is appointed as a director of Coalfield Resources); and (c) reserved its right to set aside the above undertakings and to make or participate in an offer for Coalfield Resources if any of the following events occurs: (i) Coalfield Resources announces that it is in discussions which may or may not lead to an offer for Coalfield Resources, or formally invites an offer for Coalfield Resources; (ii) if any announcement is made by or on behalf of a third party relating to the making of an offer or a possible offer (whether full or partial) for Coalfield Resources; (iii) the agreement or recommendation of the board of Coalfield Resources for any offer (whether full or partial) is forthcoming; or (iv) upon the announcement by or on behalf of Coalfield Resources of a ‘whitewash’ proposal (for the purposes of Note 1 on the dispensation from Rule 9 of the City Code). Pursuant to a letter dated 23 July 2010 upon Steven Underwood replacing Owen Michaleson as the Peel Representative, it was confirmed that the above undertakings would continue to apply. In connection with the proposed Rights Issue, the Company entered into the Relationship Agreement with Peel which will ensure that following Admission, the Company is capable of carrying on its business independently of the Peel Group. The director appointment arrangements summarised above will be superseded by the terms of the Relationship Agreement when this becomes effective upon Admission.

6.8 Corporate Governance Committees The Group’s governance structure ensures that all decisions are made by the most appropriate people, in such a way that the decision making process itself does not unnecessarily delay progress. The Board delegated speciﬁc responsibilities to the Nomination, Remuneration and Audit Committees, as described below. Each committee has terms of reference that the whole Board has approved. Following the Restructuring the terms of reference have been reviewed in line with the revised circumstances of the Group. The current terms of reference for the Nomination, Remuneration and Audit Committees can be found on the Company’s website and are summarised below. Board and committee papers are circulated in advance of each meeting so that all directors are fully briefed. Papers are supplemented by reports and presentations to ensure that Board members are supplied in a timely manner with the information they need. The Company complies with the Corporate Governance Code, save as disclosed in the Corporate Governance Report, forming part of the Group’s Annual Report and Accounts 2012.

Nomination Committee The Nomination Committee leads the process for Board appointments by making recommendations to the Board about ﬁlling Board vacancies and appointing additional persons to the Board. The Committee also considers and makes recommendations to the Board on its composition, balance and membership and on the re-appointment by shareholders of any director under the retirement by rotation provisions in the Company’s Articles of Association. The Committee’s members are the independent non-executive directors (currently Peter Hickson and Lisa Clement) and the Chairman. Although the Chairman is also Chairman of the Committee, he will not chair the Committee when it deals with the appointment of a successor to the chairmanship. The Nomination Committee evaluates the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepares a description of the roles and capabilities required for a particular appointment. The Nomination Committee considers succession planning for appointments to the Board and to senior management positions so as to maintain an appropriate balance of skills and experience both on the Board and in the Company.

127 Remuneration Committee The members of the Remuneration Committee are Peter Hickson (Chairman) and Lisa Clement. The terms of reference of the Remuneration Committee provide for it to determine and agree with the Board a policy for the remuneration of Coalﬁeld Resources Executive Directors and key managers. The remuneration of Non-executive Directors is a matter for the Chairman and the Executive Directors. No Director or manager may be involved in any decisions as to his own remuneration.

Audit Committee and Auditors Lisa Clement chairs the Audit Committee. Steven Underwood, a non-independent director, is a member of the Audit Committee. Other individuals such as the Chairman of the Board, the Finance Director and other directors may be invited to attend Committee Meetings as and when appropriate and necessary. The terms of reference of the Audit Committee include consideration of matters relating to the appointment of Coalfield Resources’ auditors and the independence of the auditors, reviewing the integrity of Coalfield Resources’ annual and interim reports, preliminary results announcements and any other formal announcements relating to its financial performance. The Committee also reviews the effectiveness of Coalfield Resources’ system of internal control and compliance procedures.

7. Employees The table below sets out the average number of people employed by the Group during each relevant period for each of the last three ﬁnancial years up to the date of issue of this document, together with a breakdown of persons employed by main category of activity. Average number of Activity employees

Financial year ended 25 December 2010 Deep Mining 2,247

Surface Mining 538

Property 19

Other 73

Financial year ended 31 December 2011 Deep Mining 2,026

Surface Mining 517

Property 26

Other 36

Financial year ended 29 December 2012 Deep Mining 1,946

Surface Mining 455

Property 34

Other 32

The average number of employees in the Group and the Company in 2013 is expected to be 4 (excluding non-executive directors).

128 8. Coalﬁeld Resources Share Incentive Arrangements (a) UK Coal 2010 Long Term Incentive Plan The principal terms of the LTIP are as follows:

(i) Administration The LTIP is governed by its rules and is administered by the Committee.

(ii) Eligibility Any employee (including an executive director) of the Company and its subsidiaries will be eligible to participate in the LTIP at the discretion of the Committee.

(iii) Grant of awards The Committee may grant awards to acquire Ordinary Shares within six weeks following the Company’s announcement of its results for any period. The Committee may also grant awards at any other time when the Committee considers there are exceptional circumstances which justify the granting of awards. The Committee may grant awards as conditional awards or as nil (or nominal) cost options with a maximum ten-year life (running from grant). A conditional share award is a right to receive free Ordinary Shares once the award vests. The transfer of Ordinary Shares to the participant following vesting, is automatic and no action is required by the participant. However, an option must be exercised by a participant before the Ordinary Shares are transferred to him and once the option has vested, the participant may choose when to exercise the option and to acquire the Ordinary Shares. The Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy share-based awards in cash. An award may not be granted more than ten years after shareholder approval of the LTIP. No payment is required for the grant of an award. Awards are not transferable, except on death. Awards are not pensionable.

(iv) Individual limit An employee may not receive awards in any ﬁnancial year over Ordinary Shares having a market value in excess of 100% of his annual base salary in that ﬁnancial year.

(v) Performance conditions The vesting of awards will be subject to performance conditions set by the Committee. The awards granted to date pursuant to the LTIP have been granted subject to a TSR target. For the awards to vest the Company’s TSR must be ranked at the median of the comparator group (which is the FTSE All Share Index excluding financial and investment trusts). Twenty five per cent. of the award will vest if TSR is ranked at the median of the comparator group rising on a straight line vesting basis to full vesting if the Company’s TSR is ranked at or above the upper quartile. In addition the Company’s absolute TSR has to be positive over the three year performance period and the Committee must be satisfied that there has been an underlying improvement in the Company’s financial performance.

(vi) Varying existing performance conditions The Committee may vary the performance conditions applying to existing awards, without prior shareholder approval, if an event has occurred which causes the Committee to consider that it would be appropriate to amend the performance conditions, provided the Committee considers the varied conditions are fair and reasonable and not materially less challenging than the original conditions would have been but for the event in question.

(vii) Vesting/exercise of awards Awards will normally vest or become capable of exercise (as the case may be) three years after grant to the extent that the applicable performance conditions (see above) have been satisﬁed and provided the participant is still employed in the Group.

129 Awards will not vest or become capable of exercise at any time unless such vesting or exercise would be lawful and would not be in breach of the Listing Rules and suitable arrangements have been made by the participant to satisfy any income tax and national insurance contributions liability that may arise in respect of such vesting or exercise.

(viii) Leaving employment As a general rule, an award will lapse upon a participant ceasing to hold employment or be a director within the Group. However, if a participant ceases to be an employee or a director because of his death, injury, disability, retirement, redundancy, his employing company or the business for which he works being sold out of the Company’s group or in other circumstances at the discretion of the Committee, then his award will normally vest on the date when it would have vested if he had not ceased such employment or office (normal vesting date), subject to: (i) the extent to which the performance conditions measured at that normal vesting date are satisfied; and (ii) pro-rating of the award to reflect the reduced period of time between its grant and the time of cessation (although the Committee can decide not to pro-rate an award for time if it regards it as inappropriate to do so in the particular circumstances). Alternatively, if a participant ceases to be an employee or director in the Group for one of the ‘‘good leaver’’ reasons specified above, the Committee can decide that his award will vest when he leaves subject to (i) the extent to which the performance conditions have been satisfied by reference to the date of cessation; and (ii) the pro-rating of the award to reflect the reduced period of time between its grant and vesting, although the Committee can decide not to pro-rate an award for time if it regards it as inappropriate to do so in the particular circumstances.

(ix) Corporate events In the event of a takeover, a scheme of arrangement or winding up of the Company all awards will vest early subject to: (i) the extent that the performance conditions have been satisﬁed at that time; and (ii) the pro rating of the awards to reﬂect the reduced period of time between their grant and vesting, although the Committee can decide not to pro-rate an award for time if it regards it as inappropriate to do so in the particular circumstances. In the event of an internal corporate reorganisation the Committee may determine that awards will not vest early but will be replaced by equivalent new awards over shares in a new holding company. If a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may decide that awards will vest early subject to the satisfaction of the performance conditions at such time and pro-rating of the awards on the same basis as would apply in the case of a takeover as described above.

(x) Participants’ rights Awards will not confer any shareholder rights until the awards have vested (in the case of conditional awards) or have been exercised (in the case of options) and the participants have received their Ordinary Shares.

(xi) Dividend equivalents The Committee may decide on or before the grant of an award that participants will receive a payment (in cash and/or Ordinary Shares) when the vested Ordinary Shares are issued or transferred to the participant, of an amount equivalent to the dividends that would have been paid on those Ordinary Shares between the time when the awards were granted and the time when the vested Ordinary Shares are issued or transferred to the participant. The calculation of this dividend ‘‘equivalent’’ may assume the re-investment of dividends.

(xii) Rights attaching to Ordinary Shares Any Ordinary Shares allotted or transferred pursuant to an award will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their allotment or transfer).

130 (xiii) Variation of capital In the event of any variation of the Company’s share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Ordinary Shares, the Committee may make such adjustment as it considers appropriate to the number of Ordinary Shares subject to an award and/or the exercise price payable (if any).

(xiv) Overall Plan limits The LTIP may operate using new issue Ordinary Shares, treasury shares or Ordinary Shares purchased in the market. An award may not be granted pursuant to the LTIP at any time if such grant would cause the number of Ordinary Shares issued or issuable pursuant to awards granted in the previous 10 calendar years pursuant to the LTIP or any other executive share plan adopted by the Company to exceed 5 per cent of the issued ordinary share capital of the Company at the time of the proposed grant of the award. An award may not be granted pursuant to the LTIP at any time if such grant would cause the number of Ordinary Shares issued or issuable pursuant to awards granted in the previous 10 calendar years pursuant to the LTIP or any other employee share plan adopted by the Company to exceed 10 per cent. of the issued ordinary share capital of the Company at the time of the proposed grant of the award. Treasury Shares will count as new issue Ordinary Shares for the purposes of these limits unless institutional investors decide that they need not count.

(xv) Alterations to the LTIP The Committee may, at any time, amend the LTIP in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Ordinary Shares or the transfer of treasury Shares, the basis for determining a participant’s entitlement to, and the terms of, the Ordinary Shares or cash to be acquired under the LTIP and the adjustment of awards. The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to beneﬁt the administration of the LTIP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group. Any alteration to the disadvantage of a participant may not be made without the consent of the majority of participants.

(b) Share Award Agreement dated 4 February 2011 (i) Award The Company has granted an award to Jonson Cox to acquire 2,800,000 Ordinary Shares pursuant to the terms of the Share Award Agreement. The award has been structured as a conditional right to acquire Ordinary Shares. Upon the vesting of the award those Ordinary Shares which the award has vested over will, therefore, be automatically delivered to Jonson Cox. No payment was required on the grant of the award and no payment will be required by Jonson Cox on the vesting of the award unless the Share Award Agreement is amended to allow the award to be satisﬁed using newly issued Ordinary Shares (see paragraph (ii) below), in which case Jonson Cox will be required to pay the nominal value of the Ordinary Shares delivered to him pursuant to his award. The award is personal to Jonson Cox and may not be transferred (other than on his death when it may be transferred to his personal representatives).

131 (ii) Methods of Satisfying the Award The award may currently only be satisﬁed by the transfer of Ordinary Shares. The Company does however have Shareholder approval to amend the Share Award Agreement to allow the Company to use newly issued Ordinary Shares to satisfy the award.

(iii) Performance Conditions Prior to the Restructuring the Committee determined that the performance conditions relating to the award were no longer appropriate and therefore determined that the new performance condition should be the successful completion of the Restructuring. The Committee determined that the successful completion of the Restructuring of the Group took place in December 2012 and that the performance condition had been achieved. Upon vesting of the award it will therefore vest in full. The Committee may vary the performance condition applying to the award, without prior shareholder approval, if an event has occurred which causes the Committee to consider that it would be appropriate to amend the performance condition, provided the Committee considers the varied condition is fair and reasonable and not materially less challenging than the original condition would have been but for the event in question.

(iv) Vesting of Award The award will normally vest on the later of the date on which the Committee determines whether or not the performance condition has been satisﬁed and 15 November 2013. The award will not vest at any time that such vesting would be unlawful or in breach of the Listing Rules. Nor will the award vest if Jonson Cox has not made suitable arrangements to satisfy any income tax and national insurance liability which arises on the vesting of the award.

(v) Dividend Equivalents Jonson Cox will be entitled to receive additional Ordinary Shares on the vesting of the award to reﬂect the value of any dividends that would have been paid on these Ordinary Shares which vest under the award between the 15 November 2010 and the date of vesting of the award. The basis for calculating the number of additional Ordinary Shares Jonson Cox will receive will be determined by the Committee and may assume the re-investment of dividends.

(vi) Retention of Shares Following the vesting of the award Jonson Cox is required to hold not less than 50% of the net of tax value of the Ordinary Shares which have vested until a holding of 100% of salary is attained. Jonson Cox must retain such shareholding for the duration of his employment with the Group

(vii) Leaving Employment Normally, if Jonson Cox ceases to hold employment or be a director within the Group the award will lapse. However, if he ceases to be an employee or director because of death, retirement, injury or disability, redundancy or for any other reason at the discretion of the Committee, then he may retain his award until the normal vesting date. Vesting of the award will remain subject to the satisfaction of the performance condition but the number of Shares Jonson Cox will be entitled to on vesting will be pro-rated to reﬂect the reduced period of time between 15 November 2010 and the time of cessation (although the Committee can decide not to pro-rate the award if it regards it as inappropriate to do so in the particular circumstances).

(viii) Corporate Events In the event of a takeover, a scheme of arrangement or winding up of the Company (not being an internal corporate reorganisation) the award will vest early subject to the extent the performance conditions have been satisﬁed at that time. In the event of an internal corporate reorganisation the Committee may determine that the award will not vest early but will be replaced by an equivalent new award over shares in a new holding company.

132 If a demerger, special dividend or other similar event is proposed, which in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may decide that the award will vest early subject to the satisfaction of the performance condition at such time.

(ix) Participants’ rights The award will not confer any shareholder rights until the award has vested and Jonson Cox has received those Ordinary Shares which have vested.

(x) Rights attaching to Ordinary Shares Any Ordinary Shares transferred when the award vests will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their transfer).

(xi) Variation of capital In the event of any variation of the Company’s share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Ordinary Shares, the Committee may make such adjustment as it considers appropriate to the number of Ordinary Shares subject to the award.

(xii) Alterations to the Agreement The Committee may, at any time, with the agreement of Jonson Cox, amend the Share Award Agreement in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of Jonson Cox in respect of the provisions governing the basis for determining Jonson Cox’s entitlement to, and the terms of, the Ordinary Shares to be acquired under the award and the adjustment of the award. The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to beneﬁt the administration of the agreement, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Jonson Cox or for any company in the Group.

(c) Annual Bonus Share Plan Agreement dated 4 February 2011 (i) Award The Company has granted an award to Jonson Cox to acquire 1,520,000 Shares pursuant to the terms of the Annual Bonus Plan Award Agreement. The award has been structured as a conditional right to acquire Ordinary Shares. Upon the vesting of the award those Ordinary Shares which the award has vested over will, therefore, be automatically delivered to Jonson Cox. No payment was required on the grant of the award and no payment will be required by Jonson Cox on the vesting of the award unless the Annual Bonus Plan Award Agreement is amended to allow the award to be satisﬁed using newly issued Ordinary Shares (see paragraph (ii) below), in which case Jonson Cox will be required ro pay the nominal value of the Ordinary Shares delivered to him pursuant to his award. The award is personal to Jonson Cox and may not be transferred (other than on his death when it may be transferred to his personal representatives).

(ii) Methods of Satisfying the Award The award may currently only be satisﬁed by the transfer of Ordinary Shares. The Company does however have Shareholder approval to amend the Annual Bonus Plan Award Agreement to allow the Company to use newly issued Ordinary Shares to satisfy the award.

133 December 2012 and that the performance condition had been achieved. Upon vesting of the award it will therefore vest in full. The Committee may vary the performance conditions applying to the award, without prior shareholder approval, if an event has occurred which causes the Committee to consider that it would be appropriate to amend the performance conditions, provided the Committee considers the varied conditions are fair and reasonable and not materially less challenging than the original condition would have been but for the event in question.

(v) Retention of Ordinary Shares Following the vesting of the award Jonson Cox is required to hold not less than 50% of the net of tax value of the Ordinary Shares which have vested until a holding of 100% of salary is attained. Jonson Cox must retain such shareholding for the duration of his employment with the Group.

(vi) Leaving Employment Normally, if Jonson Cox ceases to hold employment or be a director within the Group the award will lapse. However, if he ceases to be an employee or director because of death, retirement, injury or disability, redundancy, the termination of his service agreement by the Company for any reason other than a reason falling within clause 13.3 of such agreement or for any other reason at the discretion of the Committee, then the award will vest early on cessation of employment. Vesting of the award will remain subject to the satisfaction of the performance condition but the number of Ordinary Shares Jonson Cox will be entitled to on vesting will be pro-rated to reﬂect the reduced period of time between 15 November 2010 and the time of cessation (although the Committee can decide not to pro-rate the award if it regards it as inappropriate to do so in the particular circumstances).

(vii) Corporate Events In the event of a takeover, a scheme of arrangement or winding up of the Company (not being an internal corporate reorganisation) the award will vest early subject to the extent the performance conditions have been satisﬁed at that time. In the event of an internal corporate reorganisation the Committee may determine that the award will not vest early but will be replaced by an equivalent new award over shares in a new holding company. If a demerger, special dividend or other similar event is proposed, which in the opinion of the Committee, would affect the market price of Ordinary Shares to a material extent, then the Committee may decide that the award will vest early subject to the satisfaction of the performance condition at such time.

(viii) Participants’ rights The award will not confer any shareholder rights until the award has vested and Jonson Cox has received those Ordinary Shares which have vested.

(ix) Rights attaching to Shares Any Ordinary Shares transferred when the award vests will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their transfer).

(x) Variation of capital In the event of any variation of the Company’s share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the

134 Ordinary Shares, the Committee may make such adjustment as it considers appropriate to the number of Ordinary Shares subject to the award.

(xi) Alterations to the Agreement The Committee may, at any time, with the agreement of Jonson Cox, amend the Annual Bonus Plan Award Agreement in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of Jonson Cox in respect of the provisions governing the basis for determining Jonson Cox’s entitlement to, and the terms of, the Ordinary Shares to be acquired under the award and the adjustment of the award. The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to beneﬁt the administration of the agreement, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Jonson Cox or for any company in the Group.

8.1 Outstanding Awards Under the Coalﬁeld Resources Share Incentive Arrangements Total number of Ordinary Shares Date of Grant of under outstanding Normal Vesting Arrangement awards awards Date

LTIP 26 August 2010 1,389,425 26 August 2013

LTIP 20 April 2011 1,639,776 20 April 2014

LTIP 31 August 2011 36,702 31 August 2014

Share Award Agreement 4 February 2011 2,800,000 15 November 2013

Annual Bonus Share Plan Agreement 4 February 2011 1,520,000 15 November 2013

8.2 Employee Benefit Trust On 8 December 2000 the Company established the RJB Mining Employee Share Trust for the purposes of benefiting employees and former employees of the Company and its subsidiaries. The settlement is a discretionary trust. Pursuant to the trust deed the Company has the power to appoint and remove the trustee. The current trustee of the trust is Computershare Trustees (Jersey) Limited, an offshore corporate trustee. The trustee may either purchase existing Ordinary Shares in the market or subscribe for new Ordinary Shares. The maximum number of Ordinary Shares which may be held by the trustee at any time may not exceed 5 per cent. of the Company’s issued share capital at that time. The trustee has entered into a share supply agreement with the Company pursuant to which it has agreed to satisfy awards granted by the Company pursuant to the LTIP using Ordinary Shares it holds in the trust provided that the Company has notified the trustee prior to the grant of the awards and the trustee holds sufficient unencumbered Ordinary Shares in the trust funds to satisfy the awards in full.

9. Pensions Defined Benefit Obligations Prior to the Restructuring, the Group had three pension schemes providing benefits based on final pensionable pay. Under the Protected Persons Regulations established on privatisation the

135 Company was, as a wholly owning parent company, a statutory guarantor of UKCML’s liabilities to the scheme. The majority of the employees within the defined benefit schemes were members of one or other of the two industry wide schemes being either the Industry Wide Coal Staff Superannuation Scheme or the Industry Wide Mineworkers’ Pension Scheme, both of which commenced on privatisation following the Coal Industry Act 1994. Separately the Group and Company have defined benefit obligations in respect of the Blenkinsopp section of the Industry- Wide Mineworkers’ Pension Scheme (‘‘the Blenkinsopp Scheme’’). Under the terms of the Restructuring, all of the assets and liabilities of the pension schemes (with the exception of the Blenkinsopp Scheme) were transferred to the UKCOL section of each of the Industry-Wide Coal Staff Superannuation Scheme and the Industry-Wide Mineworkers’ Pension Scheme. The only principal employer in respect of these two sections is UKCOL, a subsidiary of Mine Holdings which is not, and never has been, a subsidiary of the Company. Consequently the Company has no liability in respect of the liability of UKCOL section. As all of the liabilities of UKCML have been transferred, whilst the Company continues to guarantee the UKCML section, such liabilities are now of nil value. Prior to the Restructuring the UKCML operated a concessionary fuel arrangement in the United Kingdom. Provision for concessionary fuel was made to cover the future retirement costs for those employees who were benefiting as part of their regular terms of employment, or former employees who were benefiting in retirement. Upon the Restructuring all obligations in respect of concessionary fuel benefits for employees who transferred pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 2006 have transferred to UKCOL (now in creditors voluntary liquidation) and are therefore no longer liabilities of the Group. They were never liabilities of the Company. Pursuant to the Restructuring, the assets and liabilities of the Blenkinsopp Scheme remained with the Company, and the Company received an indemnity from UKCOL, referred to as the Blenkinsopp Indemnity (summarised below at paragraph 12.8). As part of the Mining Group July 2013 Restructuring, this indemnity has been novated to UK Coal Production which will assume responsibility for payments under the Blenkinsopp Indemnity, with such performance guaranteed by HEMPL (a company in the Harworth Estates Group and the landlord of UK Coal Production) and secured by charges over certain deep mines land (as more particularly described at paragraph 12.8 below).

Deﬁned Contribution Pension Schemes Following the completion of the Restructuring and, with the exception of Jeremy Hague and Laura Heath, the Group no longer has any employees who are members of a deﬁned contribution pension scheme.

10. Signiﬁcant Shareholders Other than as set out below, so far as is known to the Company, at the Latest Practicable Date, there is no person other than a member of its administrative, management or supervisory bodies who, directly or indirectly has an interest in the Company’s capital or voting rights which is notiﬁable in the United Kingdom. At the Latest Practicable Date, so far as is known to the Company, the following Shareholders were, directly or indirectly, interested in 3 per cent. or more of the issued ordinary share capital of the Company: Number of Ordinary Shares % issued capital

Goodweather Holdings 87,234,470 29.15

Invesco Perpetual 24,861,080 8.31

Pelham Capital Management 22,376,560 7.48

There are no different voting rights applicable to any major shareholder of the Company.

136 Coalfield Resources is not aware at the Latest Practicable Date of (1) any persons, who, directly or indirectly, jointly or severally, exercise or could exercise, control over Coalfield Resources, or (2) save for and in respect of the Concert Party for whom the Rule 9 Waiver is being sought, of any arrangements or measures, the operation of which may, at a subsequent time, result in a change of control of Coalfield Resources. Save for the director appointment arrangements with Peel described at paragraph 6.7.3 above and the Relationship Agreement summarised at paragraph 12.11 below, there are no agreements or measures in place between Peel or any member of its group and the Company. The combined Concert Party shareholding is as set out below:

Current Concert Party Shareholding Shareholder Shares held % outstanding Goodweather Holdings 87,234,470 29.15% Steven Underwood 31,369 0.01% Total 87,265,839 29.16%

Pursuant to the Underwriting Agreement, the maximum controlling position of the Concert Party is as follows: Shareholder Shares held % outstanding Goodweather Holdings 386,532,630 64.57% Steven Underwood 31,369 0.01% Total 386,563,999 64.58%

Assuming, the Committed Shareholders take up their entitlements pursuant to the irrevocable undertakings, the maximum shareholding of the Concert Party would be as follows: Shareholder Shares held % outstanding Goodweather Holdings 339,066,676 56.64% Steven Underwood 62,738 0.01% Total 339,129,414 56.65%

11. Significant Change in the Group’s Financial or Trading Position Since 29 December 2012, being the last day of the financial period for which financial information had been published, the following significant changes have taken place. On 22 February 2013, UKCOL’s Daw Mill colliery suffered a major underground fire, and its closure was subsequently announced on 7 March 2013. In view of the increased liabilities that the fire and the subsequent closure of Daw Mill has caused for UKCOL, UKCOL became unable to honour the indemnities for fees and other liabilities which it gave in favour of the Company pursuant to the agreement described at paragraph 12.7 below and Mine Holdings was not in a position to honour its obligations in respect of the ongoing costs of the Company pursuant to the Mining Group Shareholders’ Agreement (described at paragraph 12.5 below). The Company therefore entered into the Facility on 31 May 2013 to enable it to meet the residual cash cost of the estimated £3.6 million of outstanding restructuring fees and enable it to pay potential liabilities of £900,000, should Mine Holdings fail to settle them. Mine Holdings and UKCOL were subsequently placed into administration on 9 July 2013 as part of the Mining Group July 2013 Restructuring. UKCOL subsequently entered creditors voluntary liquidation on 12 July 2013. As part of the Mining Group July 2013 Restructuring, the potential liabilities of £900,000 mentioned above have transferred to a new mining operation and the Company’s obligations in respect of such liabilities have fallen away. In view of the fact that Mine Holdings and UKCOL were placed into administration (and creditors voluntary liquidation, in the case of UKCOL), the Company has written off its £1 investment in Mine Holdings and fully provided for the amounts due from Mine Holdings and UKCOL of £1.1 million relating to certain running and restructuring costs which have been invoiced to them but not settled.

137 Additionally whilst Restructuring fees were provided for in the results to 29 December 2012 it is anticipated a further provision of approximately £0.6 million for Restructuring fees will be required in the six month period ending 29 June 2013. The Company has also re-confirmed the Propco Shareholders’ Agreement with HEPGL to fund, subject to certain limitations, the ongoing running costs of the Company to 31 December 2016 and the employment costs of the Coalfield Resources executive team without limit of time. Further details are set out in paragraph 12.4. On 29 June 2013, £2.9 million was drawn down on the Facility. Other than noted above, there has been no significant change in the financial or trading position of the Group.

12. Material Contracts The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group in the past 2 years and/or contain provisions under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of this document.

12.1 Underwriting Agreement The Company has entered into an Underwriting Agreement with Peel pursuant to which Peel has undertaken to underwrite (or procure the underwriting of by a member of the Peel Group), subject to certain conditions detailed below, the Rights Issue. Peel’s obligation to underwrite (or procure the underwriting of by a member of the Peel Group) the Rights Issue remains subject to certain conditions precedent including inter alia: (i) the passing of the Resolutions at the General Meeting and (ii) Admission occurring not later than 8.00 am on 31 October 2013. The Underwriting Agreement may be terminated by Peel if, inter alia, at any time prior to Admission: (i) there has been a material adverse change in the ﬁnancial position or prospects of the business of the Group since 29 December 2011 other than as announced through a Regulatory Information Service prior to 31 May 2013; and (ii) Peel becomes aware that any warranty given by the Company was untrue or inaccurate or misleading in a material respect when made or any warranty would be untrue, inaccurate or misleading in a material respect if repeated prior to Admission. The Underwriting Agreement is also terminable by Peel, inter alia, upon any governmental regulation or other occurrence coming into effect which, in the reasonable opinion of Peel (acting in good faith), seriously and adversely affects the business of the Coalﬁeld Resources Group taken as a whole. The Underwriting Agreement provides for Peel to be paid by the Company a commission of the greater of (i) one per cent. of the aggregate value at the Issue Price of the Underwritten Shares and (ii) £50,000. Under the Underwriting Agreement the Company has given customary warranties, undertakings and indemnities to Peel. The Company has also warranted, inter alia, that other than in relation to certain waivers, variations and consents, no member of the Group nor HEPGL or Mine Holdings or any of their subsidiary undertakings has breached, is in breach or provided any consent relating to any provision of its articles of association or any shareholders’ agreement to which it is a party which either restricts the ability of the relevant party to employ or appoint any person to the board of such company, or which has the objective of ensuring that no member of the Group nor HEPGL and/or of its subsidiary undertakings is connected with or an associate of any employer under the Industry-Wide Coal Staff Superannuation Scheme. The Underwriting Agreement also provides that following 11.00 am on the Acceptance Date, the Company shall have the right, subject to certain conditions, to procure that Investec use their reasonableendevours to procure persons to subscribefor all or asmany aspossibleofthe New Ordinary Shares which have not been taken up by Shareholders pursuant to the Rights Issue by no later than 3.00 pm on the date being two Dealing Days after the Acceptance Date. Details of the commission payable to Investec in respect of such placing are set out at paragraph 12.12 of this Part X.

138 12.2 Coalfield Resources Financing Arrangements On 31 May 2013 the Company entered into a facility agreement (the ‘‘Facility Agreement’’) with Lloyds TSB Bank plc (the ‘‘Lender’’). The Facility Agreement provides for the Lender to make available a £5,000,000 term loan facility (the ‘‘Facility’’) which is divided into five tranches and used for the following purposes: . The payment of costs and expenses incurred by the Company and the Lender in connection with the Restructuring, up to £3,600,000; . The payment of any successful claim under a guarantee given to Sandvik Customer Financing GmbH, an equipment supplier of the former mining business, in respect of certain assets procured under lease agreements entered into by UKCML of up to £500,000; . The payment of amounts owing by the Company to Harworth Insurance Company Limited pursuant to an employer’s liability insurance policy maintained by Mine Holdings, up to £400,000; . The payment of the Lender’s arrangement fee, up to £100,000; and . The payment of the Lender’s commitment and monitoring fees and interest on the loans drawn under the facility, up to £400,000. Interest on the Facility accrues at a margin of 4.50 per cent. above LIBOR and the usual mandatory regulatory costs until 31 July 2013, with a margin of 9.00 per cent. per annum applying thereafter. All loans drawn under the Facility are repayable on 31 May 2014, but the net proceeds of the Rights Issue (after deducting fees, costs and expenses incurred by the Company) must be used to repay such loans in full. The Company’s liabilities under the Facility are secured by (i) a debenture which purports to create fixed and floating charges over all of the Company’s assets and (ii) a charge over the 6000 ordinary shares of £0.01 each held by the Company in HEPGL. Such liabilities are also the subject of a guarantee by Peel in favour of the Lender. If an event of default occurs under the Facility, the Lender has the right to accelerate payment to be made on the Facility, make demand for the full amount owed and enforce its security (which would include the charge over the Company’s shareholding in HEPGL). If the Lender enforces the share charge then the Lender can transfer the shares that the Company owns in HEPGL to either itself, its nominee or a third party purchaser. In those circumstances where the Company is not able to repay the Facility and the Lender demands repayment of all present and future monies, obligations and liabilities owing or incurred by the Company under the Facility Agreement and related finance documents then Peel must satisfy any demand by the Lender in respect of all present and future monies, obligations and liabilities owing or incurred by the Company. The Lender is therefore not limited to only being able to make a demand after (for example) an event of default under the Facility Agreement. If a demand is made by the Lender on Peel pursuant to the guarantee and Peel makes a payment to the Lender in order to satisfy that demand, Peel would have the right to demand the sum it has paid to the Lender from the Company pursuant to a counter-indemnity which the Company has entered into in favour of Peel. If the Company is unable to satisfy a demand under this counter-indemnity, then the Company would need to consider its financial position further and may be required to surrender assets as part of such process. The Facility Agreement contains representations, undertakings and events of default which are customary for a transaction of this size and nature including a restriction on the Company paying any dividends to its shareholders without the Lender’s consent. Furthermore, the Company has undertaken to use its reasonable endeavours to complete the Rights Issue by no later than 31 October 2013.

12.3 Irrevocable Undertakings Goodweather Holdings Limited, Pelham and Invesco have each entered into irrevocable undertakings with the Company dated on or around 7 August 2013, pursuant to which such Shareholders have agreed, inter alia, to (i) procure the take up of their respective entitlements under the Rights Issue in full and (ii) to procure a vote in favour of the Rights Issue Resolutions, to the extent they are permitted by law to do so.

139 Further, Jonson Cox and Steven Underwood have also agreed, inter alia, to (ii) take up their entitlement under the Rights Issue and (ii) to vote in favour of the Resolutions (or in the case of Steven Underwood the Rights Issue Resolutions) to the extent that they are permitted by law to do so. The irrevocable undertakings (and the commitments contained therein) which have been entered into by Steven Underwood and Goodweather Holdings Limited shall terminate in the event that the Underwriting Agreement fails to become unconditional by 31 October 2013 or is terminated in accordance with its terms.

12.4 Propco Shareholders’ Agreement On 9 December 2012, the Company entered into a shareholders’ agreement with the Pension Trustees and HEPGL to govern their respective rights and interests in HEPGL following the Restructuring (‘‘the Propco Shareholders’ Agreement’’). The Propco Shareholders’ Agreement was varied pursuant to a deed of variation dated 31 May 2013 in connection with, the entry into of the Facility Agreement by the Company and the associated pledge of its shareholding in HEPGL and was further varied by a subsequent deed of variation entered into on 9 July 2013 as part of the Mining Group July 2013 Restructuring (‘‘the Subsequent Variation’’). Under the Propco Shareholders’ Agreement, the Pension Trustees subscribed for shares representing in aggregate approximately 75.1 per cent of the enlarged share capital of HEPGL. In addition to other customary terms, the Propco Shareholders’ Agreement provides for the following: (a) The Propco Group will be managed with a view to, first, reducing the Propco Group’s financial indebtedness in accordance with its banking arrangements and, second, maximising the latent value of the Propco Group’s assets in order to realise such value over the long-term and distribute all profits available for distribution to the Company and the Pension Trustees. (b) The board of directors of HEPGL comprises five directors being Jonson Cox and Steven Underwood (‘‘the UKC Directors’’), Owen Michaelson (‘‘the Management Director’’) and Tony Donnelly (and being together the ‘‘Propco Non-Trustee Directors’’ and being jointly appointed by the Company and the Pension Trustees), and one trustee director, Martyn Bowes, (solely appointed by the Pension Trustees) (‘‘the Propco Trustee Director’’). The Pension Trustees are entitled to remove any Propco Non-Trustee Director from office at any time if they become concerned about his performance. The Company and the Pension Trustees may at any time jointly appoint or remove any Propco Non-Trustee Director. The identity of the replacement Propco-Non Trustee Director must be agreed between the Company and the Pension Trustees or, in the absence of such agreement, selected by the Company from a list of candidates proposed by the Pension Trustees. Jonson Cox was appointed the first chairman of HEPGL. (c) Decisions cannot be taken in relation to a limited number of ‘‘shareholder reserved matters’’ unless approved by both the Company and the Pension Trustees. Such matters include, amongst other things, issuing further securities, certain related party transactions and changing the relationship between the Mining Group and the Propco Group (including, for example, where such change might put the ring-fencing structure designed by the Restructuring at risk). Such matters exclude any steps or actions in connection with the granting or enforcement of security to or by any bank to which the Company has charged its shareholding in HEPGL (‘‘a Secured Party’’). The Propco Trustee Director’s consent is also required in respect of certain ‘‘board reserved matters’’ (e.g. material contracts, approving the business plan and budget, material acquisitions and disposals, payment of dividends and borrowings). (d) If either the Company or the Pension Trustees wish to transfer any of their shares in HEPGL to a third party purchaser, save in respect of any transfer of shares by the Company to a Secured Party, they must first grant the other a right of first offer before selling such shares to a third party purchaser. If the Pension Trustees subsequently seek to transfer a ‘‘controlling stake’’ in HEPGL to a third party purchaser, the Company (or any future holder of its shares) is granted a right to ‘‘match’’ the highest price submitted by a third party purchaser. (e) If the Company does not purchase shares representing a ‘‘controlling stake’’ in HEPGL pursuant to its right of first offer or ‘‘matching right’’ (and the Pension Trustees subsequently sell such ‘‘controlling stake’’ to a third party purchaser on bona fide arm’s length terms), the

140 Pension Trustees have the right to require the Company to sell its entire shareholding in HEPGL to such third party purchaser on the same terms. In addition, the Company has the benefit of customary tag-along rights in the event that the Pension Trustees sell any of their shares to a third party purchaser. (f) All dividends payable on the Company’s shares in HEPGL will be paid to the Pension Trustees (rather than the Company) until the Company has, in aggregate, foregone the first £5 million of dividends pursuant to such payment instruction. (g) Pursuant to the Subsequent Variation, the Propco Shareholders Agreement now provides that: – HEPGL shall indemnify Coalfield Resources up to £500,000 for the period to 20 June 2014 and up to £250,000 for the period from 1 July 2014 to 31 December 2014 in respect of reasonable administrative costs and expenses (including the cost of maintaining the listing of its Ordinary Shares) that relate to its investment in Harworth Estates Group; – Propco shall indemnify Coalfield Resources up to £500,000 for the period to 31 December 2013, up to £1,000,000 for the period from 1 January 2014 to 31 December 2014 and up to £650,000 per calendar year for any period from 1 January 2015 for costs arising under the contracts of employment of Coalfield Resources’ executive team; – from 1 January 2015 until 31 December 2016 Coalfield Resources shall be entitled to request a loan or loans from HEPGL in a sum not exceeding £500,000 per calendar year for the purpose of meeting Coalfield Resources’ administrative costs and expenses (subject to certain agreed conditions and terms, including the grant of a first ranking fixed charge over Coalfield Resources’ shares in HEPGL); – where HEPGL advances any loan(s) to Coalfield Resources, Coalfield Resources shall direct HEPGL to remit all dividends payable on its shares in HEPGL to the Pension Trustees, until the aggregate amount received by the Pension Trustees pursuant to such payment instruction equals the sums advanced by HEPGL to Coalfield Resources by way of loan(s); – if HEPGL acquires the business or shares of Coalfield Resources or Coalfield Resources acquires the business of HEPGL then Coalfield Resources shall pay to HEPGL an amount equal to one half of the monies paid by HEPGL to Coalfield Resources pursuant to the above mentioned indemnities. Customary warranties (subject to certain limitations) are provided to the Pension Trustees by the Company and HEPGL.

12.5 Mining Group Shareholders’ Agreement On 8 December 2012, the Company entered into a shareholders’ agreement with the Mine Holdings EBT and Mine Holdings to govern their respective rights and interests in the Mining Group following the Restructuring (‘‘the Mining Group Shareholders’ Agreement’’). The legal structure that was put in place pursuant to the Restructuring to facilitate the ring-fencing of the Mining Group’s pension deﬁcit from the Propco Group requires that the Company retains less than one third of the voting power at any general shareholders meeting of Mine Holdings. Pursuant to the Restructuring therefore, 67 per cent of the voting rights in Mine Holdings and 10 per cent of its economic rights were transferred to the Mine Holdings EBT which holds such shares on trust for the beneﬁt of certain employees and former employees of the Mining Group and their dependents, in accordance with the Mine Holdings EBT’s trust deed. The remaining 33 per cent of voting rights in Mine Holdings and 90 per cent, of its economic rights are held by the Company. As more particularly described at paragraph 2.1.1 of Part I of this document, the Mining Group July 2013 Restructuring was announced on 9 July, Mine Holdings went into administration on 9 July 2013. Notwithstanding the administration of Mine Holdings, the Mining Group Shareholders Agreement has not been terminated but will come to an end at such time as Mine Holdings is ultimately liquidated and dissolved. In addition to other customary terms, the Mining Group Shareholders’ Agreement contains the following provisions:

141 (a) The Mining Group will be managed with a view to securing the long-term safety, production and viability of the mines for the length of time that coal can be produced economically for the benefit of the Schemes and the Mining Group Shareholders. (b) The board of directors of Mine Holdings will be determined by its shareholders. In order to maintain the ring-fencing structure designed by the Restructuring, no director of Mine Holdings may also be an employee, director, shadow director or alternate director of the Company or any company in the Propco Group. (c) Mine Holdings will not pay any dividends (or permit other specified forms of leakage) until an actuarial valuation shows that UKCOL’s sections of the Schemes are fully funded. (d) Decisions cannot be taken in relation to certain ‘‘shareholder reserved matters’’ unless approved by both the Company and the Mine Holdings EBT. Such matters include, amongst other things, related party transactions and changing the relationship between the Mining Group and the Propco Group (including, for example, where such change might put the ring- fencing structure designed by the Restructuring at risk). There is a second category of ‘‘shareholder reserved matters’’ which require approval by a simple majority of shareholders. These include, amongst other things, the entry into of material contracts and capital expenditure in excess of £1 million. (e) Decisions cannot be taken in relation to a number of ‘‘board reserved matters’’ unless the matter has been discussed at a board meeting of Mine Holdings. Such matters include, amongst other things, declaring dividends and distributions, borrowings and granting security. (f) No shareholder shall be entitled to transfer its shares in Mine Holdings without the consent of the other shareholder. No shareholder shall transfer, purchase or acquire any legal or beneficial interest in shares of any Propco Group Member. (g) If a shareholder proposes to sell all of its shares in Mine Holdings to a third party on bona fide arm’s length terms, it may insist that the other shareholder also sells its entire shareholding in Mine Holdings to such third party purchaser on the same terms. (h) Under the original terms of the Mining Group Shareholders Agreement, Mine Holdings agreed to provide the Company with sufficient funds to pay the Company’s costs and expenses incurred prior to 31 December 2016 in relation to its interest in the business of the Mining Group of up to £3 million per financial year, but excluding the costs and expenses that relate wholly and directly to the Company’s investment in HEPGL. Mine Holdings is unable to meet these obligations but Coalfield Resources will have a claim in Mine Holdings administration in respect thereof.

12.6 Put and Call Option relating to Harworth Insurance Company Limited On 7 December 2012, the Company entered into a put and call option agreement (‘‘the Put and Call Option’’) with Mine Holdings in relation to the shares in Harworth Insurance Company Limited (‘‘HICL’’). The Company owns the entire issued share capital of HICL, which provides employer’s liability insurance cover for the Mining Group. Under the terms of the Put and Call Option, Mine Holdings grants the Company the option to require Mine Holdings to purchase the entire issued share capital of HICL and also grants Mine Holdings the option to require the Company to sell the entire issued share capital of HICL. Notwithstanding Mine Holdings entering administration on 9 July 2013 Mine Holdings retains the benefit of the Put and Call Option. The consideration for the grant of the option was the sum of £4,650,000 payable to the Company, initially to be left outstanding as an inter-company loan balance. The amount was subsequently settled. Certain conditions must be satisfied before the option can be exercised, which is either the obtaining of any required regulatory consent (having regard to HICL’s insurance business) or the need for regulatory approval pursuant to Part XII of FSMA no longer being required and the PRA having confirmed in writing that this is the case. Both the put and call options under the Agreement may only be exercised by either the Company or Mine Holdings providing 60 business days written notice to the other party.

142 If satisfaction of the conditions referred to above does not take place, the Company shall use its reasonable endeavours to procure that third party offers are made for the HICL shares. On completion of the sale of the HICL shares to a third party, the Company shall pay such sale proceeds to Mine Holdings’ upon receipt. The Agreement imposes various obligations on the Company, including the obligation not to sell shares in HICL without previous consent from Mine Holdings, and the Company also gives certain limited warranties which are customary for an agreement of this nature.

12.7 Deed of Indemnity for Restructuring Costs On 10 December 2012, the Company entered into a deed of indemnity (the ‘‘Indemnity Deed’’) with UKCOL under which UKCOL agreed to indemnify the Company for all costs incurred by the Company in connection with the Restructuring. The liability of UKCOL to indemnify the Company is uncapped and unlimited in duration. Under the terms of the Indemnity Deed, the Company is obliged to provide all necessary information to UKCOL in relation to any matter giving rise to a claim under the Indemnity Deed. UKCOL is unable to meet its payment obligations under the Indemnity Deed, but Coalﬁeld Resources will have a claim in UKCOL’s liquidation in respect thereof.

12.8 Blenkinsopp Deed of Indemnity and Guarantee from HEMPL On 10 December 2012, as part of the Restructuring, the Company received the beneﬁt of an indemnity from UKCOL in respect of any losses and liabilities the Company may incur in connection with the Blenkinsopp Scheme (as more particularly described at paragraph 9 of this Part X). Pursuant to the Mining Group July 2013 Restructuring, this indemnity was novated to UK Coal Production on 9 July 2013 pursuant to a deed of novation and amendment between, inter alia, the Company, UKCOL and UK Coal Production (the ‘‘Blenkinsopp Novation’’) and a new guarantee was entered into with HEMPL to support and guarantee the obligations under the indemnity from UK Coal Production. HEMPL is a member of the Harworth Estates Group and is the landlord of UK Coal Production in respect of its deep mines. HEMPL’s liability under such guarantee is capped at £3.1 million (plus interest and certain expenses). The amounts owing under the guarantee (up to the cap on HEMPL’s liability thereunder) are secured by charges over certain operating deep mines land. There is no time limit for claiming under the indemnity or the HEMPL guarantee. In consideration of UK Coal Production entering into the Blenkinsopp Novation, the Company gave a comfort letter to UK Coal Production pursuant to which it agreed to act in good faith in any future negotiations with the Industry Wide Coal Mineworkers’ Pension Scheme Trustees Limited in relation to the level of contributions payable in respect of the Blenkinsopp Scheme on the assumption that the Company was solely responsible for payment without the beneﬁt of an indemnity or guarantee. Further, pursuant to the Blenkinsopp Novation, the Company agreed not to take any steps which would trigger the winding up of the Blenkinsopp Scheme without the written consent of UK Coal Production.

12.9 Deed of Assignment of Trade Marks and Domain Names As part of the Mining Group July 2013 Restructuring on 9 July 2013, Coalfield Resources assigned to UK Coal Production certain trademarks and domain names (‘‘the Intellectual Property Rights’’). Pursuant to such assignment, Coalfield Resources agreed to indemnify UK Coal Production in the event of any breach of Coalfield Resources’ obligations to transfer the Intellectual Property Rights with full title guarantee and free of encumbrances. As part of the Restructuring, such Intellectual Property Right had previously been licensed to UKCOL, but upon UKCOL going into administration, such licence was terminated by a deed of termination dated 9 July 2013 and the Deed of Assignment to UK Coal Production was entered into.

12.10 Other documents in connection with the Mining Group July 2013 Restructuring Pursuant to a letter agreement entered into on 9 July 2013 with Mine Holdings, Coalﬁeld Resources consented to the Mining Group July 2013 Restructuring. In consideration of Coalﬁeld Resources

143 providing such consent, Mine Holdings agreed to pay Coalfield Resources’ legal costs of an amount up to £82,000 (excluding VAT) incurred by Coalfield Resources in connection with the Mining Group July 2013 Restructuring. On 8 July 2013, Coalfield Resources entered into an Umbrella Deed with, inter alia, Mine Holdings, UKCOL and the other members of the Mining Group which subsequently entered into administration, the members of the New Sub-Group (as defined therein), the Administrators, the Pension Trustees, the Board of the Pension Protection Fund and HEPGL, which set out the mechanics and framework for the implementation of the Mining Group July 2013 Restructuring. The Umbrella Deed documented that court applications were made to appoint the Administrators of the relevant Mining Group companies. It also set out mechanical steps such as the appointment of escrow agents to hold certain documents entered into to implement the Mining Group July 2013 Restructuring and the release of such documents from escrow upon the appointment of the Administrators. The Umbrella Deed automatically terminated upon release of the documents from escrow and their completion and accordingly Coalfield Resources has no subsisting obligations under the Umbrella Deed.

12.11 Relationship Agreement The Company entered into a relationship agreement with Peel (the ‘‘Relationship Agreement’’) on 7 August 2013, which becomes effective on Admission, governing the ongoing relationship between the Company and Peel having regard to Peel’s interest in the Ordinary Shares of the Company in order to ensure that the Company is capable of carrying on its business independently of Peel. The Relationship Agreement replaces the principles contained in the letter dated 30 August 2007 entered into between Peel and the Company regarding the relationship between Peel and the Company which is summarised at paragraph 6.7.3 above. The Relationship Agreement contains undertakings from Peel, in respect of Peel and other members of the Peel Group that for such time as Peel holds 25% or more of the issued share capital of the Company and the Ordinary Shares are admitted to any recognised investment exchange or any regulated or prescribed market that, amongst other things, Peel will: (a) not, and shall procure that no member of the Peel Group holding voting rights shall exercise such voting rights in favour of any proposed variation to the Company’s articles of association or constitutional documents of the Group which would, or might reasonably be expected to be, inconsistent with or in violation of any provision of the Relationship Agreement; (b) ensure that transactions and relationships between the Company and the Peel Group are conducted on an arm’s length commercial basis and in accordance with the Listing Rules; (c) ensure a Peel Director does not, subject to certain limitations, vote on a resolution of the Board concerning transactions, relationships or arrangements between the Company and Peel; (d) ensure that Peel does not knowingly undertake, or procure the undertaking of, any act which affects the Company’s ability to comply with the Articles or the regulatory requirements of the FCA including the Listing Rules and the Disclosure and Transparency Rules; (e) not exercise any voting rights in a manner which would result in a situation whereby a majority of the Board consist of directors who are not independent of Peel; (f) not, and no member of the Peel Group shall, propose or vote in favour of any Shareholder resolution of the Company which would result in the Ordinary Shares ceasing to be admitted to the Ofﬁcial list, unless the Board consents and provided that Peel are not to be prevented from either (i) accepting a takeover offer made for the Company pursuant to the City Code, or in circumstances where such takeover offer is made by way of a scheme of arrangement in accordance with Part 26 of the Companies Act, from voting in favour of such scheme of arrangement or selling the shares held pursuant to such a takeover offer made or (ii) making a takeover offer for the Ordinary Shares by way of a general offer or by way of a scheme of arrangement and subsequently de-listing the Ordinary Shares following such takeover offer or scheme of arrangement becoming either wholly unconditional or effective as appropriate; and

144 (g) ensure that if any member of the Peel Group or the Peel Director receives an approach from a third party to acquire all or part of the business of the Company, that they refer such third party to the chairman of the Company. The Relationship Agreement terminates on the earlier of (i) Peel ceasing to hold 25% of the Ordinary Shares in the Company or (ii) the Ordinary Shares ceasing to be admitted to any recognised investment exchange or any regulated or prescribed market. Under the terms of the Relationship Agreement, subject to certain exceptions, Peel are to use reasonable endeavours to inform the Company by giving three business days’ notice of any intention to transfer its shareholding in the Company to a third party other than a member of the Peel Group. Peel is also entitled to appoint the Peel Director pursuant to the Relationship Agreement. The Relationship Agreement also contains restrictions on Peel disclosing conﬁdential information relating to the Group.

12.12 Rump placing arrangements The Company has appointed Investec as its agent to place, in consultation with the Company and Peel, any New Ordinary Shares which are not taken up by Shareholders as part of the Rights Issue by 3.00 p.m. on the date falling two Dealing Days after the Acceptance Date (known as the ‘rump’). Under this arrangement, Investec will be entitled to a broking commission equal to 1.5 per cent. of the aggregate value at the rump placing price of all New Ordinary Shares so placed. Such commission will be deducted from the proceeds of the rump placing payable to Shareholders.

13. Disclosure of interests and dealings 13.1 Directors’ Interests in Shares Details of Awards relating to Ordinary Shares granted pursuant to the Coalﬁeld Resources Share Incentive Arrangements which are held by the Directors as at the Latest Practicable Date are set out below. They are not included in the summary of remuneration and beneﬁts of the Directors shown in paragraph 6.2 above. Number of Shares over which Award Normal Vesting Name Arrangement Date of Grant granted Date

Jeremy Hague LTIP 26 August 2010 47,124 26 August 2013

Jeremy Hague LTIP 20 April 2011 95,613 20 April 2014

Jonson Cox Annual Bonus 4 February 2011 1,520,000 15 November Share Plan 2013 Agreement

Jonson Cox Share Award 4 February 2011 2,800,000 15 November Agreement 2013

The above stated amounts do not include any Ordinary Shares which may be issued to Award Holders to reflect any dividends that were paid during the vesting period of the Award. The exercise price of all outstanding Awards is nil. For the 2010 and 2011 LTIP awards to vest the Company’s TSR must be ranked at the median of the comparator group (which is the FTSE All Share Index excluding financial companies and investment trusts). Twenty five per cent. of the award will vest if TSR is ranked at the median of the comparator group rising on a straight line vesting basis to full vesting if the Company’s TSR is ranked at or above the upper quartile. In addition the Company’s absolute TSR has to be positive over the three year performance period and the Committee must be satisfied that there has been an underlying improvement in the Company’s financial performance. Prior to the Restructuring the Committee determined that the performance conditions relating to the awards granted pursuant to the Annual Bonus Share Plan Agreement and the Share Award

145 Agreement were no longer appropriate and therefore determined that the new performance condition should be the successful completion of the Restructuring. The Committee determined that the successful completion of the Restructuring took place in December 2012 and that the performance condition had been achieved. Upon the vesting of the awards granted pursuant to the Annual Bonus Share Plan Agreement and the Share Award Agreement they will, therefore, vest in full. The Directors’ beneﬁcial interests in Ordinary Shares of the Company at the Latest Practicable Date are as set out below. None of the Directors had an interest in shares of the Company’s subsidiaries during the year. As as at date of Percentage of this Prospectus Percentage of At Admission enlarged issued Number of issued share Number of share capital at Ordinary Shares capital Ordinary Shares Admission Jonson Cox1 196,945 0.07% 393,890 0.07% Jeremy Hague – 0% – 0% Peter Hickson – 0% – 0% Lisa Clement – 0% – 0% Steven Underwood2 31,369 0.01% 62,738 0.01%

Save as disclosed in the above table in relation to the Directors, none of the Directors or the Senior Manager has any interest (beneficial or non-beneficial) in the share capital of the Company or any of its subsidiaries. Peel has an interest in 29.15 per cent. of Coalfield Resources held by HSDL Nominees Limited as nominee for Goodweather Holdings Limited, a member of the Peel Group, and as described at paragraph 5 of Part I of this document, has entered into the Underwriting Agreement to underwrite the Rights Issue. Neither CoalfieldResources nor any ofthe Directorsnor any person acting in concert with them has any interest (beneficial or non-beneficial) in, or rights to subscribe for shares in, the share capital of any member of the Peel Group. Save as disclosed above, no other person involved in the Rights Issue has an interest which is material to the Rights Issue.

13.2 Directors’ and Senior Manager’s Interests 13.2.1 Other Directorships and Partnerships At the date of this document, the Directors, save as set out below, have not held any directorships of any other company or been a partner in any partnership (other than companies in the Group and companies which are subsidiaries of companies of which the Directors are directors) at any time in the ﬁve years prior to the date of this document: Name Position Company – Position currently held Company – Position previously held

Jonson Cox Director Wincanton Plc AWG Group Bloomsbury Terrace Management AWG Parent Co Limited Morrison Limited Limited Stonebrook Associates Limited Anglian Water Services Financing Plc Harworth Estates Property Group Anglian Water Services Holdings Limited Limited Anglian Water Services Limited AWG Property Limited Osprey Acquisitions Limited Osprey Holdco Limited Anglian Venture Holdings Limited Morrison Facilities Services Limited

1 Legal title to Jonson Cox’s Ordinary Shares are held by HSBC Global Nominees as nominee for Jonson Cox. 2 Steven Underwood’s Ordinary Shares are held by his SIPP and the registered holder of the shares is Sippdeal Trustees Limited.

146 Name Position Company – Position currently held Company – Position previously held

Jeremy Director Harworth Estates Trading Limited Harworth Power Limited Hague Harworth Estates No 2 Limited Harworth Power (Generation) Bates Regeneration Limited Limited UK Strategic Partnership Limited Harworth Properties Limited Cloud Accountancy Limited Harworth Estates Investments Limited Harworth Guarantee Co. Limited Harworth Secretariat Services Limited Harworth Trustees Ltd Coalﬁeld Estates Limited Asfordby Waste Limited Bilsthorpe Waste Limited Cutacre Waste Limited Gedling Colliery Waste Limited Houghton Main Waste Limited Kellingley Colliery Waste Limited Meriden Waste Limited North Selby Mine Waste Limited Tetron Point Waste Limited Wardley Waste Limited Waverley Amp Waste Limited

Peter Director T.W. Associates (Financial AWG Parent Co Limited Hickson Consultants) Limited Osprey Acquisitions Limited Communisis Plc Osprey Holdco Limited Orbis Charitable Trust London & Continental Railways Chemring Group Plc Limited Kazakhmys Plc

Lisa Director Clement Consultancy Limited ILM Productions Ltd Clement Everything But The Cow Limited

Steven Director Futuris Group Limited Underwood Peel Holdings (Management) Limited Peel Media Studios Limited Peel Holdings (Media) Limited Peel Media (Holdings) Limited Peel Media Hotels Limited Peel Media Limited Peel Media Living No.1 Limited Peel Media Living No.2 Limited Peel Media Management Limited The Pie Factory Limited Peel Holdings (Land And Property) Limited Peel Energy Limited Peel Holdings (Telecommunications) Limited Peel Telecommunications (Holdings) Limited Peel Holdings (Waste) Limited Peel Waste Holdings Limited Mediacity Studios Limited Peel Environmental Holdings Limited Peel Environmental Limited Peel Holdings (Environmental) Limited Peel Holdings (Leisure) Limited Peel Investments (Gloucester) Limited Peel Investments (North) Limited

147 Name Position Company – Position currently held Company – Position previously held

Steven Director Peel Investments (U.K.) Limited Underwood Peel Land And Property (Ports) Limited Peel Land And Property Holdings Limited Peel Land And Property Investments Plc Peel Land And Property Limited Peel Leisure (Properties) Limited Peel South East Limited Peel Telecommunications Limited Peel Utilities Holdings Limited Peel Utilities Limited Peel Utilities Services Limited Seaforth Windfarm Limited Bridgewater Remediation Limited Peel Mineral Resources Limited Port Of Liverpool Wind Farm Limited Port Of Liverpool Wind Farm Holdings Limited Peel Investments (PAH) Limited Peel Investments (PHA) Limited Peel Land And Property (Greenock Harbours) Limited Mersey Docks Property Developments Limited Mersey Docks Property Holdings Limited Princes Dock Development Company Limited Princes Dock Hotel Limited Rhads Hotel Limited Ayrshire Power Limited Port Of Sheerness Wind Farm Limited Goodweather Investments (UK) Limited Peel Advertising Holdings Limited Peel Developments Holdings Limited Peel Holdings (Glasgow Harbour) Limited Peel Holdings (Gloucester) Limited Peel Holdings (Overseas) Limited Peel Holdings Land And Property (UK) Limited Peel Investments (Intermediate) Limited Peel Investments Holdings Limited Peel Land (Intermediate) Limited Peel Land And Property (Ports No.3) Limited Peel Land Holdings Limited Peel Overseas (Dormants) Limited Peel Red City Holdings Limited Clydeport Longhaugh A Limited Clydeport Longhaugh B Limited Clydeport Longhaugh C Limited Clydeport Properties Limited Mersey Docks Property Investments Limited Princes Dock Development Company No.4 Limited Princes Dock Office No.12 Limited Princes Dock Office No.8 Limited Princes Dock Office No.9 Limited

148 Name Position Company – Position currently held Company – Position previously held

Steven Director Ship Canal Properties Limited Underwood Woodside Business Park Limited Peel Utilities Water Limited Peel Water Networks Limited Peel Water Services Limited Riverside Peel Limited Peel Electricity Networks Limited Peel Electricity Services Limited Peel Utilities Electricity Limited Utilities Services (Mediacity UK) Limited Peel Leisure (Operations) Limited Peel Leisure Operations No.1 Limited Peel Investments (Leisure) Limited Peel Holdings Energy (No.2) Limited Peel Media Services (Holdings) Limited Peel Media Services (Studios) Limited Peel Media Wharfside (Holdings) Limited Peel Media Wharfside Limited Peel Land And Property (James Watt Dock) Limited Peel Energy (No.2) Limited Peel Holdings (Advertising) Limited Peel Holdings (Utilities) Limited Barwent Developments Limited Beaumont Properties Limited Cannorth Property Investments Limited City Airport Limited Clydemore Properties Limited Clydeport Terminal Limited Clydeside Investment Properties Limited Clydeside Properties Limited Corinium Properties Limited Earlbroom Limited Flaskranch Limited Glasgow Harbour (Byron Street) Limited Glasgow Harbour Developments Limited Glasgow Harbour Investments Limited Glasgow Harbour Limited Glasgow Harbour Management Limited Glasgow Harbour Properties Limited Greathey Investments Limited Harmont Investment Company Limited Hartlebury Trading Estate Limited Haxden Properties Limited Ionica Limited Kamella, Limited Knight & Co. (Services) Limited Liverpool Airport Investments Limited London Shop (Bishops Stortford) Limited London Shop (Crosby) Limited London Shop (Stockport) Limited Londrock Finance Company Limited Paciﬁc Shelf 1054 Limited Peel (Anglia) Limited

149 Name Position Company – Position currently held Company – Position previously held

Steven Director Peel Advertising Limited Underwood Peel Airports (AEPSL) Limited Peel Airports Leasing Limited Peel Assets Limited Peel Commercial (N.W.) Limited Peel Commercial (S.E.) Limited Peel Commercial (S.W.) Limited Vantage Airports UK Limited Peel Leisure (Operations) No.2 Limited The Bridgewater Canal Company Limited Peel Developments (Cambuslang) Limited Peel Developments (N.E.) Limited Peel Developments (N.W.) Limited Peel Developments (S.W.) Limited Peel Developments (U.K.) Limited Peel Environmental Ince Limited Peel Farms Limited Peel Homes (Anglia) Limited Peel Homes Limited Peel Housing (Anglia) Limited Peel Investments (Anglia) Limited Peel Investments (Botany Bay) Limited Peel Investments (N.W.) Limited Peel Investments (S.W.) Limited Peel Investments (South) Limited Peel Land And Property (1 Topco) Limited Peel Land And Property (No.2) Limited Peel Land And Property Holdings (CL) Limited Peel Land And Property Investments (CL) Limited Peel Land Limited Peel Living Limited Peel North East Limited Peel North West Limited Peel Pet Products Limited Peel Ports (BIHL) Limited Peel Ports (M43) Limited Peel Properties (MSC) Limited South Yorkshire Emergency Services Centre Limited Reddington Developments Limited Reddington Finance Limited Reddington Holdings Limited Beaumont Property Trust Limited (The) Peel South West Limitred Princes Dock Development Company No. 5 Limited Rio De Janeiro Land, Mortgage & Investment Agency Company Limited Shefﬁeld Heliport Limited Ship Canal Enterprises Limited Sudbrook Trading Estate Limited The Saddlery Investments Limited Toll House Motors Limited Peel Developments Ampthill Limited Peel Investments (North) No. 1 Limited Liverpool Airport Developments Limited

150 Name Position Company – Position currently held Company – Position previously held

Steven Director Peel Properties (N.W.) Limited Underwood Peel Properties (S.E.) Limited Peel Properties (S.W.) Limited Peel Property (No.2) Limited Peel Property (Partnerships) Limited Peel Property (SDL) Limited Peel Securities (N.W.) Limited Peel Securities (S.E.) Limited Peel Securities (S.W.) Limited Principal Management Company Limited Blackburn Arena Limited Peel Lamp Properties Limited Astermill Limited Ince Park Developments Limited Peel Management Limited Peel Overseas Limited The Trafford Centre PFS Limited Peel Leisure Holdings Limited Peel Finance (UK) Limited Peel Holdings Energy (No.3) Limited Manchester Ship Canal Developments Limited Peel Airports (No.1) Limited Peel Airports (No.2) Limited Peel Airports (No.3) Limited

13.3 As at the close of business on the Latest Practicable Date neither the Company nor any of its Directors, nor any person acting in concert with the Company or any of its Directors, has any interest in, right to subscribe for or short position in any relevant securities (as defined at paragraph 13.6 below) of any member of the Peel Group. 13.4 Save as disclosed in the tables of Awards relating to Ordinary Shares and interests in Ordinary Shares in Coalfield Resources set out at paragraph 13.1 above, as at the close of business on the Latest Practicable Date none of the Directors of the Company nor any person acting in concert with the Company or any of its Directors, has any interest in, right to subscribe for or short position in any relevant securities (as defined at paragraph 13.6 below) of Coalfield Resources. 13.5 As at the close of business on the Latest Practicable Date no relevant securities (as defined at paragraph 13.6 below) of Coalfield Resources have been borrowed or lent by the Directors or any person acting in concert with the Company or any of the Directors. 13.6 For the purposes of paragraphs 13.3, 13.4 and 13.5 of this Part X ‘‘relevant securities’’ means in relation to Coalfield Resources or, as applicable, any member of the Peel Group ordinary shares or any other securities convertible or exchangeable into rights to subscribe for, options (including traded options) in respect of, or derivatives referenced to, any such shares or short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, in each case, of ordinary shares. 13.7 Other disclosures for the purposes of the Rule 9 Waiver Save for the Underwriting Agreement to which Peel is a party (as further described at Paragraph 12.1 of this Part X), as at the close of business on the Latest Practicable Date there is no agreement, arrangement or understanding (including any compensation arrangement) between Peel (or any person acting in concert with Peel) and any of the directors, recent directors, shareholders or recent shareholders of the Company, or any person interested or recently interested in Ordinary Shares of the Company, having any connection with or dependence upon the outcome of the Rights Issue. 13.8 As at the close of business on the Latest Practicable Date neither Peel nor any person acting in concert with Peel has entered into any agreement, arrangement or understanding to transfer any interest acquired in Coalfield Resources, as a result of the Rights Issue, to any person.

151 14. Litigation There are no government, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Coalfield Resources is aware) which may have or have had in the recent past (covering the 12 months immediately preceding the date of this document) a significant effect on Coalfield Resources and/or the Group’s financial position or profitability.

15. Mandatory Bids and Compulsory Acquisition Rules Relating to Shares Mandatory bids Subject to the Rule 9 Waiver, the City Code applies to the Company. Under the City Code, if an acquisition of interests in the Company’s Ordinary Shares were to increase the aggregate holding of an acquirer and persons acting in concert with it to an interest in the Company’s Ordinary Shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending upon the circumstances, persons acting in concert with it, would be required (except with the consent of the Panel) to make a cash offer for the outstanding Ordinary Shares at a price not less than the highest price paid for interests in shares by the acquirer or persons acting in concert with it during the previous 12 months. A similar obligation to make such a mandatory offer would also arise on the acquisition of an interest in Ordinary Shares by a person holding (together with persons acting in concert with it) an interest in Ordinary Shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person’s percentage of the voting rights.

Squeeze-out Under the Companies Act, if a ‘‘takeover offer’’ (as deﬁned in section 974 of the Companies Act) is made for the Company’s Ordinary Shares and the offeror were to acquire, or unconditionally contract to acquire, not less than 90 per cent. in value of the Ordinary Shares to which the offer relates (the ‘‘Offer Shares’’) and not less than 90 per cent. of the voting rights attached to the Offer Shares, within three months of the last day on which its offer can be accepted, it could acquire compulsorily the remaining 10 per cent. It would do so by sending a notice to outstanding Shareholders telling them that it will acquire compulsorily their Offer Shares and then, six weeks later, it would execute a transfer of the outstanding Offer Shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for outstanding Shareholders. The consideration offered to the Shareholders whose Offer Shares are acquired compulsorily under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

Sell-out The Companies Act also gives minority Shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the Ordinary Shares and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares to which the offer relates, any holder of Ordinary Shares to which the offer related who had not accepted the offer could by a written communication to the offeror require it to acquire those Ordinary Shares. The offeror is required to give any Shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of the minority Shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a Shareholder exercises his or her rights, the offeror is bound to acquire those Ordinary Shares on the terms of the offer or on such other terms as may be agreed.

Takeover bids No public takeover bid has been made in relation to the Company during the last ﬁnancial year or the current ﬁnancial year.

16. Dividend Policy Currently the Facility prohibits the distribution of dividend payments to shareholders without the consent of Lloyds. Once the Facility is pre-paid or repaid, the Company will be able to pay dividends. Any dividends will be dependent on the performance of its investment in HEPGL and

152 any dividends received from this investment. Whilst it is anticipated that HEPGL may be in a position during 2014 to arrange more flexible financing which may allow HEPGL to pay dividends whilst their bank facility remains drawn, unlike the present position, the Company would still not expect to receive a dividend from HEPGL in the short to medium term, as under the Propco Shareholders’ Agreement, the Pension Trustees are entitled to receive the first £5 million of dividends due to the Company. Therefore we do not expect the Company to pay any dividends in the short to medium term. There have been no dividends declared or paid by the Company for any of the financial years ending 25 December 2010, 31 December 2011 or the financial year ending 29 December 2012.

17. Consents 17.1 PricewaterhouseCoopers LLP has given and has not withdrawn its written consent to the inclusion of its report on the unaudited pro forma ﬁnancial information in Section B of Part VII in the form and context in which it appears and has authorised the contents of its report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. 17.2 Smiths Gore has given and has not withdrawn its written consent to the inclusion of its Property Valuation Report contained at Part VIII of this Prospectus in the form and context in which it appears and has authorised the contents of its Property Valuation Report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules. 17.3 Investec has given and not withdrawn its consent to the inclusion in this document of its name and the references to it in the form and context in which they are included.

18. Auditors PricewaterhouseCoopers LLP, a member of the Institute of Chartered Accountants in England and Wales, whose address is at Benson House, 33 Wellington Street, Leeds LS1 4JP, have audited the consolidated financial statements for the Group for the financial years ending 25 December 2010, 31 December 2011 and 29 December 2012 in accordance with auditing standards and have made a report in accordance with Chapter 3 Part 16 of the Companies Act 2006 in respect of each of these sets of statutory accounts and such reports were unqualified and did not contain a statement under sections 198(2) or (3) of the Companies Act 2006.

19. Costs and expenses The total costs and expenses payable by the Company in connection with the Rights Issue are estimated to be approximately £1.0 million.

20. Documents Available for Inspection 20.1 Copies of the following documents are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to Admission at the ofﬁces of Eversheds LLP at One Wood Street, London EC2V 7WS and are available for viewing on the Company’s website at www.coalﬁeldresources.com and will also be available for inspection at the General Meeting for at least 15 minutes prior to and during the meeting: (a) the Articles; (b) the annual reports and accounts of the Company, including the audited consolidated accounts and the independent auditors’ reports for each of the years ended 29 December 2012, 31 December 2011 and 25 December 2010; (c) the consent letters referred to in paragraph 17 of this Part X above; (d) the report from PricewaterhouseCoopers LLP which is set out in section B of Part VII of this document; (e) the property valuation report from Smiths Gore which is set out in Part VIII of this document; (f) this Prospectus; (g) the Underwriting Agreement; (h) the Facility Agreement;

153 (i) debenture in favour of the Lender over the Company’s assets dated 31 May 2013; (j) share charge in favour of the Lender over the Company’s shareholding in HEPGL dated 31 May 2013; (k) guarantee of the Company’s obligations under the Facility given by Peel dated 31 May 2013; (l) Counter-indemnity given by the Company in favour of Peel relating to the Facility dated 31 May 2013; (m) the irrevocable undertakings described at paragraph 12.3 of Part X of this Prospectus; (n) the Propco Shareholders’ Agreement; (o) the Mining Group Shareholders’ Agreement; (p) the Put and Call Option; (q) the Indemnity Deed; (r) the Blenkinsopp Indemnity, the Blenkinsopp Novation, the guarantee from HEMPL, and the charges over Thoresby Colliery and Kellingsley Colliery, described at paragraph 12.8 of Part X of this Prospectus; (s) the comfort letter given to U.K. Coal Production described at paragraph 12.8 of Part X of this Prospectus. (t) the deed of assignment of trade marks and domain names referred to at paragraph 12.9 of Part X of this Prospectus; (u) the documents described at paragraph 12.10 of Part X of this Prospectus, entered into in connection with the Mining Group July 2013 Restructuring; and (v) the Relationship Agreement. 20.2 The Memorandum and Articles of Association of Peel Holdings Group Limited will be available at the Company’s website, www.coalﬁeldresources.com from the date of this document.

21. Market quotations The following are the Closing Prices for the ﬁrst Business Day in each of the six months immediately preceding the date of this document and 6 August 2013, being the latest practicable date prior to publication of this document: Date Coalﬁeld Resources Share Price (pence) 1 March 2013 5.20 1 April 2013 4.75 1 May 2013 4.00 1 June 2013 4.00 1 July 2013 3.25 1 August 2013 3.93 6 August 2013 4.25

This document is dated 7 August 2013.

154 PART XI – DOCUMENTS INCORPORATED BY REFERENCE This document should be read and construed in conjunction with the following documents, which have been previously published, filed with or notified to the FCA, which were sent to Shareholders at the relevant time and which are available for inspection in accordance with paragraph 20 of Part X ‘‘Additional Information’’ of this document. The table below sets out the various sections of those documents which are incorporated by reference into the Financial Information on the Company in Part VI of this document and the Operating and Financial Review in Part V of this document so as to provide the information required under the Prospectus Rules and to ensure that Shareholders and others are aware of all information which, according to the particular nature of Coalfield Resources, Nil Paid Rights, Fully Paid Rights and the New Ordinary Shares, is necessary to enable Shareholders and others to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Coalfield Resources and of the rights attaching to the New Ordinary Shares. Page numbers in the reference Reference document Information incorporated by reference document Annual Report and Audited consolidated financial statements for the year ended Accounts for the year 25 December 2010, together with the audit opinion thereon ended 25 December 2010 . Directors Remuneration Report 45-51 . Independent Auditors’ Report 52-53 . Consolidated Income Statement for the year ended 54 25 December 2010 . Balance Sheet at 25 December 2010 56 . Consolidated Statement of Cash Flows for the year 57 ended 25 December 2010 . Notes to the Accounts for the year ended 25 December 58-97 2010

Annual Report and Audited consolidated ﬁnancial statements for the year ended Accounts for the year 31 December 2011, together with the audit opinion thereon ended 31 December 2011 . Directors Remuneration Report 41-47 . Independent Auditors’ Report 48-49 . Consolidated Income Statement for the year ended 50 31 December 2011 . Balance Sheet at 31 December 2011 52 . Consolidated Statement of Cash Flows for the year 53 ended 31 December 2011 . Notes to the Accounts for the year ended 31 December 54-93 2011

Annual Report and Audited consolidated ﬁnancial statements for the year ended Accounts for the year 29 December 2012, together with the audit opinion thereon ended 29 December 2012 . Directors Remuneration Report 26-33 . Independent Auditors’ Report 34-35 . Consolidated Income Statement for the year ended 36 29 December 2012 . Balance Sheet at 29 December 2012 39 . Consolidated Statement of Cash Flows for the year 40 ended 29 December 2012 . Notes to the Accounts for the year ended 29 December 41-84 2012

155 Except as set forth above, no other portion of these documents is incorporated by reference into this document and those portions which are not specifically incorporated by reference into this document are either not relevant for prospective investors or the relevant information is included elsewhere in this document. A copy of each of the documents incorporated by reference into this Prospectus can be accessed on Coalfield Resources’ website at www.coalfieldresources.com. Shareholders, persons with information rights and any other person to whom a copy of this Prospectus has been sent will not automatically be sent a copy of any document incorporated into this Prospectus by reference. Coalfield Resources will, however, upon the written or oral request of any such person, provide without charge a copy of any documents incorporated by reference into this Prospectus. Exhibits to documents incorporated by reference into this Prospectus or documents referred to in documents incorporated by reference into this Prospectus are not incorporated into and do not form part of this Prospectus and, accordingly, will not be provided unless they are specifically incoporated by reference into this Prospectus. Requests for copies of any such documents should be made in writing to: Coalfield Resources plc, Company Secretary, Harworth Park, Blyth Road, Harworth, Doncaster, South Yorkshire, DN11 8DB. or by telephone on: +44 (0) 1302 755 100. In addition copies of the documents incorporated by reference are available for inspection as referred to in paragraph 20 of Part X of this document. Except to the extent expressly set out in this Part XI, neither the content of Coalfield Resources’s website (or any other website) nor the content of any website accessible from hyperlinks of Coalfield Resources’s website (or any other website) is incorporated into, or forms part of, this document. Information that is itself incorporated by reference in the above documents is not incorporated by reference into this document. It should be noted that, except as set forth above, no other part of the above documents is incorporated by reference into this document. Any information which is incorporated by reference in this document shall be modified or superseded for the purposes of this document to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly or by implication).

156 PART XII – DEFINITIONS AND GLOSSARY The following definitions shall apply throughout this document unless the context requires otherwise: ‘‘Acceptance Date’’ the date by which Shareholders entitled to participate in the Rights Issue must exercise their Rights which is expected to be 11 September 2013; ‘‘Acting in Concert’’ has the meaning set out in the City Code; ‘‘Admission’’ admission of the New Ordinary Shares, nil paid, to (i) the standard segment of the Official List and (ii) trading on the main market of the London Stock Exchange becoming effective in accordance with the Listing Rules and the Admission and Disclosure Standards of the London Stock Exchange respectively; ‘‘Articles of Association’’ or the articles of association of Coalfield Resources, details of which are ‘‘Articles’’ set out in paragraph 5 of Part X of this document; ‘‘Admission and Disclosure the requirements contained in the publication ‘‘Admission and Standards’’ Disclosure Standards’’ dated 16 April 2013 containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange’s main market for listed securities; ‘‘Annual Bonus Share Plan the agreement made between the Company and Jonson Cox dated Agreement’’ 4 February 2011 pursuant to which Jonson Cox was granted an award to acquire 1,520,000 Ordinary Shares; ‘‘Award Holder’’ the holder of an Award; ‘‘Awards’’ nil cost options granted pursuant to the LTIP and the conditional share awards granted pursuant to the Share Award Agreement and the Annual Bonus Share Plan Agreement; ‘‘Blenkinsopp Indemnity’’ has the meaning set out at paragraph 12 of Part X of this document; ‘‘Blenkinsopp Scheme’’ has the meaning set out at paragraph 9 of Part X of this document; ‘‘Board’’ or ‘‘Directors’’ the executive directors and non-executive directors of Coalfield Resources whose names appear on page 30 of this document; ‘‘business day’’ a day (excluding Saturdays and Sundays and public holidays in England and Wales) on which banks are generally open for the transaction of normal banking business in the City of London; ‘‘Coalfield Resources the directors (other than Steven Underwood); Independent Directors’’ ‘‘Coalfield Resources Share the LTIP, the Annual Bonus Share Plan Agreement and the Share Incentive Arrangements’’ Award Agreement; ‘‘CCSS’’ the Crest Courier and Sorting Office estabished by Euroclear UK & Ireland to facilitate, amongst oher things, the deposit and withdrawal of securities; ‘‘City Code’’ the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel on Takeovers and Mergers;

‘‘Closing Price’’ the closing, middle market quotation of an Ordinary Share as published in the Daily Ofﬁcial List; ‘‘Committed Shareholders’’ Invesco, Pelham, Goodweather Holdings Limited, Steven Underwood and Jonson Cox; ‘‘Committee’’ the remuneration committee of the Company; ‘‘Companies Act’’ the Companies Act 2006;

157 ‘‘Company’’ or ‘‘Coalfield Coalfield Resources plc; Resources’’ ‘‘Concert Party’’ members of the Peel Group from time to time and Steven Underwood; ‘‘Controlling Interest’’ Controlling Interest as defined in the Propco Shareholders’ Agreement; ‘‘CREST’’ the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of securities in uncertificated form operated by Euroclear in accordance with the CREST Regulations; ‘‘CREST Manual’’ the rules governing the operation of CREST; ‘‘CREST Member’’ a person who has been admitted to Euroclear as a system member (as defined in the CREST Regulations); ‘‘CREST Participant’’ a person who has been admitted to Euroclear as a system participant (as defined in the CREST Regulations); ‘‘CREST Regulations’’ the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as from time to time amended; ‘‘CREST Sponsor’’ has the meaning given in the CREST Manual issued by Euroclear a CREST participant admitted to CREST as a CREST sponsor; ‘‘CREST Sponsored Member’’ a CREST member admitted to CREST as a CREST sponsored member; ‘‘Current Group’’ has the meaning set out at paragraph 1 of Part V of this document; ‘‘Daily Official List’’ the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange; ‘‘Dealing Day’’ a day on which dealings in domestic equity market securities may take place on the London Stock Exchange; ‘‘Disclosure and Transparency the Disclosure and Transparency Rules of the UK Listing Authority; Rules’’ ‘‘EBT’’ Employee Benefit Trust; ‘‘EEA’’ the European Economic Area; ‘‘EEA State’’ a member state of the European Economic Area; ‘‘Enlarged Share Capital’’ the issued ordinary share capital of the Company following completion of the Rights Issue; ‘‘ESMA’’ European Securities amd Market Authority; ‘‘Equiniti’’ Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; ‘‘EU’’ the European Union; ‘‘Euroclear UK & Ireland’’ Euroclear UK & Ireland Limited, the operator of CREST; ‘‘Excluded Territories’’ Australia, Canada, Japan, New Zealand, the Republic of South Africa and the United States and any jurisdiction where the availability of the Rights Issue would breach applicable law and Excluded Territory shall be construed accordingly; ‘‘Existing Ordinary Shares’’ the 299, 298, 160 existing Ordinary Shares in issue as at the date of this document; ‘‘Ex-Rights Date’’ 28 August 2013; ‘‘Facility Agreement’’ has the meaning set out at paragraph 12.2 of Part X of this document; ‘‘Facility’’ has the meaning set out at paragraph 12.2 of Part X of this document;

158 ‘‘FCA’’ the Financial Conduct Authority of the United Kingdom which is authorised under FSMA. References to the FCA include references to the FSA prior to 1 April 2013; ‘‘Former Group’’ the Group, together with the Mining Group and Harworth Estates Group as it existed prior to the Restructuring; ‘‘Form of Proxy’’ the form of proxy accompanying this document for use in connection with the General Meeting; ‘‘FSMA’’ the Financial Services and Markets Act 2000 (as amended); ‘‘Fully Paid Rights’’ rights to acquire New Ordinary Shares, fully paid; ‘‘General Meeting’’ the general meeting of Coalfield Resources to be held in connection with the Rights Issue at the offices of Eversheds LLP, One Wood Street, London, EC2V 7WS on 27 August at 10:00 a.m., the notice of which is incorporated in this document; ‘‘Goodweather Holdings’’ Goodweather Holdings Limited, a subsidiary of Peel Holdings Group Limited; ‘‘Group’’ or ‘‘Coalfield the Company, its subsidiaries and subsidiary undertakings and/or Resources Group’’ (where the context requires) any one or more of them; ‘‘Harworth Estates Group’’ or Harworth Estates Property Group Limited and its subsidiaries; ‘‘Propco Group’’ ‘‘Harworth Estates’’ or Harworth Estates Property Group Limited, a private limited ‘‘HEPGL’’ or ‘‘Propco’’ company incorporated in England and Wales (registered number 08232459) whose registered office is at AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Rotherham, S60 5WG; ‘‘Harworth Power (Generation) a private limited company incorporated in England and Wales Limited’’ (registered number 07896679) whose registered office is at 1030 Centre Park, Slutchers Lane, Warrington, WA1 1QL; ‘‘Harworth Power Limited’’ a private limited company incorporated in England and Wales (registered number 01156908) whose registered office is at Blyth Road, Harworth, Doncaster, South Yorkshire, DN11 8DB; ‘‘HEMPL’’ Harworth Estates Mines Property Limited, a private company incorporated in England and Wales (registered number 08228494) whose registered office is at AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Rotherham, South Yorkshire S60 5WG, a company within the Harworth Estates Group; ‘‘HEPGL’’ Harworth Estates Property Group Limited, a private limited company incorporated in England and Wales (registered number 08232459) whose registered office is at AMP Technology Centre, Advanced Manufacturing Park, Brunel Way, Rotherham, S60 5WG; ‘‘HICL’’ Harworth Insurance Company Limited, a private company incorporated in England and Wales (registered number 03078354) whose registered office is at Pullman Place, Great Western Road, Gloucester, Gloucestershire, GL1 3EA; ‘‘HMRC’’ HM Revenue & Customs; ‘‘IFRS’’ International Financial Reporting Standards as adopted by the European Union; ‘‘IAS 19’’ IAS 19; ‘‘Indemnity Deed’’ has the meaning as set out in paragraph 12.7 of Part X of this document; ‘‘Independent Directors the Directors other than the Related Party Director;

159 ‘‘Independent Shareholders’’ the Shareholders other than Goodweather Holdings Limited and the Related Party Director; ‘‘Invesco’’ Invesco Asset Management Limited; ‘‘Investec’’ Investec Bank plc; ‘‘Investment Company Act’’ the United States Investment Company Act 1940, as amended; ‘‘Investor Representation the investor representation letter in the appropriate form as Letter’’ described at paragraph 8.3 of Part III of this document; ‘‘ISIN’’ International Security Identification Number; ‘‘Issue Price’’ the issue price of 2 (two) pence per New Ordinary Share; ‘‘IWMPS’’ Industry-Wide Mineworkers Pension Scheme; ‘‘Latest Practicable Date’’ the latest practicable date before the posting of this document being 6 August 2013; ‘‘Listing Rules’’ the listing rules made by the UKLA under Part VI of FSMA; ‘‘Lloyds’’ or ‘‘Lender’’ LloydsTSB Bank Plc; ‘‘London Stock Exchange’’ or London Stock Exchange plc; ‘‘LSE’’ ‘‘LTIP’’ UK Coal 2010 Long Term Incentive Plan; ‘‘Mine Holdings EBT’’ the employee benefit trust established for the benefit of certain employees and former employees of the Mining Group and their dependants; ‘‘Mine Holdings’’ UK Coal Mine Holdings Limited, (in administration) (now called Ocanti No. 1 Limited) a private limited company incorporated in England and Wales (registered number 08223111) whose registered office is at Harworth Park, Blyth Road, Harworth, Doncaster, DN11 8DB; ‘‘Mining Group July 2013 the restructuring of the Mining Group which was announced on Restructuring’’ 9 July 2013 as further described at the third to sixth sub-paragraphs of paragraph 2.1.1 of Part I of this document; ‘‘Mining Group Shareholders’ has the meaning set out at paragraph 12.5 of Part X of this document; Agreement’’ ‘‘Mining Group Shareholders’’ the Company and the Mine Holdings EBT; ‘‘Mining Group’’ Mine Holdings and each of its subsidiary undertakings (within the meaning of the Companies Act) prior to the Mining Group July 2013 Restructuring; ‘‘Mining Sub-Group’’ the new sub-group of companies created as part of the Mining Group July 2013 Restructuring; ‘‘Money Laundering the Money Laundering Regulations 2007, as amended from time Regulations’’ to time; ‘‘New Ordinary Shares’’ the new Ordinary Shares to be issued by the Company in accordance with the Rights Issue; ‘‘Nil Paid Rights’’ rights to acquire New Ordinary Shares, nil paid; ‘‘Non-CREST Shareholders’’ Shareholders whose Shares are on the UK Register and are held in certificated form; ‘‘Notice of General Meeting’’ the Notice of General Meeting which forms part of this document; ‘‘Official List’’ the Official List of the FCA;

160 ‘‘Ordinary Shares’’ ordinary shares of one (1) pence each in the capital of the Company and Ordinary Shares shall be construed accordingly; ‘‘Overseas Shareholders’’ Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom; ‘‘Panel’’ the Panel on Takeovers and Mergers; ‘‘PD Regulation’’ Regulation number 809/2004 of the European Commission; ‘‘Peel Group’’ Peel Holdings Group Limited (a company incorporated in the Isle of Man with registered number 6198V) and its subsidiary undertakings (as defined in Section 1162 of the Companies Act) from time to time; ‘‘Peel’’ or ‘‘Peel Holdings’’ Peel Holdings Limited, (a company incorporated in the Isle of Man), Billown Mansion, Ballasalla, Isle of Man, IM9 3DL; ‘‘Peel Directors’’ the directors named in paragraph 10 of Part I of this document; ‘‘Pelham’’ Pelham Capital Management LLP; ‘‘Pension Trustees’’ the Industry – Wide Coal Staff Superannuation Scheme Trustees Limited, as the trustee of the Industry – Wide Coal Staff Superannuation Scheme and the Industry – Wide Mineworkers’ Pension Scheme Trustees Limited, as the trustees of the Industry – Wide Mineworkers’ Pension Scheme; ‘‘Pound Sterling’’ ‘‘sterling’’ or the lawful currency of the United Kingdom; ‘‘£’’ or ‘‘GBP’’, or ‘‘pence’’ or ‘‘p’’ ‘‘PPF’’ the Pension Protection Fund; ‘‘PRA’’ the Prudential Regulatory Authority; ‘‘Propco Articles’’ the articles of association of HEPGL; ‘‘Propco Group Member’’ each company that is a member of the Propco Group; ‘‘Propco Shareholders’ the agreement described at paragraph 12.4 of Part X of this Agreement’’ document as amended pursuant to the deeds of variation dated 31 May 2013 and 9 July 2013; ‘‘Prospectus Directive’’ Directive 2003/71/EC; ‘‘Prospectus Rules’’ the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market; ‘‘Protected Persons the Coal Industry (Protected Persons) Pensions Regulations 1994; Regulations’’ ‘‘Provisional Allotment Letters’’ the renewable provisional allotment letters issued to Qualifying Non- or ‘‘PALs’’ CREST Shareholders; ‘‘Put and Call Option’’ has the meaning set out at paragraph 12.6 of Part X of this document; ‘‘Qualifying CREST Qualifying Shareholders holding Ordinary Shares in uncertificated Shareholder’’ form; ‘‘Qualifying Non-CREST Qualifying Shareholders holding Ordinary Shares in certificated Shareholder’’ form; ‘‘Qualifying Shareholder’’ holders of Ordinary Shares on the Company’s register of members at close of business on the Record Date; ‘‘Qualifying US Investors’’ Qualifying Shareholders that are both ‘‘qualified institutional buyers’’ within the meaning of Rule 144A under the Securities Act and ‘‘qualified purchasers’’ as defined under Section 2(a)(51) of the Investment Company Act;

161 ‘‘Receiving Agent’’ Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; ‘‘Record Date’’ close of business on 22 August 2013; ‘‘Registrar’’ Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; ‘‘Regulation S’’ Regulation S under the Securities Act; ‘‘Regulatory Information a service approved by the FCA under the Listing Rules for the Service’’ distribution to the public Listing Rules for the distribution to the public of announcements in accordance with the Listing Rules; ‘‘Related Party Director’’ Steven Underwood; ‘‘Relationship Agreement’’ the relationship agreement to be entered into between (1) Peel and (2) the Company as described at paragraph 12.11 of Part X of this document; ‘‘Relevant Member State’’ the relevant member state within the European Economic Area; ‘‘Resolutions’’ all the resolutions to be proposed at the General Meeting as set out in the Notice of the General Meeting; ‘‘Restructuring’’ the restructuring of the business formerly carried on by the Company and its group into two separate businesses comprising the Mining Group and the Propco Group which completed on 10 December 2012, as is more particular described in Part III of the circular to the Company’s shareholders dated 18 October 2012; ‘‘Rights’’ the Nil Paid Rights and the Fully Paid Rights; ‘‘Rights Issue’’ the 1 for 1 rights issue announced by the Issuer on 7 August 2013; ‘‘Rights Issue Resolutions’’ resolutions 1 and 2 as set out in the Notice of General Meeting to be considered and if thought ﬁt, passed by Shareholders at the General Meeting; ‘‘Rule 9 Offer’’ a mandatory offer required under Rule 9 of the Takeover Code; ‘‘Rule 9 Waiver’’ the waiver by the Panel of the obligations which would otherwise arise on the Concert Party under Rule 9 of the Takeover Code on completion of the Rights Issue; ‘‘Schemes’’ the Industry-Wide Mineworkers’ Pension Scheme and the Industry – Wide Coal Staff Superannuation Scheme; ‘‘SDRT’’ UK stamp duty reserve tax; ‘‘Securities Act’’ the United States Securities Act of 1933, as amended; ‘‘Senior Manager’’ the senior manager of Coalﬁeld Resources as listed at paragraph 6.1 of Part X of this document; ‘‘Share Award Agreement’’ the agreement made between the Company and Jonson Cox dated 4 February 2011 pursuant to which Jonson Cox was granted an award to acquire 2,800,000 Ordinary Shares; ‘‘Shareholder Commitments’’ the commitments from the Committed Shareholders to subscribe in full for New Ordinary Shares on the basis of the Rights allocated to them; ‘‘Shareholders’’ holders of Ordinary Shares; ‘‘Takeover Code’’ the City Code on Takeovers and Mergers; ‘‘TSR’’ total shareholder return; ‘‘UKCMH’’ UK Coal Mining Holdings Limited, a private company incorporated in England and Wales (registered number 08491366) whose

162 registered office is at Blyth Road, Harworth, Doncaster, South Yorkshire, DN11 8DB; ‘‘UKCML’’ UK Coal Mining Limited, a private company incorporated in England and Wales (registered number 02997374) whose registered office is at Harworth Park, Blyth Road, Harworth, Doncaster, South Yorkshire, DN11 8DB; ‘‘UK Coal Production’’ UK Coal Production Limited, a private limited company incorporated in England and Wales (registered number 08492426) whose registered office is at Harworth Park, Blyth Road, Harworth Doncaster, South Yorkshire, DN11 8DB; ‘‘UKCOL’’ UK Coal Operations Limited (in creditors voluntary liquidation) (now called Ocanti Opco Limited), a private limited company incorporated in England and Wales (registered number 8223192) whose registered office is at Harworth Park, Blyth Road, Harworth, Doncaster, DN11 8DB (being a wholly owned subsidiary of Mine Holdings); ‘‘UK Listing Authority’’ or the Financial Conduct Authority acting in its capacity as the ‘‘UKLA’’ competent authority for the purposes of FSMA; ‘‘uncertificated form’’ recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST; ‘‘Uncertificated Securities the Uncertificated Securities Regulations 2001 (SI 2001/3755); Regulations’’ ‘‘Underwriter’’ Peel Holdings Limited; ‘‘Underwriting Agreement’’ has the meaning set out in Paragraph 5 of Part I; ‘‘Underwritten Shares’’ all 299,298,160 New Ordinary Shares to be alloted and offered for subscription by the Company under the Rights Issue other than the New Ordinary Shares which Goodweather Holdings Limited have irrevocably undertaken to take up pursuant to the Rights Issue; ‘‘United Kingdom’’ or ‘‘UK’’ the United Kingdom of Great Britain and Northern Ireland; ‘‘United States’’ or ‘‘US’’ the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; ‘‘VAT’’ or ‘‘Value Added Tax’’ Value added tax; and ‘‘Whitewash Resolution’’ resolution 3 as set out in the Notice of General Meeting to be considered and if thought fit, passed by Shareholders at the General Meeting relating to Rule 9 of the City Code. All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. In this document, unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

163 NOTICE OF GENERAL MEETING

COALFIELD RESOURCES PLC (Incorporated and registered in England and Wales under number 2649340)

NOTICE OF GENERAL MEETING Notice is hereby given that a General Meeting of Coalfield Resources plc (‘‘the Company’’) will be held at 10.00 a.m. on 27 August 2013 at Eversheds LLP, One Wood Street, London, EC2V 7WS, to consider, and if thought fit to pass, the following resolutions, of which resolutions 1 and 3 will be proposed as ordinary resolutions and resolution 2 will be proposed as a special resolution. Resolution 3 will be taken on a poll of the Independent Shareholders (as defined in the prospectus and circular to Shareholders dated 7 August 2013 of which this notice forms part) (‘‘the Prospectus’’) as required by the City Code. For the avoidance of doubt, capitalised terms used in this Notice shall have the meanings set out herein and capitalised terms not defined herein shall have the meaning given to them in the Prospectus.

Resolution 1: Ordinary Resolution – Authority to allot shares THAT in addition to the authority pursuant to section 551 of the Companies Act 2006 granted at the annual general meeting of the Company held on 24 June 2013 which shall continue in full force and effect, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company up to a maximum nominal amount of £2,992,982 in connection with the Rights Issue (as deﬁned in the Prospectus), provided that such authority shall expire six months after the date of the passing of this resolution, but so that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or such rights to be granted after such expiry, and the Directors may allot such shares and grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

Resolution 2: Special Resolution – Disapplication of pre-emption rights THAT, conditional upon the passing of Resolution 1 set out in this Notice, the Directors of the Company be and are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as deﬁned in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by resolution 1 above, as if section 561(1) of the Companies Act 2006 did not apply to such allotment, provided that this power shall be limited to the allotment for cash of 299,298,160 Ordinary Shares in connection with the Rights Issue (as deﬁned in the Prospectus) and provided that such authority shall expire six months after the date of the passing of this resolution, but so that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or such rights to be granted after such expiry, and the Directors may allot such shares and grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

Resolution 3: Ordinary Resolution – Takeover Panel Rule 9 Waiver THAT the waiver granted by the Panel on Takeovers and Mergers (the ‘‘Panel’’) of the obligation that might otherwise fall on the Concert Party under Rule 9 of the City Code (as deﬁned in the Prospectus) to make a general offer to the Shareholders of the Company for the entire issued and to be issued share capital of the Company, as a result of the allotment and issue of New Ordinary Shares to the Concert Party pursuant to the Rights Issue that may increase the Concert Party’s economic interest in the Company to or above 30 per cent. of the Enlarged Share Capital and, depending on the take up of the Rights Issue, may, pursuant to the Underwriting Agreement, have the effect of increasing the Concert

164 Party’s aggregate economic interest from 29.16% to up to 64.71 per cent. of the Enlarged Share Capital be and is hereby approved by the Independent Shareholders (as deﬁned in the Prospectus).

Current Concert Party shareholding Shareholder Shares held % outstanding Goodweather Holdings 87,234,470 29.15% Steven Underwood 31,369 0.01% Total 87,265,839 29.16%

By order of the Board Theresa Casey Registered Ofﬁce Company Secretary Harworth Park Blyth Road Harworth Doncaster South Yorkshire DN11 8DB 7 August 2013

Incorporated in England and Wales with registered number 2649340

Notes: Entitlement to attend and vote 1. The right to attend and vote at the meeting is determined by reference to the Company’s register of members. Only a member entered in the register of members at 6:00 p.m. on 25 August 2013 (or, if this meeting is adjourned, in the register of members at 6:00 p.m. on the day two days prior to any adjourned meeting) is entitled to attend and vote at the meeting and a member may vote in respect of the number of ordinary shares registered in the member’s name at that time. Changes to the entries in the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Proxies 2. A shareholder of the Company may appoint one or more proxies (who need not be a member of the Company) to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Equiniti, the Company’s Registrar, at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. A shareholder may only appoint a proxy or proxies by: . completing and returning the proxy form enclosed (‘‘Form of Proxy’’); or

165 . if a user of the CREST system (including CREST Personal Members), having an appropriate CREST message transmitted; or . submitting your proxy electronically at www.sharevote.co.uk. You may not use any electronic address provided in this document to communicate with the Company for any purposes other than those expressly stated. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Registrars helpline on 0871 384 2833 or you may photocopy the Form of Proxy enclosed. Calls to this number are charged at 8p per minute plus network extras. Lines are open from 8:30 a.m. to 5:30 p.m., Monday to Friday. Callers from outside the UK should dial +44(0) 121 415 0285. IMPORTANT: In any case your Form of Proxy must be received by the Registrar no later than 10:00 a.m. on 25 August 2013. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer’s agent (ID RA19) by 10:00 a.m. on 25 August 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message. After this time any changes on instruction to a proxy appointed through CREST should be communicated to the proxy by other means. 3. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST Personal Member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual (available via www.euroclear.corn) concerning practical limitations of the CREST system and timings. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual which can be viewed at www.euroclear.com. The Company may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertiﬁed Securities Regulations 2001. 4. Further details of the appointment of proxies are given in the notes to the proxy form enclosed with this pack. 5. As an alternative to completing a hard copy proxy form, you can appoint a proxy or proxies electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on the proxy form). Alternatively, if you have already registered with the Registrar online portfolio service, Shareview, you can submit a proxy form at www.shareview.co.uk. Full instructions are given on both websites. To be valid, your proxy appointment(s) and instructions should reach the Registrar no later than 10:00 on 25 August 2013 or such later time as the Company’s directors may allow.

Corporate representative 6. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not exercise their powers differently in relation to the same shares.

Nominated Persons 7. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ‘‘Nominated Person’’) may have a right, under an agreement between him and the shareholder by whom he was nominated, to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

166 8. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 2 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.

Issued share capital and total voting rights 9. As at 6 August 2013 (being the last practicable date prior to the publication of this Notice) the Company’s issued share capital consisted of 299,298,160 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 6 August 2013 are 299,298,160.

Members’ rights to ask questions 10. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need by given if (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of conﬁdential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Website 11. A copy of this notice, and other information required by s.311A of the Companies Act 2006, can be found at www.coalﬁeldresources.com.

Voting results 12. The results of the voting at the general meeting will be announced through a Regulatory Information Service and will appear on our website, www.coalﬁeldresources.com, on 27 August 2013.

167 RF65942 Printed by Royle Financial Print