Takeover Offers

Companies Act 20062020-02-112020-02-122020-02-14TSO (The Stationery Office), customer.services@thegazette.co.uk349537162919

TCIG RESOURCES PTE LTD

REGISTERED UNDER THE LAWS OF SINGAPORE WITH THE COMPANY NUMBER 201936289W

OFFER BY TCIG RESOURCES PTE LTD TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF UNIVERSAL COAL PLC NOT ALREADY DIRECTLY OR INDIRECTLY OWNED BY IT

Notice is hereby given, in accordance with section 978(1)(c) of the Companies Act 2006, that:

1. by means of an offer document dated on 11 February 2020 and posted on 12 February 2020 (the "Offer Document"), TCIG Resources Pte Ltd, a wholly owned subsidiary of TerraCom Limited, made an offer to acquire the entire issued and to be issued share capital of Universal Coal plc not directly or indirectly owned by it (the "Offer"); and

2. a copy of the Offer Document relating to the Offer is available on TerraCom Limited's website at www.terracomresources.com.

Under the terms of the Offer, each UNV Shareholder will receive A$10 cents in cash and 0.6026 New TerraCom Shares for each UNV Share held. The Offer values each UNV Share at 33.5 cents and the entire issued and to be issued share capital of UNV at approximately A$175 million on a fully diluted basis.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of UNV Shareholders holding UNV Shares in certificated form, the Form of Acceptance and, in the case of UNV CDI Holders holding UNV CDIs, the CDI Acceptance Form. Terms defined in the Offer Document have the same meaning in this notice.

This notice does not constitute, and must not be construed as, an offer. UNV Shareholders who accept the Offer may rely only on the Offer Document, the Form of Acceptance and, in the case of UNV CDI Holders who hold UNV CDIs, the CDI Acceptance Form, for all the terms and conditions of the Offer.

The Offer is not being, and will not be, made directly or indirectly, in or into any Restricted Jurisdiction or, subject to certain exceptions, the United States, and will not be capable of acceptance from within any Restricted Jurisdiction or, subject to certain exceptions, the United States. Accordingly, copies of the Offer Document and the Form of Acceptance or CDI Acceptance Form (as applicable) are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or the United States. In addition persons receiving the Offer Document and the Form of Acceptance or CDI Acceptance Form (as applicable) (including, without limitation, any agent, nominee, custodian or trustee) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this document and/or any other related document to a jurisdiction outside Australia should seek appropriate professional advice before any action and inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute this document and/or any other related document in, into or from any Restricted Jurisdiction or the United States. Doing so may render any purported acceptance of the Offer invalid. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

The Offer is not being made to UNV Shareholders whose address as shown in the register of member of UNV is in the United Kingdom unless they are a "qualified investor" within the meaning of Article 2(e) of Regulation (EU) 2017/1129. UNV Shareholders who are "qualified investors" within the meaning of Article 2(3) of Regulation (EU) 2017/1129 should contact the UK Receiving Agent +44 (0)371 664 0321 between 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) for further information on how to accept the Offer.

Any UNV Shareholder who is in any doubt about the Offer or what action he/she should take, is recommended to seek his/her own personal financial advice immediately from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser, who is an appropriately authorised independent financial adviser.

The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be despatched. If you are a UNV Shareholder, you may request a hard copy of the Offer Document and the Form of Acceptance by contacting the UK Receiving Agent, Link Asset Services, on +44 (0)371 664 0321 between 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). If you are a UNV CDI Holder, you may request a hard copy of the Offer Document and the CDI Acceptance Form by contacting the Australia Receiving Agent, Link Market Services Australia on +61 1300 330 255 between 8.30 a.m. to 5.30 p.m. (Sydney time) Monday to Friday (excluding Australia public holiday).

TCIG Resources Pte Ltd

12 February 2020