Allegiance Coal : Notice of General Meeting/Proxy Form

For personal use only

ACN 149 490 353

Notice of General Meeting

A general meeting of the Company will be held as follows:

Time and date:	10.30am (Sydney time) on Wednesday, 3 August 2022
Location:	Suite 107, 109 Pitt Street Sydney NSW 2000

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to

how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company

Secretary by email on [e-mail].

Shareholders are urged to vote by lodging the Proxy Form

Allegiance Coal Limited

ACN 149 490 353

(Company)

For personal use only

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Allegiance Coal Limited will be held at Suite 107, 109 Pitt Street Sydney NSW 2000 on Wednesday, 3 August 2022 at 10.30am (Sydney time) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 2 August 2022 at 10.30am (Sydney time).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Resolutions

Resolution 1 - Ratification of issue of Convertible Notes

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of the Convertible Notes as follows:

1. 30,700,000 Tranche 1 Convertible Notes; and
2. 12,157,143 Tranche 2 Convertible Notes,

on the terms and conditions in the Explanatory Memorandum.'

Note: Resolution 1(b) will be withdrawn if the Tranche 2 Convertible Notes are not issued before the date of the Meeting.

Resolution 2 - Approval of issue of Tranche 2 Convertible Notes

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 12,157,143 Tranche 2 Convertible Notes on the terms and conditions in the Explanatory Memorandum.'

Note: Resolution 2 will be withdrawn if the Tranche 2 Convertible Notes are issued before the date of the Meeting.

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Resolution 3 - Approval of issue of Director Securities

For personal use only

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of the Director Securities under the Plan as follows:

1. up to 500,000 Options and 500,000 Performance Rights to Paul Vining (or his nominees); and
2. up to 1,000,000 Options and 2,000,000 Performance Rights to Jonathan Romcke (or his nominees),

on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 - Modification of existing Constitution

To consider and, if thought fit, to pass with or without amendment as a special resolution the following:

'That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the constitution of the Company be modified by making the amendments contained in the document tabled at this Meeting and signed by the Chair for the purposes of identification, with effect from the date this resolution is passed.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

1. Resolution 1(a) by or on behalf of a person who participated in the issue of the Tranche 1 Convertible Notes, or any of their respective associates.
2. Resolution 1(b) by or on behalf of a person who participated in the issue of the Tranche 2 Convertible Notes, or any of their respective associates.
3. Resolution 2 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.
4. Resolution 3(a) by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or
5. 1. who is eligible to participate in the Plan, or any of their respective associates.
6. Resolution 3(b) by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or
7. 1. who is eligible to participate in the Plan, or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
2. the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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For personal use only

1. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
2. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

Jonathan Reynolds

Finance Director & Company Secretary

Allegiance Coal Limited

Dated: 1 July 2022

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For personal use only

Allegiance Coal Limited

ACN 149 490 353

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 107, 109 Pitt Street Sydney NSW 2000 on Wednesday, 3 August 2022 at 10.30am (Sydney time).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1(a) and (b) - Ratification of issue of Convertible Notes
Section 4	Resolution 2 - Approval of issue of Tranche 2 Convertible Notes
Section 5	Resolution 3(a) and (b) - Approval of issue of Director Securities
Section 6	Resolution 4 - Modification of existing Constitution
Schedule 1	Definitions
Schedule 2	Summary of terms and conditions of Convertible Notes
Schedule 3	Terms and conditions of Options - Paul Vining
Schedule 4	Terms and conditions of Performance Rights - Paul Vining
Schedule 5	Terms and conditions of Options - Jonathan Romcke
Schedule 6	Terms and conditions of Performance Rights - Jonathan Romcke
Schedule 7	Summary of material terms and conditions of the Plan
Schedule 8	Valuation of Director Securities

A Proxy Form is located at the end of the Explanatory Memorandum.

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