Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

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Strictly private and confidential Information Memorandum, Pre-IPO Capital Raising 01 February 2011 LontohCoal Limited (Incorporated in the Republic of South Africa) {Registration number 2008/016272/06}

Transcript of Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Page 1: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Strictly private and confidential

Information Memorandum, Pre-IPO Capital Raising01 February 2011

LontohCoal Limited(Incorporated in the Republic of South Africa)

{Registration number 2008/016272/06}

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Important Notice and Disclaimer

Certain statements made in this presentation, including, without limitation, those concerningthe economic outlook for the coal mining industry, expectations regarding coal prices,production, production costs and other operating results, growth prospects and the outlookof LontohCoal‟s operations including the completion and commencement of commercialoperations of certain of LontohCoal‟s exploration and production projects, and its capitalresources and expenditure are forward‐looking.

Although LontohCoal believes that the expectations reflected in such forward‐lookingstatements are reasonable, no assurance can be given that such expectations will prove tohave been correct. Accordingly, results could differ materially from those set out in theforward‐looking statements as a result of, among other factors, changes in economic andmarket conditions, success of business and operating initiatives, changes in the regulatoryenvironment and other government actions, fluctuations in coal prices and exchange rates,and business and operational risk management. LontohCoal undertakes no obligation toupdate publicly or release any revisions to these forward‐looking statements to reflectevents or circumstances after today‟s date or to reflect the occurrence of unanticipatedevents.

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Legal Notices

• South AfricaThe Company has represented and agreed that it has not offered and will not offer the ordinary sharesdescribed in this Information Memorandum to the public in South Africa (as defined in, and in accordance withthe terms of, Chapter VI of the South African Companies Act, 1973 (as amended)). Accordingly, such ordinaryshares may not be handed on, surrendered to, renounced in favor of or assigned to any person in South Africain any manner which could be construed as an offer to the public in terms of Chapter VI of the Companies Act,1973 (as amended).

The Offer described this Information Memorandum (the “Offer”) has not been registered with the South AfricanRegistrar of Companies, and there is no requirement to do so.

• United KingdomThe Company has represented and agreed that: (a) it has only communicated or caused to be communicated,and will only communicate or cause to be communicated, an invitation or inducement to engage in investmentactivity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) to personswho have professional experience in matters relating to investments falling within Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21(1) ofthe FSMA does not apply to us; and (b) it has complied with, and will comply with, all applicable provisions ofthe FSMA with respect to anything done by it in relation to the ordinary shares in, from or otherwise involvingthe United Kingdom.

• New ZealandThis Information Memorandum supplement has not been prepared or registered in accordance with the SharesAct 1978 of New Zealand. Accordingly, each underwriter has represented and agreed that it (i) has not offeredor sold, and will not offer or sell, directly or indirectly, ordinary shares and (ii) has not distributed and will notdistribute, directly or indirectly, any offer materials or advertisements in relation to any offer of ordinaryshares, in each case in New Zealand, other than (a) to persons whose principal business is the investment ofmoney or who, in the course of and for the purpose of their business, habitually invest money or (b) in othercircumstances where there is no contravention of the Shares Act 1978 of New Zealand (or any statutorymodification or re-enactment, or statutory substitution for, the shares legislation of New Zealand).

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Legal Notices

• Australia

This document does not constitute a Offering Memorandum or other disclosure document under theCorporations Act 2001 (the “Corporations Act”) and does not include the information required for a disclosuredocument under the Corporations Act. This document has not been lodged with the Australian Shares andInvestments Commission (“ASIC”) and no steps have been taken to lodge it with ASIC. Any offer in Australia ofthe ordinary shares under this Information Memorandum may only be made to persons who come within one ofthe categories set out in sections 708(8) and 708(11) of the Corporations Act, or otherwise pursuant to one ormore exemptions in section 708 of the Corporations Act so that it is lawful to offer the ordinary shares withoutdisclosure to investors under Part 6D.2 of the Corporations Act (collectively referred to as “Sophisticated andProfessional Investors”). As no formal disclosure document (such as a Offering Memorandum) will be lodgedwith ASIC, the ordinary shares will only be offered and issued in Australia to one of the categories ofSophisticated or Professional Investors. If a person to whom ordinary shares are issued (called an “Investor”)on-sells the ordinary shares in Australia within 12 months from their issue, the Investor may need to lodge aOffering Memorandum with ASIC unless that sale is to another Sophisticated or Professional Investor orotherwise in reliance on a Offering Memorandum disclosure exemption under the Corporations Act. Any personacquiring ordinary shares should observe such Australian on-sale restrictions.

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Legal Notices

• European Economic Area Member StatesIn relation to each Member State of the EEA which has implemented the Offering Memorandum Directive (each,a “Relevant Member State”), an offer to the public of any ordinary shares may not be made in that RelevantMember State except that an offer to the public in that Relevant Member State of any ordinary shares may bemade at any time under the following exemptions under the Offering Memorandum Directive, if they have beenimplemented in that Relevant Member State: (a) to legal entities which are authorized or regulated to operatein the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest inshares; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during thelast financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of morethan €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100 natural or legalpersons (other than qualified investors as defined in the Offering Memorandum Directive) subject to obtainingthe prior consent of the representatives of any such offering; or (d) in any other circumstances which do notrequire the publication by the Issuer of a Offering Memorandum pursuant to Article 3 of the OfferingMemorandum Directive.

For the purposes of this provision, the expression an “offer of ordinary shares to the public” in relation to anyordinary shares in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the ordinary shares to be offered so as to enable aninvestor to decide to purchase or subscribe for the ordinary shares, as the same may be varied in that RelevantMember State by any measure implementing the Offering Memorandum Directive in that Relevant MemberState and the expression Offering Memorandum Directive means Directive 2003/71/EC and includes anyrelevant implementing measure in each Relevant Member State.

• JapanThe ordinary shares have not been and will not be registered under the Shares and Exchange Law of Japan (the“Shares and Exchange Law”) and each underwriter has agreed that it will not offer or sell any shares, directlyor indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means anyperson resident in Japan, including any corporation or other entity organized under the laws of Japan), or toothers for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to anexemption from the registration requirements of, and otherwise in compliance with, the Shares and ExchangeLaw and any other applicable laws, regulations and ministerial guidelines of Japan.

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Legal Notices

• Hong KongThe ordinary shares may not be offered or sold by means of any document, other than (i) in circumstances which do notconstitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to“professional investors” within the meaning of the Shares and Futures Ordinance (Cap. 571, Laws of Hong Kong) and anyrules made thereunder or (iii) in other circumstances which do not result in the document being a “Offering Memorandum”within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation ordocument relating to the ordinary shares may be issued or may be in the possession of any person for the purpose ofissue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to beaccessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than withrespect to ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to“professional investors” within the meaning of the Shares and Futures Ordinance (Cap. 571, Laws of Hong Kong) and anyrules made thereunder.

• SingaporeThis Information Memorandum has not been registered as a Offering Memorandum with the Monetary Authority ofSingapore. Accordingly, this Information Memorandum and any other document or material in connection with the offer orsale, or invitation for subscription or purchase, of the ordinary shares may not be circulated or distributed nor may theordinary share be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly orindirectly, to persons in Singapore other than: (i) to an institutional investor under Section 274 of the Shares and FuturesAct, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and inaccordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance withthe conditions of, any other applicable provision ofthe SFA.

Where the ordinary shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation(which is not an accredited investor) the sole business of which is to hold investments and the entire share capital ofwhich is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee isnot an accredited investor) whose sole purpose is to hold investments and each beneficiary of which is an accreditedinvestor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries‟ rights andinterest in that trust shall not be transferable for six months after that corporation or that trust has acquired the ordinaryshares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, orany person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2)where no consideration is given for the transfer; or (3) by operation of law.

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Offer Overview and Important Dates

This Information Memorandum has been prepared and issued to provide qualifying investors with information

relating to an offer to subscribe for 60 000 000 LontohCoal ordinary shares at an issue price of US$0.50 per LontohCoal

ordinary share in terms of a Private Placement.

Opening date of the Private Placement at 08:00 on Tuesday, 01 February 2011

Closing date of the Private Placement at 17:00 on Tuesday, 15 March 2011

Applicants’ notification of success/failure of application Tuesday, 22 March 2011

Posting of Share Certificates and refund of surplus Tuesday, 29 March 2010

Minimum number of Ordinary Shares per Applicant 40 000

Price per Ordinary Share US$0.50

Minimum subscription payment per Applicant US$20 000

These dates are indicative only. The Company reserves the right to vary the Closing Date of the private placement of

ordinary shares completed herein, which may have a consequential effect on other dates. As such, the date the Shares

are expected to commence trading on Hong Kong Stock Exchange („HKEx‟) may vary with any change in the Closing

Date.

This Information Memorandum constitutes an offering of the shares described herein only in those Jurisdictions and to

those persons where and to whom they may be lawfully offered for sale, and therein only by persons permitted to sell

such shares. This South African Information Memorandum is not, and under no circumstances is to be construed as, an

advertisement or a public offering of the shares referred to in this document in South Africa. The Registrar of Companies

or similar authority in South Africa has not reviewed or in any way passed upon this Information Memorandum or the

merits of the shares described herein and any representation to the contrary is an offence.

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Offer Overview and Share Capital Structure

Offer Price per Share US$0.50

Shares on issue prior to this Offer 175,000,000

Number of shares to be offered under this Offer: Maximum Aggregate Subscription 60,000,000 Minimum Aggregate Subscription 30,000,000

Total Shares in issue after the Issue and Allotment of Shares pursuant to the Offer

Maximum Aggregate Subscription 235,000,000 Minimum Aggregate Subscription 205,000,000

Market Capitalisation of the Company at Offer Price: Maximum Subscription US$117,500,000 Minimum Subscription US$102,500,000

Additional shares to be issued at IPO on HKEx*:

Number of New Shares at IPO 100,000,000 Projected Offer Price per Share at IPO HK$35.00 Targeted Capital Raising at IPO HK$3, 500,000 (US$500 million)

*Application will be made within 3 months of the date of the Offer to the Hong Kong Stock Exchange (HKEx) for the Shares issuedpursuant to the Offer, as well as all other issued Shares in the Company, to be granted Official Quotation by the HKEx. The fact that theHKEx may Admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Company or of theShares now offered for subscription. Quotation, if granted, of the Shares offered by the Offer will commence as soon as practicable after thelodging of relevant statements to HKEx Listings Committee. The HKEx takes no responsibility for the contents of the Offer including theexperts‟ reports which it contains.

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Company Overview & Summary

LontohCoal is a mining and development company with a portfolio of anthracite,coking and thermal coal assets in South Africa and Zimbabwe, comprising:

100% interest in an anthracite coal mine in Piet Retief with current production of 50ktpm with mineable reserves and resources of 20 million tons,

100% interest in an anthracite deposit in Vryheid with proven reserves of 33 million tons,

100% interest in a thermal coal deposit at Lephalale (Waterberg coalfield) with 648 million tons, and

51% interest in high quality coking and thermal coal deposit at Lubimbi coalfield in Zimbabwe with 400 million tons proven reserves and 977 million tons inferred resource (open cast) and a further 6.249 billion tons inferred resource (underground).

First revenue expected Q1-2011 from Kwasa Anthracite Colliery in Piet Retief, with estimated monthly EBIDTA of ZAR25 million by Q2-2011;

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Access to strategic infrastructure for coal mining and exports, managed by

wholly owned subsidiary; Lontoh Logistics (Pty) Ltd.:

Rail (negotiations in advanced stages for dedicated toll on NRZ & CFM rail networks)

Road

Port (negotiations in advanced stages to acquire a significant equity interest in a Port Concessionaire in Maputo)

Water

Power

Negotiations with potential domestic and overseas off‐take partners

ongoing;

IPO on the Hong Kong Stock Exchange planned for Q2-2011 and Q3-2011,

followed by secondary listing on JSE Securities Exchange in Q3-2011.

Company Overview & Summary

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Board of Directors

• A qualified electrical engineer with over thirty years experience ascompany director and board chairman in diverse industries such asmining, electronics, heavy industries and commodity trading.

Elisante E. Muro

(Chairman, non-executive)

• An investment banking professional with 15 years experience ascompany director. Has extensive expertise in business development,project finance, business start-ups and commodity trading. In the lasteight years he initiated, developed and raised capital for mining andexploration projects across the platinum, gold, coal and iron oresectors.

Tshepo Kgadima

(President & CEO)

• A qualified mining engineer with 20 years experience across mineralsectors, i.e. coal, diamonds, gold, manganese and iron ore. Hasextensive experience in mine development, shaft sinking, opencastand underground mining as well as mineral processing.

Phillip T. Xaba

(Vice President: Operations)

• An experienced director of non-profit organisations and commercialcompanies in East Africa, West Africa and South Africa, with particularexpertise in corporate governance.

Samuel O. Misiani

(Independent non-executive)

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Mining & Exploration Portfolio

South Africa Zimbabwe

Hlobane View Colliery, Vryheid

Total Resource – 66 MtMineable Reserves – 33 Mt

Lubimbi Coking & Thermal Coal Project

400Mt – Proven Reserves, Opencast977Mt – Inferred Resource, Opencast

6.249bn tonnes - Inferred Resource , Underground

51%100% Lephalale Thermal Coal Project

648Mt Inferred Resource

LontohCoal Limited

100%

Kwasa Anthracite Colliery, Piet Retief

4.8Mt Mineable Reserves 16.9Mt Indicated

Resource

100%

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Resources & Reserves (SAMREC compliant)

Project name Locality Coalfield ResourceCategory (SAMREC)

ResourceCategory(SAMREC)

ResourceCategory(SAMREC)

Lubimbi Coking & Thermal Coal Project

Zimbabwe Lubimbi Inferred Indicated Measured

Opencast 977 MT 400 MT

Underground 6 249 MT

Lephalale Thermal Project

South Africa Waterberg 648 MT

Kwasa Anthracite Colliery, Piet Retief

South Africa Kwa-Zulu Natal

16.9 MT 4.8 MT

Hlobane View Colliery, Vryheid

South Africa Kwa-ZuluNatal

33 MT

Total 7 894 MT 437.8 MT

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Share Capital Structure

LontohCoalLimited

Founders & Management

Vendors Pre-IPO Investors

Broad-Based Black Economic

Empowerment Investors

35% 24% 30% 11%

Share capital structure:(Post Capital Raising, Pre-IPO)

Authorised Share Capital – 500 million shares

Issued Share Capital – 235 million shares

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South Africa

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Hlobane View Colliery, Stockpile, RBCT Rail Line, Front Portal and Dundas Seam

2.2 meters

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Hlobane View Colliery

Situated in Vryheid, KwaZulu-Natal;

Measuring 900 hectares in extent;

New Order Mining Right pending;

Coking coal: Total resource of 6.3 Mt and 3.3 Mt of Immediately Available

Reserves (“IAR”);

Anthracite coal: 54 Mt indicated resource and 30 Mt of IAR:

1st production targeted for May 2011

1.2 Mt per annum production estimated from 2012 to 2015

1.8 Mt per annum estimated for 5 years thereafter

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Vryheid Geology and Coal Quality

Geology:The Vryheid Coalfield forms part of three major coalfields found in Kwa-Zulu Natal, and one of 19 coalfieldsfound in the Karoo Sequence of South Africa.

The Vryheid Coalfield covers an area of approximately 2,500 km2 of which approximately 15% is underlain bycoal seams (Bell and Spurr, 1996). The stratigraphy of the Vryheid coalfield is composed of the basal DwykaGroup (glaciogenic sediments) which is, in turn, succeeded by sediments of the Ecca and Beaufort Groups.

The seams within the Vryheid Coalfield are developed within a coal zone found in the Vryheid formation of theEcca Group. The following seams occur within the Coal zone: the Fritz seam, Alfred seam, Gus seam, Dundasseam, and Coking seam, all of which have been examined carefully through the various phases of explorationon site, the Company has since determined that the Fritz and Dundas seams are too narrow for commercialexploitation.

Coal Quality:In the Vryheid Coalfield of KwaZulu-Natal, the Coking Seam is high-grade bright coal with excellent cokingproperties at medium rank and commonly contains very low ash of between seven and eight per cent (Bell andSpurr11). The Lower Dundas Seam is mined as coking or steam coal in the Vryheid Coalfield (Bell andSpurr11). Good quality coke has been produced from the Gus Seam in the Vryheid Coalfield where it isunaffected by dolerite intrusions and high quality anthracite where the seam has been metamorphosed (Belland Spur11). The Alfred Seam (Vryheid Coalfield) is of low grade with average CV of 26–27 MJ/kg, ash contentof 16–35% and poor coking properties. The Fritz Seam is generally of fairly high grade but high sulphur content(Bell and Spurr11) and is usually mined together with other seams in opencast operations.

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Hlobane View CollieryTechnical Summary, Mineable Reserves & Mining Method

Hlobane View Colliery is located 11 km East of the town of Vryheid in KwaZulu-Natal

The mineable reserve tons by seam:

Alfred seam – 16.4Mt

Upper Dundas seam – 10.3Mt

Lower Dundas seam – 28Mt

Coking seam – 6.3Mt

The primary sales production is earmarked for the export market

Target Production of 100ktpm by Oct‟ 2011

Mining Method: Mechanised Bord and Pillar

Z-Seam: Coal cutters, gathering arm loaders, shuttle cars (avgheight of 3 m)

L & U Dundas: Coal cutters and battery scoops (avg height of 2.1 m)

Plant design

40 mm top-size (cyclone only)

Middlings fraction required

2-stage Processing Plant with 200 ton/hour RoM tons capacity

Processing Plant to be commissioned by May 2011

Alfred Seam Qualities, (sized & washed)

Sizing 40 x18 mm 18 x 6 mm 6 x 0 mm

I.M.% 2.0 2.0 2.0

Ash% 14.0 14.0 14.8

V.M.% 7.5 7.5 7.5

F.C.% 76.5 76.5 76.5

Sulphur % 0.70 0.70 0.70

C.V. MJ/kg 29.55 29.55 29.15

P in Coal% 0.073 0.073 0.073

Lower & Upper Dundas Seam Qualities, (sized & washed)

Sizing 40 x18 mm 18 x 6 mm 6 x 0 mm

I.M.% 2.8 2.8 2.8

Ash% 11.0 11.0 11.0

V.M.% 6.0 6.0 6.0

F.C.% 80.2 80.2 80.2

Sulphur % 1.15 1.15 1.15

C.V. MJ/kg 30.75 30.75 30.75

P in Coal% 0.010 0.010 0.010

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General Stratigraphy of Kwa-Zulu Natal Coal Seam

Code Annotation Lithology Thickness(m)

DO Dolerite

SD Sandstone

GS Guss Seam 0.3

SD Sandstone 12

SH-SD Shale/Sandstone

UD Upper Dundas Seam 1

SD-SH Sandstone/Shale 6

LD Lower Dundas 2-3.5

SD Sandstone Medium grained 25

CS/ALF Coking Seam 1.2

SD Floating Sandstone

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Kwasa Anthracite Colliery, (Front Portal, Addits, Alfred Seam & ROM)

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Kwasa Anthracite Colliery

Located 30 km North East of Piet Retief, Mpumalanga;

Formation of Coal is associated with Graben structure due to rifting and

down warping;

Anthracite formed as a result of regional heat and pressure associated with

rifting;

Alfred , Dundas and Guss are Economically Mineable Seams;

Mining is within remainder of Goedehoop 16HT divided into West and East

block by dolerite sill.

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Seam Year Jan Feb Mar April May June July Aug Sept Oct Nov Dec Total

Alfred (Tons) 2010 0 0 0 0 0 0 0 0 40,000 40,000 40,000 30,000 150,000

Dundas (Tons) 0 0 0 0 0 0 0 0 0 0 0 0 0

Total 0 0 0 0 0 0 0 40,000 40,000 4,000 30,000 150,000

Alfred (Tons) 2011 30,000 30,000 30,000 45,000 45,000 45,000 45,000 45,000 45,000 45,000 45,000 30,000 480,000

Dundas (Tons) 0 30,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 40,000 520,000

Total 30,000 60,000 80,000 95,000 95,000 95,000 95,000 95,000 95,000 95,000 95,000 70,000 1,000,000

Alfred (Tons) 2012 30,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 50,000 580,000

Dundas (Tons) 40,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 645,000

Total 70,000 105,000 105,000 105,000 105,000 105,000 105,000 105,000 105,000 105,000 105,000 105,000 1,225,000

Alfred (Tons) 2013 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 720,000

Dundas (Tons) 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 720,000

Total 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 120,000 1,440,000

Alfred (Tons) 2014 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 720,000

Dundas (Tons) 80,000 80,000 80,000 80,000 80,000 80,000 80,000 80,000 80,000 80,000 80,000 80,000 960,000

Total 140,000 140,000 140,000 140,000 140,000 140,000 140,000 140,000 140,000 140,000 140,000 140,000 1,680,000

Kwasa Anthracite Colliery, Piet RetiefProduction Schedule

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Zimbabwe

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Lubimbi Coking & Thermal Coal Project,(Exploration Drilling, Drill Cores, Outcrop & Railway Siding)

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Lubimbi Coking and Thermal Coal Project

High quality thermal and coking coal property measuring 16,545 hectares in

extent;

Newly issued 3-year Special Grant (SG4977) for coal and coal-bed methane

(CBM) exploration;

Phase 1 of exploration drilling completed in August 2010;

Resources (SAMREC/JORC compliant):

400 million tons of measured reserves, opencast, on Block 5 of the concession,

measuring 850 hectares

977 million tons of inferred resource, opencast,

6.249 billion tons of inferred resource, underground

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Lubimbi Coking & Thermal Coal ProjectInferred and Measured Resources (SAMREC compliant)

The Lubimbi Coal and Gas deposit is located 20 km NE of Gwai River hotel on Lubimbi road in an easily accessible area served by national road, rail and electricity network.

Rail:

The railway from Hwange to Bulawayo passes through the western part of the Lubimbi coal and gas deposit.

Roads:

The tarred national road from Bulawayo to Victoria Falls passes across the southern part of the Lubimbi coal & gas deposit.

Electricity:

The 330kV power line to the Midlands passes through the Lubimbi coal & gas deposit as well as 33kV power lines ensuring availability of electricity when required.

Water:

A water will be sourced from the Shangani River as well as from underground.

Coking (20%) and Thermal (80%) Resources for Lubimbi

Resource Block PayzoneThickness (m)

Area (m2) Payzone Reserves

Block I (inferred) 15.66 805,900 18,930,591

Block II (inferred) 26.74 2,562,453 102,779,990

Block III (inferred) 20.42 14,455,396 442,768,780

Block IV (inferred) 26.71 10,290,158 412,275,180

Block V (measured) 28.95 8,544,324 400,00,000

Underground (inferred) 34.62 120,323,213 6,249,000,000

Total 25.51 156,981,444 7,494,000,000

Lubimbi Average Coal Qualities, (based on washed samples)

Specific Gravity

CV (Mj/kg) Moisture (%)

Ash(%)

Volatiles (%)

P (%) S (%)

Washing at 1.4

29.4-32.5 3.0-8.0 9.6-15 24.6-28.0 0.015-0.05 0.08-1.17

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Locality Map

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Geological Map

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Google map of Lubimbi Project

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Lubimbi Project Location

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Schematic Columnar Sections & LithostratigraphicCorrelation of Zimbabwe Coalfields

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Geotechnical Consultants

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SNC Lavalin Group - Scoping & Feasibility Study (to be completed by end of March 2011)

Mine Power Plant (250MW)

Coke Batteries

Coal-to-Liquids (CTL), 25,000 Barrels per Day Plant

Rail Siding, Rail Network & Rolling Stock

Port Access & Infrastructure

Ox Drilling – Exploration drilling (phase 1 completed on 30 August 2010)

Coffey Mining – Competent Persons Report (to be completed by end of March 2011)

Clearcut Diamonds Operations

Mining Contractor for Lubimbi Colliery (mining development to start end of March 2011)

Coal Washing Plants at Kwasa Anthracite Colliery and Lubimbi Colliery (commissioning: June 2011)

Professional Consultants

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Transaction Overview

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Funding Requirements

LontohCoal‟s strategy is two-fold:

Organic growth through theactive development of itsprime properties; and

Growth via consolidation ofkey properties.

In the order of priority,LontohCoal‟s immediateobjectives are as follows:

Raise Capex and Opex forKwasa Colliery

Begin the development ofLubimbi Coal & Gas Project.

LontohCoal is looking for theright strategic/financialpartners to assist thecompany in achievingimplementing theabovementioned strategy.

1

LontohCoal

Status

• Anthracite Coal• Underground Mining• Reserves: 5Mt• Resources: 16Mt• LoM: 15 years• Production Target:

100ktpm by Q4, 2010,

• Acquired 100% for cash and shares

• Capex & Opex estimated at ZAR110 Mil

Kwasa Anthracite Colliery

• Coking & Thermal Coal

• Open pit & Underground

• Production Target: 5Mtpa by 2012

• LoM: 30 years• Drilling Completed

Lubimbi C & T Project

Exploration Targets

• Lephalale 221LQ(>648 Mt in situ thermal/ coking in the Waterberg, 10km north of GrootegelukMine of Exarro)

PHASE 1 PHASE 2

Description

• Pre-Feasibility completed

• US$39 M required to develop mine to producing stage

• Construction period and Ramp up: 12 months

• Consolidation

Page 37: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

South AfricaProposed Transaction Structure

Transaction StructureObjective To create a strong SA coal

junior producer with assetsthroughout Southern Africa

To leverage potentialsynergies and become aconsolidator via acquisitions

Use of Proceeds To raise up to ZAR110 million

for phase 1 and 2

• Phase 1

Fund ZAR98 million Capex &Opex at Kwasa AnthraciteColliery to achieve 105ktpmROM Production by May2011

• Phase 2

ZAR5 million for furtherexploration drilling at KwasaAnthracite Colliery

ZAR7 million for explorationdrilling at Lephalale Thermalproject

1

Equity Capital raised through LontohCoal

Kwasa Anthracite Colliery and Lephalale Project

Offtake Agreements & Operational Cash flows

• LontohCoal requires ZAR110 Million for Phases 1 and 2 and is looking forboth financial and strategic partners

• For strategic partners, LontohCoal is willing to consider entering into off-take arrangements at Hlobane View Colliery and other assets

• Given LontohCoal‟s mission to be a black-controlled company and theassociated benefits from a South African perspective, the existingshareholders of LontohCoal will need to hold a minimum of 26% of theequity and voting rights of the company

Page 38: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

ZimbabweProposed Transaction Summary

Transaction StructureObjective To create a sub-Saharan

Africa coking and thermal coal mining champion focused on Zimbabwe‟s premier coalfields

Use of Proceeds US$2.5 million for phase 1

and an additional $36 millionfor phase 2.

Phase 1

$2.5 million in has beenspent for exploration drilling& pre-feasibility

Phase 2

$36 million to take Lubimbimine development withtargeted production of300ktpm in Q3 of 2011

1

Zim & RSA Vendors & Founders

LontohCoal

New Investor(s)>51%

LontohCoal requires $39 million for Phases 2

Under Phase I, LontohCoal will spend US$2.5M from new investor(s) andsimultaneously exercise its options over Lubimbi property for acombination of cash and equity interest in LontohCoal on a post moneybasis

In Phase II (which occurs immediately after phase I), the remainingUS$36 is injected by the new investor(s) into LontohCoal and the othershareholders dilute on a pro rata basis

For strategic partners, LontohCoal is willing to consider entering into off-take arrangements

Page 39: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Use of Proceeds Expansion & Development Program

KWASA ANTHRACITE COLLIERY ZAR US$

Processing Plant R 60,000,000 $8,000,000

Power Supply (1 MVA) R 13,000,000 $1,733,333

Road Repair and Upgrade R 8,000,000 $1,066,667

Water Supply and Reticulation R 5,000,000 $666,667

Earthworks and Civils R 12,000,000 $1,600,000

Sub Total R 98,000,000 $13,066,667

LUBIMBI COKING & THERMALPROJECT

Earthworks and Civils R 4,000,000 $533,333

Surface Layout and Infrastructure R 10,000,000 $1,333,333

Pollution Control and Slurry Dams R 15,000,000 $2,000,000

Road Repair and Upgrade R 15,000,000 $2,000,000

Power Supply (6 MVA) R 25,000,000 $3,333,333

Water Supply and Reticulation R 20,000,000 $2,666,667

Processing Plant and Laboratory R 90,000,000 $12,000,000

Cables and Sub-Stations R 5,000,000 $666,667

Weighbridge and Accessories R 10,000,000 $1,333,333

Dete Railway Siding Upgrade R 40,000,000 $5,333,333

Conveyor Belts R 35,000,000 $4,666,667

Sub Total R 269,000,000 $35,866,667

GEOTECHNICAL CONSULTANTS ZAR US$

Ox Drilling Exploration R 5,250,000 $700,000

Hwange Laboratory R 420,000 $56,000

Noko Laboratory R 950,000 $126,667

Coffey Mining R 3,000,000 $400,000

Total Station Survey R 900,000 $120,000

Environmental Management Report R 900,000 $120,000

Mining Lease Application R 375,000 $50,000

SNC-Lavalin R 3,000,000 $400,000

Promet MEI Engineers R 2,000,000 $266,667

Barberry Group R 2,000,000 $266,667

Sub-Total R 18,795,000 $2,506,000

GRAND TOTAL R 385,795,000 $51,439,334

Page 40: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Anthracite Coal Coking Coal Thermal Coal

Resources (inferred and indicated) 66 million tons 1.4 billion tons 5.7 billion tons

Reserves (measured and proven) 20 million tons 80 million tons 320 million tons

ROM Production per year 1 million tons 2 million tons 4 million tons

Geological Loss @ 10% 100,000 tons 200, 000 tons 400,000 tons

Recovery @ 90% 900,000 tons 1.8 million tons 3,6 million tons

Saleable Tons after Processing @ 75% yield for Anthracite, Coking and 80% yield for Thermal 675,000 tons 1,350, 000 tons 3, 200, 000 tons

Mine Cost per Saleable Ton ZAR200.00 ZAR167.00 ZAR140.00

Processing Cost per Saleable Ton ZAR38.50 ZAR44.50 ZAR38.00

Logistics per Ton (Road, Loading, Rail, & Port) ZAR286.00 ZAR519.00 ZAR245.00

Total FOB Cost per Saleable Ton ZAR524.50 ZAR730.50 ZAR433.00

Projected FOB Sale Price per Ton ZAR862.50 ZAR1,275.00 ZAR525.00

Operating Margin per Ton ZAR338.00 ZAR544.50 ZAR92.00

Economic Highlights

Key Assumptions

Rand Dollar Exchange: USD:ZAR 7.00

Long-Term Average Price of Anthracite: USD 130/ton

Long-Term Average Price of Coking Coal: USD 190/ton

Long-Term Average Price of Thermal Coal: USD 75/ton

Matola Coal Terminal in Mozambique is preferred port of

access for coal exports from both Piet Retief & Lubimbi

Thermal Coal will be supplied to the proposed Lubimbi

Power Plant

Page 41: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Investment Highlights

Results:

Current

D/(D+E) 0.00%

Equity Beta 104.00%

Cost of Equity 15.32%

After Tax Debt Interest 0.00%

WACC 15.32%

Recommended Debt: 0.00%

Return Analysis

Valuation Date January-2011

Discount Rate NPV Rate

Under Agreement

[R'000] 1,632,775 15.3%

Post Agreement [R'000] - 15.3%

Total ['R'000] 1,632,775

IRR Post tax Pre- Tax

Under Agreement [%] 129.5% 117.5%

For All Periods [%] 129.5% 117.5%

Other Inputs

Annualised Inflation 5.00%

Cost Escalation 5.00%

Dollar Exchange rate 7.00

Tax Rate 28.00%

Page 42: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Investment Highlights

-

1,000,000

2,000,000

3,000,000

4,000,000

5,000,000

6,000,000

7,000,000

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

$'000Cash Waterfall

Distributions to Equity

Tax Paid

Deposits to DSRA (Operations)

Senior Debt Interest (excl. CPIs)

Senior Debt Principal (excl. CPIs)

Mining, Process & Transport

Other Expenses

Page 43: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Investment Highlights

(1,000,000)

(500,000)

-

500,000

1,000,000

1,500,000

2,000,000

2,500,000

20

02

20

04

20

06

20

08

20

10

20

12

20

14

20

16

20

18

20

20

20

22

20

24

20

26

20

28

20

30

R'000Equity Returns

Tax Payments

Pre-tax Cash Flow

Profit after Tax

Cash Flow after Tax

Tax Losses Carried Forward

Page 44: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Proposed Coal Terminal at Maputo, Mozambique(LontohCoal in advanced negotiations to acquire significant equity interest in concessionaire company)

Page 45: Information Memorandum, US$, Pre-IPO Capital Raising - Feb'11

Contact Information

Tshepo KgadimaPresident & CEO

LontohCoal Limited28 Impala RoadBongani HouseChislehurstonSandton, 2146Republic of South Africa

Tel: +27 10 590 0671

Mobile: +27 82 965-7131 Fax: +27 86 567 2149E-mail: [email protected]