Redemption or Purchase of Own Shares out of Capital

Companies Act 2006Companies Act 2006, s. 9842020-03-252020-03-312020-04-012020-06-30TSO (The Stationery Office), customer.services@thegazette.co.uk354316962964

TCIG RESOURCES PTE LTD

(Company Number 201936289W)

REGISTERED UNDER THE LAWS OF SINGAPORE WITH THE COMPANY NUMBER

201936289W

NOTICE OF SELL-OUT RIGHT

Notice is hereby given, in accordance with section 984 of the Companies Act 2006 (the "UK Companies Act"), that:

1. a takeover has been made by TCIG Resources Pte Ltd ("TerraCom Bidco"), a wholly owned subsidiary of TerraCom Limited, for the entire issued and to be issued share capital of Universal Coal plc not directly or indirectly owned by it (the "Offer") and the terms of the Offer are 10 cents in cash and 0.6026 New TerraCom Shares for UNV Share;

2. the Offer closed on 25 March 2020 and as at 25 March 2020, TerraCom Bidco has satisfied the conditions in subsections 983(2), (3) or (4) of the UK Companies Act; and

3. by means of a statutory notice to non-assenting shareholders dated 31 March 2020 (the "984 Notice"), UNV Shareholders (excluding Restricted UNV Shareholders and US UNV Shareholders) who have not accepted the Offer have the right to require that TerraCom Bidco acquire the UNV Shares held by them either on the same terms as the Offer or on terms agreed between the shareholder and TerraCom Bidco under section 983 of the UK Companies Act (the "Sell-out Right").

Details of how the Sell-out Right may be exercised are set out in the explanatory letter dated 31 March 2020 (the "Explanatory Letter"), the 984 Notice and, in the case of UNV Shareholders holding UNV Shares in certificated form, the Exercise Form and, in the case of UNV CDI Holders holding UNV CDIs, the CDI Sell-out Exercise Form. Terms defined in the Explanatory Letter have the same meaning in this notice.

In accordance with the UK Companies Act, the Sell-out Right will cease to be exercisable after 30 June 2020 (being three months from the date of the 984 Notice). Non-assenting shareholders have until 30 June 2020 to exercise their Sell-out Right by advising TerraCom Bidco in writing at unvoffer@terracomresources.com by completing and returning the sell-out exercise forms. Please refer to the Explanatory Letter for details on how to return the exercise form.

If the non-assenting shareholder wishes TerraCom Bidco to acquire its UNV Shares on terms other than those of the Offer but are unable to agree other terms, TerraCom Bidco is bound and entitled to acquire the shares on the terms of the Offer. A non-assenting shareholder is entitled under section 986 of the UK Companies Act to make an application to the court for an order that TerraCom Bidco must acquire its shares on such terms as the court thinks fit.

This notice does not constitute, and must not be construed as, an offer. UNV Shareholders who exercise the Sell-out Right may rely only on the Explanatory Letter, 984 Notice, the Exercise Form or CDI Sell-out Exercise Form (as applicable) for details relating to the Sell-out Right.

The Sell-out Right is not capable of being exercised by Restricted UNV Shareholders or US UNV Shareholders. Accordingly, copies of the Explanatory Notice, the 984 Notice and the Exercise Form or CDI Sell-out Exercise 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 Explanatory Notice, the 984 Notice and the Exercise Form or CDI Sell-out Exercise 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 the documents 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 such documents in, into or from any Restricted Jurisdiction or the United States. Doing so may render any purported exercise of the Sell-out Right invalid. To the fullest extent permitted by applicable law, the companies and persons involved in relation to the Offer or the 984 Notice disclaim any responsibility and liability for the violation of such restrictions by any person.

Any UNV Shareholder who is in any doubt about 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.

If you are a UNV Shareholder, you may request a hard copy of the Explanatory Letter, 984 Notice and the Exercise Form 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 Explanatory Letter, 984 Notice and the CDI Sell-out Exercise 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

31 March 2020