TERMS & CONDITIONS

Electronic availability of Information Memorandum

The Company lodged an Information Memorandum dated 2 October 2008 with the ASX on 2 October 2008 and has subsequently lodged Supplementary Information Memorandums dated 13 October 2008, 22 October 2008, 29 October 2008, 5 November 2008 and 7 November 2008 with the ASX (together the Information Memorandum).

The ASX takes no responsibility for the contents of the Information Memorandum.

To view the Information Memorandum you need to have Adobe Acrobat Reader 4.0 or higher. Adobe Acrobat Reader can be downloaded at the following website:

http://www.adobe.com/products/acrobat/readstep.html

Important information

The Information Memorandum dated 2 October 2008 and Supplementary Information Memorandums dated 13 October 2008, 22 October 2008, 29 October 2008, 5 November 2008 and 7 November 2008 are important documents and should both be read in their entirety in conjunction with the other.
If you are in any doubt as to the contents of the Information Memorandum, you should consult a professional adviser without delay.

The Information Memorandum has been prepared by Waratah Coal in connection with its application for:

• admission to the Official List of the ASX; and
• CDIs representing fully paid Shares in the capital of Waratah Coal, to be granted Official Quotation on the ASX.

The Information Memorandum is not a prospectus lodged with ASIC under the Corporations Act 2001 (Cth).

No shares or other securities will be issued or granted on the basis of the Information Memorandum and the Information Memorandum does not constitute or contain an offer or invitation to subscribe for shares or other securities in the Company. The Company is not seeking to raise any funds or issue any shares or other securities under the Information Memorandum. The Information Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any US person (as defined in Regulation S under the US Securities Act of 1933, as amended.

Any person receiving the Information Memorandum electronically may obtain a paper copy of the Information Memorandum (free of charge) by telephoning the Company on:
• +617 3303 0670 (Australian Office); or
• +604 218 8777 (Canadian Office).

By downloading the following documents, you acknowledge having read and understood the above Important Information.

Click here to download the Information Memorandum dated 2 October 2008

Click here to download the (1st) Supplementary Information Memorandum dated 13 October 2008

Click here to download the (2nd) Supplementary Information Memorandum dated 22 October 2008

Click here to download the (3rd) Supplementary Information Memorandum dated 29 October 2008

Click here to download the (4th) Supplementary Information Memorandum dated 5 November 2008

Click here to download the (5th) Supplementary Information Memorandum dated 7 November 2008