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SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

SCHEDULE 4

SCHEDULE 5

SCHEDULE 6

SCHEDULE 7

SCHEDULE 8

SCHEDULE 9

SCHEDULE 10

SCHEDULE 11

SCHEDULE 12

SCHEDULE 13

SCHEDULE 14

SCHEDULE 15

SCHEDULE 16

SCHEDULE 17

EXHIBIT 1

EXHIBIT 2

ANGLO AMERICAN NETHERLANDS B.V., a company incorporated in The Netherlands with registered number 33139747 and having its registered office at 17 Charterhouse Street, London EC1N 6RA (“Anglo”);

MORANBAH NORTH COAL PTY LTD, a company incorporated in Victoria, Australia, with company number ACN 007 083 249 and having its registered office at Level 11, 201 Charlotte Street, Brisbane, Queensland 4000 (“MNC”);

ANGLO AMERICAN STEELMAKING COAL ASSETS EASTERN AUSTRALIA LIMITED, a company incorporated in Queensland, Australia, with company number ACN 009 727 851 and having its registered office at Level 11, 201 Charlotte Street, Brisbane, Queensland 4000 (“Anglo Eastern Australia”);

ANGLO AMERICAN STEELMAKING COAL HOLDINGS LIMITED, a company incorporated in Queensland, Australia, with company number ACN 079 017 940 and having its registered office at Level 11, 201 Charlotte Street, Brisbane, Queensland 4000 (“AASCH”);

ANGLO AMERICAN SERVICES (UK) LTD., a company incorporated in the United Kingdom with registered number 02295324 and having its registered office at 17 Charterhouse Street, London EC1N 6RA (the “Seller Guarantor”);

PEABODY MNG PTY LTD, a company incorporated in Queensland, Australia with company number ACN 682 278 904 and having its registered office at Level 14, 31 Duncan Street, Fortitude Valley QLD 4006 (the “Buyer”); and

PEABODY ENERGY CORPORATION, a company incorporated in the State of Delaware, United States of America with registered number 2864939 and having its registered office at 701 Market Street, St. Louis, Missouri, United States of America (the “Buyer Guarantor”).

MNC owns the legal and beneficial title in the Moranbah Sales Shares, the MNC Assets and a beneficial interest in the DBCTCo Shares.

Anglo Eastern Australia owns the legal and beneficial title in the Moranbah Manager Shares.

AASCH owns the legal and beneficial title in the ACGM Shares.

MNC has agreed to sell, and the Buyer has agreed to purchase, the legal and beneficial title in the Moranbah Sales Shares, the MNC Assets and the beneficial interest in the DBCTCo Shares on the terms and subject to the Conditions set out in this Deed.

Anglo Eastern Australia has agreed to sell, and the Buyer has agreed to purchase, the Moranbah Manager Shares on the terms and subject to the Conditions set out in this Deed.

AASCH has agreed to sell, and the Buyer has agreed to purchase, the ACGM Shares on the terms and subject to the Conditions set out in this Deed.

Anglo has become a party to this Deed for the purpose of taking certain actions in respect of the Transaction as expressly set out in this Deed.

The Seller Guarantor has become party to this Deed for the purpose of entering into the guarantee and indemnity set out in Clause 25.

The Buyer Guarantor has become a party to this Deed for the purpose of entering into the guarantee and indemnity set out in Clause 27.

DEFINITIONS AND INTERPRETATION

In this Deed, unless the context otherwise requires:

the Corporations Act’s requirements for the preparation and contents of financial reports; and

the accounting standards approved under the Corporations Act, being the Australian Accounting Standards and any authoritative interpretations issued by the Australian Accounting Standards Board;

the Joint Venture, the audited special purpose financial report for the year ending on the Accounts Date (document 02.02.05.06 in the Data Room); and

Moranbah Sales, the audited balance sheet as at the Accounts Date and the audited profit and loss statements and statement of cash flows for the year ending on the Accounts Date, together with the notes to and the reports of the directors in respect of those accounts (document 02.02.05.12 in the Data Room);

owns directly or indirectly more than 50% of the shares entitled to vote at a general election of directors of such other entity;

has the right to appoint the majority of the board of directors (or equivalent body) of a legal entity; or

has the majority voting interest in such other entity if such entity does not have either shares or directors,

in circumstances where ‘Completion’ as defined under the SMC SPA does not occur within three Business Days after Completion, then up to and including the ‘Effective Time’ as defined under the SMC SPA, the term “Affiliate” in respect of the Sellers for the purpose of the definitions of “Inter-Group Funding Payables” and “Inter-Group Funding Receivables” and Clauses 15.4, 15.5, 24.5(b) and 24.5(c) will include the SMC Entities; and

on and from completion of the transactions contemplated by the SMC SPA, the term “Affiliates” in respect of the Buyer will include the SMC Entities;

the technical and management services agreement between (1) AASC; and (2) the Moranbah Manager dated 23 October 1997;

the marketing services agreement between (1) AASC; and (2) Moranbah Sales dated 23 October 1997;

the administrative services agreement between (1) the Moranbah Manager; and (2) Moranbah Sales dated 23 October 1997; and

the management and services agreement between (1) AASC; and (2) MNC dated 12 July 1999;

Bank: [***];

Bank Address: [***];

Account Name: [***];

Account Number: [***];

IBAN: [***];

Swift Code: [***];

Bank: [***];

Bank Address: [***];

Account Name: [***];

Account Number: [***];

Wire ABA: [***];

ACH ABA: [***]; and

Swift: [***];

cash in hand;

cash standing to the credit of any account with a bank or other financial institution;

the Inter-Group Funding Receivables;

cash equivalents, including liquid or realisable stocks, shares, bonds, treasury bills and other such securities; and

any cash held as security arising from the pay out of any Bank Guarantee;

the Up-front Consideration; minus

the Deposit (including accrued interest in accordance with Clause 4.3(c)(iii)); plus

the Estimated Cash; minus

the Estimated Debt; plus

the Estimated Working Capital Adjustment;

any borrowings from any bank or other financial institution including in the form of letters of credits (to the extent drawn) but excluding in all cases (i) any rehabilitation guarantees, bonds, assurances or similar provided by the Sellers or a Group Company, including in respect of its Mining Tenements, and (ii) any Seller Guarantees. For the avoidance of doubt, this paragraph (a) includes any cash standing to the debit of any account with a bank or other financial institution;

any indebtedness evidenced by any bond, note, loan stock, debenture or similar instrument;

any obligations under any conditional sale, title retention, forward sale or purchase or any similar agreement or arrangement creating obligations with respect to the deferred purchase price of property (other than customary trade credit given in the ordinary course of trading and other than factoring or discounting without recourse);

any asset or liability in respect of interest rate, currency or commodity swap, forward contract, cap, collar or other hedging agreement or arrangement (valued as if terminated at Completion and any such assets will be included in Debt as a negative figure);

any corporation or profit based tax liabilities or assets (and any such assets will be included in Debt as a negative figure);

any sell-side transaction-related costs to the extent payable by a Group Company after the Effective Time, excluding any GST other than Irrecoverable GST;

any Transaction Bonuses;

the Inter-Group Funding Payables;

any guarantees in respect of any obligation under limbs (a) to (h) above (but excluding any rehabilitation guarantees, bonds, assurances or similar provided, including in respect of the Mining Tenements), but only to the extent drawn or called as of the Effective Time;

any break fees or prepayment penalties or premiums, incurred in relation to the repayment or termination of any of the matters referred to in limbs (a) to (i) above, but solely to the extent such repayment or termination is a necessary consequence of Completion or results from actions taken before the Effective Time; and

any accrued but unpaid interest on any of the matters referred to in limbs (a) to (j) above up to the Effective Time,

the information and documents contained in the Data Room (including the Vendor Reports);

the written responses (including any attachments to those responses) given to any written questions submitted by the Buyer Group or its Representatives included in the Data Room;

all written information and documents provided during any site visit to the Mining Tenements or the Properties;

any management presentations and information memoranda in relation to the transaction completed by this Deed, the SMC SPA (including the ‘Information Memorandum’ at document 01.03.01 in the Data Room and the management presentations in folder 01.05 in the Data Room) and all written and verbal information provided during the question and answer process of any management presentations; and

all information (including in any attachments) in the Disclosure Letter or in any disclosure letter provided to the Buyer (or its Affiliate) pursuant to the SMC SPA;

the abandonment, reclamation, remediation, decommissioning, rehabilitation, restoration or contamination of or in relation to;

clean-up, remediation, removal, response or other actions or damages, contribution, indemnification, cost recovery, compensation, or injunctive relief pursuant to any claim, demand, legal proceeding or cause of action based on Environmental Law in relation to; or

any notice, order, direction or requirement given under an Environmental Law (including in relation to the provision of security, financial assurance or other financial support) in relation to,

to convert into US dollars, the mid-point spot rate of exchange for that currency into US dollars at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day;

to convert into AU dollars, the mid-point spot rate of exchange for that currency into AU dollars at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day; or

to convert into any currency other than AU dollars or US dollars, the mid-point spot rate of exchange for that currency into the relevant currency at the rate quoted by Bloomberg as at 4:00pm (London time) two Business Days before the relevant day;

the first sale of coal from longwall coal production from the Grosvenor Mine after [***]; and

1,500,000 tonnes of cumulative run-of-mine coal production from the Grosvenor Mine after the date of this Deed;

90 days after the date of the notice from the Sellers under Clause 14.2; and

10 Business Days before the Scheduled Completion Date;

that has been Disclosed in the Disclosure Material, this Deed, any other Transaction Document or the SMC SPA (which the parties agree does not include disclosure of the risk of the mere fact that a change, matter, event or circumstance may occur);

in relation to compliance with the terms of this Deed, the SMC SPA and / or any other Transaction Document;

in relation to the announcement or execution of the transactions contemplated by this Deed, the SMC SPA and / or any other Transaction Document (including any adverse effect that may arise from threatened or actual loss of, or disruption in, any customer, supplier, vendor, lender, contractor, employee, landlord, lessee, community or government relationships, or by reason of the identity of the Buyer or any communication by the Buyer regarding its plans or intentions with respect to the Group Companies and the MNC Assets);

in relation to the satisfaction or waiver of a Condition;

in relation to the exercise of any Pre-emption Rights;

agreed to, requested by, or consented to, in writing by the Buyer or the Buyer Guarantor or otherwise arises as a result of any action of the Buyer or its Affiliates;

of which the Buyer is actually aware as at the date of this Deed (which the parties agree does not include awareness of the risk of the mere fact that a change, matter, event or circumstance may occur);

in relation to changes in commodity prices (including in connection with coal prices and / or demand for coal), exchange rates or interest rates;

in relation to general economic, political, business, market, regulatory or financial conditions, or changes in such conditions, applying in the coal mining industry;

in relation to changes or major disruptions to, or fluctuations in, currency exchange rates, financial, securities or other market conditions in the local, domestic or international financial markets (including prevailing interest rates) generally;

in relation to activism, acts of terrorism, riot, war (whether or not declared), civil war, armed hostilities, sabotage (including cyberattack), international or national emergency or similar, or the continuation, escalation or worsening thereof, including those that affect the Group Companies and their competitors in any market for the production and supply of coal in a similar manner;

in relation to any natural disaster, including the worsening of such event;

in relation to any epidemic, pandemic, disease, outbreak of illness (including COVID-19), including the worsening of such event, other health crisis or public health event;

in relation to any industrial action, strike, lockout or other labour difficulty (in each case, which has an industry wide impact);

in relation to any change in any Law (including Tax Laws and Tax rates, state royalties or state royalty rates) (whether such change has taken effect) or the judicial or administrative interpretation of any Law, including its application or non-application, in each case excluding any Law that solely relates to the Group Companies, the assets of the Group Companies or the MNC Assets;

in relation to any change in financial reporting standards, accounting policies, accounting standards or generally accepted accounting principles, including their application or non-application; or

in relation to the non-cash depreciation or amortisation of assets of the Group Companies in the ordinary course.

the Specific Contracts; and

any current contract to which MNC or a Group Company is a party which had an annual revenue of AUD 50,000,000 or more in the financial year immediately preceding the date of this Deed;

MNC’s 88% Interest;

to the extent not included in limb (a) of this definition, MNC’s right, title and interest in:

the Joint Venture Property (including the JV Mining Tenements, the Properties and the Personal Property that is Joint Venture Property);

the Coal Inventory;

the Related Agreements;

any cash contributed by MNC in accordance with the Joint Venture Agreement and held in bank accounts on its behalf;

to the extent in the possession or control of MNC or the Moranbah Manager, the interest of MNC in all geological, drill core, metallurgical studies and development data and analysis, wraps, samples and technical reports prepared solely in relation to the JV Mining Tenements; and

any other agreements entered into for the purpose of the Joint Venture (including the Assumed Contracts and the Specific Contracts) but excluding the Coal Sales Agreements; and

MNC’s Joint Venture Liabilities;

MDL 166;

to the extent in the possession or control of MNC or the Moranbah Manager, the interest of MNC in all geological, drill core, metallurgical studies and development data and analysis, wraps, samples and technical reports prepared solely in relation to MDL 166;

any agreements entered for the purpose of MDL 166; and

the liabilities and obligations of MNC in respect of MDL 166 and any agreements entered into for the purpose of MDL 166 as referred to in limb (c) of this definition;

a PPS Register security interest registered in the ordinary course of business in connection with an equipment financing, hire purchase, retention of title or similar arrangement;

any Encumbrance arising under or in connection with the Joint Venture Agreement, the Moranbah Sales Shareholders’ Agreement or the Deed of Cross Charge;

any mortgage or registration against the Mining Tenements or the Properties that is Disclosed or would have shown on a public enquiry report two Business Days before the date of this Deed;

any Encumbrance that is Disclosed;

in respect of the Mining Tenements and the Properties, any reservation or covenant arising under law or arising in respect of the grant of the Mining Tenement;

a retention of title arrangement under which title is retained by a supplier over goods supplied to any Group Company until payment for such goods is made if such arrangement has been entered into in the ordinary course of business;

a security interest contemplated by section 12(3)(b) of the PPSA if such commercial consignment has been entered into in the ordinary course of business; and

a security interest contemplated by section 12(3)(c) of the PPSA if such PPS lease has been entered into in the ordinary course of business and is not a security interest within the meaning of section 12(1) of the PPSA;

the Plant and Equipment; and

the Records;

in the case of a Seller, 100%; or

in the case of a Group Company, 88%,

any loss, relief, allowance or credit, in respect of any Tax and any deduction in computing income, profits or gains for the purposes of any Tax; or

any right to a refund or repayment of Tax,

in relation to the Buyer, any Buyer Group member and their respective directors, officers, employees, agents, consultants, advisers, auditors, accountants and Financing Sources; and

in relation to any other person, its Affiliates and its and their respective directors, officers, employees, agents, consultants, advisers, auditors and accountants;

designated on the lists of Specially Designated Nationals and Blocked Persons or “Foreign Sanctions Evaders” maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State and any other agency of the U.S. government;

designated on the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, the Consolidated List maintained by the Department of Foreign Affairs and Trade maintained by the Australian Government; the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation within the UK’s HM Treasury, or any equivalent list maintained by the competent sanctions authority of any member state of the EU;

that is, or is part of, a government of a Sanctioned Territory;

that is located, organised or residing in any Sanctioned Territory; or

50% or more directly or indirectly owned or controlled by any of the foregoing;

except where Clauses 15.2 or 15.10 applies, subject to paragraph (c), the End of Month Date following the last of the Conditions being satisfied or waived (but if the satisfaction or waiver of the last Condition is less than five Business Days before that End of Month Date, the following End of Month Date);

where Clause 15.2 applies, subject to paragraph (c), the End of Month Date nominated by Anglo in writing in accordance with Clause 15.2;

if:

the Marketing Period has not yet been completed as of the close of business on the day which is at least three Business Days prior to the date determined under paragraph (a) or (b);

Pre-emption Expiry would not occur prior to the day which is at least three Business Days after the date determined under paragraph (a) or (b); and

Pre-emption Expiry would not occur prior to the day which is at least three Business Days after a revised Scheduled Completion Date that would apply following a Scheduled Completion Date determined under paragraph (a) or (b) in circumstances where the Buyer does not comply with its obligations under Clause 15.3 on the Scheduled Completion Date and Anglo and / or the Sellers could give a notice under Clause 15.10 to defer Completion to the next End of Month Date,

where Clause 15.10 applies, the date determined in accordance with Clause 15.10; or

any other date agreed in writing by Anglo and the Buyer;

except to the extent the Seller Financial Provisioning is in the form of a cash contribution to the Scheme Manager (or other Authority) in respect of the FPS Environmental Authorities, the Seller Financial Provisioning; and

the Bank Guarantees;

Bank: [***];

Bank Address: [***];

Account Name: [***];

Account Number: [***];

BSB: [***];

Swift Code: [***];

the Moranbah Sales Shares;

the Moranbah Manager Shares;

the ACGM Shares; and

MNC’s beneficial interest in the DBCTCo Shares;

to a third party by any Group Company in respect of any Seller’s or Seller’s Affiliate’s obligation (excluding any guarantees, bonds, credit support arrangements, indemnities and letters of comfort given in respect of the assets and liabilities that are the subject of the transactions contemplated by the SMC SPA); or

to a third party by the Sellers or a Seller’s Affiliate in respect of any obligation of any Group Company;

In this Deed, unless the context otherwise requires:

“undertaking” and “group undertaking” will be construed in accordance with section 1161 of the Companies Act 2006, “subsidiary” and “holding company” will be construed in accordance with section 1159 of the Companies Act 2006 and “subsidiary undertaking” and “parent undertaking” will be construed in accordance with section 1162 of the Companies Act 2006;

every reference to a particular Law will be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after Completion but, as between the parties, no such amendment after the date of this Deed will apply for the purposes of this Deed to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

references to Clauses and Schedules are references to clauses of and schedules to this Deed; references to paragraphs and sub-paragraphs are references to paragraphs and sub-paragraphs of the Schedule in which the reference appears, and references to this Deed includes the Schedules;

the singular includes the plural and vice versa, and a gender includes any other gender;

references to a “party” means a party to this Deed and includes its successors in title, personal representatives and permitted assigns;

references to a “person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality;

references to a “company” includes any company, corporation or other body corporate wherever and however incorporated or established;

references to the phrase “to the extent that” are a matter of degree and are not synonymous with “if”;

references to “AU dollars” or “AUD” are references to the lawful currency from time to time of Australia;

references to “US dollars”, “dollars”, “USD” or “$” are references to the lawful currency from time to time of the United States of America;

for the purposes of applying a reference to a monetary sum expressed in AU dollars or US dollars, an amount in a different currency must be deemed to be an amount in AU dollars or US dollars, as required by this Deed, translated at the applicable Exchange Rate for the relevant date (which for a Claim will be the date of payment in respect of such Claim and for the Completion Accounts will be the date expressed in the Completion Accounts), except as expressly set out in this Deed;

references to times of the day are to London, United Kingdom time unless otherwise stated;

references to writing includes any modes of reproducing words in a legible and non-transitory form, including by e-mail;

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any other legal concept or thing is, in respect of any jurisdiction other than England, deemed to include what most nearly approximates in that jurisdiction to the English legal term;

words introduced by the word “other” are not to be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things;

general words are not to be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words, and the words “includes” and “including” will be construed without limitation;

where this Deed requires any party to reimburse or indemnify another party for any cost, expense or liability, references to such “costs”, “expenses” and / or “liabilities” (or similar phrases or expressions) incurred by a person must not include any amount in respect of GST other than Irrecoverable GST;

if the day on which a party must pay the Deposit is not a Business Day, the party must pay the Deposit on the next Business Day; and

a procuring obligation where used in the context of Anglo or a Seller in respect of MNC, the Moranbah Manager, Moranbah Sales, ACGM and / or DBCTCo, as applicable, means that Anglo or the Seller undertakes to exercise its voting rights and use reasonable endeavours to use such powers as are vested in Anglo or the Seller, as applicable, from time to time as a shareholder of any Group Company (and which is not inconsistent with Anglo and / or the Sellers’ fiduciary duties or contractual obligations, if any) to ensure compliance with that obligation.

The title of and headings and sub-headings in this Deed are inserted for convenience only and do not affect the construction or interpretation of this Deed.

Each schedule to this Deed forms part of this Deed.

References to a document (including this Deed) include such document as amended or varied in accordance with its terms.

SALE OF THE MNC ASSETS

On the terms set out in this Deed, and subject to Completion, MNC shall sell and the Buyer shall purchase the assets listed below (the “MNC Assets”), with effect from Completion, with full title guarantee, free from all Encumbrances:

the MNC Interest;

MNC’s right title and interest in the Coal Sales Agreements;

the MNC Tenement Interest;

the MNC Properties Interest; and

the Royalty Interest.

Title to and risk in the MNC Assets remains solely with MNC until Completion, and subject to the terms of this Deed, passes to the Buyer on Completion.

MNC irrevocably waives any right of pre-emption or other restriction on transfer in respect of the MNC Assets conferred on it under any agreement or otherwise in connection with the sale of the MNC Assets pursuant to this Deed.

SALE OF THE SHARES

On the terms set out in this Deed, and subject to Completion, MNC shall sell and the Buyer shall purchase the Moranbah Sales Shares with effect from Completion, with full title guarantee, free from all Encumbrances, together with all rights attaching to the Moranbah Sales Shares as at Completion (including all dividends and distributions declared, declared and paid or made in respect of the Moranbah Sales Shares after the Completion Date).

Title to and risk in the Moranbah Sales Shares remains solely with MNC until Completion, and subject to the terms of this Deed, passes to the Buyer on Completion.

MNC irrevocably waives any right of pre-emption or other restriction on transfer in respect of the Moranbah Sales Shares conferred on it under any agreement or otherwise in connection with the sale of the Moranbah Sales Shares pursuant to this Deed.

On the terms set out in this Deed, and subject to Completion, Anglo Eastern Australia shall sell and the Buyer shall purchase the Moranbah Manager Shares with effect from Completion, with full title guarantee, free from all Encumbrances, together with all rights attaching to the Moranbah Manager Shares as at Completion (including all dividends and distributions declared, paid or made in respect of the Moranbah Manager Shares after the Completion Date).

Title to and risk in the Moranbah Manager Shares remains solely with Anglo Eastern Australia until Completion, and subject to the terms of this Deed, passes to the Buyer on Completion.

Anglo Eastern Australia irrevocably waives any right of pre-emption or other restriction on transfer in respect of the Moranbah Manager Shares conferred on it under any agreement or otherwise in connection with the sale of the Moranbah Manager Shares pursuant to this Deed.

On the terms set out in this Deed, and subject to Completion, AASCH shall sell and the Buyer shall purchase the ACGM Shares with effect from Completion, with full title guarantee, free from all Encumbrances, together with all rights attaching to the ACGM Shares as at Completion (including all dividends and distributions declared, paid or made in respect of the ACGM Shares after the Completion Date).

Title to and risk in the ACGM Shares remains solely with AASCH until Completion, and subject to the terms of this Deed, passes to the Buyer on Completion.

AASCH irrevocably waives any right of pre-emption or other restriction on transfer in respect of the ACGM Shares conferred on it under any agreement or otherwise in connection with the sale of the ACGM Shares pursuant to this Deed.

DEPOSIT

On the date of this Deed or the next Business Day, the Buyer shall pay to the Sellers’ Bank Account a deposit in the amount of $46,000,000 (the “Deposit”) to secure the Buyer’s performance of its obligations under this Deed.

Anglo may terminate this Deed on behalf of itself and the Sellers by notice in writing to the Buyer with immediate effect if the Buyer fails to pay such Deposit on the date of this Deed.

The Deposit:

will accrue interest;

may be commingled with the Sellers’ and / or Anglo’s other funds; and

will be:

retained, together with all accrued interest, by the Sellers if:

the Buyer is in breach of Clauses 5.2(b), 10.2 and / or 10.3 and, in each case, this Deed is terminated by Anglo in accordance with Clause 34; or

this Deed is terminated in accordance with Clause 34.1(e);

refunded, together with all accrued interest, to the Buyer as soon as reasonably practicable (and in any event within 10 Business Days) if this Deed is terminated other than as set out in Clause 4.3(c)(i); or

credited, together with all accrued interest, to the Consideration at Completion in accordance with the terms of this Deed,

A party’s entitlement to the Deposit as provided in Clause 4.3 does not limit or prejudice any other rights or remedies any party may have against any other party.

CONSIDERATION

The purchase price for the sale of the Shares and the MNC Assets under this Deed (the “Consideration”) is the amount in US dollars equal to:

the Up-front Consideration; plus

the Cash; minus

the Debt; plus

the Working Capital Adjustment; plus

the Deferred Fixed Consideration; plus

the Grosvenor Contingent Consideration (if any).

The Consideration will be satisfied as follows:

the payment of the Deposit by the Buyer in accordance with Clause 4.1;

the payment at Completion by the Buyer to the Sellers of the Completion Payment;

the payment of the Deferred Fixed Consideration by the Buyer to the Sellers in accordance with Clause 5.3;

the payment of the Grosvenor Contingent Consideration (if any) in accordance with Clause 6; and

further payment (if any) as required in accordance with Clause 16 in connection with the Completion Accounts.

The Buyer must pay the Deferred Fixed Consideration to the Sellers by paying or procuring the payment to the Sellers of:

an amount equal to the First Deferred Payment on or before the first anniversary of the Completion Date;

an amount equal to the Second Deferred Payment on or before the second anniversary of the Completion Date;

an amount equal to the Third Deferred Payment on or before the third anniversary of the Completion Date; and

an amount equal to the Fourth Deferred Payment on or before the fourth anniversary of the Completion Date.

The Consideration will, subject to any further adjustment pursuant to this Deed and to the extent lawful, be adopted for all Tax reporting purposes.

With effect from the date of this Deed, all Inter-Group Trading Amounts will be settled in the ordinary course of business in accordance with the terms on which such Inter-Group Trading Amounts were incurred.

Where any payment is made by or on behalf of a Seller in satisfaction of a liability arising under this Deed, it shall to the extent lawful be treated by the Buyer and the Sellers as an adjustment to the Consideration paid to the Sellers in respect of the Shares and the MNC Assets.

GROSVENOR CONTINGENT CONSIDERATION

The Grosvenor Contingent Consideration is only payable in accordance with this Clause 6 if Grosvenor Mine Opening occurs.

If the condition in Clause 6.1 is satisfied, the Buyer must pay the Grosvenor Contingent Consideration to the Sellers as follows:

the payment of the First Grosvenor Contingent Payment, on the date that is one month after Grosvenor Mine Opening occurs, provided that if Grosvenor Mine Opening occurs more than one month prior to the Scheduled Completion Date, the First Grosvenor Contingent Payment is payable on the Completion Date; and

the payment of the Second Grosvenor Contingent Payment, on the second anniversary of Grosvenor Mine Opening occurring.

From Completion until the occurrence of Grosvenor Mine Opening, the Buyer must:

subject to Clause 6.4, use reasonable endeavours to procure the occurrence of Grosvenor Mine Opening;

keep Anglo informed as to the progress of achieving Grosvenor Mine Opening, including by providing Anglo with a report at the end of each Quarter containing details of the steps taken by the Buyer Group during the Quarter, and the anticipated steps to occur in the next Quarter, to progress the Grosvenor Mine Opening; and

subject to Clause 6.4, not (and must procure that each Buyer Group member does not) directly or indirectly enter into any agreement, arrangement or undertaking or take any action or fail to take any action (other than any action required to be taken or not taken for compliance with any Environmental Law) which has the purpose or consequence of minimising or avoiding the Grosvenor Contingent Consideration.

Nothing in Clauses 6.3(a) or 6.3(c):

requires the Buyer to undertake any bord and pillar mining of the Grosvenor Mine after Completion; or

fetters the commercial decision-making process of the Buyer Group in respect of the decision to re-open the Grosvenor Mine for longwall production.

From Completion until the payment of the Second Grosvenor Contingent Payment, the Buyer must ensure that the Mining Tenements are not legally or beneficially transferred, assigned, sold, disposed of or made the subject of a sublease without the prior written consent of the Sellers (such consent not to be unreasonably withheld or delayed in the circumstances described in Clause 6.6), other than in connection with a Buyer Group member granting an Encumbrance over the Mining Tenements in connection with a bona fide financing arrangement or pursuant to the Joint Venture Agreement, and the enforcement or release of such Encumbrance (provided that any assignee or transferee resulting from the enforcement of such rights agrees in favour of the Sellers to pay the Grosvenor Contingent Consideration in accordance with this Clause 6).

For the purposes of Clause 6.4, the Sellers shall not unreasonably withhold or delay their consent to the proposed transfer, assignment, sale or disposal (as applicable) of the Mining Tenements, where the transferee has the financial and technical capacity to procure the Grosvenor Mine Opening and covenants in favour of both the Buyer and Anglo to keep them informed as to the progress of achieving Grosvenor Mine Opening, including by providing them with a report at the end of each Quarter containing details of the steps taken by the transferee during the Quarter, and the anticipated steps to occur in the next Quarter, to progress the Grosvenor Mine Opening.

To avoid doubt, the assignment, transfer, sale or disposal of the Mining Tenements by the Buyer will not release the Buyer from the obligation to pay the Grosvenor Contingent Consideration in accordance with the terms of this Deed.

ALLOCATION AND ADJUSTMENT OF THE CONSIDERATION

in respect of the Deposit, the Up-front Consideration less the Deposit, the Deferred Fixed Consideration and the Grosvenor Contingent Consideration, as set out in Part 1 of Schedule 2; and

in respect of any adjustment to the Consideration to be paid in accordance with this Deed, as any such adjustment is attributable to the relevant Shares and / or the relevant MNC Assets.

ROYALTY

The Buyer must pay the Royalty (if any) to the Sellers in accordance with Schedule 11.

The parties agree that the Royalty will be allocated as set out in Schedule 3.

FOREIGN RESIDENT CAPITAL GAINS WITHHOLDING

For the purposes of subsection 14-225(1) of Schedule 1 to the TAA, each Seller declares that, from the date of this Deed until Completion, the Seller is and will be an ‘Australian resident’ as defined in the Tax Act. If Completion occurs later than the date six months after the date of this Deed, each Seller must deliver to the Buyer, at or before Completion, a further declaration that the entity is an ‘Australian resident’ and will be an Australian resident up until Completion.

The Buyer acknowledges and agrees that:

Clause 9.1 constitutes a residency declaration for the purposes of sections 14-210(3) and 14-225(1) of Schedule 1 to the TAA, given by each Seller to the Buyer;

the Buyer does not know that residency declaration to be false; and

as a result of the matters referred to in Clauses 9.2(a) and 9.2(b), the Buyer will not, in relation to the Shares and the MNC Assets other than any MNC Assets that constitute ‘taxable Australian real property’ (as defined in the Tax Act):

withhold any amount in relation to a CGT Withholding Amount from any payments to be made to any of the Sellers; or

pay a CGT Withholding Amount to the Commissioner in connection with this Deed.

The Buyer acknowledges and agrees that it is not required to pay a CGT Withholding Amount to the Commissioner in connection with the sale of any MNC Assets that constitute ‘taxable Australian real property’ (as defined in the Tax Act) under this Deed provided that the Buyer has received, before Completion, a Clearance Certificate from MNC covering the time this transaction was entered into.

CONDITIONS

Completion shall be subject to each of the following conditions (the “Conditions”) being satisfied or waived in accordance with Clause 10.14 or 10.15 by the Longstop Date:

in respect of the Joint Venture Agreement, one of the following occurring:

receipt of a written, unconditional and irrevocable waiver by each Japanese Party of its right to give a Pre-emption Acceptance Notice; or

the expiry of the Exercise Period without one or more of the Japanese Parties giving a Pre-emption Acceptance Notice for the entirety of the MNC Interest;

each of the Japanese Parties having given (or being deemed to have given) their consent to the sale of the MNC Interest to the Buyer in accordance with the Joint Venture Agreement;

MNC and the Buyer obtaining signed counterparts of:

the JV Deeds of Assumption;

a deed of assignment executed in accordance with the Sales Representative Agreement;

a release, effective on Completion, of the Deed of Cross Charge granted by MNC; and

a deed of assumption executed in accordance with the Moranbah Sales Shareholders’ Agreement,

the counterparty to each Specific Contract consenting in writing to the transfer of the Sellers’ rights and obligations under the relevant Specific Contract to the Buyer (which may be by way of a deed of assignment executed by the counterparty and may be subject to Completion);

MNC and Anglo Eastern Australia obtaining the release of the JV Guarantees (subject to Completion) in a form acceptable to MNC and Anglo Eastern Australia (acting reasonably) duly executed by the beneficiaries of the JV Guarantees;

the Buyer providing evidence of its ability to provide the Replacement Bank Guarantees and Replacement Financial Provisioning, in each case, to the extent of the Bank Guarantees and Financial Provisioning described in Schedule 15, in a form and from such institutions as are reasonably satisfactory to MNC;

the Resources Minister or relevant Authority providing (and MNC receiving) indicative approval under the Resources Acts to the effect that, subject to compliance with the Resources Acts and with any conditions specified in such approval, the Resources Minister will approve the transfer to the Buyer of the Mining Tenements, and such indicative approval is either not subject to any conditions or, if it imposes any conditions, those conditions must be acceptable to MNC and the Buyer (each acting reasonably), and such indicative approval remaining valid for no less than 10 Business Days after satisfaction or waiver of all other Conditions;

the Anti-trust Authority in each of India, Japan, Taiwan, Vietnam, China, South Korea, Slovakia, Turkey and Brazil granting (or being deemed to have granted, including by way of an Anti-trust Authority not issuing a decision by the expiry of the relevant period after a complete notification has been filed with such Anti-trust Authority) their consent, approval, clearance, confirmation or waiver of license in respect of the Transaction under applicable Anti-trust Laws or having confirmed that there is no such requirement;

one of the following occurring:

the Buyer receiving notice in writing from the Federal Treasurer or his or her delegate to the effect that there are no objections under the Australian Government’s foreign investment policy or under FATA to the transactions contemplated by this Deed; or

the Federal Treasurer being, by reason of lapse of time, no longer empowered to make an order under FATA in respect of the acquisition contemplated by this Deed; or

if an interim order is made under the FATA in respect of the acquisition contemplated by this Deed, the subsequent period for making a final order prohibiting the acquisition contemplated by this Deed elapses without a final order being made;

Subject to Clause 10.6:

the Buyer shall (also subject to Clause 10.7) use, at its own cost:

best endeavours to ensure that the Conditions set out in Clauses 10.1(g) to 10.1(i) (together, the “Regulatory Conditions”); and

reasonable endeavours to ensure that the Conditions set out in Clauses 10.1(a) to 10.1(f),

the Sellers shall, at their own cost, use reasonable endeavours to:

ensure that the Conditions set out in Clauses 10.1(a) to 10.1(e) are satisfied as soon as practicable and in any event no later than the Longstop Date and shall not, and shall procure that none of their Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of the Conditions (but the Sellers’ Group shall be permitted to take or omit to take any actions that are necessary to complete the transactions contemplated by any or all of the Jellinbah SPA and / or the SMC SPA (including any Pre-emption SPA (as defined in the SMC SPA)); and

as soon as reasonably practicable and in any event no later than Completion, seek the consent of each of the Japanese Parties to the continuation of the Moranbah Manager as the manager under the terms of the Management Agreement and the Joint Venture Agreement or the assignment by MNC to the Buyer of the right to either become or appoint the manager under the Joint Venture Agreement but, for the avoidance of doubt, this shall not be a Condition. The Buyer must provide the Sellers with such assistance as is reasonably required by the Sellers to obtain these consents.

Without prejudice to Clause 10.2 and subject to Clauses 10.6 and 10.7, the Buyer shall, and shall procure that each of its Affiliates, and its and its Affiliates’ Connected Persons shall, so far as the Buyer is able and to the extent within its power to do so, co-operate fully in all actions and omissions necessary to procure the satisfaction of the Regulatory Conditions as soon as practicable and in any event by the Longstop Date, including:

making all filings and notifications as soon as practicable after the date of this Deed and in any event within five Business Days of the date of this Deed and obtaining all consents, approvals, clearances, waivers or actions of any Authorities in relation to the Regulatory Conditions to satisfy the Regulatory Conditions as soon as possible after the date of this Deed and in accordance with any relevant time limit;

promptly notifying the Sellers (including providing copies) of any material communication (whether written or oral) with any Authority in relation to the Regulatory Conditions, keeping the Sellers regularly and reasonably informed of the progress of any notification or filing, discussing with the Sellers the scope, timing and tactics for satisfying the Regulatory Conditions, and providing such assistance as may reasonably be required by the Sellers in relation to the satisfaction of the Regulatory Conditions;

responding to any request for information from any such Authority in relation to the Regulatory Conditions promptly and in any event in accordance with any relevant time limit, including such timing for a response as agreed between the parties acting reasonably;

only making communications (whether orally or in writing) with any such Authority in relation to the Regulatory Conditions after consulting with and taking into account the Sellers’ views as to the mode, content and timing of such communications and giving the Sellers a reasonable opportunity to comment on drafts of such communications and to participate in all material telephone calls and material meetings with any such Authority (save to the extent that such Authority expressly requests that the Sellers should not participate in such meetings or telephone calls);

not making any filing with any Authority in relation to the Transaction or any business which competes with, supplies or is a customer of any Group Company which is not required solely to fulfil a Regulatory Condition (or a corresponding regulatory condition in the SMC SPA) without the Sellers’ written consent as to the making of such filing and its form and content;

except for the SMC SPA, not (whether alone or acting in concert with others) acquiring or offering to acquire (or causing another person acting on its behalf to acquire or offer to acquire) or entering into a definitive agreement (or causing another person acting on its behalf to enter into a definitive agreement) that, if carried into effect, would result in the acquisition of, a business that competes with the business of a Group Company or any other business the acquisition of which might reasonably be expected to prejudice or delay the satisfaction of any of the Regulatory Conditions; and

taking all steps necessary to secure the satisfaction of the Regulatory Conditions, including proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that the Regulatory Conditions are satisfied before the Longstop Date, with each relevant Authority to effect (and if such offer is accepted, commit to effect), by agreement, order or otherwise, the sale, divestiture, licence or disposition of any necessary assets or businesses or the performance of any necessary behavioural remedies or Regulatory Conditions. For the avoidance of doubt:

the Buyer shall make any such proposal, negotiation, offer to commit or agreement with any relevant Authority in sufficient time to ensure that the Regulatory Conditions are satisfied before the Longstop Date, and

any such sale, divestiture, licence or disposition of assets or businesses, and any such behavioural remedies will have no impact on the payments to be made pursuant to Clauses 5, 15 or 16, and any costs, expenses or damages related to any sale, divestiture, licence or disposition of assets or businesses or to any such other remedies, or both, will be for the Buyer’s sole account.

Without prejudice to Clause 10.2 and subject to Clause 10.6, the Buyer and the Buyer Guarantor shall ensure that an acceptable replacement guarantee (conditional on Completion) is delivered to each JV Guarantee beneficiary on the terms required by each JV Guarantee for a substitute or replacement guarantor in order to satisfy the Condition set out in Clause 10.1(e).

Without prejudice to Clause 10.2 and subject to Clause 10.6, the Sellers shall, and shall ensure that each Seller’s Affiliate and, before Completion, each Group Company shall, so far as the Sellers are able and to the extent within their power to do so:

provide the Buyer and any Authority in relation to the Conditions with any necessary information and documents for the purpose of making any filings, notifications or communications to any such Authority that are required to satisfy a Condition;

in respect of Regulatory Conditions:

promptly notify the Buyer (including providing copies) of any material communication (whether written or oral) with any Authority in relation to the Regulatory Conditions, keep the Buyer regularly and reasonably informed of any material response or communication from or to any Authority, discuss with the Buyer the scope, timing and tactics for responding to any material request of an Authority, and provide such assistance as may reasonably be required by the Buyer in relation to the satisfaction of the Regulatory Conditions; and

only make material communications (whether orally or in writing) with any such Authority in relation to the Regulatory Conditions after consulting with and taking into account the Buyer’s views as to the mode, content and timing of such communications and giving the Buyer a reasonable opportunity to comment on drafts of such communications and to participate in all material telephone calls and material meetings with any such Authority (save to the extent that such Authority expressly requests that the Buyer should not participate in such meetings or telephone calls); and

in respect of the Condition in Clause 10.1(a):

consult with the Buyer in relation to the seeking of such waivers and consents from the Japanese Parties (provided that the Buyer shall not have a consent or veto right with respect to the form, content or timing of any communications to the Japanese Parties and the Sellers shall not be obliged to implement any comments made by the Buyer);

promptly notify the Buyer (including providing copies) of any material communication (whether written or oral) with any Japanese Party in relation to the Pre-emption Rights, waivers and consents and keep the Buyer regularly and reasonably informed of any response or communication from or to any Japanese Party in relation to the Pre-emption Rights, waivers and consents.

Nothing in this Clause 10 will require a party to disclose commercially sensitive or legally privileged information regarding itself or its Representatives to another party, except to the extent necessary to ensure that the Conditions and any notifications required under Clause 10.8 are satisfied, in which case such disclosure will be on a confidential external counsel-to-counsel basis only.

Nothing in this Clause 10 requires the Buyer to take any action to secure the satisfaction of a Regulatory Condition if such action is reasonably likely to result in a sale, divestiture, licence, disposition or surrender of any material mining assets or businesses of the Buyer Group (excluding the Group Companies, the SMC Entities and the MNC Assets).

Each party shall, to the extent permitted by Law, keep the other party informed as to the progress of satisfaction of the Conditions, including promptly notifying the other parties in writing each time it becomes aware that any of the Conditions have been satisfied and at the same time (or promptly after) provide the other parties with reasonable evidence of the same.

Subject to the parties having complied with their obligations under Clauses 10.2 to 10.5, if a Condition has not been satisfied by the Initial Longstop Date and the Buyer or Anglo (on behalf of itself and the Sellers) (acting reasonably) considers that:

any outstanding Conditions are reasonably likely to be satisfied within the three months following the Initial Longstop Date; and

all Conditions which are satisfied prior to the Initial Longstop Date are reasonably likely to remain satisfied until the date which is three months following the Initial Longstop Date,

The parties must continue to comply with their obligations under Clauses 10.2 to 10.5 and 10.8 for the duration of the First Longstop Date Extension Period.

Subject to the parties having complied with their obligations under Clause 10.10, if a Condition has not been satisfied by the end of the First Longstop Date Extension Period and the Buyer or Anglo (on behalf of itself and the Sellers) (acting reasonably) considers that:

any outstanding Conditions are reasonably likely to be satisfied within the three months following the end of the First Longstop Date Extension Period; and

all Conditions which are satisfied prior to the end of the First Longstop Date Extension Period are reasonably likely to remain satisfied until the date which is three months following the First Longstop Date Extension Period,

The parties must continue to comply with their obligations under Clauses 10.2 to 10.5 and 10.8 for the duration of the Second Longstop Date Extension Period.

If:

a Condition is not satisfied or waived by the Longstop Date; or

the parties agree that a Condition will not be satisfied by the Longstop Date (unless that Condition is satisfied before the termination of this Deed),

Anglo may, on behalf of the Sellers, to the extent it thinks fit and is legally entitled to do so, waive the Conditions set out in Clauses 10.1(e) and 10.1(f), in whole or in part, by written notice to the Buyer.

The Buyer and Anglo, on behalf of the Sellers, may, by written agreement, waive any or all of the Regulatory Conditions and / or the Conditions set out in Clauses 10.1(a) to 10.1(d), in whole or in part.

Notwithstanding anything in this Clause 10, nothing in this Deed shall require a Seller to re-issue or issue, or take or omit to take any action that would require it to re-issue or issue, a second Pre-emption Offer Notice.

Unless otherwise agreed between the parties, a Pre-emption Offer Notice must be delivered no earlier than 4 December 2024 and the Sellers must not seek a waiver or variation of any Pre-Emption Rights to bring forward the date of Pre-emption Expiry that would otherwise apply in respect of the Pre-Emption Offer Notice.

TAG-ALONG RIGHTS

If, following the delivery of the Pre-emption Offer Notice by MNC to the Japanese Parties in connection with the Condition set out in Clause 10.1(a), any or all of the Japanese Parties give a written offer to the Buyer in accordance with clause 9.4(e) of the Joint Venture Agreement to assign its Interest to the Buyer then the Buyer must, within 10 days of receipt of each such offer, accept the offer to acquire the Interest and execute all documents and do all things required to give effect to such acceptance.

The Buyer indemnifies and agrees to hold harmless Anglo, MNC and the Sellers for all Liabilities and claims incurred by Anglo, MNC or the Sellers arising out of a failure by the Buyer to comply with Clause 11.1.

PRE-COMPLETION OBLIGATIONS

During the period from the date of this Deed to the earlier of Completion and the termination of this Deed:

MNC shall perform its obligations as set out in paragraph 1 of Schedule 4; and

the Sellers shall perform their obligations as set out in paragraph 2 of Schedule 4.

During the period from the date of this Deed to the earlier of Completion and the termination of this Deed, the Sellers must accommodate any reasonable request by the Buyer for a reasonable number of persons authorised by the Buyer:

to be given reasonable, non-disruptive and supervised access during normal business hours and on reasonable notice, to inspect the operating sites, books and records of the Business; and

to have reasonable access to management of the Business, for the sole purpose of planning the integration of the Business with the Buyer Group following Completion, in each case, at the sole risk and cost of the Buyer.

The Sellers are not required to give the Buyer or persons authorised by it the access described in Clause 12.2 to the extent that the Sellers determine that such access might reasonably be expected to:

put a Sellers’ Group member in breach of the Competition and Consumer Act 2010 (Cth), any duty of confidence (other than to the extent material subject to obligations of confidence has already been disclosed in the Disclosure Material) or any duty or obligation under Applicable Data Protection Laws; or

result in a loss of any legal professional privilege.

The Buyer:

must not direct, manage or control the conduct of the Business or of any employee of the Business, or otherwise impede the conduct of the Business, at any time before Completion; and

must ensure that any persons provided with the access referred to in Clause 12.2 comply with the reasonable requirements of the Sellers in respect of the access and do not unreasonably interfere with the Business.

Not less than five Business Days before Completion, Anglo shall provide the Buyer with a schedule in writing (the “Completion Schedule”), prepared in good faith, setting out the details of:

the Estimated Cash and the Estimated Inter-Group Funding Receivables;

the Estimated Debt and the Estimated Inter-Group Funding Payables;

the Estimated Working Capital and the Estimated Working Capital Adjustment; and

the Completion Payment,

At least five Business Days before Completion, the Buyer shall provide to the Sellers, as applicable:

for each Group Company, the written consents in Agreed Form to act as director, secretary and public officer in respect of each incoming director, secretary and public officer that is replacing a director, secretary or public officer appointed by a Seller; and

replacement names for each Group Company to take effect from Completion which must not include the words ‘Anglo’ or ‘Anglo American’ or any words:

forming part of any of the trade marks or business names set out in Schedule 14 or otherwise used or owned by the Group or the Business; or

which may be misleading or deceptively similar to or likely to be confused with the words ‘Anglo’ or ‘Anglo American’.

In respect of the FPS Environmental Authorities:

the Buyer must, within 20 Business Days after the date of this Deed, make a Changed Holder Review Application in respect of each relevant FPS Environmental Authority; and

if required, MNC must consent to the Changed Holder Review Application made by the Buyer.

In respect of AASCH and Anglo Eastern Australia only:

the Sellers must, not less than 10 Business Days before Completion, procure that the Seller Head Company gives the Buyer and the relevant Group Company:

a draft calculation of the Clear Exit Payment for the Group Companies in respect of each relevant Group Liability in subsection 721-10(2) of the 1997 Tax Act; and

work papers supporting the calculation of the Clear Exit Payment in sufficient detail to enable a review and in a manner consistent with the methodology provided in the Seller Tax Sharing Agreement;

the Buyer must, not less than five Business Days before Completion, provide to the Sellers any comments it has on the draft calculation of the Clear Exit Payment provided under Clause 12.8(a)(i) and the Sellers must consider any such comments (acting reasonably);

the Sellers must, no later than two Business Days before Completion, procure that the Seller Head Company gives the relevant Group Company and the Buyer a calculation of the Clear Exit Payment for the relevant Group Company based on the draft calculation referred to in Clause 12.8(a)(i) and the Buyer’s comments referred to in Clause 12.8(b);

at least one Business Day before Completion, the Sellers must procure that:

the relevant Group Company pays the Clear Exit Payment (if any) to the Seller Head Company to which the relevant Group Liability relates in accordance with the Seller Tax Sharing Agreement;

the relevant Seller Head Company provides the relevant Group Company and the Buyer a written receipt or other document evidencing the payment of any amount paid under Clause 12.8(d)(i); and

the relevant Group Company has discharged all other amounts owing by it to the relevant Seller Head Company or any other member of the Seller Consolidated Group under the Seller Tax Sharing Agreement or a Tax Funding Agreement.

In no event shall any member of the Sellers’ Group be entitled to seek or obtain any recovery or judgment against any lenders or other Financing Sources (in each case, including their Representatives and their respective successors and assigns) of the Buyer Group, including for any type of damage relating to this Deed or the transactions contemplated by the Transaction Documents, whether at law or in equity, in contract, in tort or otherwise.

The Buyer may, at any time prior to Completion, request Anglo and the Sellers’ consent to present the Buyer’s proposed business plan with respect to the Business to the Japanese Parties. Anglo and the Sellers:

may, in their discretion (acting reasonably and having regard to the Sellers’ obligation in Clause 10.2(b)), consent or withhold their consent to such presentation; and

will be entitled to:

review and comment on all material proposed to be presented to the Japanese Parties; and

have their Representatives present at such meeting between the Buyer and the Japanese Parties.

SEPARATION PLAN

The Sellers will provide a draft Separation Plan to the Buyer no later than three months after the date of this Deed. The Sellers will use reasonable endeavours to incorporate the Separation Principles in the draft Separation Plan. Upon receipt by the Buyer of the Sellers’ draft Separation Plan, the Sellers and the Buyer will use reasonable endeavours to agree in writing the final Separation Plan which incorporates the Separation Principles by the earlier of (i) Completion; and (ii) the date that is four months after the date of this Deed (and if not agreed by that date, as soon as reasonably practicable thereafter).

In connection with the agreement of the Separation Plan, the parties must act in good faith in relation to requests by the Buyer to add or remove Services under the TSA and each party must act reasonably in negotiating amendments to the TSA to reflect such requests, including by using reasonable endeavours to agree on the scope of the added or removed Services, and the associated charges.

The parties agree that following the date on which the Separation Plan is agreed in accordance with Clause 13.1 they will continue to review and update the Separation Plan, by mutual agreement in writing, including during the term of the TSA, with the goal of achieving a smooth and efficient transition with respect to the Group Assets in accordance with the timelines contemplated by the Separation Principles (and in any event by the end of the term of the TSA).

In the event that the parties fail to agree the final Separation Plan in accordance with Clause 13.1, or any adjustment to the Separation Plan proposed by either party under Clause 13.3, this will be an escalation event (an “Escalation Event”) and the Buyer and the Sellers will, within 15 Business Days of the occurrence of an Escalation Event, escalate the Escalation Event in writing to a director or equivalent senior individual of their respective organisations (“Senior Executives”). The Senior Executives will promptly cooperate in good faith to resolve the Escalation Event and if the Escalation Event has not been resolved in writing by the Senior Executives within 15 Business Days of being notified of it by the parties, the Escalation Event will be deemed to have become a Dispute and each party may commence the formal dispute resolution procedure set out in Clause 49. In circumstances where the Escalation Event relates to a specific item within the draft Separation Plan but the parties are otherwise in agreement as to the other items within the draft Separation Plan, the parties will use reasonable endeavours to implement the Separation Plan in respect of those items that are agreed upon in accordance with this Clause 13.

The parties will establish a separation committee (the “Separation Committee”) to assist them (subject to compliance with Anti-trust Laws) in agreeing the Separation Plan and facilitating the execution of the Separation Plan (including by seeking to resolve issues relating to the execution of the Separation Plan, and confirming when steps under the Separation Plan will commence and when they have been completed).

Within one month of the date of this Deed, each of the Sellers and Buyer must appoint and notify the other of no less than two suitably experienced representatives as members of the Separation Committee, and each party must nominate one of their members to have joint day-to-day responsibility for the management of the Separation Committee (the “Leads”). Each party may

The Lead for each of the Sellers and Buyer must use reasonable endeavours to agree with the other party’s Lead an agenda for each upcoming meeting of the Separation Committee and to circulate to all other members of the Separation Committee the agenda for that meeting by no later than two Business Days before that meeting.

The Separation Committee may decide to undertake separation activities in a way which deviates from the Separation Plan, provided all such decisions by the Separation Committee are made unanimously between the two Leads. In the event one party considers a deviation from the Separation Plan is necessary and / or disagrees with the proposed implementation of the Separation Plan, and the Leads fail to unanimously agree on how to resolve a request or issue, this will be an Escalation Event and Clause 13.4 will apply mutatis mutandis.

Subject to compliance with Anti-trust Laws, the Sellers, the Seller Guarantor, the Buyer Guarantor and the Buyer will comply with the requirements of, and use reasonable endeavours to achieve any milestones set out in, the agreed Separation Plan including by procuring that any of their Affiliates undertake any action required to comply with the Separation Plan on and from the date the Separation Plan is agreed.

If the Sellers become aware that a third-party consent is required in respect of the separation of a Group Asset (“Third-Party Consent”), the Sellers will notify the Buyer of such required Third-Party Consent as soon as reasonably practicable, and unless the Sellers and Buyer agree (acting reasonably) that it is not in the best interests of the Group to seek such Third-Party Consent, the Sellers will use reasonable endeavours to obtain such Third-Party Consent in accordance with the timelines contemplated by the Separation Principles or Separation Plan (as applicable) (and in any event by the end of the term of the TSA). All one-off and recurring third-party costs suffered, incurred or due to be incurred by the Sellers’ Group (and Anglo and Anglo’s Affiliates) in relation to the transfer by the Sellers’ Group, Anglo or Anglo’s Affiliates of a Group Asset to the Buyer Group and in obtaining any Third-Party Consents will be borne by the Buyer and the Buyer will promptly reimburse the Sellers for any amounts so incurred by the Sellers Group. If a Third-Party Consent has not been obtained by the Sellers by the end of the TSA (or Completion, where required by the Separation Principles), the relevant Group Asset will not be separated from the Sellers’ Group’s business and the Buyer will be responsible for procuring an alternative to that Group Asset.

Without limiting Clause 28 and save as otherwise provided for in Clause 13.10, with effect from the relevant date(s) contemplated by the Separation Principles or as otherwise agreed in the Separation Plan (and in any event by the end of the term of the TSA), the Buyer will:

own and hold the exclusive benefit of the Group Assets that have been separated from the Sellers’ Group’s business;

carry out and perform all the obligations and liabilities to be carried out and performed in relation to the Group Assets that have been separated from the Sellers’ Group’s business; and

indemnify and hold the Sellers’ Group harmless against all Liabilities which may be suffered or incurred by the Sellers’ Group in respect of any failure by the Buyer to comply with Clause 13.11(b).

Without limiting any provision of the TSA (or the agreed Separation Plan):

the Sellers and the Buyer are each responsible for their own and their Affiliates’ internal and third-party costs relating to the formulation of the Separation Plan; and

the Buyer is responsible for the internal and third-party costs of:

the Sellers and the Sellers’ Affiliates; and

Anglo and Anglo’s Affiliates,

costs to be met by the Buyer as described in Clauses 13.10 and 13.12(b) will be “at cost” without any mark-up imposed by the Sellers’ Group and will be invoiced by the relevant Sellers’ Group member in arrears at any time after the end of the relevant calendar month. The amounts specified in each invoice (together with any GST if applicable) will be payable by the Buyer within 30 days of receipt of the relevant invoice. The Sellers’ invoice given under this Clause 13.12(c) may include those costs to be met by the Buyer as described in Clauses 13.10 and 13.12(b) which relate to any preceding calendar month and be in respect of more than one calendar month; and

the Buyer’s maximum aggregate liability in respect of all costs invoiced under Clause 13.12(c) (together with all costs invoiced under clause 12.12(c) of the SMC SPA) will not exceed $20,000,000.

The parties acknowledge and agree that compliance by their respective Affiliates with their obligations under clause 12 of the SMC SPA is taken to constitute compliance by them with this Clause 13.

MATERIAL ADVERSE CHANGE

If, before Completion, either the Buyer or the Sellers become aware that a Material Adverse Change has occurred, each party must promptly give written notice to each other party, including full details of the Material Adverse Change.

No later than 10 Business Days after a party gives a notice under Clause 14.1 (or such other period as the Buyer and the Sellers may agree in writing), the Sellers must notify the Buyer whether, in the reasonable opinion of the Sellers, the Sellers consider that the Material Adverse Change could be cured (including by payment of money) or could otherwise cease to exist on or before Completion and full details of all relevant circumstances, including the basis on which the Sellers consider the Material Adverse Change can be cured or otherwise cease to exist, and applicable timeframes.

If a Material Adverse Change occurs before Completion and the Sellers give a notice under Clause 14.2 that the Material Adverse Change can be cured before Completion, the Sellers must use reasonable endeavours to investigate and cure (or procure the cure of) the Material Adverse Change before the MAC Cure Date.

The Sellers must keep the Buyer reasonably informed in relation to any Material Adverse Change (including providing details of any actions the Sellers are taking to cure the Material Adverse Change), and must promptly give written notice to the Buyer at any time before Completion if, in the reasonable opinion of the Sellers, the Sellers consider that a Material Adverse Change cannot be cured or otherwise cease to exist before the MAC Cure Date.

If a Material Adverse Change occurs before Completion and the Material Adverse Change is not cured or has not otherwise ceased to exist on or before the MAC Cure Date:

the Buyer may, by written notice to the Sellers; or

the Sellers may, by written notice to the Buyer,

If the Sellers give a notice under Clause 14.2 or 14.4 that the Material Adverse Change cannot be cured and will not otherwise cease to exist on or before Completion:

the Buyer may, by written notice to the Sellers; or

the Sellers may, by written notice to the Buyer,

The parties agree that the occurrence of a Material Adverse Change will not constitute a breach of this Deed by the Sellers.

Nothing in Clause 14.7 restricts the Buyer from making a Claim against a Sellers’ Group member for a breach by a Sellers’ Group member of its obligations under this Deed, except that the Buyer is excluded from making a Claim against a Sellers’ Group member:

where a Material Adverse Change has been cured in accordance with this Clause 14 or otherwise ceases to exist on the Completion Date; or

in respect of any breach of Warranty by the Sellers where this Deed is terminated in accordance with Clauses 14.5 or 14.6.

COMPLETION

Completion will take place at the Sellers’ Solicitors offices (or at any other place as agreed in writing by Anglo and the Buyer) on the Scheduled Completion Date.

Where the Buyer (or a Buyer’s Affiliate) is the ‘Buyer’ under the SMC SPA, Anglo may, by notice to the Buyer, defer the Scheduled Completion Date to any subsequent End of Month Date where Anglo considers (acting reasonably) such deferral is necessary to ensure completion of the SMC SPA occurs on the next Business Day after the Sunday which occurs subsequent to Completion. Anglo may give multiple notices extending the Scheduled Completion Date under this Clause 15.2.

At Completion:

MNC shall do or procure the carrying out of, all those things listed in paragraph 1 of Schedule 5;

the Sellers shall do or procure the carrying out of, all those things listed in paragraph 2 of Schedule 5; and

the Buyer shall do or procure the carrying out of all those things listed in paragraph 3 of Schedule 5.

At Completion:

the Buyer shall procure that each relevant Group Company repays to each relevant Seller and / or the Seller’s Affiliate the amount of any Estimated Inter-Group Funding Payables;

the relevant Seller shall, and shall procure that each of the Sellers’ relevant Affiliates shall, repay to each relevant Group Company the amount of any Estimated Inter-Group Funding Receivables; and

the repayments in accordance with Clauses 15.4(a) and 15.4(b) will be settled by payments between (a) the relevant Seller, for itself and as agent on behalf of the Seller’s relevant Affiliates; and (b) the Buyer, for itself and as agent on behalf of the relevant Group Companies, and Clause 24.5(b) will apply to such payments.

Within 10 Business Days of the Completion Accounts becoming binding in accordance with Schedule 9, and the Inter-Group Funding Payables and Inter-Group Funding Receivables being finally determined, if the amount of any Inter-Group Funding Payable and / or any Inter-Group Funding Receivable contained in the Completion Accounts is greater or less than the corresponding Estimated Inter-Group Funding Payable or Estimated Inter-Group Funding Receivable, the Sellers and the Buyer shall procure that any necessary adjustments to the repayments pursuant to Clause 15.4 are made to ensure that the actual amount of each Inter-Group Funding Payable and each Inter-Group Funding Receivable has been repaid by each relevant Group Company to the relevant Seller or relevant Seller’s Affiliate, or by the relevant Seller or relevant Seller’s Affiliate to the relevant Group Company, as the case may be and it is agreed that any amounts payable by the relevant Group Company to the Sellers or relevant Sellers’ Affiliate, or by the Sellers or relevant Sellers’ Affiliate to the relevant Group Company under this Clause 15.5, will to the extent possible, be set-off against each other, such that a single amount will be payable by the relevant Group Company to the Sellers or relevant Sellers’ Affiliate or vice versa.

If the Buyer (or an Affiliate of the Buyer) is not the ‘Buyer’ pursuant to the SMC SPA, the parties acknowledge and agree that each of the Anglo Services and Marketing Agreements will terminate with effect on and from Completion. The Buyer shall, as soon as practicable after AASC issues an invoice for remuneration in relation to the provision of services for the period before Completion under an Anglo Services and Marketing Agreement, procure that the Moranbah Manager pays the amount of that invoice to AASC, as if those agreements were still in force.

Subject to Clause 15.8, all documents and items delivered, and payments received, in connection with Completion will be held by the recipient to the order of the person delivering or making them.

Simultaneously with:

the delivery of all documents and items required to be delivered;

the receipt of all payments required to be made; and

the performance of all other obligations required to be performed at Completion,

No party shall be obliged to complete the sale and purchase of any of the MNC Assets and any of the Shares unless the sale and purchase of all the MNC Assets and all of the Shares is completed simultaneously.

Without prejudice to Clause 34 or any other rights and remedies a party may have, if the Buyer or the Sellers do not comply with their obligations under Clause 15.3 on the Scheduled Completion Date, the Buyer (in the case of non-compliance by the Sellers and / or MNG) and Anglo and / or the Sellers (in the case of non-compliance by the Buyer) shall each be entitled by notice in writing to each other party, at its discretion:

to defer Completion to the next End of Month Date or any later date set for Completion in accordance with this Clause 15.10(a). In such event:

if the deferral is the result of non-compliance by the Buyer, Anglo may at its election provide the Buyer with an updated Completion Schedule in accordance with the requirements of Clause 12.5 (other than in respect of timing), which will then constitute the Completion Schedule for the purposes of this Deed in lieu of any prior Completion Schedule;

if the deferral is the result of non-compliance by any Seller and / or MNG, Anglo will, if requested by the Buyer, promptly upon such request provide the Buyer with an updated Completion Schedule in accordance with the requirements of Clause 12.5 (other than in respect of timing), which will then constitute the Completion Schedule for the purposes of this Deed in lieu of any prior Completion Schedule; and

this Clause 15.10 will also apply to Completion so deferred;

so far as practicable, to complete the sale and purchase of the MNC Assets and the Shares in accordance with Clause 15.2 and Schedule 5; or

provided Completion has been deferred in accordance with Clause 15.10(a) at least once by it, to terminate this Deed by notice in writing to the other parties, following which Clause 34 will apply.

Notwithstanding anything in this Deed, if a waiver has not been received in accordance with Clause 10.1(a)(i) and Completion is not permitted under the Joint Venture Agreement without causing a default or an obligation of re-assignment because the period for Completion to occur following expiry of the Exercise Period has passed (such circumstances constituting “Pre-emption Expiry”), the Sellers may, in their direction, terminate this Deed prior to Completion by notice in writing to the other parties.

COMPLETION ACCOUNTS

In respect of the Completion Accounts, the parties shall comply with the requirements set out in Schedule 9.

Within 10 Business Days, starting on the day after the Completion Accounts become binding in accordance with the provisions of Schedule 9, the following payments will be made:

in respect of the Cash:

if the Cash is less than the Estimated Cash, the Sellers shall repay to the Buyer an amount equal to such difference; or

if the Cash is greater than the Estimated Cash, the Buyer shall pay to the Sellers an amount equal to such difference;

in respect of the Debt:

if the Debt is less than the Estimated Debt, the Buyer shall pay to the Sellers an amount equal to such difference; or

if the Debt is greater than the Estimated Debt, the Sellers shall repay to the Buyer an amount equal to such difference; and

in respect of the Working Capital:

if the Working Capital is less than the Estimated Working Capital, the Sellers shall repay to the Buyer an amount equal to such difference; or

if the Working Capital is greater than the Estimated Working Capital, the Buyer shall pay to the Sellers an amount equal to such difference,

POST-COMPLETION OBLIGATIONS

The Buyer shall by no later than the next scheduled payroll following Completion, procure, to the extent not paid on or before the Completion Date, the payment by each relevant Group Company of any Transaction Bonuses to the persons entitled to such amounts and each Group Company will deduct and withhold from any such payment such amount as the relevant Group Company is required by Law to deduct and withhold for, or on account of, Tax. The Buyer shall procure that each relevant Group Company accounts to the appropriate Tax Authority for amounts so deducted or withheld in accordance with applicable Law. Any such recipient of a Transaction Bonus may enforce this Clause 17.1 under the Contracts (Rights of Third Parties) Act 1999.

After Completion, the Buyer must procure that the Group Companies make all necessary filings with ASIC to give effect to the changes in the membership of the Group Companies, the changes in the officers of each Group Company and the change in name and registered address of each Group Company made in accordance with the terms of this Deed.

The parties acknowledge that legal title to the Mining Tenements, to the extent of the MNC Interest and MNC Tenement Interest, remains with MNC until registration of the Buyer as a holder of the Mining Tenements under the Resources Acts, and agree that, subject to Clause 29, from Completion until the Buyer is registered as the holder of the Mining Tenements under the Resources Acts, MNC shall:

to the maximum extent permitted by law and subject to the terms of the Joint Venture Agreement:

grant the Buyer the right to access the Mining Tenements as if the Buyer was the registered holder of the Mining Tenements;

exclusively delegate its rights and powers as a registered holder of the Mining Tenements to the Buyer;

(at the Buyer’s cost) promptly do such other things as the Buyer reasonably and lawfully requires to be done to enable the Buyer to exercise the rights granted under this Clause 17.3(a); and

not, nor authorise, agree or commit to:

take steps to surrender, cancel or transfer the Mining Tenements;

assign, transfer, create any Encumbrance over, declare itself a trustee of or otherwise deal with or dispose of the Mining Tenements; or

agree to a variation of the terms of the Mining Tenements.

The Buyer must, promptly after Completion, execute and lodge the Mining Tenement Transfers, together with all documents necessary to transfer MNC’s interest in the Mining Tenements:

firstly, if not already stamped, for stamping by or on behalf of the relevant Authority (and promptly pay any Duty assessed); and

then, for registration with the relevant Authority under the Resources Acts,

The Buyer shall procure that each Group Company shall as soon as reasonably practicable and in any event:

within five Business Days of Completion:

remove any use of the Trade Marks and Get-up displayed online by the Group Company and / or any of their Affiliates; and

cease to use in the ordinary course of any business:

the words “Anglo” or “Anglo American”; and

any business or domain name which at Completion was or had been used by the Sellers or any Sellers’ Affiliate;

within 20 Business Days of Completion:

remove or replace the Trade Marks and Get-up on any administrative forms, templates, documents and other corporate content; and

remove any signs and indicia bearing the Trade Marks and Get-up from any headquarter premises of the Group Company and / or any of their Affiliates;

within 60 Business Days of Completion, remove any signs and indicia bearing the Trade Marks and Get-up from any other sites and operations owned, controlled and / or operated by the Group Company; and

within 12 months of Completion, remove or replace the Trade Marks and Get-up on any clothing of Employees.

The Buyer shall put in place and maintain until the sixth anniversary of the Completion Date run-off directors’ and officers’ insurance with the same level of coverage and scope as each Group Company has in place immediately before Completion (“D&O Insurance”) in respect of those directors and officers of any Group Company who resign from any board of a Group Company at or before Completion, providing a level of cover no less extensive than that which is in place as at the date of this Deed. The Buyer undertakes that it shall not take or omit to take (and shall procure that each Buyer Group member shall not take or omit to take) any action which has the effect of invalidating the D&O Insurance. Any such director covered by the D&O Insurance may enforce this Clause 17.6 under the Contracts (Rights of Third Parties) Act 1999.

For a period of seven years from Completion, the Buyer shall, and shall procure that each Group Company shall:

preserve and maintain all books, records and documents which relate to the Taxation of the Group and each Group Company and pertain to events occurring before Completion; and

make all books, records and documents which are in its possession or control and relate to the Group (insofar as the same record matters occurring on or before Completion) available for inspection by Anglo, the Sellers and their respective Representatives, permit Anglo, the Sellers and their respective Representatives to have reasonable access during normal Working Hours to, and to take copies (at such person’s own expense) of such books, records and documents, and to otherwise provide reasonable information and assistance and reasonable access to any director, officer, employee or agent or adviser of the Group, in each case to the extent reasonably required by Anglo, the Sellers or their respective Representatives and subject to reasonable advance notice being given.

Except as required by applicable Law or with Anglo’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Buyer shall not, and shall not cause or permit any Buyer Group member (including the Group Companies) to, make or change any Tax election, amend any Tax Return or take any Tax position on any Tax Return, in each case with respect to any period (or part of any period) ended on or before Completion, that could result in any increased Tax liability (or any indemnification or payment obligation under this Deed or any other Transaction Document in respect of any Tax liability) to, or reduce any Relief of, Anglo, Anglo’s Affiliates, the Sellers or a Seller’s Affiliate.

If the consents contemplated by Clause 10.2(b)(ii) are not obtained before Completion, the Buyer shall use reasonable endeavours, at its own cost, to as soon as practicable following Completion, re-appoint the Moranbah Manager or appoint any replacement manager for the Moranbah Manager under the Management Agreement and Joint Venture Agreement.

Following Completion, if the beneficiary (including the Scheme Manager) of any Seller Financial Provisioning pays or refunds any portion of that Seller Financial Provisioning to the Buyer Group (including as a result of the Buyer Group providing the Replacement Financial Provisioning and including if any portion of the Seller Financial Provisioning is credited against the Replacement Financial Provisioning), the Buyer must promptly, and in any case within five Business Days:

notify MNC of receipt of such payment; and

pay the applicable Refunded Financial Provisioning amount (in respect of the applicable Seller Financial Provisioning) to MNC.

TENEMENT APPLICATION

MNC and the Buyer acknowledge that the Tenement Application:

is not transferable until it is granted under the Resources Acts; and

may not be granted before Completion.

If the Tenement Application is not granted before Completion or is granted without reasonable time to secure indicative approval for the transfer of MNC’s interest in the Tenement Application to the Buyer (and secure any other necessary approvals to do so) by Completion, from Completion:

MNC appoints the Buyer as its agent in respect of the Tenement Application and authorises the Buyer to do all things necessary (at the Buyer’s cost) to:

obtain the grant of the Tenement Application (including, but not limited to, executing any required documents and dealing directly with the Authority); and

attend to transfer the tenement granted from the Tenement Application to the Buyer (including, but not limited to, dealing directly with the Authority);

MNC must:

promptly notify the Authority in writing that the Buyer has been appointed as MNC’s agent in respect of the Tenement Application and all dealings associated with it and will (at the Buyer’s cost) execute and deliver to the Buyer such further documentation as the Authority reasonably requires to evidence such appointment;

do all things reasonably necessary to ensure that the Buyer is accepted as MNC’s agent in this respect by the Authority; and

not revoke the appointment of the Buyer as its agent until such time as the transfer of the tenement granted from the Tenement Application has been completed;

the Buyer accepts that appointment as agent on the terms of this Clause 18.2, and agrees to take all reasonable steps to progress the Tenement Application expeditiously and procure the granting of the tenement under the Resources Acts pursuant to the Tenement Application as soon as possible (including providing such further information and assistance to the Authority as is reasonably required, including as to the financial and technical resources of the Buyer);

MNC and the Buyer must cooperate in progressing the Tenement Application to grant and transfer to the Buyer (at the Buyer’s cost), including promptly providing all necessary information, undertaking all steps and signing all documents reasonably requested by the Buyer to progress the Tenement Application to grant and transfer to the Buyer, and the Buyer must provide or pay, as the case may be, any applicable Financial Provisioning;

each of MNC and the Buyer must promptly deliver to the other all notices and correspondence that each sends or receives in relation to the Tenement Application;

following grant of the Tenement Application, the Buyer:

must provide to MNC a duly completed transfer form for the transfer of the tenement granted from the Tenement Application, which MNC must sign and deliver it to the Buyer; and

must do all things necessary (including immediately applying for the consent of the Resources Minister in accordance with the Resources Acts) to transfer the tenement granted from the Tenement Application to the Buyer.

The Buyer indemnifies MNC from and against any Liabilities (including any claim by any person against MNC) in respect of the Tenement Application, any tenement granted under the Resources Acts as a result of the Tenement Application or the Buyer’s acts or omissions as agent under this Clause 18, except to the extent of any Liability or claim which is caused or contributed to by any act or omission of MNC or any of its Affiliates, other than MNC’s exercise of any right under this Deed.

MNC and Buyer agree that if:

the Tenement Application is refused, MNC must immediately notify the Buyer of the refusal; or

the Buyer notifies MNC following Completion that it wishes MNC to withdraw or not progress the Tenement Application (including where the Tenement Application is offered for grant subject to conditions that are unacceptable to the Buyer), MNC must decline the grant and withdraw the application or surrender the Tenement Application and immediately notify the Buyer of the declining, withdrawing or surrender.

WRONG POCKETS

Subject to Clauses 19.2 and 19.3, if within 12 months following Completion, it is established that the Sellers or the Buyer has any right, title, or interest in any asset which, pursuant to this Deed should have been transferred to, or retained by, the other (as the case may be):

the party holding the right, title, or interest in the asset shall transfer such right, title or interest, as soon as practicable, to the other party (or its nominee) on terms that no consideration is required to be paid for such transfer; and

each party shall execute or do, or procure to be executed or done, at the own cost, all such documents and things as may be necessary to validly effect the transfer and to vest the relevant right, title and / or interest in the asset to the other party (or its nominee),

If it is established in accordance with Clause 19.1 that the Sellers have any right, title, or interest in any asset held by the Sellers which, pursuant to this Deed should have been transferred to the Buyer, the Buyer shall transfer to the Sellers’ Bank Account immediately before the transfer of such asset by the Sellers to the Buyer an amount in US dollars equal to:

if such an asset was not included in Cash, Debt or Working Capital and, as a result the Buyer did not pay the Sellers for such asset as part of the Consideration, the value of such asset that should have been included in the Completion Accounts within either Cash, Debt or Working Capital calculated in accordance with Schedule 9; minus

any amount that the parties agree in good faith has accrued to the benefit of the Sellers in connection with the asset in the period between Completion and the transfer pursuant to this Clause 19; plus

any amount that the parties agree in good faith has been incurred by the Sellers in connection with the asset in the period between Completion and the transfer pursuant to this Clause 19.

If it is established in accordance with Clause 19.1 that the Buyer has any right, title, or interest in any asset which, pursuant to this Deed should not have been transferred to the Buyer and should have remained with the relevant Seller, the relevant Seller shall transfer to the Buyer’s Bank Account immediately before the transfer of such asset by the Buyer to the relevant Seller an amount in US dollars equal to:

if such an asset was included in Cash, Debt or Working Capital and, as a result the Buyer did pay the Sellers for such asset as part of the Consideration, the value of such asset that was included in the Completion Accounts within either Cash, Debt or Working Capital calculated in accordance with Schedule 9; minus

any amount that the parties agree in good faith has accrued to the benefit of the Buyer in connection with the asset in the period between Completion and the transfer pursuant to this Clause 19; plus

any amount that the parties agree in good faith has been incurred by the Buyer in connection with the asset in the period between Completion and the transfer pursuant to this Clause 19.

The Buyer Group will not be liable in respect of any single Claim or any series of Claims under this Clause 19 which arise from the same or substantially the same facts, matters, circumstances or events (and such Claim(s) will be disregarded for all purposes) unless the amount of the liability pursuant to such Claim or series of Claims would exceed 0.1% of the Completion Payment.

The Buyer Group will not be liable in respect of any single Claim unless the aggregate amount of the Buyer Group’s liability for all Claims (other than Claims excluded by Clause 19.4) would exceed 1% of the Completion Payment, in which case the Buyer Group will only be liable for the excess.

ASSUMED CONTRACTS AND COAL SALES AGREEMENTS

Subject to Clause 20.3, on and with effect from Completion, MNC shall, assign and the Buyer accepts an assignment of all of MNC’s rights under, benefits of and interests in the Assumed Contracts and the Coal Sales Agreements (as applicable, “Benefits”) and assumes MNC’s obligations and Liabilities in relation to the Assumed Contracts and the Coal Sales Agreements (whether arising before, on or after Completion).

Without limiting Clause 20.1, and subject to Clause 20.9, in respect of each Assumed Contract and Coal Sales Agreement, MNC and the Buyer shall use best endeavours to, and as soon as reasonably possible, enter into a deed of assumption and assignment (or if required by the relevant contract, a deed of novation) with the counterparty, conditional upon Completion, under which:

the Benefits under the Assumed Contract and the Coal Sales Agreement (as applicable) are assigned to the Buyer with effect on and from Completion;

the Buyer assumes MNC’s obligations and Liabilities under the Assumed Contract and the Coal Sales Agreement (as applicable) (whether arising before, on and from Completion); and

MNC as assignor is released from its obligations and Liabilities under the Assumed Contract and the Coal Sales Agreement (as applicable) (whether arising before, on and from Completion),

This Deed does not constitute an assignment or an attempted assignment of an Assumed Contract or Coal Sales Agreement if an assignment or attempted assignment requires the consent of the counterparty to the Assumed Contract or Coal Sales Agreement (as applicable) and would constitute a breach of that Assumed Contract or Coal Sales Agreement (as applicable) or applicable Law if an assignment were made without that consent.

If the consent of a counterparty is required for the transfer of an Assumed Contract or Coal Sales Agreement to the Buyer under Clauses 20.1 to 20.3, MNC and the Buyer will use their reasonable endeavours to obtain that consent by or as soon as reasonably practicable after Completion.

Pending the transfer of an Assumed Contract or Coal Sales Agreement to the Buyer under Clause 20.1, MNC shall, on and from Completion, at the expense of the Buyer:

hold the Benefits of the Assumed Contract or the Coal Sales Agreement on trust for the Buyer and account to the Buyer promptly after receipt by it for the value of any Benefit of the Assumed Contract or the Coal Sales Agreement that arises (or relates to the period) after Completion;

subject to Clause 20.7, enforce the Assumed Contract or the Coal Sales Agreement against any counterparty to it in the manner that the Buyer directs (and promptly following such direction) from time to time; and

not agree to any termination, amendment or waiver of MNC’s rights under the Assumed Contract or the Coal Sales Agreement without the Buyer’s written consent.

If any Assumed Contract or Coal Sales Agreement has not been transferred to the Buyer at Completion:

subject to Clause 20.7, MNC shall perform and observe all obligations of MNC under any Assumed Contract or Coal Sales Agreement which are due to be performed before Completion;

the Buyer shall, to the extent it lawfully can, assume, perform and observe all obligations of MNC’s under any Assumed Contract or Coal Sales Agreement which are due to be performed after Completion; and

subject to Clause 20.7, MNC shall at the request and expense of and with the Buyer’s assistance, use its reasonable endeavours to perform any obligation of MNC under any Assumed Contract or Coal Sales Agreement which arises (or relates to the period) from Completion which the Buyer cannot lawfully assume, perform or observe.

Without limiting Clause 20.6, MNC is not required to incur any costs (or take any action which requires MNC to incur costs) in complying with Clauses 20.5(b), 20.6(a) and 20.6(c) unless the Buyer has paid MNC the anticipated costs of complying with those Clauses (as notified by MNC to the Buyer, acting reasonably).

Without limiting Clause 28, the Buyer indemnifies Anglo and the Sellers (on a dollar for dollar basis) against all Liabilities suffered, paid or incurred by Anglo or the Sellers from:

any breach, non-performance or non-observance of any obligation of the assignee under an Assumed Contract or Coal Sales Agreement;

MNC performing its obligations under Clauses 20.5(b), 20.6(a) and 20.6(c);

any claim made by a counterparty under an Assumed Contract or Coal Sales Agreement; and

any breach by the Buyer of Clauses 20.6(a) to 20.6(c).

If, despite their reasonable endeavours, MNC and the Buyer are unable (including because any counterparty consent required cannot be obtained) to transfer an Assumed Contract or Coal Sales Agreement under Clauses 20.1 to 20.3 within 12 months from Completion, MNC may, by written notice to the Buyer, require MNC and the Buyer to use their respective reasonable endeavours to procure that the Assumed Contract or Coal Sales Agreement is terminated with no additional liability to MNC. For the avoidance of doubt, there will be no adjustment to the Consideration because of any such termination.

The provisions of this Clause 20 continue to apply in relation to, and pending the termination of an Assumed Contract or Coal Sales Agreement under Clause 20.9. If the Buyer and Anglo have, by written agreement, agreed to waive the Condition in Clause 10.15 in respect of any Specific Contract, the parties agree that a reference to Assumed Contracts in this Clause 20 includes reference to each Specific Contract in relation to which the Condition in Clause 10.15 has not been satisfied (as applicable).

GUARANTEES

From Completion, the Buyer shall promptly do everything necessary to assist the Sellers with the release of the Seller Guarantees, including:

lodging the Replacement Bank Guarantees and Replacement Financial Provisioning (and any duly completed and executed forms as may be required) with the State or the Bank Guarantee Beneficiary; and

providing the relevant Authority with any further Financial Provisioning in relation to the Mining Tenements and related Environmental Authorisations as and if required by the relevant Authority (including any Financial Provisioning which is specified as being required to be provided in a Notice of Decision),

Without limiting Clause 21.1, on and from Completion, the Buyer shall deliver to the relevant Authority any Financial Provisioning (in addition to any Financial Provisioning required to be delivered under Clause 21.1) required to be provided in respect of a Mining Tenement and / or an Environmental Authorisation under the Resources Act or the Environmental Protection Act 1994 (Qld) (including in respect of any FPS Environmental Authority).

Without limiting Clause 21.1 to 21.2, the Buyer shall use reasonable endeavours to ensure that as soon as reasonably practicable after Completion, the Sellers and each Seller’s Affiliate are released from all Third-Party Guarantees and, to the extent not replaced at or before Completion, any Seller Guarantees given by the Sellers or any Seller’s Affiliate in respect of obligations of any Group Company and pending release of any such Third-Party Guarantee or Seller Guarantee, and the Buyer shall indemnify the Sellers and each Seller’s Affiliate on demand (on a dollar for dollar basis) against all Liabilities arising after Completion under or by reason of such Third-Party Guarantee or Seller Guarantee.

Without limiting Clauses 21.1 to 21.2, the Sellers shall use reasonable endeavours to ensure that as soon as reasonably practicable after Completion, each Group Company is released from all Third-Party Guarantees given by it in respect of the Sellers’ or any Seller’s Affiliate’s obligations and pending release of any such Third-Party Guarantee, the Sellers shall indemnify the Buyer and each Group Company on demand (on a dollar for dollar basis) against all Liabilities arising after Completion under or by reason of such Third-Party Guarantee.

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ANGLO’S WARRANTIES

Anglo is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

Anglo has taken all necessary action and has all requisite power and authority to enter and perform this Deed and the other Transaction Documents to which it is a party in accordance with their terms;

this Deed and the other Transaction Documents (to which it is a party) constitute (or will constitute when executed) valid, legal and binding obligations on Anglo in accordance with their terms; and

the execution and delivery of this Deed and the other Transaction Documents by Anglo and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the constitutional documents of Anglo, any agreement or instrument to which Anglo is a party or by which it is bound, or any Law, order or judgment that applies to or binds Anglo or any of its property.

SELLERS’ WARRANTIES AND UNDERTAKINGS

The Sellers warrant to the Buyer that each of the Warranties in Schedule 6 is true and accurate:

as at the date of this Deed; and

in respect of the Fundamental Warranties only, as at Completion as if repeated immediately before Completion and on the basis that any reference made to the date of this Deed (whether express or implied) in any Warranty must be considered a reference to the Completion Date.

Each of the Warranties must be construed as being separate and independent.

Warranties qualified by the expression “so far as the Sellers are aware” (or any similar expression) are deemed to be given by the Sellers only based on the actual knowledge of [***], [***], [***], [***], [***], [***], [***], [***], [***], [***] and [***]as at the date of this Deed.

Notwithstanding any other provision of this Deed, the provisions of this Clause 24 and Schedule 7, and the provisions in paragraph 3 of the Tax Covenant, operate to limit the Sellers’ liability in respect of any Claim.

The Sellers and the Buyer acknowledge and agree that on and from Completion:

except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents, to the extent permitted by Law, the Sellers, their Affiliates and their and their Affiliates’ Connected Persons have no rights or remedies against (and have not assigned any rights or remedies against) and shall not bring or make any claim, proceeding, suit or action, in relation to the transactions contemplated by the Transaction Documents:

in connection with any information, opinion or advice supplied or given (or omitted to be supplied or given) in connection with any of the Transaction Documents against any current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants of any Group Company (each of whom shall be entitled to enforce this Clause 24.5(a)(i) under the Contracts (Rights of Third Parties) Act 1999) on whom it may have relied before agreeing to any terms of, or entering into, any Transaction Document; and

against any Group Company or any of their current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of which shall be entitled to enforce this Clause 24.5(a)(ii) under the Contracts (Rights of Third Parties) Act 1999) in relation to a matter occurring before the Completion Date,

subject to any payments required to be made on or following the Completion Date pursuant to this Deed (including the payment of the Transaction Bonuses), no amounts will be owed from a Group Company to the Sellers or a Seller’s Affiliate in relation to matters occurring before Completion; and

subject to any payments required to be made on or following the Completion Date pursuant to this Deed (including the payment of the Transaction Bonuses), no amounts will be owed from the Sellers or a Seller’s Affiliate to a Group Company in relation to matters occurring before Completion.

SELLER GUARANTOR’S WARRANTIES AND UNDERTAKINGS

The Seller Guarantor warrants to the Buyer as at the date of this Deed and as at Completion as if repeated immediately before Completion that:

the Seller Guarantor is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

no (i) meeting has been convened, resolution proposed, petition presented or order made for its winding up; (ii) receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to any of its assets; or (iii) mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;

the Seller Guarantor has taken all necessary action and has all requisite power and authority to enter into and perform this Deed and the other Transaction Documents to which the Seller Guarantor is a party in accordance with their terms;

this Deed and the other Transaction Documents to which the Seller Guarantor is a party constitute (or will constitute when executed) valid, legal and binding obligations on the Seller Guarantor in accordance with their terms;

the execution and delivery of this Deed and the other Transaction Documents to which the Seller Guarantor is a party by the Seller Guarantor and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Seller Guarantor’s constitutional documents, any agreement or instrument to which the Seller Guarantor is a party or by which it is bound, or any Law, order or judgment that applies to or binds the Seller Guarantor or any of its property;

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority is required to be obtained, or made, by the Seller Guarantor to authorise the execution or performance of this Deed by the Seller Guarantor;

the Seller Guarantor is not and none of its directors, officers, employees, agents, or representatives is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with any Sanctions Law or Anticorruption Law; and

the Seller Guarantor is not and none of its directors, officers, employees, agents or representatives (in such capacity):

is or has been a Sanctioned Person;

is or has been in breach of any Sanctions Laws; or

has in the three years before the date of this Deed engaged in any transaction or dealing with any Sanctioned Person or with any Sanctioned Territory,

The Seller Guarantor irrevocably and unconditionally:

guarantees, as a primary obligation to the Buyer, the due and punctual performance by Anglo and the Sellers of all the Seller Guaranteed Obligations in accordance with this Clause 25;

undertakes to the Buyer that:

whenever Anglo or the Sellers do not pay any amount when due under or in connection with the Seller Guaranteed Obligations, it shall immediately on demand and without deduction or withholding pay that amount as if the Seller Guarantor was the principal obligor; and

whenever Anglo or the Sellers fail to perform any other Seller Guaranteed Obligation, it shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) that Seller Guaranteed Obligation,

indemnifies each of the Buyer, all of its Affiliates and each officer, employee and agent of such persons on demand (on a dollar for dollar basis) against all Liabilities which the Buyer may suffer or incur (whether directly or indirectly) as a result of any claim relating to:

the failure of Anglo or the Sellers to perform any of the Seller Guaranteed Obligations; or

any Seller Guaranteed Obligation becoming unenforceable, invalid or illegal.

The guarantee in Clause 25.2 is a continuing guarantee and will extend to the ultimate balance of sums payable by Anglo and the Sellers in respect of the Seller Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

If any payment by any of Anglo, the Sellers and / or the Seller Guarantor or any discharge of any obligations of Anglo, the Sellers and / or the Seller Guarantor or any security for those obligations or otherwise is avoided or reduced because of insolvency or any similar event:

the liability of Anglo, the Sellers and the Seller Guarantor will continue as if the payment discharge, avoidance or reduction had not occurred; and

the Buyer will be entitled to recover the value or amount of that security or payment from the Seller Guarantor as if the payment, discharge, avoidance or reduction had not occurred.

The obligations of the Seller Guarantor under this Clause 25 will not be affected by any act, omission, matter or thing which, but for this Clause 25.5, would reduce, release or prejudice any of its obligations under this Clause 25 (whether or not known to the Buyer, the Buyer Guarantor, Anglo, the Sellers or the Seller Guarantor) including:

any time, waiver or consent granted to, or composition with, Anglo, the Sellers or any other person;

the release of Anglo, the Sellers or any other person under the terms of any composition or arrangement with any creditor;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, Anglo, the Sellers or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution, amalgamation, reconstruction or change in the members or status of the Buyer or any other person;

any amendment (however fundamental) or replacement of any of the Seller Guaranteed Obligations or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under this Deed or any other document or security; or

any insolvency or similar proceedings.

The Seller Guarantor waives any right it may have of first requiring the Buyer to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Seller Guarantor under this Clause 25. This waiver applies irrespective of any law or any provision of this Deed to the contrary.

Until all amounts which may be or become payable by Anglo or the Sellers under or in connection with the Seller Guaranteed Obligations have been irrevocably paid in full:

the Buyer may refrain from applying or enforcing any other money, security or rights held or received by the Buyer in respect of those amounts or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and the Seller Guarantor shall not be entitled to the benefit of the same;

the Buyer may hold in an interest-bearing suspense account any money received from the Seller Guarantor or on account of the Seller Guarantor’s liability under this Clause 25;

the Seller Guarantor shall not exercise any rights which it may have by reason of performance by it of the Seller Guaranteed Obligations to be indemnified by Anglo or the Sellers or to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Anglo or the Sellers in respect of the Seller Guaranteed Obligations or of any other guarantee or security taken pursuant to, or in connection with, the Seller Guaranteed Obligations by the Buyer; and

the Seller Guarantor shall not claim from Anglo or the Sellers any sums which may be owing to it from Anglo or the Sellers or have the benefit of any set-off or counter claim or proof against, or dividend, composition or payment by, Anglo or the Sellers other than in respect of an Exempted Amount.

The Seller Guarantor undertakes to hold any security taken from Anglo or the Sellers in connection with this guarantee in trust for the Buyer pending discharge in full of all the Seller Guarantor’s obligations under this Clause 25.

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Buyer.

BUYER’S WARRANTIES AND UNDERTAKINGS

The Buyer warrants to Anglo and the Sellers as at the date of this Deed and as at Completion as if repeated immediately before Completion that:

the Buyer is validly incorporated, in existence and duly registered under the laws of its country of incorporation;

no (i) meeting has been convened, resolution proposed, petition presented or order made for its winding up; (ii) receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to any of its assets; or (iii) mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;

the Buyer has taken all necessary action and has all requisite power and authority to enter into and perform this Deed and the other Transaction Documents in accordance with their terms;

this Deed and the other Transaction Documents constitute (or will constitute when executed) valid, legal and binding obligations on the Buyer in accordance with their terms;

the execution and delivery of this Deed and the other Transaction Documents by the Buyer and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Buyer’s constitutional documents, any agreement or instrument to which the Buyer is a party or by which it is bound, or any Law, order or judgment that applies to or binds the Buyer or any of its property;

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority (other than the Regulatory Conditions) is required to be obtained, or made, by the Buyer to authorise the execution or performance of this Deed by the Buyer, and, in respect of the Regulatory Conditions, no Authority has indicated to the Buyer, its Affiliates or the Buyer’s or its Affiliates’ Representatives that its consent, approval or authorisation may not be provided, or may only be provided on a conditional basis (and such conditions are not standard conditions or not satisfactory to the Buyer), to enable the Buyer’s performance of this Deed;

the Buyer has provided Anglo and the Sellers with a correct and complete copy of the Commitment Letter (including all exhibits, schedules, annexes, supplements and amendments to the Commitment Letter) and any fee letter related to the Commitment Letter (the “Fee Letter”) pursuant to which the Buyer Guarantor will have available funds, together with cash on hand, to meet its obligations under the Transaction Documents (such debt financing agreements together being the “Buyer Financing Agreements”) provided that such copy of the Fee Letter may be redacted with respect to fees, pricing caps and other economic terms to the extent such redacted terms do not adversely affect the availability of the Financing at Completion;

each Buyer Financing Agreement is in full force and effect and has been executed by and is binding upon the Buyer Group members that are party to the Buyer Financing Agreements and, to the Buyer’s knowledge, all other parties to the Buyer Financing Agreements;

there are no agreements, side letters or arrangements (other than the Buyer Financing Agreements and the fee letters related thereto) relating to the Financing that impose or permit the imposition of conditions precedent to the funding of the Financing on the Completion Date or would otherwise affect the availability of the Financing on the Completion Date;

the Buyer has no reason to believe that any of the Financing Conditions contemplated by the Commitment Letter, and as will be contained in the Buyer Financing Agreements, will not be satisfied or that the Financing will not be made available to the Buyer on or prior to the Completion and the Buyer is not aware of the existence of any fact, matter or circumstance as of the date of this Deed that would reasonably be expected to cause such conditions to the Financing not to be satisfied and the Completion not to occur;

the Buyer is not aware of any fact, matter, event or circumstance which is or could reasonably be expected to result in a Claim, and for the purposes of this Clause 26.1(k), the Buyer’s awareness means the extent to which the Buyer Deal Team Members are aware, or ought reasonably to have been aware after having made reasonable enquiries, as at the date of this Deed of such fact, matter, event or circumstance;

the Buyer is not and no Buyer Group member nor any of their respective directors, officers, employees, agents, or representatives is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with any Sanctions Law or Anticorruption Law; and

the Buyer is not and no Buyer Group member nor any of their respective directors, officers, employees, agents or representatives (in such capacity):

is or has been a Sanctioned Person;

is or has been in breach of any Sanctions Laws; or

has in the three years before the date of this Deed engaged in any transaction or dealing with any Sanctioned Person or with any Sanctioned Territory,

The Buyer acknowledges and agrees that except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents:

it has no rights or remedies against and shall not bring or make any claim, proceeding, suit or action in connection with any of the transactions contemplated in any of the Transaction Documents against any Group Company, Anglo or any Seller’s Affiliate, or each of their respective current or former directors, officers, employees, agents, consultants, advisers, auditors and accountants (each of whom shall be entitled to enforce this Clause 26.2(a) under the Contracts (Rights of Third Parties) Act 1999), and the Buyer irrevocably releases, waives, forfeits and / or extinguishes any such claim, proceeding, suit or action; and

on and from Completion, no Group Company will have any rights or remedies against, or any basis for bringing any claim, proceeding, suit or action against, Anglo, the Sellers, their Affiliates or their or their Affiliates’ Connected Persons (each of which shall be entitled to enforce this Clause 26.2(b) under the Contracts (Rights of Third Parties) Act 1999), and with effect from Completion, the Buyer shall procure that no Group Company brings any such claim, proceeding, suit or action to the extent the Buyer has control of the Group Company.

With effect from Completion, to the maximum extent permitted by Law, the Buyer shall grant, and shall procure that each Group Company shall grant, a release and full discharge to all officers of the Group Companies that resign effective from Completion from all liabilities or obligations owed to a Group Company and shall procure that each Group Company shall waive all claims it has or may have against such persons in connection with his appointment as a director of, or employment with, or conduct in relation to, any Group Company (except in the case of fraud and without prejudice to any matter agreed in the Transaction Documents).

The Buyer acknowledges that:

before the Buyer signed this Deed, the Buyer was given a Section 408 Notice in relation to each of those Properties that have particulars recorded in the environmental management register maintained under the Environmental Protection Act 1994 (Qld); and

a copy of the Section 408 Notices given to the Buyer is contained as an annexure to the Disclosure Letter.

BUYER GUARANTOR’S WARRANTIES AND UNDERTAKINGS

The Buyer Guarantor warrants to Anglo and the Sellers as at the date of this Deed and as at Completion as if repeated immediately before Completion that:

the Buyer Guarantor is validly incorporated, in existence, in good standing and duly registered under the laws of its country of incorporation;

no (i) meeting has been convened, resolution proposed, petition presented or order made for its winding up; (ii) receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to any of its assets; or (iii) mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;

neither Buyer nor Buyer Guarantor is entering into this Deed with the actual intent to hinder, delay or defraud either present or future creditors of any member of the Buyer Group. As of the date of this Deed and immediately after giving effect to the Transaction (including the payment of the Completion Payment), assuming the accuracy of the representations and warranties set forth in Clause 24.1:

the amount of the “fair saleable value” of the assets of the Buyer Guarantor and its subsidiaries, taken as a whole, will exceed the amount that will be required to pay the probable liabilities (including contingent liabilities) of Buyer Guarantor and its subsidiaries, taken as a whole, as such liabilities become absolute and matured;

the assets of Buyer Guarantor, taken as a whole, at a fair valuation, will exceed their liabilities (including the probable amount of all contingent liabilities);

the Buyer Guarantor and its subsidiaries, taken as a whole, will not have an unreasonably small amount of capital for the operation of the businesses in which they are engaged or proposed to be engaged; and

Buyer Guarantor and its subsidiaries, taken as a whole, will not have incurred liabilities, including contingent and other liabilities, beyond their ability to pay such liabilities as they mature or become due;

the Buyer Guarantor has taken all necessary action and has all requisite power and authority to enter into and perform this Deed, the other Transaction Documents and the Buyer Financing Agreements to which the Buyer Guarantor is a party in accordance with their terms;

this Deed, the other Transaction Documents and the Buyer Financing Agreements to which the Buyer Guarantor is a party constitute (or will constitute when executed) valid, legal and binding obligations on the Buyer Guarantor in accordance with their terms;

the execution and delivery of this Deed and the other Transaction Documents to which the Buyer Guarantor is a party by the Buyer Guarantor and the performance of and compliance with their terms and provisions will not conflict with or result in a breach of, or constitute a default under, the Buyer Guarantor’s constitutional documents, any agreement or instrument to which the Buyer Guarantor is a party or by which it is bound, or any Law, order or judgment that applies to or binds the Buyer Guarantor or any of its property;

no consent, action, approval or authorisation of, and no registration, declaration, notification or filing with or to, any Authority (other than the Regulatory Conditions) is required to be obtained, or made, by the Buyer Guarantor to authorise the execution or performance of this Deed by the Buyer Guarantor, and, in respect of the Regulatory Conditions, no Authority has indicated to the Buyer Guarantor, its Affiliates or the Buyer Guarantor’s or its Affiliates’ Representatives that its consent, approval or authorisation may not be provided, or may only be provided on a conditional basis (and such conditions are not standard conditions or not satisfactory to the Buyer Guarantor), to enable the Buyer Guarantor’s performance of this Deed;

the Buyer Guarantor is not and no Buyer Group member nor any of their respective directors, officers, employees, agents, or representatives is engaged (in such capacity) in any conduct, activity or omission which would constitute material non-compliance with any Sanctions Law or Anticorruption Law; and

the Buyer Guarantor is not and no Buyer Group member nor any of their respective directors, officers, employees, agents or representatives (in such capacity):

is or has been a Sanctioned Person;

is or has been in breach of any Sanctions Laws; or

has in the three years before the date of this Deed engaged in any transaction or dealing with any Sanctioned Person or with any Sanctioned Territory,

the Buyer Guarantor is not aware of any condition or circumstance that would prevent, hinder or delay its ability to wire or transfer at Completion the proceeds of the Financing to the bank account designated for such purpose by the Sellers in accordance with this Deed.

The Buyer Guarantor irrevocably and unconditionally:

guarantees, as a primary obligation to Anglo and the Sellers, the due and punctual performance by the Buyer of all the Guaranteed Obligations in accordance with this Clause 27;

undertakes to Anglo and the Sellers that:

whenever the Buyer does not pay any amount when due under or in connection with the Guaranteed Obligations, it shall immediately on demand and without deduction or withholding pay that amount as if the Buyer Guarantor was the principal obligor; and

whenever the Buyer fails to perform any other Guaranteed Obligation, it shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) that Guaranteed Obligation,

indemnifies each Indemnified Party on demand (on a dollar for dollar basis) against all Liabilities which Anglo or the Sellers may suffer or incur (whether directly or indirectly) as a result of any claim relating to:

the failure of the Buyer to perform any of the Guaranteed Obligations; or

any Guaranteed Obligation becoming unenforceable, invalid or illegal.

The guarantee in Clause 27.2 is a continuing guarantee and will extend to the ultimate balance of sums payable by the Buyer in respect of the Guaranteed Obligations, regardless of any intermediate payment or discharge in whole or in part.

The Buyer Guarantor will:

maintain the Buyer Financing Agreements in full force and effect and, except for amendments, modifications, restatements or other changes made to any Buyer Financing Agreement that would not materially adversely affect the Buyer’s and Buyer Guarantor’s ability to satisfy their obligations under the Transaction Documents (and any change which causes the conditionality of any Buyer Financing Agreement to become more onerous or affects the ability of the Buyer Guarantor to enforce its rights against the Financing Sources will be regarded as materially adversely affecting the Buyer’s and Buyer Guarantor’s ability to satisfy their obligations under the Transaction Documents), without the prior written consent of the Sellers agree to, or permit, any amendment, restatement, amendment and restatement, replacement, supplement, or

reduce the aggregate amount of the Financing committed and available to be drawn by the Buyer Guarantor under the Buyer Financing Agreements;

reduce the period for which funds are available to be drawn by the Buyer Guarantor;

otherwise materially adversely affect the Buyer Guarantor’s ability to draw funds under the Buyer Financing Agreements on the Completion Date sufficient to enable the Buyer and Buyer Guarantor to meet their obligations under the Transaction Documents and pay all fees and expenses required to be paid in connection with such Financing; or

breach the obligations of Buyer Guarantor under the Buyer Financing Agreements or definitive financing documentation with respect thereto;

keep Anglo and the Sellers reasonably informed of all material developments in respect of the Buyer Financing Agreements (including, without limitation, any proposed amendments or waivers in respect of the Buyer Financing Agreements) and provide the Sellers with copies of any such amendments or waivers);

give the Sellers prompt written notice of:

any material breach or default by any party to the Buyer Financing Agreements or definitive document related to the Financing; or

the receipt of any written notice from any Financing Source with respect to any:

actual default, termination or repudiation by any party to the Buyer Financing Agreements or any definitive document related to the Financing, or any provisions of the Buyer Financing Agreements or any definitive document related to the Financing; or

material dispute or disagreement between or among any parties to the Buyer Financing Agreements or any definitive document related to the Financing,

upon written request of Sellers, inform the Sellers on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Buyer Financing Agreements and to satisfy the conditions thereof, including, upon written request of Sellers, advising and updating the Sellers and their counsel, in a reasonable level of detail, with respect to status, proposed closing date and material terms of the definitive documentation related to the Financing, providing copies of then current drafts of the credit agreement, indenture, offering memorandum and other primary definitive documents, once drafting of such documentation is sufficiently advanced;

take all action necessary to satisfy on a timely basis the conditions precedent to the Financing on or prior to the Completion and to draw such amounts as it requires under the Buyer Financing Agreements on the Completion Date sufficient, together with such other contemplated sources, for the Buyer and Buyer Guarantor to meet their obligations under the Transaction Documents and all fees and expenses required to be paid in connection with such financing;