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Agreement:

The information contained in the materials which follow are restricted and not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Japan, South Africa, the United States or in any other jurisdiction in which such release, publication or distribution would be unlawful (the “Restricted Territories”).

This information does not constitute an offer, or an invitation to purchase, securities of Ncondezi Coal Company Limited in the Restricted Territories or to any person to whom it is unlawful to make such offer or solicitation. Potential users of this offering information are requested to inform themselves about and to observe any such restrictions.

Ncondezi Coal Company Limited securities cannot be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) or pursuant to an exemption from such registration. Ncondezi Coal Company Limited has not registered, and does not intend to register, any of its securities under the Securities Act, or with any securities regulatory authority of any State or other jurisdiction of the United States (as such term is defined in Regulation S under the Securities Act), or to conduct a public offering of securities in the United States.

By proceeding to view the information you warrant that you:

(a)            have read and understood the paragraphs set out above, and that you understand that they may affect your rights and that you agreed to be bound by their terms;

(b)            are not physically located in a Restricted Territory;

(c)             agree that you will not transmit or otherwise send any materials to which this gatepost gives access to any person in a Restricted Territory or to publications with a general circulation in the a Restricted Territory;

(d)            will not copy or forward to any other person any of the materials you are accessing; and

(e)            understand and agree that failure to comply with the above could result in a breach of applicable securities laws.

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