investor presentation - listed company

www.terracomresources.com

Investor PresentationSeptember 2020

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“Restructure complete – TerraCom is now well on the way to becoming a substantial, growing, profitable and diversified commodities bulk producer”

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DISCLAIMERIMPORTANT NOTICE

This non-deal investor roadshow presentation (Presentation) has been prepared to provide prospective investors (Recipients) with information about TerraCom Limited ACN 143 533 537 (TerraCom) and its business ofbeing a resource explorer with a large portfolio of operating assets in Australia and South Africa (Business) to evaluate a proposal under which the Recipient would invest in TerraCom via debt (Proposed Transaction).This Presentation may not be reproduced, used or given to any other person, in whole or in part.

This Presentation does not constitute investment advice and neither this Presentation nor the information contained in it constitutes an offer, invitation solicitation or recommendation withrespect to the purchase or sale of any securities.

This Presentation, its contents, appendices, and all attachments have been prepared by TerraCom and its advisors.

The information contained in this Presentation has been prepared for information purposes only to assist Recipients in understanding TerraCom and the Business; it has not been verified and does not purport to contain allof the information that Recipients may require prior to providing financial accommodation to, or acquiring shares in, or the assets of, a company or group of companies. Although due care, skill and diligence has been takenin the preparation of this Presentation, none of TerraCom, any of its Related Bodies Corporate (as such term is defined in the Corporations Act 2001 (Cth) (Corporations Act)) nor any of its or their directors, officers,employees or advisers (Relevant Persons) make any representation or warranty as to the accuracy, completeness, timeliness or reliability of the information in this Presentation. None of the Relevant Persons shall haveany liability for any information or representations, expressed or implied, contained in, or in any omissions from, this Presentation or any other written or oral information transmitted to the Recipients in the course of theRecipient’s evaluation of the Proposed Transaction.

All numbers and disclosures have been presented based on the assumptions used to prepare the 2020 Financial Year Financial Statements. Should any of these assumptions change (including future events) then theconsolidated numbers may change, however, the equity portion of the results of operations for TerraCom will not change and therefore there is no underlying financial benefit changes.

This Presentation may contain forward-looking statements, forecasts, estimates, projections, opinions and information about future matters (Forward Statements). The Forward Statements are not guarantees of futureperformance and involve certain risks, uncertainties and assumptions which are difficult to predict. No independent third party has reviewed the reasonableness of any such statements or assumptions. No representation orwarranty, express or implied, is given that such Forward Statements will be achieved or will prove to be correct or that any assumptions upon which the Forward Statements are based are reasonable. No audit, review orverification has been undertaken by TerraCom, its Related Bodies Corporate, any Related Persons or an independent third party of the assumptions, data, results, calculations and forecasts presented or referred to in thisPresentation. Actual future results and operations could vary materially from the Forward Statements and past performance is not necessarily indicative of future results.

The Relevant Persons expressly disclaim all liability for any and all loss, damage, cost, claim, expense, outgoing, interest, loss of profits or loss of any kind suffered or incurred by any person as a result of or in connection

with the provision or use of this Presentation, or any information subsequently provided, or the Recipients or their consultants, agents, representatives or advisers acting on or relying on the information in this Presentation,

or any information subsequently provided, whether the loss, damage, cost, claim, expense, outgoing or interest arises in tort, contract, equity, under statute or otherwise.

The Recipients acknowledge that circumstances may change and this Presentation may become outdated as a result. No obligation is imposed upon the Relevant Persons to advise the Recipients of: (i) any additional

information which comes to their notice after the date of this Presentation which may affect any matter referred to in this Presentation, or (ii) any changes to or errors in the information contained in this Presentation. Any

subsequent information provided by the Relevant Persons to the Recipients will form part of this Presentation and is provided subject to the terms of this Important Notice.

This Presentation is provided for general information purposes only, without taking into account any Recipient's personal objectives, financial situation or needs, and it should not be relied upon by a Recipient in considering

the merits of the Proposed Transaction. Nothing in this Presentation constitutes investment, legal, tax, accounting or other advice. This Presentation is not, and should not be construed as, a recommendation or offer by any

Relevant Person to provide financial accommodation to, or acquire shares in, or the assets of, a company or group of companies relating to TerraCom and the Business. In all cases, the Recipients must (i) consider their

own financial situation, objectives and needs, (ii) make their own independent investigations, analysis and evaluation of the Proposed Transaction and the information (including its relevance, adequacy and completeness)

set forth in this Presentation, and (iii) obtain independent professional advice regarding this Presentation, including investment, legal, tax, accounting and such other advice as it considers necessary or appropriate.

This Presentation should not be relied upon as the sole representation of any matter that a Recipient should consider when evaluating TerraCom, the Business and/or the Proposed Transaction.

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DISCLAIMERIMPORTANT NOTICE (CONTINUED)

Nothing in this document should be construed as authorising the distribution of this Presentation outside of the Commonwealth of Australia. The law in or from certain jurisdictions may restrict the distribution or possession of

this Presentation, and the Recipients must inform themselves of, and observe, such restrictions. No Relevant Person accepts any liability to any person in relation to the distribution or possession of this Presentation in, or

from, any jurisdiction. The Recipients acknowledge that the contents of this Presentation are not to be regarded as advice relating to legal, taxation or investment matters.

This Presentation is not a prospectus or other form of disclosure document for the purposes of the Corporations Act and does not contain all the information which would be required to be disclosed in a prospectus or other

disclosure document. The information presented in this Presentation may differ materially from that presented in any disclosure document prepared in connection with any offer of securities in TerraCom. This Presentation is

not and should not be considered an offer or an invitation to acquire any securities or any other financial product and neither this presentation nor any of the information contained herein shall form the basis of any contract

or commitment.

The Recipients acknowledge that it does not intend that TerraCom (or any of its Related Bodies Corporate or any Relevant Persons) act or be responsible as a fiduciary to the Recipient, its management, shareholders,

creditors or any other person. The Recipients are responsible for making its own independent evaluation and judgments with respect to TerraCom, the Proposed Transaction and any other related matters.

All amounts included in this Presentation are expressed in Australian dollars unless the document otherwise specifies a different denomination of currency.

By retaining this Presentation, the Recipients acknowledge that they have read, understood and accepted the terms of this Important Notice. If a Recipient does not accept the terms of this Important Notice, it must return

this Presentation (and all copies of it) to TerraCom, or another person nominated by TerraCom, and not use it for any purpose.

This Notice is governed by and is to be construed in accordance with the laws of the state of Queensland, Australia and the Recipients accept the jurisdiction of the courts exercising jurisdiction there.

This document has been authorised for release by the Company’s disclosure committee.

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www.terracomresources.com 4

CONTENTS01 Company Overview 5

02 Corporate Strategy 9

03 Corporate Structure 13

04 Current Operations 19

05 Commodity Diversification 33

06 Refinancing 42

07 Financial Analysis 48

08 Appendices 52

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COMPANY OVERVIEW

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COMPANY OVERVIEW

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Country Diversification ASX listed coal producer with operations in Australia and South Africa

Cash GeneratingCapitalising on strong demand for low impurity thermal coal

$

Organic GrowthNear term Brownfield and greenfield expansion opportunities from within existing portfolio and external assets

ASX : TER(as at 30 June 2020 unless stated)

Market Capitalisation (A$ million) (as at 15 September 2020)

101.0

Shares on Issue (million) 753.6

Options and Warrants on Issue (million) ^ 55.1

Debt (US$ million) < 163.6

Cash at Bank (US$ million) # 41.6

Net Debt (US$ million) 122.0

^ 12.6m warrants at $0.262, 1.5m options at $0.60, 41.0M shares from US$20M Convertible Note at strike price of $0.696.< excludes US$20M Convertible Note (included in Options and Warrants). # includes restricted cash.

Substantial

Shareholders

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COMPANY TRADING ANALYSIS

0.05

0.10

0.15

0.20

0.25

0.30

0.35

0.40

0.45

Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20

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Market Cap(Before Universal

Coal plc Acquisition)--

397m shares on issue at $0.445 per

share = $177m

19.9% interest acquired in

Universal Coal plc

Takeover Announced --

47.3% shares owned in Universal Coal plc

Control achieved--

77% shares owned in Universal Coal plc

Market Cap(After Universal

Coal plc Acquisition)--

754m shares on issue at $0.150 per

share = $113m

100% shares owned in Universal Coal plc

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FY20 HIGHLIGHTS

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COAL SALES #

• Record Coal Sales 9.98Mt, up 11%

DIVESTMENTS

• Disposal of the Group’s Mongolian Assets

MINE TRANSITION

• Transitioned to owner - operator at the Group’s Blair Athol coal mine in Queensland, Australia

MAJOR ACQUISITIONS

• Acquired 100% of Universal Coal plc

COAL PRODUCTION #

• Record ROM Production 14.55Mt, up 26%

MAIDEN DIVIDEND DECLARED

• Interim Dividend of 1c per share declared and paid in November 2019.

EARNINGS #^

• $79.6m Underlying EBITDA

(#) based on a combined group comparing year on year (^) Refer slide 53 for reconciliation to EBITDA

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CORPORATE STRATEGY

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STRATEGIC OUTLOOK

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Maximise production and

resultant revenue1

Multi-Jurisdictional Operations

2


resultant revenue1

• Consolidate and grow existing thermal coal producing assets within South Africa an Australia

• Diversify commodity base with a focus on bulk commodities such as Guinea bauxite

Significant Growth Platform

and Commodity Diversification1


resultant revenue1

• The South African operations provides TerraCom with a fixed margin return on domestic coal sales

Natural Hedge to Sea Borne Commodity Prices

3

Prospective

• African Continent

Existing

• Australia

• South Africa

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www.terracomresources.com 11

AUSTRALIA- Blair Athol (t coal)- Springsure- Northern Galilee- Moorlands *

LEGEND

Current Operation

Identified Opportunity

Exploration Project

SOUTH AFRICA- Kangala (t coal) - NCC (t coal)- NBC (t coal)- Ubuntu (t coal)- Eloff (t coal)- Arnot South (t coal) *- Berenice / Cygnus (c coal)

GUINEA *- FAR (bauxite)- Somalu (bauxite)- Toubal (bauxite)

(*) Not currently owned by TerraCom

GLOBAL FOOTPRINT

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• Australia

• South AfricaRegions

• 14Mt Thermal CoalBulk

Commodities

• 3Mt Export Thermal Coal

• 7Mt Domestic Thermal Coal

Sales Profile

EBITDA / Cash Margin

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• Australia

• South Africa

• Guinea

Regions

• 16Mt Thermal Coal

• 18Mt BauxiteBulk

Commodities*

• 4Mt Export Thermal Coal

• 8Mt Domestic Thermal Coal

• 8Mt Export Bauxite

Sales Profile*

EBITDA / Cash Margin*

Guinea

Eloff Coal

FAR Bauxite

Eloff Coal

FAR Bauxite

• $88 million Coal• $120 million Coal

• $120 million Bauxite

Eloff Coal

FAR Bauxite

(*) assumes 100% ownership

GROWTH PLATFORMNOW INITIATIVE FUTURE

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CORPORATE STRUCTURE

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CURRENT OPERATIONS & PROJECT STRUCTURE

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TerraCom Limited(ASX: TER)

Australia South Africa

Blair Athol Kangala & Eloff Colliery

Berenice Project

Ubuntu Colliery

New Clydesdale Colliery

Cygnus ProjectNorth Block Complex

Arnot South Project

OPERATIONS PROJECTSOPERATIONS PROJECTS

Northern Galilee

Springsure

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GROUP CORPORATE STRUCTURE

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Chief Executive Officer

Danny McCarthy

Chief Commercial Officer

Nathan Boom

Company Secretary,EGM Corporate Affairs

Megan Etcell

Chief Financial Officer

Celeste van Tonder

Board of Directors

Wal King Chairman

Craig Ransley Executive Deputy Chairman

Matthew Hunter Non-Executive Director

Shane Kyriakou Non-Executive Director

Glen Lewis Non-Executive Director

Craig Lyons Non-Executive Director

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BOARD OF DIRECTORS

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Wal King - Chairman, Independent Director

• Wal holds a Bachelor and Masters in Engineering and Engineering Scienceand an Honorary Doctorate of Science from the UNSW.

• Wal worked in the construction industry for over 40 years and was CEO ofLeighton Holdings Limited from 1987 until December 2010.

• He is and a Director of Kimberley Foundation Australia Limited, waspreviously Deputy Chairman of the UNSW Foundation, and was one of thelongest serving Directors of Coca-Cola Amatil Limited.

Craig Ransley - Deputy Chairman, Executive Director

• Mr. Ransley is a qualified Fitter and Machinist (Trade Qualified) and has abroad entrepreneurial background. Mr. Ransley is the founder of TerraCom(then Guilford Coal Limited) and re-joined the Board as Deputy Chairmanin February 2020.

• Throughout the past number of years Mr. Ransley has been instrumental inworking with the Board to restructure the Company and its balance sheetand has also been an integral part of TerraCom’s expansion into emergingmarkets.

Matthew Hunter - Non-Executive Director

• Matthew has more than 20 years’ experience in the finance industry, mostrecently with over 10 years’ experience in private equity investment.

• He founded Rivendell Capital in early 2016 to provide capital and advisoryservices to small and medium sized enterprises and specialised projects.Prior to founding Rivendell Capital, Mr Hunter was a Managing Director ofThe Carlyle Group.

• Mr Hunter is OCP Asia’s nominee director. He is presently Non-ExecutiveDirector of Silver Heritage Group Limited, Chairman of Measure Australia, aNon-Executive Director of Medirent, Advisory Board Member of AtlasTrendand Consultant engaged by OCP Asia.

Glen Lewis - Non-Executive Director

• Glen is a qualified Coal Mine Manager and has worked in the Coal Industry

since 1980. Throughout his career he worked at all levels of Management,

including the role of General Manager Eastern Underground Operations for

Xstrata Coal NSW and General Manager Operations with overall

responsibility for 6 operating mines and several projects.

• Glen held the role of Managing Director with NuCoal Resources Ltd (ASX:

NCR) throughout 2010 to 2017, overseeing the listing, capital raising,

exploration and feasibility studies for a number of mining projects in the

Hunter Valley. remains a Non-Executive Director of NuCoal.

Craig Lyons - Non-Executive, Independent Director

• Mr Lyons is an experienced and accomplished investment banker andbusinessman with extensive strategic, management and finance experiencein various industries having built and led a number of leading businesses inSouthern and West Africa. He actively participates as a chairman/directoron investment committees and investment funds.

• Craig currently champions a number of investments in South Africa andAfrica for companies requiring his independent analysis, views and injectionof creative energy financial acumen, strategic guidance and access to abroad network of relationships.

Shane Kyriakou - Non-Executive Director

• Mr Kyriakou is a qualified lawyer with more than 20 years’ experience inthe energy and resources sector. For the last thirteen years Shane was acorporate partner at global law firms Herbert Smith Freehills and Ashurst,ultimately holding the role of Ashurst’s Global Head of Power. Hisexperience covers mergers and acquisitions, greenfield developments andexpansions, fundraising, financing and general corporate advisory.F

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EXECUTIVE MANAGEMENT TEAM – TERRACOM GROUP

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Danny McCarthy - Chief Executive Officer

• Danny McCarthy is a highly experienced mining executive having heldsenior roles with Mineral Resources, Thiess, Wesfarmers, and QCoaland has a proven record of accomplishment of delivering exceptionalresults over his 32 years in business, 25 of those in the resourcessector.

• Prior to joining TerraCom in December 2018, Mr McCarthy held the roleof Chief Operating Officer for the highly regarded, West Australianbased, commodity producer and mining services company MineralResources Limited (ASX: MIN). During his time in this role, he oversawthe successful implementation of MIN’s strategic growth initiatives.

Megan Etcell – Company Secretary, Executive GeneralManager Corporate Affairs

• Megan holds a Bachelor of Commerce Degree from the University ofNewcastle and is a qualified Chartered Accountant.

• Megan joined TerraCom in November 2019 as Company Secretary andshe is now taking on a larger executive role looking after all regulatory,legal and governance, investor and stakeholder relations andadministrative matters for the Group.

• Megan has held senior roles within the coal mining industry working forNuCoal Resources Limited (ASX:NCR) in various capacities includingChief Financial Officer and Company Secretary. Prior to joining NuCoalMegan worked for, PriceWaterhouseCoopers, where she specialised inassurance services.

Celeste van Tonder - Chief Financial Officer

• Celeste van Tonder is a Chartered Accountant with over 10 years ofprofessional experience in mining finance and business development.

• Celeste joins the TerraCom Group following the acquisition of UniversalCoal plc where she has held the role of Chief Financial Officer for over3 years. Prior to joining Universal Celeste was Group BusinessDevelopment and Investor Relations manager at Coal of Africa, anAustralian coal exploration and development company listed on theASX, JSE and AIM.

Nathan Boom - Chief Commercial Officer

• Nathan Boom holds a Bachelor of Commerce (Accounting) from theUniversity of Wollongong and is a Chartered Accountant with a strongresources sector background.

• Nathan joined TerraCom in September 2015 and was appointed toCompany Secretary in January 2016 and Chief Financial Officer inMarch 2017. In a newly created executive role, Nathan will beresponsible for all commercial, marketing, logistics and businessdevelopment activities of the Group.

• His 14 year career working at large multinationals such as Xstrata Coaland Tenova Delkor has provided him with extensive exposure inbusiness restructuring and associated implementation of recoveryplans. Nathan has led business development projects and re-financingpackages with banking consortium’s, as well as has substantialexperience in financial system implementation and integration.

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EXECUTIVE MANAGEMENT TEAM – SOUTH AFRICA

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Mpho Nkhumeleni – Chief Financial Officer

• Mpho P Nkhumeleni is a qualified Chartered Accountant (SA) registeredwith SAICA, who began her career in 2009 at PWC Southern Africaspecialising in Financial Services.

• Mpho’s cumulative 11 years’ experience and responsibilities includefinancial management and reporting, taxation, commercialnegotiations, capital structuring and management, legal review,valuations, performs due diligence on potential M&A transactions, othertechnical and operational matters within the coal mining industry.

• Previously, Mpho worked for ABSA Capital’s Cost Analysis andReporting team as Africa Finance Business Partner with a specific focuson Rest of Africa costs during ABSA’s acquisition and expansion into 12African countries. She also provided finance support to the BusinessTransformation Office, Corporate & Investment Banking Office of theChief Operating Officer for ABSA Capital.

Shammy Luvhengo – Chief Executive Officer

• Shammy Luvhengo a mining executive and qualified mining Geologistwith more than 20 years’ experience in the mining industry. He startedhis career with Exxaro Resources before moving into the InvestmentBanking world specialising in structuring and implementation of projectfinance and Black Economic Empowerment deals within the resourcesindustry. Mr Luvhengo joined the Universal group in 2011 and has beenthe Business Development Executive for the Universal Group since2015. He has been a key player in the execution of the Universal Groupgrowth strategy over the last 4 years.

• Prior to joining Universal Coal, he worked at Nkwe Platinum Limited ashead of business development and investor relations, as well as atInvestec and Nedbank South Africa as Investment banker.

Tony Weber – Chief Operating Officer

• Tony Weber, co-founder of Universal Coal, is a mining engineer withover 20 years’ experience in mining spanning project assessment,finance, development and operations.

• Prior to joining Universal Coal, Tony was an executive director at NkwePlatinum Limited, an Australian-listed platinum developer, as well asoperations manager at Potgietersrus Platinum Mine and at theGamsberg Project.

• Tony has significant skills and experience in coordinating projectfeasibility studies and has hands-on operational experience in the coalextraction industry.

Minah Moabi – Director Corporate Affairs

• An Environmental Scientist and registered member of the South AfricanCouncil for Natural Scientific Professions. Minah has 17 yearsexperience in mining and environmental management, 14 of thesespent in coal mining.

• Minah started her career as a geohydrologist with the Department ofWater Affairs and later moved to Exxaro Resources as Manager,Environmental and Sustainability Reporting. Prior to joining UniversalCoal, she held a Project Manager position at BHP Billiton Energy CoalSouth Africa (BECSA).

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CURRENT OPERATIONS

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OPERATIONS OVERVIEW

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Operations Commodity Production Life of Mine Comment

Australia

Blair Athol 1,2 Thermal Coal 2.4 Mtpa ROMUp to 10 years at current operational run rate

LoM extension to +25 years (in addition to Blair Athol LoM) with adjacent Moorlands lease (not owned by TerraCom).

South Africa

Kangala 4,5 Thermal Coal 2.2 Mtpa ROM9 months with 10 year Eloff extension

LoM extension with adjacent Eloff acquisition.

NCC 4,5 Thermal Coal 4.1 Mtpa ROM 13 years

NBC 4,5 Thermal Coal 4.2 Mtpa ROM 14 years

Ubuntu 4,5 Thermal Coal 1.9 Mtpa ROM 6 years

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OPERATIONAL PERFORMANCE

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MANAGED TONNES EQUITY TONNES

ROM Tonnes Coal Sales ROM Tonnes Coal Sales

2020FY 2019FY 2020FY 2019FY 2020FY 2019FY 2020FY 2019FY

Australia 3,052 2,647 2,589 2,298 3,052 2,647 2,589 2,298

Blair Athol 3,052 2,647 2,589 2,298 3,052 2,647 2,589 2,298

South Africa 11,494 8,883 7,389 6,721 6,300 5,208 4,036 3,810

Kangala 3,109 3,865 1,935 2,404 2,192 2,725 1,364 1,695

NCC 3,955 2,969 2,620 2,535 1,938 1,455 1,284 1,242

NBC 3,929 2,049 2,578 1,782 1,925 1,029 1,263 873

Ubuntu 501 - 256 - 245 - 125 -

Total 14,546 11,530 9,978 9,019 9,352 7,855 6,625 6,108

ROM Production 3.0Mt or 26% year on year increase

Managed Tonnes

9.81 Mt

Coal Sales 1.0Mt or 11% year on year increase

Assuming Universal-owned for the entire financial year:

August 2020 YTD Annualised Coal Sales Performance

Equity Tonnes

6.37 Mt

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COMMODITY COMPOSITION & SALES PROFILE

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20%

40%

40%

Projected Sales Profile

Export Thermal Coal Domestic Thermal Coal Export Bauxite

30%

70%

Current Sales Profile

Export Thermal Coal Domestic Thermal Coal

100%

Current Commodity Composition

Thermal Coal

60%

40%

Projected Commodity Composition

Thermal Coal Bauxite

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AUSTRALIAN BUSINESS UNIT

Blair Athol Mine

Clermont, Central Queensland

Two Thermal Coal Projects

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BLAIR ATHOL – TRANSFORMED COST BASE

2.653.05

2.40

75 74

59

-

10

20

30

40

50

60

70

80

-

0.5

1.0

1.5

2.0

2.5

3.0

3.5

2019FY 2020FY 2021FY

Run of Mine Coal (Mtpa)

Run of Mine Coal FOB Costs A$ / Sold Tonne

24

• Decisive operations restructure and re-basing Blair Athol costs to maximise returns

• Owner operator of all major mining and mining services related activities

• Delivering profitable operations through long run coal price cycles

2.302.55

2.10

75 74

59

0

10

20

30

40

50

60

70

80

-

0.5

1.0

1.5

2.0

2.5

3.0

2019FY 2020FY 2021FY

Coal Sales (Mtpa)

Coal Sales FOB Costs A$ / Sold TonneFor

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BLAIR ATHOL – TRANSFORMED COST BASE

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1. Takeover of CHPP Operations

2. Takeover of Fuel Supply

17.5% Reduction Achieved

1. Rationalisation of workforce

2. Optimisation of production profile

3. Transitioned to Owner Operator

i. Statutory management

ii. Mining operations

iii. Coal haulage

iv. Train loading

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KEY INFRASTRUCTURE

INFRASTRUCTURE

• Power

• Water

• Workshops and service bays

• Secure stores

• Administration buildings

• Safety and training centre

• Train loadout facility

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• 40 Houses

• 42 Single Persons Quarters

ACCOMMODATION

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KEY EQUIPMENT

EQUIPMENT

• BE1370 Dragline

• 400T and 360T Hydraulic Excavators

• 180T Rear Dump Trucks

• D11 Dozer Fleet

• Wheel loaders (WA500 to WA900 size)

• Ancillary equipment (graders, watercarts)

• 330 wmt per hour DMC / spirals plant

• Bypass crushing and screening equipment

• Road trains for product coal haulage

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RISK MITIGATION

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The Group’s ISR Policy includes business interruption cover for Blair Athol, details as follows:

• Declared Values

o Section 1: Material loss or damage $248M

o Section 2: Consequential loss $165M

• Limit of liability $150M per occurrence (combined Sections 1 and 2)

• Sub limits for limit of liability of Section 1:

o Dragline $50M

o CHPP $25M

• Sub limits for limit of liability of Section 2:

o Additional increase in costs of working $25M

o Flood $50M

o Utilities $20M

o Port blockage $15M

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UNIVERSAL COALPLC

Four Operating Coal Mines

Two Thermal Coal Projects

One Coking Coal Project

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SOUTH AFRICA OPERATIONS AND PROJECTS

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*

* Not currently owned by TerraCom

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SOUTH AFRICA OPERATIONS AND PROJECTS

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UNIVERSAL COAL – PROVEN PERFORMANCE

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• Strong cash flow generation underwritten by South Africa’s largest power producer.

• Strong history of shareholder returns, distributing approximately A$44m over the last 4 years.

• Strong year on year sales growth and strong annuity cash margin.

0.4 0.8 0.9 0.9

1.62.0

2.6

3.9

5.9

6.4

-

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

2015 2016 2017 2018 2019 2020

Coal Sales (Mtpa)

Export Domestic

14 14 25 72 98 610

4

8

12

16

20

24

0

20

40

60

80

100

2015 2016 2017 2018 2019 2020

EBITDA (A$M)

EBITDA $/sold tonne

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COMMODITY DIVERSIFICATION

ANGLO AFRICAN MINERALS

(AAM) plc

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GLOBAL BAUXITE ECONOMIC RESERVES

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GUINEA27%

AUSTRALIA22%

BRAZIL9%

VIETNAM8%

JAMAICA7%

INDONESIA4%

INDIA3%

OTHERS20%

Guinea is home to at least 27% of theworld’s known bauxite reserves, morethan any other country.

850 million 2.1 billion 7,4 billion

JAMAICA

GUYANA

GUINEA

INDIA

AUSTRALIA

CHINA

INDONESIA

VIETNAM

BRAZIL

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ANGLO AFRICAN MINERALS PLC

Anglo-African Minerals plc (AAM) currently has three assets indevelopment stage with over 1.3 billion metric tonnes ofcommercial gradebauxite.

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Resources Table 6

FAR Somalu Toubal

Alumina 39.9% 44.1% 42.6%

Silica 4.8% 1.6% 3.2%

Measured 26.0 222.0 209.0

Indicated 11.0 236.0 317.0

Inferred 36.0 70.0 339.0

Total 73.0 528.0 865.0

Total Expenditure to

date$14.0 $28.0 $15.0

US$ and Metric Tonnes in millions

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FORWARD AFRICA RESOURCES “FAR”

Total Mineral Resource 6 73.0 million metric tonnes

▹ Measured 26.0 million metric tonnes

▹ Indicated 11.0 million metric tonnes

▹ Inferred 36.0 million metric tonnes

✓ A Feasibility Study and Environmental and Social Impact

Assessment were completed in 2016.

✓ FAR has been granted two exploitation (mining) licences to export

between 3 and 5 million metric tonnes per annum.

✓ Thirteen (13) month development program from boots on the

ground to first ore shipment.

✓ FAR Export strategy

▹ Mining solution - continuous surface miners

▹ Truck ore via haul road approximately 30 km from ROM at MOMO plateau to river port

▹ Load river barges to transhipment platform some 25 km from the sea gate, load CAPESIZE Vessels

▹ Very typical bauxite mining operation in Guinea

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Laden barge transit

Ballast barge transit

Deepwater Transhipping Location

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TIMELINE TO FIRST SHIPMENT – 13 MONTHS

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FINANCIALSMARKET – Current

• The graph illustrates both CIF and FOB prices and indicates that CIF - Guinea to China have fluctuated between US$50 to $45 p/t over the last 6 months.

• Alufer Mining’s Bel Air project in Guinea, which is the nearest competitor to FAR with comparable bauxite grades, is exporting circa 5 Mtpa to China and are currently achieving circa US$32 p/t FOB.

CAPEX– US$106M including 35% contingency

• An independent review of the projected Capex has been undertaken and will provide for the establishment of the FAR Project inclusive of:

• Mine Infrastructure

• Contract miner establishment

• Haul Road

• Port Infrastructure

• Contingency

OPEX – Below US$20 p/t

• The key is to provide a “ low cost” mining solution in line with the CAPEX and OPEX figures confirmed by an independent party and drive that cost of production below US$20 p/t, therefore maintaining a minimum US$10-12 margin on current pricing.

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ORE BODY OVERVIEW

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▪ The deposits sit on flat topped plateaus

with moderately steep sides.

▪ Minimal overburden consisting of an iron

cap of around 1m in thickness.

▪ The deposit ore thickness on these

plateaus can vary up to approximately

12m.

▪ Extremely low strip ratio.

▪ Exploration drill spacings range from 300m

down to around 75m.

▪ Regular geological structure,

homogeneous with lateral consistency.

▪ Low reactive silica content which is looked

at favourably for alumina production.

▪ Extracted using surface miners, primary

crushing and grade control.

▪ ROM ore is crushed only (no beneficiation

required) resulting in a simple sizing and

grade separation / blending process.

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BASIC PORT DESIGN

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Stockpile and storage of potentially up to 300,000mt. Rotary stacking stockpile machines, with an automated reclaim

system.

Barge berth - simple pylon construction

Barges

Port operations. Local generator set for power.

Optional general cargo port.Secured simple design with river crane.

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TRANSFER FROM BARGE TO OGV

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Floating crane most likely Transhipping solution.

Proven with Winning operations.

Soon to be used with loading at GAC/EGA and Ashapura

1 crane for 2mtpa and 2 cranes to be used for 5mtpa

Load circa 20,000mt per day directly from barge to OGV

Other solutions to be considered include:

▪ dedicated transfer station or

converted OGV with gantry

crane (such as Alufer

operations) or

▪ self discharge vessel

(more commonly used in larger

operations circa 20mtpa)

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REFINANCING

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ADVISORS

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Christian Baylis is a highly regarded Australian-based manager with broad experience across global fixed income and derivatives strategies, having

worked previously at UBS Asset Management and the Reserve Bank of Australia.

Christian managed in excess of $8 billion Assets under management and was the lead Portfolio Manager in the UBS Australian Fixed Income team for the UBS

Cash Plus Fund, the Insurance and ALM book of business and ran a complex suite of overlay strategies for large cross-border liability clients. Christian was

also a member of the Global Multi Strategy Committee and was appointed as the Australian representative for the Global Dynamic Fund, the core global

unconstrained Fixed Income offering for UBS Asset Management.

Skye Capital is a leading independent, transparent and respected debt advisory and capital structuring firm with a proven track record raising more

than $90bn in debt for corporates, private equity firms and property developers.

Skye Capital has been formed by Kelly Morton, one of the most progressive and respected senior debt advisory professionals in the Australasian market. The

strength of Skye Capital is its independent nature, extensive knowledge base and ability to "think outside the box".

KPMG The KPMG Debt Advisory Services business sits within the Corporate Finance arm of the KPMG Deals, Tax and Legal Division . The team’s main role

is to structure and arrange capital solutions across leverage, project and structured finance. The team operates within a wide range of sectors and companies, ranging from large ASX-listed corporates to mid-market private businesses.

Debt Advisory professionals across KPMG’s firms have extensive experience, insight and market presence to provide holistic and conflict-free advice to match strategic objectives. KPMG offers a hands-on assistance in analyzing options, structuring, arranging and achieving financial close across a full spectrum of debt products for wholesale investors and financiers.

Gleneagle Securities is a Multi-disciplinary Financial Services House Catering to Institutional, Corporate and High Net Worth Clientele since 2010.

Gleneagle caters to both wholesale and retail trading and investment needs in Foreign Exchange, Futures, Equities, Equity Derivatives (CFDs), Exchange

Traded Options, Initial Placement Offerings (IPOs) and selected Managed Accounts and Funds. With proven results in Capital Raising, Corporate Advisory,

Asset Management and Prime Brokerage Solutions, Gleneagle Securities is a go-to service provider for savvy market participants.

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INDICATIVE KEY TERMS

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KEY TERMS

Subscription Amount A$220 million

Face Value of each Note $1.00 per Note

Number of Notes 220,000,000 fully transferable and to be listed on the ASX^

CouponFloating rate calculated quarterly on the 1st day of each quarter at BBSW plus margin of 800bpsper annum

Maturity3 years, extendable by 12 months if TerraCom & Noteholders holding 51% by value of the Notesagree

Interest payment Semi-annually in arrears

Attaching Financing Option3 attaching options over an unissued share in TerraCom for every 4 Notes issued.The options are American style options exercisable at any time.

Option Terms

Each 1 Option will be exercisable over one fully paid TerraCom share at $0.25 per option at anytime prior to the 3rd anniversary of the date of issue.Options will be fully transferable and quoted on ASX^.Should the Maturity of the facility be extended by 12 months then option expiry extends byequivalent time frame.If all options are exercised this would increase cash at bank with TerraCom by $41.25 million.

^ subject to ASX requirements being met

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INDICATIVE KEY TERMS (CONTINUED)

KEY TERMS

Guarantors Each wholly owned subsidiary of the Borrower

RankingFirst ranking senior security over all assets and undertakings of the Borrower and Guarantors otherthan Permitted Indebtedness

SecurityGeneral Security Agreement over all the assets of the Borrower and Guarantors other thanPermitted Security Pledges

Permitted Indebtedness and Permitted Security Pledges

(1) Blair Athol stockpile. Pledged as security for coal sales prepayment.(2) $45 million cash at bank. Pledged as security for Blair Athol financial assurance obligation.(3) Shares of Clermont Logistics Pty Ltd, its housing assets and $2 million cash at bank. Pledged

as security for term loan provided by State Bank of India, Sydney Branch.

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BENEFITS AND USE OF FUNDS

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BENEFITS

✓ Improved Balance Sheet.

✓ Significant reduction in interest charges which will represent real cash cost savings for TerraCom shareholders.

✓ Flexible and efficient platform catering for future funding needs and cash surpluses.

✓ Well over 4 times interest cover.

USE OF FUNDS

✓ Refinance the Existing Bond Issue.

✓ Development of Bauxite Operations.

✓ Expansion Capital.

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TERRACOM GROUP DEBT PROFILE (AS AT 30 JUNE 2020)

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FacilityAmount (A$m)

Interest Rate (%)

Key Terms / Comments

Existing Euroclear Bonds $215.0 12.5• Maturity date is 30 June 2021. • Propose that this facility will be settled on

successful refinance.

State Bank of India Facility

$8.71-month BBSY

plus a margin of 5.75%

• Ends May 2023. • The Company is required to maintain a $2.0m TD

with SBI. • Progressive monthly repayments.

OCP Convertible Note $25.3 9.95%• Facility redemption of 23 December 2023.• Includes debt to equity option for approx. 36.35

million shares at $0.696 per share.

Investec Project Finance Facility

$1.2Three-month

JIBAR plus 4%• Repaid July 2020

Capital Harvest Project Finance Facility

$7.3Prime plus

margin of 0.25%

• Interest and principal is paid from farming leases in South Africa.

• Expiry October 2028.

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FINANCIAL ANALYSIS

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PRO-FORMA POSITION – INCOME STATEMENT

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2020FYUniversal Coal plc - Prior to 1 April 2020

Blair Athol Owner Operator

Universal Coal plc Takeover Transaction

Costs

Gain on Acquisition of Universal Coal

plc

Refinance Benefits

2020FY (Pro Forma)

$'000 $'000 $'000 $'000 $’000 $'000 $'000

Revenue 316,858 357,285 - - - - 674,143

Cost of goods sold (296,193) (263,923) 53,335 - - - (506,781)

Gross Profit 20,665 107,862 53,335 - - - 167,362

Net gain on revaluation of investment in associate 10,151 - - - (10,151) - -

Other operating and administration expenses (26,276) (32,340) - 9,700 - - (48,916)

Exploration tenement write-off (854) - - - - - (854)

Share of profit/(losses) of associates 843 - - - - - 843

EBITDA 4,529 75,071 53,335 9,700 10,151 - 118,435

Depreciation and amortisation expense (24,527) (23,297) - - - - (47,824)

profit on disposal of fixed assets 1 - - - - - 1

Net Financial Expense (32,764) (4,959) - - - 9,517 (28,206)

Net foreign exchange (loss) / gain 6,218 (618) - - - - 5,600

Profit / (Loss) before income tax benefit from continuing operations

(46,543) 32,148 53,335 9,700 (10,151) 9,517 48,006

Income Tax Expense 15,631 (10,902) - - - - 4,729

Profit / (Loss) after income tax benefit from continuing operations

(30,912) 21,246 53,335 9,700 (10,151) 9,517 52,735

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PRO-FORMA POSITION – BALANCE SHEET EXTRACT ^

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*

*

^ Extract from the FY2020 Preliminary Financial Report released to the ASX on 1 September 2020

* The refinance will improve the Company’s balance sheet. Borrowings will shift from being a current liability to a non-current liability.

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2021 PRODUCTION AND SALES

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ROM PRODUCTION COST PER TONNE

ProjectFY2020 Actual

FY2021 Range

FY2020 Actual

FY2021 Range

Comment

Australia

Blair Athol 1,2 3.0 2.449 AUD - FOR76 AUD - FOB

35 AUD - FOR59 AUD - FOB

Owner operator from 31 July 2020

South Africa

Kangala 4,5

(including Eloff extension)3.1 2.2

NCC 4,5 3.9 4.1

NBC 4,5 3.9 4.2

Ubuntu 4,5 0.5 1.9

14 1425

72

98

61

0

4

8

12

16

20

24

0

20

40

60

80

100

2015 2016 2017 2018 2019 2020

Universal Coal – Historical EBITDA (A$M)

EBITDA $/sold tonne

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APPENDICES

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FINANCIAL PERFORMANCE

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Group Profit and LossFY2020

$MFY2019

$M

EBITDA $4.5 $96.9

Adjustments:

Add: BA Transition write-offs. $14.5 -

Add: UNV generated EBITDA during July 2019 to March 2020. $61.0 -

Add: Transaction costs (TER + UNV costs). $9.7 -

Less: Gain on acquisition. ($10.1) -

Underlying EBITDA $79.6 $96.9

Finance MetricsFY2020

$MFY2019

$M

Annual finance costs post re-finance (approx.) $21

Debt serviceability approx. 4 times

cover

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RESOURCES AND RESERVES STATEMENT

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RESERVES RESOURCES RESERVES RESOURCES

Proved Probable Total Measured Indicated Inferred TotalAttributable to

TerraComAttributable to

TerraCom

Tenement Mt Mt Mt Mt Mt Mt Mt Mt Mt

AUSTRALIA 15.3 12.1 27.4 30.2 238.6 1,903.0 2,171.8 27.4 2,171.8

Blair Athol1,2 15.3 12.1 27.4 30.2 11.6 2.0 43.8 27.4 43.8

Springsure3 - - - - 43.0 148.0 191.0 - 191.0

Northern Galilee –Hughenden Project3 - - - - 133.0 1,076.0 1,209.0 - 1,209.0

Northern Galilee –Clyde Park Project3 - - - - 51.0 677.0 728.0 - 728.0

SOUTH AFRICA 134.2 13.1 147.3 676.5 1,246.1 582.3 2,504.9 78.4 1,264.3

Kangala4,5 28.3 - 28.3 51.3 15.0 32.3 98.7 20.0 69.6

NCC4,5 48.2 6.6 54.8 88.8 41.8 6.0 136.7 26.9 67.0

Ubuntu4,5 9.2 - 9.2 31.7 39.4 4.7 75.8 4.5 37.1

Arnot South4,5 - - - 2.3 65.3 139 206.6 - 103.3

Eloff4,5 - - - 11.8 266.0 250.6 528.3 - 258.9

NBC4,5 48.5 6.5 55.0 65.7 17.7 25.4 108.7 27.0 53.3

Berenice Cygnus4,5 - - - 424.9 800.9 124.3 1,350.1 - 675.1

TOTAL 149.5 25.2 174.7 706.7 1,484.7 2,485.3 4,676.7 105.8 3,436.1

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REFERENCES

1 – Refer to ASX Announcement on 30 September 2019 for further information and clarification on the Blair Athol JORC Resource. The Company confirms that it is not aware ofany new information or data that materially affects the information included in the original announcement; and that all material assumptions and technical parameters in theannouncement made in the original announcement continue to apply and have not materially changed.

2 – Refer to ASX Announcement on 30 September 2019 for further information and clarification on the Blair Athol JORC Reserve. The Company confirms that it is not aware ofany new information or data that materially affects the information included in the original announcement; and that all material assumptions and technical parameters in theannouncement made in the original announcement continue to apply and have not materially changed.

3 – Refer to ASX Announcement on 30 September 2019 for further information and clarification on the Northern Galiliee (Hughenden and Clyde Park) and Springsure JORCResource. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original announcement; and that allmaterial assumptions and technical parameters in the announcement made in the original announcement continue to apply and have not materially changed.

4 – Refer to Universal Coal plc ASX Announcement on 30 September 2019 for further information and clarification on the Kangala, NCC, Ubuntu and NBC JORC Reserve. TheCompany confirms that it is not aware of any new information or data that materially affects the information included in the original announcement; and that all materialassumptions and technical parameters in the announcement made in the original announcement continue to apply and have not materially changed.

5 – Refer to Universal Coal plc ASX Announcement on 30 September 2019 for further information and clarification on the Kangala, NCC, Ubuntu, Arnot South, Eloff, NBC andBerenice Cygnus JORC Reserve. The Company confirms that it is not aware of any new information or data that materially affects the information included in the originalannouncement; and that all material assumptions and technical parameters in the announcement made in the original announcement continue to apply and have not materiallychanged.

6 – Refer to ASX Announcement on 24 February 2020. The Company is currently progressing the due diligence on AAM and therefore at this stage is classing the resourcetonnage as an exploration target. The potential quantity and grade of an exploration target is conceptual in nature, there has been insufficient exploration to determine amineral resource and there is no certainty that further exploration work will result in the determination of mineral resources or that the production target itself will be realised.Further evaluation work and appropriate studies are required to establish sufficient confidence that the target will be met.

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THANK YOU

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investor presentation - listed company

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