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WHITEHAVEN COAL LIMITED : 02/05/2012 - Final Appendix 3B

05/03/2012 | 05:05am US/Eastern
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Appendix 3B

aRule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Whitehaven Coal Limited

ABN

ACN 124 425 396

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares

Options

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

388,901,169 shares in Whitehaven Coal Limited (New Whitehaven Shares) to be issued under the scheme of arrangement between Aston Resources Limited ACN 129

361 208 and the holders of Aston ordinary shares (the Scheme) as described in the Scheme Booklet dated 9 March 2012 (Scheme Booklet) and Scheme Implementation Agreement dated 11

December 2011.

16,872,910 options to purchase fully paid ordinary shares in Whitehaven Coal Limited.

6631742/1

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

The New Whitehaven Shares rank equally with the existing Whitehaven Coal Limited fully paid ordinary shares on issue.

8,619,278 Whitehaven options have an exercise price of $3.15 and an expiry date of

17 August 2015.

8,241,278 Whitehaven options have an exercise price of $4.73 and an expiry date of

17 August 2016.

12,354 Whitehaven options have an exercise price of $3.33 and an expiry date of 10

November 2015.

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:
? the date from which they do
? the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
? the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

The New Whitehaven Shares rank equally with the existing Whitehaven Coal Limited fully paid ordinary shares on issue.

Whitehaven shares allocated on the exercise of Whitehaven options will rank equally with other fully paid ordinary shares.

5 Issue price or consideration Each eligible Scheme participant, or in the case of Ineligible Overseas Shareholders, the Selling Agent, receives the Scheme Consideration of 1.89 New Whitehaven Shares for each Aston Resources Limited ordinary share held by them at the Scheme Record Date, as described in the Scheme Booklet.

The Whitehaven options are issued as consideration for the cancellation of options to purchase Aston Resources Limited shares.

6631742/1 page 2 of 8

6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)

The New Whitehaven Shares are issued as consideration under the Scheme for the acquisition by Whitehaven Coal Limited of the ordinary shares of Aston Resources Limited.

The Whitehaven options are issued as consideration for the cancellation of options to purchase Aston Resources Limited shares.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

2 May 2012.

8 Number and +class of all

+securities quoted on ASX

(including the securities in
clause 2 if applicable)
9 Number and +class of all

+securities not quoted on ASX

(including the securities in
clause 2 if applicable)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The New Whitehaven Shares rank equally with the existing Whitehaven Coal Limited fully paid ordinary shares on issue.

6631742/1

Part 2 - Bonus issue or pro rata issue NOT APPLICABLE

11 Is security holder approval required?
12 Is the issue renounceable or non- renounceable?
13 Ratio in which the +securities will be offered
14 +Class of +securities to which the offer relates
15 +Record date to determine entitlements
16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17 Policy for deciding entitlements in relation to fractions
18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee or commission
22 Names of any brokers to the issue
23 Fee or commission payable to the broker to the issue

6631742/1 page 4 of 8

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
25 If the issue is contingent on

+security holders' approval, the

date of the meeting
26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28 Date rights trading will begin (if applicable)
29 Date rights trading will end (if applicable)
30 How do +security holders sell their entitlements in full through a broker?
31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
32 How do +security holders dispose of their entitlements (except by sale through a broker)?
33 +Despatch date

6631742/1

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities
(tick one)
(a) ?Securities described in Part 1
(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38 Number of securities for which

+quotation is sought

39 Class of +securities for which quotation is sought

6631742/1 page 6 of 8

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:
? the date from which they do
? the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
? the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)
42 Number and +class of all

+securities quoted on ASX

(including the securities in clause
38)

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Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

? The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

? There is no reason why those +securities should not be granted

+quotation.

? An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

? Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

? If we are a trust, we warrant that no person has the right to return the

+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 2nd May 2012 (Director/Company secretary)

Print name: Timothy Burt

== == == == ==

6631742/1 page 8 of 8

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