WHITEHAVEN COAL LIMITED : 09/11/2011 - Appendix 3B

Appendix 3B

Rule 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

68 124 425 396

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

Ordinary Shares (ASX: WHC)

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

33,334 Ordinary Shares

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)

Fully paid Ordinary Shares

+ See chapter 19 for defined terms.

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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

Yes - the Ordinary Shares rank equally with the existing Ordinary Shares in Whitehaven Coal Limited (ASX Code: WHC)

5 Issue price or consideration Ordinary Shares - $33,334
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)

Exercise of options. Funds raised will be used for working capital

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

9 November 2011

8 Number and +class of all

+securities quoted on ASX

(including the securities in clause 2
if applicable)

+ See chapter 19 for defined terms.

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Number	+Class
Executive Options (exercisable over a maximum of 3,000,000 Ordinary Shares) as follows: 3,000,000	22/10/12 $2.50 Options
Employee Options (exercisable over a maximum of 133,335 Ordinary Shares) 33,334 33,333 33,334 33,334	30/6/12 $1.00 Options 26/10/12 $1.00 Options 26/10/13 $1.00 Options 2/11/13 $1.00 Options
Executive Options (exercisable over a maximum of 5,000,000 Ordinary Shares)	31/10/13 $1.70 Options
Executive Performance Share Rights (on vesting, require the issue of a maximum of 1,323,321 Ordinary Shares) 658,340 424,996 239,985	2012 Executive Performance Share Rights 2013 Executive Performance Share Rights 2014 Executive Performance Share Rights

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The Ordinary Shares have full dividend rights

+ See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue

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

+ See chapter 19 for defined terms.

Appendix 3B Page 4 1/1/2003

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
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?

+ See chapter 19 for defined terms.

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32 How do +security holders dispose of their entitlements (except by sale through a broker)?
33 +Despatch date

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

+ See chapter 19 for defined terms.

Appendix 3B Page 6 1/1/2003

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
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)

+ See chapter 19 for defined terms.

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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: 9 November 2011 (Company secretary)

Print name: Timothy Burt

== == == == ==

+ See chapter 19 for defined terms.

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