Action required:

  • If you are in doubt as to the action you should take in relation to this document, please consult your stockbroker, banker, legal advisor or other professional advisor immediately. This document is issued in compliance with the Listings Requirements of the Botswana Stock Exchange to the shareholders of Shumba Coal Limited (“Shumba Coal”) (“Shareholders”).
  • If you have disposed all of your Shumba Coal Shares (“Shares”), this Circular should be sent to the agent through whom you have disposed of such Shares, for onward delivery to the purchaser of those Shares.
  • If you are unable to attend the Special Meeting scheduled for 08 September 2014 at 10h00 at IFS Court, Twenty Eight CyberCity, Ebène, Republic of Mauritius you are entitled to be represented thereat by proxy and should you desire to be so represented, you should complete the form of proxy which is attached hereto, so as to be received by the transfer secretaries of the Company by no later than 10h00 on 02 September 2014.

Shumba Coal Limited
(“Shumba Coal” or the “Company”)
Share code: SHU ISIN: MU0397S00002
incorporated in accordance with the laws of Mauritius on the 28th of August 2012
Company Number 111905 C1/GBL and registered as an external company on the 4th of February 2013

A. For the purposes of explaining the salient terms and conditions for:

i. the private placement of 7,500,000 shares by Placees at a share price of USD 0.12 each (‘the Private Placement’);
ii. the subscription of 18,572,428 shares, amounting to USD 2,228,698 (‘the Share Subscription’); and
iii. the issuance of warrants and their conversion into ordinary shares in Shumba Coal (‘the Warrant Issue ’)
which all constitute issuance of new shares and a Specific Issue for Cash.

B. To seek Shareholder approval for

i. the terms and conditions for the private placement, subscription of shares and issuance of warrants; and
ii. the waiver of their pre-emptive rights in respect of shares issued in respect of the Private Placement, the Subscription Agreements and the Warrant Issue.

C. Incorporating a notice convening a Special Meeting of Shareholders of Shumba Coal and a form of proxy
Date of issue 12 August 2014


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