Australian Pacific Coal : Results of Meeting

ASX ANNOUNCEMENT

ASX Code: AQC

13 January 2017

2016 Annual General Meeting Outcome of Resolutions

Australian Pacific Coal Limited ('AQC', or 'the Company') advises that at the Annual General Meeting of the Company's members held today, the resolutions put to the members and the outcome of those resolutions were as follows:

Resolution One (Ordinary Resolution)

To consider and, if thought fit, pass the following resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That Peter Ziegler, who retires by rotation in accordance with Rule 18.1 of the Company's Constitution and, being eligible, offers himself for re‑election, be re-elected as a Director."

Outcome of Resolution One: Passed on a show of hands.

The instructions in respect of the proxies were:

For	Against	Undirected	Abstain or Excluded
2,127,779,563	0	15,434,181	0

Resolution Two (Ordinary Resolution)

To consider and, if thought fit, pass the following resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That Paul Byrne, who retires by rotation in accordance with Rule 18.1 of the Company's Constitution and, being eligible, offers himself for re‑election, be re-elected as a Director."

Outcome of Resolution Two: Passed unanimously on a show of hands.

The instructions in respect of the proxies were:

For	Against	Undirected	Abstain or Excluded
2,127,319,563	460,000	15,434,181	0

Australian Pacific Coal Limited ABN 49 089 206 986

Level 7, 10 Felix Street, Brisbane QLD 4000 ∙ PO Box 16330, City East QLD 4002

Tel: [phone] ∙ Fax: [phone] ∙ Web: www.aqcltd.com

Resolution Three (Ordinary Resolution)

To consider and, if thought fit, pass the following resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That Shane Stone, who retires in accordance with Rule 15.4 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

Outcome of Resolution Thee: Passed unanimously on a show of hands.

The instructions in respect of the proxies were:

For	Against	Undirected	Abstain or Excluded
2,127,319,563	460,000	15,434,181	0

Resolution Four (Ordinary Resolution)

To consider and, if thought fit, pass the following Advisory Resolution, with or without amendment:

"That, the Remuneration Report for the year ended 30 June 2016 (as set out on the Directors Report) is adopted."

Outcome of Resolution Four: Passed unanimously on a show of hands.

The instructions in respect of the proxies were:

For	Against	Undirected	Abstain or Excluded
2,120,607,942	38,967	15,434,181	7,132,654

Resolution Five (Special Resolution)

To consider and, if thought fit, to pass the following resolution, with or without amendment, as a Special Resolution:

"That pursuant to and in accordance with section 136(2) of the Corporations Act, and for all other purposes, the constitution comprising the document tabled at the meeting and signed by the Chairman of the meeting for the purposes of identification, be approved and adopted as the constitution of the Company in substitution for and to the exclusion of the existing constitution which is repealed in its entirety."

Outcome of Resolution Five: Passed unaminously on a show of hands.

The instructions in respect of the proxies were:

For	Against	Undirected	Abstain or Excluded
2,127,131,786	460,000	15,434,181	187,777

Resolution Six (Special Resolution)

To consider and, if thought fit, pass the following resolution, with or without amendment, as a Special Resolution of the Company:

"That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, the Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of this Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Memorandum"

Outcome of Resolution Six: Passed unanimously on a show of hands.

The instructions in respect of the proxies were:

For	Against	Undirected	Abstain or Excluded
2,127,552,819	38,967	15,434,181	187,777

Resolution Seven (Ordinary Resolution)

To consider and, if thought fit, pass the following resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That in accordance with the provisions of Listing Rule 7.1, and for all other purposes, the Company is authorised to issue up to $50,000,000 worth of fully paid ordinary shares (Future Placement Shares) at an issue price per Future Placement Share of not less than 80% of the volume weighted average market price of the Company's shares calculated over the last 5 days on which sales in the shares of the Company were recorded before the day on which the share placement is made, to various sophisticated, professional or other investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act 2001 (Cth) and otherwise on the terms and conditions set out in the Explanatory Memorandum."

Outcome of Resolution Four: Passed unanimously on a show of hands.

The instructions in respect of the proxies were:

For	Against	Undirected	Abstain or Excluded
2,127,088,819	502,967	15,434,181	187,777

Kevin Mischewski Company Secretary/CFO

Australian Pacific Coal Limited