Australian Pacific Coal : Securities Trading Policy

Securities Trading Policy Adopted by the Board on 14 March 2017 Background

The purpose of the Company's Securities Trading Policy ('Policy') is to ensure that you are aware of your legal obligations and to protect the Company and its reputation in the market place.

Trading in the shares and other Securities such as options of Australian Pacific Coal Limited ABN 49 089 206 986 ('AQC' or 'the Company') is subject to, amongst other things, the Corporations Act 2001 (Cth) ('Corporations Act') and the ASX Listing Rules. The intent behind the various provisions regulating trading of Securities on the ASX is that the investment market is kept fully informed of the Company's activities in order that at any time all investors are able to make informed investment decisions based on the same information. Further, there are strictly enforced criminal sanctions against anyone breaching the Corporations Act and engaging in what is commonly called "insider trading".

For the avoidance of doubt, nothing in this Policy sanctions a breach of the market misconduct or insider trading provisions of the Corporations Act. A person who possesses Inside Information about an entity's Securities is generally prohibited from trading in those Securities under the insider provisions of the Corporations Act and this applies even where the trade occurs as permitted within the operation of this Policy.

Any non-compliance with this Policy will be regarded as serious misconduct which may entitle the Company to take corrective disciplinary action.

Defined terms are set out in the Definitions section of this Policy.

Securities

For the purposes of this Policy 'Securities' includes ordinary shares, preference shares, options, performance rights, debentures, convertible notes and other instruments considered to be a security for the purposes of the Corporations Act. Securities also includes financial products issued or created over or in respect of Securities issued by the Company (for example, warrants and other derivative products),

whether or not the financial products are created by the Company or third parties.

Persons to whom this policy applies

The Company's Securities Trading Policy applies to Directors, Key Management Personnel, officers, employees, consultants and contractors of the Company ('Company Personnel') and its related bodies corporate as defined in the Corporations Act (the 'Group').

Company Personnel must take all reasonable steps to advise any Associate, Related Person, or Related Entity ('Connected Persons') that they are a Connected Person of the Company and to ensure that their Connected Persons do not breach this Policy. Connected Persons include family members (including parents, spouses or children) who may influence, or be influenced by Company Personnel in his or her Dealings with the Company. Connected Persons also include a company or any other entity which Company

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

Personnel have an ability to control. Where this Policy requires Company Personnel to do an act or thing, the person must do that act or thing in respect of their Connected Person.

Company Personnel are also bound by their confidentiality obligations in relation to confidential information obtained in the course of their duties.

Price sensitive Information and insider trading

The Corporations Act prohibits insider trading by persons in possession of price sensitive Inside Information.

Information is 'inside' or 'price sensitive' if it is not Generally Available, but which, if it were Generally Available, a reasonable person would expect to have a Material Effect (upwards or downwards) on the price or value of a security.

For the purposes of the insider trading provisions of the Corporations Act, Information is defined broadly and includes matters of supposition and other matters which are insufficiently definite to warrant being made known to the public. It also includes matters relating to the intentions of a person.

While in possession of price sensitive Information that is not Generally Available, Company Personnel shall not:

• trade in the Company's Securities;

• enter into an agreement to Deal in the Company's Securities;

• procure any other person to Deal in the Company's Securities;

• directly or indirectly communicate the Information, or cause the Information to be communicated, to another person.

  In general, all of the above prohibited activity is an offence under the Corporations Act.

  For the avoidance of doubt, compliance with any procedures in this Policy does not preclude a trade from breaching insider trading laws if it is undertaken or procured by someone in possession of price sensitive inside Information at the time.

  Examples of Inside Information

  It is not possible to list all Information that may be inside Information. However, the following types of Information would be likely to be considered to have a Material Effect on the price of the Company's Securities:

• sales figures;

• profit forecasts;

• exploration results;

• unpublished announcements or knowledge of possible regulatory investigation;

• interim and final financial reports, including the Company's quarterly reports;

• liquidity and cashflow;

• proposed changes in the Company's capital structure, including issues of Securities, rights issues and buy backs;

• borrowings;

• major asset purchases and sales;

• impending mergers, acquisitions, reconstructions, takeovers;

• litigation;

• changes in operations;

• new products/services and technology;

• proposed dividends or dividend policies;

• management restructuring or Board changes; and

• signing or renewal of significant contracts.

  Securities in other companies

  While in general Company Personnel are free to Deal in Securities in other listed companies, the prohibited conduct under the Corporations Act may prohibit Dealings not only in the Company's Securities but also in the Securites of other listed companies with which the Company may be Dealing (including the Group's lenders, customers, contractors or business partners) where Company Personnel possess 'inside information' in relation to that other company.

  If a person is aware of Information that is not Generally Available but which, if it were Generally Available, a reasonable person would expect to have a Material Effect on the price or value of a Security, the person should not Deal in the Securities of the companies that it affects.

  Company Personnel may come into possession of Inside Information where they are directly involved in client relationship management or negotiating contracts. For example, where a person is aware that the Company is about to sign a major agreement with another company, the person should not buy Securities in either the Company or the other company.

  Other prohibitions on Dealing in Securities

  The Company's overriding policy is that Company Personnel must not Deal in the Company's Securities at any time they are in possession of Inside Information.

  There may be occasions where the Company notifies Company Personnel that they must not Deal in the Company's Securities for a specified period or until the Company gives further notice. This will generally only occur in exceptional circumstances determined by the Company's Board. Company Personnel must not trade while the notified Prohibited Period is in force.

  Restricted Persons

  The Company's Key Management Personnel, Directors, other senior personnel and their support staff are likely to have, or be perceived to have, access to material price sensitive Information ahead of the broader market. If it becomes known that a Director or senior executive of an entity has traded in its Securities shortly prior to the publication or release of Information to the market, there is a risk that some will speculate that the trade was motivated by inside knowledge of the impending release.

  'Restricted Persons' include:

• Key Management Personnel, including:

• Executive and non-executive Directors of the Company, and

• Senior executives who report to the Board or the CEO and have the authority and responsibility for directly and indirectly planning, directing and controlling the activities of the Company.

• Company Personnel who work closely with, or in close proximity to, Key Management Personnel,

• Company Personnel involved in preparing the Company's statutory financial reports, and

• Company Personnel who, from time to time, are notified by the Company that they are a Restricted Person.

  Prohibition on insider trading

  No Restricted Person may Deal in Company Securities at any time if that person is or could reasonably be expected to be in possession of Inside Information.

  Closed Periods (Blackout Periods)

  Restricted Persons (or their Connected Persons) must not Deal in the Company's Securities during any of the following 'Closed Periods':

• for the calendar quarters ending 31 March and 30 September, the period starting ten Business Days before the planned date for release of the relevant quarterly report and ending on the Business Day after the release of that report to the ASX;

• for the calendar quarter ending 30 June, the period starting ten Business Days before the planned date for release of the June quarterly report and ending on the Business Day after the release of the 30 June full year financial report to ASX;

• for the calendar quarter ending 31 December, the period starting ten Business Days before the planned date for release of the December quarterly report and ending on the Business Day after the release of the 31 December half year financial report to ASX;

• the period commencing from the release of Information to the ASX which a reasonable person would expect to have a Material Effect on either the price or the value of the Company's Securities and ending the Business Day after the release of such Information to the ASX; and

• any other period that the Board specifies from time to time.

For the avoidance of doubt, during the above Closed Periods, Restricted Persons (or their Connected Persons) must not Deal in financial products issued or created over or in respect of the Company's Securities (for example, exchange-traded options, contracts for differences and other derivatives).

Exceptional circumstances

A Restricted Person who is not in possession of Inside Information in relation to the Company may be given written clearance to sell or otherwise dispose of (but not purchase) Company Securities during a Prohibited Period if that person is in severe financial difficulty, is required by law to transfer the Company Securities or where other exceptional circumstances exist. Where clearance is given, the person must trade the Company Securities within five Business Days of receiving clearance.

Restricted Persons who wish to sell or otherwise dispose of Company Securities during a Prohibited Period, must submit a written notification to the Company Secretary and obtain the prior written consent of the Chairman (or in the case of the Chairman, prior written consent of the Chief Executive Officer ('CEO') or Managing Director ('MD')) or their delegate (the 'Approver'). Restricted Persons must demonstrate to the satisfaction of the Approver that he or she is in severe financial difficulty or that his or her circumstances are otherwise exceptional.

A Restricted Person must not be given clearance to Deal in any Securities of the Company during a Prohibited Period unless an exceptional circumstance arises in accordance with this Policy.

Trading outside Closed Periods

All Restricted Persons (or their Connected Persons) must not Deal in any Securities of the Company (unless the Dealing is an Excluded Dealing) without first submitting a written notification to the Company Secretary and obtaining a prior written clearance to Deal from the Chairman (or in the case of the Chairman, prior written Clearance from the Chief Executive Officer or Managing Director) or their delegate (the 'Clearance Officer').