Australian Pacific Coal : Share Issue - Section 708A statement App3B

3 February 2017 Not for release or distribution in the United States

Australian Pacific Coal Limited (ASX:AQC) Share issue and s708A cleansing notice‌

Australian Pacific Coal Limited (the Company) advises that on 1 February 2017 it issued 12,500,000 fully paid Ordinary Shares (the Shares) following the exercise of 12,500,000 options issued to the former Chief Financial Officer of the Company on 3 November 2015.

Attached is an Appendix 3B with respect to the issue of the Shares.

The Company provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act 2001 (Cth) that it has issued the Shares without disclosure to investors under Part 6D.2 of the Corporations Act.

The Company states that as at the date of this notice:

• it has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and section 674 of the Corporations Act; and

• it is not aware of any excluded information within the meaning of sections 708A(7) and 708A(8) of the Corporations Act.

Kevin Mischewski Company Secretary

Australian Pacific Coal Limited

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

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

Appendix 3B New issue announcement Appendix 3B New issue announcement,

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

AUSTRALIAN PACIFIC COAL LIMITED

ABN

49 089 206 986

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).

Ordinary Shares AQC

1 +Class of +securities issued or to be issued

12,500,000

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

   Fully paid ordinary shares.

2. Principal terms of the

   +securities (e.g. 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)

   + See chapter 19 for defined terms.

   04/03/2013 Appendix 3B Page 1

   Appendix 3B New issue announcement

   Yes

3. Do the +securities rank equally in all respects from the +issue date 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

     $0.01297 per share

4. Issue price or consideration

   Exercise of incentive options issued to former Chief Financial Officer on 3 November 2015, expiry 31 March 2017, exercise price $0.008.

5. Purpose of the issue

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

Yes

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

13 January 2017

6b The date the security holder resolution under rule 7.1A was passed

Nil

6c Number of +securities issued without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

Nil

6d Number of +securities issued with security holder approval under rule 7.1A

Appendix 3B New issue announcement

Nil

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

12,500,000

6f Number of +securities issued under an exception in rule 7.2

Not applicable

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values.

Include the source of the VWAP calculation.

Not applicable

6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

1,090,546,065

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

1 February 2017

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+Class
4,362,184,264	Fully paid ordinary shares (AQC)

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3