MEETING: PRC: PRELIMINARY NOTICE OF MEETING

21 Apr 2010 3:39 pm

PRC 21/04/2010 MEETING

REL: 1539 HRS Pike River Coal Limited

MEETING: PRC: PRELIMINARY NOTICE OF MEETING

Attched is the Notice of Meeting which is to be sent to Pike River Coal Limited securityholders.

Notice of despatch of the Notice of Meeting will be provided in due course.

PIKE RIVER COAL LIMITED NOTICE OF SPECIAL MEETING OF SHAREHOLDERS Friday 7 May 2010

Pike River Coal limited (the Company) gives you notice that a special meeting of shareholders will be held at The Wellesley Hotel, 2-8 Maginnity Street, Wellington, New Zealand, commencing at 5.30pm (Wellington time) 3.30pm (Sydney time) on 7 may 2010.

The Explanatory Notes which accompany this Notice of Meeting set out the details of the transactions which are the subject of the resolutions and the approval required for each resolution by the shareholders of the Company pursuant to the NZSX and ASX Listing Rules, the Companies Act 1993, the constitution of the Company and the Takeovers Code Approval Order 2000 (Takeovers Code).

ORDINARY BUSINESS The business of the meeting will be to consider and, if thought fit, to pass the following ordinary resolutions: 1. Issue of Convertible Bonds "Subject to Resolutions 2 and 3 below being passed, that, for the purposes of NZSX Listing Rules 7.3.1, 7.5 and 9.2.1, and ASX Listing Rules 7.1 and 10.1, the Board is authorised during the 3 months following the date of this Resolution to issue convertible bonds to New Zealand Oil & Gas Limited (NZOG) for a face value of up to US$28,900,000 on the terms set out in the accompanying Explanatory Notes (Bonds)."

2. Issue of shares on conversion of the Bonds "Subject to Resolution 1 above and Resolution 3 below being passed, that, for the purpose of Rule 7(d) of the Takeovers Code, the Company approve the allotment to NZOG of new ordinary shares in the Company at any time on or before 30 April 2012 on, or pursuant to, the exercise of the rights attaching to the Bonds, on the terms set out in the accompanying Explanatory Notes."

3. Coal Option Agreement "Subject to Resolutions 1 and 2 above being passed, that, for the purposes of NZSX Listing Rule 9.2.1 and ASX Listing Rule 10.1, shareholders ratify, confirm and approve: (a) the entry by the Company into an agreement whereby the Company grants NZOG an option (Option) to purchase: (i) for the period from 23 February 2010 until 31 March 2013, up to 100% of the Company's currently uncontracted coal production from the Company's Pike River Mine; and (ii) for the period from1 April 2013 for the remainder of the Company's Pike River Mine life, up to 30% of the annual coal production from the Company's Pike River Mine; (b) the exercise of the Option (including entering into the coal contract (Coal Contract) to arise from the exercise of the Option) by NZOG or any other party to whom NZOG assigns the Option; and (c) any transfer or assignment by NZOG of the Option or the Coal Contract, all on the terms set out in the accompanying Explanatory Notes."

By order of the Board

John Dow Chairman 19 April 2010 End CA:00194017 For:PRC Type:MEETING Time:2010-04-21:15:39:57

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