MEETING: PRC: PRC - Notice of Special Shareholder Meeting

23 Apr 2010 9:33 am

PRC 23/04/2010 MEETING

REL: 0933 HRS Pike River Coal Limited

MEETING: PRC: PRC - Notice of Special Shareholder Meeting

Notice of Special Shareholder Meeting and Appraisal Report/Independent Expert's Report & Independent Adviser's Report

Copy of Notice being mailed to security holders today

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 on 7 May 2010.

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 from 1 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

Please Note 1. If you wish to exercise your vote for the resolutions by proxy please refer to the Notes of the Proxy form, and use the enclosed proxy form. 2. If you are attending the meeting in person, please advise us by email to kathrynw@pike.co.nz, or by facsimile +64 4 494 0219 or free phone 0800 494 021. End CA:00194106 For:PRC Type:MEETING Time:2010-04-23:09:33:40

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