üt Trade &

NSWGOVÊRNMENT

lnvestmentResources & Energy

Reference: 1312639

Mr John MaynardManager, Survey Property & Titles - Western RegionLocked Bag 1002WALLERAWANG NSW 2845

Dear Sir

MtNtNG PURPOSES LEASE NO 314 (ACT r973)

ln accordance with the provisions of Section 114(1) (a) of Ihe Mining Act 1992, theMinister renewed the lease subject to the terms and conditions set out in the attachedlnstrument of Renewal document.

The renewal took effect on 16 June 2014.

Please note prior to any mining activities being undertaken on the lease, a current MiningOperations Plan must be approved by the Secretary. The holder of the lease may also berequired to hold a current development consent/project approval before commencingactivities in accordance with the Environmental Planning &,Assessment Act 1979.

An overview of the environmental assessment and approval requirements for mining, inaddition to guidelines regarding the preparation of a Mining Operations Plan are availablefrom the Environment section of the Department's website:www. reso u rcesa nd energy. nsw. gov. a u.

ln regard to Condition I (Cooperation Agreement) -- the TASMAP system located on theDepartment's website (www.minerals.nsw.qov.au) will be of assistance in determining thepresence of overlapping petroleum titles.

For further information, please contact the undersigned on 02 4931 6439.

Yours faithfully

Lisafor Secretary24 July 2014

Minerals - Titles 516 High Street Maitland NSW 2320PO Box 344 Hunter Region Mail Centre NSW 2310

Email: webcoal.titles@industry.nsw.gov.auFax:02 4931 6776

www. reso u rces. n sw. g ov. a uABN 72 189 919 072

INSTRUMENT OF RENEWAL

LEASE: Mining Purposes Lease No 314(Act 1973)

HOLDER: Centennial Springvale Pty Limited(ACN 052 096 812)

Springvale SK Kores Pty Limited(ACN 051 0r5 402)

DATE OF LEASE: 3 August 1993

EXP¡RY DATE OF LEASE: 3 August 2014

PERIOD OF RENEWAL UNTIL: 3 August 2035

AREA: 96 hectares

AS SHOWN BY PLAN NO: Catalogue No: D7236

SURFACE EXGEPTION:

DEPTH RESTRICTION:

N¡I

Part 5 metresPart 15.24 metresParl20 metres

PURPOSES: The construction, maintenance and use(in or in connection with miningoperations) of:

. ahy building or mining plant,

. afiy road, railway, tramway, bridge or jetty,

. any reservoir, dam, drain or water race,

. ariv cable, conveyor, pipeline, telephone lineor signalling system,

. ahy bin, magazine or fuel chute,

. any plant nursery;

a

o

a

a

a

a

a

the removal, stockpiling, management ordepositing of overburden, ore or tailings tothe extent that it is associated with mineralextraction or mineral beneficiation;

the storage of fuel, machinery, timber orequipment for use in or in connection withmining operations;

the generation and transmission ofelectricity for use in or in connection withmining operations;

the construction, maintenance and use (inor in connection with mining operations) ofany drillhole or shaft for:drainage of gas, ordrainage or conveyance of water, orventilation, orconveyance of electricity, orconveyance of materials, orcommunications, oremergency access to undergroundworkings.

(a)

(b)

AMENDMENTS TO THE CONDITIONS OF THE LEASE:

All the Conditions contained in the lease prior to the renewal have beendeleted.

The lease is now subject to the attached Mining Lease Conditions 2013(Coal) numbered:

1-9(inclusive)

Conditions 2 to 6 are identified as conditions relating to environmentalmanagement for the purposes of Section 378D of the Mining Act 1992.

Nofe; Conditions 2 to 6 of this mining /ease are imposed pursuant to sections

238 and 239 of the Mining Act 1992. Clause 7 of Schedule 12 of the Mining

Regulation 2010 sayes higher penalties for a breach of condition imposed by

or under secfions 238 or 239 of the Act.

We, Centennial Springvale Pty Limited (ACN 052 096 812) and Springvale SKKores Pty Limited (ACN 051 015 4021, hereby accept the renewal of this Leaseand agree to be bound by the conditions specified.

-6)^ ".J;li,tx.i3,uoCENTENNIAL SPRINGVALE PTY LIMITED(ACN 052 096 812)

D;,'¿'rov'

SPRINGVALE SK KORES PTY LIMITED(ACN 05r 015 4021

\day of ç)t )OL ,ol+ '

Minister for Resources and Energy

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CATAL06UE No: O7233

MINING LEASE CONDITIONS 2013

Definitions

1. Notice to Landholders

2. Rehabilitation

3. Mining Operations Plan and Annual Rehabilitation Report

4. Compliance Report

5. Environmental lncident Report

6. Subsidence Management

7. Resource Recovery

8. Security

9. Cooperation Agreement

Note: Exploration Reports (Geological and Geophysical)

Version Date: 18 Julv 2013

Definitions:

Words used in this mining lease have the same meaning as defined in the Mining Act 1992 exceptwhere otheruvise defined below:

Act means the Mining Act 1992.

Department means the Division of Resources & Energy within the Department of Trade andlnvestment, Regional lnfrastructure and Services.

Environment has the same meaning as in the Protection of the Environment Operations Act 1997.

Harm to the environment has the same meaning as in the Profection of the EnvironmentOperations Act 1997.

Landholder for the purposes of these conditions does not include a secondary landholder andincludes, in the case of exempted areas, the controlling body for the exempted area.

Material harm to the environment has the same meaning as in the Protection of the EnvironmentOperations Act 1997.

Minister means the Minister administering the Act.

Pollution incident has the same meaning as in the Protection of the Environment Operations Act1997.

Lease Conditions (CoaD 2013Lease No.314 (Act 1

1.

(a)

MINING LEASE CONDITIONS 2013

Notice to Landholders

Within a period of three months from the date of granVrenewal of this mining lease, the

lease holder must serve on each landholder a notice in writing indicating that this mining

lease has been granted/renewed and whether the lease includes the surface. A plan

identifying each landholder and individual land parcel subject to the lease area, and a

description of the lease area must accompany the notice.

lf there are ten or more landholders, the lease holder may serve the notice by publication in

a newspaper circulating in the region where the lease area is situated. The notice must

indicate that this mining lease has been granted/renewed; state whether the lease includes

the surface and must contain a plan and description of the lease area. lf a notice is made

under condition 1(b), compliance with condition 1(a) is not required.

Rehabilitation

Any disturbance resulting from the activities carried out under this mining lease must be

rehabilitated to the satisfaction of the Minister.

Mining Operations Plan and Annual Rehabilitation Report

The lease holder must comply with an approved Mining Operations Plan (MOP) in carrying

out any significant surface disturbing activities, including mining operations, mining

purposes and prospecting. The lease holder must apply to the Minister for approval of a

MOP. An approved MOP must be in place prior to commencing any significant surface

disturbing activities, including mining operations, mining purposes and prospecting.

The MOP must identify the post mining land use and set out a detailed rehabilitation

strategy which:

(i) identifies areas that will be disturbed,

(ii) details the staging of specific mining operations, mining purposes and prospecting;

(iii) identifies how the mine will be managed and rehabilitated to achieve the post mining

land use;

(iv) identifies how mining operations, mining purposes and prospecting will be carried

out in order to prevent and or minimise harm to the environment; and

(v) reflects the conditions of approval under:

. the Environmental Planning and Assessment Act 1979;

o the Protection of the Environment Operations Act 1997; and

Minino Lease Conditions (Coal) 2013 Version Date: 1B Julv 201 3 Aooroved 15 Auoust 201 3

Mininq Purposes Lease No.314 (Act 1973) Paoe 3 of 8

(b)

2.

3.

(a)

(b)

. any other approvals relevant to the development including the conditions of this

mining lease.

(c) The MOP must be prepared in accordance with the ESG3; Mining Operations Plan (MOP)

Guidelines September 2013 published on the Department's website at

www. resou rces. nsw. oov. au/environ ment

(d) The lease holder may apply to the Minister to amend an approved MOP at any time.

(e) lt is not a breach of this condition if:

(i) the operations which, but for this condition 3(e) would be a breach of condition 3(a),

were necessary to comply with a lawful order or direction given under the

Environmental Planning and Assessment Act 1979, the Protection of the

Environment Operations Act 1997,hhe Mine Health and Safety Act 2004 / Coal

Mine Health and Safety Act 2002 and Mine Health and Safety Regulation 2007 /Coal Mine Health and Safety Regulation 2006 or the Work Health and Safety Act

201 1; and

(ii) the Minister had been notified in writing of the terms of the order or direction prior to

the operations constituting the breach being carried out.

(f) The lease holder must prepare a Rehabilitation Report to the satisfaction of the Minister.

The report must.

(i) provide a detailed review of the progress of rehabilitation against the performance

measures and criteria established in the approved MOP;

(ii) be submitted annually on the grant anniversary date (or at such other times as

agreed by the Minister); and

(iii) be prepared in accordance with any relevant annual reporting guidelines published

on the Department's website at www. resources. nsw. q ov. a u/envi ron ment.

Note: The Rehabilitation Report replaces the Annual Environmental Management Report.

4. Compliance Report

(a) The lease holder must submit a Compliance Report to the satisfaction of the Minister. The

report must be prepared in accordance with any relevant guidelines or requirements

published by the Minister for compliance repoding.

(b) The Compliance Report must include:

(i) the extent to which the conditions of this mining lease or any provisions of the Act or

the regulations applicable to activities under this mining lease, have or have not

been complied with;

(ii) particulars of any non-compliance with any such conditions or provisions,

(iii) the reasons for any such non-compliance;

Minino Lease Condit¡ons (Coal) 2013 Version Date: 18 July 201 3 Approved 1 5 August 201 3

Min¡nq Purposes Lease No.314 (Act 1973) Paqe 4 of B

(iv) any action taken, or to be taken, to prevent any recurrence, or to mitigate the

effects, of that non-compliance.

(c) The Compliance Report must be lodged with the Department annually on the grant

anniversary date for the life of this mining lease.

(d) ln addition to annual lodgement under condition 4(c) above, a Compliance Report:

(i) must accompany any application to renew this mining lease under the Act;

(¡i) must accompany any application to transfer this mining lease under the Act; and

(iii) must accompany any application to cancel, or to partially cancel, this mining lease

under the Act.

(e) Despite the submission of any Compliance Report under (c) or (d) above, the titleholder

must lodge a Compliance Report with the Department at any date or dates othen¡rise

required by the Minister.

(f) A Compliance Report must be submitted one month prior to the expiry of this mining lease,

where the licence holder is not seeking to renew or cancel this mining lease.

5. Environmental lncident Report

(a) The lease holder must notify the Department of all:

(i) breaches of the conditions of this mining lease or breaches of the Act causing or

threatening material harm to the environment; and

(ii) breaches of environmental protection legislation causing or threatening material

harm to the environment (as defined in the Protection of the Environment

Administration Act 1 99 1),

arising in connection with significant surface disturbing activities, including mining

operations, mining purposes and prospecting operations, under this mining lease. The

notification must be given immediately after the lease holder becomes aware of the breach.

Note. Refer to www.resources.nsw.qov.au/environment for notification contact details.

(b) The lease holder must submit an Environmental lncident Report to the Department within

seven (7) days of all breaches referred to in condition 5(a)(i) and (ii). The Environmental

lncident Report must include:

(i) the details of the mining lease;

(ii) contact details for the lease holder;

(lii) a map identifying the location of the incident and where material harm to the

environment has or is likely to occur;

Mininq Lease Conditions (Coal) 2013 Version Date: 1B July 2013 Approved 15 August 2013

Mininq Purposes Lease No.314 (Act 1973) Paqe 5 of B

a description of the nature of the incident or breach, likely causes and

consequences;

a timetable showing actions taken or planned to address the incident and to prevent

future incidents or breaches referred to in 5(a).

a summary of all previous incidents or breaches which have occurred in the

previous 12 months relating to significant surface disturbing activities, including

mining operations, mining purposes and prospecting operations under this mining

lease.

Note The lease holder should have regard to any relevant Director General's guidelines in

preparation of an Environmental lncident Report Refer

www. re sou rces. n sw.g ov. a u /e nv i ron me nt for fu fthe r detail s.

(c) ln addition to the requirements set out in conditions 5(a) and (b), the lease holder must

immediately advise the Department of any notification made under section 148 of the

Protection of the Environment Operations Act 1997 arising in connection with significant

surface disturbing activities including mining operations, mining purposes and prospecting

operations, under this mining lease.

6. Subsidence Management

The lease holder must not commence or undertake underground mining operations that

may cause subsidence of the surface other than in accordance with an Eligible Subsidence

Management Plan approved by the Director-General.

For the purposes of this condition, an 'Eligible Subsidence Management Plan' means:

A Subsidence Management Plan prepared in accordance with current government

guidelines for the preparation of Subsidence Management Plans; or

Those parts of an Extraction Plan or another type of plan:

prepared, either in whole or in part, with reference to current government

guidelines for the preparation of a Subsidence Management Plan; and

approved for the purposes of the Environmental Planning and Assessmenf Acf

1979 (or any planning legislation which replaces that Act) by the Minister or

Director-General of the Department of Planning & Infrastructure, or another

officer of that Department authorised to approve such a plan,

(iv)

(v)

(vi)

the

to

(i)

( i¡)

which relate to issues of subsidence.

Minino Lease Cond¡t¡ons (Coal) 2013 Vers¡on Date: 18 July 2013 Approved 15 Auqust 2013Minino Purooses Lease No.314 (Act 1973) Paqe 6 of 8

7.

8.

Resource Recovery

The lease holder must optimise recovery of the minerals that are the subject of this mining

lease to the extent economically feasible.

Security

Group Security

The lease holder is required to provide and maintain a security deposit to secure funding for

the fulfilment of obligations of all or any kind under the mining lease, including obligations of

all or any kind under the mining lease that may arise in the future.

The amount of the security deposit to be provided as a group security has been assessed

by the Minister at $6,750,000.

The leases covered by the group security include:

Mining Lease 204 (Act 1906)

Mining Lease 564 (Act 1906)

Private Lands Lease 133 (Act f 906)

Consolidated Coal Lease 733 (Act f 973)

Coal Lease 361 (Act 1973)

Coal Lease377 (Act f973)

Coal Lease 394 (Act 1973)

Mining Purposes Lease 314 (Act 1973)

Mining Lease 1303 (Act 1992)

Mining Lease 1319 (Act'19921

Mining Lease 1323 (Act 1992)

Mining Lease 1326 (Act f 992)

Mining Lease 1352 (Act 1992)

Mining Lease 1448 (Act f 992)

Mining Lease 1537 (Act 19921

Mining Lease 1588 (Act 1992)

Mining Lease 1670 (Act 1992)

Mininq Lease Conditions (Coal) 2013 Version Date: 18 Julv 2013 Aooroved 1 5 Auqust 201 3

Minino PurDoses Lease No.314 (Act 1973) Paoe 7 of 8

9. Gooperation Agreement

The lease holder must make every reasonable attempt, and be able to demonstrate its

attempts, to enter into a cooperation agreement with the holder(s) of any overlapping

title(s). The cooperation agreement should address but not be limited to issues such as:

o

o

a

a

a

a

a

o

access arrangements

operational interaction procedures

dispute resolution

information exchange

well location

timing of drilling

potential resource extraction conflicts; and

rehabilitation issues.

Exploration Reporting

Nofe: Exploration Reports (Geoloaical and Geophvsicall

The lease holder must lodge reports to fhe satrsfaction of the Minister in accordance with section

163C of the Mining Act 1992 and in accordance with clause 57 of the Mining Regulation 2010.

Reporfs must be prepared in accordance with Exploration Reporting: A quide for repoftinq on

exploration and prospectinq in New South Wales (Depaftment of Trade and lnvestment; Regional

lnfrastructure and Services 201 0).

SPECIAL CONDITIONS

Note: The standard conditions apply to alt mining /eases. The Division of Resources & Energy (DRE)

reserves the right to impose speciat conditions, based on individual circumstances, where appropriate.

Lease No.314