Material Agreement Form 8 K

Issuance of Notes

On October 2, 2024 (the "Closing Date"), Coronado Global Resources Inc., a Delaware corporation (the "Company"), entered into an indenture (the "Indenture") among Coronado Finance Pty Ltd (ACN 628 668 235), an Australian proprietary company and a wholly-owned subsidiary of the Company (the "Issuer" or "Australian Borrower"), the Company, the other guarantors party thereto (collectively with the Company, the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee"), and as priority lien collateral trustee, relating to the issuance by the Issuer of US$400 million aggregate principal amount of 9.250% Senior Secured Notes due 2029 (the "Notes"). The Notes were sold on the Closing Date through a private placement to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The Notes bear interest at a rate of 9.250% per annum. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2025, to record holders of the Notes on the immediately preceding March 15 and September 15, as applicable. The Notes mature on October 1, 2029 and are senior secured obligations of the Issuer.

The Notes are guaranteed on a senior secured basis by the Company and certain of the Company's subsidiaries that guarantee or is a borrower under the Company's ABL Facility (as defined below) or certain other debt and secured by (i) a first-priority lien on substantially all of the assets of the Issuer and each Guarantor (other than accounts receivable and certain other rights to payment, inventory, certain investment property, certain general intangibles and commercial tort claims, deposit accounts, securities accounts and other related assets, chattel paper, letter of credit rights, certain insurance proceeds, intercompany indebtedness and certain other assets related to the foregoing and proceeds and products of each of the foregoing (collectively, the "ABL Priority Collateral")) and (ii) a second-priority lien on the ABL Priority Collateral, which is junior to a first-priority lien for the benefit of the lenders and other creditors under the Company's asset-based revolving credit facility, dated as of May 8, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to October 2, 2024, the "Existing ABL Facility"), as amended by the First Amendment (as defined below) (the Existing ABL Facility as amended by the First Amendment, the "ABL Facility"), in each case, subject to certain exceptions and permitted liens.

The Company intends to use the proceeds from the offering of the Notes (i) to redeem all of the Issuer's outstanding 10.750% Senior Secured Notes due 2026 (the "Existing Notes"), (ii) to pay related fees and expenses in connection with the offering of the Notes and the redemption of the Existing Notes and (iii) for general corporate purposes.

The terms of the Notes are governed by the Indenture. The Indenture contains customary covenants for high yield bonds, including, but not limited to, limitations on investments, liens, indebtedness, asset sales, transactions with affiliates and restricted payments, including payment of dividends on capital stock.

Upon the occurrence of a "Change of Control Triggering Event," as defined in the Indenture, the Issuer is required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Issuer also has the right to redeem the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date, following the occurrence of a Change of Control Triggering Event, provided that the Issuer redeems at least 90% of the Notes outstanding prior to such Change of Control Triggering Event. Upon the occurrence of certain changes in tax law (as described in the Indenture), the Issuer may redeem all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Issuer may redeem any of the Notes, in whole or in part, at any time and from time to time on or after October 1, 2026 at the redemption prices set forth in the Indenture and form of Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuer may also redeem some or all of the Notes at any time and from time to time prior to October 1, 2026 at a price equal to 100% of the principal amount thereof plus a "make-whole" premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.