CD CAPITAL TO INVEST UP TO A$83 MILLION IN PRAIRIE’S LUBLIN COAL PROJECT

• Prairie has agreed the terms for an investment of up to A$83 million from global natural resources private equity fund CD Capital to upgrade, expand and develop the Lublin Coal Project
• CD Capital have committed to be a key strategic funding partner in the upgrading, expansion and development of Prairie’s Lublin Coal Project  
• The investment is structured in three tranches as follows:
  • a private placement by PDZ Holdings Pty Ltd (a wholly-owned subsidiary of Prairie which indirectly holds the Lublin Coal Project) of non-interest bearing convertible loan notes with an aggregate principal amount of A$15 million to CD Capital, exchangeable for ordinary shares of Prairie at A$0.335 per share
  • the grant of unlisted options in Prairie with an exercise price of A$0.60 per option for a further A$13 million once exercised; and
  • a priority right for CD Capital to invest a further A$55 million in any future funding conducted by Prairie
• The receipt by PDZ Holdings of the initial A$15 millionwill fund the de-risking of the Project towards a construction decision
• The completion of the transaction will fully fund all required works up to a positive mine development decision at the Lublin Coal Project, including the completion of a Definitive Feasibility Study and all required permitting
• CD Capital securing rights to provide A$55 million as part of future Prairie fund raising provides a solid platform for Prairie to progress project financing for the successful development of the Lublin Coal Project
• In recognition of the above, CD Capital has the right to appoint two directors to the Board of Prairie
• Based on current share capital, exchange of the loan notes will result in CD Capital holding approximately 30% of the ordinary shares of Prairie and exercise of the options will result in CD Capital acquiring an additional 15% shareholding (45% in total)

Prairie Mining Limited (“Prairie” or “Company”) is pleased to announce that it has executed an investment agreement with CD Capital Natural Resources Fund III LP (“CD Capital”). Subject to shareholder approval of the transaction, CD Capital will become a key strategic investor in Prairie via a private placement by PDZ Holdings Pty Ltd (“PDZ Holdings”) (a wholly-owned subsidiary of Prairie which indirectly holds the Lublin Coal Project (“Project” or “LCP”)) of non-interest bearing convertible loan notes (“Notes”) with an aggregate principal amount of A$15 million to CD Capital, which can be exchanged into ordinary (common) shares in Prairie at A$0.335 per share. The transaction also involves, on exchange of the Notes, the grant of unlisted options in Prairie for a further A$13 million once exercised and a further priority right to provide the Company or its subsidiaries with capital of A$55 million as part of any future capital raising, whether equity or debt, by Prairie for the development of the LCP.

CD Capital is a global natural resources private equity fund with a proven track record of successfully identifying and investing in world-class mining and resource assets at the growth equity stage. CD Capital unlocks value in high quality mining projects through a strategic hands on approach to development and has a long term investment horizon. CD Capital’s underlying investor base is made up of professional institutional investors with strong representation from endowments and foundations