Anglo Pacific Group PLC – s. 38(3)

Filer granted permission from the Director, pursuant to s. 38(3) of the Securities Act (Ontario), to make listing representations in its offering documents to the effect that the filer intends to make application to the London Stock Exchange for its Ordinary Shares to be admitted for listing and trading.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 38(3).

July 7, 2016

Norton Rose Fulbright Canada LLP
200 Bay Street, Suite 3800
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2Z4

Attention:              Mr. Bruce Sheiner

Re:         Anglo Pacific Group PLC

Application for Permission to Make a Listing Representation

Further to your letter submitted on behalf of Anglo Pacific Group PLC (the Filer) dated June 20, 2016 (the Application), we understand that:

1.             The Filer is incorporated in England and Wales under the Companies Act 1948 with registered number 00897608.

2.             The Filer’s Ordinary Shares are listed on the London Stock (LSE) and the Toronto Stock Exchange and is therefore a reporting issuer in Ontario.

3.             The Filer is proposing to issue Ordinary Shares (the New Ordinary Shares) outside of Canada by way of a Firm Placing, Placing and Open Offer (the Offering).

4.             The Offering is being made by way of prospectus (the Prospectus) in the United Kingdom and certain other jurisdictions where the extension or availability of the Offering would not breach any applicable law.

5.             The Offering is not being made in any jurisdiction in Canada.

6.             The Prospectus will contain representations identical or substantially similar to the following (the Listing Representations):

a)            Applications will be made to the Financial Conduct Authority for the New Ordinary Shares to be admitted to the standard segment of the Official List and to be admitted to trading on the London Stock Exchange’s main market for listed securities and application has been made to the Toronto Stock Exchange to list the New Ordinary Shares.

b)            It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on [l] 2016 on the London Stock Exchange’s main market for listed securities and at market open on [l] 2016 on the Toronto Stock Exchange.

7.             No approval for the listing of the Ordinary Shares on the LSE, conditional or otherwise, has been granted, nor has such stock exchange consented to, nor indicated that they do not object to, the Listing Representations.

8.             The Filer seeks permission to include the Listing Representations in the Prospectus.

Based upon the representations above and the representations contained in your Application, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representations in the Prospectus.

Yours very truly,

“Jo-Anne Matear”
Manager, Corporate Finance Branch
Ontario Securities Commission