INFORMATION MEMORANDUM

CONTENT1. Investment Overview 92. Details Of The Offer 203. Whitehaven’s Business 246. World Coal Markets And Market Review - [Ame] 447. Corporate Information - [To Be Updated] 458. Investment Risks 489. Independent Report - [Minarco] 5310. Financial Information - [Kpmg] 5411. Report On Native Title And Tenements 6012. Significant Documents 6113. Additional Information 6714. Glossary Of Technical Terms 69Directory 70IMPORTANT NOTICESThis Information Memorandum has been prepared by Whitehaven Coal MiningLimited (‘Whitehaven Coal’) and its officers and employees and the Sale Shareholdersto provide background information in relation to Whitehaven Coal, in relation to anissue of New Shares and an offer of Sale SharesIn accepting this Information Memorandum, the recipient agrees for itself and itsrelated bodies corporate and their respective directors, officers, employees, agents,representatives and advisers (together the Recipient) that it is provided on the termsand conditions of this Important Notice.Restrictions on distribution of this Information MemorandumThe Information Memorandum is for limited circulation to selected recipients. It isprovided on a strictly private and confidential basis to be used solely by the Recipient.It must not be made available to, or discussed with, any other person withoutthe prior written consent of Whitehaven Coal and its advisers or the Vendors. It isprovided to the Recipient solely for its use in connection with providing backgroundinformation in relation to Whitehaven Coal and the issue and offer of Shares and it isnot to be used for any other purpose.Recipient to conduct own investigation and analysisThis Information Memorandum is not to be considered as a recommendation byWhitehaven Coal and its advisers or any of their officers, employees, agents oradvisers or the Sale Shareholders that any Recipient invest in the Shares, or that aninvestment in shares is a suitable investment for the Recipient. The Recipient shouldconduct and rely upon its own investigation and analysis of the information in thisInformation Memorandum and other matters that may be relevant to it in consideringwhether to acquire the Shares. Each Recipient considering an investment in theShares must make, and will be taken to have made, its own independent investigationand analysis of the information in this Information Memorandum. Independentexpert advice (including from a Recipient’s accountant, stockbroker, lawyer or otherprofessional adviser) should be sought before making a decision to invest in theShares.Not a document requiring lodgement with ASICThis Information Memorandum is not a prospectus or other disclosure documentrequired to be lodged with ASIC under Chapter 6D of the Corporations Act as theOffer is only made to persons who, or in circumstances that, fall within one of theexclusions from the disclosure requirement contained in section 708 of the CorporationsAct. Nor is a product disclosure statement or similar document required underChapter 7 of the Corporations Act. Accordingly, this Information Memorandum doesnot contain the information that would be contained in a prospectus or other disclosuredocument prepared under the Corporations Act and does not purport to containall of the information that may be necessary or desirable to enable a potential investorto properly evaluate and consider an investment in the Shares.No responsibility for contents of Information MemorandumTo the maximum extent permitted by law, no representation, warranty or undertaking,express or implied, is made and, to the maximum extent permitted by law, noresponsibility or liability is accepted by Whitehaven Coal and its advisers or any oftheir officers, employees, agents or advisers, the Sale Shareholders or any otherperson as to the adequacy, accuracy, completeness or reasonableness of this InformationMemorandum. To the maximum extent permitted by law, no responsibility forany errors or omissions from this Information Memorandum whether arising out ofnegligence or otherwise is accepted.This Information Memorandum contains various opinions, estimates and forecastswhich are based upon assumptions that may not prove to be correct or appropriate.Except to the extent implied by law, no representation or warranty as to the validity,certainty or completeness of any of the assumptions or the accuracy of the information,opinions, estimates or forecasts contained in this Information Memorandum ismade by any of Whitehaven Coal and its advisers or any of their officers, employers,agents or advisers or the Sale Shareholders.AcknowledgmentsEach Recipient acknowledges that:(a) no person has been authorised to give any information concerning WhitehavenCoal or the Shares other than as contained in this Information Memorandumand, if given, that information cannot be relied upon as having been authorisedby Whitehaven Coal; and(b) they have been afforded an opportunity to request, and have received andreviewed, all information considered by them to be necessary or appropriate toverify the accuracy of, or to supplement the information contained in, this InformationMemorandum and to make an informed decision about investing in theShares.Accuracy of projections and forecastsAll projections and forecasts in this Information Memorandum are for illustrativepurposes only, using the assumptions described in this document. Actual results maybe materially affected by changes in economic and other circumstances. The reliancethat the Recipient places upon the projections and forecasts is a matter for its owncommercial judgment. No representation or warranty is made that any projection,forecast, assumption or estimate contained in this Information Memorandum shouldor will be achieved.Speculative investment and liquidity not guaranteedAn investment in the Shares is to be considered speculative. Liquidity in the Sharescannot be guaranteed by Whitehaven Coal or the Sale Shareholders and any offer forsale of the Shares must be made in accordance with the Corporations Act and anyother applicable laws.Date of Information MemorandumThe information contained in the Information Memorandum has been prepared asof [date]. Neither the delivery of this Information Memorandum nor any offer orissue of the Shares implies or should be relied upon as a representation or warrantythat there has been no change since that date in the affairs or financial condition ofWhitehaven Coal or that the information contained in this Information Memorandumremains correct at, or at any time after, that date.Definitions and GlossaryCertain capitalised terms and abbreviations used in this Information Memorandumhave defined meanings which are explained in the Definitions section.Financial AmountsThe financial amounts in this Information Memorandum are expressed in Australiandollars unless otherwise stated.PhotographsThe assets depicted in photographs in this Information Memorandum are assets ofthe Company unless otherwise stated.