Yankuang Energy Group Company Limited announced that on 14 April 2026 its 62.26%-owned subsidiary, Yancoal Australia Ltd, signed a binding agreement to purchase 100% of Kestrel Coal Group Pty Ltd (KCG) from EMR Capital–affiliated entities and Adaro Capital Limited. The deal transfers an effective 80% interest in the Kestrel Coal Mine in Queensland’s Bowen Basin.
Transaction structure and price • Maximum consideration: US$2.40 billion, comprising an upfront US$1.85 billion payment and up to US$0.55 billion in contingent price-linked payments over five years. • Contingent payments apply when the Platts Premium Low Vol Hard Coking Coal Index exceeds US$225/t; Yancoal will remit 30% of its attributable revenue above that threshold, subject to the aggregate cap. • A US$40 million deposit, creditable against the upfront amount, was paid at signing.
Funding plan • Upfront consideration will be financed with existing cash and a new US$1.20 billion five-year syndicated acquisition loan. • A US$200 million committed working-capital facility is in place; contingent payments are expected to be serviced from operating cash flow.
Conditions precedent and timetable Completion is targeted for end-3Q 2026 and is subject to: 1. Australian Competition and Consumer Commission clearance; 2. Foreign Investment Review Board approval; 3. PRC outbound investment approvals (NDRC, Shandong Department of Commerce, SAMR); 4. Other offshore merger-control clearances; 5. Mitsui’s pre-emptive rights on its 20% joint-venture stake. The long-stop date is 30 November 2026, extendable to 28 February 2027. Termination rights cover failure to satisfy conditions, insolvency, material adverse change, and change of control.
Target asset profile Kestrel is a large, long-life underground metallurgical coal mine producing premium high-fluidity, low-ash product. • 2025 saleable production: 5.90 million tonnes (100% basis). • Marketable coal reserves: 164 million tonnes; resources: 406 million tonnes. • Estimated mine life: 25 years. • 2025 financials for KCG (AAS basis): profit before tax US$25.80 million, profit after tax US$18.10 million; net assets US$1.50 billion at 31 December 2025.
Strategic rationale Management expects the acquisition to: • Increase Yancoal Australia’s exposure to metallurgical coal, diversifying its product mix; • Add a top-quartile cost-curve asset with resilient margins; • Deliver immediate cash flow and strengthen free-cash generation through commodity cycles.
Regulatory classification Under Hong Kong Listing Rule 14.07, the transaction’s highest percentage ratio exceeds 5% but is below 25%, classifying it as a discloseable transaction. No director has a material interest, and shareholder approval is not required.
Risk reminder Completion depends on regulatory clearances and other conditions; therefore, shareholders and potential investors should exercise caution when dealing in Yankuang Energy’s securities.