Investment Offer

Morgans is a Joint Lead Manager to the Offer¹

New Hope Corporation Limited (ASX: NHC) ("New Hope") is seeking to raise approximately $250 million through the issue of New Hope Perpetual Step-up Hybrid Securities (“Hybrid Securities”). The Hybrid Securities are fully paid, perpetual, subordinated, redeemable and unsecured notes with a Face Value of $100 each.²

Please contact your Morgans Adviser to discuss the suitability of the New Hope Hybrid Securities given your investment objectives and current portfolio holdings and, if appropriate, secure an allocation.

Hybrid Securities are a complex investment and may be difficult to understand, even for experienced investors, and involve different risks from simple debt securities and ordinary shares. You should ensure that you understand the Hybrid Securities Terms and the risks of investing and consider whether they are an appropriate investment for your circumstances. It is important that you read the Prospectus in full before deciding to invest in Hybrid Securities.

About New Hope

Founded in 1952, New Hope is an ASX-listed Australian low-cost energy producer, with large-scale operations including the Bengalla Mine in the Hunter Valley and the New Acland Mine on the Darling Downs (Southeast Queensland). New Hope exports thermal coal to key Asian markets and also has exposure to metallurgical coal through its existing interest in Malabar Resources Limited (“Malabar”). New Hope also owns the QBH export terminal at the Port of Brisbane, an infrastructure asset which is underpinned by long-term customer contracts which are indexed to inflation. In addition, New Hope has business interests in agricultural operations, including farming, grazing and land management enterprises.

New Hope has agreed to acquire all of the Malabar shares it does not already own via a scheme of arrangement. If implemented, the acquisition would increase New Hope’s exposure to metallurgical coal through Malabar’s Maxwell Underground Mine and further diversify the Group’s operations.

If the proposed acquisition is implemented, New Hope intends to apply the net proceeds of the Offer to repay or refinance certain existing Malabar financing arrangements.³

New Hope Operations

The map below shows the location of New Hope’s principal operating assets, including New Acland Mine in Queensland and Bengalla Mine and Maxwell Underground Mine in New South Wales, together with associated infrastructure and exploration interests.

New Hope Investment Highlights

• Low-cost Australian coal operations: New Hope’s principal asset is its 80% interest in Bengalla Mine, a large-scale, long-life and low-cost producer of thermal coal. New Acland Mine is also expected to become a low-cost producer as production increases towards steady-state operations.

• Strong balance sheet and cash generation: New Hope has maintained a conservative approach to capital management, supported by the cash-generative nature of its low-cost operations across varying commodity price environments. As at 31 July 2026, New Hope had $778.5 million of total liquidity.⁴

• Strong earnings and cash flow: New Hope generated $514 million of underlying EBITDA and approximately $564 million of operating cash flow in FY26, demonstrating the cash-generative nature of its operations.⁴

• Established growth pipeline: New Hope has a portfolio of organic growth opportunities across its existing coal assets, reducing its reliance on acquisitions to drive growth.
• Diversification through Malabar: The proposed acquisition of the remaining shares in Malabar would increase New Hope’s exposure to metallurgical coal through Maxwell Underground Mine and further diversify the Group’s operations.³

Key Features of the Offer

• Opportunity to participate in the Broker Firm Offer via Morgans as a Joint Lead Manager to the Offer.

• Quarterly (expected fully franked) Distributions equal to the 3 Month BBSW Rate plus a Margin 4.00% p.a.³ i.e. approximately 8.95% p.a.⁴

• If the Hybrid Securities are not Redeemed by the Step-up Date of 15 December 2031 (5 years), the Margin will step up by 5.00% p.a. and restrictions will apply to dividends and capital returns on NHC Ordinary Shares. If the Hybrid Securities are not Redeemed following a Change of Control Event, the Margin will step up by a further 5.00% p.a.

• Distributions are discretionary and may be deferred, but Deferred Distributions are cumulative and compounding. If not paid within 20 Business Days, restrictions apply to dividends and capital returns on NHC Ordinary Shares.⁵

• Hybrid Securities have a $100 Face Value (minimum application $5,000) and may be Redeemed at New Hope’s option at any time after the Issue Date, at Face Value plus a Redemption Distribution of $5.00 in year 1, reducing to nil from year 5.⁶

• New Hope is restricted from incurring additional senior debt (other than Permitted Debt) if it would cause the Senior Net Leverage Ratio to exceed 2.50x and Net Debt to exceed $600 million.
• Hybrid Securities are perpetual in nature with no maturity date.⁷
• Hybrid Securities rank for repayment ahead of NHC ordinary shareholders and behind senior ranking obligations.⁸

• Are expected to be quoted on the ASX under the code NHCHA.⁹
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Issuer: New HopeCorporation Limited (NHC)
Transaction: Perpetual Step-up Hybrid Securities Offer
Morgans Role: Joint Lead Manager
Offer Size: Approximately $250 million²  
Offer Launch Date: 16 November 2026
Expected Broker Firm Bookbuild Closing Date: 20 November 2026
Offer Opening Date: 24 November 2026
Offer Closing Date: 9 December 2026
Expected Issue Date: 15 December 2026
Expected ASX Trading Date: 16 December 2026

An investment in Hybrid Securities is an investment in New Hope and may be affected by New Hope’s financial performance, financial position and solvency. The Hybrid Securities are perpetual, subordinated and unsecured obligations of New Hope. The risks associated with investing in Hybrid Securities could result in the loss of some or all of your investment.

There are a number of risks associated with an investment in Hybrid Securities, many of which are outside New Hope’s control. These include the market price of Hybrid Securities falling below their $100 Face Value, limited liquidity, Distributions being deferred or never paid, the Hybrid Securities remaining on issue indefinitely and the subordinated ranking of Hybrid Securities. Before applying, investors should consider whether the Hybrid Securities are suitable for them and read the key risks summarised in the Investment Overview and the detailed Risk Factors in Section 5 of the Prospectus.

No cooling-off rights apply to an Application for Hybrid Securities. In most circumstances, an Application cannot be withdrawn once it has been submitted.

Design and Distribution Obligations (DDO)

The Corporations Act imposes obligations on New Hope to determine an appropriate Target Market for the Hybrid Securities. Retail Investors may only participate in the Offer if they are within the Target Market and have received personal advice from a qualified financial adviser.

If a Retail Investor wishes to apply for Hybrid Securities, they must contact a Broker. Morgans, as a distributor of the Hybrid Securities, must take reasonable steps that will, or are reasonably likely to, result in distribution being consistent with the Target Market Determination (“TMD”).

Footnotes

<sup>1. Morgans will receive fees for its role.
2. New Hope may raise more or less than $250 million.
3. The Margin has been set at 4.00% p.a. and will only change if the Step-up Date occurs or a Change of Control Event occurs and the Hybrid Securities are not Redeemed.
4. Based on an assumed 3-month BBSW Rate of 4.95%. The Distribution Rate will vary over time with movements in the BBSW Rate.
5. Distributions are discretionary and may be deferred. Deferred Distributions are cumulative and compounding, are only payable at New Hope’s election or on certain events (including Redemption), and may never be paid.
6. The Redemption Distribution per Hybrid Security is $5.00 in year 1, $3.00 in year 2, $2.00 in year 3, $1.00 in year 4 and nil from year 5. A Redemption Distribution of $1.00 applies on Redemption following an Accounting Event or Change of Control Event, and nil following a Tax Event or Substantial Repurchase Event. Holders have no right to request Redemption.
7. Hybrid Securities are perpetual and do not have a fixed maturity date. If not Redeemed, they may remain on issue indefinitely and Holders have no right to require repayment of Face Value.
8. In a winding up, Hybrid Securities rank ahead of NHC Ordinary Shares and any preference shares, equally with any Equal Ranking Obligations, and behind all Senior Creditors (including holders of the unsecured Convertible Notes).
9. Application will be made to list Hybrid Securities on ASX under the code NHCHA.</sup>

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^‍‍More information

Investors should read the Prospectus in full to understand the features and risks of the Hybrid Securities. Please contact your Morgans Adviser to apply under the Offer.

If you have any questions about the Offer, please contact your Morgans Adviser, call 134 226 or find your nearest Morgans office.

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Download Prospectus

The Offer is being offered only in Australia and the Prospectus will only constitute an offer to a person receiving it in Australia. Not for distribution, directly or indirectly, in the United States or to, or for the account or benefit of, US Persons, except in accordance with an available exemption from the registration requirements of the US Securities Act. The distribution of the Prospectus (including an electronic copy) in jurisdictions outside Australia may be restricted by law.
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