Buffalo Coal Corp.
(Registration number: 001891261)
(External company registration number: 2011/011661/10)
Share code on the TSX Venture Exchange: BUF
Share code on the JSE Limited: BUC ISIN: CA1194421014

 BUFFALO COAL CORP. ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS
                FOR GOING PRIVATE TRANSACTION

TORONTO, ONTARIO – Newsfile – March 15, 2023: Buffalo Coal Corp. (TSXV: BUF) (the
“Company”) today announces that it intends to seek shareholder approval for a proposal to take
the Company private at a special meeting of shareholders (“Shareholders”) to be held on Monday,
April 17, 2023 at 10:00 a.m. (Toronto time) (the “Meeting”).

The Company proposes to complete the going private transaction by way of a share consolidation
and purchase (the “Consolidation”) of all common shares (“Common Shares”), other than the
Common Shares held by Belvedere Resources DMCC (“Belvedere”), for cash consideration of
CAD$0.01 per pre-Consolidation Common Share, for Common Shares held on the TSX Venture
Exchange (“TSXV”), or R0.1339580 per pre-Consolidation Common Share, for Common Shares
held on the Alternative Exchange maintained by JSE Limited (“JSE”). The consideration offered
in connection with the Consolidation is equal to the subscription price under the Company’s
recently completed rights offering, which was greatly undersubscribed. Upon completion of the
Consolidation and repurchase of the resulting fractional Common Shares, Belvedere is expected
to be the sole Shareholder of the Company, which will then be delisted from the TSXV and JSE.
The Company will subsequently apply to the relevant securities regulatory authorities to cease
being a reporting issuer.

The Consolidation will be effected on a basis of one Common Share per 60,000,000 pre-
Consolidation Common Shares. Following the Consolidation, the Company will purchase for
cancellation all of the Common Shares held by Shareholders who hold less than one whole post-
Consolidation Common Share. Shareholders holding fractional Common Shares, including
Shareholders holding fractional Common Shares through CDS & Co or other nominees, following
the Consolidation will be entitled to receive a cash payment of CAD$0.01 for each formerly held
Common Share, for Common Shares held on the TSXV, or R0.1339580 for each formerly held
Common Share, for Common Shares held on the JSE. The consideration payable to Shareholders
upon completion of the Consolidation will be from the Company’s cash on hand. On completion
of the Consolidation, all fractional Common Shares will be cancelled and the minority
Shareholders will not be entitled to any rights as shareholders of the Company other than the right
to receive the cash consideration.

Belvedere currently owns 662,939,177 Common Shares representing 90% of the Company’s
outstanding Common Shares. The Company has 736,599,086 Common Shares issued and
outstanding as of March 6, 2023 of which 73,659,909 Common Shares representing 10% of the
Company’s outstanding Common Shares are not owned directly or indirectly by Belvedere. After
giving effect to the Consolidation, it is anticipated that there will be approximately 11 post-
Consolidation Common Shares outstanding, which Common Shares will be held by Belvedere.
Share Consolidation Timeline
                                                                                                           2023
 Last Day to Trade for Meeting on the JSE                                                     Wednesday, March 1
 Record Date for the Meeting                                                                      Monday, March 6
 Mail Notice of Meeting, Circular and Form of Proxy to Shareholders as of                          Friday, March 24
 the Record Date
 Deadline for Shareholders to submit proxies by 10:00a.m. (Toronto time)                         Thursday, April 13
 Special Meeting of Shareholders to approve the Consolidation to be held at                       Monday, April 17
 10:00a.m.
 Press Release announcing results of Special Meeting, finalisation of the                         Monday, April 17
 Consolidation and effective date of Consolidation issued, filed on SEDAR,
 announced on SENS and published on the Company’s website at
 www.buffalocoal.co.za
 TSXV Bulletin regarding Consolidation                                                        Wednesday, April 19
 Last Day to Trade for Consolidation on the JSE                                                  Thursday, April 20
 Consolidation effective date                                                                       Friday, April 21
 Delisting of Common Shares from TSXV                                                               Friday, April 21
 New capital structure listed and suspended under same ISIN (old capital                            Friday, April 21
 structure removed) on JSE
 Record Date for Consolidation on the JSE                                                         Tuesday, April 25
 Payment of fractional entitlements to shareholders and credited to CSDP                      Wednesday, April 26
 client accounts on JSE and TSXV
 De-listing of Common Shares from JSE                                                               Friday, April 28
Notes:

1.       The dates and times set out above are subject to change, with the approval of the TSX-V (and JSE, if
         required). Any change in the dates and times will be published on SEDAR and SENS.
2.       Shareholders on the JSE share register may not dematerialize or rematerialize their Common Shares from
         Friday, April 21, 2023 to Tuesday, April 25, 2023, both days inclusive.
3.       All times are stated in Eastern Standard Time unless otherwise specified.
4.       Beneficial non-registered Shareholders must provide their intermediaries with their instructions for voting at
         the Meeting by the cut-off date and time stipulated by their intermediaries, pursuant to the terms of their
         respective custody agreements.
5.       If the Meeting is adjourned or postponed, the Forms of Proxy submitted for the Meeting will remain valid in
         respect of any adjournment(s) or postponement(s) of the Meeting.
6.       Shareholders shall be prohibited from transferring their Common Shares between the JSE and the TSXV
         share registers from Thursday, April 20, 2023.
Special Meeting of Shareholders

The record date for the determination of registered Shareholders entitled to receive notice of, and
to vote at, the Meeting was the close of business on March 6, 2023 (the “Record Date”). Only
Shareholders whose names are entered in the Company’s register of Shareholders as of the close
of business on the Record date will be entitled to receive notice of, and to vote their shares at, the
Meeting. Registered Shareholders and duly appointed proxyholders will be able to virtually attend
the meeting online at:

https://us02web.zoom.us/j/88293428593?pwd=Y3RLVWdHNldBQ1owUnhUSmhzaGhXUT09

At the Meeting, the Company will seek the approval of Shareholders for a special resolution
authorizing the Consolidation (the “Consolidation Resolution”), which if passed, would result in
the Company being taken private. In order for the Consolidation to be effective, the Consolidation
Resolution must be approved by not less than two-thirds of votes cast by Shareholders represented
by proxy at the Meeting. Shareholders will have the right to dissent provided for in section 185 of
the Business Corporations Act (Ontario).

The management information circular (the “Circular”) being sent to Shareholders in connection
with the Meeting contains a detailed description of the Consolidation and other information
relating to the Company, the conduct of the Meeting and Shareholders’ right of dissent.
Shareholders are urged to read the Circular carefully and in its entirety. Shareholders who have
any questions or need additional information with respect to the voting of their Common Shares
should consult their financial, legal, tax or other professional advisors. The Circular and related
Meeting materials will be available under the Company’s profile on SEDAR at www.sedar.com.

Special Committee and Board Approval

A special committee of independent directors (the “Special Committee”) of the Company’s board
of directors (the “Board”), comprised of Mr. Rory Taylor and Mr. Edward Scholtz, was
established to consider and make recommendations regarding the Consolidation. The Special
Committee, after consideration of all the circumstances, recommended to the Board that the Board
resolve to agree to the terms of the proposed Consolidation and to approve and implement the
Consolidation, and that the Board should recommend that Shareholders vote for the Consolidation.
In making its determinations, the Special Committee considered, among other factors, that: (i) the
Consolidation and subsequent repurchase of fractional shares would provide Shareholders with
certainty of value, (ii) the Common Shares are thinly traded, making it difficult for Shareholders
to sell Common Shares efficiently on the TSXV or JSE, (iii) the Consolidation would provide
Shareholders, other than Belvedere, with the opportunity to realize on the value of their investment
in the near term, (iv) the Company’s recently completed rights offering, which provided
Shareholders the opportunity to acquire additional Common Shares at a price of $0.01 per
Common Share or R0.133958 per Common Share, was greatly undersubscribed, and (v) the
substantial administrative expenses that would be saved if the Company ceased to be a reporting
issuer. The factors considered by the Special Committee and the Board and other relevant
background information will be included in the Circular.

Based on the recommendation of the Special Committee, on March 14, 2023 the Board approved
(i) the calling of a special meeting of Shareholders for Shareholders to consider and vote on the
Consolidation, (ii) the setting of the record date for the special meeting of Shareholders as March
6, 2023, and (iii) the Consolidation (with Mr. Tushar Agrawal and Mr. Alok Joshi abstaining from
voting on this point).

Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions

The Consolidation will constitute a “business combination” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”).
The Consolidation is exempt, however, from (i) the minority approval requirement under MI 61-
101 pursuant to Section 5.7(1)(g) thereof, as Belvedere owns 90% of the issued and outstanding
Common Shares and Shareholders are entitled to dissent rights in connection with the
Consolidation, and (ii) the valuation requirement under MI 61-101 pursuant to Section 4.4(1)(a)
thereof, as the Common Shares are not listed on the specified markets set out therein.

About Buffalo Coal

Buffalo is a coal producer in South Africa. It holds a majority interest in two operating mines
through its 100% interest in BCD, a South African company which has a 70% interest in Zinoju
Coal Proprietary Limited (“Zinoju”). Zinoju holds a 100% interest in the Magdalena bituminous
mine, the Aviemore East anthracite mine and the Balgray and North Adit anthracite projects in
South Africa. Buffalo Coal has an experienced coal-focused Board and Management team.

The Company has its primary listing on the TSX Venture Exchange and has a secondary listing
on the Alternative Exchange, operated by the JSE Limited.

Forward-Looking Statements

This press release may contain forward looking information within the meaning of applicable
securities legislation, which reflects the Company’s current expectations regarding future events.
Forward looking information is based on a number of assumptions and is subject to a number of
risks and uncertainties, many of which are beyond the Company’s control, which could cause
actual results and events to differ materially from those that are disclosed in or implied by such
forward looking information. The Company does not undertake any obligation to update such
forward looking information, whether as a result of new information, future events or otherwise,
except as expressly required by applicable law.

FOR FURTHER INFORMATION PLEASE CONTACT:

Ms. Emma Oosthuizen
Chief Financial Officer
Email: emma.oosthuizen@buffalocoal.co.za

Registered Office:
Greytown Road
Industrial Area, Dundee
KwaZulu-Natal, 3000

March 15, 2023

Designated Advisor: Questco Corporate Advisory Proprietary Limited