NEWCASTLE, Australia, Sept. 8, 2026 /PRNewswire/ -- Newcastle Coal Infrastructure Group Pty Ltd (the "Company"), a direct wholly-owned subsidiary of NCIG Holdings Pty Ltd (the "Parent Guarantor"), has commenced a cash tender offer (the "Offer") for any and all of the debt securities set forth in the table below (the "Securities"). The Offer is made pursuant to the Offer to Purchase dated September 8, 2026, as amended or supplemented (the "Offer to Purchase"), and is made to each registered holder of Securities (individually, a "Holder," and collectively, the "Holders").

The Offer to Purchase sets forth a more detailed description of the Offer. The Offer to Purchase may be obtained by contacting the Tender and Information Agent (as defined below) using the telephone number or email address found under "Dealer Managers and Tender and Information Agent."

The following table sets forth certain information regarding the Securities and the Offer:

Details of the Offer

The Offer is being made pursuant to and is subject to the terms and conditions set forth in the Offer to Purchase. The Offer is scheduled to expire at 5:00 p.m., New York City time, on September 23, 2026 (such time and date, as the same may be extended by the Company, the "Expiration Date"), unless terminated earlier. Tendered Securities may be withdrawn until, but not after, 5:00 p.m., New York City time, on September 23, 2026 (such time and date, as the same may be extended by the Company, the "Withdrawal Deadline"), except in certain limited circumstances where additional withdrawal rights are required by law.

Tender Offer Consideration and Accrued Interest

Holders of Securities validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase will receive the total consideration (the "Total Consideration") in an amount equal to the product of (i) the original principal amount of such tendered and accepted Securities, times (ii) the Factor, times (iii) the Tender Offer Consideration (as defined below).

The "Tender Offer Consideration" per original US$1,000 principal amount of Securities validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield to maturity based on the bid-side price of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase. In calculating the Tender Offer Consideration, the application of the par call date will be in accordance with standard market practice. The Tender Offer Consideration will be determined at 3:00 p.m., New York City time, on September 23, 2026 (such time and date, as the same may be extended by the Company, the "Price Determination Date").

In addition to the Total Consideration, all Holders of Securities accepted for purchase will receive accrued and unpaid interest, rounded to the nearest cent, on such original US$1,000 principal amount of Securities from the last interest payment date up to, but not including, the Settlement Date (as defined below) (the "Accrued Interest").

Settlement

The settlement date for Securities validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase is expected to be September 28, 2026, the third business day after the Expiration Date (the "Settlement Date").

A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company or other nominee should contact the nominee promptly and instruct the nominee to tender such Securities on the beneficial owner's behalf prior to the Expiration Date in order to receive the Tender Offer Consideration and the Accrued Interest as described in the Offer to Purchase. A nominee may have an earlier deadline for accepting the Offer.

Conditions to the Offer

The Offer is not conditioned on any minimum original principal amount of Securities being tendered. However, the Company's obligation to accept for purchase, and to pay for, the Securities validly tendered and not validly withdrawn in the Offer is subject to the satisfaction or waiver of certain conditions, including the Financing Condition (as defined below) and the General Conditions (as defined in the Offer to Purchase), as described in the Offer to Purchase. The Company reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; or (iii) otherwise amend the Offer in any respect. If the Offer is terminated at any time, the Securities tendered pursuant to the Offer will be promptly returned to the tendering Holders.

The purpose of the Offer is to repurchase Securities, as part of a process of optimizing the Company's debt portfolio amortization. Concurrently with the Offer, the Company expects to undertake an offering of its guaranteed senior secured notes. Notwithstanding any other provision of the Offer, the Company will not be obligated to accept for purchase, or pay for, any Securities validly tendered and not validly withdrawn pursuant to the Offer if the Company has not completed a concurrent offering of its guaranteed senior secured notes in an amount sufficient to fund the Offer, on terms and conditions satisfactory to the Company, in its sole discretion, at or prior to the Settlement Date (the "Financing Condition"). In no event will the information contained in this press release regarding the concurrent offering of the new guaranteed senior secured notes constitute an offer to sell, or the solicitation of an offer to buy, such securities.

Dealer Managers and Tender and Information Agent

The Company has appointed Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as dealer managers for the Offer (together, the "Dealer Managers"). The Company has retained Global Bondholder Services Corporation as tender and information agent for the Offer (the "Tender and Information Agent"). For additional information regarding the terms of the Offer, please contact: Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) or by email at ny.liabilitymanagement@citi.com, or Goldman Sachs & Co. LLC at +1 (212) 343-9668 (collect) or +1 (800) 828-3182 (toll-free) or by emailing at Prospectus-ny@ny.email.gs.com. Requests for documents and questions regarding the tendering of Securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430‐3774 (for banks and brokers only), (855) 654‐2015 (toll‐free) or 001‐212‐430‐3774 (international), by email at contact@gbsc-usa.com.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The Offer is being made pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

None of the Company, the Parent Guarantor, their respective affiliates, their respective boards of directors, the Dealer Managers, the Tender and Information Agent or the trustee for the Securities is making any recommendation as to whether Holders should tender any of their Securities in connection with the Offer. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the original principal amount of Securities to tender. Holders should consult their own tax, accounting, financial and legal advisers as they deem appropriate regarding the suitability of the tax, accounting, financial and legal consequences of participating or declining to participate in the Offer.

About the Company

The Company owns and operates a Coal Export Terminal located at the Port of Newcastle in the Hunter Valley region of New South Wales in Australia and is an integral part of the Australian coal export industry. The Company's facilities include rail, coal storage, ship loading facilities and associated infrastructure. The Company was formed in 2004 by its shareholders who are also customers of the Company's Terminal services. The shareholders of the Company are entities that are owned by some of the largest mining companies in the world, including BHP Group Limited, Yancoal Australia Limited, Whitehaven Coal Mining Limited, Peabody Energy Corporation, Banpu Public Company Limited (Centennial Coal) and Malabar Resources Limited, who each owns coal assets in New South Wales, Australia.

Forward-Looking Statements

This release contains forward‐looking statements. Forward‐looking statements are information of a non‐historical nature or which relate to future events and are subject to risks and uncertainties, such as the timing and results of, and other expectations regarding, the Financing Condition and the Offer. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. You should not place undue reliance on these forward‐looking statements. Except as required by law or regulation, the Company does not undertake any obligation to update these forward‐looking statements.

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SOURCE Newcastle Coal Infrastructure Group Pty Ltd