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EXHIBIT 4.3


DESCRIPTION OF SECURITIES REGISTERED UNDER

SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


The following description summarizes certain important terms of
the common stock, par value $0.01 per share (“Common Stock”), of Coronado
Global Resources Inc., a Delaware corporation (the “Company”). Because it is
only a summary, it does not contain all the information that may be important
to you. For a complete description of the matters set forth herein, you should
refer to the Company’s certificate of incorporation and bylaws, the
Stockholder’s Agreement (as defined below) and the Registration Rights and
Sell-Down Agreement (as defined below), which are filed as exhibits to the
Company’s most recent Annual Report on Form 10-K, and to the applicable
provisions of Delaware law.


Authorized Capital
Stock


The Company’s authorized capital stock consists of:


·       
 1,000,000,000
shares of Common Stock; and


·       
 100,000,000
shares of preferred stock, par value $0.01 per share (“Preferred Stock”), of
which one share is designated as Series A Preferred Stock (the “Series A
Share”).


Common Stock


Voting Rights


The holders of Common Stock have a right to one vote per share on
any matter to be voted upon by stockholders. The Company’s certificate of
incorporation and bylaws do not provide for cumulative voting in connection
with the election of directors and, accordingly, holders of more than 50% of
the shares voting may elect all of the directors. The holders of a majority of
the outstanding shares of stock entitled to vote on a matter at the meeting,
present in person or represented by proxy, shall constitute a quorum at all
meetings of stockholders for the transaction of business.


Dividends


The holders of Common Stock have a right to dividends if, as, and
when declared by the Company’s Board of Directors (the “Board”), from funds
legally available therefor, subject to certain contractual limitations on the
Company’s ability to declare and pay dividends. 


Other Rights


As long as funds managed by The Energy & Minerals Group
(collectively, the “EMG Group”) beneficially own in the aggregate at least 10%
of the outstanding shares of Common Stock, unless Coronado Group LLC,
which is currently owned by the EMG Group, (or its successors or permitted
assigns) agrees otherwise, the Company must first offer any issuance of equity
securities to Coronado Group LLC in respect of its pro rata shares and the
Company must source any equity securities to be allocated under a share
incentive plan from the market rather than by an issuance.


Upon any voluntary or involuntary liquidation, dissolution, or
winding up of the Company’s affairs, the holders of Common Stock may share
ratably in all assets remaining after payment of creditors and subject to prior
distribution rights of Preferred Stock, if any.


Except as otherwise required, the holders of Common Stock may not
vote on any amendment or alteration of the Company’s certificate of
incorporation that alters, amends or changes the powers, preferences, rights or
other terms of one or more outstanding series of Preferred Stock if the holders
of such affected series are entitled vote thereon pursuant to the Company’s
certificate of incorporation.





 Coronado Global
 Resources Inc. Form 10-K December 31, 2019           1 










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CDIs


The Common Stock is publicly traded on the Australian
Securities Exchange (the “ASX”) under the ticker “CRN” in the form of CHESS
Depositary Interests (“CDIs”). CDIs are units of beneficial ownership in shares
of Common Stock held by CHESS Depositary Nominees Pty Limited (“CDN”), a
subsidiary of ASX Limited, the company that operates the ASX. The CDIs entitle
holders to dividends, if any, and other rights economically equivalent to
shares of Common Stock on a 10-for-1 basis, including the right to attend stockholders’
meetings. The CDIs are also convertible at the option of the holders into
shares of Common Stock on a 10-for-1 basis, such that for every ten CDIs
converted, a holder will receive one share of Common Stock. CDN, as the
stockholder of record, will vote the underlying shares in accordance with the
directions of the CDI holders.


In order for shares of Common Stock in the form of CDIs to trade
electronically on the ASX, the Company participates in the electronic transfer
system known as the Clearing House Electronic Subregister System (“CHESS”)
operated by ASX Settlement Pty Limited (“ASX Settlement”). ASX Settlement
provides settlement services for ASX markets to assist participants and issuers
in understanding the operation of the rules and procedures governing settlement
facilities. The ASX Settlement Operating Rules form part of the overall listing
and market rules with which the Company is required to comply as an entity listed
on the ASX.


CHESS is an electronic system that manages the settlement of
transactions executed on the ASX and facilitates the paperless transfer of
legal title to ASX quoted securities. CHESS cannot be used directly for the
transfer of securities of companies domiciled in certain jurisdictions outside
of Australia, such as the United States. Accordingly, to enable shares of
Common Stock to be cleared and settled electronically through CHESS, the
Company has issued and will continue to issue depositary interests called CDIs.


All CDIs bear a FOR-U.S. designation with the ASX that is intended
to preclude transfers to residents of the United States. This designation is
intended to similarly preclude purchases of CDIs by residents of the United
States.


A holder of CDIs who does not wish to have their trades settled in
CDIs may request that their CDIs be converted into shares of Common Stock, in
which case legal title to the shares of Common Stock will be transferred to the
holder of CDIs.


Preferred Stock


The Board has authority, subject to limitations prescribed by
Delaware law, to issue Preferred Stock in one or more series, to establish from
time to time the number of shares to be included in each series, and to fix the
designation, powers, preferences, and rights of the shares of each series and
any of its qualifications, limitations, or restrictions, in each case without
further vote or action by the Company’s stockholders. The Board may authorize
the issuance of Preferred Stock with voting or conversion rights that could
adversely affect the voting power or other rights of the holders of Common
Stock.


Unless otherwise provided, no holder of Preferred Stock may vote
on any amendment or alteration of the Company’s certificate of incorporation to
authorize, create, or increase the authorized amount of, any other series of Preferred
Stock or alter, amend or repeal any provision of any other series of Preferred
Stock that does not adversely affect in any material respect the rights of the
series of Preferred Stock held by such holder.


Subject to the rights of the holders of any series of Preferred
Stock, the affirmative vote of the holders of a majority of the outstanding
shares of such class or series, voting together as a single class, may increase
or decrease (but not below the number of shares thereof then outstanding) the
number of authorized shares of any class or series of Preferred Stock,
irrespective of the provisions of Section 242(b)(2) of the Delaware
General Corporation Law (the “DGCL”) or any corresponding provision hereafter
enacted.


Unless otherwise provided, no holder of any share of Preferred
Stock may bring a derivative action, suit or proceeding on the Company’s behalf.


The issuance of Preferred Stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could
delay, defer or prevent a change in control of the Company and might adversely
affect the market price of the Common Stock and the voting and other rights of
the holders of Common Stock. 


Series A Preferred
Stock


The Series A Share is owned by Coronado Group LLC. Ownership of
the Series A Share provides Coronado Group LLC with Board designation
rights tied to the level of the aggregate beneficial ownership of shares of
Common Stock (including shares of Common Stock underlying CDIs). The
Series A Share has a liquidation preference of $1.00.





 Coronado Global
 Resources Inc. Form 10-K December 31, 2019           2 










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Pursuant to the Stockholder’s Agreement, for so
long as Coronado Group LLC has the right to nominate and elect directors
as a holder of the Series A Share and any such director has been elected,
the EMG Group has the right to designate one of the directors nominated by Coronado
Group LLC to be included in the membership of any Board committee, except
to the extent that such membership would violate applicable securities laws or
stock exchange or stock market rules.


As long as the EMG Group beneficially owns in the aggregate at
least 5% of the outstanding shares of Common Stock, Coronado Group LLC (or
its successors or permitted assigns) has the right to have one non-voting
observer receive all materials for and attend all meetings of the Board and any
committees thereof. 


The Series A Share shall be redeemed to the fullest extent
permitted by law (at a price of $1.00) by the Company if, at any time, the EMG
Group, no longer beneficially owns, in the aggregate, 10% or more of the
outstanding shares of Common Stock.


The Series A Share does not entitle Coronado Group LLC
or its permitted transferees to any dividends as a result of holding such
Series A Share, and the Series A Share may not be transferred except
to an EMG Group entity. The number of Series A Shares may not be increased
or decreased without the approval of:


·       
 both
a majority of the directors appointed by the EMG Group (if any) and a majority
of directors elected by other means; and


·       
 Coronado
Group LLC, as holder of the Series A Share, voting as a separate
class.


For as long as the EMG Group beneficially owns in the aggregate at
least a majority of the outstanding shares of Common Stock, subject to ASX
Listing Rules, any action required or permitted to be taken at any annual or
special meeting of the Company’s stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares of Common Stock representing the minimum number of votes that would be
necessary to authorize the taking of such action at a meeting.


For as long as the EMG Group beneficially owns in the aggregate at
least 25% of the outstanding shares of Common Stock, the Company requires
Coronado Group LLC’s consent prior to taking certain corporate actions,
including the following:


·       
 amending
or restating the Company’s certificate of incorporation or bylaws;


·       
 issuing
any equity securities or equity securities convertible into or exercisable or
exchangeable for any of the Company’s equity securities;


·       
 merging
or consolidating with any other entity, transferring all or substantially all
of the Company’s assets, or entering into a transaction or series of
transactions that would lead to any person acquiring more than 50% of its
capital stock;


·       
 terminating
the employment of the Company’s Chief Executive Officer or hiring a new Chief
Executive Officer;


·       
 initiating
a voluntary liquidation, dissolution, receivership, bankruptcy or other
insolvency proceeding involving the Company;


·       
 declaring
or making payment of any dividend, except in accordance with the Company’s
dividend policy;


·       
 adopting
an annual business plan that would result in changes to the Company’s
performance over the planned annual production;


·       
 repurchasing
shares, subject to certain exceptions; and


·       
 entering
into any joint venture or similar business alliance where the aggregate
consideration is in excess of $50 million or relating to a business other
than metallurgical coal or thermal coal.


For as long as the EMG Group beneficially owns in the aggregate at
least 5% of the outstanding shares of Common Stock, Coronado Group LLC (or
its successors or permitted assigns) has certain information rights with
respect to the Company’s books and records and prior to certain significant
corporate actions.


Stockholder’s
Agreement





 Coronado Global
 Resources Inc. Form 10-K December 31, 2019           3 










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On September 24, 2018, the Company entered
into a Stockholder’s Agreement with Coronado Group LLC (the “Stockholder’s
Agreement”), which governs the relationship between the EMG Group and the
Company while the EMG Group beneficially owns in the aggregate at least 50% of
the outstanding shares of Common Stock (including shares of Common Stock
underlying CDIs). Pursuant to the Stockholder’s Agreement, the Company will
provide the EMG Group with financial and other information, and the Company
will cooperate with and have assistance from the EMG Group in connection with
any financing or refinancing the Company undertakes. While the EMG Group
beneficially owns in the aggregate at least 10% of the outstanding shares of
Common Stock, any issuances of equity securities must have been offered to
Coronado Group LLC in respect of its pro rata shares. Additionally, for as
long as the EMG Group beneficially owns in the aggregate at least 25% of the
outstanding shares of Common Stock, Coronado Group LLC will have consent rights
to certain actions, including, but not limited to, amending or restating the
Company’s bylaws or certificate of incorporation, issuing any equity
securities, or terminating the employment of the Chief Executive Officer or
hiring a new Chief Executive Officer. Under the Stockholder’s Agreement, the
EMG Group has certain rights regarding the Board.


Registration Rights
and Sell-Down Agreement


On September 24, 2018, the Company entered into a
Registration Rights and Sell-Down Agreement with Coronado Group LLC (the
“Registration Rights and Sell-Down Agreement”), which governs Coronado
Group LLC’s ability to require the Company to register shares of Common
Stock under the Securities Act of 1933 (the “Securities Act”) and to assist
Coronado Group LLC in selling some or all of its shares of Common Stock
(including in the form of CDIs).


Coronado Group LLC has the right, by delivering written
notice (a “Demand Notice”) to require the Company to register the requested
number of registerable securities under the Securities Act (a “Demand Registration”),
provided that an individual stockholder may not deliver more than one Demand
Notice within 180 calendar days.


The Company may postpone a Demand Registration (but not more than
twice in any 12-month period), for a reasonable period not to exceed
90 days, provided that the Chief Executive Officer and Chief Financial
Officer provide a signed certification that they reasonably expect such
registration and offering to materially adversely affect or materially
interfere with any bona fide material financing, or any material transaction
under consideration, or require disclosure of nonpublic information, which
could materially adversely affect the Company.


Except with respect to a Demand Registration, if the Company
proposes to file a registration statement under the Securities Act, the
Company will give prompt notice of such filing within ten days prior to
the filing date (a “Piggyback Notice”) to all of the holders of registerable
securities. The Piggyback Notice shall offer such holders the opportunity to
include in such registration statement the number of registerable securities as
each holder may request.


Coronado Group LLC may sell some or all of its shares of Common
Stock without triggering registration rights under the terms of the
Registration Rights and Sell-Down Agreement.


Escrow Agreements


In connection with the Company’s initial public offering on the
ASX, Coronado Group LLC, as the Company’s holding company, entered into a
voluntary escrow agreement under which it agreed, among other things, to
certain restrictions and prohibitions from engaging in transactions involving
shares of Common Stock for a restricted period. On August 4, 2019, the
Company’s independent directors approved the early release from voluntary
escrow of 11% of the Common Stock held by Coronado Group LLC. The release of
the shares from escrow took effect on August 19, 2019 and would facilitate any
future sell-down by Coronado Group LLC. The restricted period for the remaining
69% of Common Stock ended on the first business day after the release of our
results for the financial year ended December 31, 2019.


Anti-takeover
Effects of Certain Provisions of the Company’s Certificate of Incorporation and
Bylaws


Provisions of the Company’s certificate of incorporation and
bylaws and Delaware law may make it more difficult to effect a change in
control of the Company. The existence of some provisions in the Company’s
certificate of incorporation and bylaws and of Delaware law could delay or
prevent a change in control, even if that change would be beneficial to the
Company’s stockholders. The Company’s certificate of incorporation and bylaws
contain provisions that may make acquiring control over the Company difficult,
including the following provisions:


·       
 giving
the Board the ability to issue, from time to time, one or more series of
preferred stock and, with respect to each such series, to fix the terms thereof
by resolution;


·       
 empowering
only the Board to fill any vacancy (other than in respect of a director
nominated by Coronado Group LLC), whether such vacancy occurs as a result
of an increase in the number of directors or otherwise;


·       
 amending
the authorized number of directors by resolution passed by less than a majority
of directors then in office;





 Coronado Global
 Resources Inc. Form 10-K December 31, 2019           4 










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·       
 requiring
stockholders to hold at least a majority of shares of Common Stock in the
aggregate to request special meetings (other than a special meeting for the
purpose of removing a director, which shall require stockholders to hold at
least 5% of the shares of Common Stock in the aggregate to request);


·       
 prohibiting
stockholders from acting by written consent after such time that the EMG Group no
longer beneficially owns in the aggregate shares representing at least a
majority of the voting power of all shares of capital stock generally entitled
to vote for the election of directors other than any directors nominated by
Coronado Group LLC;


·       
 requiring
approval of certain amendments to the Company’s certificate of incorporation
and bylaws by at least two-thirds of the then outstanding Common Stock,
effective after such time that the EMG Group no longer beneficially owns in the
aggregate shares representing at least a majority of the Common Stock;


·       
 providing
that the doctrine of “corporate opportunity” will not apply to the EMG Group,
any non-employee directors or their respective affiliates;


·       
 setting
forth advance notice procedures for stockholders to nominate directors and
proposals for consideration at meetings of stockholders; and


·       
 restricting
the forum for certain litigation against the Company to Delaware.


The Company has elected not to be governed by Section 203 of
the DGCL (or any successor provision thereto) (“Section 203”) until immediately
following the time at which the EMG Group no longer beneficially owns in the
aggregate Common Stock representing at least 10% of the then outstanding Common
Stock, in which case the Company shall thereafter be governed by
Section 203 if and for so long as Section 203 by its terms would
apply to the Company. Section 203 provides that an interested stockholder
(along with its affiliates and associates)—i.e., a stockholder that
has purchased greater than 15%, but less than 85%, of a company’s
outstanding voting stock (with some exclusions)—may not engage in a business
combination transaction with the company for a period of three years after
buying more than 15% of a company’s stock unless certain criteria are met or
certain other corporate actions are taken by the company.


These provisions also could discourage proxy contests and make it
more difficult for the Company’s stockholders to elect directors other than
candidates nominated by the Board and take other corporate actions. As a
result, these provisions could make it more difficult for a third party to
acquire the Company, even if doing so would benefit the Company’s stockholders,
which may also limit the price that investors are willing to pay in the future
for CDIs.


Additionally, the Company has designated a series of Preferred
Stock as Series A Preferred Stock consisting of one share, which contains
various protections. See “Preferred Stock—Series A Preferred Stock” above for
details of the special rights and protections of the holder of the
Series A Share.


Choice of Forum


Unless the Company consents in writing to the selection of an
alternative forum, a state court located within the State of Delaware (or, if
no state court located within the State of Delaware has jurisdiction, the
federal district court for the District of Delaware) will be, to the extent
permitted by law, the sole and exclusive forum for any derivative action or
proceeding brought on the Company’s behalf; any action or proceeding asserting
a claim of breach of a fiduciary duty owed by any director or officer or other
employee or agent of the Company to the Company or the Company’s stockholders
or debtholders; any action or proceeding asserting a claim against the Company
or any director or officer or other employee or agent of the Company arising
pursuant to any provision of the DGCL or the Company’s certificate of
incorporation or bylaws; or any action asserting a claim against the Company or
any director or officer or other employee of the Company governed by the
internal affairs doctrine or other “internal corporate claims” as defined in
Section 115 of the DGCL. The choice of forum provision does not apply to any
actions arising under the Securities Act or the Securities Exchange Act of
1934.


 







 Coronado Global
 Resources Inc. Form 10-K December 31, 2019           5