NOTICE OF IRC SECTION 338 ELECTION

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1 NOTICE OF IRC SECTION 338 ELECTION The following information is being provided to you in connection with the purchase of Western Coal Corp. by Walter Energy Canada Holdings, Inc. on April 1, 2011, as provided by Treas. Reg. section (e)(4)(iii) Purchasing Corporation: Address: Walter Energy Canada Holdings, Inc Dunsmuir Street Vancouver, BC V6C 1N5 EIN: Country of Organization: British Columbia, Canada Foreign Target Corporation: Western Coal Corp. Address: Dunsmuir Street Vancouver, BC V6C 1N5 EIN: Country of Organization: British Columbia, Canada THIS DOCUMENT SERVES AS NOTICE OF AN ELECTION UNDER IRC SECTION 338 FOR THE ABOVE CITED FOREIGN TARGET CORPORATION THE STOCK OF WHICH YOU EITHER HELD OR SOLD UNDER THE CIRCUMSTANCES DESCRIBED IN TREAS. REG. SECTION (e)(4). FOR POSSIBLE U.S. FEDERAL INCOME TAX CONSEQUENCES UNDER SECTIONS 551, 951, 1248, OR 1293 OF THE INTERNAL REVENUE CODE OF 1986 THAT MAY APPLY TO YOU, SEE TREAS. REG. SECTION (b). YOU MAY BE REQUIRED TO ATTACH THE INFORMATION ATTACHED TO THIS NOTICE TO CERTAIN RETURNS. A copy of the Form 8023 used to make this election, the appropriate attachments, and its instructions are attached to this notice.

4 WALTER ENERGY CANADA HOLDINGS, INC. EIN: STATEMENT ATTACHED TO AND MADE PART OF FORM 8023 ELECTIONS UNDER IRC SECTION 338 FOR CORPORATIONS MAKING QUALIFIED STOCK PURCHASES FOR TAXABLE YEAR-ENDED DECEMBER 31, 2011 Section A-1 - Additional Purchasing Corporation 1a WALTER ENERGY, INC RIVERCHASE GALLERIA, SUITE 1700 BIRMINGHAM, AL b EIN: c TAX YEAR ENDING: 12/31/2011 1d STATE OR COUNTRY OF INCORPORATION: DELAWARE 5a ACQUISITION DATE: 1/20/2011 5b (i) 9.15%* (ii) 9.15%* Section D - General Information *see Affiliated Group Acquisition Schedule

5 WALTER ENERGY CANADA HOLDINGS, INC. EIN: STATEMENT ATTACHED TO AND MADE PART OF FORM 8023 ELECTIONS UNDER IRC SECTION 338 FOR CORPORATIONS MAKING QUALIFIED STOCK PURCHASES FOR TAXABLE YEAR-ENDED DECEMBER 31, 2011 AFFILIATED GROUP ACQUISITION SCHEDULE WALTER ENERGY, INC. EIN: ACQUIRED [9.15%]* OF WESTERN COAL CORP [EIN: ] ON JANUARY 20, 2011 WALTER ENERGY CANADA HOLDINGS, INC. EIN: A DIRECT WHOLLY OWNED SUBSIDIARY OF WALTER ENERGY, INC. ACQUIRED [90.85%] OF WESTERN COAL CORP [EIN: ] ON APRIL 1, 2011 * Percentage adjusted to reflect redemption of Western Coal Corp. shares on March 27,

6 Instructions for Form 8023 (Rev. February 2006) Elections Under Section 338 for Corporations Making Qualified Stock Purchases Section references are to the Internal Revenue Code unless otherwise noted. target corporation. In the case of a Definitions Department of the Treasury Internal Revenue Service General Instructions Foreign Purchasing Corporation, see A qualified stock purchase (QSP) is Special Instructions for Foreign Purpose of Form the purchase of at least 80% of the Purchasing Corporations on page 2. total voting power and value of the Use Form 8023 to make elections File Form 8023 with the Internal stock of a corporation by another under section 338 for a corporation Revenue Service, Submission corporation during a 12-month (the target corporation) if the Processing Center, P.O. Box 9941, acquisition period. Preferred stock (as purchasing corporation has made a Mail Stop 4912, Ogden, UT described in section 1504(a)(4)) is not qualified stock purchase (QSP) of the Elections for Multiple Targets included in computing voting power or target corporation. value. See section 338(h)(3) for the If a section 338(g) election is made One Form 8023 (rather than multiple definition of purchase. for the target, the target is treated for forms) may be used for targets that meet these three requirements: The acquisition date is the first purposes of Subtitle A of the Code as day on which a QSP has occurred. having sold all of its assets on the 1. Each has the same acquisition acquisition date and then as having date, In general, the 12-month purchased the assets as a new 2. Each was a member of the acquisition period is the 12-month corporation ( new target) on the day same affiliated group (defined below) period beginning with the first after the acquisition date. (For immediately before the acquisition acquisition by purchase of stock periods on or before the acquisition date, and included in the QSP. See section date, the target is sometimes referred 3. Each is a member of the same 338(h)(1) for additional rules. Also to as the old target.) In addition, the affiliated group immediately after the see Regulations section (j)(2). target must recognize gain or loss on acquisition date. The term affiliated group means the deemed sale of its assets. an affiliated group as defined in All of the information that would be If a section 338(h)(10) election is section 1504(a), determined without required for the additional targets if a made for the target, the target regard to the exceptions contained in separate Form 8023 were filed must generally is treated as making the section 1504(b). be provided for that target in deemed sale and liquidating. The schedules attached to the form. If a treatment of the target shareholders form is used to make an election generally is consistent with the sale Specific Instructions under section 338 for more than one and liquidation treatment. A section target, check the box on line 9. In an Employer identification number. 338(h)(10) election cannot be made attached schedule, provide the An employer identification number for a target corporation unless it is information requested in Sections (EIN) must be included for each acquired from a selling consolidated A-1, A-2, B, C, and D for each target corporation identified in Section A-1, group, a selling affiliate (as defined in corporation other than the one shown A-2, B, or C or on attached Regulations section 1.338(h)(10)- in Section B of the form. In the schedules. An EIN is not required if 1(b)(3)), or an S corporation schedule, also state which elections the corporation does not have, and is shareholder (or shareholders). are made for each target (i.e., not otherwise required to have, an Who Must File information corresponding to lines 6, EIN. Generally, a purchasing corporation 7, 8, and 9 of Section E). Include the Country of incorporation. When must file Form 8023 for the target. If a appropriate signature or signature identifying the country of section 338(h)(10) election is made attachment for each target. See incorporation, include political for a target, Form 8023 must be filed Signature(s) on page 2. subdivisions, if any. jointly by the purchasing corporation One special instruction applies to Tax year ending. The tax year and the common parent of the selling section 338 elections for lower-tiered ending date of any corporation is consolidated group (or the selling targets, whether one or more Forms determined without regard to any affiliate or an S corporation 8023 are filed to make the elections. QSP. shareholder(s)). If the target is an S If, for example, P purchases target A, Section A-1 Purchasing corporation, a section 338(h)(10) target A owns target B, and P makes election must be made by all of the a section 338 election for target A, Corporation shareholders of the target, including this results in a deemed QSP of If more than one member of an shareholders who do not sell target target B. To make an election for affiliated group purchases stock of stock in the QSP. target B, complete and sign Form the target corporation listed in Section 8023 as if the purchasing B (or identified on an attached When and Where To File corporation(s) of the directly schedule), enter in Section A-1 the File Form 8023 by the 15th day of the purchased target were the purchasing name of the corporation that acquired 9th month after the acquisition date to corporation(s) of the lower-tiered the largest percentage (by value) of make a section 338 election for the target. the target s stock in the QSP. If two Cat. No I

7 or more affiliates acquired equal acquired prior to the 12-month If multiple signatures are required, amounts of target stock, insert the acquisition period). See Regulations the signatures must be provided on a name of any one of them in Section section (d). If a section SIGNATURE ATTACHMENT to the A-1. On an attached schedule, 338(h)(10) election is made for a form under the appropriate provide the information requested on target, a gain recognition election is declaration under penalties of this form for each purchasing deemed made by each purchasing perjury (this is the statement that corporation other than the one listed group member. appears on Form 8023 immediately in Section A-1. Also provide a If a gain recognition election is above the relevant signature line). schedule that lists which target stock actually made (not deemed made) for Write See attached in the signature was acquired by each purchasing a target corporation, attach a area of the Form corporation. schedule providing the target Section A-2 Common corporation s name and the name, Special Instructions for address, and EIN of each purchasing Parent of the Purchasing Foreign Purchasing group member holding nonrecently Corporation purchased stock. The schedule must Corporations If the purchasing corporation is a also contain the following declaration Unless otherwise specifically noted, member of a consolidated group, (or a substantially similar declaration): the general rules and requirements in complete Section A-2. EACH CORPORATION HOLDING these instructions apply to foreign STOCK SUBJECT TO THIS GAIN purchasing corporations. Section C Common Parent RECOGNITION ELECTION AGREES Who must file. Generally, the of Selling Consolidated TO REPORT ANY GAIN UNDER purchasing corporation must file Form Group, Selling Affiliate, S THE GAIN RECOGNITION However, the U.S. Corporation Shareholder, or ELECTION IN ITS FEDERAL shareholders of controlled foreign INCOME TAX RETURN (INCLUDING U.S. Shareholder purchasing corporations described in AN AMENDED RETURN, IF Regulations section (e)(3) If Form 8023 is filed to make a NECESSARY) FOR THE TAX YEAR may make the section 338 election section 338(h)(10) election for a IN WHICH THE ACQUISITION DATE for the purchasing corporation. The target that is an S corporation, the OF THE TARGET OCCURS. shareholders may make this election information requested in Section C The schedule must be signed on only if the purchasing corporation is must be provided for each behalf of each purchasing group not required under Regulations shareholder of the S corporation member holding nonrecently section (g) to file a U.S. target. Attach a schedule with respect purchased target stock by a person income tax return for the tax year that to the other shareholders. If Form who states under penalties of perjury includes the acquisition date is filed to make a section 338 that he or she is authorized to act on election for a target that is or was a To make this election, complete behalf of the corporation. controlled foreign corporation (CFC), Form 8023 and attach a statement to enter in Section C the name of the A gain recognition election for the the form showing the name, address, U.S. shareholder that owned the target also applies to any target identifying number, country in which largest percentage (by value) of the affiliate that has the same acquisition organized, and stock interest of each target s stock immediately before the date as the target and for which a U.S. shareholder. The statement acquisition date. If two or more U.S. section 338 election is made. Attach must be signed by each U.S. shareholders acquired equal amounts a schedule with the information shareholder. When signing the of target stock, enter the name of any requested above for each such target statement, each U.S. shareholder one of them in Section C. On an affiliate. must state under penalties of perjury attached schedule, provide the that the stock interest for that information requested on this form for Signature(s) shareholder specified in the each U.S. shareholder other than the If the common parent of a statement is correct. Write See one listed in Section C. If a U.S. consolidated group is the agent of the attached in the signature area of shareholder is a member of a purchasing corporation under Form consolidated group other than the Regulations section , the As an alternative to a jointly signed common parent, also provide the person authorized to sign the statement, the shareholder signatures name and EIN for the common parent statement of section 338 election is may be shown on separate of the U.S. shareholder s group. the person authorized to act on behalf statements attached to Form If Line 4b. Identifying number. Enter of that common parent. a U.S. shareholder is not an the social security number (SSN) for If a QSP of a target corporation is individual or does not have delegated an individual. Enter the EIN for a made by two or more corporations authority to sign the statement, the corporation. that are members of the same person signing must state under affiliated (but not consolidated) group, penalties of perjury that he or she is Section E Elections Under Form 8023 must be signed by a authorized to sign the statement for Section 338 person authorized to sign on behalf of the U.S. shareholder. File Form 8023 Line 8. Gain recognition election. If each corporation. for the foreign purchasing a gain recognition election is made If a section 338(h)(10) election is corporation s tax year that includes for a target, it applies to the made for an S corporation, Form the acquisition date. purchasing corporation and all 8023 must be signed by each S Form Each U.S. shareholder members of its affiliated group that corporation shareholder regardless of must also file Form 8883, Asset hold nonrecently purchased target whether the shareholder sells his Allocation Statement Under Section stock (that is, stock in the target interest in target stock in the QSP. 338, with Form 5471, Information -2-

8 Return of U.S. Persons With Respect Attachments. Attach a schedule material in the administration of any to Certain Foreign Corporations. See listing the date of each purchase of Internal Revenue law. Generally, tax the Instructions for Form foreign target stock, each purchaser s returns and return information are When to file. Special rules may name, the percentage purchased by confidential, as required by section apply to foreign purchasing each purchaser, and the name and corporations. The time during which a place of incorporation of any selling The time needed to complete and qualifying foreign purchasing entities. If affected U.S. persons file this tax form will vary depending corporation may make a section 338 owning stock in the target are on individual circumstances. The election for a qualifying foreign target notified, attach a schedule containing estimated average time is: is described in Regulations section the name and EIN or SSN of each (e)(1). U.S. person. Recordkeeping... 9 hr., 19 min. Special Instructions for Learning about the law Paperwork Reduction Act Notice. or the form... 1 hr., 35 min. Foreign Targets We ask for the information on this Preparing and sending Unless otherwise specifically noted, form to carry out the Internal the form to the IRS... 1 hr., 48 min. the general rules and requirements in Revenue laws of the United States. these instructions apply to foreign You are required to give us the If you have comments concerning targets. information. We need it to ensure that the accuracy of these time estimates A section 338 election will not be you are complying with these laws or suggestions for making this form valid for a target that is a controlled and to allow us to figure and collect simpler, we would be happy to hear foreign corporation, a passive foreign the right amount of tax. from you. You can write to the investment company, or a foreign You are not required to provide the Internal Revenue Service, Tax personal holding company unless information requested on a form that Products Coordinating Committee, affected U.S. persons who own stock is subject to the Paperwork Reduction SE:W:CAR:MP:T:T:SP, 1111 in these targets are notified, in Act unless the form displays a valid Constitution Ave., NW, IR-6406, writing, as set forth in Regulations OMB control number. Books or Washington, DC Do not send section (e)(4). records relating to a form or its this form to this address. Instead, see When and Where To File on page 1. Form Each U.S. shareholder must also file Form 8883 with Form See the Instructions for Form instructions must be retained as long as their contents may become -3-

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