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Resource Generation Limited - Appendix 3b

Release Date: 28/06/2013 09:03:00      Code(s): RSG     
                                                                                         Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Resource Generation Limited
Registered in Australia under the Corporations Act, 2001 (Cth) with registration number ACN: 059 950 337
ISIN: AU000000RES1
Share Code on the ASX: RES
Share Code on the JSE: RSG
("Resgen" or the ?Company?) 

                                 Appendix 3B
                           New issue announcement,
                application for quotation of additional securities
                                 and agreement
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX?s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.



Name of entity
Resource Generation Limited

ABN
91 059 950 337

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

 1      +Class of +securities issued or to                Ordinary Fully Paid shares
        be issued


 2      Number of +securities issued or                   Up to 284,698,002 Ordinary Fully Paid shares
        to be issued (if known) or                        under the entitlement offer announced to the
        maximum number which may be                       ASX on 28 June 2013 (Entitlement Offer)
        issued


 3      Principal terms of the +securities                Ordinary Fully Paid shares
        (eg, if options, exercise price and
        expiry date; if partly paid
        +securities,       the     amount
        outstanding and due dates for
        payment;        if     +convertible

        securities, the conversion price
        and dates for conversion)
 4    Do the +securities rank equally in     Yes, the shares will rank equally with the ordinary
      all respects from the date of          shares currently on issue.
      allotment with an existing +class
      of quoted +securities?

      If the additional securities do not
      rank equally, please state:
      -the date from which they do
      -the extent to which they
          participate for the next
          dividend, (in the case of a
          trust, distribution) or interest
          payment
      -the extent to which they do
          not rank equally, other than
          in relation to the next
          dividend,     distribution    or
          interest payment

 5    Issue price or consideration           $0.22 per share.

 6    Purpose of the issue                   Cash will be utilised in providing funding primarily for
      (If issued as consideration for        the construction of the Boikarabelo coal mine in the
      the acquisition of assets, clearly     Waterberg region of South Africa and also to provide
      identify those assets)                 funding for working capital.


 7      Dates of entering +securities        On or about 29 July 2013.
        into uncertificated holdings or
        despatch of certificates
                                       Number                      +Class

 8      Number and        +classof all Assuming                    Ordinary
        +securities   quoted on ASX successful
        (including the securities in completion of the
        clause 2 if applicable)        Entitlement Offer,
                                       there will be
                                       569,396,004
                                       Ordinary Fully
                                       Paid shares on
                                       issue
                                       Number                      +Class

 9      Number and        +classof all       1,875,000             50 cent unquoted options expiring on
        +securities not quoted on ASX                              7 July 2013
        (including the securities in
        clause 2 if applicable)              1,875,000             50 cent unquoted options expiring on
                                                                   13 March 2014



 10     Dividend policy (in the case of      Not applicable
        a trust, distribution policy) on
        the increased capital (interests)


Part 2 - Bonus issue or pro rata issue

+ See chapter 19 for defined terms.

Appendix 3B Page 2                                                                       1/1/2003
11   Is security          holder        approval     No
     required?

12   Is the issue renounceable or                    Non-renounceable
     non-renounceable?

13   Ratio in which the                +securities   1 new share for 1 existing share
     will be offered

14   +Class of +securities to which the              Ordinary Fully Paid shares
     offer relates

15   +Record   date               to   determine     7.00pm (Sydney time) on 8 July 2013
     entitlements

16   Will holdings on different                      Yes
     registers (or subregisters) be
     aggregated    for   calculating
     entitlements?

17   Policy for deciding entitlements                N/A
     in relation to fractions


18   Names of countries in which the                 Brunei, China, Channel Islands, Cameroon,
     entity has +security holders who                Israel, Japan, Monaco, Taiwan, United States
     will not be sent new issue                      of America
     documents
     Note: Security holders must be told how their
     entitlements are to be dealt with.

     Cross reference: rule 7.7.


19   Closing date for receipt of                     22 July 2103
     acceptances or renunciations
20   Names of any underwriters                       N/A



21   Amount of any underwriting fee                  N/A
     or commission

22   Names of any brokers to the                     BBY Limited
     issue



23   Fee or commission payable to                    2% of any funds subscribed by any investors
     the broker to the issue                         introduced to take up any shortfall. 0.5% fee
                                                     for managing the shortfall.

24   Amount of any handling fee                      Nil
     payable to brokers who lodge
     acceptances or renunciations on
     behalf of +security holders
 25     If the issue is contingent on        N/A
        +security holders? approval, the

        date of the meeting

 26     Date entitlement and acceptance      No prospectus or Product Disclosure
        form and prospectus or Product       Statement is being produced. The Entitlement
        Disclosure Statement will be         Offer Booklet will be sent to eligible
        sent to persons entitled             shareholders on or about 9 July 2013

 27     If the entity has issued options,    28 June 2013
        and the terms entitle option
        holders to participate on
        exercise, the date on which
        notices will be sent to option
        holders

 28     Date rights trading will begin (if   N/A
        applicable)

 29     Date rights trading will end (if     N/A
        applicable)

 30     How do +security holders sell        N/A
        their  entitlements in full
        through a broker?


 31     How do +security holders sell        N/A
        part of their entitlements
        through a broker and accept for
        the balance?

 32     How do +security holders             N/A
        dispose of their entitlements
        (except by sale through a
        broker)?

 33     +Despatch    date                    On or about 29 July 2013.




+ See chapter 19 for defined terms.

Appendix 3B Page 4                                                                   1/1/2003
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

 34     Type of securities
        (tick one)

 (a)       -   Securities described in Part 1
        
 (b)           All other securities
                Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
               employee incentive share securities when restriction ends, securities issued on expiry or conversion of
               convertible securities



Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information
or documents

 35
        --headditional securities, and the number andofpercentage of holders of
          If           +                     +
                securities are equity securities, the names the 20 largest
          the                         +                                    additional
               +securities     held by those holders

               Not available. Updated top 20 will be disclosed after the issue is completed.


 36
        -the securities are equity the number of holders in theschedule of
          If               +                      +
                                            securities, a distribution                                                     the
                               +
          additional securities setting out                            categories
               1 - 1,000
               1,001 - 5,000
               5,001 - 10,000
               10,001 - 100,000
               100,001 and over

               Not available. Updated distribution schedule will be disclosed after the issue is
               completed.


 37
             ?copy of any trust deed for the additional
             A                                                             +securities
Entities that have ticked box 34(b)

 38     Number of securities for which
        +quotation is sought




 39     Class of +securities for which
        quotation is sought


 40     Do the +securities rank equally in
        all respects from the date of
        allotment with an existing +class
        of quoted +securities?

        If the additional securities do not
        rank equally, please state:
        ? the date from which they do
        ? the extent to which they
            participate for the next
            dividend, (in the case of a
            trust, distribution) or interest
            payment
        ? the extent to which they do
            not rank equally, other than
            in relation to the next
            dividend,     distribution    or
            interest payment

 41     Reason for request for quotation
        now
        Example: In the case of restricted securities,
        end of restriction period


        (if issued upon conversion of
        another security, clearly identify
        that other security)



                                                         Number   +Class

 42     Number and +class of all
        +securities quoted on ASX
        (including the securities in
        clause 38)




+ See chapter 19 for defined terms.

Appendix 3B Page 6                                                         1/1/2003
Quotation agreement

1       +Quotation  of our additional +securities is in ASX?s absolute discretion. ASX may
        quote the +securities on any conditions it decides.

2       We warrant the following to ASX.

        -       The issue of the +securities to be quoted complies with the law and is not for
                 an illegal purpose.

        -       There is no reason why those +securities should not be granted +quotation.

        -       An offer of the +securities for sale within 12 months after their issue will
                 not require disclosure under section 707(3) or section 1012C(6) of the
                 Corporations Act.
                 Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
                 this warranty


        -       Section 724 or section 1016E of the Corporations Act does not apply to any
                 applications received by us in relation to any +securities to be quoted and
                 that no-one has any right to return any +securities to be quoted under
                 sections 737, 738 or 1016F of the Corporations Act at the time that we
                 request that the +securities be quoted.

        -       If we are a trust, we warrant that no person has the right to return the
                 +securities to be quoted under section 1019B of the Corporations Act at the

                 time that we request that the +securities be quoted.

3       We will indemnify ASX to the fullest extent permitted by law in respect of any
        claim, action or expense arising from or connected with any breach of the warranties
        in this agreement.

4       We give ASX the information and documents required by this form. If any
        information or document not available now, will give it to ASX before +quotation of
        the +securities begins. We acknowledge that ASX is relying on the information and
        documents. We warrant that they are (will be) true and complete.




Steve Matthews
Company Secretary
28 June 2013

                                              == == == == ==




+ See chapter 19 for defined terms.

24/10/2005                                                                                                    Appendix 3B Page 7

Sydney
28 June 2013

JSE Sponsor:
Macquarie First South Capital (Proprietary) Limited

Date: 28/06/2013 09:03:00 Supplied by www.sharenet.co.za                     
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