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RESOURCE GENERATION LIMITED - Non-Renounceable Entitlement Offer

Release Date: 01/07/2013 08:59:00      Code(s): RSG     
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?) 

Resgen submitted the following document to the Market Announcements Office of the Australian Securities Exchange (?ASX?).  

                                                                                      Resource Generation Limited
                                                                                      ABN 91 059 950 337

                                                                                      Level 12, Chifley Tower
                                                                                      2 Chifley Square
                                                                                      Sydney NSW 2000
                                                                                      GPO Box 5490
                                                                                      Sydney NSW 2001

                                                                                      Tel +61 2 9376 9000
                                                                                      Fax +61 2 9376 9013
Dear Shareholder
RESOURCE GENERATION LIMITED ?                                                         ASX: RES
                                                                                      JSE: RSG

On 28 June 2013, Resource Generation Limited (Resource Generation) announced a capital
raising of $A62.6 million. A 1 for 1 pro rata non-renounceable entitlement offer (Entitlement
Offer) is being made to eligible shareholders at $A0.22 per share.

The Entitlement Offer is not underwritten. However, commitments have been received from
three independent parties who are willing to take up to approximately 80% of the issue or any
available shortfall. The three parties are:
    -   Barsington Limited, a wholly owned subsidiary of Noble Group Limited (an existing
    -   Valu Investments Pte. Ltd, a special purpose vehicle which will be jointly owned by Mr
        Jaimin Vyas, who is an entrepreneur, investor and project developer in the infrastructure
        sector, and IL&FS Energy Development Company Limited (?IEDCL?) , an Indian
        company which specialises in the energy infrastructure space; and
    -   Altius Investment Holdings (Proprietary) Limited, a South African black economically
        empowered investment company focused on the food, mining and water sectors and
        also representing other large institutional investors.

BBY Limited is acting as broker to the issue. The directors of the Company reserve the right to
place the shortfall shares at their discretion, which will include ensuring no party obtains a
position of control.

The funds raised via the Offer, together with Resource Generation's existing cash reserves and
funds from the Rail Link loan (announced on 28 June 2013), will be utilised to provide funding
primarily for the commencement of major constructions works for Stage 1 production of the
Boikarabelo mine in the Waterberg region of South Africa; and also to provide funding for
working capital requirements of Resource Generation.

Should the Entitlement Offer not achieve full subscription or take up of the shortfall, the
Company will prioritise the expenditure in areas which provide maximum leverage in de-risking
completion. For example, expenditure on the CHPP would be deferred on the basis that we are
presently considering leveraged finance for all or part of the CHPP.

Resource Generation will not issue a prospectus for the Entitlement Offer as the offer will be
made under provisions of the Corporations Act 2001 which allow entitlement offers to be made
without a prospectus. Instead, an Offer Booklet detailing the non-renounceable entitlement
offer will be sent to eligible shareholders and be available on Resource Generation's website at
www.resgen.com.au and at www.asx.com.au.

The Entitlement Offer entitlement is for eligible Resource Generation shareholders on the share
register as at 7.00pm (AEDT) on 8 July 2013 (Record Date) with registered addresses in
Australia, New Zealand, the European Economic Area, Hong Kong, India, PNG, Singapore,
South Africa, Switzerland and the United Kingdom. Shareholders with registered addresses
outside these countries are not eligible to participate in the Entitlement Offer. However, the
Company may (at its absolute discretion) extend the Offer to certain institutional shareholders
(as at the Record Date) in foreign jurisdictions subject to compliance with applicable laws.

Entitlements to New Shares pursuant to the Retail Entitlement Offer are non-renounceable and
accordingly will not be traded on the ASX. Under the Entitlement Offer, eligible shareholders
can choose whether or not to take up all or part of their entitlement or otherwise have their
equity interests diluted.

The New Shares will rank equally with the existing ordinary shares from the date of allotment.
The current number of ordinary shares on issue in Resource Generation is 284,698,002. Under
the Offer a further 284,698,002 shares are expected to be issued.

The indicative timetable for the Entitlement Offer is as follows:

Event                                                                 Date

Record Date for the Entitlement Offer                                 7.00pm (Sydney, NSW time) on 8 July

Mailing of Offer Booklet and Entitlement and                          9 July 2013
Acceptance Form to Shareholders

Entitlement Offer opens                                               9am 9 July 2013

Entitlement Offer closes                                              5.00pm 23 July 2013

Deferred settlement trading commences on ASX                          24 July 2013

Settlement of the Entitlement Offer                                   29 July 2013

Allotment of New Shares under the Entitlement Offer                   30 July 2013
(except for Shortfall Shares)

Dispatch of holding statements for New Shares under                   30 July 2013
the Entitlement Offer (except for Shortfall Shares)

Allotment of Shortfall Shares                                         Within 3 months of the close of the Offer

Dates and times are indicative only and subject to change. Subject to the ASX Listing Rules, the Directors of the
Company reserve the right to vary these dates, including the Closing Date, without prior notice.

Before making a decision whether to subscribe for any of these shares, please carefully read the
Offer Booklet and related information when you receive it. The offer closes at 5.00pm on 23
July 2013. If you have any queries regarding your rights or the mailing of the Offer Booklet
and the accompanying Entitlement and Acceptance Form please contact Boardroom Pty Limited
on 1300 737 760 (local call cost from anywhere in Australia) or from outside Australia on +61 2
9290 9600 at any time from 9:00 am to 5:00pm (AEST) Monday to Friday.

Further information in relation to Resource Generation's activities and the Entitlement Offer is
available on the Company's website at www.resgen.com.au.

Yours faithfully

Steve Matthews
Company Secretary


01 July 2013

JSE Sponsor:
Macquarie First South Capital (Proprietary) Limited

Date: 01/07/2013 08:59:00 Supplied by www.sharenet.co.za                     
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