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Resource Generation Limited - Appendix 3b

Release Date: 30/07/2013 10:30:00      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?)            Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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 to                 47,536,602 Ordinary Fully Paid Shares issued
           be issued (if known) or maximum                    on 30 July 2013 under the Entitlement Offer
           number which may be issued                         announced on 28 June 2013.

                                                              The shortfall of 236,319,285 Ordinary Fully
                                                              Paid Shares are expected to be issued before 23
                                                              October 2013. In addition 842,115 Ordinary
                                                              Fully Paid Shares are proposed to be issued
                                                              before 23 October 2013 in relation to those
                                                              shares that would have been issued to ineligible
                                                              shareholders if they had been entitled to
                                                              participate in the Entitlement Offer.

                                                              The later issues will be the subject of a separate
                                                              Appendix 3B




+ See chapter 19 for defined terms.

04/03/2013                                                                                                     
3    Principal terms of the +securities       Ordinary Fully Paid Shares
     (e.g. 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
     all respects from the +issue date        ordinary shares currently in issue
     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
     (If issued as consideration for the      primarily for the construction of the
     acquisition of assets, clearly           Boikarabelo coal mine in the Waterberg region
     identify those assets)                   of South Africa and also to provide funding for
                                              working capital.


6a   Is the entity an +eligible entity that   No
     has obtained security holder
     approval under rule 7.1A?

     If Yes, complete sections 6b ? 6h
     in relation to the +securities the
     subject of this Appendix 3B, and
     comply with section 6i

6b   The date the security holder             N/A
     resolution under rule 7.1A was
     passed

6c   Number of +securities issued             N/A
     without security holder approval
     under rule 7.1
6d   Number of +securities issued with        N/A
     security holder approval under rule
     7.1A

6e   Number of +securities issued with        N/A
     security holder approval under rule
     7.3, or another specific security
     holder approval (specify date of
     meeting)


6f      Number of +securities issued under    N/A
        an exception in rule 7.2

6g      If +securities issued under rule      N/A
        7.1A, was issue price at least 75%
        of 15 day VWAP as calculated
        under rule 7.1A.3? Include the
        +issue date and both values.
        Include the source of the VWAP
        calculation.

6h      If +securities were issued under       N/A
        rule     7.1A      for    non-cash
        consideration, state date on which
        valuation of consideration was
        released     to    ASX      Market
        Announcements

 6i      Calculate the entity?s remaining                         N/A
         issue capacity under rule 7.1 and
         rule 7.1A ? complete Annexure 1
         and release to ASX Market
         Announcements

 7       +Issue    dates                                          30 July 2013
         Note: The issue date may be prescribed by ASX
         (refer to the definition of issue date in rule 19.12).
         For example, the issue date for a pro rata
         entitlement issue must comply with the applicable
         timetable in Appendix 7A.

         Cross reference: item 33 of Appendix 3B.


                                                               Number            +Class

 8       Number and +class
         of all                                                332,234,604       Ordinary
         +securities    quoted on ASX
         (including the +securities in section
         2 if applicable)




+ See chapter 19 for defined terms.

04/03/2013                                                                                
                                                    Number                     +Class

9    Number and of  +class all                     1,875,000                  50 cent unquoted
     +securities not quoted on ASX
                                                                               options expiring on 13
     (including the +securities in                                             March 2014
     section 2 if applicable)
                                                       4,000,000               Performance       share
                                                                               rights    subject     to
                                                                               various     operational
                                                                               performance hurdles
                                                                               with nil exercise price.
                                                                               Held by employees

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


Part 2 - Pro rata issue
11   Is    security           holder        approval   No
     required?


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

13   Ratio in which the +securities will               1 new share for 1 existing share
     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 registers              Yes
     (or subregisters) be aggregated for
     calculating entitlements?

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


18   Names of countries in which the                   Brunei, China, Channel Islands, Cameroon,
     entity has security holders who will              Israel, Japan, Monaco, Taiwan, United States
     not be sent new offer documents                   of America
     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   23 July 2013
         acceptances or renunciations
 20      Names of any underwriters                N/A



 21      Amount of any underwriting fee or        N/A
         commission

 22      Names of any brokers to the issue        BBY Limited and Macquarie First South
                                                  Capital (Pty) Limited

 23      Fee or commission payable to the         2% of any funds subscribed by any investors
         broker to the issue                      introduced to take up any shortfall. BBY earn
                                                  a 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 security   N/A
         holders? approval, the date of the
         meeting

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

 27      If the entity has issued options, and    28 June 2013
         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 their       N/A
         entitlements in full through a
         broker?

 31      How do security holders sell part of     N/A
         their entitlements through a broker
         and accept for the balance?
                                                                        
 32      How do security holders dispose of        N/A
         their entitlements (except by sale
         through a broker)?

 33      +Issue date                             30 July 2013



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) yes          +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 yes           If the +securities are +equity securities, the names of the 20 largest holders of the
                  additional +securities, and the number and percentage of additional +securities held by
                  those holders

                  Updated top 20 disclosed as a separate ASX announcement on 30 July 2013

 36 yes           If the +securities are +equity securities, a distribution schedule of the additional
                  +securities setting out the number of holders in the categories

                  1 - 1,000
                  1,001 - 5,000
                  5,001 - 10,000
                  10,001 - 100,000
                  100,001 and over

                  Updated distribution schedule disclosed as a separate ASX announcement on 30 July
                  2013

                                                                              
 37               A copy of any trust deed for the additional +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 +issue date 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.

04/03/2013                                                                        
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 is not available now, we 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.




Signed by
STEPHEN JAMES MATTHEWS
Date: 30 July 2013
(Director/Company secretary)

+ See chapter 19 for defined terms.

Sydney
30 July 2013

JSE Sponsor:
Macquarie First South Capital (Proprietary) Limited                                                                                                           04/03/2013

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