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Resource Generation Limited - Appendix 3b: New Issue Announcement, Application For Quotation Of Additional Securities And Agreement

Release Date: 05/12/2013 08:00:00      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

Quote
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               Ordinary Fully Paid Shares
          to be issued


 2        Number of +securities issued                   11,984,334 Ordinary Fully Paid shares
          or to be issued (if known) or
          maximum number which may
          be issued


 3        Principal     terms     of   the               Ordinary Fully Paid Shares
          +securities (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)




+ See chapter 19 for defined terms.

04/03/2013                                                                                            Appendix 3B Page 1
4    Do the +securities rank equally      Yes, the shares will rank equally with the
     in all respects from the +issue      ordinary shares currently in 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

5    Issue price or consideration         1. 5,200,000 shares placed at $0.22 per share.
                                          2. 6,784,334 shares placed at $0.40 per share.


6    Purpose of the issue                 1. 5,200,000 shares placed to Berne No 132
     (If issued as consideration for         Nominees Pty Limited at $0.22 per share,
     the acquisition of assets, clearly      as approved by shareholders at the AGM
     identify those assets)                  on 29 November 2013. Funds will be used
                                             primarily for the development of the
                                             company?s Boikarabelo Mine in South
                                             Africa and for working capital.
                                          2. 6,784,334 shares placed at an equivalent
                                             $0.40 per share for part of the price for the
                                             acquisition of Lukale Mining Company
                                             (Pty) Limited?s shares in Waterberg One
                                             Coal (Pty) Limited, as approved by
                                             shareholders at the AGM on 29 November
                                             2013.

6a   Is the entity an +eligible entity    No
     that 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                     N/A
        with security holder approval
        under rule 7.1A

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


 6f     Number of +securities issued                     N/A
        under 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                                  5 December 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 581,380,338         Ordinary
        +securities   quoted on ASX
        (including the +securities in
        section 2 if applicable)




+ See chapter 19 for defined terms.

04/03/2013                                                                          Appendix 3B Page 3
                                                     Number              +Class

 9      Number and               +class
                                 of              all 1,875,000           50 cent unquoted options
        +securities not quoted on ASX
                                                                         expiring on 13 March 2014
        (including the +securities in
        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                 Not applicable
        a trust, distribution policy) on
        the increased capital (interests)


Part 2 - Pro rata issue
 11     Is security          holder        approval     N/A
        required?


 12     Is the issue renounceable or                    N/A
        non-renounceable?

 13     Ratio in which the                +securities   N/A
        will be offered

 14     +Class of +securities to which the              N/A
        offer relates

 15     +Record   date               to   determine     N/A
        entitlements

 16     Will holdings on different                      N/A
        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                 N/A
        entity has security holders who
        will not be sent new offer
        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                     N/A
        acceptances or renunciations

 20     Names of any underwriters                       N/A


+ See chapter 19 for defined terms.

Appendix 3B Page 4                                                                           04/03/2013
 21     Amount of any underwriting fee          N/A
        or commission

 22     Names of any brokers to the             N/A
        issue


 23     Fee or commission payable to            N/A
        the broker to the issue

 24     Amount of any handling fee              N/A
        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         N/A
        form and offer documents will
        be sent to persons entitled

 27     If the entity has issued options,       N/A
        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 dispose         N/A
        of their entitlements (except by
        sale through a broker)?

 33     +Issue   date                           N/A



Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

+ See chapter 19 for defined terms.

04/03/2013                                                                            Appendix 3B Page 5
 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
        -       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


                 Berne No 132 Nominees Pty Limited   5,200,000 shares
                 Lukale Mining Company (Pty) Limited 6,784,334 shares


 36
        -        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 2

 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




+ See chapter 19 for defined terms.

Appendix 3B Page 6                                                                                                 04/03/2013
 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                                                            Appendix 3B Page 7
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.




Sign here:                                                                  Date: 5 December 2013
                     (Director/Company secretary)


Print name:          STEPHEN JAMES MATTHEWS




+ See chapter 19 for defined terms.

Appendix 3B Page 8                                                                                             04/03/2013
Unquote

Sydney 
5 December 2013

JSE Sponsor
Macquarie First South Capital Proprietary Limited



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