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RESOURCE GENERATION LIMITED - New issue announcement, application for quotation of additional securities and agreement

Release Date: 29/01/2014 09:42:00      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

                                            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.

Name of entity
Resource Generation Limited

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               Performance share rights
          to be issued

 2        Number of +securities issued                   20,700,000 performance share rights
          or to be issued (if known) or
          maximum number which may
          be issued
 3      Principal     terms     of   the     Performance share rights to receive 1 ordinary
        +securities (e.g. if options,        share per performance right at a nil exercise
        exercise price and expiry date;      price, subject to meeting the following
        if partly paid +securities, the      performance conditions:
        amount outstanding and due           - 50% exercisable upon achievement of debt,
        dates     for     payment;     if
                                                 equity and/or other funding arrangements
                         securities, the         that enable commencement of construction
        conversion price and dates for
                                                 of all material components of the
                                                 Boikarabelo project and the Board being
                                                 satisfied acting reasonably that any
                                                 remaining funding required for the
                                                 completion of the project is obtainable on
                                                 reasonable commercial terms in due
                                                 course; and
                                             - 50% exercisable upon production of first
                                                 100,000 tonnes of ROM coal from the
                                                 Boikarabelo mine, provided that the Board
                                                 is satisfied acting reasonably that the
                                                 construction of the Boikarabelo mine has
                                                 been completed within a reasonable time
                                                 compared to the targeted completion date
                                                 and at a cost that has been appropriately
                                                 controlled by the Company?s management.

                                             The Performance Conditions must be satisfied
                                             on or before 31 December 2017.

 4      Do the +securities rank equally      No, the terms are as above. Once exercised into
        in all respects from the +issue      fully paid ordinary shares they will rank equally
        date with an existing +class of      with existing fully paid ordinary shares.
        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         Nil

+ See chapter 19 for defined terms.

6    Purpose of the issue                 Performance share rights issued as part of the
     (If issued as consideration for      company?s Employee Share Plan as approved
     the acquisition of assets, clearly   by shareholders at the AGM held on 24
     identify those assets)               October 2011 and, for the executive directors
                                          included in the above issue, at the AGM on 29
                                          November 2013

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

     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

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

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                                  28 January 2014
        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)

                                                       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)                         24,700,000        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

 12     Is the issue renounceable or                     N/A

 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

+ See chapter 19 for defined terms.

16   Will holdings on different                      N/A
     registers (or subregisters) be
     aggregated    for   calculating

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
     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

21   Amount of any underwriting fee                  N/A
     or commission

22   Names of any brokers to the                     N/A

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

28   Date rights trading will begin (if              N/A

29   Date rights trading will end (if                N/A

 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

 34     Type of +securities
        (tick one)

              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

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

             - 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

             - copy of any trust deed for the additional
             A                                                               +securities

+ See chapter 19 for defined terms.

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

      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
      - 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
      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)
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

        -        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

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

Sign here:                                                                  Date: 29 January 2014
                     (Director/Company secretary)

Print name:          STEPHEN JAMES MATTHEWS

+ See chapter 19 for defined terms.

29 January 2014

JSE Sponsor
Macquarie First South Capital Proprietary Limited

Date: 29/01/2014 09:42:00 Supplied by www.sharenet.co.za                     
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