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Resource Generation Limited - Request For Appointment Of Directors

Release Date: 18/09/2015 10:35:00      Code(s): RSG     
Resource Generation Limited
Registration number ACN 059 950 337
(Incorporated and registered in Australia)
ISIN: AU000000RES1
Share Code on the ASX: RES
Share Code on the JSE: RSG
(?Resgen? or the ?Company?)

18 September 2015

ASX Release

Request for appointment of directors

Resource Generation has received a request to appoint additional directors to the Boards of the company
and its BEE subsidiary, Ledjadja Coal (Pty) Ltd, from Noble Group (Noble) as follows:

Noble?s Request
Noble believes that the Boikarabelo Project is reaching a critical juncture both in relation to debt funding
and construction. In relation to the debt funding, Noble claims that there are some significant issues in
relation to continuing support for this project by both EFIC and EKF whose participation Noble sees as of
critical importance to procuring the necessary funding for the project.

Noble communicated its view that the ability of the Board of Resource Generation to satisfactorily address
the issues which the Company is now facing in the interests of all shareholders, will be greatly enhanced by
the appointment of additional directors and that because of the urgency of these issues these appointments
should be made immediately.

Noble believes that additional directors should be appointed to the Board of Resource Generation as
follows: Mr Dennis Gatley and Mr Manish Dahiya (with Mr William Randall as his alternate). In addition
a Noble representative, Mr Greg Hunter, should be appointed to the Ledjadja Board.

Noble requested the Company to confirm by 25 September 2015 that the appropriate steps are being taken
to effect these appointments, failing which Noble would consider whether to pursue other alternatives.

Resource Generation?s Response
The Board of Resource Generation Limited has determined that:

(a) Noble has not explained how the appointment of additional directors would be in the interests of all
shareholders;

(b) accordingly, there would be no benefit to the Company and its shareholders at this time in appointing
additional directors nominated by Noble Group to the Board and consequently the Board would not make
any such appointments at the present time; and

(c) there would be no benefit to its BEE subsidiary, Ledjadja Coal (Pty) Limited, in having a Noble Group
appointee on the Board of that company and consequently, as the major shareholder in Ledjadja Coal (Pty)
Limited, it would not support the appointment of a Noble nominee to that Board at the present time.


The Board considers that it has the required expertise with its consultants to address the issues currently
being faced. As announced on 19 August 2015, at the request of Noble on behalf of a club of lenders with
which the Company has been negotiating debt finance, the Company is seeking quotes from mining
contractors to establish whether a contract mining model could reduce the mine?s costs and capital
requirement.

Noble, as part of one club of lenders, is already actively involved in the structuring and negotiation of the
terms and conditions of the facilities proposed by that club, which remain incomplete and subject to
negotiation and agreement amongst the parties. Terms and conditions put forward to date by the club have
not been acceptable to the Company due to the excessive returns sought by some of the club members
including Noble. There is no benefit to the Company in having Noble nominees on the Board in this
situation.

If Noble wishes to call a general meeting to change the Board, then it will be appropriate at that time to put
before the shareholders details of such terms and conditions proposed by the club.

It may be that at some later time it will be appropriate to appoint additional directors nominated by Noble
and others, such as when the loan facilities are in place and financial close occurs. It is the Board?s view
that the appointment of additional directors nominated by parties with potentially conflicting interests
would not be in the best interests of the Company and all its shareholders at this time.

The Company also continues to be in discussion with intermediaries with respect to various other potential
lenders for loan facilities for the Boikarabelo coal project, as previously announced.

Contacts
Paul Jury, Managing Director on (02) 9376 9000 or
Steve Matthews, Company Secretary on (02) 9376 9000

Media enquiries
Anthony Tregoning (02) 8264 1000

JSE Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited

Resource Generation is developing the Boikarabelo coal mine in the Waterberg region of South Africa,
which accounts for 40% of the country?s remaining coal resources. There are probable reserves of 744.8
million tonnes* of coal on 35% of the tenements under the company?s control (refer ASX announcement
dated 16 December 2010). Stage 1 of the mine development targets saleable coal production of 6 million
tonnes per annum.

*This information was prepared and first disclosed under the JORC Code 2004. It has not been updated
since to comply with the JORC Code 2012 on the basis that the information has not materially changed
since it was last reported.

Date: 18/09/2015 10:35:00 Supplied by www.sharenet.co.za                     
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