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Resource Generation Limited - Resource Generation Claims Illegal Collective Action By Shareholders

Release Date: 01/10/2015 09:30:00      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
(?Resource Generation? or the ?Company?)

1 October 2015

ASX Release

Resource Generation claims illegal collective action by shareholders

*Altius asked to withdraw general meeting requisition to avoid jeopardising mine?s funding.

Following receipt of the general meeting requisition announced on 29 September 2015, Resource
Generation Limited has written to the Australian Securities and Investments Commission (ASIC)
claiming illegal collective action by three of the company?s shareholders, Shinto Torii Inc (a
subsidiary of Altius Investment Holdings (Pty) Limited), Noble Resources International Pte Ltd (a
subsidiary of Noble Group Limited) and Public Investment Corporation SOC Limited (PIC). The
company claims that Altius is acting on behalf of Noble and PIC in addition to itself in requisitioning
a general meeting to replace Resource Generation?s directors with its own nominees. The
company is considering what other actions are available to it in respect of this matter.

During extensive negotiations with financiers, including Noble Group and PIC, on a financing
package for the construction of Resource Generation?s Boikarabelo mine in the Waterberg region
of South Africa, the company disclosed material information to Altius, Noble Group and PIC. This
information was disclosed on condition that it was confidential and would be used only in
connection with the funding negotiations and for no other purpose.

This information may have been used for other purposes in breach of this condition. If
shareholders vote to remove Resource Generation?s existing board, this potential breach is
unlikely to be pursued.

As announced on 30 September, Resource Generation has received a signed Memorandum of
Understanding from HAB & JPR Privee, a Swiss private company, to provide in-principle funding
of EUR480 million to enable construction of the mine.

HAB & JPR Privee has indicated that if there is a change of directors it reserves the right to cancel
the loan facility. Accordingly, Resource Generation has written to Altius asking it to withdraw its
requisition for the general meeting so the mine?s funding is not jeopardised.

The funding to be provided by HAB & JPR Privee is materially more favourable than incomplete
proposals received from the club of financiers, including Noble Group and PIC, which would result
in a substantial transfer of value to Noble Group and PIC from Resource Generation?s shareholders
and its BEE partner.

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

Paul Jury, Managing Director on (02) 9376 9000 or
Steve Matthews, Executive Director on (02) 9376 9000

Media enquiries
Anthony Tregoning (02) 8264 1000

Resource Generation is developing its 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.

Resource Generation Limited (ACN 059 950 337)                       www.resgen.com.au
Level 12 Chifley Tower, 2 Chifley Square, Sydney NSW 2000
GPO Box 5490, Sydney NSW 2001. Phone +61 2 9376 9000 Fax +61 2 9376 9013

Date: 01/10/2015 09:30:00 Supplied by www.sharenet.co.za                     
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