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Appendix 3B
Appendix 3B
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”)
New issue announcement
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
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 be Ordinary Fully Paid shares
issued
2 Number of +securities issued or to 21,352,350 Ordinary Fully Paid shares
be issued (if known) or maximum
number which may be issued
3 Principal terms of the +securities Ordinary Fully Paid shares
(eg, 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.
24/10/2005 Appendix 3B Page 1
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New issue announcement
4 Do the +securities rank equally in all Yes, the shares will rank equally with the ordinary shares
respects from the date of allotment currently on 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 $0.40 per share.
6 Purpose of the issue Equity investment by Barsington Limited, a wholly owned
(If issued as consideration for the subsidiary of Noble Group Limited. Noble Group manages
acquisition of assets, clearly identify the global supply chain of agricultural and energy products,
those assets) metals and minerals. Funds will be used primarily to for the
development of the company’s Boikarabelo Mine in South
Africa and for working capital.
7 Dates of entering +securities into 28 March 2013
uncertificated holdings or despatch
of certificates
Number +Class
8 +class all 284,698,002
Number and of Ordinary
+securities quoted on ASX
(including the securities in clause
2 if applicable)
Number +Class
9 Number and +class of all 1,875,000 50 cent unquoted options expiring
+securities not quoted on ASX on 7 July 2013
(including the securities in clause
2 if applicable) 1,875,000 50 cent unquoted options expiring
on 13 March 2014
375,000 $1.55 unquoted options expiring on
28 May 2013
375,000 $1.85 unquoted options expiring on
28 May 2013
500,000 $2.05 unquoted options expiring on
28 May 2013
+ See chapter 19 for defined terms.
Appendix 3B Page 2 1/1/2003
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New issue announcement
10 Dividend policy (in the case of a Not applicable
trust, distribution policy) on the
increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval N/A
required?
12 Is the issue renounceable or non- N/A
renounceable?
13 Ratio in which the +securities will N/A
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 registers N/A
(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 N/A
entity has +security holders who
will not be sent new issue
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
21 Amount of any underwriting fee or N/A
commission
22 Names of any brokers to the issue N/A
23 Fee or commission payable to the N/A
broker to the issue
+ See chapter 19 for defined terms.
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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 prospectus or Product
Disclosure Statement will be sent to
persons entitled
27 If the entity has issued options, and N/A
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 N/A
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 +Despatch date N/A
+ See chapter 19 for defined terms.
Appendix 3B Page 4 1/1/2003
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New issue announcement
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)
? 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
Barsington Limited 21,352,350 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 1
37 A copy of any trust deed for the additional +securities
+ See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
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New issue announcement
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 date of allotment
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.
Appendix 3B Page 6 1/1/2003
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New issue announcement
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 not available now, 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.
Steve Matthews
Company Secretary
2 April 2013
== == == == ==
+ See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
Sydney
02 April 2013
JSE Sponsor:
Macquarie First South Capital (Proprietary) Limited
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