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JSE LIMITED - Range River Gold Ltd - Amended application form for acceptance of RNG's offer

Release Date: 02/04/2013 17:40
Code(s): JSER     PDF:  
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Range River Gold Ltd - Amended application form for acceptance of RNG's offer

RANGE RIVER GOLD LIMITED
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
Share code on the ASX: RNG
("RNG" or "the Company")


AMENDED APPLICATION FORM FOR ACCEPTANCE OF RNG’S OFFER

1.     Introduction

Firestone Energy Limited shareholders (“FSE Shareholders”) are referred to RNG’s Bidder’s Statement which was posted to
the last recorded address of each FSE Shareholder in the register of members of FSE on 14 February 2013, as amended by
the First Supplementary Bidder’s Statement dated 19 March 2013, details of which were announced on SENS on 20 March
2013 and posted to the last recorded address of each FSE Shareholder on 22 March 2013. FSE Shareholders are also
referred to the application form (“First Application Form to South African FSE shareholders”) for acceptance of RNG’s offer
to FSE Shareholders to acquire the remaining issued ordinary shares in FSE (“Takeover Offer”) which was published on
SENS on 20 March 2013 and posted to the last recorded address of each FSE Shareholder on 22 March 2013.

On 27 March 2013 RNG issued a Second Supplementary Bidder’s Statement in which, inter alia, it increased the consideration
payable to FSE Shareholders in terms of the Takeover Offer from 1 RNG share for every 20 FSE shares to 1.25 RNG shares
for every 20 FSE shares (each on a post-Consolidation basis). The First Application Form to South African FSE shareholders is
now incorrect insofar as it refers to a consideration of 1 RNG share. FSE Shareholders who have already accepted the
Takeover Offer by completing the First Application Form to South African FSE shareholders need take no further action, and
will automatically be paid the higher consideration of 1.25 RNG shares for every 20 FSE shares held. FSE Shareholders who
have not yet accepted the Takeover Offer and would like to do so should do so by completing the revised application form
(“Revised Application Form to South African FSE shareholders”) which is attached to this announcement.

2.     Enquiries

Australian Corporate Advisors – Garrison Capital: Jonathan Hart - jhart@garrisoncapital.net



2 April 2013
Australia
RANGE RIVER GOLD LIMITED
(RNG)
(TO BE RENAMED THE WATERBERG COAL COMPANY LIMITED)
(Registration Nr ABN 64 065 480 453)
(Listed on ASX)


REVISED FORM OF ACCEPTANCE AND SURRENDER



The definitions set out on pages 68 to 72 of the bidder’s statement dated and lodged
with the Australian Securities and Investments Commission (ASIC) on 30 January 2013
(Original Bidders Statement), as updated by the Supplementary Bidders Statement
dated 19 March 2013 and the Supplementary Bidders Statement dated 27 March 2013
(collectively, Bidders Statement), apply throughout this form of acceptance and
surrender unless the context clearly indicates otherwise.

IMPORTANT NOTE: As stated in the Original Bidders Statement, Ineligible Foreign
Shareholders (which includes South African FSE Shareholders) may not be entitled to
receive RNG Shares as the consideration for their FSE Shares as a result of accepting the
Takeover Offer. RNG intends to seek a secondary listing on the AltX of the JSE
(Secondary Listing), and if its application is successful and RNG is listed on the AltX of the
JSE prior to the closing date of the Takeover Offer (Final Date), South African FSE
Shareholders will be entitled to receive RNG Shares as consideration for their FSE Shares.
This form is intended for use by FSE Shareholders to indicate their acceptance of the
Takeover Offer. South African FSE Shareholders may:

   -   indicate their acceptance of the Takeover Offer and their agreement to accept
       as consideration RNG Shares (in the event that the Secondary Listing takes place
       before the Final Date) or cash on the basis set out in the Original Bidders
       Statement (in the event that the Secondary Listing does not take place before the
       Final Date);

   -   indicate their acceptance of the Takeover Offer and their agreement to accept
       as consideration RNG Shares (in the event that the Secondary Listing takes place
       before the Final Date) but their rejection of the Takeover Offer in the event that
       the Secondary Listing does not take place before the Final Date; or

   -   indicate their rejection of the Takeover Offer.



FOR USE BY CERTIFICATED SOUTH AFRICAN FIRESTONE ENERGY LIMITED SHAREHOLDERS
ONLY

This form of acceptance and surrender is only applicable to South African Certificated
Shareholders who wish to accept the Takeover Offer in respect of all but not a part only
of their FSE Shares. This form is not to be used by Dematerialised shareholders, who are
required to instruct their CSD Participant (CSDP) or broker if they wish to accept the
Takeover Offer in accordance with the terms of their agreement with the CSDP or
broker.




                                                                                       Page 2
IMPORTANT NOTE: If you have already accepted the Takeover Offer by completing the
application form which was attached to the Supplementary Bidders Statement, you
need take no further action and will automatically receive the revised consideration of
1.25 post-Consolidation RNG Shares for every 20 FSE Shares held.

Notes and instructions:

Persons who have acquired FSE Shares after the date of posting of the Bidders
Statement can obtain copies of the document and this form from the Transfer
Secretaries, Computershare, at the address given below.

No receipts will be issued for documents of title lodged unless specifically requested. In
compliance with the requirements of the JSE, lodging agents are requested to prepare
special transaction receipts, if required.

If you are in any doubt as to how to complete this form, please consult your CSDP,
broker, banker, attorney, accountant or other professional adviser immediately.

This form must be returned to the Transfer Secretaries together with the FSE Share
certificates or other documents of title, so as to be received prior to the closing date of
the Takeover Offer. If your documents of title have been lost or destroyed, you should
nevertheless return this form, together with a duly executed indemnity provided by the
Transfer Secretaries. RNG may, in its sole discretion, dispense with the surrender of such
documents of title upon production of satisfactory evidence that the documents of title
have been lost or destroyed and upon provision of a suitable indemnity. Unless
otherwise agreed by RNG, only indemnity forms obtained from the Transfer Secretaries
(available upon request) will be regarded as suitable.

Signatories may be called upon for evidence of their authority or capacity to sign this
form.

Any alteration to this form of acceptance and surrender must be signed in full and not
initialled. Any alteration may not be accepted by RNG.

If this form is signed under power of attorney, then such power of attorney or a notarially
certified copy of such power of attorney must be sent with this form for noting, unless it
has already been noted by the Transfer Secretaries.

Where the certificated shareholder is a company or close corporation or other juristic
person, a certified copy of the directors’ or members’ or other resolution authorising the
signing of this form must be submitted together with this form, unless it has already been
registered with the Transfer Secretaries or this form bears the JSE broker’s stamp.

Where FSE Shares are jointly held, this form of acceptance and surrender must be signed
by all joint holders. RNG will, however, in its absolute discretion, accept signature only of
that holder whose name stands first in the register in respect of such FSE Share.

FSE Shareholders are advised to consult their professional advisers about their personal
tax positions regarding the receipt of the RNG Shares.

FSE Shareholders are referred to the Original Bidders Statement, as amended by the
Supplementary Bidders Statement to which this form is attached, for the further terms
and conditions applicable to the Takeover Offer and its acceptance, which Bidders
Statement should be read in its entirety for a full appreciation.



                                                                                      Page 3
In the event of any conflict between this form and the Bidders Statement, the Bidders
Statement prevails.

Transfer Secretaries
Computershare Investor Services Proprietary Limited
Ground Floor
70 Marshall Street
Johannesburg 2001
P O Box 61763
Marshalltown 2107




                                                                               Page 4
Dear Sirs

TAKEOVER OFFER

I/we, the undersigned, hereby irrevocably and unconditionally:

   -   Option A: subject to the Secondary Listing taking place before the Final Date,
       accept the Takeover Offer of 1.25 post-consolidation RNG share issued for every
       20 FSE Shares held on the Record Date and tendered, the details of which are
       contained in the Bidders Statement, in respect of the full holding of FSE Shares as
       indicated in Column B below, held by me/us, and surrender and enclose the
       share certificates, certified transfer deeds and/or other documents of title in
       respect of my/our holdings of such FSE Shares. If the Secondary Listing does not
       take place before the Final Date, I accept that I will be treated as an Ineligible
       Foreign Shareholder for purposes of the Bidders Statement and will be paid cash
       for my FSE Shares, as set out in the Bidders Statement.

   -   Option B: subject to the Secondary Listing taking place before the Final Date,
       accept the Takeover Offer of 1.25 post-consolidation RNG share issued for every
       20 FSE Shares held on the Record Date and tendered, the details of which are
       contained in the Bidders Statement, in respect of the full holding of FSE Shares as
       indicated in Column B below, held by me/us, and surrender and enclose the
       share certificates, certified transfer deeds and/or other documents of title in
       respect of my/our holdings of such FSE Shares. If the Secondary Listing does not
       take place before the Final Date, I reject the Takeover Offer and request that you
       return the enclosed share certificates, certified transfer deeds and/or other
       documents of title to me at the address set out below.

   -   Option C: reject the Takeover Offer.

Please tick only one of the boxes below. If more than one box is ticked, you will be
deemed to have rejected the Takeover Offer.

Option A: accept RNG shares or cash

Option B:   accept RNG shares but reject
cash

Option C: reject Takeover Offer

My/our signature on this form constitutes my/our execution of an instrument of transfer of
the FSE Shares held by me/us and for which the Takeover Offer is accepted and I/we
hereby irrevocably nominate and constitute any member of RNG, being a duly
authorised representative of RNG, in my/our name, place and stead to sign all further
documents necessary to give effect to the transfer of the undermentioned FSE Shares
into the name of RNG and/or its nominee(s).

Column A – Certificate Numbers                Column B – Number of FSE             Shares
                                              represented by each certificate




                                                                                   Page 5
Signature of FSE Shareholder:

________________________________________________________________

Assisted by (if applicable):

________________________________________________________________

Place:
         ________________________________________________________________

Date:
         ________________________________________________________________

ALL CERTIFICATED FSE SHAREHOLDERS ACCEPTING THE TAKEOVER OFFER MUST PLEASE
COMPLETE THIS SECTION IN BLOCK CAPITALS

Surname or name of corporate body:

________________________________________________________

First names (in full, if applicable):
        ________________________________________________________

Title (Mr, Mrs, Miss, Ms, etc.):
        ________________________________________________________

Address to which RNG Share Certificates or cash should be sent via air mail (preferably a
P O Box address):

         ________________________________________________________


         ________________________________________________________


         ________________________________________________________


         ________________________________________________________

Telephone:
      ________________________________________________________

Telefax:
       _______________________________________________



                                                                                  Page 6

Date: 02/04/2013 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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