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Notice of change of interests of substantial holder
RANGE RIVER GOLD LIMITED
(renamed The Waterberg Coal Company Limited)
(ABN 64 065 480 453)
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
Firestone Energy Limited (FSE)
ACN/ARSN
058 436 794
1. Details of substantial holder (1)
Name
Range River Gold Limited (ACN 065 480 453) (RNG) and Ariona Company SA (a company incorporated in the Republic of Seychelles with Registration Number 061983) (Ariona) (RNG and Ariona together being the RNG Group).
ACN/ARSN (if applicable)
See above.
There was a change in the interests of the substantial holder on
17 April 2013
The previous notice was given to the company on
12 April 2013
The previous notice was dated
12 April 2013
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Class of securities (4)
Previous notice
Present notice
Persons votes
Voting power (5)
Persons votes
Voting power (5)
ORDINARY FULLY PAID
973,338,697
27.420%
1,493,351,595
42.07%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change
Person whose relevant interest changed
Nature of change (6)
Consideration given in relation to change (7)
Class and number of securities affected
Person's votes affected
17 April 2013
The RNG Group
Acceptance of offers under the takeover offer currently being undertaken by RNG in respect of FSE (Offer).
Under the Offer, FSE shareholders will be offered 1.25 post-consolidation (1:10) RNG shares for every 20 FSE shares held.
Fully paid ordinary shares.
520,012,988
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest
Registered holder of securities
Person entitled to be registered as holder (8)
Nature of relevant interest (6)
Class and number of securities
Person's votes
RNG
FSE shareholders who have accepted the Offer
RNG, subject to the terms of the Offer
Relevant interest under section 608(1) and/or 608(8) of the Corporations Act 2001 (Act) pursuant to the acceptances of the Offer. The FSE shares which are the subject of the acceptances of the Offer have not yet been transferred into the name of RNG
1,013,351,595
1,493,351,595
Ariona
FSE shareholders who have accepted the Offer
RNG, subject to the terms of the Offer
Relevant interest under section 608(3) and/or 608(8) of the Act as a result of being a related body corporate of RNG.
1,013,351,595
1,493,351,595
Ariona
Sekoko Resources (Proprietary) Limited
Ariona, subject to the terms of the SPA.
Relevant interest under section 608(1) and/or 608(8) of the Act as a result of Ariona having a right to acquire the FSE shares pursuant to the SPA.
280,000,000
1,493,351,595
Ariona
Sekoko Coal (Proprietary) Ltd
Ariona, subject to the terms of the SPA.
Relevant interest under section 608(1) and/or 608(8) of the Act as a result of Ariona having a right to acquire the FSE shares pursuant to the SPA.
200,000,000
1,493,351,595
RNG
Sekoko Resources (Proprietary) Limited and Sekoko Coal (Proprietary) Limited (as set out above)
Ariona, subject to the terms of the SPA.
Relevant interest under section 608(3) and/or 608(8) of the Act as a result of being a related body corporate of Ariona.
480,000,000
1,493,351,595
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable)
Nature of association
Nil
6. Addresses
The addresses of persons named in this form are as follows:
Name
Address
Range River Gold Limited
Level 1, 33 Richardson Street, West Perth WA 6005
Ariona Company SA
Suite 13, First Floor, Oliaji Trade Centre, Francis Rachel Street, Victoria, Mahe, Republic of Seychelles
Signature
print name
Jonathan Hart
capacity
Company Secretary
sign here
date
17 April 2013
DIRECTIONS
(1)
If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
(2)
See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)
The voting shares of a company constitute one class unless divided into separate classes.
(5)
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)
Include details of:
(a)
any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b)
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7)
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(8)
If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
(9)
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
604 Page 3 of 3 17 April 2013
Corporate Advisor: Bravura Equity Services (Pty) Ltd
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
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