RESOURCE GENERATION LIMITED - Resource Generation launches A$62.6 million equity capital raising

Resource Generation launches A$62.6 million equity capital raising

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”) 


ASX Release

Resource Generation launches A$62.6 million equity capital raising

Resource Generation Limited (Resource Generation or the Company) is pleased to
announce that it is seeking to raise A$62.6 million (before costs) through a 1 for 1 pro-
rata non-renounceable entitlement offer of 284,698,002 fully paid ordinary shares (New
Shares) at A$0.22 per share (Entitlement Offer). The Entitlement Offer is not
underwritten. However, commitments have been received from three independent parties
that are willing to take up to approximately 80% of the issue or any available shortfall.
The three parties are:
    -Barsington Limited, a wholly owned subsidiary of Noble Group Limited (an
        existing shareholder);
    -Valu Investments Pte. Ltd (Valu), a special purpose vehicle which will be jointly
        owned by Mr Jaimin Vyas, who is an entrepreneur, investor and project developer
        in the infrastructure sector, and IL&FS Energy Development Company Limited
        (“IEDCL”) , an Indian company which specialises in the energy infrastructure
        space (refer below re further arrangements with Valu); and
    -Altius Investment Holdings (Proprietary) Limited, a South African black
        economically empowered investment company focused on the food, mining and
        water sectors and also representing other large institutional investors.

Proceeds from the Entitlement Offer will be used primarily to commence major
construction to proceed towards production at the Boikarabelo mine in the Waterberg
region of South Africa, and for working capital. The commencement of major
construction at Boikarabelo will be a significant milestone for Resource Generation, and
will allow the Company to reduce the risk of the development of the project. The
Company is also negotiating the offer of equipment finance, coal handling and
preparation plant) (CHPP) funding alternatives and is in discussions with ten banks with
a view to augmenting the debt facility provided through the Noble Group Limited
(Noble), announced to the market on 2 April 2013.

BBY Limited is acting as broker to the issue. The directors of the Company reserve the
right to place the shortfall shares at their discretion, which will include ensuring no party
obtains a position of control.

Should the Entitlement Offer not achieve full subscription or take up of the shortfall, the
Company will prioritise the expenditure in areas which provide maximum leverage in de-
risking completion. For example, expenditure on the CHPP would be deferred on the
basis that leveraged finance is under consideration for all or part of the CHPP.

As announced earlier today, Noble Group Limited has agreed to lend US$55.3 million for
the construction of the 38 kilometre rail link from the Boikarabelo mine to the existing
Transnet Freight Rail network.

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
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ASX: RES

Entitlement Offer
The Entitlement Offer will be open from 9 July 2013 to 22 July 2013. Eligible
Shareholders (as defined below) will be entitled to 1 New Share for every existing share
held on the record date at the offer price A$0.22 per share.

Entitlements are non-renounceable. They cannot be traded on the ASX or JSE or
otherwise. Entitlements not taken up will lapse.

The Entitlement Offer is only open to Eligible Shareholders. An Eligible Shareholder is
a person who:
    -is registered as a holder of shares in the Company as at the Record Date, being
       7.00pm (Sydney time) on 8 July 2013;
    -has a registered address in Australia, New Zealand, the European Economic Area,
       Hong Kong, Papua New Guinea, Singapore, South Africa, Switzerland and the
       United Kingdom;
    -is not in the United States and are not 'US persons' (as defined in Regulation S
       under the US Securities Act), or acting for the account or benefit of US Persons;
       and
    -are eligible under all applicable securities laws to receive an offer under the
       Entitlement Offer.

The Offer Booklet will be lodged with ASX and the JSE Stock Exchange News Service
on 28 June 2013 and be dispatched on 9 July 2013. The Offer Booklet will contain
further details on the Entitlement Offer including a personalised entitlement and
acceptance form.

Event                                                          Date

Record Date for the Entitlement Offer                          7.00pm (Sydney, NSW time)
                                                               on 8 July 2013

Mailing of Offer Booklet and Entitlement and                   9 July 2013
Acceptance Form to Shareholders

Entitlement Offer opens                                        9am 9 July 2013

Entitlement Offer closes                                       5.00pm 22 July 2013

Deferred settlement trading commences on ASX                   23 July 2013

Settlement of the Entitlement Offer                            26 July 2013

Allotment of New Shares under the Entitlement Offer            29 July 2013
(except for Shortfall Shares)

Dispatch of holding statements for New Shares under            29 July 2013
the Entitlement Offer (except for Shortfall Shares)

Allotment of Shortfall Shares                                  Within3 months of the close
                                                               of the offer


Dates and times are indicative only and subject to change. Subject to the ASX Listing Rules, the Directors
of the Company reserve the right to vary these dates, including the closing dates, without prior notice.

Any queries regarding the Entitlement Offer can be made to Boardroom Pty Limited on
1300 737 760 (local call cost from anywhere in Australia) or from outside Australia on
+61 2 9290 9600 at any time from 9:00 am to 5:00pm (Sydney time) Monday to Friday.

Sydney
28 June 2013

JSE Sponsor:
Macquarie First South Capital (Proprietary) Limited


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

 Resource Generation is developing the Boikarabelo coal mine in the Waterberg
 region of South Africa where there are probable reserves of 744.8 million tonnes of
 coal on 35% of the tenements under its control. Stage 1 of the mine development
 targets saleable coal production of 6 million tonnes per annum.




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
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Date: 28/06/2013 09:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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