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RESOURCE GENERATION LIMITED - Appendix 3B

Release Date: 30/07/2013 10:30
Code(s): RSG     PDF:  
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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') 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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13 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 Ordinary Fully Paid Shares be issued
2 Number of +securities issued or to 47,536,602 Ordinary Fully Paid Shares issued be issued (if known) or maximum on 30 July 2013 under the Entitlement Offer number which may be issued announced on 28 June 2013.
The shortfall of 236,319,285 Ordinary Fully Paid Shares are expected to be issued before 23 October 2013. In addition 842,115 Ordinary Fully Paid Shares are proposed to be issued before 23 October 2013 in relation to those shares that would have been issued to ineligible shareholders if they had been entitled to participate in the Entitlement Offer.
The later issues will be the subject of a separate Appendix 3B + See chapter 19 for defined terms.
04/03/2013 3 Principal terms of the +securities Ordinary Fully Paid Shares (e.g. 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)
4 Do the +securities rank equally in Yes, the shares will rank equally with the all respects from the +issue date ordinary shares currently in 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 $0.22 per share
6 Purpose of the issue Cash will be utilised in providing funding (If issued as consideration for the primarily for the construction of the acquisition of assets, clearly Boikarabelo coal mine in the Waterberg region identify those assets) of South Africa and also to provide funding for working capital. 6a Is the entity an +eligible entity that No has obtained security holder approval under rule 7.1A' If Yes, complete sections 6b ' 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of +securities issued with N/A security holder approval under rule 7.1A 6e Number of +securities issued with N/A security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under N/A an exception in rule 7.2 6g If +securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3' Include the +issue date and both values. Include the source of the VWAP calculation. 6h If +securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
6i Calculate the entity's remaining N/A issue capacity under rule 7.1 and rule 7.1A ' complete Annexure 1 and release to ASX Market Announcements
7 +Issue dates 30 July 2013 Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.
Number +Class 8 Number and +class
of all 332,234,604 Ordinary +securities quoted on ASX (including the +securities in section 2 if applicable) + See chapter 19 for defined terms.
04/03/2013 Number +Class
9 Number and of +class all 1,875,000 50 cent unquoted +securities not quoted on ASX
options expiring on 13 (including the +securities in March 2014 section 2 if applicable)
4,000,000 Performance share rights subject to various operational performance hurdles with nil exercise price. Held by employees
10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue
11 Is security holder approval No required'
12 Is the issue renounceable or non- Non-renounceable renounceable'
13 Ratio in which the +securities will 1 new share for 1 existing share be offered
14 +Class of +securities to which the Ordinary Fully Paid shares offer relates
15 +Record date to determine 7.00pm (Sydney time) on 8 July 2013 entitlements
16 Will holdings on different registers Yes (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 Brunei, China, Channel Islands, Cameroon, entity has security holders who will Israel, Japan, Monaco, Taiwan, United States not be sent new offer documents of America 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 23 July 2013 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 BBY Limited and Macquarie First South Capital (Pty) Limited
23 Fee or commission payable to the 2% of any funds subscribed by any investors broker to the issue introduced to take up any shortfall. BBY earn a 0.5% fee for managing the shortfall.
24 Amount of any handling fee Nil payable to brokers who lodge acceptances or renunciations on behalf of security holders
25 If the issue is contingent on security N/A holders' approval, the date of the meeting
26 Date entitlement and acceptance No prospectus or Product Disclosure form and offer documents will be Statement is being produced. The Entitlement sent to persons entitled Offer Booklet was sent to eligible shareholders on 9 July 2013
27 If the entity has issued options, and 28 June 2013 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 of N/A their entitlements through a broker and accept for the balance'
32 How do security holders dispose of N/A their entitlements (except by sale through a broker)'
33 +Issue date 30 July 2013 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) yes +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 yes 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
Updated top 20 disclosed as a separate ASX announcement on 30 July 2013
36 yes 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
Updated distribution schedule disclosed as a separate ASX announcement on 30 July 2013
37 A copy of any trust deed for the additional +securities 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 +issue date 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.
04/03/2013 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 is not available now, we 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. Signed by STEPHEN JAMES MATTHEWS Date: 30 July 2013 (Director/Company secretary) + See chapter 19 for defined terms. Sydney 30 July 2013 JSE Sponsor:
Macquarie First South Capital (Proprietary) Limited 04/03/2013
Date: 30/07/2013 10:30:00 Supplied by www.sharenet.co.za 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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