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Appendix 3B
The Waterberg Coal Company Limited
(formerly Range River Gold Limited)
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC | JSE: WCC | ISIN: AU000000WCC9
(“WCC” 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
Name of entity
THE WATERBERG COAL COMPANY LIMITED
ABN
64 065 480 453
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 (a) Ordinary Shares
be issued (b) Listed Options (WCCO)
(c) Convertible Notes
2 Number of +securities issued or to (a) 8,192,978 Ordinary Shares.
be issued (if known) or maximum (b) 7,441,573 Listed Options.
number which may be issued (c) 5,617,978 Convertible Notes.
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 1
Appendix 3B
New issue announcement
3 Principal terms of the +securities (a) Fully paid Ordinary Shares
(eg, if options, exercise price and (b) Options with an exercise price of $0.20
expiry date; if partly paid expiring 31 December 2014.
+securities, the amount outstanding (c) 5,617,978 convertible notes at a
and due dates for payment; if conversion price equal to (the loan
+convertible securities, the amount converted x 2.1)/ (price per
conversion price and dates for Ordinary Share on Johannesburg Stock
conversion) Exchange (JSE)), where the price per
Ordinary Shares is (5 day JSE VWAP x
80%). The repayment date is 30
November 2014 and interest is LIBOR
+ 12%.
+ See chapter 19 for defined terms.
Appendix 3B Page 2 01/08/2012
4 Do the +securities rank equally in (a) Yes
all respects from the date of (b) Yes
allotment with an existing +class of (c) No. The convertible notes issued will
quoted +securities? not participate in dividends until shares
are issued upon conversion of the
If the additional securities do not convertible notes.
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 (a) ZAR10,000,000 in relation to 5,617,978
Ordinary Shares (Placement 1);
$140,000 in relation to 700,000
Ordinary Shares (Placement 3) and
1,875,000 Ordinary Shares issued in
lieu of amount owing to Celtic Capital
Pty Ltd (Celtic Services).
(b) Nil, issued free under Placement 1.
(c) Issue ZAR 1.78 (Placement 2).
6 Purpose of the issue (a) Working Capital and to satisfy amounts
(If issued as consideration for the owing for services provided by Celtic
acquisition of assets, clearly Capital Pty Ltd.
identify those assets) (b) Working Capital.
(c) Working Capital.
6a Is the entity an +eligible entity that Yes.
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
28 November 2013.
resolution under rule 7.1A was
passed
6c Number of +securities issued (a) 27,000,000 Unlisted Options with an
without security holder approval exercise price of $0.30 expiring 31
under rule 7.1 December 2016 (Consultancy
Options).
(b) 5,617,978 Ordinary Shares under
Placement 1.
(c) 5,617,978 Convertible Notes.
(d) 209,016 Ordinary Shares in lieu of
Celtic Services.
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 3
Appendix 3B
New issue announcement
6d Number of +securities issued with (a) 1,665,984 Ordinary Shares issued in
security holder approval under rule lieu of Celtic Services and 700,000
7.1A issued under Placement 3.
(b) 7,441,573 Listed Options.
6e Number of +securities issued with 48,000,000 Unlisted Options with an exercise
security holder approval under rule price of $0.30 expiring 31 December 2016 -
7.3, or another specific security shareholder approval on 28 November 2013.
holder approval (specify date of
meeting)
6f Number of securities issued under 71,790,023
an exception in rule 7.2
6g If securities issued under rule -Yes
7.1A, was issue price at least 75% -Issue Date – 18 December 2013
of 15 day VWAP as calculated -VWAP – 17.94
under rule 7.1A.3? Include the -75% of VWAP – 13.46
issue date and both values. -Source - IRESS
Include the source of the VWAP
calculation.
6h If securities were issued under rule 18 December 2013. See Annexure 2 of this
7.1A for non-cash consideration, Appendix 3B.
state date on which valuation of
consideration was released to ASX
Market Announcements
6i Calculate the entity’s remaining
issue capacity under rule 7.1 and 7.1 – Nil
rule 7.1A – complete Annexure 1 7.1A – 15,882,424
and release to ASX Market
Announcements
7 Dates of entering +securities into 18 December 2013
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class of all 139,492,790 Ordinary Shares
+securities quoted on ASX
(including the securities in section
2 if applicable)
11,192,823 Listed Options
exercisable at $0.20
on or before
31/12/2014
+ See chapter 19 for defined terms.
Appendix 3B Page 4 01/10/2013
Number +Class
9 Number and +class of all 68,712 Unlisted Options
+securities not quoted on ASX exercisable at $12 on
(including the securities in section or before 31/03/2014
2 if applicable)
23,187,500 Unlisted Options
exercisable at $0.20
on or before
31/12/2014 (1,772,355
of which are escrowed
until 11 April 2014 and
11,727,645 of which
are escrowed until 25
September 2015)
25,000,000 Unlisted Options
exercisable at $0.20
on or before
31/12/2016 (escrowed
24 months from
quotation - 25/9/2013)
125,000,000 Ordinary Shares
(escrowed until 9 April
2014).
75,000,000 Unlisted Options
exercisable at $0.30
on or before
31/12/2016.
5,617,978 Convertible Notes at a
conversion price equal
to (the loan amount
converted x 2.1)/
(price per Ordinary
Share on
Johannesburg Stock
Exchange (JSE)),
where the price per
Ordinary Shares is (5
day JSE VWAP x
80%).
10 Dividend policy (in the case of a N/A
trust, distribution policy) on the
increased capital (interests)
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 5
Appendix 3B
New issue announcement
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
entitlements N/A
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
24 Amount of any handling fee N/A
payable to brokers who lodge
acceptances or renunciations on
behalf of +security holders
+ See chapter 19 for defined terms.
Appendix 3B Page 6 01/10/2013
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
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
? the securities are and the number andthe names of the 20 largest holdersheld the
35 If + +
equity securities, of
+
additional securities, percentage of additional securities by +
those holders
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 7
Appendix 3B
New issue announcement
? the securities out theequity securities, aindistribution schedule
36 If + are + of the additional
+
securities setting number of holders the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
+securities
37
?copy of any trust deed for the additional
A
+ See chapter 19 for defined terms.
Appendix 3B Page 8 01/10/2013
Entities that have ticked box 34(b)
38 Number of securities for which N/A
+quotation is sought
39 Class of +securities for which N/A
quotation is sought
40 Do the +securities rank equally in all N/A
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 N/A
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 N/A
quoted on ASX (including the
securities in clause 38)
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 9
Appendix 3B
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.
Sign here: Jonathan Hart Date: 20 December 2013
(Company Secretary)
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 10 01/10/2013
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A
for +eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid ordinary 32,630,122
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 71,790,023
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with 151,879,667
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary N/A
securities cancelled during that 12 month
period
“A” 256,299,812
+ See chapter 19 for defined terms.
26/04/2013 Appendix 3B Page 11
Appendix 3B
New issue announcement
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 38,444,972
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of equity securities issued or 27,000,000 Consultancy Options
agreed to be issued in that 12 month period
5,617,978 Ordinary Shares under
not counting those issued:
Placement 1.
• Under an exception in rule 7.2
5,617,978 Convertible Notes.
• Under rule 7.1A
209,016 Ordinary Shares in lieu of Celtic
• With security holder approval under rule Services.
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” 38,444,972
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 38,444,972
Note: number must be same as shown in
Step 2
Subtract “C” 38,444,972
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” Nil
[Note: this is the remaining placement
capacity under rule 7.1]
+ See chapter 19 for defined terms.
Appendix 3B Page 12 01/10/2013
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
“A” 256,299,812
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 25,629,981
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
1,665,984 Ordinary Shares issued in lieu of
Notes:
Celtic Services.
• This applies to equity securities – not
just ordinary securities 7,441,573 Listed Options.
• Include here – if applicable – the
securities the subject of the Appendix 700,000 Ordinary Shares
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” 9,807,557
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
capacity under rule 7.1A
“A” x 0.10 25,629,981
Note: number must be same as shown in
Step 2
Subtract “E” 9,807,557
Note: number must be same as shown in
Step 3
15,822,424
Total [“A” x 0.10] – “E”
Note: this is the remaining placement
capacity under rule 7.1A
+ See chapter 19 for defined terms.
26/04/2013 Appendix 3B Page 13
Appendix 3B
New issue announcement
Appendix 3B – Annexure 2
Assumptions for Options Valuation:
Valuation date 18 December 2013
Market price of Shares 18 cents
Exercise price 20 cents
Expiry date (length of time from issue) 31 December 2014
Risk free interest rate 2.60%
Volatility (discount) 100%
Indicative value per Option 6.58 cents
Total Value of Options $489,321.21
Assumptions for Shares for Non – Cash Valuation:
Valuation date 18 December 2013
No. of Shares 1,665,984
Market Price of Shares 18 cents
Total Value of Shares $299,877.12
20 December 2013
JSE Sponsor
The Standard Bank of South Africa Limited
+ See chapter 19 for defined terms.
Appendix 3B Page 14 01/10/2013
Date: 20/12/2013 01:07:00 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,
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