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Appendix 3B - New issue announcement, application for quotation of additional securities and agreement
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 - ASX
be issued (b) Ordinary Shares - JSE
(c) Listed Options (WCCO)
(d) Unlisted Options
2 Number of +securities issued or to (a) 800,000 Ordinary Shares.
be issued (if known) or maximum (b) 6,200,000 Ordinary Shares - JSE
number which may be issued (c) 800,000 Listed Options (WCCO)
(d) 7,440,000 Unlisted Options
3 Principal terms of the +securities (a) Fully paid Ordinary Shares - ASX
(eg, if options, exercise price and (b) Fully paid Ordinary Shares - JSE
expiry date; if partly paid (c) Listed Options with an exercise price of
+securities, the amount outstanding $0.20 expiring 31 December 2014
and due dates for payment; if (d) Unlisted Options with an exercise price
+convertible securities, the of ZAR 1.78 expiring 31 December
conversion price and dates for 2014
conversion)
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 1
4 Do the +securities rank equally in (a) Yes
all respects from the date of (b) Yes
allotment with an existing +class of (c) Yes
quoted +securities? (d) No. The Unlisted Options issued will
not participate in dividends until shares
If the additional securities do not are issued upon conversion of the
rank equally, please state: Unlisted Options.
? 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) $160,000 AUD
(b) ZAR 11,036,000
(c) Issued as free attaching options to the
share subscription as part of a)
(d) Issued as free attaching options to the
share subscription as part of b)
6 Purpose of the issue (a) Working Capital.
(If issued as consideration for the (b) Working Capital.
acquisition of assets, clearly (c) Working Capital.
identify those assets) (d) 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
+ See chapter 19 for defined terms.
Appendix 3B Page 2 01/10/2013
6c Number of +securities issued (a) 5,617,978 Ordinary Shares in return for
without security holder approval ZAR $10 million
under rule 7.1 (b) 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%). The repayment date of the
convertible notes is 30 November 2014
and the interest rate is LIBOR + 12%
(c) 209,016 Ordinary Shares in lieu of
Celtic Services
(d) 6,200,000 Ordinary Shares to Investec
Asset Management Proprietary Limited
(e) 7,440,000 Unlisted Options to Investec
Asset Management Proprietary Limited
with an exercise price of ZAR 1.78
expiring 31 December 2014.
(f) 800,000 Ordinary Shares to Bronze
Services Ltd
(g) 800,000 Listed Options (WCCO) to
Bronze Services Ltd.
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 to Bronze Services.
(b) 7,441,573 Listed Options (WCCO)
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 98,790,023
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 rule N/A
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 3
6i Calculate the entity’s remaining
issue capacity under rule 7.1 and 7.1 – 15,809,999
rule 7.1A – complete Annexure 1 7.1A – 18,522,424
and release to ASX Market
Announcements
7 Dates of entering +securities into 18 February 2014
uncertificated holdings or despatch
of certificates
Number +Class
8 Number and +class of all 146,492,790 Ordinary Shares
+securities quoted on ASX
(including the securities in section
2 if applicable)
11,992,823 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.
7,440,000 Unlisted Options
exercisable at ZAR
1.78 on or before
31/12/2014.
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)
Part 2 - Bonus issue or pro rata issue
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 5
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
25 If the issue is contingent on N/A
+security holders’ approval, the date
of the meeting
+ See chapter 19 for defined terms.
Appendix 3B Page 6 01/10/2013
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
. 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
+ See chapter 19 for defined terms.
26/04/13 Appendix 3B Page 7
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
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: 18 February 2014
(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 98,790,023
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” 283,299,812
+ See chapter 19 for defined terms.
26/04/2013 Appendix 3B Page 11
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 42,494,971
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 5,617,978 Ordinary Shares under
agreed to be issued in that 12 month period Placement 1.
not counting those issued:
5,617,978 Convertible Notes.
• Under an exception in rule 7.2
209,016 Ordinary Shares in lieu of Celtic
• Under rule 7.1A Services.
• With security holder approval under rule 6,200,000 Ordinary Shares to Investec
7.1 or rule 7.4 Asset Management Proprietary Limited
Note: 7,440,000 Unlisted Options to Investec
• This applies to equity securities, unless Asset Management Proprietary Limited with
specifically excluded – not just ordinary an exercise price of ZAR 1.78 expiring 31
securities December 2014.
• Include here (if applicable ) the
800,000 Ordinary Shares to Bronze
securities the subject of the Appendix
Services Ltd
3B to which this form is annexed
• It may be useful to set out issues of 800,000 Listed Options (WCCO) to Bronze
securities on different dates as separate Services Ltd.
line items
“C” 26,684,972
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 42,494,971
Note: number must be same as shown in
Step 2
Subtract “C” 26,684,972
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 15,809,999
[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” 283,299,812
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 28,329,981
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 28,329,981
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
18,522,424
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
18 February 2014
JSE Sponsor
The Standard Bank of South Africa Limited
+ See chapter 19 for defined terms.
Appendix 3B Page 14 01/10/2013
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