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THE WATERBERG COAL COMPANY LTD - Appendix 3B - New issue announcement

Release Date: 01/04/2014 07:39
Code(s): WCC     PDF:  
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Appendix 3B - New issue announcement

 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”)



                                                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                Unlisted Options - expiry
           be issued


 2         Number of +securities issued or to                   68,712
           be issued (if known) or maximum
           number which may be issued


 3         Principal terms of the +securities                   Unlisted Options $12, expiring 31 March 2014.
           (eg, 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)



+ See chapter 19 for defined terms.

26/04/13                                                                                                        Appendix 3B Page 1
Appendix 3B
New issue announcement



 4       Do the +securities rank equally in       N/A
         all 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

 5       Issue price or consideration             N/A


 6       Purpose of the issue                     N/A – expiry of options.
         (If issued as consideration for the
         acquisition of assets, clearly
         identify those assets)

 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             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

+ See chapter 19 for defined terms.

Appendix 3B Page 2                                                           01/10/2013
 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

 6i        Calculate the entity’s remaining       7.1 - Nil
           issue capacity under rule 7.1 and      7.1A – 14,332,423
           rule 7.1A – complete Annexure 1
           and release to ASX Market
           Announcements

 7         Dates of entering +securities into     Cancellation of the unlisted options is effective
           uncertificated holdings or despatch    immediately.
           of certificates


                                                  Number                   +Class
 8         Number and +class of all               173,932,790              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.

26/04/13                                                                            Appendix 3B Page 3
Appendix 3B
New issue announcement



                                                 Number        +Class

 9       Number and +class of all                23,187,500    Unlisted Options
         +securities not quoted on ASX                         exercisable at $0.20
         (including the securities in section                  on or before
         2 if applicable)                                      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)



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?



+ See chapter 19 for defined terms.

Appendix 3B Page 4                                                             01/10/2013
 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

 26        Date entitlement and acceptance                 N/A
           form and prospectus or Product
           Disclosure Statement will be sent to
           persons entitled




+ See chapter 19 for defined terms.

26/04/13                                                         Appendix 3B Page 5
Appendix 3B
New issue announcement


 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


              . 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
 35            
                                                   
                               
                   

            


               . If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories
 36           
                 
                
                 1 - 1,000
                 1,001 - 5,000
                 5,001 - 10,000
                 10,001 - 100,000
                 100,001 and over

                                                                             
 37
              A copy of any trust deed for the additional securities
               


+ See chapter 19 for defined terms.

Appendix 3B Page 6                                                                                                          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 7
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: 1 April 2014
                        (Company Secretary)

                                                     == == == == ==




+ See chapter 19 for defined terms.

Appendix 3B Page 8                                                                                                            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 9
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                           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:                                          800,000 Ordinary Shares to Bronze
 • This applies to equity securities, unless    Services Ltd
    specifically excluded – not just ordinary
                                                800,000 Listed Options (WCCO) to Bronze
    securities
                                                Services Ltd.
 • Include here (if applicable ) the
    securities the subject of the Appendix      7,440,000 Unlisted Options to Investec
    3B to which this form is annexed            Asset Management Proprietary Limited with
 • It may be useful to set out issues of        an exercise price of ZAR 1.78 expiring 31
    securities on different dates as separate   December 2014.
    line items
                                                15,809,999 Ordinary Shares under the
                                                Subscription Agreement

 “C”                                            42,494,971

 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”                                   42,494,971
 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 10                                                                 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             4,190,001 Ordinary Shares under the
 • Do not include equity securities issued       Subscription Agreement
    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”                                             13,997,558

 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”                                    13,997,558
 Note: number must be same as shown in
 Step 3
                                                 14,332,423
 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 11
Appendix 3B
New issue announcement


1 April 2014

JSE Sponsor
The Standard Bank of South Africa Limited





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