Wrap Text
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”)
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
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 Fully paid ordinary shares
be issued
2 Number of +securities issued or to
be issued (if known) or maximum 13,332,423
number which may be issued
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
3 Principal terms of the +securities
(e.g. if options, exercise price and Fully paid ordinary shares
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
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
5 Issue price or consideration $0.068
6 Purpose of the issue Placement to raise working capital
(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 250,669,690
without security holder approval
under rule 7.1
6d Number of +securities issued with 28,329,981
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 27 June 2014
7.1A, was issue price at least 75% 15 day VWAP = $0.065
of 15 day VWAP as calculated Issue price = $0.068
under rule 7.1A.3? Include the Tradingroom.com.au
+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 7.1 NIL
issue capacity under rule 7.1 and 7.1A NIL
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7 +Issue dates 27 June 2014
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 313,265,213 Ordinary shares
+securities quoted on ASX
(including the +securities in section 11,992,823
2 if applicable) Listed options
exercisable at $0.20
on or before
31/12/2014
Number +Class
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
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 (1,722,355
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)
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 x2.1)/(price
per Ordinary Share on
the Johannesburg
Stock Exchange (JS)),
where the price per
Ordinary Share 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 - 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 N/A
entitlements
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 offer 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
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
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 payable N/A
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 N/A
form and offer documents 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 of N/A
their entitlements through a broker
and accept for the balance?
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
32 How do security holders dispose of N/A
their entitlements (except by sale
through a broker)?
33 +Issue 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 ofofthe 20 largest holdersheld the
35 If + +
equity securities, of
+
additional securities, percentage 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
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.
04/03/2013 Appendix 3B Page 7
Entities that have ticked box 34(b)
38 Number of +securities for which 13,332,423
+quotation is sought
39 +Class of +securities for which Ordinary shares
quotation is sought
40 Do the +securities rank equally in all Yes
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 New issue
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 313,265,213 Ordinary shares
quoted on ASX (including the
+securities in clause 38)
11,992,823
Listed option
exercisable at $0.20
on or before
31/12/2014
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
Quotation agreement
1 +Quotationof 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.
Sign here: Edwin L. Boyd Date: 30 June 2014
(Company secretary)
== == == == ==
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13
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 the
+issue date or date of 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
shareholder approval 151,879,667
• 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
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013
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 5,617,978 Ordinary shares under Placement
or agreed to be issued in that 12 month 1
period 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 Asset
7.1 or rule 7.4 Management Proprietary Limited
Note: 800,000 Ordinary shares to Bronze Services
• This applies to equity securities, unless Ltd
specifically excluded – not just ordinary
securities 800,000 Listed Options (WCCO) to Bronze
• Include here (if applicable) the securities Services Ltd
the subject of the Appendix 3B to which
this form is annexed 7,440,000 Unlisted options to Investec Asset
• It may be useful to set out issues of Management Proprietary Limited with an
securities on different dates as separate exercise price of ZAR 1.78 expiring 31
line items December 2014.
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.
04/03/2013 Appendix 3B Page 11
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 1,665,984 Ordinary Shares issued in lieu of
or agreed to be issued in that 12 month Celtic Services.
period under rule 7.1A
7,441,573 Listed Options
Notes:
• This applies to equity securities – not 700,000 Ordinary Shares.
just ordinary securities
• Include here – if applicable – the 4,190,001 Ordinary Shares under the
securities the subject of the Appendix Subscription Agreement.
3B to which this form is annexed
• Do not include equity securities issued 1,000,000 Ordinary Shares.
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security 13,332,423 Ordinary Shares
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” 28,329,981
+ See chapter 19 for defined terms.
Appendix 3B Page 12 04/03/2013
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” 28,329,981
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E” NIL
Note: this is the remaining placement
capacity under rule 7.1A
30 June 2014
JSE Sponsor:
The Standard Bank of South Africa Limited
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 13
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