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THE WATERBERG COAL COMPANY LTD - Information required under ASX listing rule 3.10.5A

Release Date: 01/08/2014 07:05
Code(s): WCC     PDF:  
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Information required under ASX listing rule 3.10.5A

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                      (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)
Appendix 3B
New issue announcement



 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

 6c   Number of +securities issued                (a) 6,200,000 Ordinary Shares to Investec
      without security holder approval                Asset Management Proprietary Limited
      under rule 7.1                              (b) 7,440,000 Unlisted Options to Investec
                                                      Asset Management Proprietary Limited
                                                      with an exercise price of ZAR 1.78
                                                      expiring 31 December 2014.
                                                  (c) 800,000 Ordinary Shares to Bronze
                                                      Services Ltd
                                                  (d) 800,000 Listed Options (WCCO) to
                                                      Bronze Services Ltd.
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 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
     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
Appendix 3B
New issue announcement



                                             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
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
Appendix 3B
New issue announcement


 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
                 5,001 - 10,000
      10,001 - 100,000
      100,001 and over

                                                  +securities
37
     ?copy of any trust deed for the additional
     A
Appendix 3B
New issue announcement


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)
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: 17 March 2014
                    (Company Secretary)

                                                 == == == == ==
Appendix 3B
New issue announcement



                      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


17 March 2014

JSE Sponsor
The Standard Bank of South Africa Limited
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]




Part 2
      Rule 7.1A – Additional placement capacity for eligible entities
Appendix 3B
New issue announcement


 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


1 August 2014

Sponsor
The Standard Bank of South Africa Limited
Date: 01/08/2014 07:05:00 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,
 information disseminated through SENS.

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