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RESOURCE GENERATION LIMITED - Execution of the Sixth Deed of Amendment and Restatement to the Facility Agreement

Release Date: 22/05/2019 08:01
Code(s): RSG     PDF:  
Wrap Text
Execution of the Sixth Deed of Amendment and Restatement to the Facility Agreement

    Resource Generation Limited
    Registered in Australia under the Corporations Act, 2001 (Cth) with
    registration number ACN: 059 950 337
    ISIN: AU000000RES1
    Share Code on the ASX: RES
    Share Code on the JSE: RSG
    (“Resource Generation” or the “Company”)

    22 May 2019
    ASX Announcement

    Execution of the Sixth Deed of Amendment and Restatement
    to the Facility Agreement
    Resource Generation Limited (ASX:RES) (ResGen or Company) announced to the
    market on 15 March 2019 that a conditional agreement had been reached with Noble
    Resources International Pte. Ltd. (Noble) to provide additional working capital through
    to 30 June 2019 by way of an amendment to the facility agreement originally entered
    into between Noble and Ledjadja Coal (Pty) Ltd (Ledjadja), which is the subsidiary
    through which ResGen holds its interest in the Boikarabelo Coal Mine project (Project),
    in March 2014 (Facility Agreement). ResGen is the guarantor of Ledjadja's obligations
    under the Facility Agreement.

    ResGen advises that the key terms of the amendments to the Facility Agreement have
    now been documented with Noble in the form of a Sixth Deed of Amendment and
    Restatement (Deed) that has been executed by the parties. These terms include the

          .      extending the current Working Capital Facility (a component of the Facility
                 Agreement) by an additional US$2.5m. The total commitment under the Facility
                 Agreement now totals US$44.4m;
          .      interest rate of 10.75% pa with penalty interest applicable on a default;

Resource Generation Australia (ACN 059 950 337)
c/o Level 1, 17 Station Road, Indooroopilly, QLD, 4068
GPO Box 126, Albion QLD 4010. Phone +27 (011) 010 6310 Fax +27 (086) 539 3792
Directors: Lulamile Xate (Chairman), Robert Croll, Dr. Konji Sebati,
Colin Gilligan, Leapeetswe Molotsane, Manish Dahiya, Peter Watson       
Acting CEO: Leapeetswe Molotsane
Company secretary: Mike Meintjes
.   amending the first date for repayment of the Facility from 30 June 2019 to 30
    September 2019;
.   the additional funds to be secured by the existing Share Pledge over ResGen's
    interest in 74% of the shares in Ledjadja Coal (Pty) Ltd, which are held by another
    ResGen subsidiary, Resgen Africa Holdings Limited. The granting of the Share
    Pledge as security for funds advanced under the Facility Agreement prior to this
    latest extension was approved by Shareholder at the AGM held on 30 November
.   satisfaction of certain conditions precedent to be able to commence drawdown of
    further funds under the Facility Agreement, including:
    a) such certifications and opinions as Noble may require;
    b) final board approval in writing for the funding of the Project from all members
           of the proposed Lending Syndicate by 29 March 2019 and, if not
           forthcoming, ResGen to facilitate a meeting between itself, Noble, the
           Industrial Development Corporation of South Africa Limited (IDC) and the
           other potential member of the Lending Syndicate to agree a way forward –
           this meeting has now been held, see the Quarterly Activities Report released
           to the market on 30 April 2019;
    c)     no later than 29 March 2019, Resgen to develop a high-level plan and
           timetable on the potential feasibility of executing a small-scale mining
           operation at the Boikarabelo Mine – this plan has been developed, see the
           Quarterly Activities Report released to the market on 30 April 2019;
    d) obtaining a waiver from the ASX (either unconditionally or on conditions
           satisfactory to the Lender (in its absolute discretion)) of ASX Listing Rule
           10.1 in respect of the increase effected by the Deed – this waiver has been
           obtained, see the announcement made to the market on 17 May 2019;
.   repayment of all of the further advances made by Noble under the Facility
    Agreement with accrued interest (Subsequent Advances) out of the first
    advance received under any project funding arrangement (at which point the
    Share Pledge must be released if required by the Project funders). The initial
    US$20m plus accrued interest to be repaid in equal monthly instalments of
    principal and interest to 31 March 2026;
.   ResGen convening a general meeting of its Shareholders no later than 31
    December 2019 to consider and, if thought fit, pass a resolution approving the
    increase in the amount secured under the Share Pledge granted to Noble to cover
    the advance of the additional US$2.5m under the Share Pledge and the exercise
    of any of the powers under the Share Pledge by Noble for the purposes of and in
    accordance with ASX Listing Rule 10.1; and
.   all costs associated with negotiation and documentation to be borne by ResGen
    or its subsidiaries.

                                                                                  PAGE 2
The Company currently expects to be able to meet all remaining conditions precedent
shortly so that the first drawdown of additional funds can still occur by the end of May

Lulamile Xate
For and on behalf of the Board

About Resgen:

Resource Generation Limited (Resgen) is an emerging ASX and JSE-listed energy company,
currently developing the Boikarabelo Coal Mine in South Africa’s Waterberg region. The Waterberg
accounts for around 40% of the country’s currently known coal resources. The Coal Resources
and Coal Reserves for the Boikarabelo Coal Mine, held through the operating subsidiary Ledjadja
Coal, were recently updated based upon a new mine plan and execution strategy. The Boikarabelo
Coal Resources total 995Mt and the Coal Reserves total 267Mt applying the JORC Code 2012
(ASX Announcement :23 January 2017- In accordance with Listing Rule 5.23.2 the Company
confirms that it is not aware of any new information that would impact on the Reported Coal
Resources and Coal Reserves). Stage 1 of the mine development targets saleable coal production
of 6 million tonnes per annum. Ledjadja Coal is a Black Economic Empowerment subsidiary (BEE)
operating under South Africa’s Broad-based Black Economic Empowerment Act, Section 9(5):
Codes of Good Practice.

ResGen’s primary shareholders are the Public Investment Corporation of South Africa (PIC), Noble
Group and Altius Investment Holdings.

For further information please contact:

Mike Meintjes, Company Secretary on or +61 413 706 143

Media enquiries:

South Africa: Marion Brower/ Charmane Russell on +27 11 880 3924

JSE Sponsor:

Deloitte & Touche Sponsor Services (Pty) Ltd

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