ASX Announcement 2 October 2014 ASX Waiver - Listing Rule 7.3.2

On 25 September 2014, Resource Equipment Limited (REL) announced that it had entered into an agreement to acquire Campbell Mining Services Pty Ltd (CMS) for the issue of
133,317,678 new shares in REL (Consideration Shares), subject to certain conditions being satisfied (Transaction).
The announcement also set out details of an earn-out under which CMS shareholders could be issued with up to 19,898,160 new shares in REL (Earn-Out Shares) if combined CMS and REL EBITDA for the 12 month period following completion achieved certain milestones.
The issue of the Consideration Shares and the Earn-Out Shares are subject to REL shareholder approval. In connection with this, REL applied to ASX for a waiver of Listing Rule 7.3.2 to the extent necessary to permit the notice of meeting seeking shareholder approval not to state that the Earn-Out Shares will be issued within 3 months after the date of the meeting.
REL has today received that waiver. The waiver has been granted on the following conditions:

The notice of meeting sets out in detail the milestones which must be satisfied prior to the issue of the Earn-Out Shares.

The milestones which must be satisfied for the Earn-Out Shares to be issued are not varied.

The Earn-Out Shares must be issued no later than 28 November 2016, subject to shareholder approval at the shareholders' meeting.

For any annual reporting period during which any of the shares have been issued or remain to be issued, REL's annual report must set out in detail the number of Earn-Out Shares issued in that annual reporting period, and the number of Earn-Out Shares that remain to be issued, and the basis on which those shares may be issued.


For any half year or quarter year report during which any of the Earn-Out Shares have been issued or remain to be issued, REL's interim report and quarterly activities report must include a summary statement of the number of Earn-Out Shares issued during the reporting period, and the number of Earn-Out Shares that remain to be issued, and the basis on which those shares may be issued.

Further Information:

Mr Michael Kenyon
Company Secretary
Resource Equipment Limited
Tel: (61 8) 6141 6500

distributed by