RESOURCE GENERATION LIMITED 
By Rule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement, application for quotation of additional securities and agreementInformation 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 0 1/ 0 7/ 96 O rigin: A ppendix 5 A mended 0 1/ 0 7/ 9 8, 0 1/ 09/ 99 , 01/ 07/ 0 0, 3 0/ 0 9/ 0 1, 11/ 03/ 02, 0 1/ 01/ 03,
24/ 10/ 0 5, 01/ 08/ 12, 04/ 03/ 13
N ame of entity
Resource Generation Limited
A BN
91 059 950 337
We (the entity) give A SX the following information.
Part 1 - All issuesYou must complete the relevant sections (attach sheets if there is not enough space).
1 + Class of + securities issued or to be issued
Performance share rights
2 N umber of + securities issued or to be issued ( if known) or maximum number which may be issued
20,700,000 performance share rights
3 Principal terms of the + securities ( e.g. 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)
Performance share rights to receive 1 ordinary share per performance right at a nil exercise price, subject to meeting the following performance conditions:
• 50% exercisable upon achievement of debt, equity and/or other funding arrangements that enable commencement of construction of all material components of the Boikarabelo project and the Board being satisfied acting reasonably that any remaining funding required for the completion of the project is obtainable on reasonable commercial terms in due course; and
• 50% exercisable upon production of first
100,000 tonnes of ROM coal from the Boikarabelo mine, provided that the Board is satisfied acting reasonably that the construction of the Boikarabelo mine has been completed within a reasonable time compared to the targeted completion date and at a cost that has been appropriately controlled by the Company's management.
The Performance Conditions must be satisfied on or before 31 December 2017.
4 Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities?
If the additional + securities do not rank equally, please stat e:
• 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
No, the terms are as above. Once exercised into fully paid ordinary shares they will rank equally with existing fully paid ordinary shares.
5 Issue price or consideration Nil
+ See chapter 1 9 for defined terms.
A ppendix 3 B Page 2 04/ 03/ 2013
6 Purpose of the issue
( If issued as consideration for the acquisition of assets, clearly identify those assets)
Performance share rights issued as part of the company's Employee Share Plan as approved by shareholders at the AGM held on 24
October 2011 and, for the executive directors included in the above issue, at the AGM on 29
November 2013
6a Is the entity an + eligible entity No that has obt ained security holder approval under rule 7 .1 A ?
If Yes, complete sections 6b -
6 h in relation to the +securities the subject of this Appendix 3B, and comply with section 6 i
6b The date the security holder resolution under rule 7 .1 A was passed
N/A
6c N umber of + securities issued without security holder approval under rule 7 .1
N/A
6d N umber of + securities issued with security holder approval under rule 7 .1 A
N/A
6e N umber of + securities issued with security holder approval under rule 7 .3 , or another specific security holder approval ( specify date of meeting)
N/A
6f N umber of + securities issued under an exception in rule 7 .2
N/A
6g If + securities issued under rule
7 .1 A , was issue price at least
75% of 15 day V WA P as calculated under rule 7 .1 A .3 ? Include the + issue date and both values. Include the source of the V WA P calculation.
N/A
6h If + securities were issued under rule 7 .1 A for non-cash consideration, state date on which valuation of consideration was released to A SX M arket A nnouncements
N/A
6i Calculate the entity' s remaining issue capacity under rule 7 .1 and rule 7 .1 A - complete A nnexure 1 and release to A SX M arket A nnouncements
N/A
7 + Issue dates
N ote: The issue date may be prescribed by A SX ( refer to the definition of issue date in rule 1 9.12) . For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in A ppendix 7A .
Cross reference: item 3 3 of A ppendix 3 B.
28 January 2014
8 N umber and +class of all
+securities quoted on A SX ( including the +securities in section 2 if applicable)
9 N umber and +class of all
+securities not quoted on A SX ( including the +securities in section 2 if applicable)
10 Dividend policy ( in the case of a trust, distribution policy) on the increased capital ( interests)
Not applicable
Part 2 - Pro rata issue
11 Is security holder approval required?
N/A
12 Is the issue renounceable or non- renounceable?
N/A
13 Ratio in which the +securities will be offered
N/A
14 +Class of +securities to which the offer relates
N/A
15 +Record date to determine entitlements
N/A
+ See chapter 1 9 for defined terms.
A ppendix 3 B Page 4 04/ 03/ 2013
16 Will holdings on different registers ( or subregisters) be aggregated for calculating entitlements?
N/A
17 Policy for deciding entitlements in relation to fractions
N/A
18 N ames of countries in which the entity has security holders who will not be sent new offer documents
N ote: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
N/A
19 Closing date for receipt of acceptances or renunciations
N/A
20 N ames of any underwriters N/A
21 A mount of any underwriting fee or commission
N/A
22 N ames of any brokers to the issue N/A
23 Fee or commission payable to the broker to the issue
N/A
24 A mount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
N/A
25 If the issue is contingent on security holders' approval, the date of the meeting
N/A
26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
N/A
27 If the entity has issued options, and t he terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
N/A
28 Date rights trading will begin ( if applicable)
N/A
29 Date rights trading will end ( if applicable)
N/A
30 How do security holders sell their entitlements in full through a broker?
N/A
31 How do security holders sell part of their entitlements through a broker and accept for the balance?
N/A
32 How do security holders dispose of their entitlements ( except by sale through a broker) ?
N/A
33 +Issue date N/A
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) A ll 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 securitiesTick to indicate you are providing the information or documents
35 If the + securities are + equit y securities, the names of the 2 0 largest holders of t he additional +securities, and t he number and percentage of additional +securities
held by those holders
36 If the + securities are + equit y securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories
1 - 1,00 0
1,001 - 5,000
5,001 - 10,0 0 0
10,001 - 100,000
100,00 1 and over
+ See chapter 1 9 for defined terms.
A ppendix 3 B Page 6 04/ 03/ 2013
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 N umber of +securities for which
+quotation is sought
39 +Class of +securities for which quotation is sought
40 Do the +securities rank equally in all respects from t he +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 t hey 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 t han in relation to the next dividend, distribution or interest payment
41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
( if issued upon conversion of another +security, clearly identify that other +security)
42 N umber and +class of all
+securities quoted on A SX ( including the +securities in clause
38)
1 +Q uotation of our additional +securities is in A SX' s absolute discretion. A SX
may quote the +securities on any conditions it decides.
2 We warrant the following to A SX.
• 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.
• A n offer of the + securities for sale within 1 2 months after their issue will not require disclosure under section 70 7 (3 ) or section 1012C(6) of the Corporations A ct.
N ote: A n entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
• Section 7 24 or section 10 16 E of the Corporations A ct 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 , 73 8 or 10 16 F of the Corporations A ct 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 10 19B of the Corporations A ct at the time that we request that the + securities be quoted.
3 We will indemnify A SX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of t he warranties in this agreement.
4 We give A SX the information and documents required by this form. If any information or document is not available now, we will give it to A SX before
+quotation of the +securities begins. We acknowledge that A SX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: Date: 29 January 2014 (Director/ Company secretary)
Print name: STEPHEN JA M ES M A TTHEWS
+ See chapter 1 9 for defined terms.
A ppendix 3 B Page 8 04/ 03/ 2013
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