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SAVANNAH GOLDFIELDS LIMITED Capital/Financing Update 2004

Dec 13, 2004

65880_rns_2004-12-13_7bd8eeb6-a8e0-4996-b8c4-c6d0880ecba5.pdf

Capital/Financing Update

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RENISON CONSOLIDATED MINES NL

ACN 003 049 714

Mail Address GPO Box 5268 Brisbane Old 4001 Level 5. Santos House 60 Edward Street Brisbane Old 4000

Phone: (07) 3303 0630 Fax: (07) 3303 0601 Email: [email protected]

ASX ANNOUNCEMENT - 14 DECEMBER 2004

Please find attached an Appendix 3B in relation to the issue of the following unlisted securities being issued upon re-investment of interest payable on unlisted convertible notes:

71.265 February 2005 Convertible Notes (RSNAO)

INFORMATION NOTIFICATION

Renison Consolidated Mines NL notifies ASX that the above securities have been issued without disclosure to investors under Part 6.2D of the Corporations Act 2001 (Cwth) ("the Act)". As at the date of this notice the Company has complied the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act. This notice is given under section $708A(5)(e)$ of the Act.

For and on behalf of the Board

JPK Marshall Company Secretary

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

RENISON CONSOLIDATED MINES NL

ABN

75 003 049 714

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).

$\mathbf{I}$ +Class of +securities issued or to be issued Notes (RSNAO)

71,265

  • $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
  • 3 Principal terms of the *securities (eg, 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)

Unlisted February 2005 11 cent Convertible

Convertible Notes (see attached Conditions of Issue).

4 Do the securities rank equally in all
respects from the date of allotment
with an existing "class of quoted
securities?
No - securities are not quoted.
If the additional securities do not
rank equally, please state:
the date from which they do
extent to
which
the
they
٠
participate for the next dividend,
the
case
(in
оf
a
trust,
distribution) or interest payment
the extent to which they do not
۰
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5 Issue price or consideration Issue of 71,265 Unlisted February 2005 11
cent Convertible Notes (RSNAO) in
accordance with Interest Reinvestment Plan
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Issue of 71,265 Unlisted February 2005 11
cent Convertible Notes (RSNAO) in
accordance with Interest Reinvestment Plan
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
14 December 2004
Number *Class
8 Number
+ class
all
and
οf
*securities
quoted
ASX.
on
(including the securities in clause
2 if applicable)
244,732,836
152,500,000
Ordinary Shares
fully paid (RSN)
Ordinary Shares
partly paid to 3 cents
(RSNCD)
3,626,685 Convertible Notes
(\$1.00) (RSNG)
Number *Class
9 + class
Number
and
οf
all
*securities not quoted on ASX
(including the securities in clause
2 if applicable)
8,000,000 30/6/07 12.5 cent
6,000,000 Options
30/6/07 15 cent
Options
6,000,000 30/6/07 17.5 cent
7,316,246 Options
Convertible Notes
$(11 \text{ cents})$ (RSNAO)
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/A

Part 2 - Bonus issue or pro rata issue

11 security
holder
approval
Is
required?
$12^{\circ}$ Is the issue renounceable or non-
renounceable?
13 Ratio in which the "securities will
be offered
14 Class of securities to which the
offer relates
15 *Record
determine
date
to
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has *security holders who
will not be sent new
issue
documents
Note: Secarity holders must be fold how their
entitlements are to be dealt with Cross reference:
rule 7.7.
19 Closing
date
for
οf
receipt
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee or
commission
22 Names of any brokers to the issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling
fee
payable to brokers who lodge
acceptances or renunciations on
behalf of *security holders
25 If the issue is contingent on
*security holders' approval, the date
of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27 If the entity has issued options, and
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
applicable)
29. Date rights trading will end (if
applicable)
30 How do *security holders sell their
entitlements in full through a
broker?
31 How do *security holders sell part
of their entitlements through a
broker and accept for the balance?
32 How do *security holders dispose
of their entitlements (except by sale
through a broker)?
33 *Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities $(iick one)$
  • Securities described in Part 1 $(a)$
  • $(b)$ 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

  • If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
  • 36 If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over
  • 37 A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

  • 38 Number 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 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
extent to
which
the
they
٠
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
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 Number and class of all securities
quoted on ASX (including the
securities in clause 38)
Number + Class

Ouotation agreement

  • $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
  • $\overline{2}$ 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.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.
  • $\overline{3}$ 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.
  • $\overline{4}$ 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: JPK Marshall Date: 14 December 2004 (Company Secretary)

$=$ $=$ $=$ $=$ $=$ $=$ $=$

Conditions of Issue

Definitions

Company Conversion Formula means 1 Convertible Note converting into (11/ Redemption Share Price) Shares. Convert means the redemption of a Convertible Note in conjunction with the Company applying the principal amount

of that Convertible Note in subscription for Shares and Conversion will be construed accordingly. Conversion Formula means 1 Convertible Note to 1 Share.

Conversion Notice means a notice in the form set out on each Holding Statement.

Convertible Notes means Convertible Notes to be created and issued by the Company having the Conditions of Issue.

Initial Interest Period means the period from the Subscription Date to 31 August 2004.

Interest Payment Dates means 14 days after end of each Interest Period.

Interest Periods means the Initial Interest Period, the period from 1 September 2004 to 30 November 2004, and the period from 1 December 2004 to the Redemption Date.

Redemption Date means 28 February 2005.

Redemption Share Price means 90% of the volume weighted average price (in cents per share) of the Shares traded on ASX for the 10 trading days prior to Redemption Date.

Shares means fully paid ordinary shares in the capital of the Company (ASX Code: RSN).

Subscription Date means the date on which the Company receives the Application Moneys.

Interest Rate means 10% per annum.

Term means the period from the Subscription Date to the Redemption Date.

Issue Of Convertible Notes

The Note Holder subscribes for the Convertible Notes in the amount of the Application Moneys. The Company will issue to the Note Holder the Convertible Notes within 10 days of the Subscription Date. The Convertible Notes are issued on the terms and conditions set out in theses Conditions of Issue.

Ouotation

The Company will not seek the quotation of the Convertible Notes on the Australian Stock Exchange Ltd.

Interest

The Company will pay interest for each Interest Period on each Interest Payment Date on the Application Moneys at Interest Rate.

The Note Holder may elect to receive the value of the interest payment in Convertible Notes issued at their face value and otherwise upon the same terms and conditions as their existing notes. Such election must be made at least 7 days prior to each Interest Payment Date.

Conversion

  • $\overline{a}$ The Note Holder may Convert the Convertible Notes into shares in the Company in accordance with the Conversion Formula at any time during the Term by providing a Conversion Notice to the Company
  • $b)$ The Company may at the Redemption Date Convert the Convertible Notes into shares in the Company in accordance with the Company Conversion Formula. If this Conversion requires the approval of the Company's shareholders the Company will convene a meeting of its shareholders for this purpose and will not be required to Convert or redeem the Convertible Notes until shareholder approval is obtained. If shareholder approval is not obtained to the Conversion the Company will immediately redeem the Convertible Notes.
  • In the event of a Conversion interest will be payable on the Application Moneys from the date of the last $c$ interest payment to the date of Conversion.
  • $d\lambda$ Any unpaid interest at the date of any Conversion will be Converted at the rate of 1 Share for each \$0.11 of interest that has accrued on the Convertible Notes but not been paid as at Conversion.

Redemption

If the Convertible Notes are not earlier converted then the Company will redeem the Convertible Notes at the Redemption Date by repayment to the Note Holder of the Application Moneys and all unpaid interest.

Further Encumbrances

In the event that subsequent to the issue of the Convertible Notes the Company grants a charge, encumbrance or other form of registrable security over the Company's assets existing at the time of issue of the Convertible Notes then the Note Holder will be entitled to immediately require the Company to redeem the Convertible Notes.

Consent To Become A Member

The Note Holder acknowledges and agrees that upon Conversion, the Note Holder will become a member of the Company.

Discharge and Release

The Company will immediately be discharged and released from its liabilities, obligations and covenants under this Deed in respect of any Convertible Note on the first to occur of the redemption or Conversion of the Convertible Notes.

Governing Law

This Schedule shall be governed by and construed in accordance with the laws of Queensland.