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SAVANNAH GOLDFIELDS LIMITED Capital/Financing Update 2004

Oct 6, 2004

65880_rns_2004-10-06_cde770bb-5a22-4108-a1ef-de541748ab40.pdf

Capital/Financing Update

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RENISON CONSOLIDATED MINES NL

ACN 003 049 714

Mail Address GPO Box 5268 Brisbane Qld 4001 Level 5, Santos House 60 Edward Street Brisbane Qld 4000

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

ASX ANNOUNCEMENT - 7 OCTOBER 2004

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

77,826 Convertible Notes (RSNG) $\bullet$

For and on behalf of the Board

JPK Marshall Company Secretary Brisbane, 7 October 2004

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 March 2007 \$1 Convertible Notes (RSNG) issued
  • $\overline{2}$ 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)

77,826

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?
Yes
If the additional securities do not
rank equally, please state:
the date from which they do
٠
extent
to
which
the
they
٠
participate for the next dividend,
of a
(in-
the
case
trust.
distribution) or interest payment
the extent to which they do not
٠
rank equally, other than in
relation to the next dividend.
distribution or interest payment
5 Issue price or consideration Notes (RSNG) in accordance with Interest
Reinvestment Plan
Issue of 77,826 March 2007 \$1 Convertible
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Notes (RSNG) in accordance with Interest
Reinvestment Plan
Issue of 77,826 March 2007 \$1 Convertible
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
7 October 2004
Number *Class
8 Number
and
†class
оf
all
ASX
*securities quoted on
(including the securities in clause
2 if applicable)
236,029,656
152,500,000
Ordinary Shares
fully paid (RSN)
Ordinary Shares
partly paid to 3 cents
3,271,685 (RSNCD)
Convertible Notes
$( $1.00)$ (RSNG)
Number *Class
9 + class
Number
and
of
all
"securities not quoted on ASX
8,000,000 30/6/07 12.5 cent
(including the securities in clause
2 if applicable)
6,000,000 Options
30/6/07 15 cent
Options
6,000,000 30/6/07 17.5 cent
Options
8,044,981 Convertible Notes
(11 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

$\overline{11}$ holder
security
approval
ls
required?
12 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
ŧο
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
he –
sent
issue
new
documents
Note: Security holders must be told 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 $(a)$ $\mathbf{x}$
  • All other securities $(b)$

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

  • 35 If the *securities are *equity securities, the names of the 20 largest holders of the 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
participate for the next dividend,
the case
of
(in ≡
trust.
$\mathbf{a}$
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
οf
another security, clearly identify that
other security)
Number + Class
42 Number and $\pm$ class of all $\pm$ securities
quoted on ASX (including
the

Ouotation agreement

securities in clause 38)

  • $\mathbf{1}$ *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: 7 October 2004 (Company Secretary)

$\Rightarrow$ $\Rightarrow$ $\Rightarrow$ $\Rightarrow$ $\Rightarrow$ $\Rightarrow$

Definitions

Conditions of Issue

Company means Renison Consolidated Mines NL ABN 75 003 049 714

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 the formula for the conversion of the Convertible Notes into Ordinary Shares in the Company set out in these Conditions of Issue.

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 1 June 2003 to 30 September 2003.

Interest Payment Date means each of the following dates 7 October 2003, 7 April 2004, 7 October 2004, 7 April 2005, 7 October 2005, 7 April 2006, 7 October 2006.

Interest Period means the Initial Interest Period and each of the six monthly periods from 1 October 2003 to the Redemption Date. Redemption Date means 31 March 2007.

Shares means fully paid ordinary shares in the capital of the Company.

Six Monthly Gold Price means the average Australian dollar gold price for the Interest Period by reference to the Perth Mint closing price, or the nearest equivalent thereto, as published from time to time in the Australian Financial Review.

Six Monthly Interest Rate means the greater of 10% or (10 + (Six Monthly Gold Price - 550)/50)% per annum.

Term means the period from the 1 June 2003 to the Redemption Date.

Interest

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

The Note Holder may Convert the Application Moneys and interest accrued but unpaid thereon 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. In the event of a Conversion pursuant to this clause Interest will be payable on the Application Moneys from the date of the last interest payment to the date of Conversion.

Conversion Formula

The number of Ordinary Shares to be issued to the Noteholder on conversion of the Convertible Note will be determined in accordance with the following formula: 1 Convertible Note: 20 Ordinary Shares

Unpaid interest will be converted at the rate of 20 Ordinary shares for each \$1 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.

Sinking Fund and Interest Retention Account

To facilitate the repayment to the Note Holders in the event of the redemption of the Convertible Notes the Company will on the first, second and third anniversaries of the Subscription Dates deposit into a trust account maintained by a third party on trust for the Note Holders an amount equal to 15% of the value of the Convertible Notes issued and outstanding. Amounts held in this trust account are held on trust for the benefit of the Note Holders and will be applied towards the repayment of the Note Holders in the event of Redemption of the Convertible Notes. The trustee is authorised by the parties to invest these funds and interest accrued will be retained as part of this sinking fund. In the event the amount held in this sinking fund exceeds 15 %, 30%, or 45% as the case may be of the value of the Convertible Notes the Company is authorised to withdraw that amount by which the value of the sinking fund exceeds the required level of retentions in the sinking fund. All moneys held in this account will be credited to the Company following the Conversion of all Convertible Notes.

Whilst any Convertible Notes have not been redeemed or converted the Company will maintain a separate bank account which will all times hold funds equivalent to the maximum interest payments which the Company may be required to make to Note Holders in the succeeding 12 month period provided that the interest rate used for the purpose of calculating this amount will not exceed 10%.

Governing Law

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

Consent To Become A Member

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

Ranking

The claims of Note Holders rank after secured claims and obligations preferred under the law, but before claims of shareholders 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.