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SAVANNAH GOLDFIELDS LIMITED Capital/Financing Update 2004

May 18, 2004

65880_rns_2004-05-18_6f4013c5-b752-4c51-b421-76a66ac80684.pdf

Capital/Financing Update

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RENISON CONSOLIDATED MINES NL

ACN 003 049 714

M ail 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

19 May 2004

CAPITAL RAISING

The Directors of Renison Consolidated Mines N.L. are pleased to advise that the company has received firm commitments for a placement of convertible notes that will result in approximately \$1 million being raised by the company.

The funds raised by the placement will be utilised in funding the continuing Tom's Gully gold mine feasibility study, exploration programs underway at the Agate Creek and Steve's Hill gold projects and for general working capital purposes. The raising was undertaken by way of a convertible note issue to institutional and professional investors. The convertible notes have an issue price of 11 cents, a 10% pa yield, a term of 9 months, and have the right for the holder to convert the notes into ordinary shares at any time at a conversion price of 11 cents per share (ie convertible on a 1 for 1 basis).

Details of the placement are contained in the attached Appendix 3B – New Issue Announcement.

The Company's ongoing progress towards completion of the feasibility study at Tom's Gully and the recently commenced exploration programs at the Agate Creek and Steve's Hill projects continues the Company's rapid development as an emerging gold producer.

For and on behalf of the Board

JPK Marshall Company Secretary Brisbane, 18 May 2004

For further information contact:

Richard Seville or Stephen Bizzell Phone: (07) 3303 0630 Fax: (07) 3303 0601 E-Mail: [email protected]

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

Name of entity

IRENISON 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).

1 + Class of + securities issued or to be
issued
Convertible Notes
2 Number of + securities issued or to
be issued (if known) or maximum
number which may be issued
9,100,000
3 (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)
Principal terms of the + securities 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?
If the additional securities do not
rank equally, please state:
the date from which they do
No.
Ordinary Shares issued upon conversion of
the Convertible Notes will rank equally
with existing Ordinary Shares from date of
extent
to
which
they
the
participate for the next dividend,
the
case
(in
οf
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
issue.
5. Issue price or consideration 11 cents per Convertible Note
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Funds being raised for exploration and
development of the Company's gold
projects and for general working capital
purposes.
7 Dates of entering *securities into
uncertificated holdings or despatch
of certificates
27 May 2004
Number + Class
8 Number
class-
of
all
and
securities
ASX
quoted
on
(including the securities in clause
231,686,130
152,500,000
Ordinary Shares
fully paid (RSN)
Ordinary Shares
2 if applicable) partly paid to 3 cents
(RSNCD)
2,853,185 Convertible Notes
$( $1.00)$ (RSNG)
Number * Class
9 Number
+ class
of
all
and
*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
9,100,000 Convertible Notes
$(11 \text{ cents})$
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

$\mathbf{1}$ security
holder
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
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.
Ъe
issue
sent
new
documents
Note: Security holders must be told how their
entiffements are to be dealt with.
Cross reference: rule 7.7.
19 σf
Closing
date
for
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
$_{\rm OH}$
"security holders' approval, the date
of the meeting

$\frac{1}{4}$

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 $\beta$ 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 (tick one)
  • $(a)$ Securities described in Part 1
  • $(b)$ 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 conve

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 argest 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
٠
which
the
extent
$\mathfrak{t}_0$
they
participate for the next dividend,
the
case
of a
(in
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
issued upon conversion
(ii)
οf
another security, clearly identify that
other security)
42 Number and #class of all #securities
ASX
(including
the
auoted
on
Number + Class

Quotation 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 $\bullet$ illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the $\dot{}$ 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 $\bullet$ 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
  • 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.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ 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: 19 May 2004 (Company Secretary)

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Convertible Notes 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

The Note Holder may Convert the Convertible Notes into shares in the Company in accordance with the a) Conversion Formula at any time during the Term by providing a Conversion Notice to the Company

The Company may at the Redemption Date Convert the Convertible Notes into shares in the Company in bì 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) 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.