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SAVANNAH GOLDFIELDS LIMITED Capital/Financing Update 2005

Nov 24, 2005

65880_rns_2005-11-24_1da748e4-22c1-4ea9-9579-65b2501fe713.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 - 25 NOVEMBER 2005

Please find attached an Appendix 3B in relation to the issue of the following securities:

  • 270,607 Ordinary Shares (RSN) being issued as an establishment fee for the Tom's Gully Loan Facility entered into with NM Rothschild & Sons (Australia) Limited
  • 13,636,364 Unlisted 31 July 2006 25 cent options being issued, following the approval of $\bullet$ the issue at the Annual General Meeting held on 22 November 2005, to the investors who took part in a placement of ordinary shares completed in September in accordance with the placement agreements under which the investors subscribed for the shares.

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).

1 $\pm$ Class of $\pm$ securities issued or to be
issued
1. Ordinary shares and
Unlisted 31/7/06 25 cent options
2 Number of "securities issued or to
be issued (if known) or maximum
number which may be issued
270,607 Ordinary Shares
1.
13,636,364 Unlisted 31/7/06 25 cent
2.
options
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 31/7/06 25 cent options (see attached
terms and conditions)
4 Do the securities rank equally in all
respects from the date of allotment
with an existing "class of quoted
securitíes?
Yes for the ordinary shares
If the additional securities do not
rank equally, please state:
the date from which they do
extent to
which they
the.
participate for the next dividend,
€in
the
case
оfі
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
5 Issue price or consideration 18.48 cents per share
2.
nil
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
1.
Loan Facility entered into with NM
Rothschild & Sons
$\overline{2}$ .
September in accordance with the
placement agreements under which the
investors subscribed for the shares
An establishment fee for the Tom's Gully
Unlisted 31 July 2006 25 cent options being
issued to the investors who took part in a
placement of ordinary shares completed in
7 Dates of entering "securities into
uncertificated holdings or despatch
of certificates
25 November 2005
Number + Class
8 ÷ class
all
Number
and
οf
*securities
quoted
on.
ASX.
(including the securities in clause
2 if applicable)
313,873,944
152,500,000
3,098,663
Ordinary Shares fully
paid (RSN)
Ordinary Shares partly
paid to 4.5 cents
(RSNCE)
Convertible Notes
(\$1.00) (RSNG)
Number + Class
9 + class
Number
and
оf
all
securities not quoted on ASX
(including the securities in clause
2 if applicable)
13,636,364 31/7/06 25 cent
7,000,000 Options
30/6/07 12.5 cent
Options
5,000,000 30/6/07 15 cent
6,000,000 Options
30/6/07 17.5 cent
Options
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/A

$\overline{\overline{3}}$

Part 2 - Bonus issue or pro rata issue

11 security
holder
approval
Is
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
date
determine
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: Security holders must be told how their
entitlements are to be dealt with.Cross reference:
rule 7.7.
19 Closing
date
for
receipt
оf
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 - Ouotation of securities

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

  • $34$ Type of securities (tick one)
  • Securities described in Part 1 for the Ordinary Shares only $(a)$ $\mathbf{X}$
  • $(b)$ All other securities

Example: restricted securities at the end of the eserowed 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
  • A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

37

38 Number of securities for which 4quotation 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 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 $41$ 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 +securitie quoted on ASX (including the securities in clause 38)

Number + Class
3S

Quotation agreement

  • $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
  • $\mathcal{L}$ 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 ۰ *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.
  • 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: Date: 25 November 2005 JPK Marshall (Company Secretary)

TERMS OF UNLISTED 31/7/06 25 CENT OPTIONS

The following is a summary of the material terms of the Options to be issued in Renison Consolidated Mines NL (the Company):

  • The Options are options to subscribe for ordinary shares in the capital of the Company.
  • The exercise price of the Options is twenty five cents (\$0.25) per Option.
  • Shares issued on exercise of the Options will rank pari passu with all existing ordinary shares of the Company from the date of issue.
  • Subject to the Company's Constitution, the Corporations Act 2001 (Cth), the Listing Rules and the STC Settlement Rules, the Options shall be freely transferable. The Directors may decline to register any transfer of Options where permitted to do so under its Constitution or the ASX Listing Rules of the ASTC Settlement Rules including where:
  • The registration of the transfer would result in a contravention of or failure to observe the provisions of a law of a State or Territory of the Commonwealth:
  • The Company has a lien on the Options the subject of the transfer; or
  • More than 3 persons are to be registered as joint holders except in the case of executors or trustees of a deceased shareholder.
  • The Options may be exercised wholly or in part by notice in writing to the Company at any time on or before 31 July 2006 (Expiry Date) together with payment for the exercise price of \$0.25 per Option and the option certificate (if any) for those Options for cancellation by the Company.
  • The Options will not be quoted on the Australian Stock Exchange Limited (ASX).
  • Upon exercise of the Options, the Company will allot the number of shares the subject of any exercise notice, and apply at its cost for listing and quotation on the ASX of the shares allotted.
  • The Option holder will be permitted to participate in new issues of securities by the Company on the prior exercise of the Options, in which case the holder of the Options will be afforded the period of at least 14 days notice prior to and inclusive of the books closing date (to determine entitlements to the issue) to exercise the Options.
  • In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
  • the number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and
  • subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
  • If there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
  • The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the exercise price, increase the number of Options or change any period for exercise of the Options.