Abridged PLS - Secondary Listing - The Waterberg Coal Company ...

The Waterberg Coal Company Limited
(formerly Range River Gold Limited)
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC (previously RNG) | JSE: WCC | ISIN: AU000000WCC9
(“WCC” or “the Company”)
ABRIDGED PRE-LISTING STATEMENT – SECONDARY LISTING
This Abridged Pre-listing Statement is not an invitation to the public to subscribe for securities, nor a document
directly soliciting subscription for or inviting purchase of WCC shares by the public. Its purpose is to provide
relevant information to the public in connection with the secondary listing of the shares of the Company on the
Alternative Exchange (“AltX”) of the JSE Limited (“JSE”) and in compliance with the JSE Listings Requirements and
the Australian Securities Exchange Limited (“ASX”) Listing Rules (the “Listing”).
The information in this Abridged Pre-listing Statement has been extracted from the pre-listing statement issued by
WCC on 20 September 2013 (“Pre-listing Statement”) and should be read with that Pre-listing Statement.
1. Introduction
The Company does not have authorised share capital as is commonly understood in South Africa. It is
governed by the fundraising provisions contained in Chapter 6D of the Australian Corporations Act and by
the Listings Rules of the ASX. The ordinary shares of the Company have no nominal par value and are
recorded in the accounts of the Company at their issue price in AUSD. All of the ordinary shares rank pari
passu in respect of all rights. No shares are held in treasury.
The JSE has granted WCC a secondary listing by way of an introduction of up to 255,409,168 fully paid
ordinary shares of no fixed value on the AltX under the abbreviated name: “Waterberg”, JSE share code: WCC
and ISIN code: AU000000WCC9 with effect from the commencement of trade on Monday, 30 September 2013
(the “Listing Date”).
As WCC has a primary listing on the ASX and is required to report on a continuous basis, prospective
purchasers of shares in WCC are, in addition to reading the Pre-listing Statement, advised to consult both the
ASX website (www.asx.com.au) and the WCC website (www.waterbergcoal.com.au) for all pertinent, current
and historical information regarding WCC.
Trading of WCC shares on the ASX was voluntarily suspended on 15 March 2013 to allow WCC to complete
the suite of transactions set out in the Pre-listing Statement. The Listing is subject to the Company being readmitted
to the ASX, which is expected to be on Wednesday, 25 September 2013. The Listing is further subject
to a minimum capital raising of AUSD1,500,000 pursuant to an offer to the public of WCC shares and as set
out in a prospectus issued by the Company on 12 July 2013 and available on the WCC website.

2. History and business of WCC
WCC was incorporated in Victoria, Australia, on 18 July 1994 and is listed on the ASX. The principal activity
of the Company is exploration for coal, gold, copper and uranium. The Company is the registered owner of
certain prospective exploration tenements in South Australia.
On 12 and 17 December 2012, WCC announced a series of transactions which have resulted in its holding two
significant but differing interests relating to the exploration and mining of certain coalfields located in the
Waterberg area of Limpopo (the “Waterberg Project”). These are as set out below.
2.1. The Ariona Acquisition
WCC has completed the acquisition of 100% of the issued share capital of Ariona Company SA (“Ariona”),
a company registered in the Republic of Seychelles, which in turn has acquired 25% of Sekoko Coal
Proprietary Limited (“Sekoko”). Sekoko is the Black Economic Empowerment partner in an
unincorporated joint venture with Firestone Energy Limited (“FSE”) in respect of the Waterberg Project,
and is also the owner or joint owner of the mineral rights required for the Waterberg Project. FSE is a
company incorporated in Australia and listed on the ASX (with a secondary listing on the JSE).
2.2. The takeover offer in respect of FSE
At 22 August 2013, the last practicable date in respect of the Pre-listing Statement, WCC had acquired
approximately 45% of FSE:
directly, by way of a takeover offer in accordance with the Australian Corporations Act and the
Rules of the ASX; and
indirectly, by way of Ariona acquiring certain shares in FSE.
3. Rationale for the Listing
WCC is seeking a secondary listing on the AltX for the following reasons:
to facilitate the participation of FSE’s South African shareholders in the takeover offer in respect of FSE
referred to above;
to enable FSE’s shareholders through acceptance of the takeover offer to participate directly in Sekoko,
which holds the mineral rights in relation to the Waterberg Project; and
to encourage South African investors to invest in WCC, as the Company will have a significant
operational focus in South Africa.
4. Directors of WCC as at the Listing Date
The names, addresses, nationalities and roles of the directors of WCC are set out below:
Name & Nationality Business address Role
Brian McMaster -
Australian
Level 1
330 Churchill Avenue
Subiaco, WA 6008
Australia
Executive chairman
Stephen Miller -
Australian
Mayfair Apartment 34/3
Park Avenue
Crawley, WA 6009
Australia
Executive director

Jonathan Hart -
Australian
Daniel Crennan -
Australian
Francis Funston -
Australian
Level 1
330 Churchill Avenue
Subiaco, WA 6008
Australia
Level 21
181 William Street
Melbourne, VIC 3000
Australia
Level 1
330 Churchill Avenue
Subiaco, WA 6008
Australia
Executive director and
company secretary
Non-executive director
Executive financial director
5. Copies of Pre-listing Statement
The Pre-listing Statement is available in English only. Copies may be obtained from the Transfer Secretaries at
Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg and
the company’s corporate advisers, Bravura Equity Services Proprietary Limited, 23 Fricker Road, Ground
Floor, Office Suite 2, Illovo Boulevard, 2196. An electronic version will be made available on the Company’s
website (www.waterbergcoal.com.au).
Johannesburg
20 September 2013
Bravura
South African
Corporate advisers
Bowman Gilfillan Inc
South African Legal
Advisers
Moore Stephens
Independent Reporting
Accountants
Deloitte &Touche
Sponsor Services
Joint JSE Sponsor
Bravura
Joint JSE Sponsor