RESOURCE GENERATION LIMITED (ASX.RES)

company is now called FREEDOM CARE GROUP HOLDINGS LIMITED and is re-listed on ASX (code: FCG)

delisted by ASX under Listing Rule 17.12

we understand ASX removed the company from listing because its securities have been suspended from quotation for a continuous period of two years

The company lodges its Quarterly Activities Report.

The company releases a notice of application for quotation of securities.

The company's share capital following the 72:1 consolidation, as approved by shareholders at the General Meeting held on 27 May 2022, is 8,073,381 fully paid ordinary shares. The Top 20 shareholder list and the distribution of shareholdings following the share consolidation is released to the market.

The company releases an update on the consolidation of its securities. Shareholder approval was received for the share consolidation on 27 May 2022

The company releases the results of its meeting.

The company releases a notice of consolidation. Shareholders get 1 share for every 72 presently owned.

The company's general meeting will be held virtually on Friday, 27th May 2022 at 11:00 am (AEST).

The creditors at the 10 February 2022 meeting resolved that: ResGen execute a varied Deed of Company Arrangement; and William James Harris, Anthony Norman Connelly and Jason Preston be appointed Joint and Several Deed Administrators. The amended DOCA was executed by the Deed Administrators and Alt Finance Pty Ltd as the DOCA proponent on 10 February 2022, resulting in the variation to the initial DOCA.

ResGen intends to rely on the relief granted to certain bodies under administration in accordance with the Updated Instrument 2015/251, with respect to ResGen's financial reporting obligations and the requirements to hold an Annual General Meeting. ResGen is not required to perform the following financial reporting obligations for a period of 24 months from the initial appointment date of the external administrators, being until 2 July 2023 or earlier than 24 months if an early cessation event occurs. The requirement to hold an AGM are also deferred to until two months after the end of the Deferral Period, being 2 September 2023.

ResGen intends to rely on the relief granted to certain bodies under administration in accordance with RG 174.171 in respect of the requirements to hold an AGM. ResGen is currently required to hold an AGM by no later than 2 March 2022. The exclusive negotiations undertaken with an interested party with an interest in ResGen and its subsidiaries following the Expressions of Interest campaign have now ended. The interested party to date has not provided the Deed Administrators a formal proposal for the restructure or rearrangement of ResGen's business, property, and affairs.

The Deed Administrators entered into exclusive negotiations with an interested party with an interest in ResGen and its subsidiaries. The exclusive negotiations are being undertaken to seek to: obtain a formal proposal for the restructure or rearrangement of ResGen's business, property and affairs; and enable the Deed Administrators to report to creditors and allow creditors to consider:n the proposal; and whether to vary the "˜Holding' Deed of Company Arrangement, which was executed on 11 August 2021.

The Deed Administrators hereby give notice that ResGen intends to rely on the relief granted to certain bodies under administration in accordance with s8(1)(a) of Instrument 2015/251 in respect of the requirements to report to members or lodge with ASIC audited annual financial reports for the period ended 30 June 2021. ResGen is not required to lodge with ASIC and report to members its audited financial reports for the financial year ended 30 June 2021 for a period of 6 months from the initial appointment of the Administrators, being until 2 January 2022.

The company has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2022, and the entity's securities are already suspended from quotation.

Creditors resolved at the Second Meeting of Creditors held on 6 August 2021 that ResGen execute the "˜Holding' Deed of Company Arrangement proposed by the Voluntary Administrators. The DOCA was executed on 11 August 2021, resulting in the cessation of the Voluntary Administrators and the appointment of Jamie Harris, Anthony Connelly and Jason Preston as the Deed Administrators.

A second meeting of creditors has been convened for 6 August 2021.

Directors of Resource Generation Limited resolved on 2 July 2021 to appoint Jamie Harris, Jason Preston and Anthony Connelly as Voluntary Administrators. The Administrators are undertaking an urgent assessment of ResGen. A first statutory meeting of creditors must be held within eight business days after the administration begins and is expected to take place on 14 July 2021.

The company and its subsidiaries have requested a further extension of the first repayment date under the Tenth Deed of Amended and Restatement to the Facility Agreement. At the date of this announcement, ResGen is still in negotiations with Noble. The Noble Group is considering extending the loan repayment date pending progress on urgent discussions presently underway. The company has obtained a further extension to payment terms with key creditors associated with the old Mine Funding Package. These unsecured amounts total approximately R18,7m.

The company lodges its Quarterly Activities Report and Appendix 5B.

The Company has subsequently been advised by Noble that the Noble Board has carefully considered the progress of the ResGen strategic review and Noble's ability to continue funding the loan to Ledjadja, and has confirmed that they will not be providing any further approval for any further Subsequent Advances. The Board has entered into urgent discussions and is considering all options including the appointment of Administrators.

ASX has granted Resgen a waiver from complying with Listing Rule 10.1. This will enable the company to include the further US$0.993m in funding agreed with Noble under the security arrangements in the Tenth Deed of Amendment and Restatement of the Facility Agreement without first obtaining shareholder approval. The waiver includes a number of conditions which are set out in this market release. Resgen will proceed with satisfying the remaining drawdown conditions precedent to enable access to the additional funding.

In accordance with the ASX class waiver "˜Extended Reporting and Lodgment Deadlines' under listing rule 18.1 to give effect under the listing rules to the relief grant by ASIC under "ASIC Instrument 2020/1080' dated 25 November 2020, Resource Generation Limited advises that it will be relying on the benefit of the extension of the lodgment deadline for reviewed half year accounts to no later than 16 April 2021. In accordance with the ASX class waiver, the company has satisfied two conditions by: lodging unreviewed half year accounts for the period ended 31 December 2020 by the usual lodgment deadline of 16 March 2021; and advising that it will immediately release an announcement to the market if a material difference is identified between the unreviewed half year accounts and the reviewed half year accounts for the period ended 31 December 2020.

Resgen has reached in-principle agreement with Noble to provide additional working capital to its partly owned subsidiary, Ledjadja Coal, in the form of a further extension to the facility agreement dated 3 March 2014 as amended from time to time, including most recently the Ninth Deed of Amended and Restatement dated 11 December 2020. The Non-Executive Directors are continuing to waive entitlement to director fees for the period covered by the austerity operating budget. The company has also obtained a further extension to payment terms agreed with the key consultants associated with the Mine Funding Package through to 31 May 2021. The total unsecured amounts total approximately $18.7m.

The Strategic Review initiated in November 2021 was split into two phases. Phase 1 has taken longer than first expected but has recently been completed. Resgen is now executing Non-Disclosure Agreements with a number of interested parties ahead of providing access to the data-room. The additional financial support of US$920,000 has now been made available in three instalments to cover an austerity operating budget to progress the Strategic Review for the period through to 28 February 2021. The Company has recently approached Noble Group for additional working capital support based on an austerity budget covering the three month period from 1 March to 31 May 2021. Resgen has requested a further extension of the first repayment date under the Facility Agreement from 28 February 2021 to 30 June 2021. The Company has also obtained a further extension to payment terms agreed with the key consultants associated with the Mine Funding Package through to 31 May 2021. These unsecured amounts total approximately R18.7m.

The company releases the Results of the 2020 AGM.

The company releases its Chairman's AGM Address.

The company lodges its Quarterly Activities Report and Cashflow - December 2020.

The company releases a letter to its shareholders regarding the notice of 2020 AGM.

The company's AGM will be held at 3.00 pm (Brisbane time) on Friday 29 January 2021 at Christie Conference Centre, 320 Adelaide Street, Brisbane, Qld 4000.

The company releases its App 4G and Corporate Governance Statement - 30 June 2020.

The company lodges its Annual Report - 30 June 2020.

ASX has granted Resgen a waiver from complying with Listing Rule 10.1. This will enable the Company to include the further US$0.92m in funding agreed with Noble under the security arrangements in the Ninth Deed of Amendment and Restatement of the Facility Agreement without first obtaining Shareholder approval. The waiver includes a number of conditions which are set out in this market release. Resgen to proceed with satisfying the remaining drawdown conditions precedent to enable access to the additional funding.

The company lodges its Audited Annual Financial Statements - 30 June 2020.

The company has now executed the legal documentation to reflect the in-principle financial support agreed with the Noble Group in the form of a Ninth Deed of Amendment and Restatement to the Facility Agreement dated 3 March 2014 as amended from time to time. The agreed additional financial support of US$920,000 is to be made available in three instalments to cover an austerity operating budget for the period through to 28 February 2021. The Facility Agreement is conditional on obtaining a waiver from the ASX under Listing Rule 10.1 to enable additional security to be granted under the Share Pledge approved by Shareholders at the 2018 AGM. A Waiver Application has been lodged with the ASX and a response is anticipated in the coming week.

Resgen is now pleased to advise that it has reached in-principle agreement with Noble to provide additional working capital to its partly owned subsidiary, Ledjadja Coal in the form of a further extension to the facility agreement as amended from time to time, including most recently the Eigth Deed of Amendment and Restatement. The Non-Executive Directors have agreed to waive entitlement to director fees for the period covered by the austerity operating budget. Resgen Group has been able to secure an extension of payment terms with the principal consultants associated with the Mine Funding Package through to 28 February 2021. The company will now reengage with its external auditor on finalisation of the Financial Report for the year ended 30 June 2020.

The company lodges its Quarterly Activities Report & 5B Cashflow - September 2020.

Due to delays in satisfying certain conditions precedent to reaching financial close for first drawdown under the Mine Funding Package, the company has been in the process of securing formal signoff of the extensio of the common terms agreement. After completing a due diligence investigation, a view has been formed by the IDC that the market conditions under which the Boikarabelo Coal Project would poerate have deteriorated materially. The IDC's special credit committee resolved that IDC should not grant an extension of the common terms agreement. The committee also decided to cancel all previously approved facilities under the Mine Funding Package. The company is now seeking an urgent meeting to discuss this development with Noble.

The securities of Resource Generation Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of RES, pending the release of an announcement regarding the solution to the additional working capital requirements is made

we understand that on or about this date the company consolidated its shares 1 for 10

securities reinstated to quotation

securities suspended from quotation pending compliance with chapters 1 and 2 of the Listing Rules

name changed from Comdek Limited