Update of action for all shareholders

Hi All,

We are attempting to keep all shareholders in the loop and using HotCopper as a central place for transparency. This is ongoing but the latest email to our contacts in both ASIC (Australian regulators) and FSCA (South African) Regulators.

Dear Mpho and David,

Thank you for your note; I have specifically sent this email to you both as I have been played by many parties in this case of alleged corruption. i.e. parties have all attempted to provide me with answers, and yet the response received by all shareholders, refer FSCA and McGrath Nicols responses to various shareholders is repeated no matter what questions we ask – this has not gone unnoticed.

The ASX has not been a responsible entity pushes shareholders to ASIC. In other words, this SASFAS scheme is an international embarrassment outlining the flaws in the system of both countries, whereby it can be repeated again and again to fleece shareholders of their retirement savings. In this case ResGen shareholders have the backing of circa 500 active parties, and we are currently seeking more parties to bring to this claim.

My emails/communication from both South African and Australian administrators have been completely ignored (SA), or been brushed under the carpet (Australia). I understand that the $300,000 in fees for administrators is much easier to attain without genuine sales process, and simply selling the ASX listed shell which has been the only item McGrath Nicol have attended, turning a blind eye to the behaviour of South African administrators.

There are many aspects of this project that requires your attention, and specifically we are requesting an immediate halt to the sale of any ResGen assets.

In particular I draw your attention to the misrepresentations of directors and now administrators of ResGen in the following manner:

1. Direct and purposeful negligence that resulted in placing ResGen in the vulnerable position of administration. This has been shown in a 160 page dossier that I will present to the court. Due to corruption in South Africa/ Australia that we have been exposed. I am reluctant to provide you this document for the moment in the event you are connected to the accused, or this ends in the hands of the members Cc-ed to this email.
2. Direct and purposeful shareholder oppression through manipulating power for the benefit of major shareholder and incoming/related party stakeholders.
3. Direct and purposeful attempt to guide the sale of ResGen into hands of related parties for the benefit of a low cost acquisition and future financial benefits. A deliberate disrupting the real and actual benefit of providing the sale off assets to a genuine market. The South African administrators opened and closed an expressions of interest without notifying the market and did so in the holding DOCA period that gave no third party and opportunity to purchase the assets. There is a genuine interest in buying shovel ready assets that was ignored for their own benefit. We have independent valuations that suggest in the order of US$200M – attached above and notably coal volumes have increased on a global level year on year, when spot coal prices where less than $80, today they stand circa $300. Therefore our asset would fetch much higher prices. Coal is happening in SA and the world - https://www.coalage.com/breaking-news/coking-coal-production-commences-at-lubu-in-zimbabwe/ & https://mybroadband.co.za/news/energy/442190-coal-prices-soaring-with-south-africa-coining-it.html
4. Other items such as; failure to act in a responsible manner – outlined further below.

With regard to selling down of shares, you can notify ResGen for the share registry that will evidence that PIC sold down shares when finalising the negotiations for funding of the project. Although they were to be a funder, they sold shares in a period where market sensitivity was paramount and then did not report to market until I formally requested them to notify shareholders. Query, why would a company (PIC) that is just about to fund a project sell down shares, unless they knew the shares where to be worthless in the following year. This point alone is counter intuitive. But also, this is but the tip of the iceberg.

Here are some connections that are concerning tosupport point 3 above:

Lurco played a support role on McGrath Nicol Australia and myself, into providing an exclusive position to waste further time to provision themselves for a local takeover rather then providing us a real opportunity to sell this to an international market at a time when coal prices are favourable.

South African Liquidator - Genesis Corporate Solution - Does not respond to Australian Administrators, and is selling ResGen without any communication with the Australian administrators. i.e. Australian Administrators at McGrath Nicol gave exclusive rights to Lurco who have this pedigree noted below and to circumvent sales to an international buyer at a fair market valuation as noted in the BDO reports; BDO report that we shareholders to comfort in 2020 was the value of the mine (undeveloped was worth low point US$100M, when coal priced at $80 tonne). So based on this, we should see the mid range valuation at worst). That is of course unless this is another fabrication of the truth provided by valuers. They based this on sales of projects in the vicinity. Mind you, those projects were completely undeveloped whereby RES have infrastructure developed and paid.

The main parties that had support in watching this handed back to the South Africans.

PIC - Enjoyed selling their shares at the time of finance announcement, knowing the deal was never going ahead. They did not disclose to the market, until I reviewed that their shareholding had decreased, and requested ResGen disclose. Ludicrous claims of Chinese walls??

IDC - Sabotaged the entire ResGen Deal, yet claimed to ResGen Papi, 'our door is still open'. Skittling the deal one week prior to full conditions precedent being met. I have written evidence of this.

IDC are clients of Genesis Corporate solution – so can be linked with this deal.

Lurco have previous ties and relationship with IDC (funding for domestic assets).

Lurco - Well known for frustrating international deals with the pledge of international money. They came up with a GEM loan out of New York-a fabricated note of no substance. GEM was the bank us shareholders introduced to ResGen several years ago by us, and Papi was quick to defend they were already introduced to Lurco withing 4 minutes of my text to him at 6am in the morning (as if Lurco board was in his bedroom to answer this question??), without even talking to Lurco. Interestingly, ResGen could not close the deal with GEM, but Lurco claimed they could?


Now who works for Lurco and just so happen to have received a 9Mt contract from Eskom when RES gets the green light; Lurco board explained to me they have a 15 year contract with ESKOM, so then lets review these relationships and history of corruption given they did this in two months and achieved what ResGen claimed they couldn’t do for 3M tonnes in 10 years?

Lurco individuals that played a role;

Tom Moyane - Former SARS minister of Finance for South Africa - Investigated and released on Corruption allegations.
Jerome Mthemba - Eskom executive & Involvement in alleged corruption in many deals around SA power.
Aubrey Chauke COO - Ellington Nxumalo CEO - Others

Others that are involved;
ESKOM - Jan Oberholzer the COO, who is board member of Stefunutti (also owns shares in Stefunutti) awarded the ResGen contract, and also investigated for corruption on many fronts. A significant interest in providing a 9Mt contract to Lurco – consider the conflicts of interest.


Noble - Wanted divestment of ResGen all while we were attempting to push the project forward. Ignoring the idea of small scale for existing shareholders. Let us see how they are re-shaped out of this deal with offtakes and the like?


Xate - Our Chairmen, as anyone that went to a meeting knows, was never interested in ensuring the project went ahead as he never spoke or was warm to shareholders in Australia.

Papi and other staff at ResGen, refer holiday’s and soft dollar benefits received throughout this period. Excessive staffing considerations. At critical junctions when I would call, email. He was on holidays. i.e. the brink of important moments.


The entire ResGen board, watched the project fail, with no plan B or C as per a responsible manager. A small scale mine would have sufficed given this project was important to open up the Waterberg as per the government national development plan outlined in 2019 (attached).

With regard to point 1, 2 & 4 above I haveprovided several points; Please note, several links may not be active as theylink to evidence I have linked in the dossier (history and claim document).

1. Utilising a shareholder debt (from Noble) for to pay debts and accounts i.e. we had outstanding bills to the tune of $2M for solicitors and MQG financial Planning etc. There was lack of planning and attention to this until May 2020, therefore building a larger ResGen debt until it was not attractive from a perspective of JV partner or perspective purchaser. All additional loans since security arrangement of Resgen for working capital were ‘taken on threat’ for the calculated hand over of security provided in 2018 - Refer 24/04/21
2. shareholders at every step were under Duress in regard to any decision making as there was never any alternative options presented
3. The Board stood to gain at every step of the way through remuneration and other arrangements and this practice continued over 13 years...the following account details conflicts of interest, lies, keeping full team of management paid when it was deceptive to do so, and unjust enrichment
4. Lack of attention from Directors to source funding (at any stage) outside of Directors inner circle
5. Lack of planning and preparation of alternate plans B, C and D leaving shareholders vulnerable. Refer A , Refer B, Refer C
6. Conflicts of Interest; Independency tests: we assert that the CEO (Papi and Rob), Chairman, and Noble all had conflicts of interest.
7. Encouraged shareholders at each junction-we were constantly reassured that there were alternatives, no more hurdles this reassurance was convincing. As late as 4 weeks prior to administration of RES, an appointed a permanent CEO. The idea of wasting this time at a critical junction of the project.
8. Support from shareholders was legitimate and the directors behaviour was unilateral in approach.
9. Persistent verbal and nonverbal cues to show confidence to encourage key shareholders the legitimacy of the project (to condition shareholders for subsequent fail in the project). Refer !!!! in many messages to show confidence.
10. Staff wages, contractor payments, and legal identities of staff for payment of wages and other in contrast to their working contracts and performance and duties conducted. We believe that at times considering there were 42 members of staff, and yet tasks were not complete in a timely manner, many items were not complete, were not organised and managed to be satisfactorily complete
11. The deliberate lack of response of SA administrators to communicate/respond to any email or phone call from shareholders-purposely to avoid providing ‘Proof of Debt documents’. Australian shareholders should be considered creditors due to the clear and deceptive conduct that has mislead them into purchase and retaining of shares. Australian shareholders have the right to be heard at administrators meetings. Refer to letter 3 below.

Administration of Resource Generation-letter 3

To: The Administrator

Full Name/Description

On behalf of Birch Holdings (Birch FT and BFSF) being a shareholder of Resource Generation

ASX : RES (IN ADMINISTRATION) respectively called 'TheShareholder' & 'RES'

Notice is hereby given :

1/ The Shareholder intends to lodge a proof of debt inthe administration of RES.

The Shareholder is entitled to claim in theadministration as a creditor of the company due to failure of the Board toproperly and adequately manage and report on the affairs of RES, in that theBoard acted, inter alia, in a manner that was deceptive & misleadingcausing The Shareholder to suffer loss, failed in its duty to represent theinterests of shareholders generally, failed to comply with continuous discloseobligations, acted to the detriment of shareholders of RES in recommending thatshareholders vote to approve the granting of security over RES assets to NobleGroup to the detriment of shareholders and creditors of RES generally, actingin concert with other major shareholders of RES to the detriment ofshareholders, insolvent trading and generally acting contrary to the interestsof RES. Full grounds for the claim will be particularised in the proof of debt.

2/ that the Administrator should disallow Noble Groups asa secured creditor. The Administrator should investigate the circumstancesunder which security for a past debt due to the Noble Group was given to theNoble Group. It is contended by the Shareholder that the security held by NobleGroup amounts to a preferential arrangement to the detriment ofshareholder/creditors and creditors generally. The security given cannot standgiven the obvious intent of Noble Group to secure its position and allow majorshareholders namely Public Investment Corporation, Noble Group, RES Board, RESManagement, Altius & others the opportunity to also benefit from thecircumstances and arrangements agreed to by the Board of RES and other majorshareholders to the detriment of RES shareholder/creditors and creditorsgenerally.

The Shareholder reserves the right to add further groundsfor investigation.

Dated 9th July 2021

Signed for and behalf of

Leigh Birch

1. Scheme or variation of the scheme – collaboration; Noble, PIC, Altius, Lurco, IDC and the BOD’s – as formally outlined/presented in 2015 by the Australian takeovers panel that has made clear the intertwined relationships. This continued post 2015 request by the takeovers panel to clearly announce to the market the ‘non arms length’ collaboration.
2. Duress -Providing security to Noble 2018 – what were the alternatives, at each step of the way? We did not venture outside of Noble and why was it not stopped at this point given the consequences of administration for Noble? Consider the email dated: 17^th March 2020 with the funding package and our subsequent demise. Consider link

The funding package – Despite the many concerns that I had, I decided to vote for the funding package, but I and other shareholders now consider that decision was made under duress to support survival and shareholder value.

The capital raising process was poorly managed and we had Insufficienttime and ability to review, provide feedback and consult with the board etc. I asked questions but this did not conclude until after the EGM (circa May, but EGM in April). I was not satisfied, but there was no choice but to accept.

1. The four tiers of conflict of interest faced by board directors, and related parties. The four tiers of conflict of interest faced by board directors in which ResGen Directors breached all four.Tier 1: Conflicts: Individual directors vs. company,

Tier 2 Conflicts: Directors vs. stakeholders, Tier 3 conflicts: Stakeholders vs. other stakeholders, Tier 4: company versus community.

Shareholders must be considered creditors for the abovementioned reasons and also below details;

Reviewing some history and false claims bydirectors – I have written examples, texts and emails for evidence of eachpoint below

1. 01/11/2015 – FIRB takeovers commission – The PIC / Noble and Altius takeover. 24
2. 08/03/2018 – Expectation of timelines presented and outlined; but the attempt to honour was ‘pathetic’ at best. 24
3. 27/11/2018 – Exclusivity provided to Noble given security over the project (Ledjadja) while Noble was in a vulnerable position. i.e. a real potential liquidation position-shareholder choice was made under duress-see below with no other options presented. 24
4. 29/11/2018 – Please remove Rob from all contact -Deceitful 26
5. 20/12/2018 – Noble delisted from the SGX for unconscionable conduct. 26
6. 05/12/2018 – Letter To Mike (Secretary-Response by Papi) 27
7. 04/02/2019 – Letter to Papi (Cashflow, alternative plans, Noble integrity) 29
8. It’s fair to ask some questions; 30
9. 19/02/2019 – Letter of concern around the potential funders given their corrupt historical dealings. 32
10. 29/02/2019 through 01/03/2019 – Letter and response from Papi with regard to request for review around corporate governance from external party. 38
11. 07/04/2019 – Meeting with Papi in Sydney (he flew from SA). Peter Guiffre, Leigh Birch and Karl Kreiss who took notes. 42
12. 12/04/2019 – Notes from this meeting sent to Papi and my Comments now 42
13. 16/04/2019 – 27/04/2019 – Email communication with Papi – Small scale considered, and also the correct order to proceed rather than impossible CP’s at brought our operation to its knees – Papi’s notes 48
14. 2. Plans on a small scale mine 53
15. 29/04/2019 – WhattsApp to Papi – Discuss small scale. Plans didn’t eventuate or were never pursue if I did not press. 54
16. 03/09/2019 – Selling and inside trading by PIC with regard to selling shares; 57
17. 02/10/2019 – ResGen Introduced to GEM with an offer for small scale of mine. 58
18. 19/11/2019 – Offer of support to board as a FP as I saw it lacking in communication, skillset, and overall conduct. Also, to improve public profile and confidence in the company. 59
19. 03/12/2019 – Term Sheet and Non-Binding Agreement- Impossible TERMS 59
20. 11/12/2019 – Email response from Papi – I Asked for rail link and ramp up in model- not included. 60
21. 09/01/2020 – Funding Package ( PIC Selling Shares, funder bias) -Duress 60
22. 11/02/2020 – Response to my letter dated 09/01/2020 62
23. 05/03/2020 – Notice of EGM – and BDO Reports released. 62
24. 17/03/2020 – World Economy warning and plans for RESGEN to be reviewed as negative sentiment for our operation. i.e. we had the time now to review. 63
25. 17th March 2020- Formal Letter asking a review 64
26. Duress 71
27. 24/03/2020 _ Board response to the letter -BASE CASE MODEL WA5 73
28. Move from ASX to JSE and attempt to avoid FIRB 20% rules for incoming purchaser 73
29. 25/03/2020 – WhattsApp messages around the emails and note above- Failing Modelling in first 5 years. 77
30. 30/03/2020 – Response letter 3 from Papi 77
31. 07/04/2020 – Voting yes for the funding package. 77
32. 07/04/2020 – Lock out of meetings and email questions I wanted to ask for the records; 78
33. 18/04/2020_ Sent via Mike Meintjes 82
34. 28/04/2020 – Email to Peter Guiffre another shareholder after speaking with LCC 87
35. 01/05/2020 – Seeking advice from LCC to formerly request our board to seek back-up plans B and C. 87
36. 01/05/2020 – Board response to letter on 18/04/2021 88
37. 05/05/2020 through to 22/05/2020 – LCC Approach RESGEN and they were attempting to organise meetings. 91
38. MAY 2020 – First sent XXXX Response from Board on 18th March returned XXXX Emails – Not satisfactory responses, received again on the XXXX. 91
39. 10. FWT, Funding and future Expansion. 97
40. 19/06/2020 – As per my previous letters to board, CP’s were not possible. 100
41. 03/07/2020 – Additional complex requirements for CP’s 101
42. 04/09/2020 – ResGen Formally requested unachievable CP’s be deferred. 103
43. 28/10/2020 – IDC Withdrawal from funding – Shows it was the IMPOSSIBLE CP’s that I brought to their attention. 104
44. 31/10/2020 – IDC leave the door open to go back 105
45. 06/11/2020-LCC engaged and asked ResGen to find an external funder/ JV or other. 106
46. 07/11/2020 – Asked Papi If I should pay Ken but was worried of JV rather then IDC shortfall-Was told to wait for Noble guidance (Nobles Control). 106
47. 10/11/2020 – Papi whattsapp - IDC withdrawal Inexplicable 107
48. 16/11/2020 – LCC and other external parties denied the ability to support by Noble (Nobles Control). 107
49. 27/11/2020 – ResGen Intermediary Mark Klok from USA – Attempted contact and source funds for RES 108
50. 30/11/2020 – Noble has full control over our fate (Control). 109
51. 30/11/2020 – 9/12/2020 – WhatsApp showing tender process non-commercial timeframe of 2 weeks. 109
52. 10/12/2020 – Ready to make an announcement just prior to IDC withdrawal. 110
53. 19/12/2020 – Noble Control ResGen 111
54. 21/12/2020 – Audited annual Report – presented a capital Raise that would provide cashflow. 111
55. 10/03/2021 – Noble declaration that they are divesting from Coal 111
56. 09/04/2021 – Noble Director Resigns with ResGen board -No replacement provided 112
57. 24/04/2021 – Trading Insolvent as debt was paid by Nobles Debt 112
58. 25/04/2021 – Noble Controls RES 112
59. 26/04/2021- Noble Controls Res 113
60. 27/04/2021- Email sent to Papi with cashflow support from shareholders. Directors Negligent and Nobles exclusivity 113
61. Cashflow Funding Proposal -Sent to Resgen -Part letter 117
62. 05/05/2021 through 29/05/2021 – Whattsapp message from Papi, stating Noble will not respond to my offer. 118
63. 06/07/2021 – vultures are circling and will be taken for a pittance 121
64. 08/07/2021 – LCC Asia view on finance and potential chance of finalising a deal in 12 months. Then consider our 6 years since 2015. 121

I hope you can appreciate that this matter is complex, and whilst shareholders have supported ResGen for 10 years, all while directors and related parties have taken a free ride, which has not gone unnoticed. I hope you can review this matter as a team with the seriousness that it deserves. Minority shareholder oppression, negligence and misrepresentations are far and wide and this is a genuine case as shown above. The idea of administrators encouraging this process sets a precedence and platform for this to be repeated. I hope I can reach out to your moral vales and ethics as genuine humans, something that has lacked in this project.

This case represents/places a negative slur for relations across both countries and in particular has tarnished the trust of both the JSE and ASX, and specifically, we also ask you consider the detail in amongst our proof of debt, and freezing of asset requests.

I look forward to providing further information at your request.