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CANNINDAH RESOURCES LIMITED — Capital/Financing Update 2011
Jun 9, 2011
64600_rns_2011-06-09_9f6054ad-4e91-4eee-8b48-52b8b4584620.pdf
Capital/Financing Update
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METALLICA MINERALS LIMIT ABN: 45 076 696 092

Subsidiary Companies
NORNICO Ptv Ltd ACN 065 384 045 | Oresome Australia Ptv Ltd ACN 071 762 484 | Greenvale Operations Ptv Ltd ACN 139 136 708 Lucky Break Operations Pty Ltd ACN 126 272 580 | Scandium Pty Ltd ACN 138 608 894 | Phoenix Lime Pty Ltd ACN 096 355 761

1:10 FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS ISSUE TO RAISE \$4.9 MILLION
SHAREHOLDERS ENTITLED TO 1 METALLICA SHARE PLUS 2 PLANET METALS SHARES
Metallica Minerals Limited (Metallica or ASX:MLM) is pleased to announce a fully underwritten Renounceable Rights Issue to be offered to all shareholders on the following terms:
-
- 1 new Metallica share for every 10 Metallica Shares currently held plus 2 Planet Metals Limited (Planet Metals or ASX:PMQ) shares, for an aggregate Issue Price of 42 cents (Offer). Metallica currently holds approximately 76% of the issued shares in Planet Metals, on completion of the Rights Issue Metallica's holding will reduce to approximately 37%.
-
- The aggregate Issue Price for the Offer is 42 cents. This price represents a 21.5% discount to aggregate previous closing prices of Metallica and Planet Metals (e.g. 1 x Metallica share plus 2 x Planet Metals shares).
The Rights Issue will raise gross proceeds of \$4.9 million and is fully underwritten by RBS Morgans Corporate Limited.
The funds raised will be used to advance the Company's NORNICO nickel-cobaltscandium project, and the Company's mineral sands and other projects.
The proposed Rights Issue Timetable and Appendix 3B are attached to this announcement.
Metallica believes the Rights Issue provides shareholders with an attractive opportunity to participate in the ongoing funding of its exploration projects, while increasing its shareholders direct exposure to Planet Metals. Planet Metals has significant cash reserves and is strongly leveraged to success in the current drilling programme at the Mount Cannindah copper gold project. We believe the current offer and distribution of Planet Metals shares will facilitate increased liquidity in the stock.
For further information:
David Barwick Chairman Metallica Minerals Limited $(07)$ 3249 3000
John Haley Director/Company Secretary Metallica Minerals Limited $(07)$ 3249 3000

Metallica Minerals Limited Renounceable Rights Issue Timetable
| Announcement of Issue | 10 June 2011 |
|---|---|
| Lodgement of Prospectus with ASIC | 10 June 2011 |
| Notice to security holders containing Appendix 3B information | 14 June 2011 |
| Metallica Shares commence trading on an ex-rights basis | 15 June 2011 |
| Rights trading commences | 15 June 2011 |
| Record Date for the Offer | 21 June 2011 |
| Prospectus and Entitlement and Acceptance Form despatched to Shareholders |
23 June 2011 |
| Opening Date of Offer | 24 June 2011 |
| Rights trading ends | 1 July 2011 |
| Shares quoted on a deferred settlement basis | 4 July 2011 |
| Closing Date of Offer | 5pm Brisbane time 8 July 2011 |
| Advise ASX of any shortfall | 13 July 2011 |
| Expected date of despatch of New Shares and Planet Metals shares holding statements |
18 July 2011 |
| Commencement of trading of New Shares on ASX on a normal basis |
19 July 2011 |
The dates set out in this table are subject to change and are indicative only. The Company reserves the right to alter this timetable at any time.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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, 24/10/2005.
Name of entity
Metallica Minerals Limited
ABN
45 076 696 092
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).
$\bar{\mathbf{I}}$ $+$ Class of $+$ securities issued or to | be issued
Ordinary shares (ORD)
- Number of +securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
- Principal terms of the +securities $\overline{3}$ (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for if payment; +convertible securities, the conversion price and dates for conversion)
Fully paid shares.
11,707,065
[N.B. The shares are being issued pursuant to a renounceable Rights Issue. For each Metallica Share issued under the Rights Issue, 2 shares in Planet Metals Limited ACN 108 146 694 will be issued (Offer Securities)].
+ See chapter 19 for defined terms.
| 4 | Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted *securities? |
Yes | |
|---|---|---|---|
| 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 interest OF payment |
|||
| 5 | Issue price or consideration | The subscription price for the Offer Securities (i.e. 1 Metallica share + 2 Planet Metals shares) is 42 cents. |
|
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
Renounceable rights issue under S713 of the Corporations Act 2001 (Cth). |
|
| 7 | Dates of entering + securities into uncertificated holdings ОĽ despatch of certificates |
18 July 2011 | |
| 8 | Number + class all and οf quoted *securities ASX on (including the securities in clause 2 if applicable) |
Number 128,777,719 |
+ Class ORD - fully paid |
$\bar{z}$
- Number and +class of all $\overline{9}$ +securities not quoted on ASX (including the securities in clause 2 if applicable)
- Dividend policy (in the case of a $10$ trust, distribution policy) on the increased capital (interests)
| Number | +Class |
|---|---|
| 6,000,000 | Unlisted options |
Unchanged
Part 2 - Bonus issue or pro rata issue
| 11 | holder Is security approval required? |
No |
|---|---|---|
| 12 | Is the issue renounceable or non- renounceable? |
Renounceable |
| 13 | Ratio in which the *securities will be offered |
1 new Metallica share for every 10 existing shares |
| 14 | + Class of + securities to which the offer relates |
ORD |
| 15 | determine +Record date to entitlements |
21 June 2011 |
| 16 | Will holdings different on registers (or subregisters) be calculating aggregated for entitlements? |
N/A |
| 17 | Policy for deciding entitlements in relation to fractions |
Fractions will disregarded in calculating entitlements |
| 18 | Names of countries in which the entity has *security holders who will not be sent new issue documents |
being extended Offer is not to any shareholders whose registered address is outside of Australia and New Zealand |
| Note: Security holders must be told how their entitlements are to be dealt with. |
||
| Cross reference: rule 7.7. | ||
| 19 | Closing date for receipt of acceptances or renunciations |
$8$ July 2011 |
+ See chapter 19 for defined terms.
| 20 | Names of any underwriters | RBS Morgans Corporate Limited |
|---|---|---|
| 21 | Amount of any underwriting fee or commission |
6% of amount raised |
| 22 | Names of any brokers to the issue |
N/A |
| 23 | Fee or commission payable to the broker to the issue |
N/A |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders |
N/A |
| 25 | If the issue is contingent on "security holders' approval, the date of the meeting |
N/A |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
23 June 2011 |
| 27 | If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders |
10 June 2011 |
| 28 | Date rights trading will begin (if applicable) |
15 June 2011 |
| 29 | Date rights trading will end (if 1 July 2011 applicable) |
|
| 30 | How do *security holders sell their entitlements in full through a broker? |
By completing the relevant section of the entitlement and acceptance form to be sent shareholder. each See lodging to the entitlement instructions and $_{\rm{on}}$ acceptance form. |
| 31 | How do *security holders sell οf their entitlements part through a broker and accept for the balance? |
By completing the relevant section of the entitlement and acceptance form to be sent each shareholder. See lodging to entitlement instructions the and on acceptance form. |
$\sim$
$1/1/2003$
$\mathcal{A}^{\mathcal{A}}$
$\sim 10^{-1}$
l,
+ See chapter 19 for defined terms.
| 32 | How do *security holders dispose of their entitlements (except by sale through a broker)? |
By completing the relevant section of the entitlement and acceptance form to be sent each shareholder. See lodging to instructions on the entitlement and acceptance form. |
|---|---|---|
| *Despatch date |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
Type of securities $34$ $(ick$ one)
$(b)$
- Securities described in Part 1 $(a)$
- 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 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 TO BE PROVIDED FOLLOWING DESPATCH |
|---|---|
| -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 TO BE PROVIDED FOLLOWING DESPATCH |
| -37 | A copy of any trust deed for the additional +securities |
| MLM NOTE: Completed documents in respect of the information required by |
item 35, item 36 and item 37 will be provided when available after the rights issue offer closes, and by the despatch date at the latest.
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
- Number of securities for which 38 +quotation is sought
- Class of +securities for which 39 quotation is sought
- Do the +securities rank equally in $40^{\circ}$ 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 $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do $\bullet$ not rank equally, other than in relation to the next dividend, distribution interest $or$ payment
- Reason for request for quotation 41 now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
Number and +class of all $42$ *securities quoted on ASX (including the securities in clause $38)$
| Number | + Class | |
|---|---|---|

+ See chapter 19 for defined terms.
Quotation agreement
- *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
- We warrant the following to ASX. $\overline{2}$
- 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.
- If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
- We will indemnify ASX to the fullest extent permitted by law in respect of any 3 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.
Hale
Sign here:
. . . . . . . . . . . . . . . . . . . . (Director and Company Secretary)
Date: 10 June 2011
Print name: John Haley
$== == == == ==$
+ See chapter 19 for defined terms.