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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. 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%.
    1. 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.