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First Graphene Ltd. Capital/Financing Update 2013

Jun 27, 2013

35640_rns_2013-06-27_86e970d3-6adc-47ce-821c-889aa04a7413.pdf

Capital/Financing Update

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ASX Release

28 June 2013

Mongolian Resources Limited

ACN 007 870 760 ABN 50 007 870 760

Registered Office

Suites 6 & 7 61 Hampden Road Nedlands WA 6009 Tel +61 1300 660 448 Fax +61 1300 855 044

Directors

Peter Reilly Craig Robert McGuckin Peter Richard Youd

Company Secretary

Nerida Schmidt Email: [email protected] Web Site: www.mrltd.com.au

ASX Symbol

MRF, MRFO, MRFOA

GENERAL MEETING AND CAPITAL RAISING - UPDATE

Further to the update made on 19 June 2013, the Directors of Mongolian Resources Ltd ( MRL or Company ) provide the following update on the corporate actions of the Company.

General Meeting

A shareholder meeting will be convened to approve the acquisition of the Sri Lanka graphite projects ( Transaction ) and other associated resolutions. It is anticipated the notice of meeting will be despatched to shareholders shortly.

Capital Raising

Subject to shareholder approval of the Transaction, a further capital raising will be required to fund exploration and development work and allow recompliance with the ASX Listing Rules.

The Company proposes to issue up to 2,500,000 New Shares at an offer price of $0.20 with a free attaching option exercisable at $0.20 on or before 5:00pm (WST) on 17 October 2016 which will seek to raise up to $500,000. The Company will also raise up to $2,000,000 by way of an issue of Convertible Notes, further details of which will be included in the notice of meeting.

Proposed Capital Structure Post Transaction Approval and Capital Raising

The capital structure of the Company following completion of the Transaction and the capital raising is anticipated to be as follows:

Securities Shares Options
ListedMRL shares (ASX:MRF) 66,648,104
Listedoptions (each exercisable at40centsonorbefore5:00 7,054,713
(Melbourne time) on 31 December
2014 (ASX:MRFO))
Listedoptions (each exercisable at 15,000,000
20 cents on or before 5:00 (WST) on
17 October 2016 (ASX:MRFOA))
Unlistedoptions (each exercisable at 23,198,551
20 cents on or before 5:00 (WST) on
17 October 2016)
Total 66,648,104 45,253,264

Shareholders will also be asked to consider resolutions in relation to;

  • the change to the nature and scale of activities of the Company for the purposes of Listing Rule 11.1.2;

  • the name of the Company being changed to “MRL Corporation Limited”

  • Director participation in the capital raising; and

  • other associated statutory resolutions.

Further information including an indicative timetable and other disclosure regarding re-compliance with Chapters 1 and 2 of the Listing Rules will be set out in the notice of meeting to shareholders and the capital raising prospectus.