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LARK DISTILLING CO. LTD Capital/Financing Update 2013

Dec 9, 2013

65265_rns_2013-12-09_f486ca45-73da-49f7-8bd7-3e271e434080.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

MONTEC INTERNATIONAL LIMITED

ABN

62 104 600 544

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).

  • 1 +Class of +securities issued or to Convertible Notes be issued

  • 2 Number of[+] securities issued or 5 to be issued (if known) or maximum number which may be issued

  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

3
Principal
terms
of
the
+securities
(eg,
if
options,
exercise price and expiry date; if
partly
paid
+securities,
the
amount outstanding and due
dates
for
payment;
if
+convertible
securities,
the
conversion price and dates for
conversion)
Convertible Notes – with the following principal
terms:

Each Note may be converted into ordinary
shares in the capital of the Company at the
election of the Noteholder.

Each Noteholder has agreed to enter into a
sub-underwriting
agreement
on
standard
commercial terms in respect of a capital raising
that the Company may conduct in the future.
As part of the sub-underwriting terms, each
Noteholder has agreed to convert its Notes into
shares upon completion of the associated
capital raising. The conversion price of the
Notes will be the same price as the issue price
of the shares offered pursuant to the capital
raising.

The Company may, at any time prior to the
maturity date:
o
elect to convert the Notes into ordinary
shares. The conversion price shall be 80% of
the Company’s shares over the 30 days
immediately prior to the conversion date; or
o
elect to redeem all of the Notes which
have not been converted by repaying the
Noteholder the issue price and all accrued
interest.

Unless converted or redeemed earlier, the
Notes will be redeemed by the Company on 17
April 2014. The Company has a discretion to
extend this date by a further three months.

Noteholders are entitled to interest at 12% per
annum (or 15% per annum if the maturity date
is extended by three months) payable quarterly
in arrears.

If the Notes are converted into ordinary shares
in the capital of the Company, the resulting
ordinary shares will rank equally in all respects
with the Company’s then existing fully paid
ordinary shares.
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally No - however the shares issued on conversion in all respects from the date of of the convertible notes will rank equally with allotment with an existing[+] class fully paid ordinary shares from the date of of quoted[+] securities? allotment 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 or interest payment 5 Issue price or consideration $10,000 per note 6 Purpose of the issue Issue of 5 convertible notes as announced to (If issued as consideration for ASX on 17 October 2013 and approved by the acquisition of assets, clearly shareholders at the AGM held on 28 November identify those assets) 2013. The funds raised from the placement will be applied towards the Company’s working capital requirements 6a[[+]] No

6a Is the entity an[[+]] eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of[+] securities issued without security holder approval under rule 7.1 6d Number of[+] securities issued with security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f
Number of securities issued
under an exception in rule 7.2
6g
If securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
issue date and both values.
Include the source of the VWAP
calculation.
6h
If securities were issued under
rule
7.1A
for
non-cash
consideration, state date on
which
valuation
of
consideration was released to
ASX Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7
Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
section 2 if applicable)
9 December 2013
Number +Class
1,059,257,093 Ordinary Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 1 Convertible Note +securities not quoted on ASX convertible into ( including the securities in ordinary shares at a section 2 if applicable) conversion price of $0.0025 per share within 18 months of the date of issue. 25 Convertible Notes – 2013 issue

10 Dividend policy (in the case of a The directors of the Company may from time to trust, distribution policy) on the time determine to distribute the profits of the increased capital (interests) Company by way of dividend amongst the Shareholders in proportion to the amounts paid up on the Shares held by them.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18 Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
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
20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

  • 30 How do[+] security holders sell their entitlements in full through a broker?

  • 31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a)  Securities described in Part 1

  • (b)[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

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

37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in 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 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 or interest payment

41 Reason for request for quotation 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 +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • 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.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any 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.

Sign here: [original signed] Date: 10 December 2013 (Company secretary)

Print name: Nick Geddes

  • See chapter 19 for defined terms.

== == == == ==

Appendix 3B Page 10

01/08/2012