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LCL RESOURCES LIMITED Capital/Financing Update 2011

Dec 5, 2011

65217_rns_2011-12-05_1d465fc1-d324-4f9c-86da-c570890faefc.pdf

Capital/Financing Update

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Level 6, 122 Walker St North Sydney, NSW 2060 Australia T +61 (0)2 9460 1856 F +61 (0)2 9460 1857

6 December 2011

ASX ANNOUNCEMENT

RIGHTS ISSUE

The Directors of Metminco Limited (“Metminco” or “Company”) (ASX: MNC) are pleased to announce a nonrenounceable pro rata rights issue of up to approximately 68,584,428 new shares, on the basis of one (1) new share for every twenty (20) fully paid ordinary shares (Share) held by eligible shareholders, at an offer price of 14 cents per new share, with a maximum raising of approximately $9.6 million (“Rights Issue”).

Australian and New Zealand shareholders registered on the share register of Metminco on 14 December 2011 (“Record Date”) will be entitled to participate in the Rights Issue. The maximum number of new shares to be issued under the Rights Issue is subject to change as some holders with a registered address outside Australia and New Zealand may change their registered address prior to Record Date.

Holders of options in the Company, with an address in Australia or New Zealand, must exercise their options prior to the Record Date to be eligible to participate in the Rights Issue.

A disclosure document (“Prospectus”) for the Rights Issue will be lodged with the Australian Securities and Investments Commission (“ASIC”) and issued when the Rights Issue is offered.

An Appendix 3B for the Rights Issue is attached.

Timetable

The indicative timetable for the Rights Issue is set out below. The timetable will be confirmed upon lodgement of the Prospectus with ASIC and ASX.

EVENT DATE
Lodgement of Prospectus with ASIC and ASX 6 December 2011
Notice of Rights Issue sent to Eligible Shareholders 7 December 2011
“Ex” date (date from which Shares commence trading without the
entitlement toparticipate in the Rights Issue)
8 December 2011
Record Date (to determine eligibility of Shareholders to participate under
the Rights Issue)
5pm AEDT,
14 December 2011
Anticipated despatch of Prospectus and Entitlement and Acceptance
Forms to Eligible Shareholders
15 December 2011
ClosingDate 3 January2012
Despatch date 11 January2012
First tradingdate of New Shares expected to commence 12 January2012

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Philip Killen Company Secretary

About Metminco:

Metminco is a dual ASX and AIM listed company with a portfolio of copper and gold projects in Peru and Chile. The Los Calatos project, located in southern Peru, has a JORC compliant resource of 926 million tonnes, comprising Indicated Resources of 111 million tonnes at 0.39% Cu and 380ppm Mo, and an Inferred Resource of 815 million tonnes at 0.37% Cu and 260ppm Mo (at a 0.2% copper cut-off grade).

The Chilean assets include the Mollacas copper leach project with a JORC compliant resource of 17 million tonnes consisting of Indicated Resources of 7.2 million tonnes at 0.56% copper and Inferred Resources of 9.8 million tonnes @ 0.52% copper (at a 0.2% copper cut-off grade); and the Vallecillo gold zinc project with a JORC compliant resource of 10.1 million tonnes consisting of Indicated Resources of 7.9 million tonnes @ 1.14g/t Au; 11.4g/t Ag; 1.32% Zn; 0.29% Pb and an Inferred Resource of 2.2 million tonnes @ 0.78g/t Au; 8.2g/t Ag; 0.58% Zn; 0.26% Pb (at a cut-off grade of 0.3g/t Au).

Competent Persons Statement

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Colin Sinclair, BSc, MSc, who is a Member of the Australasian Institute of Mining and Metallurgy and is a full-time employee of the Company as General Manager Exploration.

Colin Sinclair has sufficient experience (over 30 years) which is relevant to the style of mineralisation, type of deposit under consideration, and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the „Australasian Code for Reporting of Exploration Results‟. Mr Sinclair, as Competent Person for this announcement, has consented to the inclusion of this information in the form and context in which it appears herein.

For further information please contact:

South America :

William Howe - Managing Director Ph: +56 (2) 411 2600

Australia:

Stephen Tainton - Investor Relations Ph: +61 (0) 9460 1856 Philip Killen - Company Secretary & CFO Ph: +61 (0) 408 609 916 Broker – BGF Equities Warwick Grigor / Marcus Freeman Ph: + +61 3 8688 9100 Financial Public Relations Consultant – Collins St Media Ian Howarth Ph: +61 (0) 407 822 319

United Kingdom:

Tim Read – Non-Executive Director

Nomad and Joint Broker – Canaccord Genuity Limited Robert Finlay/ Andrew Chubb Joint Broker – Liberum Capital Limited Michael Rawlinson / Clayton Bush

Financial Public Relations Consultant - Buchanan Tim Thompson / James Strong

Ph: +44 (0) 777 072 1809 Ph: +44 (0) 207 050 6500 Ph: +44 (0) 20 3100 2227 Ph: +44 (0) 20 7466 5000

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 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

Metminco Limited

ABN

43 119 759 349

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
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
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)
New fully paid ordinary shares (Share)
Right Issue – up to 68,584,428 Shares
Shares issued pursuant to Rights Issue
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4
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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
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
clause 2 if applicable)
Yes Yes
14 cents
The funds raised will be applied to:
pre-feasibility /scoping study at the
Company’s
100%
owned
Vallecillo
exploration project
exploration, project development and
working capital
(The Rights Issue is part of the proposed $50
million
capital
raising
announced
25
November 2011).
12 January 2012
Number +Class
1,674,466,146
27,217,517
Shares
December 2012 $0.25
Options
  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
Number +Class
4,500,000
14,250,000
14,250,000
2,000,000
2,000,000
2,500,000
2,500,000
68,584,428
Options exercisable
at A$0.30 expiring 31
July 12
Options exercisable
at A$0.44 expiring no
later than 6 Dec 13
Options
exercisable
at A$0.525 expiring
no later than 6 Dec 13
Options
exercisable
at A$0.44 expiring 6
Dec 13
Options
exercisable
at A$0.525 expiring 6
Dec 13
Options exercisable
at A$0.21.5 expiring
no later than 5 Dec 14
Options
exercisable
at A$0.26 expiring no
later than 5 Dec 14
Shares pursuant to
Rights Issue

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval No required?

  • 12 Is the issue renounceable or nonNon-renounceable renounceable?
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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
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
One (1) Share for every twenty (20) Shares
held
Shares
14 December 2011
No
Rounded to nearest whole number
All countries other than Australia and New
Zealand.
3 January 2012
  • See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

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)
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?
N/A
N/A
Canaccord BGF

2% of the total amount being offered under
the Rights Issue and a further 3% for any
shortfall Sharesplaced
N/A
N/A
15 December 2011
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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

  • 33 +Despatch date

15 December 2011

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 6

1/1/2003

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 7

1/1/2003

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.

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  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

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  • There is no reason why those[+] securities should not be granted +quotation.

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  • 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

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  • 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.

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  • 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: Date: 06 Dec 2011 (Company secretary)

Print name: Philip W Killen

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003