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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
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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.
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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.
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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