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LCL RESOURCES LIMITED Capital/Financing Update 2015

Jun 25, 2015

65217_rns_2015-06-25_6ea099c7-dbb5-4ba4-80b9-ed6e418f44b4.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

26 June 2015

==> picture [217 x 36] intentionally omitted <==

RIGHTS ISSUE TAKE UP REACHES 99%

SHORTFALL PLACEMENT OF $0.67 MILLION INCREASES TOTAL FUNDS RAISED TO $2.8 MILLION

Metminco Limited (“Metminco” or the “Company”) (ASX: MNC; AIM: MNC ) is pleased to announce that after the Closing Date (8 May 2015) of the pro rata rights issue offer dated 1 April 2015 (“ Rights Issue” ) the Company has continued to receive further Shortfall applications. As advised in the Rights Issue Prospectus dated 1 April 2015 and in accordance with the Corporations Act 2001 (Cth) and ASX Listing Rules, the Board has elected to accept these applications.

The Company has accepted applications to take up 134,680,000 fully paid ordinary shares in the Company (“ New Shares ”). Following the issue of these New Shares approximately 99% of entitlements available under the Rights Issue will have been taken up with a total of approximately A$ 2,809,413 having been raised before costs.

The New Shares will be issued on the same terms and conditions as the Rights Issue (being at an issue price of A$0.005 (£0.0026) with a free attached option exercisable at $0.005 (£0.0026) per share on or before 15 May 2016).

A summary of the Rights Issue Shortfall follows:

Rights Issue Number of
Shares
Subscriptions
Funds (A$)
Maximum Shares offered under the Rights Issue 565,631,686 2,828,158
RightsIssue 252,918,606 1,272,240
Issue ofShortfallShares (issued18May2015) 62,717,362 313,745
Issue ofShortfallShares (issued4June2015) 40,000,000 200,000
Issue ofShortfallShares (issued17June2015) 70,005,500 350,028
Issue ofShortfallShares (issued26 June2015) 134,680,000 673,400
**Total ** 560,321,468 2,809,413
Remaining Shortfall Shares(assumes issue price is A$0.005
perShare)
5,310,218 26,551

The Company has also received notices of exercise of 126,191 Rights Issue Options raising a total of A$666.

The Company will apply for quotation of the New Shares and the Rights Issue Options shares to be traded on the ASX and AIM. It is expected that quotation will take place and trading will commence on the ASX on or around 26 June 2015 and on AIM on or about 2 July 2015.

Mr William Howe, Managing Director, commented: “The success of the Rights Issue is a very pleasing outcome for the Company and indicates a strong level of support from investors, directors and management.

Work on the Los Calatos study is progressing well and is anticipated to be completed by the end of July 2015.”

Metminco Limited ABN 43 119 759 349 Level 6, 122 Walker Street, North Sydney, NSW, 2060
ASX Code: MNC.AX; AIM Code: MNC.L Tel: +61 (0) 2 9460 1856; Fax: +61 (0) 2 9460 1857
www.metminco.com.au

ASX ANNOUNCEMENT

METMINCO LIMITED

26 June 2015

The effect of the allotment of the Shortfall applications on the Issued Capital of the Company is set out in the table below:

Issued Capital Shares On
Issue
Options on
Issue
Shares currently on Issue 2,515,085,092
Option exercisable on or before 28 January 2016 @A$0.075 per
Share
250,000
Option exercisable on or before 28 January 2016 @A$0.089 per
Share
250,000
Option exercisable on or before 1 August 2017 @A$0.0302 per
Share
5,000,000
Option exercisable on or before 27 June 2015 @ A$0.006
(£0.003) per Share
70,496,984
Option exercisable on or before 15 May 2016 @A$0.005
(£0.0026) per Share
424,317,386
Total Securities currently on Issue 2,515,085,092 500,314,370
Shares issued under the Right Issue offer and Shortfall 134,680,000
Option exercisable on or before 15 May 2016 @A$0.005
(£0.0026) per Share
134,680,000
Exercise of Rights Issue Options 126,191 (126,191)
Total Securities on Issue on 26 June 2015 2,649,891,283 634,868,179

==> picture [89 x 56] intentionally omitted <==

William Howe

Managing Director

ASX ANNOUNCEMENT

METMINCO LIMITED

26 June 2015

For further information contact:

METMINCO LIMITED

Stephen Tainton / Phil Killen

NOMINATED ADVISOR AND BROKER

RFC Ambrian Australia Will Souter/ Nathan Forsyth

United Kingdom Samantha Harrison / John van Eeghen

PUBLIC RELATIONS

Buchanan (UK) Gordon Poole/Bobby Morse

Office: +61 (0) 2 9460 1856 Office: +61 (0) 2 9250 0000

Office: +44 (0) 20 3440 6800 Office: +44 (0) 207 466 5000

ASX ANNOUNCEMENT

METMINCO LIMITED

26 June 2015

Company Background

Metminco is a dual ASX and AIM listed company with a portfolio of copper, molybdenum and gold projects in Peru and Chile.

Projects and Mineral Resources

The Los Calatos Project, located in southern Peru, has a total estimated mineral resource of 352 million tonnes at 0.76% Cu and 318 ppm Mo at a cut-off grade of 0.5% Cu, comprising a Measured and Indicated Mineral Resource of 136 million tonnes at 0.73% Cu and 434 ppm Mo, and an Inferred Mineral Resource of 216 million tonnes at 0.78% Cu and 244 ppm Mo.

The Chilean assets include the Mollacas Copper Project with a Mineral Resource of 15.5 million tonnes consisting of a Measured Resource of 11.2 million tonnes at 0.55% Cu and 0.12g/t Au and an Indicated Resource of 4.3 million tonnes at 0.41% Cu and 0.14g/t Au(at a 0.2% copper cut-off); and the Vallecillo Project with a Mineral Resource of 8.9 million tonnes consisting of a Measured Resource of 5.5 million tonnes at 0.84g/t Au, 9.99g/t Ag, 1.12% Zn and 0.32% Pb, an Indicated Resource of 2.6 million tonnes at 0.80g/t Au, 10.23g/t Ag, 0.94% Zn and 0.35% Pb and an Inferred Resource of 0.8 million tonnes at 0.50g/t Au, 8.62g/t Ag, 0.48% Zn and 0.17% Pb (at a cut-off grade of 0.2g/t Au).

The Company also has a number of early stage exploration projects where initial exploration activities have identified anomalous copper, molybdenum and gold values.

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 currently employed by the Company in Chile.

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 the information in the form and context in which it appears herein.

Forward Looking Statement

All statements other than statements of historical fact included in this announcement including, without limitation, statements regarding future plans and objectives of Metminco are forward-looking statements. When used in this announcement, forward-looking statements can be identified by words such as ‘’anticipate”, “believe”, “could”, “estimate”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “potential”, “project”, “seek”, “will” and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this announcement, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its directors and management of Metminco that could cause Metminco’s actual results to differ materially from the results expressed or anticipated in these statements.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this announcement will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. Metminco does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this announcement, except where required by applicable law and stock exchange listing requirements.

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)
(a) Fully paid ordinary shares (Shares)
(b) Unlisted Rights Issue Options to acquire
a further Share.
(c) Unlisted options expired
(a) 134,806,191 Shares
(b) 134,680,000 options issued
1) Shares and options issued on the terms
set out in the prospectus dated 1 April 2015.
(Prospectus).
(a) 134,680,000 Shares at A$0.005(£0.0026)
per each new Share
(b) 134,680,000 Rights Issue Options
exercisable at A$0.005(£0.0026) per
Share exercisable no later than 15 May
2016. Terms are summarised in section
6.2 of the Prospectus.
2) 126,191 Shares issued pursuant to
exercise of Rights Issue Options on the
terms set out in the prospectus dated 1
April 2015.
  • 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 (a) Shares –Yes respects from the date of allotment (b) Rights Issue Options are exercisable in with an existing[+] class of quoted accordance with the terms summarised in +securities? section 6.2 of the Prospectus and will rank If the additional securities do not rank equally with existing Shares 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

A$0.005 (GBP£0.0026)per share

6 Purpose of the issue The proceeds from acceptance of Rights Issue (If issued as consideration for the shortfall applications (A$0.67 million before acquisition of assets, clearly identify costs) will be applied to expenditure related to those assets) completion of the mining study for a smaller, high grade starter operation at the Los Calatos Project and working capital.

  • 7 Dates of entering[+] securities into 26 June 2015 uncertificated holdings or despatch of certificates

Number +Class 8 Number and[+] class of all[+] securities 2,649,891,283 Fully paid ordinary quoted on ASX ( including the Shares securities in clause 2 if applicable)

  • 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
250,000
250,000
5,000,000
70,496,984
558,871,195
Options
exercisable
at
A$0.075
expiring no later than 28 January
2016
Options exercisable at A$0.089
expiring no later than 28 January
2016
Options exercisable at A$0.0302
expiring no later than 1 August 2017
Options exercisable at A$0.006
(GBP£0.003) per share expiring no
later than 27 June 2015
Options
exercisable at A$0.005
(GBP£0.0026) per share expiring no
later than 15May2016
  • 10 Dividend policy (in the case of a The Company does not anticipate payment of trust, distribution policy) on the dividends in the near term. increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
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
n/a
n/a
n/a
n/a
n/a
n/a
n/a
  • See chapter 19 for defined terms.

Appendix 3B Page 3

24/10/2005

Appendix 3B New issue announcement

18
Names of countries in which the
entity has security holders who
will not be sent new offer
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 offer documents 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
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
  • See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

applicable)

30 How do security holders sell n/a their entitlements in full through a broker?

31 How do security holders sell part n/a of their entitlements through a broker and accept for the balance? 32 How do security holders dispose n/a of their entitlements (except by sale through a broker)? 33 +Issue date n/a

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

Refer Appendix A ‘Shareholding Metminco Limited’

  • 36  If the +securities setting out the number of holders in the categories[+] securities are[+] equity securities, a distribution schedule of the additional

  • See chapter 19 for defined terms.

Appendix 3B Page 5

24/10/2005

Appendix 3B New issue announcement

1 - 1,000 1,049,431 1,001 - 5,000 5,328,285 5,001 - 10,000 7,524,954 10,001 - 100,000 88,818,985 100,001 and over 2,547,169,628

To be provided after completion of rights issue

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

  • 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
n/a
n/a
n/a
n/a
Number +Class
n/a n/a
  • See chapter 19 for defined terms. Appendix 3B Page 6

24/10/2005

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: Date: 26 June 2015

==> picture [93 x 45] intentionally omitted <==

(Company Secretary) Print name: Philip W Killen

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

Appendix A: Shareholding Metminco Limited

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
COMPUTERSHARE CLEARING PTY LTD
359,084,717
13.6%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
209,921,320
7.9%
CITICORP NOMINEES PTY LIMITED
110,328,823
4.2%
BARRICK GOLD CORPORATION
75,000,000
2.8%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
74,141,761
2.8%
WILNIC PTY LTD
61,474,933
2.3%
HUMBER RESOURCES INC
50,000,000
1.9%
ORCA CAPITAL
50,000,000
1.9%
FINHILL CAPITAL PTY LTD
48,735,095
1.8%
J P MORGAN NOMINEES AUSTRALIA LIMITED
42,895,683
1.6%
MINING INVESTMENT SERVICES PTY LTD
35,465,000
TANGARRY PTY LTD
34,701,264
1.3%
1.3%
MR MATTHEW DAVID BURFORD
33,558,031
1.3%
MR STEPHEN CHIA-KUEI HSU & MRS JACQUELINE CHIU-YUEH HSU
30,000,000
1.1%
MR COLIN SINCLAIR & MRS MARIA EDITH JAUREGUIBERRY
29,665,623
1.1%
NATIONAL NOMINEES LIMITED
26,392,517
1.0%
BEIRNE TRADING PTY LTD
24,600,000
0.9%
MR GAVIN JOHN DANEEL
22,516,591
0.8%
MR
BRUCE
CAMPBELL
DONALDSON
&
MRS
NOELA
MAREE
DONALDSON
22,500,000
0.8%
MR VASILIOS VOTSARIS
22,448,174
0.8%
  • See chapter 19 for defined terms.

Appendix 3B Page 8

24/10/2005