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LCL RESOURCES LIMITED — Share Issue/Capital Change 2008
Dec 14, 2008
65217_rns_2008-12-14_1b0b4b10-2896-482a-8997-a0e8eb7dc253.pdf
Share Issue/Capital Change
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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).
+Class of +securities issued or to | $\mathbf{1}$ be issued
Ordinary Shares.
- Number of *securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
- Principal terms of the *securities $\overline{3}$ (eg, if options, exercise price and expiry date; if partly paid amount *securities, the outstanding and due dates for payment; $if$ +convertible securities, the conversion price and dates for conversion)
Approximately: 554,705,128 [Based on 100% acceptance of the takeover offer for all of the shares and options in Hampton Mining Limited]
Fully Paid Ordinary Shares
+ See chapter 19 for defined terms.
| 4 | Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted *securities? |
Yes | ||
|---|---|---|---|---|
| If the additional securities do not rank equally, please state: the date from which they do the extent to which they for the participate 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 interest Or payment |
||||
| 5 | Issue price or consideration | 2.5 Metminco Limited Shares for every Hampton Mining Limited Share 1.875 Metminco Limited Shares for every Hampton Mining Limited March og Option 0.9 Metminco Limited Shares for every Hampton Mining Limited April og Option |
||
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) |
To satisfy the consideration payable by Metminco Limited under the takeover offer for all of the shares and options of Hampton Mining Limited, announced to the market on 03 November 2008. |
||
| 7 | Dates of entering +securities into uncertificated holdings or despatch of certificates |
To be advised after the close of the offer for the shares and options of Hampton Mining Limited. |
||
| Number | + Class | |||
| 8 | Number + class of all and quoted ASX *securities on including) the securities in clause 2 if applicable) |
594,742,708 Less shares any subject to escrow imposed by ASX |
Ordinary Shares | |
| 26,230,017 | Options | |||
+ See chapter 19 for defined terms.
| Number | +Class | ||
|---|---|---|---|
| 9 | Number and + class of all *securities not quoted on ASX (including the securities in clause 2 if applicable) |
12,962,425 Plus any shares subject to escrow imposed by ASX |
Ordinary |
| 10 | Dividend policy (in the case of a $\vert$ Refer to the Bidder's Statement dated to |
| 10 | Dividend policy (in the case of a Refer to the Bidder's Statement dated 10 | ||||
|---|---|---|---|---|---|
| trust, distribution policy) on the December 2008, lodged by Metminco | |||||
| increased capital (interests) | Limited. |
Part 2 - Bonus issue or pro rata issue
| 11 | security holder approval N/A Is. required? |
|---|---|
| 12 | Is the issue renounceable or non- N/A renounceable? |
| 13 | Ratio in which the + securities N/A will be offered |
| 14 | $+$ Class of $+$ securities to which the $\mid N/A$ offer relates |
| 15 | determine +Record date N/A to. entitlements |
| 16 | Will different N/A holdings oп registers (or subregisters) be for calculating aggregated entitlements? |
| 17 | Policy for deciding entitlements N/A in relation to fractions |
| 18 | Names of countries in which the N/A 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 N/A receipt $of \mid$ acceptances or renunciations |
+ See chapter 19 for defined terms.
Appendix 3B
New issue announcement
| 20 | Names of any underwriters | N/A |
|---|---|---|
| 21 | Amount of any underwriting fee or commission |
N/A |
| 22 | Names of any brokers to the issue |
N/A |
| 23 | Fee or commission payable to the broker to the issue |
N/A |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders |
N/A |
| 25 | If the issue is contingent on *security holders' approval, the date of the meeting |
N/A |
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
N/A |
| 27 | If the entity has issued options, and the terms entitle option holders participate to oп the date on which exercise, notices will be sent to option holders |
N/A |
| 28 | Date rights trading will begin (if applicable) |
N/A |
| 20 | Date rights trading will end (if applicable) |
$\mid N/A \mid$ |
| 30 | How do + security holders sell their entitlements in full through a broker? |
N/A |
| 31 | How do *security holders sell their entitlements of part through a broker and accept for the balance? |
N/A |
+ See chapter 19 for defined terms.
How do *security holders dispose $\sqrt{\frac{N}{f}}$ $32$ of their entitlements (except by sale through a broker)?
*Despatch date 33
| N/A | ||
|---|---|---|
$N/A$
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- Type of securities 34 (tick one)
- $(a)$ Securities described in Part 1
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
37
$(b)$
- 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
A copy of any trust deed for the additional *securities
+ See chapter 19 for defined terms.
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 $\bullet$ for the participate next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do ٠ not rank equally, other than in relation to the next dividend, distribution interest Οľ 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 | and + class Number of all *securities quoted on ASX. (including the securities in clause 38) |
Number | + Class |
+ See chapter 19 for defined terms.
Quotation agreement
- *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
- We warrant the following to ASX. $\overline{2}$
- 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.
- We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any $\overline{4}$ 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.
Date: 10 Dec 2008 Cómpany secretary) Print name:
Sign here:
- See chapter 19 for defined terms.