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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.