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MAGONTEC LIMITED Capital/Financing Update 2012

Nov 22, 2012

65327_rns_2012-11-22_d0f92352-80c4-439b-8276-903e290cc52c.pdf

Capital/Financing Update

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Office 10 Level 8 139 Macquarie St Sydney NSW 2000 Australia Ph: 61 2 8231 7085 Fax: 61 2 9252 8960

The Manager Company Announcements ASX Limited 20 Bridge Street Sydney 2000

23 November 2012

Dear Sirs

Magontec Limited (Company) – Partially Underwritten Renounceable Rights Issue

The Appendix 3B released to the market at 9:38am today was completed using an out-dated format.

The Appendix 3B attached is in the current format of that document.

No substantive data has been altered but it highlights data included in the Prospectus.

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John Talbot Company Secretary

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Magontec Limited

ABN

510 1044 1666

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)
•Fully paid ordinary shares (Shares)
•Listed options to acquire fully paid
ordinary shares (Options)
Up to 236,115,374 Shares
Up to 472,230,748 Options
Shares and Options will be issued on the
terms set out in the renounceable Rights
Issue prospectus dated 23 November 2012
and lodged with ASX and ASIC on the
same date (Prospectus).
•Shares – terms of the Shares are
summarised in section 4.1 of the
Prospectus
•Options are exercisable at 2 cents each
on or before 3 January 2014 – terms of
Options are summarised in section 4.2 of
the Prospectus
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 2

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in • Shares – Yes all respects from the date of • Options – No. The Options are a new allotment with an existing[+] class of class of options. Options are exercisable quoted[+] securities? in accordance with the terms summarised in section 4.2 of the Prospectus and upon If the additional securities do not conversion of the Options, the shares will rank equally, please state: • the date from which they do rank equally with existing shares. • 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 Shares - $0.05 per share Options – Nil 6 Purpose of the issue Pro-rata renounceable Rights Issue to raise (If issued as consideration for the up to approximately 11,805,769 (before acquisition of assets, clearly costs) to be applied as described in section identify those assets) 2.1 of the Prospectus. 6a Is the entity an[+] eligible entity that No has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder NA resolution under rule 7.1A was passed 6c Number of +securities issued NA without security holder approval under rule 7.1 6d Number of[+] securities issued with NA security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

6e
Number of+securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f
Number of securities issued under
an exception in rule 7.2
6g
If securities issued under rule 7.1A,
was issue price at least 75% of 15
day VWAP as calculated under
rule 7.1A.3? Include the issue date
and both values. Include the
source of the VWAP calculation.
6h
If securities were issued under rule
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and
release
to
ASX
Market
Announcements
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 section
2 if applicable)
NA NA
NA
NA
NA
NA
Anticipated to be 3 January 2013 on the
basis of the indicative timetable set out in
the Prospectus.
Number +Class
661,123,048
472,230,748
Fully paid ordinary
shares
Options having an
exercise price of
$0.02 expiring on 3
January2014
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 4

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including the securities in section
2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
art 2 - Bonus issue or
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
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
Number +Class
1,300,000 Options having an
exercise price of
$0.10 expiring on 16
August 2013
No policy exists
pro rata issue
No
Renounceable
5 new fully paid ordinary shares and 10
free attaching listed options for every 9
existing fully paid ordinary shares held as
at the Record Date
Fully paid ordinary shares
Listed options exercisable at $0.02 on or
before 3 January2014
3 December 2012
No
Fractional Entitlements will be rounded up
to the nearest whole number. Refer
section 1.3 of the Prospectus.
All countries other than Australia, New
Zealand, Switzerland and the People’s
Republic of China. Refer to sections 1.9 –
1.11 of the Prospectus.
21 December 2012

Part 2 - Bonus issue or pro rata issue

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

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?
Patersons Securities Limited (Patersons)
Underwriting fee of 1% of the amount
underwritten, being a fee of approximately
$88,378. Refer to section 6.2 of the
Prospectus.
Patersons Securities Limited
$60,000.
N/A
NA
7 December 2012
23 November 2012
27 November 2012
14 December 2012
By contacting their broker verbally or
completing the section marked
“Instructions to Stockbroker” on the
Entitlement and Acceptance Form and
lodging the Form with their broker. Refer
to section 3.4 of the Prospectus.
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 6

Appendix 3B New issue announcement

31
How do+security holders sell part
of their entitlements through a
broker and accept for the balance?
new
32
How do+security holders dispose
of their entitlements (except by sale
through a broker)?
33
+Despatch date
By completing the Entitlement and
Acceptance Form in accordance with the
instructions set out in the Form.
Indicate the number of new shares and
new options the Shareholder wishes to
accept (being less than their entitlement
as specified on the Entitlement and
Acceptance Form) and complete the
section marked “Instructions to
Stockbroker” on the Form in respect of
that part of the entitlement the
Shareholder wishes to sell.
Return the completed Entitlement and
Acceptance Form together with payment
for the total amount payable in respect of
the shares and new options accepted by
5.00pm (EDST) on 21 December 2012.
Refer to section 3.5 of the Prospectus.
Complete a renunciation form (obtainable
through your stockbroker or the
Company’s share registrar).
Refer to section 3.6 of the Prospectus.
3 January 2013

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

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

Appendix 3B New issue announcement

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

  • To be advised in final Appendix 3B submitted upon closure of rights programme

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

To be advised in final Appendix 3B submitted upon closure of rights programme

  • 37 A copy of any trust deed for the additional[+] securities – Not applicable

Entities that have ticked box 34(b)

38 Number of securities for which NA +quotation is sought 39 Class of +securities for which NA quotation is sought

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 8

Appendix 3B New issue announcement

  • 40 Do the[+] securities rank equally in all NA 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 NA 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 NA NA quoted on ASX (including the securities in clause 38)

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9

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 noone 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.

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Date: 23 November 2012

John Talbot Company Secretary

== == == == ==

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 10