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MAGONTEC LIMITED Capital/Financing Update 2013

Jan 3, 2013

65327_rns_2013-01-03_38ef126a-1ba3-4aed-8d2d-1458ac5efed0.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

Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street Sydney, NSW, 2000

Dear Sirs,

4 January 2013

Magontec Limited (Company) – Appendix 3B Partially Underwritten Renounceable Rights Issue

Shares and options have been allotted today to those shareholders who participated in the Company's Renounceable Rights Issue. Holding Statements showing those allotments have been dispatched today to participating shareholders.

The attached Appendix 3B records the detail of additional securities to be listed and other information as required by ASX Listing Rules.

The two Appendices immediately following this covering letter address the requirements at Items 35 and 36 in the attached Appendix 3B.

Yours Sincerely

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John Talbot Company Secretary

Appendix 1

Information Required at Item 35 in the following Appendix 3B

Names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

Fully Paid Ordinary Shares

Top 20 Holdings as at 04-01-2013

Holder Name Balance at 04-01-2013 %
QINGHAI SALT LAKE MAGNESIUM
INDUSTRY LTD 180,535,784 27.834
KWE (HK) INVESTMENT DEVELOPMENT
CO LIMITED 55,797,298 8.603
CITICORP NOMINEES PTY LIMITED 43,221,715 6.664
STRAITS MINE MANAGEMENT PTY
LIMITED 40,499,167 6.244
J P MORGAN NOMINEES AUSTRALIA
LIMITED 29,729,832 4.584
NATIONAL NOMINEES LIMITED 27,915,207 4.304
OPTIMIST INTERNATIONAL INVESTMENTS
LIMITED 21,738,810 3.352
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED 12,597,269 1.942
MR NICHOLAS WILLIAM ANDREWS 11,079,542 1.708
MRS DAWN PATRICIA DAVIS 7,657,465 1.181
MR DAVID PARHAM 4,830,331 0.745
JP MORGAN NOMINEES AUSTRALIA
LIMITED 4,163,104 0.642
MR JOHN DAVID TALBOT 4,000,767 0.617
JOHN STUART HAMER FITTON 3,747,070 0.578
MR PETER FABIAN HELLINGS & MRS
JACQUELINE KIM GUN HELLINGS <BOX 3,050,000 0.470
MRS PAMELA ELIZABETH DRABSCH 2,800,000 0.432
MR IANAKI SEMERDZIEV 2,770,000 0.427
MR DAVID ALOYSIUS DRABSCH 2,644,445 0.408
MR HOWARD LEONARD PATRICK & MS
CAROL FRANCIS PATRICK <HL & CF 2,400,000 0.370
DALSIZ PTY LTD <MORRISON FAMILY S/F
A/C> 2,228,667 0.344
Total 71.447
Issued Capital 648,605,845

Appendix 3B New issue announcement

Options $0.02 Expiring 3 January 2014

Top 20 Holdings as at 04-01-2013

Holder Name Balance at 04-01-2013 %
QINGHAI SALT LAKE MAGNESIUM
INDUSTRY LTD 250,200,000 56.733
J P MORGAN NOMINEES AUSTRALIA
LIMITED 38,144,214 8.649
NATIONAL NOMINEES LIMITED 24,104,796 5.466
CITICORP NOMINEES PTY LIMITED 21,842,108 4.953
OPTIMIST INTERNATIONAL INVESTMENTS
LIMITED 15,527,722 3.521
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED 9,462,722 2.146
MR NICHOLAS WILLIAM ANDREWS 7,913,960 1.794
MRS DAWN PATRICIA DAVIS 5,469,618 1.240
MR MATTHEW BURFORD 2,996,000 0.679
JP MORGAN NOMINEES AUSTRALIA
LIMITED 2,565,554 0.582
AG & GK PTY LTD <AMC
SUPERANNUATION FUND A/C> 2,400,000 0.544
MR PETER FABIAN HELLINGS & MRS
JACQUELINE KIM GUN HELLINGS <BOX 2,180,000 0.494
MRS PAMELA ELIZABETH DRABSCH 2,000,000 0.453
MR DAVID ALOYSIUS DRABSCH 1,888,890 0.428
DALSIZ PTY LTD <MORRISON FAMILY S/F
A/C> 1,771,334 0.402
DR GILLIAN KATRIN MACLAINE-CROSS &
DR ANDREW DUNCAN MACLAINE-CROSS 1,600,000 0.363
DR ANDREW DUNCAN MACLAINE-CROSS 1,600,000 0.363
MRS KATRINA LOVERIDGE 1,509,328 0.342
MR DAVID ALOYSIUS DRABSCH & MRS
PAMELA ELIZABETH DRABSCH <ALEX & 1,444,446 0.328
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED - A/C 2 1,174,634 0.266
Total 395,795,326 89.746
Issued Capital 441,016,570

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QI N GH A I SA LT LA KE MAGNE S IU M I N DU ST R Y LTD Ho ld er N ame J P MOR GAN N OMIN E ES A US TR ALNA TI ON A L N OMIN E ES LCI TI C OR P N OMIN EE S P TY LI MI TEDOP TI MI ST I NT ER N ATI ONA L IN V ES TMEN T S LI MIT ED HS BC CU ST ODY N OMIN E ES (A US TR ALMR NI C HOLA S WI LLMRS D AWMR MATT H EW BU R FOR DJP MORGA N NOMI NE E S AU ST RA LI A LI MIT EDIN C OME A /C >AG & GK PT Y LTD MR PE TE R FA BI A N H ELLKI M GU N H ELMRS P AME LA ELMR DA VI D A LOYS IU S D R AB SC HDA LS IZ P TY LT D DRAN DR E W D U NC A N MAC LA IN E -C R OS S <MA CLDR A N DR EWMRS K AT RI N A LOVE RI D GEMR DA VI D A LOYS IU S D R AB SC H & MR S PA MELELI ZA BE TH DR A BS CH < ALE X & C H RI S D RA BS C H HS BCA/ C 2GI LLCU ST ODY N OMIN E ES (A US TR ALIA N KA TR I N MAC LA IN E -C R OS S & D RN PA TR IC I A DA VI S D U NC AN MAC LA IN E-C R OS SLIN GS IZ AB ET H D RA BS C HIA M A ND R EWSIMI TE DIN GS & MR S JAC QU ELI N E IA L IMI TE DIA ) LI MI TE D - Is IA ) LI MI TE D sued Cap ita <C A SHAAI NE - To ta ll B al anc e at 04 392524, 104, 7921, 842, 1015, 527, 7238, 144, 217, 913, 9605, 469, 6182, 996, 0002, 565, 5542, 400, 0001, 888, 8901, 509, 3281, 174, 6345, 795, 321, 600, 0002, 000, 0001, 600, 0009, 462, 7221, 771, 3341, 444, 4460, 200, 002, 180, 000 -01-201 6826 3 40 441 ,01 56. 73389. 7461. 7941. 2400. 6790. 5820. 5440. 4280. 3420. 2665. 4664. 9533. 5210. 363 6, 570 0. 4530. 3638. 6492. 1460. 4020. 3280. 494 %
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  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Appendix 2

Information Required at Item 36 in the following Appendix 3B

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

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  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

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 • Fully paid ordinary shares ( Shares ) be issued • Listed options to acquire fully paid ordinary shares ( Options )

  • 2 Number of[+] securities issued or 220,508,285 Shares to be issued (if known) or 441,016,570 Options maximum number which may be issued

  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

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)

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 at any time on or before 3 January 2014. Option terms are printed on the reverse of the Holding Statements dispatched to participating shareholders on 4 January 2013.

  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

4 Do the[+] securities rank equally • Shares – Yes in all respects from the date of • Options – No. The Options are a new allotment with an existing[+] class class of options. Options are exercisable of quoted[+] securities? in accordance with the terms summarised in section 4.2 of the If the additional securities do Prospectus and upon conversion of the not rank equally, please state: • the date from which they do Options, the shares will rank equally • the extent to which they with existing shares. 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 up to approximately $11,805,769 (before the 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 No that 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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

6d
Number of+securities issued
with security holder approval
under rule 7.1A
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
4 January 2013
Number +Class
648,605, 845
441,016,570
Fully paid ordinary
shares
Options exercisable
at 2 cents each at
any time on or
before 3 January
2014.
  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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)
Number +Class
1,300,000 Options having an
exercise price of $0.10
expiring on 16 August
2013
No policy exists

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
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 2 cents each
at any time on or before 3 January 2014.
3 December 2012
No
Fractional Entitlements have been
rounded up to the nearest whole number.
Refer section 1.3 of the Prospectus.
  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

18 Names of countries in which the All countries other than Australia, New entity has[+] security holders who Zealand, Switzerland and the People’s will not be sent new issue Republic of China. Refer to sections 1.9 – documents 1.11 of the Prospectus. 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 24 December 2012 acceptances or renunciations

  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

20 Names of any underwriters Patersons Securities Limited (Patersons)
21 Amount of any underwriting fee Underwriting fee of 1% of the amount
or commission underwritten, being a fee of $88,378.
Refer to section 6.2 of the Prospectus.
22 Names of any brokers to the Patersons Securities Limited
issue
23 Fee or commission payable to the $60,000
broker to the issue
24 Amount of any handling fee NA
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25 If the issue is contingent on NA
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance 7 December 2012
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27 If the entity has issued options, 23 November 2012
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 27 November 2012
applicable)
29 Date rights trading will end (if 14 December 2012
applicable)
30 How do+security holders sell By contacting their broker verbally or
their entitlementsin fullthrough completing the section marked
a broker? “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.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
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 24 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.
4 January 2013
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Appendix 3B New issue announcement

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 1 to the covering letter.

  • 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

  • Refer Appendix 2 to the covering letter.

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

  • See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

Appendix 3B New issue announcement

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

  • See chapter 19 for defined terms.

Appendix 3B Page 14

01/08/2012

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.

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Date: 4 January 2013

John Talbot Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 15

01/08/2012

Appendix 3B New issue announcement

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 16

01/08/2012