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MCS SERVICES LIMITED Capital/Financing Update 2015

Dec 17, 2015

65377_rns_2015-12-17_a1c9bb1e-acc3-43f9-b0e5-07ba3574197f.pdf

Capital/Financing Update

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18 December 2015

Australian Securities Exchange Level 40, Central Park 152-158 St. George’s Terrace

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Perth WA 6000

COMPLETION OF ACQUISITION AND REINSTATEMENT DISCLOSURES

Red Gum Resources Limited ( Company ) is pleased to confirm that it has completed the acquisition of MCS Security Group Pty Limited and John Boardman Pty Limited ( Acquisitions ) as approved by Shareholders of the Company 28 October 2015 by way of General Meeting.

The Company provides the following information in relation to the completion of the Acquisitions:

  1. The Company has changed its name to MCS Services Limited.

  2. The Company has closed the offer of the Prospectus dated 26 October 2015 ( Prospectus ) with all conditions being met. Allotment of shares has been instructed.

  3. The Company’s capital structure (on completion of allotment) will be as follows:

Shares on Issue: 201,610,212
Options:
Listed Options Ex. $4.40 Exp. 1 March 2016 1,391,730
Listed Options Ex. $0.44 Exp. 15 November 2017 4,000,047
Unlisted Options Ex. $6.60 Exp. 30 April 2016 113,637
Total Options: 5,505,414

There are up to a further 6,000,000 shares that may be issued (Deferred Consideration) subject to the Company achieving a $1.92m Net Profit After Tax for the 12 months ending 30 June 2016. Following the approval of the Executive Share Plan at the meeting of Shareholders held 28 October 2015 there are up to 40,000,000 shares that may be issued on the Company achieving certain financial milestones (as outlined in the Prospectus).

  1. The Company has entered into voluntary escrow agreements, and 38,400,000 shares are restricted from trade for 12 months from the date of re-admission (as outlined in the Prospectus).

  2. The Company confirms that all conditions of the Acquisitions have been met including the payments to Vendors and issue of consideration shares (as outlined in the Prospectus).

Red Gum Resources Ltd ACN: 119 641 986

79 Angas Street Adelaide SA 5000

  1. The Company confirms there are no known material subsequent events that would change any statements made in the Prospectus including the Company’s consolidated statement of financial position.

  2. The Company has completed the issue of 8,000,000 shares to facilitators of the Acquisitions on the terms set out in the Prospectus.

  3. The Company is not aware of any legal, regulatory or contractual impediment to the Company undertaking its activities and commitments as disclosed in the Prospectus.

  4. The Company is not aware of any ASX listing rules that it is not in compliance with.

  5. The Company can confirm that it has received from Ms. Melissa Chapman a consent to act as a Director, and the Company has received a notice of resignation from Mr. Edwin Bulseco.

The Company wishes to thank Mr. Bulseco for his excellent contribution to the Company.

The Company will advise when it has received a date for reinstatement from ASX.

For, and on behalf of, the Board of the Company,

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Josh Russell Puckridge Executive Director Red Gum Resources Limited +61 (0) 452 440 100

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