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MEEKA METALS LIMITED — Capital/Financing Update 2012
Jul 17, 2012
65312_rns_2012-07-17_d4bf44f9-abf4-4ed3-a28d-bf4b473c255a.pdf
Capital/Financing Update
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18[th] July, 2012
Companies Announcement Office ASX Limited Level 4, 20 Bridge Street SYDNEY NSW 2000
Non-Renounceable Rights Issue
Cleansing Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (Corporations Act).
Integrated Resources Limited (ASX:IRG) ( Company or IRG ) announces that it will be offering Eligible Shareholders the opportunity to acquire additional fully paid ordinary shares in the capital of the Company ( New Shares ) at an issue price of $0.002 cents per New Share via a pro-rata nonrenounceable rights issue ( Offer ) to be offered on the basis of one (1) New Share for every Share held at the Record Date ( Entitlement ).
Under the Offer, IRG will issue up to 504,249,664 million New Shares to raise up to $1,008,500 (before costs).
An indicative timetable for the Offer is set out below.
Eligible Shareholders are shareholders who:
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(a) are registered as the holder of existing fully paid ordinary shares in the Company as at 5.00 pm Sydney time on the Record Date (being 26 July 2012); and
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(b) have a registered address in Australia or New Zealand; and
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(c) are not in the United States and are not “US persons” (as defined under Regulation S under the United States Securities Act of 1933) (U.S. Persons) and are not acting for the account or benefit of U.S. Persons.
Proceeds from the Offer will be used primarily for working capital purposes.
The New Shares will rank equally with all other IRG shares on issue. In addition to being able to apply for the New Shares under the Offer, Eligible Shareholders who take up their full Entitlement under the Offer will be able to apply for New Shares that are not subscribed for in the Offer.
The Offer is partially underwritten to total the amount of $175,000 by each of the Company's directors, the Company Secretary and a Sophisticated Investor. Details of the underwriting arrangements are set out in section 1 of the Offer Memorandum.
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www.integratedres ources .com.au
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Integrated Resources Group Limited ABN 23 080 939 135 Level 20, Suite 2003, 109 Pitt Street Sydney NSW 2000 P 02 9962 8053 F 02 9445 1060
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A copy of the Offer Memorandum relating to the Offer and an Appendix 3B in relation to the Offer are attached to this notice. Eligible Shareholders will be sent an Offer Memorandum and an Entitlement and Acceptance Form on 1 August 2012.
Option holders can only participate in the Offer to the extent that they have exercised their options prior to the Record Date. In order to achieve this, option holders will need to ensure their notice of exercise option and the required funds, are received by the Company no later than 5:00pm Sydney time on 26 July 2012. If option holders do not wish to participate in the Offer in respect of their options they do not need to take any action.
Cleansing Notice
In accordance with section 708AA(2)(f) of the Corporations Act, the Company hereby gives notice that:
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IRG will offer the New Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act.
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IRG is giving this notice under section 708AA(2)(f) of the Corporations Act as modified by CO 08/35;
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As at the date of this notice, IRG has complied with:
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(a) the provisions of Chapter 2M of the Corporations Act as they apply to IRG; and
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(b) section 674 of the Corporations Act.
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As at the date of this notice, there is no information:
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(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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(b) that investors and their professional advisers would reasonably require, for the purpose of making an informed assessment of:
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(i) the assets and liabilities, financial position and performance, profits and losses and prospects of IRG; or
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(ii) the rights and liabilities attaching to the New Shares.
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The issue of New Shares under the Offer is not be expected to have any material effect or consequence on the control of the Company
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Indicative Timetable
The Offer is proposed to be conducted according to the following timetable:
| EVENT | DATE |
|---|---|
| Announcement of Rights Issue -Announcement of offer and ASX Appendix 3B, Offer memorandum and initial Cleansing Notice lodged with ASX. |
Wednesday, 18 July 2012 |
| Notice Date- Notice sent to shareholders containing Appendix 3B Details and an Indicative Timetable |
Thursday, 19 July 2012 |
| Ex date– The date on which IRG shares commence trading without the entitlement to participate in the Offer |
Friday, 20 July 2012 |
| Record date– the date for determining entitlements of Shareholders to participate in the Offer |
Thursday, 26 July 2012 |
| Offer Memorandum sent to Shareholders– dispatch of Offer Memorandum and Entitlement and Acceptance Forms, and lodgement of Cleansing Notice – Offer opens |
Wednesday, 01 August 2012 |
| Closing Date– The last day for receipt of Entitlement and Acceptance Forms (5.00pm Sydney time) |
Wednesday, 15 August 2012 |
| Shortfall notification date | Thursday, 16 August 2012 |
| Despatch date– Allotment of New Shares under the Rights Issue and despatch of holding statements |
Tuesday, 21 August 2012 |
| Expected commencement of normal trading in New Shares on ASX |
Wednesday, 22 August 2012 |
**Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.
**These dates are indicative only.
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Yours sincerely, Integrated Resources Group Limited
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John Smith Company Secretary
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