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MEEKA METALS LIMITED Capital/Financing Update 2015

Mar 23, 2015

65312_rns_2015-03-23_dab3dea4-6ed9-44fd-8287-13ab20b8bd59.pdf

Capital/Financing Update

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==> picture [222 x 60] intentionally omitted <==

24 March 2015

Centralised Company Announcements Platform Australian Stock Exchange 10[th] floor, 20 Bond Street Sydney NSW 2000

Dear Sir,

NON RENOUNCEABLE ENTITLEMENTS ISSUE – APPENDIX 3B

As previously announced, Latitude Consolidated Limited (“Latitude” or the “Company”) is proceeding with a Non-Renounceable Entitlements Issue of Shares.

The Entitlements Issue offers shareholders who are registered at the Record Date one (1) New Share for every two (2) existing shares held, at an issue price of 1.2 cents each.

Further details will be provided in the Entitlements Issue Offer document to be announced in the coming days.

An Appendix 3B for the Entitlements Issue is following.

Yours sincerely,

For and on behalf of Latitude Consolidated Limited

==> picture [130 x 53] intentionally omitted <==

Brett Tucker Company Secretary

LATITUDE CONSOLIDATED LIMITED ACN 080 939 135 Ground Floor, 16 Ord Street West Perth WA 6005 P : +61 8 9482 0550 F : +61 8 9482 0505

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

Latitude Consolidated Limited

ABN

23 080 939 135

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
70,425,025
Fully paid ordinary shares
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes 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 5 Issue price or consideration $0.012 per fully paid ordinary share 6 Purpose of the issue Pro-rata non-renounceable entitlements issue of (If issued as consideration for the 70,425,025 New Shares on the basis of one (1) New acquisition of assets, clearly Share for every two (2) Shares held at the Record identify those assets) Date 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 Not Applicable resolution under rule 7.1A was passed 6c Number of +securities issued Not Applicable without security holder approval under rule 7.1 6d Number of[+] securities issued with Not Applicable security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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.
6
h
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 clause
2 if applicable
Not Applicable Not Applicable
70,425,025 Ordinary Shares

Not Applicable
Not Applicable
Refer Annexure 1
On or about 20 April 2015
Number +Class
211,275,075 Fully Paid Ordinary
Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
40,000,011
1,900,000
1,900,000
Options exercisable at
$0.0225 each, expiring
30 June 2015
Options exercisable at
$0.03 each, expiring
31 December 2016
Options exercisable at
$0.04 each, expiring
31 December 2016

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
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.
No
Non-renounceable
One (1) New Share for every two (2) Shares held
Fully paid ordinary shares
30 March 2015
Yes
Rounding up to the nearest 1 share
Only an Australian and New Zealand offer
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

19
Closing
date
for
receipt
of
acceptances or renunciations
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)
13 April 2015
Offer is not underwritten. Allocation of any
Shortfall Shares will be managed by Azure
Capital Ltd and Foster Stockbroking Pty Ltd,
the joint managers to the Offer (Joint
Managers). Allocation of the Shortfall Shares
will be at the discretion of the Joint Lead
Managers in consultation with the Company,
subject to the requirements of the Listing Rules
and the Corporations Act. Shortfall Shares will
be issued at the same issue price of New Shares
under the Offer.
Not Applicable
Azure Capital Ltd and Foster Stockbroking Pty
Ltd will manage the Offer.

A fee equal to 6% of the total funds raised
under the Entitlements Issue.
Refer to 23 above for commissions payable to
the Joint Managers in relation to the
Entitlements Issue.
Not Applicable
2 April 2015
2 April 2015
Not Applicable
Not Applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

30
How do+security holders sell
their entitlements_in full_through
a broker?
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
Not Applicable
Not Applicable
Not Applicable
On or about 20 April 2015

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

  • 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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

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

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 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 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 quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

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.

Sign here: Date: 24 March 2015 ( Company Secretary )

Print name: Mr Brett Tucker =======================

  • See chapter 19 for defined terms.

Appendix 3B Page 9

1/1/2003

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary 140,850,050 securities on issue 12 months before date of issue or agreement to issue

Add the following:

  • Number of fully paid ordinary securities Nil issued in that 12 month period under an exception in rule 7.2

  • Number of fully paid ordinary securities Nil issued in that 12 month period with shareholder approval

  • Number of partly paid ordinary securities Nil that became fully paid in that 12 month period

Note:

  • Include only ordinary securities here – other classes of equity securities cannot be added

  • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid ordinary Nil securities cancelled during that 12 month period “A” 140,850,050

  • See chapter 19 for defined terms.

Appendix 3B Page 10

1/1/2003

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

  • “B” 0.15 [Note: this value cannot be changed]

  • Multiply “A” by 0.15 21,127,507 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or Nil agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

  • Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

  • • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “C” Nil

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 21,127,507
Note: number must be same as shown in
Step 2
Subtract“C” Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 21,127,507
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

1/1/2003

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 140,850,050 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 14,085,005

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Nil

Notes:

  • This applies to equity securities – not just ordinary securities

  • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

  • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

  • It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

  • See chapter 19 for defined terms.

Appendix 3B Page 12

1/1/2003

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
14,085,005
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 14,085,005
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 13