MINERAL COMMODITIES LTD — Capital/Financing Update 2013

Jan 23, 2013

Appendix
3B New
issue
announcement

**Appendix

3B**

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

**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, 01/08/2012

Name
of
entity

MINERAL COMMODITIES LIMITED

ABN

39 008 478 653

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 Ordinary Shares be
  issued

• 2 Number
  of[+] securities
  issued
  or 9,937,000 to
  be
  issued
  (if
  known)
  or maximum
  number
  which
  may
  be issued

• 3 Principal
  terms
  of
  the[+] securities Fully paid Ordinary Shares (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)

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
1

Appendix
3B New
issue
announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity 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 resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A
	Yes
	$0.085
	Issue pursuant to shareholder approval obtained at the General Meeting held 21 December 2012
	No
	N/A
	6,000,000 unlisted options
	N/A

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
2

01/08/2012

Appendix
3B New
issue
announcement

6e Number
of[+] securities
issued 170,552,000 issued pursuant to with
security
holder
approval shareholder approval on 31 May 2012 under rule 7.3, or another and 21 December 2012 specific
security
holder
approval (specify
date
of
meeting)

6f Number
of
securities
issued 8,322 under
an
exception
in
rule
7.2 6g If
securities
issued
under
rule N/A 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 N/A 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 42,493,001 equity securities or 13 % of total issue
capacity
under
rule
7.1
and rule
7.1A
–
complete
Annexure
1 shares on issue and
release
to
ASX
Market Announcements 7 Dates
of
entering[+] securities
into uncertificated holdings or 24 January 2013 despatch
of
certificates Number +Class 8 Number and +class of all 323,953,343 Fully Paid Ordinary +securities quoted on ASX Shares (MRC) ( including the securities in section
2
if
applicable)

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
3

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
	10,000,000 1,000,000	Unlisted Options exercisable at $0.20 on or before 31 December 2015. Unlisted Options exercisable at $0.35 on or before 31 December 2015
	N/A

**Part

2
-­
Bonus
issue
or
pro
rata
issue**

11 Is security holder approval N/A required? 12 Is
the
issue
renounceable
or
non-­‐ N/A renounceable? 13 Ratio
in
which
the[+] securities
will N/A be
offered 14 +Class
of +securities
to
which
the N/A offer
relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers
(or
subregisters)
be aggregated for calculating entitlements? 17 Policy
for
deciding
entitlements N/A in
relation
to
fractions 18 Names
of
countries
in
which
the N/A 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.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
4

01/08/2012

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) 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
5

Appendix
3B New
issue
announcement

• 32 How
  do[+] security
  holders
  dispose of
  their
  entitlements
  (except
  by sale
  through
  a
  broker)?

• 33 +Despatch
  date

N/A N/A

**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

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

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  6

01/08/2012

Appendix
3B New
issue
announcement

**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.

01/08/2012

Appendix
3B
Page
7

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
January
2013 (Director/Company
secretary)

Print
name: Peter
Torre

• See
  chapter
  19
  for
  defined
  terms. Appendix
  3B
  Page
  8

01/08/2012

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

==> picture [415 x 404] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 153,393,021
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 8,322
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities 170,552,000
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
Nil
securities 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 -
securities cancelled during that 12 month
period
“A” 323.953,343
----- End of picture text -----

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
9

Appendix
3B New
issue
announcement

Step 2: Calculate 15% of “A”

Appendix 3B New issue announcement	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	48,593,001
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or 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	5,000,000 Options exercisable at $0.20 on or before 31 December 2015 issued to a Nominee of Mr Andrew Lashbrooke 1,000,000 Unlisted Options exercisable at $0.35 on or before 31 December 2015 issued to a Nominee of Mr Andrew Lashbrooke
“C”	6,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	47,102,451
Subtract“C” Note: number must be same as shown in Step 3	6,000,000
Total[“A” x 0.15] – “C”	42,593,001_[Note: this is the remaining_ placement capacity under rule 7.1]

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
10

01/08/2012

Appendix
3B New
issue
announcement

**Part

2**

==> picture [415 x 485] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” N/A
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
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
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”
----- End of picture text -----

• See
  chapter
  19
  for
  defined
  terms.

01/08/2012

Appendix
3B
Page
11

Appendix
3B New
issue
announcement

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 Subtract “E”

Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E”

Note: this is the remaining placement capacity under rule 7.1A

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
12

01/08/2012