UNION STAR METALS LTD — Capital/Financing Update 2012

Dec 18, 2012

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South America’s
Emerging Gold
Explorer
ASX Release
19 December 2012
Level 28, 140 St Georges Terrace,
PERTH WA 6000
PO Box 994,
SUBIACO WA 6904
P: +61 8 9278 2766
F: +61 8 9278 2525
W: www.promesa.com.au
ABN 36 124 541 466
ASX Code: PRA
Contact
Ananda Kathiravelu
Executive Director
ananda@promesa.com.au
Michael Sebbag
Executive Technical Director
michael@promesa.com.au
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PLACEMENT - DESPATCH OF HOLDING STATEMENTS, APPENDIX 3B AND SECTION 708A(5) NOTICE

Promesa Limited (“Promesa” or the “Company”) (ASX:PRA) is pleased to advise that the holding statements for the $1,325,000 capital raising to sophisticated and professional investors were despatched.

The placement of 15,900,000 shares at $0.05 has been made pursuant to the Company’s 15 % placement facility.

The placement of 10,600,000 shares at $0.05 has been made pursuant to the additional 10% placement as approved by shareholders.

Pursuant to listing rule 3.10.5, the Company provides the following information:

1. The issue under 7.1A diluted the voting power of the existing holders by 9.94% and raised $530,000.

2. The Company chose to issue the securities under 7.1A rather than a pro rata issue (or other type of issue) due to the strong support of sophisticated and professional investors, and the costs benefits of such an issue.

3. There were no underwriting agreements and there were minimal costs in connection with the issue.

Please find attached an Appendix 3B and a Section 708A(5) Notice with respect to the issue.

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Philip Re Company Secretary Promesa Ltd

bout Promesa Ltd (ASX:PRA)

Promesa Ltd (“Promesa”, “the Company”) is a Perth based ASX listed Company, with a portfolio of exploration properties in Peru focused on precious and base metal commodities.

The Company’s projects are situated in the gold and copper rich Western Cordillera region in Peru. The concessions are considered prospective for Au, Ag, Cu and associated minerals. The concessions total 7 prospect locations with a total area of 39,436.5 ha.

Promesa provides investors access to an exciting and growing portfolio of exploration projects at discovery stage, including seven projects in Peru, each offering a unique path way to discovery.

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

PROMESA LIMITED

ABN 36 124 541 466

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)	Ordinary shares (PRA)
	26,500,000 Ordinary Shares (PRA)
	Fully paid ordinary shares ranking equally with existing ordinary shares (PRA)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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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	Yes
	$0.05 per share.
	Issue of share to sophisticated investors.
	Yes.
	26 November 2012.
	15,900,000

• See chapter 19 for defined terms.

Appendix 3B Page 2

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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)	10,600,000	10,600,000
	Nil
	Nil
	Yes. Share price 19 December 2012 $0.06. VWAP Price $0.049 Source : ASX
	N/A
	See annexure 1
	19 December 2012.
	Number	+Class
	133,083,133	Fully paid ordinary shares.

• See chapter 19 for defined terms.

Appendix 3B Page 3

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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
	3,300,000 40,000,000 1,000,000 1,000,000 1,000,000	Director Options ($0.20 expiry 31 December 2013). Options ($0.20 expiry 31 January 2013). Unlisted Class A Options ($0.15 Expiry 12 December 2014) Unlisted Class B Options ($0.20 Expiry 12 December 2014) Unlisted Class C Options ($0.25 Expiry 12 December 2014)
	The Directors do not anticipate declaring a dividend in the foreseeable future.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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?

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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.
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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

	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?
32	How do+security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Despatch date

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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

• 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 7

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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.

Appendix 3B Page 8

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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:

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.

Philip Re Company Secretary 19 December 2012

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• See chapter 19 for defined terms.

Appendix 3B Page 9

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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

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Insert number of fully paid ordinary 106,583,133
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 -
securities cancelled during that 12 month
period
“A” 106,583,133
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• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 15,987,470
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 15,900,000 Fully Paid Ordinary Shares.
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” 15,900,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 15,987,470
Note: number must be same as shown in
Step 2
Subtract “C” 15,900,000
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 87,470
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

Appendix 3B Page 11

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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” 106,583,133 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 10,658,313

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 10,600,000 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” 10,600,000

• See chapter 19 for defined terms.

Appendix 3B Page 12

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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	10,658,313
Subtract“E” Note: number must be same as shown in Step 3	10,600,000
Total[“A” x 0.10] – “E”	58,313 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

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Wednesday 19 December 2012

The Manager Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Promesa Limited ( Company ) lodged an Appendix 3B with the Australian Securities Exchange on 19 December 2012 with respect to the issue of 26,500,000 Ordinary Shares, pursuant to a placement made to sophisticated and professional investors (as described in Section 708 of the Corporations Act 2001 ( Corporations Act )).

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

The shares and options were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

The Company, as at the date of this notice, has complied with:

• (a) the provisions of Chapter 2M of the Corporations Act; and

• (b) Section 674 of the Corporations Act.

As at the date of this notice, there is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.

Yours faithfully

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Philip Re Company Secretary 19 December 2012

Promesa Ltd ACN 36 124 541 466 www.promesa.com.au Level 28, 140 St Georges Tce, Perth WA 6000 / PO Box 994, Subiaco, WA 6904 Phone +61 8 9278 2766 Fax +61 8 9278 2525