6 Dec 2011 07:01
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity |
Metminco Limited |
ABN |
43 119 759 349 |
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
| New fully paid ordinary shares (Share) |
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2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued
| Right Issue - up to 68,584,428 Shares |
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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) | Shares issued pursuant to Rights Issue
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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 | Yes |
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5 | Issue price or consideration
| 14 cents |
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6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| The funds raised will be applied to:
·; pre-feasibility /scoping study at the Company's 100% owned Vallecillo exploration project
·; exploration, project development and working capital
(The Rights Issue is part of the proposed $50 million capital raising announced 25 November 2011).
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7 | Dates of entering +securities into uncertificated holdings or despatch of certificates
| 12 January 2012 | |||||
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Number | +Class | ||||||
8 | Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
| 1,674,466,146
27,217,517
| Shares
December 2012 $0.25 Options | ||||
| Number | +Class | |
9 | Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
| 4,500,000
14,250,000
14,250,000
2,000,000
2,000,000
2,500,000
2,500,000
68,584,428
| Options exercisable at A$0.30 expiring 31 July 12
Options exercisable at A$0.44 expiring no later than 6 Dec 13
Options exercisable at A$0.525 expiring no later than 6 Dec 13
Options exercisable at A$0.44 expiring 6 Dec 13
Options exercisable at A$0.525 expiring 6 Dec 13
Options exercisable at A$0.21.5 expiring no later than 5 Dec 14
Options exercisable at A$0.26 expiring no later than 5 Dec 14
Shares pursuant to Rights Issue
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10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | N/A | |
Part 2 ‑ Bonus issue or pro rata issue
11 | Is security holder approval required?
| No |
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12 | Is the issue renounceable or non-renounceable? | Non-renounceable |
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13 | Ratio in which the +securities will be offered | One (1) Share for every twenty (20) Shares held |
14 | +Class of +securities to which the offer relates | Shares |
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15 | +Record date to determine entitlements | 14 December 2011
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16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | No |
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17 | Policy for deciding entitlements in relation to fractions
| Rounded up to the nearest whole share |
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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. | All countries other than Australia and New Zealand.
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19 | Closing date for receipt of acceptances or renunciations | 3 January 2012 |
20 | Names of any underwriters
| N/A |
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21 | Amount of any underwriting fee or commission | N/A |
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22 | Names of any brokers to the issue | Canaccord BGF |
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23 | Fee or commission payable to the broker to the issue | 2% of the total amount being offered under the Rights Issue and a further 3% for any shortfall Shares placed |
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24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders | N/A |
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25 | If the issue is contingent on +security holders' approval, the date of the meeting | N/A |
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26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled | 15 December 2011 |
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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 | N/A |
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28 | Date rights trading will begin (if applicable) | N/A |
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29 | Date rights trading will end (if applicable)
| N/A |
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30 | How do +security holders sell their entitlements in full through a broker? | N/A |
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31 | How do +security holders sell part of their entitlements through a broker and accept for the balance? | N/A |
32 | How do +security holders dispose of their entitlements (except by sale through a broker)? |
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33 | +Despatch date
| 11 January 2012 |
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)
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(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 | |
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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 | |
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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
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39 | Class of +securities for which quotation is sought
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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 |
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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)
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Number | +Class | |||
42 | Number and +class of all +securities quoted on ASX (including the securities in clause 38)
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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: 06 Dec 2011
(Company secretary)
Print name: Philip W Killen