TIDMMNC
RNS Number : 5751L
Metminco Limited
04 October 2016
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, 04/03/13
Name of entity
Metminco Limited (Company)
--------------------------
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 Ordinary fully paid shares
issued or to be (Ordinary Shares)
issued
2 Number of +securities 422,222,222 Ordinary
issued or to be Shares
issued (if known)
or maximum number
which may be issued
3 Principal terms Ordinary Shares will
of the +securities rank pari passu with
(e.g. if options, existing Ordinary Shares.
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)
------------------------------------
4 Do the +securities The Ordinary Shares rank
rank equally in pari passu with existing
all respects from Ordinary Shares.
the +issue date
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 422,222,222 Ordinary
consideration Shares at A$0.00237 (GBP0.00135)
per Ordinary Share to
raise approximately A$1
million before costs.
------------------------------------
6 Purpose of the The purpose of the issue
issue is to raise capital for
(If issued as advancement of the Company's
consideration Miraflores Gold Project
for the acquisition and working capital purposes.
of assets, clearly
identify those
assets)
-------------------------------------------------------
6a Is the entity Yes
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 17 May 2016
holder resolution
under rule 7.1A
was passed
-------------------------------------------------------
Number of +securities
issued without
security holder
approval under
6c rule 7.1 422,222,222
-------------------------------------------------------
6d Number of +securities Nil
issued with security
holder approval
under rule 7.1A
-------------------------------------------------------
6e Number of +securities Nil
issued with security
holder approval
under rule 7.3,
or another specific
security holder
approval (specify
date of meeting)
-------------------------------------------------------
6f Number of +securities Nil
issued under an
exception in rule
7.2
-------------------------------------------------------
6g If +securities Nil
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 Nil
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 Refer Annexure 1
entity's remaining
issue capacity
under rule 7.1
and rule 7.1A
- complete Annexure
1 and release
to ASX Market
Announcements
-------------------------------------------------------
7 +Issue dates 3 October 2016
Note: The issue
date may be prescribed
by ASX (refer
to the definition
of issue date
in rule 19.12).
For example, the
issue date for
a pro rata entitlement
issue must comply
with the applicable
timetable in Appendix
7A.
Cross reference:
item 33 of Appendix
3B.
Number +Class
---------------------------------- -------------------
Number and +class
of all +securities
quoted on ASX
(including the
+securities in Fully Paid
8 section 2 if applicable) 4,301,275,769 Ordinary Shares
---------------------------------- -------------------
Number +Class
------------ --------------------
Number and +class Options exercisable
of all +securities at A$0.0302
not quoted on per Option
ASX (including into Ordinary
the +securities Shares on
in section 2 if or before
9 applicable) 5,000,000 1 August 2017.
------------ --------------------
10 Dividend policy Not applicable
(in the case of
a trust, distribution
policy) on the
increased capital
(interests)
----------------------------------
Part 2 -- Pro rata issue
11 Is security holder Not applicable
approval required?
---------------
12 Is the issue renounceable Not applicable
or non-renounceable?
---------------
13 Ratio in which Not applicable
the +securities
will be offered
14 +Class of +securities Not applicable
to which the offer
relates
---------------
15 +Record date to Not applicable
determine entitlements
---------------
16 Will holdings Not applicable
on different registers
(or subregisters)
be aggregated
for calculating
entitlements?
---------------
17 Policy for deciding Not applicable
entitlements in
relation to fractions
---------------
18 Names of countries Not applicable
in which the entity
has security holders
who will not be
sent new offer
documents
Note: Security
holders must be
told how their
entitlements are
to be dealt with.
Cross reference:
rule 7.7.
---------------
19 Closing date for Not applicable
receipt of acceptances
or renunciations
---------------
20 Names of any underwriters Not applicable
---------------
21 Amount of any Not applicable
underwriting fee
or commission
---------------
22 Names of any brokers Not applicable
to the issue
---------------
23 Fee or commission Not applicable
payable to the
broker to the
issue
---------------
24 Amount of any Not applicable
handling fee payable
to brokers who
lodge acceptances
or renunciations
on behalf of security
holders
---------------
25 If the issue is Not applicable
contingent on
security holders'
approval, the
date of the meeting
---------------
26 Date entitlement Not applicable
and acceptance
form and offer
documents will
be sent to persons
entitled
---------------
27 If the entity Not applicable
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 Not applicable
will begin (if
applicable)
---------------
29 Date rights trading Not applicable
will end (if applicable)
---------------
30 How do security Not applicable
holders sell their
entitlements in
full through a
broker?
---------------
31 How do security Not applicable
holders sell part
of their entitlements
through a broker
and accept for
the balance?
---------------
32 How do security Not applicable
holders dispose
of their entitlements
(except by sale
through a broker)?
---------------
33 +Issue date Not applicable
---------------
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) x +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 x 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
Refer Annexure 2 'Shareholding Metminco
Limited'
36 x If the +securities are +equity securities,
a distribution schedule of the additional
+securities setting out the number
of holders in the categories 1 - 1,000 911,905
1,001 -
5,000 5,153,633
5,001 -
10,000 6,991,115
10,001
- 100,000 77,753,747
100,001
and over 4,210,465,369
37 A copy of any trust deed for the additional
+securities
Entities that have ticked box 34(b)
38 Number of +securities Not applicable
for which +quotation
is sought
39 +Class of +securities Not applicable
for which quotation
is sought
-----------------
40 Do the +securities Not applicable
rank equally in
all respects from
the +issue date
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 Not applicable
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 Not applicable Not applicable
of all +securities
quoted on ASX
(including the
+securities in
clause 38)
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 is not available now, we 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: 4 October 2016
(Director/Company secretary)
Print name: Philip Killen.
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13
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 securities
on issue 12 months
before the +issue date
or date of agreement
to issue 2,656,183,430
-------------------------------------------------------------- --------------
Add the following:
* Number of fully paid +ordinary securities issued in
that 12 month period under an exception in rule 7.2
* Number of fully paid +ordinary securities issued in
that 12 month period with shareholder approval
* Number of partly paid +ordinary 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 286,749,238
annexed
900,000,000
* It may be useful to set out issues of securities on
different dates as separate line items 0
-------------------------------------------------------------- --------------
Subtract the number
of fully paid +ordinary
securities cancelled
during that 12 month
period 0
-------------------------------------------------------------- --------------
"A" 3,842,932,668
-------------------------------------------------------------- --------------
Step 2: Calculate 15% of "A"
-----------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot
be changed]
------------------------------------------------------------- --------------------------
Multiply "A" by 0.15 576,439,900
------------------------------------------------------------- --------------------------
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
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 458,373,101
------------------------------------------------------------- --------------------------
"C" 458,373,101
------------------------------------------------------------- --------------------------
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
2 576,739,900
------------------------------------------------------------- --------------------------
Subtract "C"
Note: number must be
same as shown in Step
3 458,343,101
------------------------------------------------------------- --------------------------
Total ["A" x 0.15] 118,096,799
- "C" [Note: this is the
remaining placement
capacity under rule
7.1]
------------------------------------------------------------- --------------------------
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"
Note: number must be
same as shown in Step
1 of Part 1 3,842,932,668
-------------------------------------------------------------- -------------------------
Step 2: Calculate 10% of "A"
-----------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot
be changed
-------------------------------------------------------------- -------------------------
Multiply "A" by 0.10 384,293,267
-------------------------------------------------------------- -------------------------
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 0
-------------------------------------------------------------- -------------------------
"E" 0
-------------------------------------------------------------- -------------------------
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
2 384,293,267
------------------------ -----------------------------
Subtract "E"
Note: number must be
same as shown in Step
3 0
------------------------ -----------------------------
Total ["A" x 0.10] 384,293,267
- "E" Note: this is the remaining
placement capacity
under rule 7.1A
------------------------ -----------------------------
Annexure 2: Shareholding Metminco Limited
COMPUTERSHARE CLEARING
1 PTY LTD 1,178,230,005 27.39%
=== =========================== =====================
RMB AUSTRALIA HOLDINGS
2 LIMITED 400,000,000 9.30%
=== =========================== =====================
HSBC CUSTODY NOMINEES
3 (AUSTRALIA) LIMITED 220,339,582 5.12%
=== =========================== =====================
CITICORP NOMINEES PTY
4 LIMITED 105,647,448 2.46%
=== =========================== =====================
5 WILNIC PTY LTD 81,891,533 1.90%
=== =========================== =====================
6 P G HOWARTH PTY LTD 81,500,000 1.89%
=== =========================== =====================
7 BARRICK GOLD CORPORATION 75,000,000 1.74%
=== =========================== =====================
HSBC CUSTODY NOMINEES
8 (AUSTRALIA) LIMITED 74,376,761 1.73%
=== =========================== =====================
9 FINHILL CAPITAL PTY LTD 54,750,000 1.27%
=== =========================== =====================
10 HUMBER RESOURCES INC 53,750,000 1.25%
=== =========================== =====================
11 RSFT MANAGEMENT PTY LTD 41,500,000 0.96%
=== =========================== =====================
MINING INVESTMENT SERVICES
12 PTY LTD 40,465,000 0.94%
=== =========================== =====================
13 ZTAK HOLDINGS PTY LTD 40,000,000 0.93%
=== =========================== =====================
FIRST INVESTMENT PARTNERS
14 PTY LTD 40,000,000 0.93%
=== =========================== =====================
15 MR VASILIOS VOTSARIS 36,267,174 0.84%
=== =========================== =====================
16 TANGARRY PTY LTD 34,701,264 0.81%
=== =========================== =====================
MR COLIN SINCLAIR & MRS
17 MARIA EDITH JAUREGUIBERRY 31,540,623 0.73%
=== =========================== =====================
MR STEPHEN CHIA-KUEI
HSU & MRS JACQUELINE
18 CHIU-YUEH HSU 30,000,000 0.70%
=== =========================== =====================
WOOD PARK AUSTRALIA PTY
19 LTD 29,509,147 0.69%
=== =========================== =====================
HAMMERFEST INVESTMENTS
20 PTY LTD 29,229,109 0.68%
=== =========================== =====================
4 October 2016
Company Announcements Office
Australian Securities Exchange
20 Bridge Street
Sydney NSW 2000
Dear Sir/Madam
Notice under Section 708A(5)(e) of the Corporations Act 2001
Cth)
On 3 October 2016, Metminco Limited ("the Company") issued
422,222,222 fully paid ordinary shares in accordance with the
placement announced to the market on 19 September 2016.
Accordingly the Company gives notice under section 708A(5)(e) of
the Corporations Act 2001 (Cth) (the "Corporations Act") that:
1. the abovementioned ordinary shares were issued without
disclosure to investors under Part 6D.2 of the Corporations
Act;
2. as at the date of this notice the Company has complied with:
(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
(b) section 674 of the Corporations Act; and
3. As at the date of this notice there is no "excluded
information" (as defined in subsection 708A(7) of the Corporations
Act) which is required to be disclosed by the Company.
Yours faithfully
Philip Killen
Company Secretary
Metminco Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
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