METMINCO LIMITED ACN 119 759 349

PROSPECTUS

This Prospectus is being issued for the following offers:

  • a renounceable pro rata offer to Eligible Shareholders of 2 New Shares for every 5 Shares held on the Record Date, at an issue price of $0.003 per New Share (Rights Issue);

  • any shortfall under the Rights Issue at an issue price of $0.003 per New Share (Shortfall Offer); and

  • an offer of up to 45,000,000 Placement Options to subscribers under the Placement, on the basis of 1 free-attaching Quoted Option for every 3 Shares subscribed for and issued under the Placement (Placement Options Offer).

Patersons Securities Limited is acting as Lead Manager to the Offers. The Rights Issue is partially underwritten by Director Kevin Wilson.

The Rights Issue closes at 5:00pm (AEDT) on Friday, 14 December 2018.*

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT

SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL

ADVISER WITHOUT DELAY.

AN INVESTMENT IN THE SECURITIES OFFERED IN CONNECTION WITH THIS PROSPECTUS

SHOULD BE CONSIDERED OF A SPECULATIVE NATURE.

* The Company reserves the right, subject to the Corporations Act and Listing Rules to extend the Closing Date.

IMPORTANT INFORMATION

This Prospectus is dated 20 November 2018 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC, ASX, nor any of their respective officers take any responsibility for the contents of this Prospectus.

No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). The Company will apply for Official Quotation by ASX of the New Shares and Quoted Options offered by this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company C/- Accosec & Associates, Suite 3, Level 2, 470 Collins Street, Melbourne, Victoria during normal business hours. The Prospectus will also be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company's registered office by contacting the Company. The Offers contemplated by this Prospectus are only available in electronic form to persons receiving an electronic version of this Prospectus within Australia, New Zealand or Singapore. Applications for Securities will only be accepted on an Application Form attached to or provided by the Company with a copy of this Prospectus either in paper or electronic form. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by a complete and unaltered copy of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offers in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers.

No action has been taken to permit the offer of Securities under this Prospectus in any jurisdiction other than Australia (or subject to the restrictions in Section 1.14, New Zealand, or Singapore). The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This document is important and should be read in its entirety before deciding to participate in an Offer. This does not take into account the investment objectives, financial or taxation, or particular needs of any Applicant. The Securities offered by this Prospectus should be considered speculative. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 4.

This Prospectus includes forward-looking statements that have been based on current expectations about future acts, events and circumstances. These forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in the forward-looking statements.

Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to AEDT unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

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CORPORATE DIRECTORY

Directors

  • Mr Kevin WilsonExecutive Chairman

  • Mr Glenister Lamont Non-Executive Director

  • Mr Roger HigginsNon-Executive Director

Australian Share Registry*

Link Market Services

Level 12, 680 George Street SYDNEY NSW 2000

Joint Company Secretaries Mr Geoffrey Widmer

Mr Andrew Metcalfe

Telephone: 1300 554 474 Facsimile: +61 2 9287 0303

Email:registrars@linkmarketservices.com.au

Registered Office & Principal Place of Business C/- Accosec & Associates Suite 3, Level 2

470 Collins Street MELBOURNE VIC 3000

Telephone: Facsimile: Email: Website:

+61 3 9867 7199 +61 3 9867 8587info@metminco.com.auwww.metminco.com.au

Auditors*

Grant Thornton

Collins Square, Tower 1 727 Collins Street MELBOURNE VIC 3008

Solicitors

Bellanhouse Lawyers Level 19, Alluvion 58 Mounts Bay Road PERTH WA 6000

ASX Codes Shares:

Quoted Options:MNC MNCOA

Lead Manager

Patersons Securities Limited AFSL 239052

Level 23, Exchange Tower 2 The Esplanade

PERTH WA 6000

* These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

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PROPOSED TIMETABLE FOR RIGHTS ISSUE

Event

Date

Lodgement of Prospectus and Appendix 3B with ASX Option holders notified of Offers

Notice of Rights Issue sent to Shareholders

Pre-market open on

Wednesday, 21 November 2018

Securities quoted on an "Ex" basis and rights trading commences

Thursday, 29 November 2018

Record Date for determining Entitlements

Friday, 30 November 2018

Prospectus and Application Form despatched to Eligible Shareholders

Wednesday, 5 December 2018

Rights trading ends

Friday, 7 December 2018

Securities quoted on a deferred settlement basis

Monday, 10 December 2018

Last day to extend the Closing Date of Rights Issue

Tuesday, 11 December 2018

Closing Date of Rights Issue

Friday, 14 December 2018

Notification of Shortfall

Monday, 17 December 2018

Issue date of Securities

Deferred settlement trading ends

Tuesday, 18 December 2018

Commencement of Securities trading on ordinary settlement basis

Wednesday, 19 December 2018

Anticipated date of General Meeting

Monday, 24 December 2018

All dates (other than the date of the Prospectus, the date of lodgement of the Prospectus with ASIC and ASX) are indicative only. The Directors may extend the Closing Date by giving at least

3 Business Days' notice to ASX prior to the Closing Date. As such the date the Securities issued under the Rights Issue are expected to commence trading on ASX may vary. The Company reserves the right, subject to the Corporations Act and Listing Rules and other applicable laws, to vary any other date of the Offers, including accepting late applications, either generally or in particular cases, without notice.

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LETTER FROM THE CHAIRMAN

Dear Shareholder

Metminco Limited (Company) is pleased to announce a renounceable 2-for-5 rights issue to Eligible Shareholders of Shares at an issue price of $0.003 each to raise a total of approximately $1.25 million before costs (Rights Issue).

The Rights Issue will only be made to Eligible Shareholders registered at the Record Date who will be sent an Entitlement and Acceptance Form which will be accompanied by this Prospectus. To accept your Entitlement under the Rights Issue, you will need to complete the Entitlement and Acceptance Form in accordance with the instructions on the form and as outlined in this Prospectus.

Funds raised pursuant to the Capital Raising will be used for advancing the Company's Quinchia Gold Project in Colombia and working capital. For further details on the proposed use of funds please see Section 1.5 of this Prospectus.

The Directors presently intend to take up all of their respective Entitlements under the Rights Issue. I have also agreed to partially underwrite the Rights Issue up to a total of $100,000 worth of Shares. See Section 1.7 for further details.

Patersons Securities Limited has been appointed as lead manager to the Offers.

The Prospectus includes further details of the Offers and the effect of the Offers on the Company, and a statement of the risks associated with investing in the Company. This is an important document and should be read in its entirety. If you have any doubts or questions in relation to the Prospectus you should consult your stockbroker, accountant, solicitor or other independent professional advisor to evaluate whether or not to participate in the Offers.

On behalf of the Board, I encourage you to consider this investment opportunity and thank you for your ongoing support.

Yours faithfully

Kevin Wilson Chairman

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Metminco Limited published this content on 21 November 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 November 2018 21:55:03 UTC