MST metal storm limited

Metal Storm announces non-renounceable pro rataRights Issue to...

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    Metal Storm announces non-renounceable pro rata
    Rights Issue to raise up to A$6.6 million

    Brisbane, Australia – 25 October 2011: Metal Storm Limited.

    Further to the announcement made on 17 October 2011, Metal Storm today announces the details of a nonrenounceable
    pro rata rights issue of ordinary shares in Metal Storm to shareholders in Australia, New Zealand
    and Singapore (Eligible Shareholders) to raise up to approximately A$6.6 million (Entitlement Offer). The
    Entitlement Offer is not underwritten.
    The funds raised will be used as working capital to:
    • continue the development of Metal Storm’s current products;
    • allow Metal Storm to reduce its reliance on its equity line of credit with Dutchess Opportunity Fund II LP,
    at least in the short term; and
    • cover Metal Storm’s ongoing overhead and operating costs.
    Further information will be set out in the Entitlement Offer Booklet which is expected to be mailed to Eligible
    Shareholders on 7 November 2011.
    Details about the Entitlement Offer
    The Entitlement Offer provides Eligible Shareholders with the opportunity to subscribe for one new share in the
    Company (New Share) for every share held on the record date (3 November 2011), at an issue price of $0.003
    per New Share. Eligible Shareholders may also apply for New Shares in excess of their entitlements, although
    any such application may be scaled back (in whole or part) if the Entitlement Offer is oversubscribed. The New
    Shares will be quoted on ASX. The full terms of the Entitlement Offer will be set out in the Entitlement Offer
    Booklet.
    The Entitlement Offer is not subject to a minimum amount of funds being raised. As long as the Entitlement
    Offer is not oversubscribed, the Company will accept all valid applications for New Shares in full.
    Further details about the Entitlement Offer, including key dates, are set out below.
    Summary of the Entitlement Offer
    Issue price $0.003 per New Share
    Entitlement (Eligible Shareholders may also apply for additional New Shares)
    One New Share for every
    Share held at 7.00 pm
    (Sydney time) on
    3 November 2011
    Metal Storm Limited
    ACN 064 270 006
    6196388/7 Page 2 of 3
    Approximate discount to the volume weighted average price of Shares traded
    on ASX in the three months ending 21 October 2011
    25.5%
    Maximum number of New Shares which can be issued under the Entitlement
    Offer
    2,225,078,911
    Approximate amount which can be raised under the Entitlement Offer (before
    costs)
    A$6.6 million
    Approximate number of Shares that will be on issue if the Entitlement Offer is
    fully subscribed1 4,450,157,822
    1 Assuming the Entitlement Offer is fully subscribed, no options are exercised, no convertible notes are converted
    into shares and no further securities are issued.
    Key dates1
    Ex Date – Shares trade without an entitlement to participate in the Entitlement Offer 27 October 2011
    Record Date to determine entitlements 3 November 2011
    Entitlement Offer documentation sent to Eligible Shareholders 7 November 2011
    Opening date for applications to be made 7 November 2011
    Closing Date – last date for receipt of applications (5.00 pm Sydney time) 21 November 2011
    Trading of New Shares expected to commence on ASX on a deferred settlement basis 22 November 2011
    Allotment Date – date New Shares are issued 29 November 2011
    Normal trading of New Shares expected to commence on ASX 30 November 2011
    Holding statements for New Shares expected to be despatched 30 November 2011
    1 Metal Storm reserves the right to vary the Timetable without notice, including by extending or bringing forward the
    Closing Date.
    Update on proposed changes to the terms of the convertible notes
    On 17 October 2011, Metal Storm announced that Lind Partners, LLC, as manager of the Australian Special
    Opportunity Fund LP (ASOF), had agreed to purchase existing Secured Notes with a face value of
    approximately A$13 million and assist the Company with a reorganisation of its capital structure. One of the
    proposals supported by ASOF is an extension to the maturity date of Metal Storm’s existing Secured Notes and
    Interest Bearing Notes for three years to 1 March 2015. Metal Storm has agreed to seek approval from its
    noteholders and shareholders for this extension.
    In addition to the proposed extension to the maturity date of these convertible notes, Metal Storm also
    proposes to seek approval from noteholders and shareholders to amend the conversion price of the convertible
    notes so that the convertible notes will convert on a market-based formula without a minimum conversion price
    (which is significantly above the current share price).
    Metal Storm Limited
    ACN 064 270 006
    6196388/7 Page 3 of 3
    Further information about the proposed amendment to the conversion price and other amendments to the
    convertible notes will be set out in the notices of meeting for the noteholder and shareholder meetings.
    Clarification of issue of convertible security
    Metal Storm wishes to clarify the issue of the security referred to as a Convertible Note in its appendix 3B
    on 18 October 2011. The appendix 3B was issued in error as the issue of the Convertible Note will not
    occur until shareholder approval is obtained at the upcoming shareholder meeting for the Convertible
    Note and the final tranche of $200,000 is paid. Prior to that time, Metal Storm has a debt to ASOF for the
    amounts that will be or have already been advanced. Metal Storm confirms that no equity security has
    been issued at this time. The current capital structure is as set out in the appendix 3B of today’s date.
    ENDS
 
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