UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of September 2019
 
Commission File Number: 001-35022
 
Mission NewEnergy Limited
(Translation of registrant’s name into English)
 
Unit B9, 431 Roberts Rd
Subiaco, Western Australia 6008
Australia
(Address of principal executive office)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F     √      Form 40-F          
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):          
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):          
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes            No     √     
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 
 

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Mission NewEnergy Limited
 
 
 
 
 
 
 
 
By: /s/ Guy Burnett
 
 
Name: Guy Burnett
 
 
Title: Chief Financial Officer and Company Secretary
 
 
 
 
 
Date: September 24, 2019
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
Description
 
 
99.1
  Market update
 
 
 
 
 
 
 
 
 
24 September 2019
 
ASX ANNOUNCEMENT
 
Mission NewEnergy Limited (ASX: MBT, OTC: MNELF) is pleased to announce that pursuant to the planned Reverse Takeover (RTO) by Pilbara Metals Group (PMG) as announced on 12 July 2019, MBT and PMG have signed the Implementation Agreement and have lodged a draft Shareholders Notice of Meeting (NOM) with the Australian Securities Exchange (ASX) for review. Upon confirmation from the ASX that the NOM is appropriate, it will be distributed to MBT shareholders for approval of the transaction. The MBT Directors support the transaction.
 
Please refer to the announcement released on 12 July 2019 which gives further details on the proposed acquisition of PMG by MBT.
 
An indicative capital structure at Completion, post consolidation and assuming $4.6m to $6.0m raise at indicative price of $0.035 per share is presented below.
 
Details
 
 
$4.6m raise
 
 
 
$6.0m raise
 
 
Existing Mission NewEnergy shares on issue
  40,870,275 
  40,870,275 
Consideration shares issued to PMG
  102,948,444 
  102,948,444 
Advisor & Broker Shares issued to Lead manager upon completion
  4,600,000 
  6,000,000 
Capital raise to comply with ASX listing rules
  131,428,571 
  171,428,571 
PMG Raise Shares
  47,051,556 
  47,051,556 
Total Mission NewEnergy shares (undiluted)
 
  326,898,846 
  368,298,846 
 
    
    
Options
 
    
    
Advisor options
 
  2,000,000 
  2,000,000 
Unlisted options
 
  50,224,114 
  50,224,114 
Performance Rights
  141,368,600 
  141,368,600 
Fully diluted capital structure
 
  520,491,560 
  561,891,560 
 
PMG update
 
PMG is pleased to announce the appointment of Melvin Yeo as the new independent non-executive Chairman of PMG. Mr Yeo is an entrepreneur, experienced company director & corporate lawyer, with more than 20 years’ experience in the start-up space, an ASX20 company and a top-tier Australian law firm. Mr Yeo will take the role as Chairman of MBT post conclusion of the RTO.
 
PMG thanks the outgoing Chairman, Mr Simon Andrew for his role in assisting the company to advance to where it is today.
 
 
Suspension from trading on ASX
 
In accordance with ASX’s policy for entities undertaking reverse take-over transactions, the Company’s securities will remain suspended from trading on ASX until the Company has complied with Chapters 1 & 2 of the Listing Rules in accordance with listing rule 11.1.3. Mission remains in compliance with Listing Rule 3.1
 
 
Announcement Ends -
 
Company Contact:
 
Mission NewEnergy Ltd:
 
Guy Burnett
Phone: +61 8 6313 3975
Email: guy@missionnewenergy.com
Pilbara Metals Group:
 
Rob Mandanici
Phone: +61 419 015 884
Email: rob@pilbarametalsgroup.com