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ANDROMEDA METALS LIMITED Major Shareholding Notification 2021

Dec 13, 2021

64303_rns_2021-12-13_3e795078-54e5-4e30-9596-4b2a04994a86.pdf

Major Shareholding Notification

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Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN

Minotaur Exploration Limited 108 483 601

1. Details of substantial holder (1)

Name Andromeda Metals Limited ACN 061 503 375 ( Andromeda ) and each of the entities listed in Annexure A (each a Group Entity, and together Group Entities ) ACN/ARSN (if applicable) As above or set out in Annexure A

here was a change in the interests of the
ubstantial holder on
he previous notice was given to the
ompany on
he previous notice was dated
13 December 2021
13 December 2021
13 December 2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a

relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previous notice Previous notice Present notice Present notice
Person’s votes Voting power(5) Person’s votes Voting power(5)
Fully Paid Ordinary shares 60,639,704 12.10%
(based on 501,339,148
ordinary shares on issue)
85,364,661 17.03%
(based
on
501,339,148 ordinary
shares on issue)

3. Change in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
change
Person
whose
relevant
interest
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected
13 December 2021 Andromeda Increase in relevant interest due to
acquisition of relevant interests in
ordinary shares of Minotaur as a result
of acceptances of the off-market
takeover offer
1.15 Andromeda Shares
per ordinary share
24,724,957
fully paid ordinary
shares
24,724,957

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of Registered Person entitled Nature of Class and
relevant holder of to be registered relevant number of Person’s votes
interest securities as holder (8) interest (6) securities
Relevant interest under
Andromeda Persons who have
accepted
Andromeda's
takeover offer
Andromeda, pursuant to the takeover
offer
section 608(1) and / or
section 608(8)
Corporations Act
pursuant to
85,364,661
fully paid
ordinary shares
85,364,661
fully paid ordinary
shares
acceptances of the

ME_193763102_1

5. Associates

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association
N/A N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
Andromeda Metals Limited 69 King William Road, Unley SA 5061
Each entity listed in Annexure A 69 King William Road, Unley SA 5061

Signature

print name
sign here
Andrea Betti
capacity
Secretary
date
14.12.2021
DIRECTIONS
  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

ME_193763102_1

ANNEXURE A

This is "Annexure A" of 1 page referred to in Form 604 - Notice of change of interests of substantial holder signed by me.

Signature: Print Name: Andrea Betti Capacity: Secretary Andromeda Metals Limited ACN 061 503 375 Date: 14 December 2021

Name Interest Held Address
Adelaide Exploration Pty Ltd 100% 69 King William Road, Unley SA 5061
Peninsula Resources Limited 100% 69 King William Road, Unley SA 5061
ADN LFESP Pty Ltd 100% 69 King William Road, Unley SA 5061
Mylo Gold Pty Ltd 100% 69 King William Road, Unley SA 5061
Frontier Exploration Pty Ltd 100% 69 King William Road, Unley SA 5061
Andromeda Industrial Minerals Pty Ltd 100% 69 King William Road, Unley SA 5061
Andromeda Green Technologies Pty Ltd 100% 69 King William Road, Unley SA 5061

ME_193763102_1