Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ANDROMEDA METALS LIMITED Major Shareholding Notification 2021

Dec 12, 2021

64303_rns_2021-12-12_c12573e9-fb54-40d1-9c5d-097448f92c3e.pdf

Major Shareholding Notification

Open in viewer

Opens in your device viewer

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

ToCompany Name/Scheme
Minotaur Exploration Limited
ACN/ARSN
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 aGroup
Entity,and togetherGroup Entities)
ACN/ARSN (if applicable)
As above or set out in Annexure A
There was a change in the interests of the
substantial holder on
10 December 2021
The previous notice was given to the
company on
8 December 2021
The previous notice was dated
8 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
Present notice
Person’s votes
Voting power(5)
Person’s votes
Voting power(5)
Fully Paid Ordinary shares
0
0.00%
(based
on
501,339,148
ordinary shares on issue)
60,639,704
12.10%
(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
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected
Minotaur Exploration Limited
108 483 601
Andromeda Metals Limited ACN 061 503 375 (Andromeda) and each of the entities listed in Annexure A (each aGroup
Entity,and togetherGroup Entities)
As above or set out in Annexure A
Date of
change
Person whose
relevant
interest
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected

9 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
11,236,900 fully
paid ordinary shares

11,236,900
10 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
49,402,804 fully
paid ordinary shares

49,402,804
Date of
change
Person whose
relevant
interest
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected
Increase in relevant interest due to
9 December 2021 Andromeda acquisition of relevant interests in ordinary
shares of Minotaur as a result of
acceptances of the off-market takeover

1.15 Andromeda Shares
per ordinary share
11,236,900 fully
paid ordinary shares
11,236,900
offer
Increase in relevant interest due to
10 December 2021 Andromeda acquisition of relevant interests in ordinary
shares of Minotaur as a result of
acceptances of the off-market takeover

1.15 Andromeda Shares
per ordinary share
49,402,804 fully
paid ordinary shares
49,402,804
offer

4. Present relevant interests

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

Holder of
relevant
interest
Registered
holder of
securities
Person entitled
to be registered
as holder (8)
Nature of
relevant
interest (6)
Class and
number of
securities
Person’s votes
Andromeda Persons who have
accepted
Andromeda's
takeover offer
Andromeda, pursuant to the takeover
offer
Relevant interest under
section 608(1) and / or
section 608(8)
Corporations Act
pursuant to acceptances
of the takeover offers.
60,639,704 fully
paid ordinary
shares
60,639,704 fully paid
ordinary shares

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
13.12.2021
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: 13 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