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BARYS RESOURCES LIMITED Major Shareholding Notification 2022

Nov 23, 2022

64567_rns_2022-11-23_d4f82c0e-d077-4611-a945-083ec855f2db.pdf

Major Shareholding Notification

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Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme
ACN/ARSN
1.
Details of substantial holder (1)
Name
ACN/ARSN (if applicable)
ENRG Elements Limited(formerlyKopore Metals Ltd)
149 230 811
ENRG Elements Limited
149 230 811

There was a change in the interests of the substantial holder on 24/11/2022 The previous notice was given to the 24/08/2022 company on The previous notice was dated 24/08/2022

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
(Shares)
90,000,000 9.70% 60,000,000 6.47% (based on
928,001,854 Shares on
issue)

3. Changes in relevant interests

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:

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
29/07/2022 ENRG
Elements
Limited
(ENRG)
Refer to the Form 603 dated 27 June
2022 (Previous Notice) for full details
regarding the relevant interest held by
ENRG in its own shares pursuant to
section 608(1)(c) of the_Corporations_
Act 2001(Cth), being a relevant interest
arising as a result of having control of
the exercise of the power to dispose of
the shares held by persons that have
entered into escrow arrangements with
ENRG, pursuant to the restriction deeds
in the form attached at Annexure A of
the Previous Notice (theRestriction
Deeds). These shares are described in
this Form 604 as the Escrowed Shares.
A change in ENRG’s relevant interest
occurred due to dilution of the
proportionate number of Escrowed
N/A 1,515,151 Shares 1,515,151.
The voting power of
ENRG was reduced
from 12.95% to
12.93%, a reduction of
0.02%
Shares resulting from the issue of
1,515,151 new shares on 29 July 2022.
24/08/2022 As above A change in ENRG’s relevant interest
occurred due to 30,000,000 Escrowed
Shares being released from voluntary
restriction on 24 August 2022 pursuant
to the terms of the applicable Restriction
Deed.
N/A 30,000,000 Shares 30,000,000.
The voting power of
ENRG was reduced
from 12.93% to 9.70%,
a reduction of 3.23%
24/11/2022 As above A change in ENRG’s relevant interest
occurred due to 30,000,000 Escrowed
Shares being released from voluntary
restriction on 24 November 2022
pursuant to the terms of the applicable
Restriction Deed.
N/A 30,000,000 Shares 30,000,000.
The voting power of
ENRG was reduced
from 9.70% to 6.47%, a
reduction of 3.23%

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
ENRG Endeavour
Financial AG
Endeavour Financial AG Refer to the Previous
Notice for full details
regarding the relevant
interest held by ENRG
in its own shares
pursuant to section
608(1)(c) of the
Corporations Act 2001
(Cth) as a result of
ENRG having the ability
to prohibit the
registered shareholder
from disposing of these
shares for a prescribed
period of time pursuant
to the applicable
Restriction Deed.
40,000,000 Shares 40,000,000
As above Roast Pty Ltd
Trust A/C>
Roast Pty Ltd Trust A/C> As above 8,500,000 Shares 8,500,000
As above Laneway
Investments
Pty Ltd Family A/C>
Laneway Investments Pty Ltd
As above 4,675,000 Shares 4,675,000
As above Maldivian
Investments
Pty Ltd Family Family\
A/C>
Maldivian Investments Pty Ltd
As above 2,125,000 Shares 2,125,000
As above Golden Dawn
Limited
Golden Dawn Limited As above 2,000,000 Shares 2,000,000
As above Merchant
Group
Australia Pty
Ltd
Merchant Group Australia Pty
Ltd
As above 1,700,000 Shares 1,700,000
As above Robert Munro Robert Munro As above 1,000,000 Shares 1,000,000

5. Changes in association

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)
N/A
Nature of association
N/A

6. Addresses

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

Name Address
ENRG Elements Limited Suite 5, 62 Ord Street, West Perth WA 6005
Endeavour Financial AG 20 BAHNHOFSTRASSE, 6300 ZUG, SWITZERLAND
Roast Pty Ltd 13 PACIFIC AVENUE TAMARAMA, SYDNEY NSW 2026
Laneway Investments Pty Ltd Family A/C> PRAEMIUM 1930 - PO BOX 16167 COLLINS STREET WEST VIC 8007
Maldivian Investments Pty Ltd Family Family A/C> GILES PARTNERS PTY LTD, UNIT 1, 36 SWAN ROAD, ATTADALE WA 6156
Golden Dawn Limited SUITE 202, 2ND FLOOR, 6-8 POTTINGER STREET CENTRAL HONG KONG
Merchant Group Australia Pty Ltd PO BOX 883 NEDLANDS WA 6909
Robert Munro INVESTEC WEALTH AND INVESTMENT, 100 OLD HALL STREET, LIVERPOOL UNITED
KINGDOM, L3 9AB

Signature

print name
sign here
Caroline Keats
capacityDirector
date
24 November 2022

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 of 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".

  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.