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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
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(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.
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(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6) Include details of:
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(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
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(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.
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(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.
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(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".
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.