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CATALYST METALS LIMITED — Major Shareholding Notification 2023
Feb 16, 2023
64743_rns_2023-02-16_a4f5f8ef-55e1-4ff7-9876-6ff1a4068aec.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
Vango Mining Limited ( Vango )
ACN/ARSN
ACN 108 737 711
1. Details of substantial holder (1)
Name ACN/ARSN (if applicable)
Catalyst Metals Limited ACN 118 912 495 ( Catalyst ) and each of the entities listed in Annexure A ( Catalyst Group Entities )
As set out above and in Annexure A
There was a change in the interests of the substantial holder on 16 / 02 / 2023 The previous notice was given to the company 13 / 02 / 2023 The previous notice was dated 13 / 02 / 2023
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:
as follows: |
||||
|---|---|---|---|---|
| Class of securities (4) | Previous notice | Present notice | ||
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |
| ORD | 945,962,729 | 75.08% | 1,109,597,619 | 88.07% |
3. Changes 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 ~~chaned~~ |
Nature of change (6) | Consideration given in relation to change (7) |
Class and number of securities affected |
Person’s votes affected |
|---|---|---|---|---|---|
| 14/02/2023 | ~~g~~ Catalyst |
Acquisition of a relevant interest by way of acceptances of offers made under Catalyst’s off-market takeover bid for all the ordinary shares in Vango on the terms set out in the Bidder’s Statement dated 10 January 2023 (Takeover Offer) |
Five (5) Catalyst shares for every one hundred and fifteen (115) Vango shares, as per the Takeover Offer |
2,295,868 ORD | 2,295,868 |
| 15/02/2023 | Catalyst | Acquisition of a relevant interest by way of acceptances of offers made under the Takeover Offer |
Five (5) Catalyst shares for every one hundred and fifteen (115) Vango shares, as per the Takeover Offer |
3,143,686 ORD | 3,143,686 |
| 16/02/2023 | Catalyst | Acquisition of a relevant interest by way of acceptances of offers made under the Takeover Offer |
Five (5) Catalyst shares for every one hundred and fifteen (115) Vango shares, as per the Takeover Offer |
158,195,336 ORD | 158,195,336 |
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 | |
|---|---|---|---|---|---|---|
| Catalyst | Shareholders of Vango who have accepted offers under the Takeover Offer |
Catalyst, subject to the terms of the Takeover Offer |
Relevant interest under section 608(8) of the Corporations Act as a result of acceptance of offers under the Takeover Offer |
1,109,597,619 ORD | 1,109,597,619 |
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) | Nature of association | |
|---|---|---|
| Not applicable | Not applicable | |
| of persons named in this form are as follows: | ||
| Name | Address | |
| Catalyst and each Catalyst Group Entity | Unit 9, 331-335 Hay Street, Subiaco WA 6008 |
6. Addresses
The addresses of persons named in this form are as follows:
Signature
| print name Frank Campagna capacity |
Company Secretary |
|---|---|
| sign here date |
16 / 02 / 2023 |
| DIRECTIONS | |
| umber of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the | |
| ustee of an equity trust), the names could be included in an annexure to the form. | If the relevant interests of a group of |
| sentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, | |
| and addresses of members is clearly set out in paragraph 6 of the form. | |
| on of "associate" in section 9 of the Corporations Act 2001. | |
| on of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
| es of a company constitute one class unless divided into separate classes. | |
| otes divided by the total votes in the body corporate or scheme multiplied by 100. | |
| of: |
(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)
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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 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.
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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.
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 and dated 16 February 2023.
To: Vango Mining Limited ACN: 108 737 711
Name: Frank Campagna Title: Company Secretary Date: 16 February 2023
Details of Catalyst Group Entities
Entities
ACN
| Entities | ACN |
|---|---|
| SILKFIELD HOLDINGS PTY LTD | 139 185 443 |
| KITE GOLD PTY LTD | 147 745 560 |
| KITE OPERATIONS PTY LTD | 155 299 451 |
| TANDARRA MANAGEMENT PTY LTD | 629 684 680 |
| NOMAD METALS PTY LTD | 628 091 672 |
| UNITY MINING PTY LIMITED | 005 674 073 |
| HENTY GOLD PTY LTD | 008 764 412 |
| FOUR EAGLES JV PROPERTY PTY LTD | 642 388 887 |