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CENTAURUS METALS LIMITED Major Shareholding Notification 2009

Dec 15, 2009

64715_rns_2009-12-15_43f07e36-5f08-469b-8bca-5df5ba53873a.pdf

Major Shareholding Notification

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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

16 December 2009

GLENGARRY INTEREST IN CENTAURUS SHARES INCREASES TO 38.3%

Glengarry Resources Limited (ASX: GGY) advises that in relation to the merger between Glengarry and Centaurus Resources Limited (ASX: CUR) it has increased its relevant interest in Centaurus shares to 38.3%. A form 604 (notice of change of interests of substantial holder) is attached.

For more information, please contact:

Darren Gordon / Geoff James Managing Director / Chief Financial Officer Glengarry Resources Limited +618 9322 4929

GLENGARRY RESOURCES LIMITED ABN 40 009 468 099 Telephone: (08) 9322 4929 Facsimile: (08) 9322 5510 PO Box 975 West Perth WA 6872 35 Havelock Street West Perth WA 6005 Website: www.glengarry.com.au Email: [email protected]

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Centaurus Resources Limited ACN/ARSN 120 281 969

1. Details of substantial holder (1)

Glengarry Resources Limited (ACN 009 468 099) and its wholly owned Name subsidiaries Glengarry Sabah Pty Ltd (ACN 122 489 669) and Semporna Mining Sdn Bhd (together “ Glengarry ”) ACN/ARSN (if applicable) See Above There was a change in the interests of the substantial holder on 15/12/2009 The previous notice was given to the company on 12/11/2009 The previous notice was dated 12/11/2009

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
7,517,618 18.98% 15,150,319 38.26%

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
changed
Nature of change (6) Consideration given
in relation to change
(7)
Class and
number of
securities
affected
Person’s
votes
affected
15/12/2009 Glengarry Acquisition of relevant
interests arising upon
acceptance of takeover
offers dated 9
December 2009
(Offers) contained in
Glengarry’s Bidder’s
Statement dated 3
December 2009
8 Fully Paid Ordinary
Shares in Glengarry
Resources Limited for
every 1 Centaurus
Resources Limited
Fully Paid Ordinary
Share, subject to the
terms of the Offers
7,632,701 Fully
Paid Ordinary
Shares
7,632,701

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
Glengarry Various offerees
who have accepted
the Offer
Subject to the terms of
the Offers, Glengarry
Relevant interests
under sections 608
(1) and 608 (8) of the
Corporations Act
2001 pursuant to
acceptances of the
Offers.
The shares which are
the subject of the
acceptances have not
yet been transferred
to Glengarry.
The power of
Glengarry to vote or
dispose of the shares
that are the subject of
acceptances of the
Offers is qualified
since the Offers have
not been declared
unconditional and it is
not presently
registered as the
holder of the shares.
8,580,201 Fully
Paid Ordinary
Shares
8,580,201
Glengarry Various ordinary
shareholders of
Centaurus who
have entered into
Pre-Bid Acceptance
Agreements dated
10/11/2009 with
Glengarry, as set
out in the Form 603
Notice of initial
substantial holder
dated 12/11/2009,
and who have not
yet accepted the
Offer.
Various ordinary
shareholders of
Centaurus referred to
in the Form 603 Notice
of initial substantial
holder dated
12/11/2009
Power to control
disposal pursuant to
Pre-Bid Acceptance
Agreements dated
10/11/2009
6,570,118
Fully Paid
Ordinary Shares
6,570,118

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
N/A N/A

6. Addresses

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

Name Address
Glengarry Resources Limited, Glengarry Sabah
Pty Ltd and Semporna Mining Sdn Bhd
Mezzanine Level, 35 Havelock Street, West Perth WA 6005

Signature

print name
sign here
Geoff James
capacity
Company Secretary
date
16/12/2009

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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 (e.g. 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.