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CENTAURUS METALS LIMITED Major Shareholding Notification 2014
64715_rns_2014-04-09_7e3ba752-fcfa-4a13-849d-0936c567fb33.pdf
Major Shareholding Notification
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HOLDING REDLICH
Facsimile
| To: | Australian Securities Exchange |
|---|---|
| Attention: | Market Announcements Office |
| Fax number: | 1300 135 638 |
| From: | Benjamin Hunt / Daniel Blue Direct line: (03) 9321 9981 / (03) 9321 9829 |
| Date: | 10 April 2014 |
| Subject: | Centaurus Metals Limited (CTM) |
| Number of pages: | 23 |
The Information contained in this facsimile may be confidential and may also be the subject of legal professional privilege. If you are not the intended recipient, any use, disclosure or copying of any part of this facsimile is unauthorised.
This facsimile is also subject to copyright. No part of it should be reproduced, adapted or communicated without the written consent of the copyright owner. Any personal information in this facsimile must be handled in accordance with the Privacy Act 1988 (Cth).
If you have received this facsimile in error, we apologise for any inconvenience caused and request that you immediately telephone our office on +61 (0) 3 9321 9999.
If any part of this facsimile is not received, please advise on +61 (0) 3 9321 9999.
Dear Sir/Madam
We act for Liberty Metals & Mining Holdings, LLC and, on behalf of our client, we enclose a notice of change of interests of substantial holder (Form 604) in relation to Centaurus Metals Limited (CTM).
Yours sincerely
July ledid
Holding Redlich
Melbourne . Sydney . Brisbane
Level 8 555 Bourke Street Melbourne Vic 3000 DX 422 Melbourne GPO Box 2154 Melbourne Vic 3001 T +61 3 9321 9999 www.holdingredlich.com ABN 16364527724
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604 Page 1/3 15 July 2001
| Form 604 Corporations Act 2001 Section 671H |
|||
|---|---|---|---|
| Notice of change of interests of substantial holder | |||
| Company Nama/Scheme Τo |
Centaurus Matals Limited | ||
| ACN/ARSN | 009 468 099 | ||
| 1. Details of substantial holder (1) Name ACN/ARSN (if applicable) |
Not applicable | Liberty Mulual Holding Company Inc. and its associated entities listed in Annexure A | |
| There was a change in the interests of the substantial holder on |
10 April 2014 | ||
| The previous notice was given to the company on | 10 September 2012 | ||
| The previous notice was dated | 7 September 2012 | ||
| 2. Previous and present voting power |
The tolal 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 r
| Cless of securities (4) | Previous notice ---- |
Present notice | ||
|---|---|---|---|---|
| Voling power (5) Parson's votes --- |
Person's voles | Voling power (5) | ||
| Ordinary shares | 25,000,000 | 12.77% | 34,000,000 | 14.42% |
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 voling securities of
The company or scheme, since the substantial holder was last required to give
| 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 |
|---|---|---|---|---|---|
| 10 April 2014 | The parties in (1) above | 9,000,000 ascurities acquired pursuant to a letter of offer dated 3 April 2014, which is attached at Annexure B. |
\$1,125,000.00 | 9,000,000 | 9.000.000 |
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4. Present relevant interests
Perticulars of each relevant interest of the substantial holder in voting securities after the obsinge are as follows:
| Holder of relevant Interest |
Registered holder of Beourities |
Person entitled to be registered as holder (8) |
Natura of relevant interest (6) |
Class and number of Becurilies |
Person's votes |
|---|---|---|---|---|---|
| Liberty Metals & Mining Holdings. LLC. |
Liberty Metals & Mining Holdings, LLC |
Liberty Metals & Mining Holdings, LLC. |
Registered holder of 34,000,000 fully paid ordinary shares. |
34,000,000 fully paid ordinary shares |
34.000.000 |
| Liberty Mutual Insurance Company |
Taken under section 606(3)(b) of the Corporations Act to have a relevant interest in the securities, by virtue of having control of Liberty Metals & Mining Holdings, LLC |
34,000,000 fully paid ordinary ahares |
34.000.000 | ||
| Liberty Mulual Group Inc. |
Taken under section 608(3)(b) of the Corporations Act to have a relevant interest In the securities, by virtue of having control of Liberty Mutual Insurance Company which In turn controls Liberty Metals & Mining Holdings, LLC |
34.000.000 fully paid ordinary shares |
34,000,000 | ||
| LMHC Massachusatta Haldings Inc. |
Taken under section 608(3)(b) of the Corporations Act to have a relevant interest in the securities, by virtue of having control of Liberty Muluei Group Inc., which in turn controls Liberty Mutual Insurance Company, which in turn controls Liberty Metals & Mining Holdings, LLC. |
34.000.000 fully paid ordinary sharea |
34,000,000 | ||
| Liberty Mutual Holding Company Ino. |
Taken under seglion 608(3)(b) of the Corporations Act to have a relevant interest in the securities, by virtue of having control of LMHC Massachusetts Holdings Inc which in turn controls Liberty Mutual Group Inc., which in turn controls Liberty Mutual Insurance Company, which in turn controls Liberty Matais & Mining Holdings, LLC. |
34.000.000 fully paid ordinary shares |
34.000.000 |
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6. 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 |
|---|---|
| Each person named in Annexure A | Each person named in paragraph 1 is an associate pursuant to section 12 of the Corporations Act 2001 by virtue of being a body corporate that Liberty Mutual Holding Company Inc. controls. |
6. Addressee
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Liberty Mutual Holding Company Inc. | 175 Berkeley Street, Boston, Massachusette 02116, USA |
| LMHC Massachusetts Holdings Inc. | 175 Berkeley Street, Boston, Massachusetts 02116, USA |
| Liberty Mutual Group Inc. | 175 Berkeley Street, Boston, Massachusetts 02116, USA |
| Liberty Mutual Insurance Company | 176 Berkeley Street, Boaton, Massachusetts 02116, USA |
| Liberty Metals & Mining Holdings, LLC | 175 Berkeley Street, Boston, Massachusetts 02116, USA |
Signature
| А Аюдардег |
|---|
capacity
dele
I
1 IO
Executive Vice President and Chief Investment Officer
2014
sign here
DIRECTIONS
- 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 inducted in an ann $(1)$ - See the definition of 'associate' in section 9 of the Corporations Act 2001. $(2)$
- See the definition of 'relevant interest' in sections 608 and 871B(7) of the Corporations Act 2001. $(2)$
Fontanes
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- $(5)$ The person's votes divided by the total votes in the body corporate or schame multiplied by 100.
Indude details of: (9)
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4)
applies, a copy of any document setting out the terms of any relevant agreement, and a statemen $\left( \blacksquare \right)$ contract, scheme or arrangement; and - any quelification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or
disposel of the securities to which the relevant interest relates (indicating oleany the p $\langle b \rangle$
See the definition of 'relevant agreement' in section B of the Corporations Act 2001.
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 ralation to that acquisition. Details m $(7)$ not of a contingency. Details must be included of any benefit paid on behalf of the authority include or its associate in relation to the acquisitions, and of a contingency. Details must be included of any benefit paid on
$\left( 0\right)$ 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'.
$\langle 9 \rangle$ Give details, if appropriate, of the present association and any change in that association since the last aubstantial holding notice. $10/04$ 2014 THU 14:57 FAX
Annexure A to Form 604
This is Annexure A of ten (10) pages referred to in the Form 604 Notice of change in interests of substantial holder prepared by Liberty Mutual Holding Company Inc.
$A$ pril 2014 10 Signed by me and dated Signature A 4-01^
Position Executive Vice President and Chief Investment Officer Name A. Alexander Fontanes
[List of associated entities attached from next page]
| NAME |
|---|
| AMBCO Capital Corporation |
| America First Insurance Company |
| America First Lloyd's Insurance Company |
| American Economy Insurance Company |
| American Fire and Casualty Company |
| American States Insurance Company |
| American States Insurance Company of Texas |
| American States Lloyds Insurance Company |
| American States Preferred Insurance Company |
| Arlington Insurance Company Ltd. |
| Avomark Insurance Agency, LLC |
| BARCO Assignments Ltd. |
| J. Barrier Ridge LLC |
| Berkeley Holding Company Associates, Inc. |
| Berkeley Management Corporation |
| Berkeley/Columbus II LLC |
| Berkeley/Calumbus III LLC |
| Berkeley/Columbus Real Estate LLC |
| Berkeley/St. James II LLC |
| Berkeley/St. James Real Estate LLC |
| Bridgefield Casualty Insurance Company |
| Bridgefield Employers Insurance Company |
| Brooke Drilling, LLC |
| Camcor Oil Sands Fund 2, L.P. |
| Capitol Court Corporation |
| Cascade Disability Management, Inc. |
| Colorado Casualty Insurance Company |
| Consolidated Insurance Company ٠ |
| Copley Vanture Capital, Inc. |
÷,
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$\sim$ $\sim$
| Diversified Settlements, Inc. |
|---|
| Emerald City Insurance Agency, Inc. |
| Employers Insurance Company of Wausau |
| Excelsior Insurance Company |
| F.B. Beattle & Co., Inc. |
| First National Insurance Company of America |
| First State Agency, Inc. |
| Fundacion Seguros Caracas |
| General America Corporation |
| General America Corporation of Texas |
| General Insurance Company of America |
| Georgia Tax Credit Fund-LM, L.P. |
| Golden Eagle Insurance Corporation |
| Gulf States AIF, Inc. |
| Hawkeye-Security Insurance Company |
| Helmsman Insurance Agency, LLC |
| Helmsman Management Services LLC |
| Heritage Summit HealthCare, LLC |
| Indiana Insurance Company |
| Indiana Seguros S/A |
| Insurance Company of Illinois |
| Inversiones 3461, C.A. |
| Inversiones 6757, C.A. |
| Inversora Centro Comercial, C.A. |
| Inversora Segucar Financiadora de Primas, C.A. |
| Kellen Holdings, LLC |
| Kellen-Wildcat Holdings, LLC |
| Keter Consulting LLC |
| Khoom Khao Insurance Public Company Limited |
| Kritaya Tun Company Umited |
| La Libertad Compania de Inversiones y Servicios S.A.S. |
$\sim$
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l,
| LEXCO Umited |
|---|
| LI (Colombia) Holdings Ltd. |
| Liberty Assignment Corporation |
| Liberty Brasil investimentos e Participações Ltda. |
| Liberty China LLC |
| Liberty Citystate Holdings Pte Ltd |
| Liberty Compania de Seguros Generales S.A. |
| Liberty Contractors Retro Group |
| Liberty Corporate Capital Limited |
| Liberty Corporate Services LLC |
| Liberty County Mutual Insurance Company |
| Liberty Energy Canada, Inc. |
| Liberty Energy Holdings, LLC |
| Liberty Energy, LLC |
| Liberty Financial Services, Inc. |
| Uberty Hospitality Group, Inc. |
| Liberty Information Technology Limited |
| Liberty Insurance (Open Joint Stock Company) |
| Liberty Insurance Company Umited |
| Liberty Insurance Corporation |
| Liberty Insurance Holdings, Inc. |
| Liberty Insurance Limited |
| Liberty Insurance Limited |
| Liberty Insurance Pte Ltd |
| Liberty Insurance Underwriters Inc. |
| Liberty International Amsterdam Holdings C.V. |
| Liberty International Asia IT Pte. Ltd. |
| Liberty International Asia Pacific Holdings LLC |
| Liberty International Brasil Ltda. |
| Liberty International Chile S.A. |
| Liberty International Europe Inc. |
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| Liberty International Europe IT Spółka z ograniczoną odpowiedzialnością |
|---|
| Liberty International European Holdings B.V. |
| Liberty International European Holdings Coöperatieve U.A. |
| Liberty International Holdings Inc. |
| Liberty International Holdings LLC |
| Liberty International Insurance Limited |
| Liberty International Latin America Holdings, LLC |
| Liberty International Latin America IT LLC |
| Liberty international Netherlands Holdings C.V. |
| Uberty International Netherlands V.O.F. |
| Uberty International Underwriting Services Umited |
| Liberty International US Dutch Ean LLC |
| Liberty International US European Holdings LLC |
| Liberty International US Netherlands LLC |
| Liberty Life Assurance Company of Boston |
| Liberty Life Holdings Inc. |
| Liberty Lloyds of Texas Insurance Company |
| Liberty Management Services, Inc. |
| Liberty Metals & Mining Canadian Royalties Ltd. |
| Liberty Metals & Mining Canadian Coal Royaltles Ltd. |
| Liberty Metals & Mining Canadian Genesee Royalties Ltd. |
| Liberty Metals & Mining Holdings, LLC |
| Liberty Mexico Holdings Inc. |
| Uberty Mexico Holdings S.A. de C.V. |
| Liberty Mutual Auto and Home Services LLC |
| Liberty Mutual Agency Corporation |
| Liberty Mutual Captive Holdings LLC (fka: Wausau Holdings, Inc.) |
| Liberty Mutual Club |
| Uberty Mutual Equity LLC |
| Uberty Mutual Fire Insurance Company |
| Ubarty Mutual Foundation Inc. |
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| Liberty Mutual Group Asset Management Inc. |
|---|
| Liberty Mutual Group Inc. |
| Liberty Mutual Holding Company Inc. |
| Liberty Mutual Holdings (Bermuda) Ltd. (fka: Liberty Mutual Management Bermuda Ltd.) |
| Uberty Mutual Insurance Company |
| Liberty Mutual Insurance Company -- Escritorio De Representacao No Brasil Ltda. |
| Liberty Mutual Insurance Company - PAC |
| Liberty Mutual Insurance Europe Limited |
| Liberty Mutual Investment Advisors LLC |
| Liberty Mutual Investment Holdings LLC |
| Uberty Mutual Ireland Investment Holdings Limited |
| Liberty Mutual Managed Care LLC |
| Liberty Mutual Management (Bermuda) Ltd (fka Liberty International Management Bermude Ltd.) |
| Liberty Mutual Management (Cayman) Ltd. |
| Liberty Mutual Management (South Carolina) LLC |
| Liberty Mutual Menagement (Vermont) LLC |
| Liberty Mutual Mexico LLC |
| Liberty Mutual Mid-Atlantic Insurance Company (formerly, Merchant's and Business Men's Insurance Company) |
| Liberty Mutual Personal Insurance Company |
| Liberty Mutual Retirement Plan Master Trust |
| Liberty Mutual Scholarship Foundation |
| Uberty Mutual Tactical Opportunities LLC |
| Liberty Northwest Insurance Corporation |
| Liberty Parkwood Crossing LLC |
| Uberty Personal Insurance Company |
| Liberty Re (Bermuda) Limited |
| Liberty Real Estate Holdings LLC |
| Liberty Risk Services de Venezuela, S.A. |
| Liberty Seguros de Vida S.A. |
| Liberty Seguros S.A. |
| Liberty Seguros S.A. |
$\cdot$
$\sim$ $\sim$
| Liberty Seguros S/A |
|---|
| Liberty Seguros, Compania de Seguros y Reaseguros, S.A. |
| Liberty Seguros, S.A. |
| Liberty Sigorta Anonim Sirketi |
| Liberty Spain Insurance Group LLC |
| Liberty Sponsored Insurance (Vermont), Inc. (f/k/a Wausau Bermuda (SAC), Ltd.) |
| Liberty Structured Holdings LLC |
| Liberty Surety Mexico SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE (Liberty Surety México, S. de R.L. de C.V) |
| Liberty Surplus Insurance Corporation |
| Liberty Syndicate Management Limited |
| Liberty Syndicate Services Limited |
| Liberty UK and Europe Holdings Limited |
| Liberty Videocon General Insurance Company Limited |
| Liberty/Hoffman Estates LLC |
| Liberty/Kent LLC |
| Liberty/Milwaukee LLC |
| Liberty/Warrenville LLC |
| Liberty-USA Corporation |
| LIH-RE of America Corporation |
| LILA (Colombia) Holdings Ltd. |
| LIU Spacialty Insurance Agency Inc. |
| LUCS.a.r.l. |
| LM General Insurance Company (fka: Prudential General Insurance Company) |
| LM Insurance Corporation |
| LM Property and Casualty Insurance Company (fka: Prudential Property Casualty Insurance Company) |
| LMG Film Productions, LLC |
| LMG Holland C.V. |
| LMG Holland LLC |
| LMG Insurance Public Company Limited |
| LMHC Massachusetts Holdings Inc. |
$\sim$
$\boldsymbol{\lambda}$
| Mid-American Fire & Casualty Company |
|---|
| Montgomery Mutual Insurance Company |
| National Insurance Association |
| North Pacific Insurance Company |
| Ocasco Budget, Inc. |
| OCI Printing, Inc. |
| Ohio Casualty Corporation |
| Ohio Security Insurance Company |
| Open Seas Solutions, Inc. |
| Oregon Automobile Insurance Company |
| Peerless Indemnity Insurance Company |
| Peerless Insurance Company |
| Pilot Insurance Services, Inc. |
| Raymond James LM Georgia Tax Credit Fund L.L.C. |
| Raymond James I.M Massachusetts Tax Credit Fund L.L.C. |
| Reaseguradora Caracas, S.A. |
| Rianoc Research Corporation |
| RITCF-37 Georgia Tax Credit Fund L.L.C. |
| RITCF-38 Georgia Tax Credit Fund L.L.C. |
| S.C. Bellevue, Inc. |
| SAFECARE Company, Inc. |
| Safeco Corporation |
| Safeco General Agency, Inc. |
| Safeco Insurance Company of America |
| Safeco Insurance Company of Illinois |
| Safeco Insurance Company of Indiana |
| Safeco Insurance Company of Oregon |
| Safeco Lloyds Insurance Company |
| Safeco National Insurance Company |
| Safeco Offshore Sourcing Private Limited |
| Safeco Properties, Inc. |
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$\sim 1$
$\bar{\bar{z}}$
| Safeco Surplus Lines Insurance Company |
|---|
| San Diego Insurance Company |
| SCIT, Inc. |
| Seguros Caracas de Liberty Mutual, C.A. |
| Seker Hayat Sigorta Anonim Sirketi |
| Servihogar Gestion 24 Horas, S.L. |
| St. James Insurance Company Ltd. |
| St. James/Arlington LLC |
| St. James/Arlington Management LLC |
| St. James/Arlington Real Estate Limited Partnership |
| Summit Consulting, LLC |
| Summit Holding Southeast, Inc. |
| Tara Energy Investments, LLC |
| The First Liberty Insurance Corporation |
| The Midwestern Indemnity Company |
| The National Corporation |
| The Netherlands Insurance Company |
| The Ohio Casualty Insurance Company |
| The Stuart Insurance Group, Ltd. |
| Tun Kaoklai Co., Ltd. |
| Twee US Dutch LLC |
| Vision Employment Health and Safety Limited |
| Vision Risk Management Umited |
| Vision Underwriting Umited |
| Wausau Business Insurance Company |
| Wausau General Insurance Company |
| Wausau Insurance Company (U.K.) Limited |
| Wausau Signature Agency LLC (Wausau Signature Agency Inc. converted to LLC effective 1/1/08) |
| Wausau Underwriters Insurance Company |
| West American Insurance Company |
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l,
Wildcat Field Services, LLC
Wildcat Midstream Holdings II LLC
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Winmar Company, Inc.
Winmar of the Desert, Inc.
Winmar Oregon, Inc.
Winmar-Metro, Inc.
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10/04 2014 THU 14:59 FAX
2015/023
Annexure B to Form 604
This is Annexure B of nine (9) pages referred to in the Form 604 Notice of change in Interests of substantial holder prepared by Liberty Mutual Holding Company Inc.
April 2014 10 Signed by me and dated ₩ Signature м
Position Executive Vice President and Chief Investment Officer Nome A. Alexander Fontanes
LETTER OF OFFER DATED 3 April 2014
[Letter of offer attached from next page]
$\tilde{\mathbf{q}}$
CANACCORL Genuity
3 April 2014
PRIVATE AND CONFIDENTIAL
Liberty Metals & Mining Holdings, LLC
Geoff James Via Email: [email protected]
Dear Geoff
CENTAURUS METALS LIMITED - PLACEMENT OFFER
1. Offer by the Company
Centaurus Metals Limited ("Company") is proposing a capital raising of new fully paid ordinary shares
In the capital of the Company at A\$0.128 per share to raise A\$5 million (Offer) consisting of an unconditional placement utiliaing the Company's existing placement capacity (Unconditional Placement). In addition to the placement the Company will be undertaking a Share Purchase Plan to raise \$A2 million.
Canaccord Genully (Australia) Limited ("Canaccord") has been appointed Lead Manager ("Lead Manager") to the Offer.
On behalf of the Company Canaccord is pleased to offer you a Firm Allocation of shares as follows ("the Placement Offer"):
Placement
| Number of Company Shares Allocated |
Firm Allocation Amount | |
|---|---|---|
| Total Aflocation | 9,000,000 | \$1,125,000,00 |
- In order to accept the Placement Offer, you must complete the attached Application Form and $\mathbf{I}$ return It to Cannocord by 7pm AEDT Thursday, 3 April 2014 In accordance with clause 7. Your acceptance of your Piacement Offer ("your Commitment") will require you to, in accordance with the timetable set out below (or as amended from time to time), settle the contract notes which will be issued for the number of Company shares under the Placement Offer.
- Your liability under this letter arising from your Commitment will cease only when you lodge П. all of your subscription monies for the Placement Offer.
- You warrant that you will comply with the requirements of the Corporations Act in relation to Ш. any transfer of Company shares received by you in accepting the Placement Offer, and that
you will not offer any of the Company shares for sale if to do so would require a disclosure document under the Corporations Act.
Australia Hang hong Chom fron. o Gourney Tab Indexs ed Kingson Canada Unded States
Offices in Ansual Led Canoccord Genute (Assumer Litmons, Als), 20 076 071 460 AFB Locales No. 224000. Offices in play? cash are offices of adapt conclusion in Car studies group of comparing Ene www.canago.com/Mobile and manufactures/hymicre-energy/and
T: 613 8688 9100 F: 613 8688 9158
Level 4 60 Collina Street
Melbauma, VIC Autoako 3000
www.conaccordgeauky.com
CANACCORD GENUITY (AUSTRALIA) LIMITED
CANACCORD Genuity
- IV. You represent and warrant to the Lead Manager and the Company that you have the power and authority to enter into and perform your obligations set out in this feiter and that neither your Commitment nor the performance by you of your obligations will breach any applicable ľaw.
- V. The Placement Offer is personal to you and you may only nominate another person as the applicant for the Placement Offer with Canaccord's prior written consent.
2. Indicative Timetable
The Offer is to be conducted according to the following indicative timetable:
| Acceptance of this letter required by | 7pm AEDT Thursday, 3 April 2014 |
|---|---|
| Contract Notes Issued | Friday, 4 April 2014 |
| Settlement funds available | Wednesday, 9 April 2014 |
| Expected date of ASX quotation of Shares | Thursday, 10 April 2014 |
All of the above dates are indicative only and may change without prior consultation with you and your Commitment will be binding notwithstanding any changes to these dates. All times are in AEST unless otherwise indicated.
3. Corporations Act relief for the Placement
The Company has werranted that it will do all things necessary to ensure that relief is provided under aection 708A of the Corporations Act in relation to the on-sale of the Shares issued pursuant to the Offer within 12 months after their issue. This will include that at the time of the issue of the Shares pursuant to the Offer (or within 5 business days thereafter) the Company will issue a cleansing notice in accordance with section 708A(5) and (6) of the Corporations Act.
The Company has warranted that it is not issuing the Shares pursuant to the Offer for the purposes of you selling or transferring them (or granting, issuing or transferring interests in, or options or warrants over them). Accordingly, the Company asks that you confirm that it is your present intention to be an investor in the allocation Shares and to remain so for at least the medium term. You will be deemed to provide such confirmation by accepting the Placement Offer. This acceptance is understood to be a statement by you of present intention only and is not an undertaking not to sell, particularly where your Investment objectives or market conditions change.
4. Confidential Information
You acknowledge that information disclosed to you by Canaccord and the Company in oonnection with the Offer confidential.
The contents of this letter or accompanying documents must not be reproduced or transmitted to or discussed with any other person (other than your officers, employees and professional advisers on a need to know basis) at any time whatsoever. This letter includes information which may be price sensitive and which is not yet in the public domain. You must not purchase or sell any securities of any type in the Company or procure another person to do so until permitted to do so by law, and you sgree that you will not act in breach of the insider trading provisions set out in Division 3 of Part 7.10 of the Corporations Act 2001.
Avsualt riong Kong Ci na .
Martin Buck Genen Nety (wiżnu) Un/ted Hengdom Cellada United States
el Canacegia de Nu : itar ar Limson, ABN 10-073 CTL 469 AFS Jagares Net 2346Ct. Offers, name countries are offices of other commences to the privation group of companies, C17 and A. Sat according more companies. See the State with the more
CANACCORL Genuity
This seation does not apply to any information which:
- is generally available to the public (other than as a result of wrongful disclosure);
- la required to be disclosed by any law (but only to the extent so required); or b)
- is disclosed by you to your professional advisers for the purpose of seeking advice. G)
5. Terrnination
If Canaccord terminates its obligations under the Placement Offer (for whalever reason) then your commitment under this letter shall also terminate immediately.
6. Acceptance of this Offer
Acceptance of the Piacement Offer is open until 7pm AEDT Thursday, 3 April 2014. To accept the Placement Offer, please complete the attached Application Form and return it by facsimile or email to:
Canaccord Genulty (Australia) Limited Level 4, 60 Collins Street MELBOURNE VIC 3000 Facelmile: (03) 8688 9155 Attention: Ms. Joslyn Telford
Phone: (03) 8688 9119 Email: [email protected]
Upon receipt by Canaccord of the signed Application Form, your acceptance of the Placement Offer arising from this letter will become both binding and irrevocable.
7. Other Terms and Conditions of the Offer
You acknowledge and agree that:
-
- You have made your own enquiries and assessment as to the assets and liabilities, financial position, profits and losses and prospects of the Company, and the rights attaching to the sharea.
-
- Neither the Company, Canaccord, nor any of their respective officers, employees, servents, agents and advisers ("Related Persons") makes any recommendation as to whether you should participate in the Offer, nor does it make any representation or warranty to you concerning the merits of the Offer or the shares, the value of the shares, or the risks of participating in the Offer.
-
- Neither you nor your officers or employees have relied upon any recommendation from the Company, Canacoord or their respective Related Persons in deciding whether to subscribe for the Placement Offer.
- Neither you nor your officers or employees have relied upon any information provided to you 4. by the Company, Canaccord or their respective Related Persons.
Before aubscribing for the Placement Offer, you should consider, with the assistance of an - В. independent financial adviser, whether the potential investment is appropriate in light of your particular investment needs, objectives and financial circumstances.
You acknowledge that no disclosure document has been prepared in connection with the -
- Offer.
- Nothing in this letter constitutes a securities recommendation. 7.
- You acknowledge and agree that you will accept the decisions and actions of Canaccord under 8. or in respect of the Offer including, but not limited to, amendment of the timetable of the Offer
as set out in Section 2 above, and Canaccord is not obliged to consult with you as to any such matter or qualify the exercise or non-exercise of the powers or discretions of Canacoord under the Offer in any way.
g Xara China Bureau üer any $\mathbf{n}\mathfrak{a}\mathfrak{l}_{\mathfrak{p}}$ Liolaro United Kingdom Convoy United States
$\cdot$
Offent in Applier 4 of Commond General Common person sign 13 073 071 106 MS Leonse for 234656. whees in which countries are offices of adversemptings in Caracteria grillance comparing. Bestewalterecontraversive manufacturers and the formation
CANACCORD Genuity
- θ. The agreement between you and Canaccord arising out of acceptance of the terms of this Placement Offer shall be governed by the laws of Victoria and if you accept this offer you will be obliged to submit to the non-exclusive jurisdiction of the Courts of that State.
-
- These terms constitute the entire agreement between you and Canaccord (as agent of the Company) as to the Placement Offer and your Commitment to the exclusion of all prior representations, understandings and agreements between you and Canaccord (as agent of the Company). This letter of Offer, once accepted by you becomes binding.
-
- This letter of Offer may be accepted by execution in counterpart (including by facelmile) which taken together with this letter shall constitute one and the same instrument. A face mile bearing the signature of any of the persons, printed mechanically with its authority, shall be deemed to be this letter signed by each person.
-
- You are not a related party of the Company within the meaning of section 228 of the Corporations Act or will be treated as a related party of the Company for the purposes of ASX Listing Rule 10.11.
-
- If you are acquiring Shares for or on behalf of any person, you make the recommendations and warrenties set out in this clause 7 on behalf of all auch persons, and have due authority to do so.
-
- You are a person to whom the Shares may be offered and lesued without a disclosure document under the Corporations Act ether because you are a "sophisticated investor", a "professional investor" or another category of exempt person under section 708 of the .
Corporations Act.
- You are a person to whom the Shares may be offered and lesued without a disclosure document under the Corporations Act ether because you are a "sophisticated investor", a "professional investor" or another category of exempt person under section 708 of the .
-
- If you are outside Australia, you are a person to whom an invitation or offer to subscribe for the Shares in the manner contemplated by this Agreement is permitted by the laws of the jurisdiction in which you are situate (or where you were situated when the invitation or offer was first received) and to whom the Shares can lawfully be lasued under all applicable laws, without the need for any registration or lodgement.
B. Settlement
Following acceptance of the Placement Offer in accordance with the terms of this Agreement, you will be issued with a Contract Note on Friday, 4 April 2014 and settlement for the Placement Offer will be on Wednesday, 9 April 2014.
0. Indemnity
You unconditionally and irrevocably undertake to indemnify and keep indemnified Canaccord, the Company and each of their related bodies corporate and their respective officers, employers, advisers (each an Indemnified Party) and to hold them harmless from and against all claims, demands, damages, losses, costs, expenses and liabilities (Losses) suffered or incurred directly or indirectly by any indemnified Party in any way relating to or arising out of any breach by you of your obligations. acknowledgments, representations and warranties under this Agreement.
10. Disclaimer
Except for any statutory liability which cannot be excluded, and for any rights and remedies which you may have under the Corporations Act, Australian Securities and Investments Commission Act 2001 and similar laws which cannot be excluded, the Company, Canaccord and their respective Ralated Persons discialm all responsibility, and will have no liability to you or any other person, for any loss or damage (including any indirect, special and consequential loss or damage, liability, cost or expense,
and all opportunity cost of whatsoever kind) directly or indirectly, arising out of, or in connection with: 1. the Placement Offer and your Commitment;
-
- the invitation, offer, issue or allotment of the shares the subject of the Plecement Offer: or
- any Information provided to you by the Company, Canadoord and their respective Related
Persons, or for action taken by you on the basis of such Information, whether as a result of З. negligence, breach of contract or otherwise.
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CANACCORD Genuity
11. Agency
Canaccord enters into this letter only in its capacity as agent of the Company. Canaccord makes no representations or warranties in this letter in its own capacity and does not assume any obligations or incur any liabilities under this letter in its own capacity.
12. Disclosure of Interest
The Directors of Canaccord advise that they and persons associated with them may have an interest In the above Shares and that they may earn brokerage, commissions, fees and other benefits and advantages, whether pecuniary or not and whether direct or indirect, in connection with the making of a recommendation or a dealing by a cilent in these shares, and which may reasonably be expected to be capable of having an influence in the making of any recommendation, and that Canaccord, or its
directors or any persons associated with them may be remunerated wholly or partly by way of
commission. Canaccord is entitle
Yours sincerely
Marcus Freeman Managing Director & CEO Canaccord Genuity (Australia) Limited
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Offices in Australia of Cananismi Band in Australia: Limited Abril 10078 LT1 400 Af6 Search for 234630. --------------------------------------
CANACCORL Genuity
Liberty Metals & Mining Holdings, LLC Centaurus Metals Limited ("CTM")
ACCEPTANCE FORM
Acceptance form to be lodged with Canaccord Genuity (Australia) Limited by 7pm Thursday, 3 April 2014 to:
Canaccord Genuity (Australia) Limited (on behalf of the Company) Facsimile Number: (03) 6688 9155 Attention: Ma. Joslyn Telford
Email: [email protected]
I/We hersby accept the Placement Offer of fully paid ordinary shares in the capital of Centaurus Metals Limited as ast out in your letter to us dated 3 April 2014 and as summarised below:
| Number of Company Shares Alfocated |
Firm Allocation Amount | |
|---|---|---|
| Total Allocation | 9.000.000 | \$1,125,000.00 |
I/We acknowledge and agrae with Canaccord Genulty (Australia) Limited ("Canaccord") as follows: a) immediately upon acceptance of the Placement Offer, I/we will be bound by all the terms and conditions as eet out in your letter dated 3 April 2014. IAVe understand that upon acceptance, my/our Commitment is both unconditional and Irrevocable;
b) I/we will not in any way to assign, transfer, lay-off, sub-syndicate or in any other manner deal with my/our rights or obligations detailed in your letter dated 3 April 2014 without Canaccord's prior written approval.
PLEASE CONFIRM ACCOUNT REGISTRATION DETAILS BELOW
| Canaccord Account No: | |
|---|---|
| Individual/Entity Name: | Liberty Metals & Mining Holdings, LLC |
| Account Designation: |
DETAILS OF AUTHORISED SIGNATORY AUTHORISED SIGNATORY
| Name: $\nabla$ and Walters Title: President |
Signature: |
|---|---|
| Liberty Metals Mining Entity name: |
Date: $\boldsymbol{\psi}$ 2014 4Δ∛ |
| Hadings, ЩĆ |
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CANACCORD Genuity
SETTLEMENT ADVICE CENTAURUS METALS LIMITED
1. CONFIRMATION OF FIRM ALLOCATION
| Applicant | Liberty Melele & Mining Holdings, I Emell LLC |
[email protected] | |
|---|---|---|---|
| Contact Name | Geoff James | Date | Thursday, 3 April 2014 |
| Trade Date $\sim$ |
Friday, 4 April 2014 | Settlement Date | Wednesday, 9 April 2014 |
You have been allocated 9,000,000 Placement Shares at A\$0,125 per share.
NOTE: SETTLEMENT IS DELIVERY VERSUS PAYMENT VIA CHESS
| In order for Canaccord to allocate your Placement Sharas via CHESS on a delivery varaue peyment basis (DVP), I |
|---|
| please complets the table below, detailing your Qustodian(e) and your various allocation quantities (if applicable), and i |
| return to Canaccord on fax (61 3) 8686 9155 or email [email protected] by no later than 7pm AEDT |
| Thursday, 3 April 2014. On the relevant settlement data(s) you must instruct your settling Custodian to settle with |
| Canaccord (PID 1791) via CHESS meesage type "101" DvP with a Transaction basis of "I' (IPO) and a stock code of |
| "CTMXX" and ISIN which is AU0000CTMXX6 Note: No accaptance form to required to be completed by your |
| Custodian. If more than one CARD Form is required this must be noted below and all forms must be faxed together |
| and at the same time. Please note that while this settlement is being undertaken via CHESS it is not covered by the j |
| National Guarantee Fund. |
| . |
| Allocation Amount |
Fund Name | Custodian Detalle |
PID# سيست |
|||
|---|---|---|---|---|---|---|
| Contact Phone No. |
ŦŒ | Address | ||||
2. SETTLEMENT CONTACT DETAILS
(Please provide details of your settlement person's name and contact details)
| Settlement Contact Name |
Phana No. | ||
|---|---|---|---|
| Email ____ |
Facelmile No. | . |
Questions regarding bookings or settlement can be directed to Joslyn Telford on +81 3 8668 9119 or
email [email protected] DECLARATION 3.
I/we confirm our agreement to accept our Firm Allocation of Placement Shares set out above and
understand our settlement obligations,
| Bignature | Namo | |||
|---|---|---|---|---|
| Title | Dato | |||
| THIS SETTLEMENT ADVICE MUST BE FAXED TO (61 3) 8688 9155 ------------ |
Airshall Lister Rote |
OR EMAILED TO ACCEPTANCE CANACCORD.COM.AU BY NO LATER THAN 7pm (ASDT), Thursday 3 April 2014
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CANACCORL Genuity
STATUS OF THE INVESTING ENTITY
As no disclosure document has been issued with regards to the Centaurus Metals Limited Placement
Offer, we require confirmation of the status of the entity participating in the Placement Offer to qualify
as a person not re following boxes that best describes the investing entity's status:
Sophisticated Investor (see section 708(8) of the Corporations Act).
Professional investor (see sections 9 and 708(11) of the Corporations Act).
Other person to a whom a disclosure document is not required to be given (see Chapter 6D generally and section 708 of the Corporations Act); Please specify: ....................................
Please return this form together with the acceptance form to Joslyn Telford on facsimile (03) 8688 9155 or via email: [email protected]
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