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Cygnus Metals Ltd — Major Shareholding Notification 2021
Nov 17, 2021
48554_rns_2021-11-17_c8f1d478-b827-43fa-8029-fed18a4104a8.pdf
Major Shareholding Notification
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604
Form 604 Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Cygnus Gold Limited ("CY5") | |
|---|---|---|
| ACN/ARSN | 609 094 653 | |
| 1. Details of substantial holder (1) | Mr John C. Huizenga, Huizenga Exploration Group, LLC, John C. Huizenga Trust, The J.C. Huizenga Family Trust and | |
| Name | their controlled entities (including Southern Cross Capital Pty Limited) | |
| ACN/ARSN (if applicable) | 610 572 640 | |
| There was a change in the interests of the | ||
| substantial holder on | 17/11/2021 | |
| The previous notice was given to the company on | 26/08/2020 | |
| The previous notice was dated | 26/08/2020 |
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:
| Previous notice | Present notice | |||
|---|---|---|---|---|
| Class of securities (4) | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
| Fully-paid ordinary shares ("CY5 Shares") 7,390,588 | 9.44% | 7.825.370 | 6.72% |
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 substantial bolding potice to the company or scheme are as follows: $1.1 - 1.1$ $\mathbf{1}$ وبالمستنقط المستنقدة
| Date of change |
Person whose relevant interest changed |
scheme, since the substantial holder was last required to give a substantial noiding notice to the company of scheme are as follows. Nature of change (6) |
Consideration given in relation to change (7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| Latest change loccurred on 17/11/2021 |
Southern Cross Capital Pty Limited |
lSee Annexure A | See Annexure A | 7,825,370 fully-paid ordinary shares |
7,825,370 |
| Latest change loccurred on 17/11/2021 |
Huizenga Exploration Group, ILLC. |
Taken under s 608(3)(b) of the Corporations Act to have $\,$ relevant interest in the CY5 $\,$ Shares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of having control of Southern Cross Capital Pty Limited |
N/A | 7,825,370 fully-paid ordinary shares |
7.825,370 |
| Latest change loccurred on 17/11/2021 |
John C. Huizenga Trust |
Taken under s 608(3)(a) of the Corporations Act to have a relevant interest in the CY5 lShares in which Southern Cross Capital Pty Limited lhas a relevant interest, by virtue of having voting power lof more than 20% in Huizenga Exploration Group, LLC |
N/A | 7,825,370 fully-paid ordinary shares |
7,825,370 |
| Latest change loccurred on 17/11/2021 |
Huizenga Heritage, ILLC. |
Taken under s 608(3)(a) of the Corporations Act to have la relevant interest in the CY5 IShares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of having voting power lof more than 20% in Huizenga Exploration Group, ILLC |
N/A | 7.825,370 fully-paid ordinary shares |
7,825,370 |
|---|---|---|---|---|---|
| Latest change loccurred on 17/11/2021 |
The J.C. Huizenga Family Trust |
Taken under s 608(3)(b) of the Corporations Act to have a relevant interest in the CY5 Shares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of having control of Huizenga Heritage, LLC |
N/A | 7,825,370 fully-paid ordinary shares |
7.825,370 |
| Latest change loccurred on 17/11/2021 |
Each of the other entities controlled by John C. Huizenga Trust and The J.C. Huizenga Family Trust |
Taken under s 608(3) of the Corporations Act to have a relevant interest in the CY5 Shares in which Southern Cross Capital Pty Limited lhas a relevant interest, by virtue of the relevant interest held by each entity's associates including John C. Huizenga Trust and The J.C. Huizenga Family Trust |
N/A | 7.825,370 fully-paid ordinary shares |
7,825,370 |
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 |
|---|---|---|---|---|---|
| Southern Cross Capital Pty Limited |
Southern Cross Capital Pty Limited |
Southern Cross Capital Pty Limited |
Registered holder | 7,825,370 fully-paid ordinary shares |
7,825,370 |
| Huizenga Exploration Southern Cross Group, LLC |
Capital Pty Limited | Southern Cross Capital Pty Limited |
Taken under s 608(3)(b) of the Corporations Act to have a relevant interest in the CY5 Shares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of having control of Southern Cross Capital Pty Limited |
7,825,370 fully-paid ordinary shares |
7.825,370 |
| John C. Huizenga Trust |
Southern Cross Capital Pty Limited |
Southern Cross Capital Pty Limited |
Taken under s 608(3)(a) of the Corporations Act to have la relevant interest in the CY5İ Shares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of having voting power lof more than 20% in Huizenga Exploration Group, ILLC |
7,825,370 fully-paid ordinary shares |
7,825,370 |
| Huizenga Heritage, LLC |
Southern Cross Capital Pty Limited |
Southern Cross Capital Pty Limited |
Taken under s 608(3)(a) of the Corporations Act to have a relevant interest in the CY5 Shares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of having voting power of more than 20% in Huizenga Exploration Group, LLC |
7.825.370 fully-paid ordinary shares |
7,825,370 |
| The J.C. Huizenga Family Trust |
Southern Cross Capital Pty Limited |
Southern Cross Capital Pty Limited |
Taken under s 608(3)(b) of the Corporations Act to have a relevant interest in the CY5 Shares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of having control of Huizenga Heritage, LLC |
7.825.370 fully-paid ordinary shares |
7,825,370 |
|---|---|---|---|---|---|
| lEach of the other entities controlled by John C. Huizenga Trust and The J.C. Huizenga Family Trust |
Southern Cross Capital Pty Limited |
Southern Cross Capital Pty Limited |
Taken under s 608(3) of the Corporations Act to have a relevant interest in the CY5 Shares in which Southern Cross Capital Pty Limited has a relevant interest, by virtue of the relevant interest held by each entity's associates including John C. Huizenga Trust and The J.C. Huizenga Family Trust |
7.825.370 fully-paid ordinary shares |
7,825,370 |
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 |
|---|---|
| IN/ | 'N. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Southern Cross Capital Pty Limited | Cosec Consulting Pty Ltd 58 Gipps Street Collingwood, VIC 3066 |
| Huizenga Exploration Group, LLC | 3755 36th Street, Suite 200 Grand Rapids, MI 49512, United States of America |
| John C. Huizenga Trust | 3755 36th Street, Suite 200 Grand Rapids, MI 49512, United States of America |
| Huizenga Heritage, LLC | 3755 36th Street. Suite 200 Grand Rapids, MI 49512, United States of America |
| The J.C. Huizenga Family Trust | l3755 36th Street. Suite 200 Grand Rapids, MI 49512, United States of America |
| Each of the other entities controlled by John C. Huizenga Trust and The J.C. Huizenga Family Trust |
3755 36th Street, Suite 200 Grand Rapids, MI 49512, United States of America |
Signature
$(1)$
$(2)$
$(3)$
$(4)$
$(5)$
$(6)$
| print name | Chad Nyboer | capacity | Director | |
|---|---|---|---|---|
| sign here | date | |||
| DIRECTIONS | ||||
| is clearly set out in paragraph 6 of the form. | 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 |
|||
| See the definition of "associate" in section 9 of the Corporations Act 2001. | ||||
| See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | ||||
| The voting shares of a company constitute one class unless divided into separate classes. | ||||
| The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. | ||||
| Include details of: |
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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,
of any document setting out the terms of any relevant agreement, and a statem scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement, and - 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 $(b)$ 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.
- 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 m $(7)$ are not paid directly to the person from whom the relevant interest was acquired.
- 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". $(8)$
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$
GUIDE
This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.
| Signature | This form must be signed by either a director or a secretary of the substantial holder. | |||
|---|---|---|---|---|
| Lodging period | Nil | |||
| Lodging Fee | Nil | |||
| Other forms to be completed |
Nil | |||
| Additional information | (a) | If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form. |
||
| (b) | This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange. |
|||
| (C) | The person must give a copy of this notice: | |||
| (i) | within 2 business days after they become aware of the information; or | |||
| (ii) | information if: | by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the | ||
| (A) | a takeover bid is made for voting shares in the company or voting interests in the scheme; and | |||
| (B) | the person becomes aware of the information during the bid period. | |||
| Annexures | To make any annexure conform to the regulations, you must | |||
| 1. | use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides | |||
| 2 | show the corporation name and A.C.N or ARBN | |||
| 3 | number the pages consecutively | |||
| 4 | print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied | |||
| 5 | identify the annexure with a mark such as A, B, C, etc | |||
| 6. | endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title) |
|||
| $7^{\circ}$ | sign and date the annexure. | |||
| The annexure must be signed by the same person(s) who signed the form. | ||||
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
$\leq$
ANNEXURE A
This is Annexure A of 2 pages, referred to in Form 604 Notice of change of interests of
substantial holder in relation to the shareholding of Southern Cross Capital Pty Limited (ACN 610 572 640) in Cygnus Gold Limited (ACN 609 094 653).
Chad Nyboer Name:
Capacity: Director
Signature: Come $\overline{\phantom{a}}$
$17 - 11 - 202$ Date:
| Class and | |||||
|---|---|---|---|---|---|
| relevant interest Person whose changed |
Nature of change | Consideration paid (A\$) |
number of securities affected |
Person's votes affected |
|
| 27-Aug-20 | Southern Cross Capital Pty Limited (Southern Cross) |
issue of 6,825,000 shares by CY5 on Reduction of voting power following 27 August 2020 in which Southern Cross did not take part |
⋚ | 7,390,588 | 7,390,588 |
| 23-Sep-20 | Southern Cross Capital Pty Limited |
23 September 2020 in which Southern issue of 19,900,000 shares by CY5 on Reduction of voting power following Cross did not take part |
⋚ | 7,390,588 | 7,390,588 |
| 16-Nov-20 | Southern Cross Capital Pty Limited |
16 November 2020 in which Southern issue of 3,094,017 shares by CY5 on Reduction of voting power following Cross did not take part |
≸ | 7,390,588 | 7,390,588 |
| 8-Apr-21 | Southern Cross Capital Pty Limited |
issue of 350,000 shares by CY5 on 8 Reduction of voting power following April 2021 in which Southern Cross did not take part |
⋚ | 7,390,588 | 7,390,588 |
| 17-Nov-21 | Southern Cross Capital Pty Limited |
Share placement of 434,782 shares in CY5 to Southern Cross |
\$49,999.93 | 7,825,370 | 7,825,370 |
| Total | 7,825,370 | 7,825,370 |