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EQ RESOURCES LIMITED — Major Shareholding Notification 2024
Aug 15, 2024
64867_rns_2024-08-15_40ae230f-9410-4c0a-8292-1322482d6a77.pdf
Major Shareholding Notification
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Hogan Lovells Level 17 20 Martin Place Sydney NSW 2000 T +61 2 9093 3500 F +61 2 9093 3559 www.hoganlovells.com
16 August 2024
By e-lodgement via ASX Online
Market Announcements Office ASX Limited, Exchange Centre 20 Bridge Street Sydney NSW 2000
David Holland Partner [email protected] D +61 2 9093 3504
Dear Sir/Madam
EQ RESOURCES LIMITED (EQR) - NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER
On behalf of OCM Luxembourg Tungsten Holdings S.á r.l, we attach a notice of change of interests of substantial holder.
Yours sincerely
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David Holland
Hogan Lovells is a partnership established in Australia (ABN 58 859 417 667) with offices in Sydney ("Hogan Lovells in Australia"). Hogan Lovells in Australia is an affiliated business of Hogan Lovells International LLP, a limited liability partnership registered in England and Wales, and the legal practitioner partners of Hogan Lovells in Australia are also members of Hogan Lovells International LLP. Hogan Lovells in Australia is regulated in New South Wales as an unincorporated legal practice under the Legal Profession Uniform Law (NSW). Hogan Lovells in Australia is part of the Hogan Lovells international legal practice that includes Hogan Lovells International LLP and Hogan Lovells US LLP and their affiliated businesses, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Birmingham Boston Brussels Colorado Springs Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxemb ourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Sh anghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington DC Associated Offices: Budapest Jakarta Shanghai FTZ Ulaanbaatar. Business Service Centres: Johannesburg Louisville. The word "partner" is used to describe a partner of Hogan Lovells in Australia, a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To: Company Name/Scheme EQ Resources Limited ( EQR ) 115 009 106 ACN/ARSN
1. Details of substantial holder (1)
Name OCM Luxembourg Tungsten Holdings S.á r.l, a société à responsabilité limitée , having its registered office at 26A boulevard royal, L3449 Luxembourg, Luxembourg and registered with the R.C.S Luxembourg under number B196700 ( OCM ) and each persons listed in Annexure A (being each an entity that is either the ultimate controller of OCM or is an entity which is interposed on a control basis between OCM and that ultimate controller, with such entity being an Oaktree Substantial Holder )
ACN (if applicable)
There was a change in the interests of the 14 August 2024 substantial holder on: The previous notice was given to the company 18 January 2024 on The previous notice was dated 18 January 2024
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 EQR shares (Shares) |
278,000,000 | 15% | 309,666,667 | 13.84% |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest or 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 |
|---|---|---|---|---|---|
| 29 May 2024 | OCM | Acquisition of Shares by subscribing to its full entitlement under the entitlement offer announced by EQR on 29 May 2024. |
$0.045 per Share | 31,666,667 Shares | 31,666,667 |
| 29 May 2024 | Each Oaktree Substantial Holder |
As above. Taken under section 608(3)(b) of the Corporations Act 2001 (Cth) (Corporations Act) to have a relevant interest by reason of |
As above | As above | As above |
| 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 |
|---|---|---|---|---|---|
| being an associate of EQR. |
|||||
| 29 July 2024 | OCM | Dilution as a result of issuance of new Shares to Cronimet Asia Pte. Ltd as approved by shareholders at EGM on 29 July 2024 |
N/A | N/A | N/A |
| 29 July 2024 | Each Oaktree Substantial Holder |
As above. Taken under section 608(3)(b) of the Corporations Act 2001 (Cth) (Corporations Act) to have a relevant interest by reason of being an associate of EQR. |
As above | As above | As above |
| 14 August 2024 | OCM | Dilution as a result of issuance of new Shares to Oliver Kleinhempel, Richard Morrow, Zhui Yeo and Stephen Weir (or their nominees) as approved by shareholders at EGM on 29 July 2024 |
N/A | N/A | N/A |
| 14 August 2024 | OCM | Dilution as a result of Shares issued to Zhui Yeo in consideration for settlement of shareholder loan as approved by shareholders at EGM on 29 July 2024 |
N/A | N/A | N.A |
| 14 August 2024 | Each Oaktree Substantial Holder |
As above. Taken under section 608(3)(b) of the Corporations Act 2001 (Cth) (Corporations Act) to have a relevant interest by reason of being an associate of EQR. |
N/A | N/A | N/A |
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 |
|---|---|---|---|---|---|
| OCM | OCM | OCM | Relevant interest held under section 608(1)(a) of the Corporations Act. |
309,666,667 Shares |
309,666,667 |
| Each Oaktree Substantial Holder |
OCM | OCM | Each person listed in Annexure A is taken to have the same relevant interest in EQR as OCM's relevant interest by virtue of section 608(3) of the Corporations Act. |
309,666,667 Shares |
309,666,667 |
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 (if applicable) | Nature of association |
|---|---|
| N/A | N/A |
Docusign Envelope ID: D8F30BDA-24D2-43F4-8A11-BD741AAB67FD
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| OCM | 333 South Grand Avenue, 28th Foor, Los Angeles, California 90071, United States of America |
| See Annexure A | See Annexure A |
Signature
print name Martin Eckel and Hugo Neuman capacity Managers date 15 August 2024 sign here
Docusign Envelope ID: D8F30BDA-24D2-43F4-8A11-BD741AAB67FD
Annexure A
This is Annexure A referred to in Form 604, Notice of change of interests of substantial holder.
| NAME | ADDRESS |
|---|---|
| OCM Luxembourg EPF III S.à r.l. | 26A, boulevard Royal L-2449 Luxembourg |
| Oaktree European Principal Fund III Ltd. | Walkers Corporate Limited, Cayman Corporate Centre 27 Hospital Road, George Town, Grand Cayman KY1- 9008, Cayman Islands |
| Oaktree European Principal Fund III, L.P. | 333 South Grand Avenue, 28th Foor, Los Angeles, California 90071, United States of America |
| Oaktree Capital Management, L.P. | 333 South Grand Avenue, 28th Foor, Los Angeles, California 90071, United States of America |
| Oaktree Capital Management GP LLC | 333 South Grand Avenue, 28th Foor, Los Angeles, California 90071, United States of America |
| Atlas OCM Holdings LLC | 333 South Grand Avenue, 28th Foor, Los Angeles, California 90071, United States of America |
| Oaktree Capital Group Holdings, L.P. | 333 South Grand Avenue, 28th Foor, Los Angeles, California 90071, United States of America |
| Oaktree Capital Group Holdings GP, LLC | 333 South Grand Avenue, 28th Foor, Los Angeles, California 90071, United States of America |
| Signature | print name | Martin Eckel and Hugo Neuman | capacityManagers |
|---|---|---|---|
| date 15 August 2024 | |||
| sign here |