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EQ RESOURCES LIMITED — Major Shareholding Notification 2024
Jan 21, 2024
64867_rns_2024-01-21_ff8b84ad-dc4a-4303-99f5-f9e2c1096433.pdf
Major Shareholding Notification
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Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company EQ Resources Limited ( EQR)
Name/Scheme
ACN/ARSN
115 009 106
1. Details of substantial holder (1)
Name
OCM Luxembourg Tungsten Holdings S.á r.l ( 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)
The holder became a substantial holder 18 January 2024 on
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities(4) | Number of securities | Persons' votes(5) | Voting power (6) |
|---|---|---|---|
| Ordinary shares | 278,000,000 | 278,000,000 | 15.0043% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest |
Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| OCM | Relevant interest held under section 608(1)(a) of the Corporations Act 2001(Cth) (Corporations Act) as OCM is the registered holder of ordinary shares. |
278,000,000 ordinary shares |
| Each Oaktree Substantial Holder |
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. |
278,000,000 ordinary shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| OCM and each Oaktree Substantial Holder |
OCM | OCM | 278,000,000 ordinary shares |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration (9) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
| OCM and each Oaktree Substantial Holder |
18 January 2024 | A$25,020,000 | N/A | 278,000,000 ordinaryshares |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| OCM and each Oaktree Substantial Holder |
The entities are all associates of each other by virtue of 12(2)(a) of the CorporationsAct. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| OCM | 333 South Grand Avenue, 28thFoor, Los Angeles, California 90071, United States of America |
| See Annexure A | See Annexure A |
| Signature print name sign here |
capacity date / / 2024 Managers 18 01 Hugo Neuman Martin Eckel |
|---|---|
Directions
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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 7 of the form.
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See the definition of "associate" in section 9 of the Corporations Act 2001.
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See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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The voting shares of a company constitute one class unless divided into separate classes.
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The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
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The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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Include details of:
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(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and 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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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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Details of the consideration must include any and all benefit, 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.
Annexure A Oaktree Substantial Holders
This is Annexure A of 1 page referred to in the Form 603 (Notice of initial substantial holder)
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Signature
print name Martin Eckel Hugo Neuman capacity Managers
sign here date 18 / / 2024 01
Name Address
-
OCM Luxembourg EPF III S.á 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, 28 [th] Foor, Los Angeles,
California 90071, United States of America
Oaktree Capital Management, L.P. 333 South Grand Avenue, 28 [th] Foor, Los Angeles,
California 90071, United States of America
Oaktree Capital Management GP LLC 333 South Grand Avenue, 28 [th] Foor, Los Angeles,
California 90071, United States of America
Atlas OCM Holdings LLC 333 South Grand Avenue, 28 [th] Foor, Los Angeles,
California 90071, United States of America
Oaktree Capital Group Holdings, L.P. 333 South Grand Avenue, 28 [th] Foor, Los Angeles,
California 90071, United States of America
Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue, 28 [th] Foor, Los Angeles,
California 90071, United States of America
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