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FIRST AU LIMITED Major Shareholding Notification 2022

Nov 9, 2022

64900_rns_2022-11-09_6afc8ab3-4e15-43f2-8871-efda924d8275.pdf

Major Shareholding Notification

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603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme FIRST AU LIMITED ACN/ARSN 000 332 918

1. Details of substantial holder (1)

Name BRYAN FROST

ACN/ARSN (if applicable)

The holder became a substantial holder on 08 / 11 / 2022

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 Person's votes (5) Voting power (6)
ORDINARY SHARES 59,099,989 59,099,989 6.34%

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
BRYAN FROST CONTROLLER 59,099,989

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
REFER TO ANNEXURE A

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four 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
REFER TO ANNEXURE A

603 Page 2 of 2 15 July 2001

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
REFER TO ANNEXURE A

7. Addresses

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

Name Address
REFER TO ANNEXURE A

Signature

print name
sign here
BRYAN FROST
capacity
date
/
/
10 11 2022

DIRECTIONS

  • (1) 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.

  • (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 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.

  • (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (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 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.

  • (8) 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".

  • (9) 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.

ANNEXURE A

This Annexure A is annexed to the Form 603 – Notice of initial substantial holder for Bryan Frost. Item numbers used in this Annexure A correspond with the Form 603 to which it is annexed.

4. Details of present registered holders

Holder of
relevant interest
Registered holder of securities Person entitled to be registered as
holder
Class and number of
securities
Bryan Frost Queensland MM Pty Ltd
Queensland MM Pty Ltd
25,285,133 ordinary
shares
Bryan Frost Actionette Pty Ltd Actionette Pty Ltd 2,800,000 ordinary
shares
Bryan Frost Actionette Pty Ltd S/F A/C> Actionette Pty Ltd S/F A/C> 20,014,856 ordinary
shares
Bryan Frost Peregrine Corporate Limited Peregrine Corporate Limited 6,000,000 ordinary
shares
Bryan Frost Farcam Pty Ltd Farcam Pty Ltd 5,000,000 ordinary
shares

5. Consideration:

Note: per Form 603 only movements in four months prior to the day that the substantial holder became a substantial holder are included:

Holder of relevant
interest
Date of
acquisition
Consideration Class and number of securities
Cash Non-cash
Bryan Frost (via
Queensland MM Pty Ltd
)
3 October 2022 $0.005 ($25,000
total)
Nil 5,000,000 ordinary shares
Bryan Frost (via Actionette
Pty Ltd S/F A/C>)
5 October 2022 $0.005
($3,901.26 total)
Nil 780,252 ordinary shares
Bryan Frost (via Actionette
Pty Ltd S/F A/C>)
11 October 2022 $0.005
($1,987.27 total)
Nil 397,454 ordinary shares
Bryan Frost (via Actionette
Pty Ltd S/F A/C>)
13 October 2022 $0.005
($4,111.47 total)
Nil 822,294 ordinary shares
Bryan Frost (via Actionette
Pty Ltd S/F A/C>)
8 November
2022
Nil Conversion of fees
at $0.00498 per
share
($62,500
total)
12,550,200 ordinary shares

-2-

6. Associates

Name and ACN Nature of association
Queensland MM Pty Ltd [ACN 010 552 066] Entity controlled by Bryan Frost
Actionette Pty Ltd [ACN 099 651 206] Entity controlled by Bryan Frost
Actionette Pty Ltd [ACN 099 651 206] Entity controlled by Bryan Frost
Peregrine Corporate Limited [ACN 062 479 997] Entity controlled by Bryan Frost
Farcam Pty Ltd [ACN 622 632 197] Entity controlled by Bryan Frost

7. Addresses

Name Address
Bryan Frost Unit 1, 50 Albany Road, Toorak VIC 3142
Queensland MM Pty Ltd [ACN 010 552 066] Unit 1, 50 Albany Road, Toorak VIC 3142
Actionette Pty Ltd [ACN 099 651 206] Unit 1, 50 Albany Road, Toorak VIC 3142
Actionette Pty Ltd [ACN 099 651 206] Unit 1, 50 Albany Road, Toorak VIC 3142
Peregrine Corporate Limited [ACN 062 479 997] Unit 1, 50 Albany Road, Toorak VIC 3142
Farcam Pty Ltd [ACN 622 632 197] Unit 1, 50 Albany Road, Toorak VIC 3142