AI assistant
GREAT DIVIDE MINING LTD — Major Shareholding Notification 2023
Aug 24, 2023
64975_rns_2023-08-24_4a3e5e57-41e9-4172-882a-79fdad1bf96a.pdf
Major Shareholding Notification
Open in viewerOpens in your device viewer
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
Form 603 Section 671B
Corporations Act 2001
Notice of initial substantial holder
To Company Name/Scheme
Great Divide Mining Limited
ACN/ARSN
ACN 655 868 803
1. Details of substantial holder (1) Name Westpearl Pty Ltd ( Westpearl ) ACN/ARSN (if applicable) ACN 064 993 871
The holder became a substantial holder on
7/12/2021
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) | Votingpower(6) |
|---|---|---|---|
| Fully paid ordinary shares (Shares) |
11,538,750 Shares | 11,538,750 Shares | 29.33% |
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:
| r are as follows: | ||
|---|---|---|
| Holder of relevant interest | Nature of relevant interest(7) | Class and number of securities |
| Westpearl | Relevant interest as per section 608(1) of the Corporations Act 2001(Cth) (Act) as the registered holder. |
7,830,000 Shares |
| Evan Ryan | Relevant interest as per section 608(3) of the Act as the holder of more than 20% of the voting power of Westpearl |
7,830,000 Shares |
| Scott Ryan | Relevant interest as per section 608(3) of the Act as the holder of more than 20% of the voting power of Westpearl |
7,830,000 Shares |
| PR Motor Sports Pty Ltd ACN 113 283 515 (PR Motor Sports) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
1,812,500 Shares |
| Paul Ryan | Relevant interest as per section 608(1) of the Act as the registered holder. |
125,000 Shares |
| Rygig Pty Ltd ACN 140 029 803 (Rygig) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
1,771,250 Shares |
| Scott Ryan | Relevant interest as per section 608(3) of the Act as the holder of more than 20% of the voting power of Rygig |
1,771,250 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 |
|---|---|---|---|
| Westpearl | Westpearl | Westpearl | 7,830,000 Shares |
| PR Motor Sports | PR Motor Sports | PR Motor Sports | 1,812,500 Shares |
| Paul Ryan | Paul Ryan | Paul Ryan | 125,000 Shares |
| Rygig | Rygig | Rygig | 1,771,250 Shares |
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 | |||
| Westpearl | 7/12/2021(on incorporation) | $475 | 2,330,000 Shares | |
| Westpearl | 19/05/2023 | $150,000 | 1,250,000 Shares |
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
| Westpearl | 16/08/2023 | $500,000 | 2,500,000 Shares | ||
|---|---|---|---|---|---|
| Westpearl | 16/08/2023 | $350,000 | 1,750,000 Shares | ||
| PR Motor Sports | 7/12/2021(on incorporation) | $159 | 1,590,000 Shares | ||
| PR Motor Sports | 16/08/2023 | $45,000 | 222,500 Shares | ||
| Paul Ryan | 16/08/2023 | $25,000 | 125,000 Shares | ||
| Rygig | 7/12/2021(on incorporation) | $158 | 1,580,000 Shares | ||
| Rygig | 16/08/2023 | $38,250 | 191,250 Shares |
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 |
|---|---|
| PR Motor Sports, Paul Ryan and Rygig | As set out in the Supplementary Prospectus dated 5 June 2023, none of Westpearl, PR Motor Sports or Rygig have any relevant agreement in relation to the voting of their respective shareholdings in a certain way or otherwise control the composition of the board or influence or dictate the operating decisions of the Board. There currently exists familial relationship and respective unrelated joint business operations of controlling shareholders in each of Westpearl, PR Motor Sports and Rygig. On this basis, PR Motor Sports, Paul Ryan and Rygig may be considered associates of Westpearl. |
| Evan Ryan and Scott Ryan | Evan Ryan and Scott Ryan are associates of Westpearl by virtue of section 12(2) of the Act as controllers of Westpearl. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Westpearl | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| PR Motor Sports | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Paul Ryan | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Rygig | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
Signature
| print name Evan Ryan capacity Director |
print name Evan Ryan capacity Director |
|---|---|
| sign here date |
25 August 2023 |
| DIRECTIONS | |
| er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and | |
| trust), the names could be included in an annexure to the form. If the relevant interests of a group of | persons are essentially similar, |
| ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members | |
| paragraph 7 of the form. | |
| f "associate" in section 9 of the Corporations Act 2001. | |
| f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
| of a company constitute one class unless divided into separate classes. |
(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.
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
-
(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, moneys 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.
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Great Divide Mining Limited
ACN/ARSN
ACN 655 868 803
1. Details of substantial holder (1)
Name PR Motor Sports Pty Ltd ( PR Motor Sports ) ACN/ARSN (if applicable) ACN 113 283 515
The holder became a substantial holder on 7/12/2021
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) | Votingpower(6) |
|---|---|---|---|
| Fully paid ordinary shares (Shares) |
11,538,750 Shares | 11,538,750 Shares | 29.33% |
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:
| r are as follows: | ||
|---|---|---|
| Holder of relevant interest | Nature of relevant interest(7) | Class and number of securities |
| PR Motor Sports | Relevant interest as per section 608(1) of the Corporations Act 2001(Cth) (Act) as the registered holder. |
1,812,500 Shares |
| Paul Ryan | Relevant interest as per section 608(3) of the Act as the holder of more than 20% of the voting power of PR Motor Sports |
1,812,500 Shares |
| Sandra Ryan | Relevant interest as per section 608(3) of the Act as the holder of more than 20% of the voting power of PR Motor Sports |
1,812,500 Shares |
| Westpearl Pty Ltd ACN 064 993 871 (Westpearl) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
7,830,000 Shares |
| Paul Ryan | Relevant interest as per section 608(1) of the Act as the registered holder. |
125,000 Shares |
| Rygig Pty Ltd ACN 140 029 803 (Rygig) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
1,771,250 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 |
|---|---|---|---|
| PR Motor Sports | PR Motor Sports | PR Motor Sports | 1,812,500 Shares |
| Westpearl | Westpearl | Westpearl | 7,830,000 Shares |
| Paul Ryan | Paul Ryan | Paul Ryan | 125,000 Shares |
| Rygig | Rygig | Rygig | 1,771,250 Shares |
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:
| ntial holder is as follows: | ||||
|---|---|---|---|---|
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|
| Cash | Non-cash | |||
| PR Motor Sports | 7/12/2021(on incorporation) | $159 | 1,590,000 Shares | |
| PR Motor Sports | 16/08/2023 | $45,000 | 222,500 Shares | |
| Westpearl | 7/12/2021(on incorporation) | $475 | 2,330,000 Shares | |
| Westpearl | 19/05/2023 | $150,000 | 1,250,000 Shares | |
| Westpearl | 16/08/2023 | $500,000 | 2,500,000 Shares |
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
| Westpearl | 16/08/2023 | $350,000 | 1,750,000 Shares |
|---|---|---|---|
| Paul Ryan | 16/08/2023 | $25,000 | 125,000 Shares |
| Rygig | 7/12/2021(on incorporation) | $158 | 1,580,000 Shares |
| Rygig | 16/08/2023 | $38,250 | 191,250 Shares |
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 |
|---|---|
| Westpearl and Rygig | As set out in the Supplementary Prospectus dated 5 June 2023, none of Westpearl, PR Motor Sports or Rygig have any relevant agreement in relation to the voting of their respective shareholdings in a certain way or otherwise control the composition of the board or influence or dictate the operating decisions of the Board. There currently exists familial relationship and respective unrelated joint business operations of controlling shareholders in each of Westpearl, PR Motor Sports and Rygig. On this basis, Westpearl and Rygig may be considered associates of PR Motor Sports. |
| Paul Ryan and Sandra Ryan | Paul Ryan and Sandra Ryan are associates of PR Motor Sports by virtue of section 12 of the Act as controllers of PR Motor Sports. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| PR Motor Sports | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Westpearl | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Paul Ryan | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Rygig | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
Signature
| print name Paul Ryan capacity Director |
print name Paul Ryan capacity Director |
|---|---|
| sign here date |
25 August 2023 |
| DIRECTIONS | |
| er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and | |
| trust), the names could be included in an annexure to the form. If the relevant interests of a group of | persons are essentially similar, |
| ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members | |
| paragraph 7 of the form. | |
| f "associate" in section 9 of the Corporations Act 2001. | |
| f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
| of a company constitute one class unless divided into separate classes. |
(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.’”
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
(9) Details of the consideration must include any and all benefits, moneys 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.
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Great Divide Mining Limited
ACN/ARSN
ACN 655 868 803
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)
Paul Ryan
The holder became a substantial holder on
7/12/2021
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) | Votingpower(6) |
|---|---|---|---|
| Fully paid ordinary shares (Shares) |
11,538,750 Shares | 11,538,750 Shares | 29.33% |
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:
| r are as follows: | r are as follows: | ||||
|---|---|---|---|---|---|
| Holder of relevant interest | Nature of relevant interest(7) | Class and number of securities | |||
| Paul Ryan | Relevant interest as per section 608(1) of the Corporations Act 2001(Cth) (Act) as the registered holder. |
125,000 Shares | |||
| PR Motor Sports Pty Ltd ACN 113 283 515 (PR Motor Sports) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
1,812,500 Shares | |||
| Westpearl Pty Ltd ACN 064 993 871 (Westpearl) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
7,830,000 Shares | |||
| Rygig Pty Ltd ACN 140 029 803 (Rygig) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
1,771,250 Shares | |||
| resent registered holders istered 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 |
||
| Paul Ryan | Paul Ryan | Paul Ryan | 125,000 Shares | ||
| PR Motor Sports | PR Motor Sports | PR Motor Sports | 1,812,500 Shares | ||
| Westpearl | Westpearl | Westpearl | 7,830,000 Shares | ||
| Rygig | Rygig | Rygig | 1,771,250 Shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
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:
| ntial holder is as follows: | ||||
|---|---|---|---|---|
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|
| Cash | Non-cash | |||
| Paul Ryan | 16/08/2023 | $25,000 | 125,000 Shares | |
| PR Motor Sports | 7/12/2021(on incorporation) | $159 | 1,590,000 Shares | |
| PR Motor Sports | 16/08/2023 | $45,000 | 222,500 Shares | |
| Westpearl | 7/12/2021(on incorporation) | $475 | 2,330,000 Shares | |
| Westpearl | 19/05/2023 | $150,000 | 1,250,000 Shares | |
| Westpearl | 16/08/2023 | $500,000 | 2,500,000 Shares | |
| Westpearl | 16/08/2023 | $350,000 | 1,750,000 Shares | |
| Rygig | 7/12/2021(on incorporation) | $158 | 1,580,000 Shares | |
| Rygig | 16/08/2023 | $38,250 | 191,250 Shares |
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
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 |
|---|---|
| PR Motor Sports | Paul Ryan as a controller of PR Motor Sports act in concert in relation voting their respective shareholding in Great Divide Mining Limited. |
| Westpearl and Rygig | As set out in the Supplementary Prospectus dated 5 June 2023, neither Westpearl, nor Rygig have any relevant agreement with Paul Ryan in relation to the voting of their respective shareholdings in a certain way or otherwise control the composition of the board or influence or dictate the operating decisions of the Board. There currently exists familial relationship and respective unrelated joint business operations of controlling shareholders in each of Westpearl and Rygig. On this basis, Westpearl and Rygig may be considered associates of Paul Ryan. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Paul Ryan | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| PR Motor Sports | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Westpearl | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Rygig | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
Signature
| print name Paul Ryan capacity |
Director |
|---|---|
| sign here date |
25 August 2023 |
| DIRECTIONS | |
| er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and | |
| trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, | |
| ed to throughout the form as a specifically named group if the membership of each group, with the names | and addresses of members |
| paragraph 7 of the form. | |
| f "associate" in section 9 of the Corporations Act 2001. | |
| f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
| of a company constitute one class unless divided into separate classes. |
-
(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, moneys 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.
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Great Divide Mining Limited
ACN/ARSN
ACN 655 868 803
1. Details of substantial holder (1)
Name Rygig Pty Ltd ( Rygig ) ACN/ARSN (if applicable) ACN 140 029 803
The holder became a substantial holder on 7/12/2021
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) | Votingpower(6) |
|---|---|---|---|
| Fully paid ordinary shares (Shares) |
11,538,750 Shares | 11,538,750 Shares | 29.33% |
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:
| r are as follows: | ||
|---|---|---|
| Holder of relevant interest | Nature of relevant interest(7) | Class and number of securities |
| Rygig | Relevant interest as per section 608(1) of the Corporations Act 2001(Cth) (Act) as the registered holder. |
1,771,250 Shares |
| Scott Ryan | Relevant interest as per section 608(3) of the Act as the holder of more than 20% of the voting power of Rygig |
1,771,250 Shares |
| Jade Ryan | Relevant interest as per section 608(3) of the Act as the holder of more than 20% of the voting power of Rygig |
1,771,250 Shares |
| Paul Ryan | Relevant interest as per section 608(1) of the Act as the registered holder. |
125,000 Shares |
| PR Motor Sports Pty Ltd ACN 113 283 515 (PR Motor Sports) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
1,812,500 Shares |
| Westpearl Pty Ltd ACN 064 993 871 (Westpearl) |
Relevant interest as per section 608(1) of the Act as the registered holder. |
7,830,000 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 |
|---|---|---|---|
| Rygig | Rygig | Rygig | 1,771,250 Shares |
| Paul Ryan | Paul Ryan | Paul Ryan | 125,000 Shares |
| PR Motor Sports | PR Motor Sports | PR Motor Sports | 1,812,500 Shares |
| Westpearl | Westpearl | Westpearl | 7,830,000 Shares |
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:
| ntial holder is as follows: | ||||
|---|---|---|---|---|
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|
| Cash | Non-cash | |||
| Rygig | 7/12/2021(on incorporation) | $158 | 1,580,000 Shares | |
| Rygig | 16/08/2023 | $38,250 | 191,250 Shares | |
| Paul Ryan | 16/08/2023 | $25,000 | 125,000 Shares | |
| PR Motor Sports | 7/12/2021 | $159 | 1,590,000 Shares |
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
| PR Motor Sports | 16/08/2023 | $45,000 | 222,500 Shares |
|---|---|---|---|
| Westpearl | 7/12/2021(on incorporation) | $475 | 2,330,000 Shares |
| Westpearl | 19/05/2023 | $150,000 | 1,250,000 Shares |
| Westpearl | 16/08/2023 | $500,000 | 2,500,000 Shares |
| Westpearl | 16/08/2023 | $350,000 | 1,750,000 Shares |
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 |
|---|---|
| Westpearl, PR Motor Sports and Paul Ryan |
As set out in the Supplementary Prospectus dated 5 June 2023, none of Westpearl, PR Motor Sports, or Paul Ryan have any relevant agreement with Rygig in relation to the voting of their respective shareholdings in a certain way or otherwise control the composition of the board or influence or dictate the operating decisions of the Board. There currently exists familial relationship and respective unrelated joint business operations of controlling shareholders in each of Westpearl, PR Motor Sports and Rygig. On this basis, Westpearl, PR Motor Sports and Paul Ryan may be considered associates of Rygig. |
| Scott Ryan and Jade Ryan | Scott Ryan and Jade Ryan are associates of Rygig by virtue of section 12(2) of the Act as controllers of Rygig. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Rygig | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Paul Ryan | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| PR Motor Sports | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
| Westpearl | C/- Level 10, 12 Creek Street, Brisbane Qld 4000 |
Signature
| print name Scott Ryan capacity Director |
print name Scott Ryan capacity Director |
|---|---|
| sign here date |
25 August 2023 |
| DIRECTIONS | |
| er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and | |
| trust), the names could be included in an annexure to the form. If the relevant interests of a group of | persons are essentially similar, |
| ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members | |
| paragraph 7 of the form. | |
| f "associate" in section 9 of the Corporations Act 2001. | |
| f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
| of a company constitute one class unless divided into separate classes. |
(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.
DocuSign Envelope ID: D36DF4FC-3F0D-4BB8-9843-ECE39B07F7C6
- (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, moneys 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.