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IRON BEAR RESOURCES LTD — Major Shareholding Notification 2010
Jan 31, 2010
65091_rns_2010-01-31_3d79e66b-59e6-4225-a724-2611c06a025b.pdf
Major Shareholding Notification
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CLAYTON UTZ
Sydney Melbourne Brisbane Perth Canberra Darwin
Company Announcements Platform Australian Securities Exchange
1 February 2010
Our ref 172/80082015
Dear Sir/Madam
Notice of change of interests of substantial holder - Cape Lambert Resources Limited
We enclose, on behalf of African Minerals Limited, an ASIC Form 604 ("Notice of change of interests of substantial holder") in relation to Cape Lambert Resources Limited.
Yours sincerely
of fellight
John Elliott, Partner +61 2 9353 4172 [email protected]
Enc
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| Cape Lambert Resources Limited ("CLR") | |
|---|---|
| ACN 095 047 920 | |
| African Minerals Limited ("AML") on its own behalf and on behalf of its controlled entities as shown in Annexure A | |
| N/A | |
| There was a change in the interests of the | |
| 29/01/2010 | |
| The previous notice was given to the company on 08/12/2009 |
|
| ("Controlled Entities") |
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 | Present notice | ||
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
| Ordinary shares | 85,569,934 | 15.2% | 118, 162, 723 | 19.9% |
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 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 |
|---|---|---|---|---|---|
| 29/01/2010 | AML | Acquisition of 32,592,789 CLR ordinary shares pursuant to an agreement between CLR, AML and Marampa Iron Ore Limited, which agreement was attached to AML's substantial holder notice dated 7 December 2009 (Marampa Agreement). |
Pursuant to the Marampa Agreement. |
32.592,789 ordinary shares |
32,592,789 |
| 29/01/2010 | Each of the Controlled Pursuant to the Entities |
Marampa Agreement. Agreement. | Pursuant to the Marampa | 32,592,789 ordinary 32,592,789 shares |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of | Registered | Person entitled | Nature of | Class and | Person's votes |
|---|---|---|---|---|---|
| relevant | holder of | to be registered | relevant | number of | |
| interest | securities | as holder (8) | interest(6) | securities | |
| AML | AML | AML | Pursuant to section $608(1)(a)$ of the Corporations Act 2001 (Cth) ordinary shares |
118, 162, 723 | 118, 162, 723 |
| Each of the Controlled Entities |
AML | AML | Each of the Controlled Entities is an associate of AML within the meaning of section $12(2)(a)$ of the 118,162,723 Corporations Act 2001 (Cth) ordinary shares and has a relevant interest lin the shares in which AML has a relevant interest |
118, 162, 723 |
|---|---|---|---|---|
| --------------------------------------- | ----- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------- |
$604$ page 2/2 15 July 2001
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 |
|---|---|
| Marampa Iron Ore Limited (Marampa) | As at the date of AML's last substantial holder notice (being 7 December 2009), Marampa was an associate of AML by virtue of section 12(2)(a) of the Corporations Act 2001 (Cth). Pursuant to the terms of the Marampa Agreement, Marampa is now controlled by CLR and has ceased to be an associate of AML. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| AML | Victoria Place, 31 Victoria Street, Hamilton, HM10 Bermuda | |
| Each of the Controlled Entities | Ic/-, Victoria Piace, 31 Victoria Street, Hamilton, HM10 Bermuda |
Signature
| print name | lan Dickson | capacity | General Counsel |
|---|---|---|---|
| sign here | VanDIA | date | 29/01/2010 |
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 6 of the form.
- $(2)$ 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. $(3)$
- $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
- $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- $(6)$ 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, 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.
$(7)$ 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 on 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.
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. $(9)$
Annexure A
This is the Annexure A referred to in the Form 604 (Notice of change of interests of substantial holder) signed by me and dated 29 January 2010.
$\overline{\mathcal{L}}$ lan Dickson
General Counsel 29 January 2010
Controlled Entities
- Tonkolili Iron Ore Limited $\bullet$
- Gori Hills Nickel Limited $\bullet$
- Nimini Hills Nickel Limited $\bullet$
- Lovetta Uranium Limited $\bullet$
- Sierra Leone Gold Limited ė
- African Railway and Port Services Limited
- African Minerals (UK) Limited
- African Minerals (Guernsey) Limited
- African Minerals Engineering Limited $\bullet$
- White River Resources Limited $\ddot{\bullet}$