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MURRAY COD AUSTRALIA LIMITED Major Shareholding Notification 2017

Jan 19, 2017

65302_rns_2017-01-19_a85bad61-00d4-470f-be66-2274b43bb969.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Murray Cod Australia Limited ACN/ARSN 143 928 625

1. Details of substantial holder (1)

Name Mr Mathew Ryan ACN/ARSN (if applicable)

The holder became a substantial holder on 16 / 01 / 2017

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 ofsecurities (4) Numberofsecurities Person'svotes (5) Voting power(6)
Ordinary Shares 68,928,572 68,928,572 19.87%

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
Mr Mathew John Ryan Direct 10,000,000 Ordinary Shares
M & B Ryan Pty Ltd
Trustee and beneficiary 58,928,572 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
Mr Mathew John Ryan Mr Mathew John Ryan Mr Mathew John Ryan 10,000,000 Ordinary
Shares
M & B Ryan Pty Ltd
M & B Ryan Pty Ltd
M & B Ryan Pty Ltd
58,928,572 Ordinary
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)
Cash
Non-cash
Class and number of
securities
Mr Mathew John Ryan 13/11/15 $350,000 10,000,000 Ordinary Shares
M & B Ryan Pty Ltd
16/01/17 - $2,946,429
(deemed at 5
cents per share)
Shares provided
as part
consideration for
purchase of
various
aquaculture
assets
58,928,572 Ordinary 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
M & B Ryan Pty Ltd (ACN 151 420 530) Mr Ryan is trustee/beneficiary

7. Addresses

7. Addresses 7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Mr Mathew Ryan 15 Gardiner Road, Yogali, NSW 2680

Signature

==> picture [330 x 79] intentionally omitted <==

----- Start of picture text -----

print name capacity Individual
Mathew Ryan
sign here date 20/01/2017
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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:

  • 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

  • (a) accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers

  • (b) 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.

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Murray Cod Australia Limited ACN/ARSN 143 928 625 1. Details of substantial holder (1) Name Mr Roger Commins ACN/ARSN (if applicable)

The holder became a substantial holder on 16 / 01 / 2017

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 ofsecurities (4) Numberofsecurities Person'svotes (5) Voting power(6)
Ordinary Shares 24,901,443 24,901,443 7.18%

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
Commins Partnership Pty Ltd Director and shareholder 544,300 Ordinary Shares
Brigalow Enterprises Pty Ltd
Trustee and beneficiary 20,357,143 Ordinary Shares
Kaitlin Commins Associate 4,000,000 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
Commins Partnership Pty
Ltd
Commins Partnership Pty
Ltd
Commins Partnership Pty
Ltd
544,300 Ordinary
Shares
Brigalow Enterprises Pty Ltd
Brigalow Enterprises Pty Ltd
Brigalow Enterprises Pty Ltd
20,357,143 Ordinary
Shares
Kaitlin Commins Kaitlin Commins Kaitlin Commins 4,000,000 Ordinary
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)
Cash
Non-cash
Consideration (9)
Cash
Non-cash
Class and number of
securities
Commins Partnership Pty
Ltd
20/11/2015 $21,772 - 544,300 Ordinary Shares
Brigalow Enterprises Pty Ltd
16/01/17 - $1,017,857
(deemed at 5
cents per share)
Shares provided
as part
consideration for
purchase of
various
aquaculture
assets
20,357,143 Ordinary Shares
Kaitlin Commins 16/01/17 $200,000 - 4,000,000 Ordinary 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
Commins Partnership Pty Ltd (ACN 073 580
864)
Brigalow Enterprises Pty Ltd (ACN 117 275 288)
Kaitlin Commins
Mr Commins is a Director and Shareholder
Mr Commins is trustee/beneficiary
Mr Commins is an associate through family ties

7. Addresses

7. Addresses 7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Mr Roger Commins PO Box 40, Whitton NSW 2705

Signature

==> picture [327 x 80] intentionally omitted <==

----- Start of picture text -----

print name capacity Individual
Roger Commins
sign here date 20/012017
----- End of picture text -----

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:

  • 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

  • (a) accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers

  • (b) 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.