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Resolute Mining Limited Major Shareholding Notification 2021

Nov 28, 2021

10548_rns_2021-11-28_215ddc1c-3290-4775-842c-bf683b112594.pdf

Major Shareholding Notification

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604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Turacouracoracoaco Gold Limited (ASX: TCG)

To Company Name/Scheme Turacouracoracoaco Gold Limited ACN/ARSN ACN 128 042 606

1. Details of substantial holder(1)

Name Resolute Mining Limited (ASX: RSG) and its related bodies corporate as listed below ACN/ARSN (if applicable) ACN 097 088 689

There was a change in the interests of the substantial holder on 26/11/20

The previous notice was given to the company on 28/05/20 The previous notice was dated 28/05/2021

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:

llows:
Class of securities (4)
Ordinary shares
Previous notice Present notice
Person’s votes Voting power (5) Person’s votes Voting power (5)
682,484,709 20.58% 68,248,471 16.01%

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 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
26/11/2021 Resolute (Treasury) Pty Ltd
Resolute Mining Limited
Decrease in percentage of
substantial holding due to
dilution of interest arising from
share placement by TCG to
investors
Nil N/A N/A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant
interest
Registered
holder of
securities
Person entitled to be
registered as holder
(8)
Nature of relevant interest
(6)
Class and
number of
securities
Person’s
votes
Resolute (Treasury) Pty
Ltd
Resolute
(Treasury)
Pty Ltd
Resolute (Treasury)
Pty Ltd
Relevant interest under
section 608(1)(a) of the
Corporations Act.
68,248,471 68,248,471
Resolute Mining Limited Resolute
(Treasury)
Pty Ltd
Resolute (Treasury)
Pty Ltd
Relevant interest under
section 608(3)(b) of the
Corporations Act.
Resolute Mining Limited
owns 100% of Resolute
(Treasury)PtyLtd.
68,248,471 68,248,471

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

6. Addresses

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

Name Address
Resolute Mining Limited Level 2, 15-17 William Street Perth WA 6000
Resolute (Treasury) Pty Ltd Level 2, 15-17 William Street Perth WA 6000

Signature

Richard Steenhof capacity Company Secretary print name

==> picture [58 x 26] intentionally omitted <==

date 29 / 11 / 2021

sign here

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.

  • (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 person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

  • (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 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.

  • (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) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

Associates

This is Annexure A of 3 page(s) referred to in Form 604.

Name and ACN/ARSN (if applicable) Nature of Association
Resolute Mining Limited
ACN 097 088 689
Resolute Mining Limited is an associate of each of the other entities to
the left (and vice versa) because they are ultimately controlled by
Resolute Mining Limited.
The entities to the left other than Resolute Mining Limited are also
associates of each other because they are each ultimately controlled by
Resolute Mining Limited (they are subsidiaries of Resolute Mining
Limited).
Resolute Treasury UK Limited
Resolute UK 2 Limited
Resolute UK 1 Limited
Resolute (Treasury) Pty Ltd ACN 120 794
603
Resolute Corporate Services Pty Ltd ACN
009 047 581
Carpentaria Gold Pty Ltd ACN 010 706 966
Resolute Canada Pty Ltd ACN 626 300 981
Resolute Canada 2 Pty Ltd ACN 626 301
200
RSG Tanzania Pty Ltd ACN 625 151 135
RSG Tanzania 2 Pty Ltd ACN 626 221 574
Resolute Sudan Pty Ltd ACN 623 529 859
Resolute Sudan 2 Pty Ltd ACN 624 155
273
Resolute Burkina Faso Pty Ltd ACN 623
531 224
Resolute Egypt (Australia) Pty Ltd ACN
618 535 014
Resolute Egypt (Australia) 2 Pty Ltd ACN
619 333 345
Resolute Egypt Pty Ltd
Resolute (SOMISY) Pty Ltd ACN 616 378
468
Resolute Mali SA

Société des Mines de Syama SA

Resolute (Finkolo) Pty Ltd ACN 616 380 093 Resolute Exploration SARL

Société des Mines de Finkolo SA

Resolute (Ghana) Limited

Resolute Burkina SARL

Toro Gold Limited

ORCA SA

Bambuk Minerals Limited

Petowal Mining Company SA

Bambuk Minerals Senegal SARL

Resolute Corporate Services UK Ltd Toro Gold Gabon Ltd

Toro Gold Gabon SARL

Toro Gold Guinée SUCC

T&T Holdings Ltd Genta Guinea Resources SA

Signature

Signature
Print Name: Richard Steenhof Capacity: Company Secretary
Sign Here: Date: 29 November 2021

Annexure B

Addresses

This is Annexure B of 3 page(s) referred to in Form 604.

Name Address
Resolute Mining Limited
ACN 097 088 689
Level 2, 15‐17 William Street Perth WA 6000
Resolute Treasury UK Limited Level 2, 15‐17 William Street Perth WA 6000
Resolute UK 2 Limited Level 2, 15‐17 William Street Perth WA 6000
Resolute UK 1 Limited Level 2, 15‐17 William Street Perth WA 6000
Resolute (Treasury) Pty Ltd ACN 120 794
603
Level 2, 15‐17 William Street Perth WA 6000
Resolute Corporate Services Pty Ltd ACN
009 047 581
Level 2, 15‐17 William Street Perth WA 6000
Carpentaria Gold Pty Ltd ACN 010 706 966 Level 2, 15‐17 William Street Perth WA 6000
Resolute Canada Pty Ltd ACN 626 300 981 Level 2, 15‐17 William Street Perth WA 6000
Resolute Canada 2 Pty Ltd ACN 626 301
200
Level 2, 15‐17 William Street Perth WA 6000
RSG Tanzania Pty Ltd ACN 625 151 135 Level 2, 15‐17 William Street Perth WA 6000
RSG Tanzania 2 Pty Ltd ACN 626 221 574 Level 2, 15‐17 William Street Perth WA 6000
Resolute Sudan Pty Ltd ACN 623 529 859 Level 2, 15‐17 William Street Perth WA 6000
Resolute Sudan 2 Pty Ltd ACN 624 155
273
Level 2, 15‐17 William Street Perth WA 6000
Resolute Burkina Faso Pty Ltd ACN 623
531 224
Level 2, 15‐17 William Street Perth WA 6000
Resolute Egypt (Australia) Pty Ltd ACN
618 535 014
Level 2, 15‐17 William Street Perth WA 6000
Resolute Egypt (Australia) 2 Pty Ltd ACN
619 333 345
Level 2, 15‐17 William Street Perth WA 6000
Resolute Egypt Pty Ltd Level 2, 15‐17 William Street Perth WA 6000
Resolute (SOMISY) Pty Ltd ACN 616 378
468
Level 2, 15‐17 William Street Perth WA 6000
Resolute Mali SA Level 2, 15‐17 William Street Perth WA 6000
Société des Mines de Syama SA Level 2, 15‐17 William Street Perth WA 6000
Resolute (Finkolo) Pty Ltd ACN 616 380
093
Level 2, 15‐17 William Street Perth WA 6000
Resolute Exploration SARL Level 2, 15‐17 William Street Perth WA 6000
Société des Mines de Finkolo SA Level 2, 15‐17 William Street Perth WA 6000
Resolute (Ghana) Limited Level 2, 15‐17 William Street Perth WA 6000
Resolute Burkina SARL Level 2, 15‐17 William Street Perth WA 6000
Toro Gold Limited Level 2, 15‐17 William Street Perth WA 6000
ORCA SA Level 2, 15‐17 William Street Perth WA 6000
Bambuk Minerals Limited Level 2, 15‐17 William Street Perth WA 6000
Petowal Mining Company SA Level 2, 15‐17 William Street Perth WA 6000
Bambuk Minerals Senegal SARL Level 2, 15‐17 William Street Perth WA 6000
Resolute Corporate Services UK Ltd Level 2, 15‐17 William Street Perth WA 6000
Toro Gold Gabon Ltd Level 2, 15‐17 William Street Perth WA 6000
Toro Gold Gabon SARL Level 2, 15‐17 William Street Perth WA 6000
Toro Gold Guinée SUCC Level 2, 15‐17 William Street Perth WA 6000
T&T Holdings Ltd Level 2, 15‐17 William Street Perth WA 6000
Genta Guinea Resources SA Level 2, 15‐17 William Street Perth WA 6000

Signature

Signature
Print Name: Richard Steenhof Capacity: Company Secretary
Sign Here: Date: 29 November 2021