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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
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(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.
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(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
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(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(6) Include details of:
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(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
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(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.
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(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.
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(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”.
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(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 |