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TURNSTONE RESOURCES LTD — Major Shareholding Notification 2024
Dec 17, 2024
65958_rns_2024-12-17_57f176e8-9940-4e63-9f12-abc6876948fb.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| ToCompany Name/Scheme ACN/ARSN |
South Harz Potash Limited ACN 153414852 |
|---|---|
1. Details of substantial holder (1)
| 1.Details of substantial holder (1) | |
|---|---|
| Name ACN/ARSN (if applicable) The holder became a substantial holder on |
Rory Luff |
| N/A | |
| 16 December 2024 |
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) | Voting power (6) |
|---|---|---|---|
| Fully paid ordinary shares (ORD) |
60,451,181 | 60,451,181 | 5.76% |
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 |
|---|---|---|
| RL Holdings Pty Ltd |
Pursuant to section 608(1)(b) and (c) of the Corporations Act 2001(Cth) (Corporations Act) as having the power to control the exercise of votes attached to the shares and the power to control to exercise of a power to dispose of the shares |
5,155,856 ORD |
| RL Holdings Pty Ltd |
Pursuant to section 608(1)(b) and (c) of the Corporations Act as having the power to control the exercise of votes attached to the shares and the power to control to exercise of a power to dispose of the shares |
25,900,745 ORD |
| ITA Nominees Pty Ltd | Pursuant to section 608(1)(b) and (c) of the Corporations Act as having the power to control the exercise of votes attached to the shares and the power to control to exercise of a power to dispose of the shares |
29,374,580 ORD |
| R E Luff | R E Luff and Rory Luff are related parties | 10,000 ORD |
| A R Luff | A R Luff and Rory Luff are related parties | 10,000 ORD |
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 |
|---|---|---|---|
| RL Holdings Pty Ltd |
RL Holdings Pty Ltd |
RL Holdings Pty Ltd |
5,155,856 ORD |
| RL Holdings Pty Ltd |
RL Holdings Pty Ltd |
RL Holdings Pty Ltd |
25,900,745 ORD |
| ITA Nominees Pty Ltd | ITA Nominees Pty Ltd | ITA Nominees Pty Ltd | 29,374,580 ORD |
| R E Luff | R E Luff | R E Luff | 10,000 ORD |
| A R Luff | A R Luff | A R Luff | 10,000 ORD |
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 | ORD | ||
| RL Holdings Pty Ltd | Opening | 5,155,856 | ||
| RL Holdings Pty Ltd | Opening | 9,925,487 | ||
| RL Holdings Pty Ltd | 23/09/2024 | $0.01 | 3,308,495 | |
| RL Holdings Pty Ltd | 16/12/2024 | $0.01 | 5,000,000 | |
| RL Holdings Pty Ltd | 16/12/2024 | $0.01 | 7,666,763 | |
| ITA Nominees Pty Ltd | Opening | - | 18,280,980 | |
| ITA Nominees Pty Ltd | 23/09/2024 | $0.01 | 6,093,600 | |
| ITA Nominees Pty Ltd | 16/12/2024 | $0.01 | 5,000,000 | |
| R E Luff | Opening | 10,000 | ||
| A R Luff | Opening | 10,000 |
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 |
|---|---|
| RL Holdings Pty Ltd | Rory Luff is a director and shareholder |
| RL Holdings Pty Ltd | Rory Luff is a director and shareholder |
| ITA Nominees Pty Ltd | Rory Luff is a director and shareholder |
| R E Luff | Related Party of Rory Luff. |
| A R Luff | Related Party of Rory Luff. |
7. Addresses
The address of persons named in this form are as follows:
| Name | Address |
|---|---|
| RL Holdings Pty Ltd | LEVEL 25 360 COLLINS STREET MELBOURNE VIC 3000 |
| ITA Nominees Pty Ltd | LEVEL 30 360 COLLINS STREET MELBOURNE VIC 3000 |
| R E Luff | LEVEL 30 360 COLLINS STREET MELBOURNE VIC 3000 |
| A R Luff | LEVEL 30 360 COLLINS STREET MELBOURNE VIC 3000 |
Signature
print name Rory Luff Capacity Individual sign here Date 17 December 2024
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:
(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 (e.g. 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.