603 | page 1/3 | 15 July 2001 |
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
ToCompany Name/Scheme | Minotaur Exploration Limited | ||
ACN/ARSN | 108 483 601 | ||
1. Details of substantial holder (1) | |||
Name | Andromeda Metals Limited ACN 061 503 375 (Andromeda) and each of the entities listed in Annexure A (each a Group | ||
Entity, and together Group Entities) | |||
only | |||
ACN/ARSN (if applicable) | As above or set out in Annexure A | ||
use | |||
N/A. This notice is given under s671B(1)(c) of the Corporations Act 2001 (Cth) as a result of the | |||
The holder became a substantial holder on | off market takeover bid by Andromeda for all of the fully paid ordinary shares in Minotaur | ||
Exploration Limited, as set out in its Bidder's Statement dated 3 December 2021 and first | |||
announced to ASX on 10 November 2021. |
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 re evant interest (3) in on the date the substantial holder became a substantial holder are as follows:
personal | Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
Fully Paid Ordinary shares | 0 | 0 | 0% | |
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
ub tantial holder are as follows:
Andromeda
4. Details of present registered holders | ||||
The persons registered as holders of the securities referred to in paragraph 3 above are as follows: | ||||
For | ||||
Holder of relevant | Registered holder of | Person entitled to be | Class and number | |
interest | securities | registered as holder (8) | of securities | |
N/a | N/a | N/a | 0 fully paid ordinary | |
shares | ||||
ME_193786027_1
603 | page 2/3 15 July 2001 |
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 | Date of acquisition | Consideration (9) | Class and number | |||
interest | of securities | |||||
onlyusepersonalFor | ||||||
Cash | Non-cash | |||||
N/A | N/A | N/A | N/A | |||
ME_193786027_1
603 | page 3/3 | 15 July 2001 |
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 | |||||||
N/A | N/A | |||||||
7. | Addresses | |||||||
The addresses of persons named in this form are as follows: | ||||||||
only | ||||||||
Name | Address | |||||||
Andromeda Metals Limited | 69 King William Road, Unley SA 5061 | |||||||
Each entity listed in Annexure A | 69 King William Road, Unley SA 5061 | |||||||
Signature | ||||||||
use | print name Andrea Betti | capacity | Secretary | |||||
sign here | date | 8 December 2021 | ||||||
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: | |||||||
personal | (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 (eg. if the relevant interest arises because of an option) write "unknown.'" | |||||||
(9) | Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or | |||||||
For | 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. | ||||||||
ME_193786027_1
For personal use only
ANNEXURE A
This is "Annexure A" of 1 page referred to in Form 604 - Notice of change of interests of substantial holder signed by me and dated 6 January 2021.
Signature: | ____________________________________ | |||
Print Name: | Andrea Betti | |||
Capacity: | Secretary | |||
Andromeda Metals Limited ACN 061 503 375 | ||||
Date: | 8 December 2021 | |||
Name | Interest Held | Address | ||
Adelaide Exploration Pty Ltd | 100% | 69 King William Road, Unley SA 5061 | ||
Peninsula Resources Limited | 100% | 69 King William Road, Unley SA 5061 | ||
ADN LFESP Pty Ltd | 100% | 69 King William Road, Unley SA 5061 | ||
Mylo Gold Pty Ltd | 100% | 69 King William Road, Unley SA 5061 | ||
Frontier Exploration Pty Ltd | 100% | 69 King William Road, Unley SA 5061 | ||
Andromeda Industrial Minerals Pty Ltd | 100% | 69 King William Road, Unley SA 5061 | ||
Andromeda Green Technologies Pty Ltd | 100% | 69 King William Road, Unley SA 5061 | ||
ME_193786027_1 ME_193786027_1
For personal use only
Bidder's Statement
ACCEPT
the Offer by Andromeda Metals Limited to acquire all of your shares in Minotaur Exploration Limited for 1.15 Andromeda Shares for every Minotaur Share you hold
This Offer opens on 8 December 2021 and will close at 7.00pm (AEDT) on 31 January 2022, unless extended or withdrawn.
The Minotaur Directors unanimously recommend that you ACCEPT the Andromeda Offer, in the absence of a superior proposal.
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT HOW TO DEAL WITH THIS DOCUMENT, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISER.
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Minotaur Exploration Ltd. published this content on 08 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 December 2021 07:41:09 UTC.