Minotaur Exploration : Initial Substantial Holder Notice from ADN

Published: 2021-12-08 02:42:11 ET MEP.AX

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

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603

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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

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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.

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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.