603

page 1/2

15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme

BMG Resources Limited

ACN/ARSN

ACN 107 118 678

1. Details of substantial holder (1)

Name

BMG Resources Limited

ACN/ARSN (if applicable)

ACN 107 118 678

The holder became a substantial holder on

13 October 2020

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

Persons' votes (5)

Voting power (6)

Fully paid ordinary shares

44,921,599

44,921,599

18.7%

(Shares)

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

BMG Resources Limited has entered into voluntary

44,921,599 Shares

escrow deeds (VEDs) with certain parties who have

become shareholders of BMG Resources Limited,

(Escrowed Shareholders) with respect to certain Shares

held by those Escrowed Shareholders (Escrowed

Shares).

BMG Resources Limited

The restrictions on the disposal of the Escrowed Shares

under the VEDs give BMG Resources Limited a relevant

interest in the Escrowed Shares under section 608(1)(c)

of the Corporations Act.

BMG Resources Limited has no right to acquire the

Escrowed Shares or to control the voting rights attached

to the Escrowed Shares.

The form of VEDs is set out in Annexure A to this form.

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

Person entitled to be

Class and number of

securities

registered as holder (8)

securities

BMG Resources Limited

John Prineas

John Prineas

21,562,348 Shares

BMG Resources Limited

Sarah Jane Shipway

Sarah Jane Shipway

1,796,863 Shares

BMG Resources Limited

Impulzive Pty Ltd as

Impulzive Pty Ltd as

trustee of the Dawson

trustee of the Dawson

10,781,174 Shares

Superannuation Fund

Superannuation Fund

BMG Resources Limited

St Barnabas Investments

St Barnabas Investments

Pty Ltd as trustee for the

Pty Ltd as trustee for the

10,781,174 Shares

Melvista Family Trust

Melvista Family Trust

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:

axv 9635638_1

Holder of relevant interest

Date of acquisition

Consideration (9)

Class and number of

securities

Cash

Non-cash

BMG Resources Limited

13 October 2020

Nil

Nil

44,921,599 Shares

axv 9635638_1

603

page 2/2

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

Not applicable

Not applicable

7. Addresses

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

Name

Address

BMG Resources Limited

Level 14, 225 St Georges Terrace, Perth, WA 6000, Australia

John Prineas

GPO Box 5322, Sydney NSW 2001

Sarah Jane Shipway

44 Dutton Crescent, Hamersley WA 6022

Impulzive Pty Ltd as trustee of the Dawson

21 Gardyne Street, Bronte NSW 2024

Superannuation Fund

St Barnabas Investments Pty Ltd as trustee for the

c/- Hartleys Ltd, GPO Box 2777 Perth WA 6001

Melvista Family Trust

Signature

print name

Sean Meakin

capacity

Company Secretary

sign here

date 14 October 2020

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:
    1. 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
    2. 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.

  1. 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".
  2. 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.

axv 9635638_1

Annexure A

This is the annexure of 48 pages marked "A" mentioned in the ASIC Form 603 - Notice of Initial Substantial Holder signed by me and dated 14 October 2020

Signed on behalf of BMG Resources Limited ACN 107 118 678:

Name:

Sean Meakin

Capacity:

Company Secretary

Signature:

Date:

14 October 2020

axv 9635638_1

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

BMG Resources Limited published this content on 14 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 October 2020 00:59:08 UTC