Change in substantial holding for KM1
Released
Released
Announcement PDF
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To
Company
Name/Scheme
Kali Metals Limited
ACN/ARSN
ACN 653 279 371
1.
Details of substantial holder (1)
Karora Resources Pty Ltd ACN 633 381 218 (Karora), Karora Resources Inc., 1474429 B.C. Ltd, Westgold Resources Limited ACN 009
260 306 (Westgold)
Name
ACN/ARSN
(if applicable)
There was a change
in the interests of the
substantial holder on
See above.
1 August 2024
The previous notice
was given to the
company on
08 January 2024
The previous notice
was dated
07 January 2024
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:
Previous notice
Class
of
securities (4)
Fully Paid Ordinary
Shares (Shares)
3.
Present notice
Person’s votes
Voting power (5)
31,863,345
22.10%
Person’s
votes
31,863,345
Voting
power
(5)
22.03%
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 or scheme are as follows:
Date of
change
1 August 2024
Person whose
relevant interest
changed
Westgold
Nature of
change (6)
Consideration
given in relation
to change (7)
Westgold, via its wholly owned
subsidiary 1474429 B.C. Ltd,
acquired all of the issued share
capital of Karora Resources Inc. by Shares held in Westgold
way of a plan of arrangement under
the Canada Business Corporations
Act
Class and
number of
securities
affected
Person’s
votes
affected
31,863,345
fully paid
ordinary
shares in Kali 31,863,345
Metals
Limited
(Shares)
1 August 2024
4.
1474429 B.C. Ltd acquired all of
the issued share capital of Karora
Resources Inc. by way of a plan of Shares held in Westgold
arrangement under the Canada
Business Corporations Act
1474429 B.C. Ltd
31,863,345
Shares
31,863,345
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
Karora
Karora Resources
Inc.
1474429 B.C. Ltd
Westgold
5.
Registered
holder of
securities
Person entitled
to be registered
as holder (8)
Karora
Karora
Karora
Karora
Nature of
relevant
interest (6)
Class and
number of
securities
Person’s
votes
Karora
Holder of the securities (section
608(1)(a) of the Corporations Act
2001 (Cth) (Corporation Act)
31,863,345
Shares
31,863,345
Karora
Relevant interest in 31,863,345
Shares held by Karora, under
31,863,345
section 608(3) of the Corporations
Shares
Act by having voting power of 100%
in Karora
31,863,345
Karora
Relevant interest in 31,863,345
Shares held by Karora, under
31,863,345
section 608(3) of the Corporations
Shares
Act by controlling Karora Resources
Inc. which in turn controls Karora
31,863,345
Karora
Relevant interest in 31,863,345
Shares held by Karora, under
section 608(3) of the Corporations
31,863,345
Act by controlling 1474429 B.C. Ltd,
Shares
which in turn controls Karora
Resources Inc. which in turn
controls Karora
31,863,345
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
applicable)
ACN/ARSN
(if
Nature of association
Refer to Annexure A
6.
Addresses
The addresses of persons named in this form are as follows:
Name
Address
Refer to Annexure A
Signature
print name
sign here
Susan Park
capacity
Company Secretary
date
1 August 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 6 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 person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)
Include details of:
(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
(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.
(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 on 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.
(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)
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure A
Name and ACN / ARSN (if applicable)
Nature of association
Address
Westgold
N/A
Level 6/200 St Georges Terrace Perth, WA 6000
1474429 B.C. Ltd
Controlled by Westgold (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Karora Resources Inc.
Controlled by 1474429 B.C. Ltd (section 12(2)(a)(i)
of the Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Karora Resources Pty Ltd
Controlled by Karora Resources Inc. (section
12(2)(a)(i) of the Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Aragon Resources Pty Ltd
Controlled by Westgold (section 12(2)(a)(i) of the
Corporations Act) and under the common control
with 1474429 B.C. Ltd by Westgold (section
12(2)(a)(iii) of the Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Big Bell Gold Operations Pty Ltd
Controlled by Westgold (section 12(2)(a)(i) of the
Corporations Act) and under the common control
with 1474429 B.C. Ltd by Westgold (section
12(2)(a)(iii) of the Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Westgold Mining Services Pty Ltd
Controlled by Westgold (section 12(2)(a)(i) of the
Corporations Act) and under the common control
with 1474429 B.C. Ltd by Westgold (section
12(2)(a)(iii) of the Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Red Hill Gold USA Corp
Controlled by Karora Resources Inc (section 12
(2)(a)(i) of the Corporations Act) and under the
common control with Karora by Karora Resources
Inc (section 12(2)(a)(iii) of the Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Hill 51 Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Karora Australia Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Karora (Beta Hunt) Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Karora (Lakewood) Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Avoca Resources Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Corona Minerals Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Karora (Higginsville) Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
Polar Metals Pty Ltd
Controlled by Karora (section 12(2)(a)(i) of the
Corporations Act)
Level 6/200 St Georges Terrace Perth, WA 6000
[VMS Ventures Inc
Ceased to be an associate of Karora
141 Adelaide Street West, Suite 1608, Toronto,
ON, Canada M5H 3L5]
[2565717 Ontario Inc
Ceased to be an associate of Karora
141 Adelaide Street West, Suite 1608, Toronto,
ON, Canada M5H 3L5]
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