Change in substantial holding
Released
Released
Announcement PDF
DocuSign Envelope ID: 1124EDE5-5E59-4276-BDA2-DBC624A0926E
604
Page 1 of 4 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
Cyprium Metals Limited (Cyprium)
ACN/ARSN
48 002 678 640
1. Details of substantial holder (1)
Flat Footed L.L.C (FFLLC), FF Hybrid, L.P (FFLP) and GP Recovery
Fund L.L.C (GPRF)
Name
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on
23 /03 / 2024
The previous notice was given to the company on
08/10/2023
The previous notice was dated
08/10/2023
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:
Class of securities (4)
Ordinary Shares
Previous notice
Present notice
Person’s votes
Voting power (5)
Person’s votes
Voting power (5)
259,199,889
17.00%
152,470,000
10.00%
3. 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
Person whose
relevant interest
changed
P R C M
23/03/2024 Nominees Pty
Ltd
Nature of change (6)
Termination of
'Form of
Voting
Agreement and
Irrevocable
Proxy'
Consideration given
in relation to change
(7)
Class and number
of securities
affected
Nil
106,729,889
Ordinary
Shares
Person's votes
affected
106,729,889
4. 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
Registered holder
of securities
FF
Hybrid,
L.P
(FFLP)
HSBC Custody
Nominees
(Australia)
Limited
Person entitled to be
registered as holder
(8)
FF Hybrid, L.P
Nature of relevant
interest (6)
Class and number
of securities
FFLP has a
relevant
interest
pursuant to
99,745,874
Ordinary
Shares
Person's votes
99,745,874
DocuSign Envelope ID: 1124EDE5-5E59-4276-BDA2-DBC624A0926E
604
Page 2 of 4 15 July 2001
section
608(1)(b) and
608(1)(c) of
the
Corporations
Act 2001 (Cth)
(Corporations
Act.
52,724,126
Ordinary
Shares
52,724,126
52,724,126
Ordinary
Shares
52,724,126
GPRF is
associated
with FFLP
under section
12(2)(a)(iii)
of the
Corporations
Act and as a
result of this
association,
GPRF’s voting
power is
increased by
the relevant
interest in
the Ordinary
Shares held by
FFLP.
99,745,874
Ordinary
Shares
99,745,874
FFLLC is
associated
with GPRF
under section
12(2)(a)(i) of
the
Corporations
Act and is
deemed to have
a relevant
interest in
the Ordinary
Shares held by
GPRF under
section 608(3)
(b) of
52,724,126
Ordinary
Shares
52,724,126
FFLP is
associated
with GPRF
under section
12(2)(a)(iii)
of the
Corporations
Act and as a
result of this
association,
FFLP’s voting
power is
increased by
the relevant
interest in
the Ordinary
Shares held by
GPRF.
GPRF has a
relevant
interest
pursuant to
section 608(1)
(b) and
608(1)(c) of
the
Corporations
Act.
GP
Recovery
Fund
L.L.C
(GPRF)
Flat
Footed
L.L.C
(FFLLC)
HSBC Custody
Nominees
(Australia)
Limited
GP Recovery
Fund L.L.C
DocuSign Envelope ID: 1124EDE5-5E59-4276-BDA2-DBC624A0926E
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Page 3 of 4 15 July 2001
the
Corporations
Act.
FFLLC is
associated
with FFLP
under section
12(2)(a)(i) of
the
Corporations
Act and is
deemed to have
a relevant
interest in
the Ordinary
Shares held by
FFLP under
section 608(3)
(b) of the
Corporations
Act.
99,745,874
Ordinary
Shares
99,745,874
5. 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 ACN/ARSN (if applicable)
Nature of association
P R C M Nominees Pty Ltd
ACN 123 215 681
Termination of 'Form of Voting Agreement and Irrevocable
Proxy'
6. Addresses
The addresses of persons named in this form are as follows:
Name
Address
PRCM Nominees Pty Ltd
Suite 2, Level 6, 28 Margaret Street, Sydney NSW 2000
Flat Footed L.L.C, FF
Hybrid, L.P and GP
Recovery Fund L.L.C
c/- Flat Footed LLC, 3465 North Pines Way, Suite 104, Box
206, Wilson WYOMING 83014
HSBC Custody Nominees
(Australia) Limited
GPO Box 5302 Sydney NSW 2001
Signature
print name
Laura Arnold
capacity
sign here
date
CFO/CCO, Flat Footed L.L.C
20/ 03 / 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.
DocuSign Envelope ID: 1124EDE5-5E59-4276-BDA2-DBC624A0926E
(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:
604
Page 4 of 4 15 July 2001
(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 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.
(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.
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