Becoming a substantial holder
Released
Released
Announcement PDF
603
Page 1 of 2 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Mont Royal Resources Limited
ACN/ARSN
625 237 658
1. Details of substantial holder (1)
Name
Mont Royal Resources Limited
ACN/ARSN (if applicable)
625 237 658
The holder became a substantial holder on
09/04/2025
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
Fully Paid Ordinary
Shares (Shares)
15,776,809
Person's votes (5)
Voting power (6)
15,776,809
18.5%
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
Refer Appendix A
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
Refer Appendix A
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number of securities
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
interest
Mont Royal Resources
Limited
Date of acquisition
Consideration (9)
Cash
9/4/2025
Class and number of securities
Non-cash
Nil
Nil
15,776,809
603
Page 2 of 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
Refer Appendix A
7. Addresses
The addresses of persons named in this form are as follows:
Name
Address
Refer Appendix A
Signature
print name
Shaun Menezes
sign here
capacity
Company Secretary
date
10/04/2025
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:
(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, 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.
Form 603
Appendix A
3. Details of relevant interest
Holder of relevant interest
Vison Pty Ltd
Metech Super Pty Ltd <Metech Super
No2 A/C>
Quartz Mountain Mining Pty Ltd
<Bass Family A/C>
Bass Family Foundation Pty Ltd <Bass
Family Foundation A/C>
Blue Atlas Pty Ltd <Rowe Investment
A/C>
SML Contracting Pty Ltd
Mont Royal Resources Limited
Nature of relevant interest
Relevant interests under section
608(1)(a) of the Corporations Act as
the holders of the Shares.
Class and number of securities
6,710,000 Shares
2,000,000 Shares
Holders of the relevant interests are
not associated with each other.
Relevant interest in Shares held by
each of the above entities under
section 608(1)(b) and (c) of the
Corporations Act, as the Company has
the power to control the exercise of a
right to vote attached to the Shares
and to control the exercise of a power
to dispose of the Shares pursuant to
the Voting Deed provided on the
Schedule following this Notice.
1,000,000 Shares
1,300,000 Shares
1,093 750 Shares
3,673,059 Shares
15,776,809 Shares
4. Details of present registered holders
Holder of relevant interest
Mont Royal Resources
Limited
Vison Pty Ltd
Mont Royal Resources
Limited
Metech Super Pty Ltd
<Metech Super No2 A/C>
Mont Royal Resources
Limited Quartz Mountain
Mining Pty Ltd <Bass Family
A/C>
Mont Royal Resources
Limited
Bass Family Foundation Pty
Ltd <Bass Family
Foundation A/C>
Mont Royal Resources
Limited
Blue Atlas Pty Ltd <Rowe
Investment A/C>
Mont Royal Resources
Limited
SML Contracting Pty Ltd
Register holder of
securities
Vison Pty Ltd
Person entitled to be
registered as holder
Vison Pty Ltd
Class and number of
securities
6,710,000 Shares
Metech Super Pty Ltd
<Metech Super No2 A/C>
Metech Super Pty Ltd
<Metech Super No2 A/C>
2,000,000 Shares
Quartz Mountain Mining
Pty Ltd <Bass Family A/C>
Quartz Mountain Mining
Pty Ltd <Bass Family A/C>
1,000,000 Shares
Bass Family Foundation Pty
Ltd <Bass Family
Foundation A/C>
Bass Family Foundation Pty
Ltd <Bass Family
Foundation A/C>
1,300,000 Shares
Blue Atlas Pty Ltd <Rowe
Investment A/C>
Blue Atlas Pty Ltd <Rowe
Investment A/C>
1,093 750 Shares
SML Contracting Pty Ltd
SML Contracting Pty Ltd
3,673,059 Shares
Form 603
Appendix A
6. Associates
Names and ACN/ARSN (if applicable)
Vison Pty Ltd (008 916 676)
Metech Super Pty Ltd <Metech Super
No2 A/C> (ACN 605 459 676)
Quartz Mountain Mining Pty Ltd <Bass
Family A/C> (ACN 083 007 934)
Bass Family Foundation Pty Ltd <Bass
Family Foundation A/C> (ACN 128 156
383)
Blue Atlas Pty Ltd <Rowe Investment
A/C> (ACN 647 763 960)
SML Contracting Pty Ltd (ACN 137 543
166)
Nature of association
Associates under section 12(2)(b) of the Corporations Act, being parties to
a Voting Deed which gives the Company a relevant technical interest.
7. Addresses
Name
Vison Pty Ltd
Metech Super Pty Ltd <Metech Super
No2 A/C>
Quartz Mountain Mining Pty Ltd <Bass
Family A/C>
Bass Family Foundation Pty Ltd <Bass
Family Foundation A/C>
Blue Atlas Pty Ltd <Rowe Investment
A/C>
SML Contracting Pty Ltd
Address
C G Barron, 8 May Avenue, Subiaco, WA 6008
PO Box 3443, Nedlands, WA 6909
PO Box 3443, Nedlands, WA 6909
PO Box 3443, Nedlands, WA 6909
PO Box 3443, Nedlands, WA 6909
86 Ferrier Road, New Gisborne, Victoria, 3438
Corrs Chambers Westgarth
Voting Deed
Date 9 April 2025
Parties
Mont Royal Resources Limited (ACN 625 237 658) of Level 8, 2 Bligh Street, Sydney,
New South Wales, 2000 (MRZ)
VISON PTY LTD (ACN 008 916 676) of 8 May Avenue, Subiaco, Western Australia
(Shareholder)
Background
The Shareholder has a relevant interest in MRZ Shares which includes the Relevant
Shares. The Shareholder has undertaken in favour of MRZ to vote in favour of the
Transaction Resolutions and not to dispose of the Relevant Shares, subject to and on
the terms and conditions of this document.
The Shareholder understands that MRZ would not proceed with the Transaction but for
the execution and delivery of this document.
Agreed terms
1
Definitions and interpretation
1.1
Definitions
The meanings of the terms used in this document are set out below.
Arrangement
Agreement
The arrangement agreement proposed to be entered into
between MRZ and CCE, on or about the date of this
document, pursuant to which MRZ proposes to acquire
indirectly all of the issued and outstanding securities of
CCE by way of the Plan of Arrangement.
ASX
ASX Limited ABN 98 008 624 691 or, as the context
requires, the financial market known as the Australian
Securities Exchange operated by it.
ASX Listing Rules
The Listing Rules of ASX and any other applicable rules
of ASX modified to the extent of any express written
waiver by ASX.
3448-0226-7701v2
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Corrs Chambers Westgarth
BCBCA
The Business Corporations Act (British Columbia).
Business Day
A day in Perth, Australia and Vancouver, Canada that is
not a Saturday, Sunday or public/statutory holiday and on
which banks, ASX, and TSXV are open for business or
trading.
CCE
Commerce Resources Corp., a corporation incorporated
under the laws of the Province of British Columbia and
having its registered and records office at 800 – 885 West
Georgia Street, Vancouver, British Columbia, V6C 3H1.
CCE Share
A common share in the authorised share capital of CCE.
Corporations Act
The Corporations Act 2001 (Cth).
Deal
In relation to an MRZ Share, means, other than as
permitted or required by this document, to sell, assign,
grant a participation interest in, option, transfer, grant an
Encumbrance over, exercise or otherwise dispose of, or
agree or offer to do the same, in relation to that MRZ
Share or any legal, beneficial or economic interest in that
MRZ Share.
Encumbrance
A security for payment of money, performance of an
obligation or protection against default, including a
'security interest' (as defined in the Personal Property
Securities Act 2009 (Commonwealth of Australia)), bill of
sale, mortgage, charge, lien, pledge, trust, power, title
retention arrangement, right of set-off, profit a prendre,
assignment of income, garnishee order, monetary claim
or flawed deposit arrangement.
Exchange Ratio
2.3271 MRZ securities for each relevant CCE security
held on a post-MRZ Consolidation basis.
MRZ
Consolidation
The consolidation of MRZ securities on the basis of
0.2195 post consolidation MRZ security for each preconsolidation MRZ security.
MRZ Share
A fully paid ordinary shares of MRZ.
MRZ Shareholder
Each person who is registered in the MRZ share register
as a holder of one or more MRZ Shares.
Plan of
Arrangement
The proposed plan of arrangement of CCE under the
terms of the BCBCA.
Relevant Shares
6,710,000 FPO Shares
3448-0226-7701v2
MRZ Shares held on behalf
of the Shareholder as at the date of this document, being
all of the MRZ Shares owned legally or beneficially, either
directly or indirectly, by the Shareholder or over which the
Shareholder exercises control or direction, either directly
or indirectly, and shall further include any MRZ Share
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Corrs Chambers Westgarth
issued upon the exercise or vesting, as applicable, of any
convertible securities of MRZ or otherwise acquired by or
issued to the Shareholder after the date hereof.
Restraint Period
The period commencing on the date of this document and
ending on the termination of this document.
Transaction
A proposed transaction involving:
(a)
MRZ acquiring CCE by way of the Plan of
Arrangement; and
(b)
MRZ re-complying with Chapters 1 and 2 of the
ASX Listing Rules and being re-admitted to the
official list of ASX.
Transaction
Meeting
The meeting of MRZ Shareholders to be convened to
consider and vote on the Transaction Resolutions.
Transaction
Resolutions
The following resolutions to be considered and voted on
by MRZ Shareholders in connection with the Transaction:
3448-0226-7701v2
(a)
[Consolidation of capital – section 254H of the
Corporations Act (ordinary resolution);
(b)
Approval to change in nature and scale of activities
– ASX Listing Rule 11.1.2 (ordinary resolution);
(c)
Election of Directors – Constitution (ordinary
resolution);
(d)
Approval to issue MRZ consideration shares under
the Plan of Arrangement – ASX Listing Rule 7.1
(ordinary resolution);
(e)
Approval to issue MRZ consideration options under
the Plan of Arrangement – ASX Listing Rule 7.1
(ordinary resolution);
(f)
Approval to issue consideration performance rights
under the Plan of Arrangement – ASX Listing Rule
7.1 (ordinary resolution);
(g)
Approval to issue the consideration securities
under the Plan of Arrangement to a CCE
shareholder, warrant holder or PSU holder who is
either a MRZ related party or (including incoming
directors) – ASX Listing Rule 10.11 (ordinary
resolution);
(h)
Approval to issue MRZ shares for the Capital
Raising – ASX Listing Rule 7.1 (ordinary
resolution);
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Corrs Chambers Westgarth
TSXV
1.2
(i)
Participation by directors in Capital Raising – ASX
Listing Rule 10.11 (ordinary resolution); and
(j)
any other resolution which is proposed at the
meeting of MRZ Shareholders, at which the above
resolutions are proposed, which MRZ considers is
necessary or desirable to be passed in connection
with the Transaction.
The TSX Venture Exchange.
Interpretation
(a)
Headings are for convenience only and do not affect interpretation of this
document.
(b)
This document includes any schedule, attachment or annexure.
(c)
In this document, unless the context otherwise requires:
(d)
(i)
words importing the singular include the plural and vice versa;
(ii)
a reference to anything (including, but not limited to, any right)
includes a part of that thing but nothing in this clause 1.2(c)(ii)
implies that performance of part of an obligation constitutes
performance of the obligation;
(iii)
an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body
corporate and any government agency;
(iv)
‘includes’ means includes without limitation;
(v)
a reference to a person includes that person’s successors and
legal personal representatives; and
(vi)
a reference to any legislation includes all delegated legislation
made under it and amendments, consolidations, replacements or
re-enactments under any of them.
In this document, the term “relevant interest” has the meaning given in
Chapter 6 of the Corporations Act.
2
Undertakings
2.1
Voting and no disposal
(a)
Subject to MRZ and CCE entering into the Arrangement Agreement to
facilitate the Transaction pursuant to which MRZ will acquire 100% of the
CCE securities on the Exchange Ratio, the Shareholder undertakes in
favour of MRZ that:
(i)
3448-0226-7701v2
it will procure that all of the Relevant Shares are voted in favour of
the Transaction Resolutions at the Transaction Meeting (by proxy
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Corrs Chambers Westgarth
validly lodged with MRZ by no later than five Business Days before
the date of the Transaction Meeting);
(b)
2.2
(ii)
the Shareholder will not take any action of any kind, directly or
indirectly, which might reasonably be regarded as likely to reduce
the success of, or delay or interfere with, the completion of the
transactions contemplated by the Transaction; and
(iii)
without the prior written consent of MRZ during the Restraint
Period, it will not:
(A)
Deal with any of the Relevant Shares or enter into any
agreement, option or other arrangement with respect
thereto; or
(B)
take any action that would cause the Shareholder to cease
to be the full beneficial owner of any of the Relevant Shares.
The obligations of the Shareholder under this clause 2.1 shall no longer
apply upon termination of this document under clause 5.
Notification
The Shareholder undertakes in favour of MRZ that it will, without limiting
clause 2.1, promptly (and in any event within 24 hours of becoming aware)
notify MRZ in writing if any of the events referred to in clause 2.1(a)(ii) or
2.1(a)(iii) occurs.
2.3
Public statements
The Shareholder consents to CCE and MRZ (as applicable) including, in any
public announcement or other document issued by CCE or MRZ (as
applicable) in connection with the Transaction, a statement attributed to the
Shareholder, to the effect that the Shareholder:
3
(a)
will procure that all of the Relevant Shares are voted in favour of the
Transaction Resolutions at the Transaction Meeting; and
(b)
will not Deal with the Relevant Shares during the Restraint Period.
Shareholder warranties
The Shareholder represents and warrants to MRZ that, as at the date of this
document and at the time of voting the Relevant Shares in accordance with
clause 2.1(a)(i):
(a)
it is the registered holder of the Relevant Shares;
(b)
as of the date hereof, the Shareholder does not directly or indirectly
control or direct, or own or have any registered, relevant or beneficial
interest in, any other securities of MRZ, other than the Relevant Shares.
Except as otherwise contemplated herein, the Shareholder is and will be
immediately prior to the Transaction Meeting, the registered and/or
3448-0226-7701v2
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Corrs Chambers Westgarth
beneficial owner of the Relevant Shares, with good and marketable title
thereto, free and clear of any and all Encumbrances;
4
(c)
it has full and unfettered power and authority to enter into and perform its
obligations under this document without the consent of any person; and
(d)
this document constitutes legal, valid and binding obligations enforceable
against it in accordance with its terms.
MRZ warranties
MRZ represents and warrants to the Shareholder that:
5
(a)
it has full and unfettered power and authority to enter into and perform its
obligations under this document without the consent of any person; and
(b)
this document constitutes legal, valid and binding obligations enforceable
against it in accordance with its terms.
Termination
This document will automatically terminate, without any further action by any
party, if:
(a)
the Arrangement Agreement terminates in accordance with its terms,
except in circumstances where the Arrangement Agreement terminates
due to the Plan of Arrangement becoming effective; and
(b)
on or before 28 November 2025, the securities of MRZ have not been
reinstated to quotation following MRZ re-complying with Chapters 1 and
2 of the ASX Listing Rules.
6
Notices
6.1
Form of Notice
A notice or other communication to a party under this document (Notice) must
be:
(a)
in writing and in English; and
(b)
addressed to that party in accordance with the details in the table below
(or any alternative details nominated to the sending party by Notice).
Party
Address
Attention
Email
MRZ
Level 8, 2 Bligh
Street
Pete
Ruse
Pete.ruse@montroyalres.com
Sydney, New
South Wales,
2000, Australia
3448-0226-7701v2
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Corrs Chambers Westgarth
Shareholder
6.2
VISON PTY LTD
8 May Avenue,
Subiaco Western
Australia
Philip
Garratt]
How Notice must be given and when Notice is received
(a)
A Notice must be given by one of the methods set out in the table below.
(b)
A Notice is regarded as given and received at the time set out in the
table below.
However, if this means the Notice would be regarded as given and received
outside the period between 9.00am and 5.00pm (addressee’s time) on a day
which is a Saturday, Sunday or bank or public holiday in the place of receipt
(business hours period), then the Notice will instead be regarded as given
and received at the start of the following business hours period.
Method of giving Notice
When Notice is regarded as given and received
By hand to the nominated
address
When delivered to the nominated address.
By pre-paid post to the
nominated address
At 9.00am (addressee’s time) on the:
By email to the nominated
email address
6.3
(a)
fifth Business Day after posting (if posted
within Australia); or
(b)
tenth Business Day after posting (if
posted to or from a place outside
Australia).
When the first of the following occurs:
(a)
the sender receiving an automated
message confirming delivery; or
(b)
two hours after the time that the email
was sent (as recorded on the device from
which the sender sent the email) provided
that the sender does not, within the
period, receive an automated message
that the email has not been delivered.
Notice must not be given by electronic communication
A Notice must not be given by electronic means of communication (other than
email as permitted in clause 6.2).
7
General
7.1
Disclosure
The Shareholder:
3448-0226-7701v2
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Corrs Chambers Westgarth
7.2
7.3
7.4
(a)
consents to MRZ disclosing a copy of this document to CCE;
(b)
consents to MRZ attaching a copy of this document to any substantial
holding notice required to be filed with ASX under Part 6C.1 of the
Corporations Act; and
(c)
agrees to keep this document confidential until:
(i)
MRZ has filed the substantial holding notice to ASX;
(ii)
CCE has announced the terms of this document to TSXV; or
(iii)
MRZ has announced the terms of this document to ASX.
Governing law and jurisdiction
(a)
This document is governed by the laws of Western Australia.
(b)
Each party irrevocably submits to the non-exclusive jurisdiction of the
courts of Western Australia and courts of appeal from them in respect of
any proceedings arising out of or in connection with this document. Each
party irrevocably waives any objection to the venue of any legal process
in these courts on the basis that the process has been brought in an
inconvenient forum.
Waivers
(a)
Waiver of any right, power, authority, discretion or remedy arising on
default under this document must be in writing and signed by the party
granting the waiver.
(b)
A failure or delay in exercise, or partial exercise, of a right, power,
authority, discretion or remedy created or arising on default under this
document does not result in a waiver of that right, power, authority,
discretion or remedy.
Variation
Any variation of this document must be in writing and signed by the parties.
7.5
Entire agreement
This document is the entire agreement between the parties in respect of its
subject matter.
7.6
Consent
Any consent, notice or approval can be given by or on behalf of a party by an
officer of that party.
7.7
Assignment
Rights arising out of or under this document are not assignable by a party
without the prior written consent of the other party.
7.8
Counterparts
This document may be executed in any number of counterparts.
3448-0226-7701v2
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Corrs Chambers Westgarth
Execution
Executed as a deed.
Executed by Mont Royal Resources
)
Limited ACN 625 237 658 in accordance )
with section 127 of the Corporations
Act 2001 (Cth):
...........................................................
Company Secretary/Director
...........................................................
Director
Shaun Menezes
...........................................................
Name of Company Secretary/Director
(print)
Peter Ruse
...........................................................
Name of Director (print)
Executed by VISON PTY LTD ACN 008 )
916 676 in accordance with section 127 )
of the Corporations Act 2001 (Cth):
...........................................................
Company Secretary/Director
...........................................................
Director
Philip J Garratt
...........................................................
Name of Company Secretary/Director
(print)
Helen P Garratt
...........................................................
Name of Director (print)
3448-0226-7701v2
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Draft 2: 2 April 2025
Corrs Chambers Westgarth
Voting Deed
Date
9 April 2025
Parties
Mont Royal Resources Limited (ACN 625 237 658) of Level 8, 2 Bligh Street, Sydney,
New South Wales, 2000 (MRZ)
Metech Super Pty Ltd & Bass Family Foundation Pty Ltd of PO Box 3443 Nedlands
WA 6909 (Shareholder) BLUE ATLAS PTY LTD <ROWE INVESTMENT A/C> (SHAREHOLDER)
Background
The Shareholder has a relevant interest in MRZ Shares which includes the Relevant
Shares. The Shareholder has undertaken in favour of MRZ to vote in favour of the
Transaction Resolutions and not to dispose of the Relevant Shares, subject to and on
the terms and conditions of this document.
The Shareholderunderstands that MRZ would not proceed with the Transaction but for
the execution and delivery of this document.
Agreed terms
1
Definitions and interpretation
1. 1
Definitions
The meanings of the terms used in this document are set out below.
Arrangement
Agreement
The arrangement agreement proposed to be entered into
between MRZ and CCE, on or about the date of this
document, pursuant to which MRZ proposes to acquire
indirectly all of the issued and outstanding securities of
CCE by way of the Plan of Arrangement.
ASX
ASX Limited ABN 98 008 624 691 or, as the context
requires, the financial market known as the Australian
Securities Exchange operated by it.
ASX Listing Rules
The Listing Rules ofASX and any other applicable rules
of ASX modified to the extent of any express written
waiver by ASX.
3448-0226-7701v2
page 1
Corrs Chambers Westgarth
BCBCA
The Business Corporations Act (British Columbia).
Business Day
A day in Perth, Australia and Vancouver, Canada that is
not a Saturday, Sunday or public/statutory holiday and on
which banks, ASX, and TSXV are open for business or
trading.
CCE
Commerce Resources Corp., a corporation incorporated
under the taws of the Province of British Columbia and
having its registered and records office at 800 - 885 West
Georgia Street, Vancouver, British Columbia, V6C 3H1.
CCE Share
A common share in the authorised share capital of CCE.
Corporations Act
The Corporations Act 2001 (Cth).
Deal
In relation to an MRZ Share, means, other than as
permitted or required by this document, to sell, assign,
grant a participation interest in, option, transfer, grant an
Encumbrance over, exercise or otherwise dispose of, or
agree or offer to do the same, in relation to that MRZ
Share or any legal, beneficial or economic interest in that
MRZ Share.
Encumbrance
A security for payment of money, performance of an
obligation or protection against default, including a
'security interest' (as defined in the Personal Property
Securities Act 2009 (Commonwealth of Australia)), bill of
sale, mortgage, charge, lien, pledge, trust, power, title
retention arrangement, right of set-off, profit a prendre,
assignment of income, garnishes order, monetary claim
or flawed deposit arrangement.
Exchange Ratio
2. 3271 MRZ securities for each relevant CCE security
held on a post-MRZ Consolidation basis.
MRZ
Consolidation
The consolidation of MRZ securities on the basis of
0. 2195 post consolidation MRZ security for each preconsolidation MRZ security.
MRZ Share
A fully paid ordinary shares of MRZ.
MRZ Shareholder
Each person who is registered in the MRZ share register
as a holder of one or more MRZ Shares.
Plan of
Arrangement
Relevant Shares **
The proposed plan of arrangement of CCE under the
terms of the BCBCA.
[.] MRZ Shares held on behalf of the Shareholder as at
the date of this document, being all of the MRZ Shares
owned legally or beneficially, either directly or indirectly,
by the Shareholderor over whichthe Shareholder
exercises control or direction, either directly or indirectly,
and shall further include any MRZ Share issued upon the
3448-0226-7701v2
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** METECH SUPER PTY LTD <METECH SUPER NO2 A/C> 2,000,000 FPO
QUARTZ MOUNTAIN MINING PTY LTD <BASS FAM A/C> 1,000,000 FPO
BASS FAMILY FOUNDATION PTY LTD <BASS FAM FOUNDATION A/C> 1,300,000 FPO
BLUE ATLAS PTY LTD <ROWE INVESTMENT A/C> 1,093,750 FPO
TOTAL SHARES: 5,393,750
Corrs Chambers Westgarth
exercise or vesting, as applicable, of any convertible
securities of MRZ or otherwise acquired by or issued to
the Shareholder after the date hereof.
Restraint Period
The period commencing on the date of this document and
ending on the termination of this document.
Transaction
A proposed transaction involving:
(a)
MRZ acquiring CCE by way of the Plan of
Arrangement; and
(b)
MRZ re-complying with Chapters 1 and 2 of the
ASX Listing Rules and being re-admitted to the
official list of ASX.
Transaction
The meeting of MRZ Shareholdersto be convened to
Meeting
consider and vote on the Transaction Resolutions.
Transaction
The following resolutions to be considered and voted on
Resolutions
by MRZ Shareholders in connection with the Transaction:
(a)
[Consolidation of capital - section 2541-1 of the
Corporations Act (ordinary resolution);
(b)
Approval to change in nature and scale of activities
-ASX Listing Rule 11. 1. 2 (ordinary resolution);
(c)
Election of Directors - Constitution (ordinary
resolution);
(d)
Approval to issue MRZ consideration shares under
the Plan of Arrangement - ASX Listing Rule 7.1
(ordinary resolution);
(e)
Approval to issue MRZ consideration options under
the Plan of Arrangement - ASX Listing Rule 7.1
(ordinary resolution);
(f)
Approval to issue consideration performance rights
under the Plan of Arrangement - AS
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