Cassini Resources : Schemes of Arrangement Become Effective

ASX Release (CZI)

24 September 2020

Schemes of Arrangement Become Effective

HIGHLIGHTS:

• Acquisition Scheme and Demerger Scheme become legally effective

Cassini Resources Limited (ASX:CZI) (Cassini or Company) is pleased to advise that a copy of the orders made by the Supreme Court of Western Australia approving the schemes of arrangement pursuant to which:

1. OZ Minerals Limited (ASX: OZL) (OZ Minerals) will acquire 100% of the shares in Cassini (Acquisition Scheme); and
2. Caspin Resources Limited (Caspin), a wholly owned subsidiary of Cassini, will be demerged from Cassini by way of a capital reduction which will result in 100% of the shares in Caspin being distributed to Cassini shareholders (Demerger Scheme),

have been lodged with the Australian Securities and Investments Commission.

This means that the Acquisition Scheme and the Demerger Scheme have become legally effective. A copy of the orders is attached to this announcement.

Pursuant to the Acquisition Scheme, Cassini shareholders (other than ineligible foreign shareholders and small shareholders who did not make an election (Non-ElectingSmall Shareholders)) who hold shares at 5:00pm (AWST) on 28 September 2020 will be issued 1 OZ Minerals share for every 68.5 Cassini shares held. Ineligible foreign shareholders and Non-Electing Small Shareholders will have the Acquisition Scheme consideration that they would have otherwise been entitled to receive issued to a sale agent who will then sell those OZ Minerals shares and remit the proceeds (if any) to those shareholders.

Pursuant to the Demerger Scheme, Cassini shareholders (other than ineligible foreign shareholders) who hold shares at 5:00pm (AWST) on 28 September 2020 will be issued 1 Caspin share for every 22 Cassini shares held and a cash distribution of A$0.01 per Cassini share. Ineligible foreign shareholders will be paid the cash distribution but will have the Caspin shares that they would have otherwise been entitled to receive issued to a sale agent who will then sell those Caspin shares and remit the proceeds (if any) to those shareholders.

Further information

If you require further information or have questions, please contact the Company Secretary on [phone] Monday to Friday between 9:00am and 5:00pm (AWST).

This has been authorised for release by Richard Bevan.

Richard Bevan

Managing Director

CASSINI RESOURCES LIMITED

Telephone: [phone]

E-mail: [e-mail]

1

IN THE SUPREME COURT OF WESTERN AUSTRALIA

EX PARTE:	COR/97/2020
CASSINI RESOURCES LIMITED	First Plaintiff

_____________________________________________________________________

ORDER OF JUSTICE HILL

MADE 23 September 2020

_____________________________________________________________________

UPON APPLICATION of the plaintiff by Originating Process dated 24 July 2020 AND UPON HEARING Mr A J Papamatheos of counsel for the plaintiff AND Mr P Tydde of counsel for the interested party IT IS ORDERED that:

1. Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the Plaintiff and its members, in the form set out in Annexure 3 of the scheme booklet attached as CJS-7 to the second affidavit of Mr Christopher John George Seotis filed with the Supreme Court on 10 August 2020 in this proceeding, is approved.
2. Pursuant to section 411(12) of the Act, the Plaintiff is exempt from compliance with section 411(11) of the Act, in relation to the scheme of arrangement referred to in order 1.
3. An office copy of these orders is to be lodged with the Australian Securities and Investments Commission on 24 September 2020.

BY THE COURT

THE HONOURABLE JUSTICE J HILL

IN THE SUPREME COURT OF WESTERN AUSTRALIA

COR/96/2020

EX PARTE:

CASSINI RESOURCES LIMITED (ACN 149First Plaintiff

789 337)

_____________________________________________________________________

ORDER OF JUSTICE HILL

MADE 23 September 2020

_____________________________________________________________________

UPON APPLICATION of the plaintiff by Originating Process dated 24 July 2020 AND UPON HEARING Mr A J Papamatheos of counsel for the plaintiff AND Mr P Tydde of counsel for the interested party IT IS ORDERED that:

1. Pursuant to section 411(4)(b) and section 411(6) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the Plaintiff and its members, in the form set out in Annexure 3 of the scheme booklet attached as MCN-7 to the second affidavit of Mr Michael Choon Ming Ng filed with the Supreme Court on 10 August 2020 in this proceeding is approved, with the alteration of replacing the word "Cassini" with the word "OZ Minerals" in clause 10.2(b)(ii) of the scheme of arrangement.
2. Pursuant to section 411(12) of the Act, the Plaintiff is exempt from compliance with section 411(11) of the Act, in relation to the scheme of arrangement referred to in order 1.
3. An office copy of these orders is to be lodged with the Australian Securities and Investments Commission on 24 September 2020.

BY THE COURT

THE HONOURABLE JUSTICE J HILL