WAM Capital : Change in substantial holding for MEL

TO:	ASX
Company Announcements Office
FROM:	Wilson Asset Management Group
DATE:	31 March 2022
NO OF PAGES:	7 (including this page)

In accordance with Section 671B of the Corporations Act 2001, please find following Form 604 ‐ Notice of change of interests of substantial holder in relation to Metgasco Limited (ASX: MEL).

The primary purpose of this notice is to disclose certain indirect relevant interests and voting powers that the Wilson Asset Management Group are deemed to hold in MEL pursuant to the Corporations Act.

As detailed in the notice, the Wilson Asset Management Group are deemed to hold an indirect deemed relevant interest in MEL shares held by each of Keybridge Capital Limited (KBC) and HHY Fund (HHY). The Corporations Act deems these indirect deemed relevant interests to exist primarily as a result of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in each of KBC and HHY.

The Wilson Asset Management Group does not beneficially own the MEL shares in which its members are deemed to hold a relevant interests in.

Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | Phone [phone] | Fax [phone] |[e-mail]|www.wilsonassetmanagement.com.au

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

METGASCO LIMITED (ASX:MEL)

ACN/ARSN

ACN 088 196 383

1. Details of substantial holder (1)

Name

Wilson Asset Management Group (refer entities listed in Annexure A)

ACN/ARSN (if applicable)

There was a change in the interests of the
substantial holder on	29/03/2022
The previous notice was given to the company on	02/02/2022
The previous notice was dated	02/02/2022
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)	Previous notice	Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
See Annexure B

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	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
See Annexure C

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	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
See Annexure D

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
N/A

6. Addresses

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

Name	Address
Refer to Annexure E

Signature

print name

Martyn McCathie

capacity

Head of Operations

sign here

date

31/March/2022

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 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.

Annexure A

1. Details of Wilson Asset Management Group

Name	ACN / ARSN
Wilson Asset Management (International) Pty Limited	(ACN 081 047 118)
MAM Pty Limited	(ACN 100 276 542)
WAM Capital Limited	(ACN 086 587 395)
WAM Research Limited	(ACN 100 504 541)
WAM Active Limited	(ACN 126 420 719)
Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund	(ACN 081 032 000)
WAM Leaders Limited	(ACN 611 053 751)
WAM Microcap Limited	(ACN 617 838 418)
WAM Global Limited	(ACN 624 572 925)
WAM Alternative Assets Limited	(ACN 168 941 704)
WAM Strategic Value Limited	(ACN 649 096 220)
Mr Geoffrey Wilson	n/a
Dynasty Peak Pty Limited	(ACN 997 530 823)

Annexure B

2. Previous and present voting power

Class of securities (4)	Previous notice	Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully Paid Ordinary Shares	Direct interest: Deemed Interest: Total: 7,335,000 1.00% 115,590,0271 15.77%1 122,925,027 16.77%	Direct interest: Deemed Interest: Total: 7,335,000 0.81% 129,254,8761 14.25%1 136,589,876 15.06%

Note:

1. The total interest in MEL represents the deemed interest and the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY) (see Annexure D for details).

The Wilson Asset Management Group does not beneficially own the MEL shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in.

Signed …………………………………………

Date: 31 / March / 2022

Annexure C

3. Changes in relevant interest

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
Changes to relevant interest directly held/controlled
Nil	Nil	Nil	Nil	Nil	Nil

Securities affected	Person's votes affected
Ordinary shares
28/03/2022	KBC	-$69,253.16	-1,538,959	-1,538,959
24/03/2022	On-market acquisitions and disposals	-$48,250.00	-1,050,000	-1,050,000
21/03/2022	-$176,000.00	-4,000,000	-4,000,000
18/03/2022	-$31,000.00	-1,000,000	-1,000,000
14/03/2022	-$20,882.65	-673,634	-673,634
11/03/2022	-$10,117.35	-326,366	-326,366
10/03/2022	-$28,374.58	-915,309	-915,309
09/03/2022	-$12,865.17	-428,839	-428,839
08/03/2022	$5,764.10	198,762	198,762
08/03/2022	-$5,918.82	-197,294	-197,294
07/03/2022	$35.28	1,238	1,238
04/03/2022	-$997.50	-33,250	-33,250
02/03/2022	-$4,790.61	-159,687	-159,687
01/03/2022	-$53,604.56	-1,784,417	-1,784,417
28/02/2022	-$25,120.77	-849,204	-849,204
24/02/2022	-$31,000.00	-1,000,000	-1,000,000
23/02/2022	-$9,300.00	-300,000	-300,000
03/03/2022	Placement	$786,805.99	30,261,769	30,261,769
19/01/2022	AFML in its capacity as responsible	-$3,627.66	-129,747	-129,747
16/02/2022	entity of HHY on-market sales	-$17,800.55	-590,760	-590,760
17/02/2022	-$25,786.15	-890,000	-890,000
Note:

Date of change

Person whose relevant interest changed

Nature of change Consideration given in relation to change

Changes to deemed (indirect) relevant interest1, 2

1. The total interest in MEL represents the deemed interest and the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY) (see Annexure D for details).

The Wilson Asset Management Group does not beneficially own the MEL shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in.

2. See the Form 605 (Notice of ceasing to be a substantial holder) issued by HHY on 29 March 2022 and the Form 604 (Notice of change in interest of substantial holder) issued by KBC on 29 March 2022. It is noted that these notices announced by KBC and HHY did not include information amounting to a net decrease of 929,454 MEL shares held by HHY during the period since the previous change of substantial notice.

Signed ………………………………………… Date: 31 / March / 2022