1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
This report relates to ordinary shares (“Shares“) of Bradda Head Lithium Limited (the “Issuer“).
The Issuer’s address for service is:
18 King Street East
1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
Alternative Investment Market of the London Stock Exchange.
Item 2 – Identity of the Acquiror
2.1 State the name and address of the acquiror.
Galloway Limited (the “Acquiror“)
Isle of Man
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
On April 13, 2023, the Acquiror purchased 8,000,000 Shares of the Issuer at a price of 4.5 pence per share (equivalent to C$0.075, based on the Bank of Canada closing exchange rate on April 13, 2023 of £1:C$1.6731) for a total consideration of £360,000 (equivalent to C$600,000) (the “Share Purchase“).
2.3 State the names of any joint actors.
The Acquiror is indirectly wholly owned by Jim Mellon, a director of the Issuer. Mr Mellon, the Acquiror, Denham Eke (a director of the Issuer and of the Acquiror) and Burnbrae Group Limited are joint actors.
Item 3 – Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s security holding percentage in the class of securities.
Immediately prior to the Share Purchase, the Acquiror, together with its joint actors, beneficially owned an aggregate of 65,221,311 Shares, representing 16.70% of the issued and outstanding Shares of the Company. Immediately following the Share Purchase, the Acquiror, together with its joint actors, beneficially owns an aggregate of 73,221,311 Shares representing 18.75% of the issued and outstanding Shares of the Company and an increase of approximately 2.05% of the issued and outstanding Shares (post the Share Purchase).
3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.
The Acquiror acquired 8,000,000 Shares.
3.3 If the transaction involved a securities lending arrangement, state that fact.
3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.
3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which
(a) the acquiror, either alone or together with any joint actors, has ownership and control,
(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and
(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.
3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.
Item 4 – Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.
4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.
4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
(e) a material change in the present capitalization or dividend policy of the reporting issuer;
(f) a material change in the reporting issuer’s business or corporate structure;
(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from securityholders;
(k) an action similar to any of those enumerated above.
The securities were acquired for investment purposes. The Acquiror may, from time to time, acquire additional securities of the Company, dispose of some or all of the securities held, or may continue to hold his current position.
Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Item 7 – Change in material fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
Item 8 – Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Item 9 – Certification
I, as the Acquiror, certify, to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
April 17, 2023
Denham Eke / Director
Name / Position
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SOURCE:Bradda Head Lithium Limited
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