Metarock : Transfer of Escrowed Shares (inc. Appendix 3Y. & Form 603)

For personal use only

17 June 2022

ASX Announcement

Escrow transfers of PYBAR consideration shares

Pursuant to the terms of voluntary escrow previously announced on 7 September 2021 in relation to the PYBAR acquisition and outlined in the 2021 Notice of Annual General Meeting, the Seller entities, Nucanopi Pty Ltd as trustee of The Rouse Family Trust (Nucanopi) and Brencon Pty Ltd as trustee of The Brendan Rouse Family Trust (Brencon), have transferred a total of 1,145,000 Metarock Group Limited ("MYE") shares to key employees of Pybar Mining Services. 765,000 MYE shares were transferred by Nucanopi and 380,000 MYE shares were transferred by Brencon.

As contemplated in those previously announced terms, MYE consented to those transfers on the condition that the transferred shares continue to be held in voluntary escrow for the balance of the 12 month escrow period expiring on 5 November 2022. The transferees have accordingly entered into voluntary escrow deeds with MYE for that balance escrow period.

The following are enclosed:

• Appendix 3Y - Change of Director's Interest Notice for Mr Paul Rouse;
• Substantial Shareholder Notice - noting MYE's deemed relevant interest in the shares the subject of the voluntary escrow arrangements.

Further information:

Tony Caruso - Chief Executive Officer: [phone]

Brett Maff - Chief Financial Officer/Company Secretary: [phone]

Appendix 3Y - Paul Rouse

For personal use only

For personal use only

Appendix 3Y

Change of Director's Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	METAROCK GROUP LIMITED
ABN	96 142 490 579

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Paul Spencer Rouse
Date of last notice	3 December 2021

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	1.	Direct
Nature of indirect interest	2.	Nucanopi Pty. Limited ACN 062 621 756 as
(including registered holder)	trustee for the Rouse Family Trust in which Mr
Note: Provide details of the circumstances giving rise to the relevant	Rouse has an indirect interest
interest.
	3.	Rovest Holdings Pty Ltd ACN 144 787 833 as
	trustee for the March Pines Super Fund in which
	Mr Rouse has an indirect interest
Date of change	17 June 2022
No. of securities held prior to change	1. nil
	2.	14,002,186
	3.	1,336,475
Class	Ordinary fully paid shares (MYE)
Number acquired
Number disposed	2.	765,000
Value/Consideration	Nil cash consideration
Note: If consideration is non‐cash, provide details and estimated
valuation

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1

For personal use only

Appendix 3Y

Change of Director's Interest Notice

No. of securities held after change	1. nil
	2.	13,237,186
	3.	1,336,475
Nature of change	Off-market transfer
Example: on‐market trade, off‐market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy‐back

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non‐cash, provide details
and an estimated valuation
Interest after change

Part 3 - +Closed period

Were the interests in the securities or contracts No detailed above traded during a +closed period where prior written clearance was required?

If so, was prior written clearance provided to allow the trade to proceed during this period?

If prior written clearance was provided, on what date was this provided?

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Substantial Shareholder Notice - MYE

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