Notice of Initial Substantial Holder

603

page 1/2

15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

onlyToCompany Name/Scheme

ACN/ARSN

1. Details of substantial holder (1) Name

ACN/ARSN (if applicable)

Mastermyne Group Limited (Company)

142 490 579

Brencon Pty Ltd ACN 088 963 197 as trustee for the Brendan Rouse Family Trust, Brendan Paul Rouse, Rovest Holdings Pty Ltd ACN 144 787 833 as trustee for the March Pines Super Fund

The holder became a substantial holder on	5/11/2021
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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	Person's votes (5)	Voting power (6)
Ordinary Shares	8,243,883	8,243,883	6.29%

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 subst ntial holder are as follows:

personal	Holder of relevant interest		Nature of relevant interest (7)	Class and number of securities
Brencon Pty Ltd ACN 088 963 197 as	Direct interest as the holder of the
trustee for the Brendan Rouse Family	shares, pursuant to s608(1)(a) of the	7,002,253 fully paid ordinary shares
Trust		Corporations Act 2001
		Brendan holds more than 20% of the
		share capital in Brencon Pty Ltd so is
		deemed to have a relevant interest in
		these shares by virtue of s 608(3) of the
Brendan Paul Rouse		Corporations Act 2001. Brendan also has	7,002,253 fully paid ordinary shares
		an indirect interest in these shares via
		the Brendan Rouse Family Trust of which
		he is a beneficiary under s608(2) of the
		Corporations Act
Rovest Holdings Pty Ltd ACN 144 787	Direct interest as the holder of the
833 as trustee for the March Pines	shares, pursuant to s608(1)(a) of the	1,241,630 fully paid ordinary shares
Super Fund		Corporations Act 2001
			Brendan holds more than 20% of the
			share capital in Rovest Holdings Pty Ltd
	Brendan Paul Rouse		so is deemed to have a relevant interest	1,241,630 fully paid ordinary shares
			in these shares by virtue of s 608(3) of
			the Corporations Act 2001
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
For
	Holder of relevant	Registered holder of	Person entitled to be	Class and number
	interest	securities	registered as holder (8)	of securities
	Brencon Pty Ltd ACN 088 963	Brencon Pty Ltd ACN 088 963	Brencon Pty Ltd ACN 088 963	7,002,253 fully paid
	197 as trustee for the Brendan	197		197		ordinary shares
	Brendan Paul Rouse	Brencon Pty Ltd ACN 088 963	Brencon Pty Ltd ACN 088 963	7,002,253 fully paid
	197		197		ordinary shares
	Rovest Holdings Pty Ltd ACN	Rovest Holdings Pty Ltd ACN 144	Rovest Holdings Pty Ltd ACN 144	1,241,630 fully paid
	144 787 833 as trustee for the
	787 833	787 833		ordinary shares
	March Pines Super Fund
	Brendan Paul Rouse	Rovest Holdings Pty Ltd ACN 144	Rovest Holdings Pty Ltd ACN 144	1,241,630 fully paid
	787 833	787 833		ordinary shares

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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	Date of acquisition	Consideration (9)	Class and number
		interest	of securities
				Cash		Non-cash
only			Nil cash consideration.
		The shares were issued to
		Brencon Pty Ltd ACN 088 963		Brencon Pty Ltd as consideration
			for the transfer of 3,333,354	7,002,253 fully paid
		197 as trustee for the Brendan	5/11/2021
		shares in PYBAR Holdings Pty	ordinary shares
		Rouse Family Trust
			Ltd ACN 088 981 757 to the
				Company under the Share
				Purchase Agreement dated 6
				September 2021.
				Nil cash consideration. This is a
				deemed relevant interest under	7,002,253 fully paid
		Brendan Paul Rouse	5/11/2021	section 608(3) of the Corporations
				Act.		ordinary shares
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Rovest Holdings Pty Ltd ACN		Purchased on market. Please see	1,241,630 fully paid
144 787 833 as trustee for the	Please see Annexure A.
Annexure A.		ordinary shares
March Pines Super Fund
		Nil cash consideration. This is a
		deemed relevant interest under	1,241,630 fully paid
Brendan Paul Rouse	Please see Annexure A.	section 608(3) of the Corporations
ordinary shares
		Act.
For personal

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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
only
Brencon Pty Ltd ACN 088 963 197 as
trustee for the Brendan Rouse Family	All parties are associates - Company controlled by Brendan Rouse
Trust
	Brendan Paul Rouse	All parties are associates - Director and controlling shareholder of Brencon Pty Ltd
	and Rovest Holdings Pty Ltd as trustee for the March Pines Super Fund
	Rovest Holdings Pty Ltd ACN 144 787
	833 as trustee for the March Pines	All parties are associates - Company controlled by Brendan Rouse
	Super Fund
7. Addresses

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

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	Name	Address
			Brencon Pty Ltd ACN 088 963 197	195 Kangaroobie Road, Orange, New South Wales, 2800, Australia
			Brendan Paul Rouse	343 Kangaroobie Road, Orange, New South Wales, 2800, Australia
			Rovest Holdings Pty Ltd ACN 144 787
			833 as trustee for the March Pines	195 Kangaroobie Road, Orange, New South Wales, 2800, Australia
			Super Fund
personal
	Signature
			print name Brendan Rouse	capacity	Director and shareholder
			sign here	date	/		/
					DIRECTIONS	9	11	2021
(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.

For(4)

(5)

(6)

The voting shares of a company constitute one class unless divided into separate classes.

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.

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

1. Include details of:
2. 1. 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
   2. 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.

1. 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.'"

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1. Details of the consideration must include any and all benefits, moneys 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.

For personal use only

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GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.

Signature

onlyLodging period

This form must be signed by either a director or a secretary of the substantial holder.

Nil

Lodging Fee

useOther forms to be completed

Additional information personalAnnexures

For

.

Nil

Nil

1. If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.
2. This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
3. The person must give a copy of this notice:
4. 1. within 2 business days after they become aware of the information; or
   2. by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:
   3. 1. a takeover bid is made for voting shares in the company or voting interests in the scheme; and
      2. the person becomes aware of the information during the bid period.

To make any annexure conform to the regulations, you must

1. use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2. show the corporation name and ACN or ARBN
3. number the pages consecutively
4. print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5. identify the annexure with a mark such as A, B, C, etc
6. endorse the annexure with the words:
   This is annexure (mark) of (number) pages referred to in form (form number and title)
7. sign and date the annexure.
   The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice

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