ARDEA RESOURCES LIMITED — Major Shareholding Notification 2023

Sep 11, 2023

603 page 1/4 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme Ardea Resources Limited ACN/~~ARSN~~ 614 289 342 1. Details of substantial holder (1) Name Golden Energy and Resources Limited (GEAR), Duchess Avenue Pte. Ltd. , Star Success Pte Ltd and Ms. Lanny Tranku (GEAR Controllers) ACN/ARSN (if applicable) N/A The holder became a substantial holder on 12/9/2023	Ardea Resources Limited	Ardea Resources Limited
	614 289 342
	Golden Energy and Resources Limited (GEAR), Duchess Avenue Pte. Ltd. , Star Success Pte Ltd and Ms. Lanny Tranku (GEAR Controllers)
	N/A
		12/9/2023

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	Voting power (6)
Fully paid ordinary shares	18,265,975	18,265,975	9.38%

3. Details of relevant interests

The nature of the relevant interests the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
GEAR	Relevant interest in the securities under section 608(1)(b) and (c) of the Corporations Act 2001 (Cth) (Act) by reason of having the power to exercise or control the voting and disposal of the securities.	18,265,975 ordinary shares
GEAR Controllers	Each GEAR Controller has a relevant interest in the securities in which GEAR has a relevant interest in by virtue of section 608(3) of the Act, pursuant to the control of holding entities and shareholding in GEAR.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Golden Energy and Resources Limited GEAR Controllers	HSBC Custody Nominees (Australia) Limited	Golden Energy and Resources Limited	11,447,775 ordinary shares
	Citicorp Nominees		6,818,200 ordinary shares

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 interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
Golden Energy and Resources Limited	15-Jun-21	A$143,163.85	N/A	272,745 ordinary shares
	6-Jul-21	A$3,600,000.25	N/A	6,545,455 ordinary shares
	1-Mar-22	A$1,013,442.50	N/A	1,447,775 ordinary shares
	12-Sep-23	A$7,000,000.00	N/A	10,000,000 ordinary shares

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
GEAR Controllers	GEAR is controlled by Duchess Avenue Pte. Ltd. (Duchess) which is in turn is controlled by Star Success Pte Ltd (Star Success). Duchess and Star Success are therefore associates of GEAR under section 12(2)(a)(ii) of the Act. Ms. Lanny Tranku controls Star Success and is therefore an associate of GEAR under section 12(2)(a)(i) of the Act.

7. Addresses

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

Name	Address
Golden Energy and Resources Limited	20 Cecil Street, #05-05 PLUS, Singapore 049705
Duchess Avenue Pte. Ltd.	20 Cecil Street, #11-06 PLUS, Singapore 049705
Star Success Pte Ltd	Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
Lanny Tranku	c/o Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands

Signature

print name Victor Lai

capacity Group Company Secretary

sign here date

12 September 2023

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 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.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) 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.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) 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

• (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.

• (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) 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.