ASPIRE MINING LIMITED — Major Shareholding Notification 2018

Dec 23, 2018

605 Page 1 of 4 15 July 2001

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme Aspire Mining Limited (ASX:AKM)

ACN/ARSN ACN 122 417 243

1. Details of substantial holder (1)

Noble Group Limited ( Noble ) and Noble Resources Group Limited ( Noble Resources )

Name

ACN/ARSN (if applicable)

N/A

The holder ceased to be a substantial holder on 20 / 12 / 2018

The previous notice was given to the company on 14 / 12 / 2017

The previous notice was dated 14 / 12 / 2017

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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:

llows:
Date ofchange	Person whoserelevant interestchanged	Nature of change (4)	Consideration givenin relation to change(5)	Class (6) andnumber ofsecurities affected	Person's votesaffected
20/12/2018	Noble	Cessation ofrelevant interestarises as a result ofcertain grouprestructure transferspursuant to theUpstreamTransaction set outat Annexure B.	N/A. Cessation ofrelevant interestarises as a result ofcertain grouprestructure transferspursuant to theUpstreamTransaction set outat Annexure B.	664,017,577ordinaryshares	664,017,577
20/12/2018	NobleResources	Cessation ofrelevant interestarises as a result ofcertain grouprestructure transferspursuant to theUpstreamTransaction set outat Annexure B.	N/A. Cessation ofrelevant interestarises as a result ofcertain grouprestructure transferspursuant to theUpstreamTransaction set outat Annexure B.	664,017,577ordinaryshares	664,017,577

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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 Noble Resources International Ceasing to be associates as a result of certain group restructure transactions Pte. Ltd. and the entities listed pursuant to the Upstream Transaction set out at Annexure B. in Annexure A ( Noble Group Companies )

605 Page 2 of 4 15 July 2001

4. Addresses

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

Name	Address
Noble	c/o 18/F China Evergrande Centre, 38 Gloucester Road, Hong Kong
Noble Resources	c/o 18/F China Evergrande Centre, 38 Gloucester Road, Hong Kong
Noble Resources InternationalPte. Ltd.	c/o 18/F China Evergrande Centre, 38 Gloucester Road, Hong Kong
Noble Group Companies	c/o 18/F China Evergrande Centre, 38 Gloucester Road, Hong Kong
ignature

Signature

print name John Tivey capacity Partner, White & Case sign here date 24 / 12 / 2018

605 Page 3 of 4 15 July 2001

Annexure A to form 605

This is Annexure A referred to in the Form 605 (Notice of ceasing to be a substantial holder), signed by me and dated 24 December 2018.

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John Tivey

Partner, White & Case

Noble Group Companies (other than Noble Resources International Pte. Ltd.)

General Alumina Jamaica LLC

General Alumina Jamaica LLC Noble Resources International Australia Pty Ltd Maylion Pty Limited Noble Resources Limited Mt Vincent Holdings Pty Limited Noble Resources (Shanghai) Company Limited Noble Chartering Inc. Nobles Resources UK Limited Noble Chartering Limited Osendo Pty Limited Noble Clean Fuels Limited Stamports UK Limited Noble Netherlands B.V.

605 Page 4 of 4 15 July 2001

Annexure B to form 605

This is Annexure B referred to in the Form 605 (Notice of ceasing to be a substantial holder), signed by me and dated 24 December 2018.

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John Tivey

Partner, White & Case

Details of cessation of relevant interest in voting securities of Aspire Mining Limited

1. On 20 December 2018 (“ Restructuring Effective Date ”) Noble Group Limited (“ Noble ”) concluded the implementation of a restructuring of its financial indebtedness and corporate structure (the “ Restructuring ”). The Restructuring was undertaken pursuant to an English and Bermuda court sanctioned scheme of arrangement approved by both shareholders and creditors of Noble that enabled Noble to restructure its debt of approximately US$3.5bn owed to its creditors (the “ Scheme ”). Finalisation of the Restructuring was facilitated by an officer of the Bermuda court who was appointed following an order of the Bermuda court granted on 14 December 2018.

2. In order to implement the Restructuring and deliver the equity owed to Noble’s creditors pursuant to the terms of the Scheme, Noble and Noble Group Holdings Limited (“ New Noble ”) (among others) entered into a series of agreements to dispose of the majority of the assets and operations of Noble to New Noble. In particular, Noble Intermediate Hold Co Limited (being the entity holding the majority of the assets and operations of Noble) (“ Intermediate Hold Co ”) was transferred from Noble to New Noble (the “ Upstream Transaction ”).

3. As stated in this Form 605, Noble Resources International Pte. Ltd. holds 664,017,577 fully paid ordinary shares in the capital of Aspire Mining Limited (ASX:AKM) amounting to a voting power of 19.96% (“ AKM Shares ”).

4. As noted above and as a consequence of the Upstream Transaction, Noble and has disposed the majority of its assets, including Noble Resources International Pte. Ltd. (formerly a wholly owned subsidiary of Noble). Noble Resources currently remains a wholly owned subsidiary of Noble. Consequently, Noble and Noble Resources have ceased to have a relevant interest in the AKM Shares.