ASPIRE MINING LIMITED — Major Shareholding Notification 2018

Dec 5, 2018

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Company Name/Scheme

To Company Name/Scheme Company Name/Scheme Aspire Mining Limited ACN/ARSN 122 417 243 1. Details of substantial holder(1) Name Spectral Investments Pty Ltd ATF The Lithgow Family Trust ACN/ARSN (if applicable) 141 885 056 There was a change in the interests of the substantial holder on 06/12/2018 The previous notice was given to the company on 11/12/2017 The previous notice was dated 11/12/2017

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary Shares	220,028,501	8.71%	237,278,501	7.13%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
09/02/2018	Spectral Investments Pty Ltd ATF TheLithgow FamilyTrust	Dilution from issue of shares to othershareholder	n/a	Ordinary Shares 220,028.501	220,028,501 (0.00% change)
09/05/2018	Spectral Investments Pty Ltd ATF TheLithgow FamilyTrust	Dilution from issue of shares to othershareholder	n/a	Ordinary Shares 220,028,501	220,028,501 (0.01% dilution)
28/05/2018	Spectral Investments Pty Ltd ATF TheLithgow FamilyTrust	Dilution from issue of shares to othershareholder	n/a	Ordinary Shares 220,028,501	220,028,501 (0.00% change)
25/06/2018	Spectral Investments Pty Ltd ATF TheLithgow FamilyTrust	Dilution from issue of shares to othershareholder	n/a	Ordinary Shares 220,028,501	220,028,501 (0.00% change)
13/07/2018	Spectral Investments Pty Ltd ATF The Lithgow Family Trust	Increase in holding by issue of shares on exercise of Performance Rights	Nil - Participation in exercise of Performance Rights	Ordinary Shares 227,278,501	227,278,501 0.017% increase
15/08/2018	Spectral Investments Pty Ltd ATF The Lithgow Family Trust	Increase in holding by issue of shares on exercise of Options	Nil - Participation in exercise of Options	Ordinary Shares 237,278,501	237,278,501 0.23% increase
06/12/2018	Spectral Investments Pty Ltd ATF TheLithgow FamilyTrust	Dilution from issue of shares to othershareholders	n/a	Ordinary Shares 237,278,501	237,278,501 (1.97% dilution)

4. Present relevant interests

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Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Spectral Investments Pty Ltd ATF The Lithgow FamilyTrust	Spectral Investments Pty Ltd ATF The Lithgow Family Trust	Spectral Investments Pty Ltd ATF The Lithgow FamilyTrust	Relevant interest under section 608(1) of the Corporations Act.	237,278,501 Ordinary Shares	237,278,501

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

	Name andACN/ARSN(ifapplicable)		Nature ofassociation
	f persons named in this form are:
	Name		Address
	Spectral Investments Pty Ltd		5 Clare Street, Sorrento, WA 6020
	ATF TheLithgow FamilyTrust

6. Addresses

The addresses of persons named in this form are:

Signature

Neil Lithgow capacity Director print name

==> picture [87 x 23] intentionally omitted <==

sign here

date 6 December 2018

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

(6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

• (7) 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.

• (8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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