BROOKSIDE ENERGY LIMITED — Major Shareholding Notification 2017

Oct 10, 2017

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To: Brookside Energy Limited

ACN: 108 787 720

1. Details of substantial holder (1)

Name: Merchant Funds Management Pty Ltd (ACN 154 493 277) as manager of the Merchant Opportunities Fund (ARSN 111 456 387) ( Merchant ) and CIP Licensing Limited (ABN 63 603 558 658) as the responsible entity of the Merchant Opportunities Fund (ARSN 111 456 387) (the Merchant Opportunities Fund )

ACN:See above
There was a change in the interests of the substantial holder on	22/09/2017.
The previous notice was given to the company on	10/02/2017.
The previous notice was dated	10/02/2017.

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company 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, 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)
Fully paid ordinary	94,125,698	11.91%	115,000,000	14.56%

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, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date ofchange	Person whoserelevantinterestchanged	Nature of change(6)	Considerationgiven inrelation tochange (7)	Class andnumber ofsecuritiesaffected	Person’svotesaffected
22/09/2017	MerchantOpportunitiesFund	On marketpurchases	$229,150	20,874,302	20,874,302

4. Present relevant interests

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

Holder ofrelevantinterest	Registered holderof securities	Personsentitled to beregistered asholder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person’svotes
MerchantOpportunities Fund	The Trust Company(Australia) Ltd (ABN 33106 768 012) (Trust Co) ascustodian for MerchantOpportunities Fund	Trust Co ascustodian forMerchantOpportunitiesFund	Relevant interestunder s608(1)(b)and (c) of theCorporations Act2001 as thebeneficial holder ofsecurities	115,000,000	14.56%
Merchant	Trust Co as custodian forMerchant OpportunitiesFund	Trust Co ascustodian forMerchantOpportunitiesFund	Relevant interestunder s608(1)(b)and (c) of theCorporations Act2001 as manager ofthe MerchantOpportunities Fund	115,000,000	14.56%

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 are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

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

Name	Address
Merchant Funds Management Pty Ltd	Suite 42, 145 Stirling Highway, Nedlands WA 6009
CIP Licensing Limited	Suite 1B, 103 Bolsover St, Rockhampton QLD 4700
Merchant Opportunities Fund	Suite 42, 145 Stirling Highway, Nedlands WA 6009
The Trust Company (Australia) Ltd	Level 15, 20 Bond Street, Sydney NSW 2001

Name: Andrew Chapman Capacity: Managing Director

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Sign here: ______________________________ Date: 10/10/2017