BURLEY MINERALS LTD — Major Shareholding Notification 2021

Jul 7, 2021

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Burley Minerals Limited
ACN/ARSN	645 324 992
1. Details of substantial holder (1) Name ACN / ARSN (if applicable)	Nathan McMahon
The holder became a substantial holder on	07/07/2021

1. 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

--------- (4) $\cap$ lass securities Ωľ ---------------------------------------	Number securities	______ ----------- Persons' votes (5) _____	ne: Votii power (0)
rdinarv _________	.000 ΩG	125 .000 --------------------------------------	8.40%
_________		_________

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 substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Nathan McMahon	Power to dispose of or vote the shares	5.125,000 ordinary shares
	held by Kingsreef Pty Ltd pursuant to
	S608(1) of the Corporations Act

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	Registered holder of	. Person entitled to be registered	Class and number of
interest	securities	as holder (8)	securities
Nathan McMahon	Kingsreef Ptv Ltd	Kingsreef Pty Ltd	5.125.000 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	Date of acquisition	Consideration (9)		Class and number of
interest		Cash	Non-cash	securities
Kingsreef Pty Ltd	July 2021	N/A	Sale of 15.75% interest in Novarange Pty Ltd	4.500,000 ordinary shares
Kingsreef Pty Ltd	July 2021	\$0.20 per share	N/A	625,000 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
Kingsreef Pty Ltd	Nathan McMahon is the sole director and sole secretary of Kingsreef Pty Ltd and has the power to dispose of or vote the shares held by Kingsreef Pty Ltd pursuant to S608(1) of the Corporations Act
	Nathan McMahon a director and secretary of Roobanger Pty Ltd and has the power to dispose of or vote the shares held by Roobanger Pty Ltd pursuant to S608(1) of the Corporations Act

7. Addresses

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

Name	Address
Nathan McMahon	6 Henry Street, Cottesloe WA, 6011
Kingsreef Pty Ltd	Level 3, 30 Richardson Street, WEST PERTH WA 6005
Roobanger Pty Ltd	Level 3, 30 Richardson Street, WEST PERTH WA 6005

Signature

print name	Nathan McMahon	Director Capacity
sign here		date 07 / 07 / 2021

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 A.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• 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 $(5)$ associate has a relevant interest in
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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 anses because of an option) write "unknown"
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(9)$ 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.