CARNAVALE RESOURCES LIMITED — Major Shareholding Notification 2016

Apr 19, 2016

Form 604

Corporations Act 2001 Section 671B

Notice of change in interests of substantial shareholder

To: Company Name/Scheme Carnavale Resources Limited

ACN/ ~~ARSN~~

119 450 243

1. Details of substantial holder (1)

Name ANDREW BECKWITH, PENELOPE BECKWITH AND PENAND PTY LTD (ACN 078 977 198)

ACN

There was a change in the interests of the substantial holder on 08/04/2016 The previous notice was given to the company on 19/03/2015 The previous notice was dated 19/03/2015

2. Previous and present voting power

The total number of votes attached to all the voting share 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	15,161,370	6.77%	23,661,370	5.17%

Andrew Beckwith, Penelope Beckwith and Penand Pty Ltd’s relevant interest has reduced as a result of Carnavale Resources Limited recently completing the issue of 201,214,652 new shares. The relevant interest reduced despite the actual number of shares in which the relevant interest is held increasing from 15,161,370 to 23,661,370.

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 or scheme 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
28 May, 29 May and 2 June 2015	Penand Pty Ltd	Purchase of shares	AUD$19,946.90	1,000,000 Ordinary Shares	Penand Pty Ltd
8 April 2016	Penand Pty Ltd and Penelope Beckwith	Purchase of shares	AUD$60,000.00	7,500,000 Ordinary Shares	Penand Pty Ltd and Penelope Beckwith

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
Andrew Beckwith	Andrew Beckwith	Andrew Beckwith	N/A	7,209,922	7,209,922
Penelope Beckwith	Penelope Beckwith	Penelope Beckwith	N/A.	2,775,000	2,775,000
Penand PtyLtd	Penand PtyLtd	Penand PtyLtd	N/A.	13,676,448	13,676,448

F:\PUBLIC\Carnavale Resources\ASX\Substantial Shareholders\Form 604 200416 - (Beckwith).doc

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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 and ACN/ARSN(if applicable)	Nature of association
N/A	N/A

6. Addresses

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

Name	Address
Andrew Beckwith, Penelope Beckwith and Penand Pty Ltd.	35 Alexander Street Wembley WA 6014

Signature

Print name ign here	Andrew Beckwith Capacity: Holder of relevant interest
	date 20 April 2016

sign here

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 manger 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 identity 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.

F:\PUBLIC\Carnavale Resources\ASX\Substantial Shareholders\Form 604 200416 - (Beckwith).doc

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