CORE ENERGY MINERALS LTD — Major Shareholding Notification 2007

Oct 18, 2007

Form 603

Sub section 671B

Corporations Act 2001

NOTICE OF INITIAL SUBSTANTIAL SHAREHOLDER

To: Global Approach Limited

ABN 27 009 118 861

$\mathbf{1}$ . Details of Substantial Shareholder

Name: Berpaid Pty Ltd, Removale Pty Ltd and the parties set out herein

The voter became a substantial holder on 17 July 2007

$2.$ 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 shareholder or an associate (2) had a relevant interest (3) in on the date the substantial shareholder became a substantial shareholder are as follows:

Class of Securities (4)	Number of Securities	Persons votes (5)	Voting Power (6)
Ordinary Shares	20.785.000	20,785,000	11.8%

$3.$ Details of Relevant Interest

The nature of the relevant interest the substantial shareholder had 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 & Number of Securities
Berpaid Pty Ltd	Beneficial Owner	15,785,000
Removale Pty Ltd	Beneficial Owner	5,000,000
Mr David Bernardi	Taken under Section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Berpaid Pty Ltd and Removale Pty Ltd	As above

4. Details of Present Relevant Holders

The person registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of Relevant Interest	Registered holder of securities	be registered as securities holder (8)	Person entitled to Class and number of
Berpaid Pty Ltd	Beneficial Owner	Berpaid Pty Ltd	15,785,000
Removale Pty Ltd	Beneficial Owner	Removale Pty Ltd	5,000,000
Mr David Bernardi	As above	As above	As above

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 Interest	Date of Acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
Berpaid Pty Ltd	16 Feb $07 -$ 8 Aug 07	\$473,550	Nil	15,785,000
Removale Pty Ltd	1 Aug $06 -$ 27 Jul 07	\$150,000	Nil	5,000,000

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable)	Nature of Association
Mr David Bernardi	Holds a controlling interest in both Removale Ptv Ltd and Berpaid Pty Ltd

$\overline{7}$ . Addresses

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

Name and ACN (if applicable)	Address
Berpaid Pty Ltd	165 Lachlan Street, Forbes NSW 2871
Removale Pty Ltd	165 Lachlan Street, Forbes NSW 2871
Mr David Bernardi	165 Lachlan Street, Forbes NSW 2871

$\overline{2}$

Signature	25.95 - 10
	Print name:	Mr David Bernardi	Capacity: Director / Individual
	Sign Here		Date: 15 October 2007
		Directions

• $1)$ If there are a number of substantial holders with similar or related relevant interests (e.g. 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 the each group, with the names and addresses of members clearly set out in paragraph 7 of the form.
• $2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act $3)$ 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $4)$
• $5)$ 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 associate has a relevant interest in.
• $6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest $(a)$ was acquired. If section 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
• any qualification of the power of a person to exercise, control the exercise of, or $(b)$ influence the exercise of, the voting shares or disposal of the securities to which the relevant interests 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

• If the substantial shareholder is unable to determine the identity of the person (e.g. if the 8) relevant interest arises because of an option) write "unknown"
• Details of the consideration must include any and all benefits, money and other, that any 9) 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 associates in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired

3