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FOCUS MINERALS LTD Major Shareholding Notification 2022

Jan 3, 2022

64932_rns_2022-01-03_cde4e092-0c93-49be-abd8-2adec9f557da.pdf

Major Shareholding Notification

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604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Focus Minerals Ltd ACN/ARSN 005 470 799

1. Details of substantial holder (1)

Name Shandong Gold International Mining Corporation Limited (“Shandong Gold”) and the entities listed in Annexure A ACN/ARSN (if applicable) N/A

There was a change in the interests of the substantial holder on 31 / 12 / 2021 The previous notice was given to the company on 14 / 05 / 2013 The previous notice was dated 14 / 05 / 2013

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 Present notice
Person’s votes Voting power(5) Person’s votes Voting power(5)
Fully paid ordinary shares 4,525,997,651 (prior to
share consolidation)
49.53% 181,039,908 63.18%

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
31/12/2021 Shandong Gold and the
entities listed in
Annexure A
Share subscription under
the Company’s
entitlement offer
$0.25 per share 90,519,954 fully
paid ordinary
shares
90,519,954

4. Present relevant interests

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
Shandong
Gold
Shandong Gold Shandong Gold Relevant interest under
section 608(1)(a) of the
Corporations Act 2001
(Cth) (“Corporations
Act”)
180,079,908 fully
paid ordinary
shares
181,039,908
Shandong
Gold
Citigroup Pty Limited Shandong Gold Relevant interest under
sections 608(1)(b) and
608(1)(c) of the
Corporations Act as
Shandong Gold can
control the exercise of
the right to vote and has
power to dispose of
shares
960,000 fully paid
ordinary shares
181,039,908

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604page 2/2 15 July2001
Person’s votes
181,039,908
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
Entitles listed
in Annexure
A
See above Shandong Gold See Annexure A 181,039,908 fully
paid ordinary
shares
181,039,908

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

6. Addresses

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

Name Address
Shandong Gold Rooms 4003-06, China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong
Entities listed in Annexure A See Annexure A

Signature

print name
sign here
Du Qiang
capacity
Director
date 03 / 01 / 2022

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 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.

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604 page 1/2 15 July 2001

Annexure A

This is Annexure A of 1 page referred to in the Form 604 – Notice of change of interest of substantial holder

To company name: Focus Minerals Ltd ACN: 005 470 799

Signature: ______ Name: Du Qiang Capacity: Director Date: 3 January 2022

Name ACN (if applicable) Nature of
relevant
interest(6)
Address
Shandong Gold Group
Co., Ltd. (“SDG Group”)
and entities controlled by
SDG Group (except for
Shandong Gold)
N/A Relevant interest pursuant to
sections 608(3)(a) and 608(3)(b)
of the Corporations Act being a
relevant interest in the securities
in which Shandong Gold has a
relevantinterest
No. 2503, Jingshi Road, Licheng District,
Jinan City, Shandong Province,China
Shandong State-owned
Assets Investment
Holdings Co., Ltd
(“SSAIH”)
N/A Relevant interest pursuant to
section 608(3)(a) of the
Corporations Act being a relevant
interest in the securities in which
Shandong Gold has a relevant
interest as its voting power in
Shandong Goldis above20%
9999 Jingshi Road, Lixia District, Jinan
City, Shandong Province,China
Shandong Provincial
State-owned Assets
Supervision and
Administration
Commission
N/A Relevant interest pursuant to
section 608(3)(a) of the
Corporations Act being a relevant
interest in the securities in which
SDG Group and SSAIH have a
relevant interest as its voting
power in SDG Group and SSAIH
is above20%
Tower C, No. 9999 Jingshi Road, Jinan,
Shandong Provide, China
Shandong Guohui
Investment Holding
Group Co., Ltd.
N/A Relevant interest pursuant to
section 608(3)(a) of the
Corporations Act being a relevant
interest in the securities in which
SDG Group and SSAIH have a
relevant interest as its voting
power in SDG Group and SSAIH
is above20%
33 / F, building 6, Shuntai Plaza, No.
2000, Shunhua Road, Gaoxin District,
Jinan, Shandong,

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