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GOLDEN DEEPS LIMITED. Director's Dealing 2017

Sep 27, 2017

64977_rns_2017-09-27_63647873-de49-4389-a2b9-ecaed3cd5f48.pdf

Director's Dealing

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Australian Securities Exchange Perth Attention Hayley Pratt Adviser, Listings Compliance (Perth) Via Email

Late Lodgement of Appendix 3Y – Change of Director’s Interest

Dear Hayley

We acknowledge receipt of your letter dated 27 September 2017 concerning the late lodgement of an Appendix 3Y – Change of Directors Interests for Mr R Collins

In response to the questions raised in your letter we respond as follows:

  • Q1 Please explain why the Appendix 3Y was lodged late.

  • A The late lodgement was an oversight by the director concerned. The Appendix 3Y was lodged immediately the Company Secretary was informed.

  • Q2 What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rules 3.19A?

  • A The Company has a policy in place for trading in the Company’s securities and also a disclosure policy. The policies require that trading in securities to be advised to the Company Secretary within 24 hours so that a record is kept within the Company and so that the necessary ASX notification can be made. The Company also has a policy for selection of new directors and an induction process to ensure that they are aware of their disclosure responsibilities.

The director in question is an experienced ASX director and regrets the oversight in informing the Company Secretary after the prescribed time limit.

  • Q3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with Listing Rule 3.19B

  • A The Company is satisfied that its current arrangements are adequate and that all Directors are aware of their disclosure obligations. There are no additional steps planned to ensure compliance.

Paul Fromson Company Secretary

Golden Deeps Limited (ABN 12 054 570 777)

www.goldendeeps.com

1[st] Floor, 8 Parliament Place, West Perth, WA 6005  PO Box 1618, West Perth, WA 6872  t: +61 8 9481 7833  f: +61 8 9481 7835  email: [email protected]

27 September 2017

Mr Paul Fromson Company Secretary Golden Deeps Limited 1[st] Floor, 8 Parliament Place WEST PERTH WA 6005

Email: [email protected]

Dear Mr Fromson

Golden Deeps Limited (the “Company”)

We refer to the following:

The Company’s announcement lodged with ASX Ltd (“ASX”) on 27 September 2017 regarding a change of director’s interest notice for Robert Collins (“Appendix 3Y”).

Listing rule 3.19A which requires an entity to tell ASX the following:

  • 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times:

  • On the date that the entity is admitted to the official list.

  • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

  • 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

  • 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The

Level 40, Central Park www.asx.com.au 152-158 St George's Customer service 13 12 79 Terrace Perth WA 6000

ASX Compliance Pty Limited ABN 26 087 780 489

entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y indicates that a change in Robert Collins’ notifiable interest occurred on 5 September 2017 the Appendix 3Y should have been lodged with the ASX by 12 September 2017. As the Appendix 3Y was lodged on 27 September 2017 it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions.

  1. Please explain why the Appendix 3Y was lodged late.

  2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

  3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail to [email protected]. It should not be sent to ASX Market Announcements.

A response is requested as soon as possible and, in any event, not later than 3:00 pm WST on Monday 2 October 2017 .

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Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

[sent electronically without signature]

Hayley Pratt

Adviser, Listings Compliance (Perth)

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