GREEN TECHNOLOGY METALS LIMITED — Major Shareholding Notification 2021

Nov 9, 2021

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Green Technology Metals Limited (ASX:GT1)
ACN/ARSN	648 657 649
1. Details of substantial holder (1)
Name	Cameron David Henry
ACN/ARSN (if applicable)
The holder became a substantial holder on	12 March 2021
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 holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	20,312,500	20,312,500	10.28%

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
Meesha Investments Pty Ltd <henry Family A/C> (Meesha)</henry	Mr Henry is a controlling shareholder and Director of Meesha	10,156,250 ORD
Primero Group Limited	Mr Henry is an Executive General Manager and Director of Primero Group Limited and both Mr Henry and Meesha are party to a deed, under which Mr Henry and Meesha must provide consent to the sale, assignment, transfer or disposal of the relevant securities.	10,156,250 ORD

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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Cameron David Henry	Meesha Investments Pty Ltd <henry Family A/C></henry	Meesha Investments Pty Ltd <henry Family A/C></henry	10,156,250 ORD
Cameron David Henry	Primero Group Limited	Primero Group Limited	10,156,250 ORD

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
Meesha Investments Pty Ltd	9 June 2021	Seed share purchase at \$0.01	4,843,750 FPO
Meesha Investments Pty Ltd	30 June 2021	Interest shares on convertible note at \$0.01 per share	2,812,500 FPO
Meesha Investments Pty Ltd	3 November 2021	Conversion shares on conversion of convertible notes held at \$0.10 per share	2,500,000 FPO
Primero Group Limited	3 November 2021	Seed share purchase at \$0.01	10,156,250 FPO

6. Associates

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

Name and ACN/ARSN (ifapplicable)	Nature of association
N/A	N/A

7. Addresses

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

Name	Address
Meesha Investments Pty Ltd <henry familyA/C>	PO Box 512, Cottesloe, WA 6911
Primero Group Limited	PO Box 512, Cottesloe, WA 6911

Signature

		print name Cameron Henry	Authorised Signatory
	sign here		10 November 2021
		DIRECTIONS
(1)			Ifthere 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 membersis 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 Act 2001. (4)

The voting shares of a company constitute one class unless divided into separate classes.

(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)

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. Ifsubsection 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 securitiesto which the qualification applies).
• (7) 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 arises because of an option) write "unknown".
• (9) 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.

Appendix 9A Restriction Deed

We, the persons in:

• Item 1 of the schedule ("entity");
• Item 2 of the schedule ("holder");
• Item 3 of the schedule ("controller"),

agree as follows.

Introduction

• The entity intends to issue, or has issued, restricted securities to the holder. The holder has A. agreed to hold the restricted securities as set out in this deed.
• We enter this deed for the purpose of complying with chapter 9 of the listing rules. B.
• We acknowledge that the entity's admission or continued admission to the ASX official list is $C₁$ conditional on the provision of this deed.

Agreement

Escrow restrictions

• $1.$ During the escrow period, the holder must not:
• *dispose of, or agree or offer to *dispose of, the restricted securities; $(a)$
• create, or agree or offer to create, any security interest in the restricted securities; or $(b)$
• do, or omit to do, any act if the act or omission would have the effect of transferring effective $(c)$ ownership or control of the restricted securities.

except as permitted in the listing rules or by ASX in writing and anything done in contravention of this clause is not binding on, and will not be recognised as legally effective by, the entity or ASX.

• $\overline{2}$ . During the escrow period, a controller must not:
• *dispose of, or agree or offer to *dispose of, the controller interests; $(a)$
• create, or agree or offer to create, any security interest in the controller interests; or $(b)$
• do, or omit to do, any act if the act or omission would have the effect of transferring effective $(c)$ ownership or control of the controller interests,

except as permitted in the listing rules or by ASX in writing and anything done in contravention of this clause is not binding on, and will not be recognised as legally effective by, the entity or ASX.

The holder agrees that the restricted securities are to be kept on the entity's [{if the securities are $3₁$ in a class that is or is to quoted} tissuer sponsored subregister and are to have a tholding lock applied / {if the securities are not in a class that is or is to quoted} 'certificated subregister and the certificates for the securities are to be held in escrow in accordance with the listing rules! for the duration of the escrow period.

Warranties

$\overline{4}$ . If item 3 of the schedule is completed, the holder and each *controller warrant that:

• the holder has the *controllers set out in item 3 of the schedule with the controller interests $(a)$ identified in item 6 of the schedule:
• $(b)$ there are no other controllers or controller interests; and
• the holder and each *controller have provided ASX and the entity with all information $(c)$ necessary to properly form an opinion about who is a *controller of the holder and who is required to execute this deed.
• If item 3 of the schedule is not completed or is marked "nil" or "n/a" (or something equivalent), the 5. holder warrants that:
• if the holder is one or more individuals, they are the legal and beneficial owner of the $(a)$ restricted securities:
• If the holder is not one or more individuals, the holder has no *controller; and $(b)$
• the holder has provided ASX and the entity with all information necessary to properly form $(c)$ an opinion that the holder falls within either (a) or (b) above.
• If item 8 of the schedule is completed, the holder warrants that: $6.$
• full particulars of the security interests which have been created over the restricted $(a)$ securities are set out in item 8;
• apart from those security interests, the holder has not done, or omitted to do, any act which $(b)$ would breach clause 1 if done or omitted during the escrow period; and
• a release of those security interests is attached. $(c)$
• $7₁$ If item 8 of the schedule is not completed or is marked "nil" or "n/a" (or something equivalent), the holder warrants that the holder has not created, or agreed to create, any security interests over the restricted securities.
• 1. If item 9 of the schedule is completed, the holder and each *controller warrant that:
• full particulars of security interests which have been created over the controller interests $(a)$ are set out in item 9:
• apart from those security interests, the *controller has not done, or omitted to do, any act $(b)$ which would breach clause 2 if done or omitted during the escrow period; and
• a release of the security interests is attached. $(c)$
• If item 9 of the schedule is not completed or is marked "nil" or "n/a" (or something equivalent). the $9₁$ holder and each *controller warrant that the *controller has not created, or agreed to create, any security interests over the controller interests.
• $10.$ A breach of any of these warranties is a breach of this deed.

Consequences of breaching this deed

• If the holder or a ⁺controller breach this deed: $11.$
• the holder and each 'controller must take the steps necessary to rectify the breach; $(a)$
• the entity must take the steps necessary to enforce the agreement; $(b)$
• the entity must refuse to acknowledge any 'disposal (including, without limitation, to $(c)$ register any transfer) of any of the *restricted securities in breach of this deed; and
• $(d)$ the holder of the *restricted securities will cease to be entitled to any dividends or distributions, or to exercise any voting rights, in respect of the *restricted securities for so long as the breach continues.

Amendment

$12.$ This deed must not be terminated, changed or waived without ASX's written consent.

Counterparts

This deed may be executed in any number of counterparts, and this has the same effect as if the $13.$ signatures on the counterparts were on a single copy of this deed. Without limiting the foregoing, if the signatures on behalf of one party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this deed.

Jurisdiction

$14$ The laws of the State of New South Wales apply to this deed. We submit to the exclusive jurisdiction of the courts of that State.

Definitions and interpretation

In this deed:

ASX means ASX Limited.

controller has the same meaning as in the listing rules.

controller interests means the 'securities or other rights or interests through which a controller controls, or has a substantial economic interest in, the ⁺restricted securities or the holder of the *restricted securities, full particulars of which are set out in item 7 of the schedule.

escrow period means the period starting on the date set out in item 4 of the schedule and ending on the date set out in item 5 of the schedule.

listing rules mean the ASX Listing Rules, as in force from time to time.

restricted securities means the 'securities set out in item 6 of the schedule and any 'securities attaching to or arising out of those +securities that are restricted securities under the listing rules.

The singular includes the plural and vice versa.

A reference to a party includes its successors, personal representatives and transferees.

Other words and expressions defined in the listing rules, and not in this deed, have the meanings given to them in the listing rules.

Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.

Schedule

$1.$ Entity's name and address:

Green Technology Metals Limited ACN 648 657 649 of Unit 6, 94 Rokeby Road, Subiaco, WA 6008

$2.$ Holder's name and address:

Name of holder	Address
Primero Group Limited ACN 149 964 045	78 Hasler Road, Osborne Park, WA 6017

Each *controllers' name and address: $3.$

NRW Holdings Limited (ACN 118 300 217) of 181 Great Eastern Highway, Belmont, WA 6104

Cameron David Henry of 10 Hawkins Road, Mount Pleasant, WA 6153

$\overline{4}$ . Escrow period start date:

The date on which official quotation of the securities of Green Technology Metals Limited commences.

$5.$ Escrow period end date:

24 months from the date that official quotation of the securities of Green Technology Metals Limited commences.

Particulars of restricted securities: 6.

Number	Description
10,156,250	FULLY PAID ORDINARY SHARES

Particulars of controller interests: 7.

NRW Holdings Limited owns 100% of the issued capital of Primero Group Limited ACN 149 964 045 (Primero Group) which in turn owns 100% of the Holder.

Cameron Henry is the Executive General Manager of Primero Group Limited and has been conferred rights over the disposal of the restricted securities for a fixed period of time.

Particulars of security interests over restricted securities: 8.

None

Particulars of security interests over controller interests $9.$

None

Executed as a Deed on this $\mathcal{S}^{\ell_4}$ day of November 2021

Executed by Green Technology Metals Limited ACN 648 657 649 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of Director

John Young

Name of Director In full

Signature of Director/Secretary

JOER. $TVE²$

Name of Director/Secretary

Executed by Primero Group Limited ACN 149 964 045 in accordance with section 127 of the Corporations Act 2001 $(Cth)$ :

Signature of∕Ďirector

JULIAN ALEXANDER PEMBERTON Name of Director in full

Signature of Director/Secretary

Kimberiby William Hyman

Name of Director/Secretary

Executed by NRW Holdings Limited ACN 648 657 649 in accordance with section 127 of the Corporations Act 2001 $(Cth)$ :

Signature of Director

JULIAN ALEXANDER PEMBERTON Name of Director in full

Signature of Director/Secretary

Kimberley William Hyman Name of Director/Secretary

Executed by Cameron David Henry in the presence of:

Signature of witness

Signature of Cameron David Henry

$\infty$ VES

Full name of witness (print)