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 ACN/ARSN	Green Technology Metals Limited (Company) 648 657 649
1. Details of substantial holder (1)
Name	Primero Group Limited ACN 149 964 045 (Primero), NRW Holdings Limited ACN 118 300 217 (NRW), and NRW's subsidiaries
	listed in Annexure A of 2 pages (NRW Subsidiaries)
ACN/ARSN (if applicable)	See above

The holder became a substantial holder on 03/11/2021

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	12,656,250	12.656.250	6.41% (on the basis that the
(Shares)			Company has 197,500,000 Shares
			on issue)

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
Primero	As the registered holder of the Shares under section 608(1) of the Corporations Act 2001 (Cth) (Act)	12,656,250 Shares
NRW	By reason of being the sole shareholder of and thus controlling Primero (section 608(3)(b) of the Act)	12.656.250 Shares

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
Primero	Primero	Primero	12.656.250 Shares
NRW	Primero	Primero	12,656,250 Shares

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
Primero and NRW	3 November 2021	Seed share purchase at \$0.01	N/A	12,656,250 Shares

6. Associates

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

Name and ACN/ARSN (if applicable)	Nature of association
NRW	An associate of Primero by reason of section 12(2)(a) of the Act
NRW Subsidiaries	Each an associate of NRW by reason of section $12(2)(a)$ of the Act

7. Addresses

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

Name	Address
Primero	G 78 Hasler Road, Osbourne Park, Western Australia 6017
NRW	181 Great Eastern Highway, Belmont, Western Australia 6104
NRW Subsidiaries	Refer to Annexure A of 2 pages

Signature

DIRECTIONS

• 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 $(1)$ 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 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• 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 $(5)$ relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document $(a)$ setting out the terms of the 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.

• 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". $(8)$
• 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, $(9)$ 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.

Annexure A

This is the annexure of 2 pages marked Annexure A mentioned in the ASIC Form 603 (Notice of initial substantial

holder) signed by me and dated 10 November 2021

٠ . . . . . . . . . . . . . . . . . . . Signature

Kimberley William Hyman

....................................... Print Name

NRW Subsidiaries

Name	ACN
Actionblast Pty Ltd	058 473 331
Action Drill & Blast Pty Ltd	144 682 413
Hughes Drilling 1 Pty Ltd	011 007 702
NRW Pty Ltd	067 272 119
NRW Contracting Pty Ltd	008 766 407
NRW Contracting (NO.2) Pty Ltd	621 008 473
DIAB Engineering Pty Ltd	611 036 689
NRW Intermediate Holdings Pty Ltd	120 448 179
Indigenous Mining & Exploration Company Pty Ltd	114 493 579
NRW International Holdings Pty Ltd	138 827 451
RCR Heat Treatment Pty Ltd	631 155 032
RCR Mining Technologies Pty Ltd	107 724 274
NRW Mining Pty Ltd	117 524 277
Golding Group Pty Ltd	129 247 025
Golding Employee Equity Pty Ltd	134 623 680
Golding Finance Pty Ltd	128 839 056
Golding Contractors Pty Ltd	009 734 794
Golding Civil Pty Ltd	628 709 777
Golding Mining Pty Ltd	628 709 740
Golding Services Pty Ltd	628 709 768
Golding Urban Pty Ltd	628 709 759
Golding PNG Limited	N/A
NRW Guinea SARL	N/A

3443-2228-2775v3

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The Trustee for NRW Holdings Employee Share Trust	N/A
PGX Ops Pty Ltd	645 420 542
Primero Group Americas Inc	N/A
Primero USA Inc	N/A

The addresses of all entities are c/o 181 Great Eastern Highway, Belmont, Western Australia 6104