Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Greenvale Energy Limited
ACN/ARSN	54 000 743 555

1. Details of substantial holder (1)
Name	Allied Resources Holdings Limited

ACN/ARSN (if applicable) Company Number: 076679

The holder became a substantial holder on 2/2/2016

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)
Ordinary Shares	9,242,180	9,242,180	9.9%

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
Allied Resources Holdings Limited	Substantial holder – shareholding acquired by way of off-market transfer from Pitt St Absolute Return Fund Pty Ltd – refer attached agreement.	9,242,180 ordinary class 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
Justin Dibb	Allied Resources Holdings Limited	Allied Resources Holdings Limited – legal and beneficial holder	9,242,180 ordinary class 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
Justin Dibb	2 February 2016	Cash	9,242,180 ordinary class 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
None

7. Addresses

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

Name	Address
Justin Dibb	Suite 202, 2 ^nd Floor Eden Plaza, Eden Island MAHE SEYCHELLES

print name	Justin Dibb	capacity	Director

sign here		date	3/2016

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 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.
Include details of: $(7)$
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of $(a)$ 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.

$(8)$ 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".
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(9)$ 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.

Share Purchase Agreement

Allied Resources Holdings Limited

Pitt Street Absolute Return Fund Pty Limited

tal

Agreement

Pitt Street Absolute Return Fund Pty Limited, a company incorporated in Australia Parties under the Corporations Act 2001, with ACN 141 150 254 and whose registered address is, Sydney, Australia (Vendor)

Allied Resources Holdings Limited, a company incorporated in the Republic of Seychelles under the International Business Companies Act 1994, with Company Number 076679 and whose registered address is Suite 202, 2^nd Floor Eden Plaza, Eden Island, Mahe, Seychelles (Purchaser)

Lawler Partners Pty Limited a company incorporated in Australia under the Corporations Act 2001, with ACN 147 575 095 and whose registered address is Level 8, No.1 O'Connell Street, Sydney NSW 2000, Sydney, Australia (Escrow Agent)

Introduction

The Vendor is the legal and beneficial owner of the Shares. $\overline{A}$
The Purchaser desires to purchase and the Vendor desires to sell the Shares to the Purchaser R for the Consideration and upon the terms and conditions contained in this Agreement.
$\overline{C}$ The parties have previously entered into a written agreement with respect to the sale of shares in the Company. This Agreement supersedes and replaces all prior agreements between the parties.

It is Agreed

Definitions and Interpretation $\overline{\mathbf{1}}$

$1.1$ Definitions

The meanings of the terms used in this agreement are set out below.

ASIC means the Australian Securities and Investments Commission.

Business Day means a day on which banks are open for business in Sydney, other than a Saturday, Sunday or public holiday in Sydney.

Claim means in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.

Company means Greenvale Energy NL (ASX:GRV).

Completion means completion of the sale and purchase of the Shares pursuant to this Agreement.

Completion Date means the date that is fourteen (14) days after satisfaction or waiver of

the Conditions Precedent.

Conditions Precedent means the conditions precedent set forth in clause 3 of this Agreement.

Consideration means the purchase by the Purchaser of the Shares at a purchase price of \$0.03 per Share being a total of \$277,265.40.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Duty means any stamp, transaction or registration duty or similar charge levied, imposed, assessed or collected under any legislation or by any Government Agency and includes any interest, fine, penalty, charge, fee or other amount imposed in respect of the above.

Encumbrance means an interest or power:-

reserved in or over an interest in any asset including any retention of title; or $(a)$
created or otherwise arising in or over any interest in any asset under a bill of sale. $(b)$ mortgage, charge, lien, pledge, trust or power by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, but is not limited to, any agreement to grant or create any of the above.

OB Capital Contract means the Share Purchase Agreement entered into (on or about the date of this Agreement) between OB Capital Limited and QSUPA Pty Ltd A.C.N. 092 530 599 as trustee for the QSUPA Superfund Trust, LQ Super Pty Ltd A.C.N. 126 054 957 as trustee for the LQ Superfund Trust and Louise Anne Quinn.

Shares means 9,242,180 Ordinary Shares in the Company.

$1.2$ Interpretation

In this agreement:

Headings and bold type are for convenience only and do not affect the interpretation $(a)$ of this agreement.
The singular includes the plural and the plural includes the singular. $(b)$
Words of any gender include all genders. $(c)$
Other parts of speech and grammatical forms of a word or phrase defined in this $(d)$ agreement have a corresponding meaning.
An expression importing a person includes any company, partnership, joint venture, $(e)$ association, corporation or other body corporate and any Government Agency as well as an individual.
A reference to a clause, party, schedule, attachment or exhibit is a reference to a $(f)$ clause of, and a party, schedule, attachment or exhibit to, this agreement.
A reference to any legislation includes all delegated legislation made under it and $(g)$ amendments, consolidations, replacements or re-enactments of any of them.

$(M($

$(h)$ A reference to law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and requlations and other instruments under them, and consolidations, amendments, re- enactments or replacements of any of them).
If a period of time is specified and dates from a given day or the day of an act or $(i)$ event, it is to be calculated exclusive of that day.
A reference to a day is to be interpreted as the period of time commencing at midnight $(i)$ and ending 24 hours later.
If an act prescribed under this agreement to be done by a party on or by a given day $(k)$ is done after 5.00pm on that day, it is taken to be done on the next day.
$(1)$ A reference to time is a reference to Sydney time.
A reference to any thing (including, any amount) is a reference to the whole and each $(m)$ part of it and a reference to a group of persons is a reference to any one or more of them.
$(n)$ A reference to \$ is to Australian currency unless denominated otherwise.
$(0)$ An agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually.
$(p)$ An agreement, representation, guarantee or warranty by two or more persons binds them jointly and each of them individually.

A group of persons or things is a reference to any two or more of them jointly and to each of them individually.

$\overline{\mathbf{2}}$ Purchase of Shares

$2.1$ Shares

On the Completion Date the Vendor must sell, and the Purchaser must buy, the Shares for the Consideration free and clear of all Encumbrances.

$2.2$ Associated Rights

The Vendor must sell the Shares to the Purchaser together with all rights attached to them as at Completion.

$2.3$ Consideration

The consideration for the sale of the Shares is the payment by the Purchaser of the Consideration

Title and risk $2.4$

$\overline{\mathbf{4}}$

Title to and risk in the Shares passes to the Purchaser on Completion.

$\overline{\mathbf{3}}$ Escrow Account

The Purchaser and the Vendor have agreed to establish an escrow account (Escrow Account) with the Escrow Agent upon the following terms and conditions:

Within seven (7) business days of the Purchaser notifying the Vendor of its $(a)$ satisfaction or waiver of the Conditions Precedent, the Purchaser shall deposit funds by wire transfer into the trust account of the Escrow Agent in an amount equal to the Consideration.
Within seven (7) business days of the Purchaser notifying the Vendor of its $(b)$ satisfaction or waiver of the Conditions Precedent, the Vendor shall deposit into the Escrow Account Share Certificate(s) for the Shares accompanied by a duly executed Share Transfer Form with the Vendor's signature thereon together with any other documents required by any applicable law, rule or requlation to legally effect the transfer of the Shares from the Vendor to the Purchaser (Shares Certificates and Documents respectively).
$(c)$ A failure of a party to comply with its obligations pursuant to clauses (a) or (b) above will amount to a breach of an essential term of this Agreement and in those circumstances the non-defaulting party may make an election to either, by notice in writing:
$(i)$ terminate this Agreement and sue for damages; or
$(ii)$ affirm this Agreement and sue for damages and/or specific performance.

$\blacktriangle$ Conditions Precedent

This Agreement is subject to and conditional upon the following conditions being satisfied to the satisfaction of the Purchaser not later than 30 December 2015:

$(a)$ A meeting of the directors of the Company is convened and that the Company approves (subject to Completion occurring):
the resignation of Stephen Baird as a director of the Company; and $(i)$
the appointment of Justin Michael Dibb and Phillip Said Shamieh as $(ii)$ directors of the Company (provided that a consent to act and notification of interest signed by Mr Dibb and Mr Shamieh has been delivered to the Vendor).
$(b)$ The Purchaser being satisfied, in its sole and absolute discretion, with its due diligence enquires.

Each of the above Conditions Precedent may be waived by the Purchaser at its absolute discretion.

5 Collateral Agreement

This Agreement is conditional upon the satisfactory completion of the OB Capital $(a)$ Contract being effected contemporaneously with or prior to the completion of this Agreement.
$(b)$ If completion of the OB Capital Contract is delayed, then the Purchaser may elect to extend the Completion Date by a period of thirty (30) days.
This clause 5 has been inserted for the sole benefit of the Purchaser who may $(c)$ elect to waive the benefit of all or any part of this clause at any time.

6 Restricted Conduct

The Purchaser must ensure that, in respect of the period between execution of this $(a)$ Agreement and the earlier of Completion and termination of this Agreement, the Purchaser must not engage in the buying and selling of any other shares in the Company save for the Shares being sold pursuant to this Agreement.
The Vendor will be restrained from disposing or otherwise dealing with any other $(b)$ shares that it owns in the Company until 1 July 2016.

$\overline{7}$ Completion

$(a)$ Subject to and conditional upon the Conditions Precedent outlined in clause 4 above being satisfied or waived by the Purchaser, the Escrow Agent shall deliver the Consideration to the Vendor and shall deliver the Share Certificates and Documents to the Purchaser.
$(b)$ Immediately following Completion the Purchaser and Vendor must procure and lodge the relevant ASIC forms to reflect the actions taken under this Agreement.
From Completion until the Shares are registered in the name of the Purchaser, the $(c)$ Vendor:-
$(i)$ appoints the Purchaser as the sole proxy of such of the Shares to attend ordinary meetings and exercise the votes attaching to the Shares;
$(ii)$ must not attend and must not vote at any meetings of ordinary shareholders; and
$(iii)$ must take all other actions in the capacity of a registered holder of the Shares as the Purchaser reasonably directs.

8 Warranties and acknowledgements

$(a)$ The Purchaser represents and warrants to the Vendor that, as at the date of signing of this Agreement and Completion that:
$(i)$ it is validly incorporated and subsisting under the laws of the Seychelles;

$(ii)$ it is not suffering from or subject to an Insolvency Event:
$(iii)$ the execution and delivery of this Agreement has been duly and validly authorised by all necessary corporate action on behalf of the Purchaser:
it has corporate power and lawful authority to execute and deliver this $(iv)$ Agreement and to observe and perform or cause to be observed and performed all of its obligations in and under this Agreement;
$(v)$ this Agreement does not conflict with or constitute or result in a material breach of or default under any agreement, writ, order, injunction, judgment, law, rule or regulation to which the Purchaser is a party or is subject or by which the Purchaser is bound in a manner which may materially and adversely affect the rights and interests of the Vendor under this Agreement; and
$(vi)$ this Agreement constitutes a legal, valid and binding obligation of the Purchaser which, subject only to the discretion of the courts not to grant relief by way of injunction, specific performance or declaration, laws relating to creditors rights generally and to stamping and registration requirements, is enforceable in accordance with its terms.
$(b)$ The Vendor represents and warrants to the Purchaser that, as at the date of signing of this Agreement and Completion that:
the Vendor is validly incorporated and subsisting under the laws of $(i)$ Australia:
the Vendor is not suffering from or subject to an Insolvency Event; $(ii)$
the execution and delivery of this Agreement has been duly and validly $(iii)$ authorised by all necessary corporate action on behalf of the Vendor;
it has corporate power and lawful authority to execute and deliver this $(iv)$ Agreement and to observe and perform or cause to be observed and performed all of its obligations in and under this Agreement:
this Agreement does not conflict with or constitute or result in a material $(v)$ breach of or default under any agreement, writ, order, injunction, judgment, law, rule or regulation to which the Vendor is a party or is subject or by which the Vendor is bound in a manner which may materially and adversely affect the rights and interests of the Purchaser under this Agreement;
$(vi)$ this Agreement constitutes a legal, valid and binding obligation of the Vendor which, subject only to the discretion of the courts not to grant relief by way of injunction, specific performance or declaration, laws relating to creditors rights generally and to stamping and registration requirements, is enforceable in accordance with its terms;
$(vii)$ the Vendor has full right, power and authority to sell, assign and transfer the Shares to the Purchaser in accordance with this Agreement; and
the Shares are free of all Encumbrances. $(viii)$
Each Vendor Warranty will remain in full force and effect after Completion and any $(c)$ claim for a breach of a Vendor Warranty is not limited to breaches identified prior to Completion.
The Vendor acknowledges that the Purchaser has entered into this Agreement in $(d)$ reliance on the Warranties.

$\boldsymbol{9}$ Escrow Agent

The Escrow Agent must:

hold the Purchase Price (or any balance thereof from time to time) and any interest $(a)$ accrued on the Purchase Price and the Shares Certificates and Documents on trust for the Purchaser and the Vendor respectively until the Escrow Expiry Date;
the Escrow Agent must within 2 Business Days of the Conditions Precedent being $(b)$ satisfied or receipt of notice from the Purchaser that the Conditions Precedent have been waived transfer the Purchase Price to a bank account nominated in writing to the Vendor and send by registered mail the Shares Certificates and Documents to an address nominated in writing by the Purchaser; and
if the Conditions Precedent have not been satisfied or waived by the Purchaser by $(c)$ 30 December 2015 (Escrow Expiry Date) then this Agreement will be at an end and the Escrow Agent will transfer the Purchase Price to a bank account nominated in writing to the Purchaser and send by registered mail the Shares Certificates and Documents to a address nominated in writing by the Vendor.

10 Indemnity

The Vendor and the Purchaser jointly and severally indemnify the Escrow Agent for all claims. costs, expenses, liabilities and losses incurred by the Escrow Agent in accepting its appointment, and properly performing its duties, under this Agreement.

11 Limitations on liability of the Escrow Agent

The duties of the Escrow Agent are only as specifically provided in this Agreement $(a)$ and it will not be liable for any error of judgment, or any act done or omitted to be done except for its own negligence or misconduct.
The Escrow Agent's determination as to whether an event or condition has occurred, $(b)$ or has been met or satisfied, or as to whether a provision of this Agreement has been complied with, or as to whether sufficient evidence of the event or condition or compliance with the provision has been furnished to it, will not subject it to any claim. liability or obligation, even if it is found that such determination was improper or incorrect, unless the Escrow Agent was negligent or guilty of misconduct in making such determination.
The Escrow Agent may rely, and will be protected in acting or refraining from acting, $(c)$ upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained in it. In particular, the Escrow Agent is not required to verify the matters referred to in, or the validity of, any

written direction in accordance with this Agreement received from the Purchaser or the Purchaser and Vendor jointly.

$12$ Escrow Agent Fees

The Escrow Agent shall be entitled to a fee of AUD \$500.00

13 General Provisions

$13.1$ Further assurance

Other than as set out in this document, each party must, at its own cost from time to time, do all things (including executing all documents) necessary to give full effect to this Agreement.

Entire understanding $13.2$

This Agreement:

contains the entire agreement and understanding between the parties on $(a)$ everything connected with the subject matter of this Agreement; and
supersedes any prior agreement or understanding on anything connected with that $(b)$ subject matter.

$13.3$ Variation

An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.

$13.4$ Waiver

A party's failure or delay to exercise a power or right does not operate as a waiver $(a)$ of that power or right.
The exercise of a power or right does not preclude either its exercise in the future $(b)$ or the exercise of any other power or right.
A waiver is not effective unless it is in writing. $(c)$
Waiver of a power or right is effective only in respect of the specific instance to $(d)$ which it relates and for the specific purpose for which it is given.

$13.5$ Costs and outlays

Each party must bear its own costs and outlays connected with the negotiation, $(a)$ preparation and execution of this Agreement.
The Purchaser must pay any stamp duty in connection with this Agreement. $(b)$

13.6 Assignment

This Agreement is not assignable by the Vendor, the Purchaser or the Escrow Agent without the prior written consent of each of the other parties.

$13.7$ Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New South Wales. All the parties irrevocably submit to the non-exclusive iurisdiction of the courts of New South Wales to support and assist any arbitration process pursuant to this Agreement, including if necessary the grant of interlocutory relief pending the outcome of that process.

13.8 Notices

A notice or other communication connected with this Agreement (Notice) has no legal effect unless it is in writing.

A party may change its address for service, facsimile number or electronic mail address by giving Notice of that change to each other party. The facsimile number and electronic mail address of the parties are:

Name:	Pitt Street Absolute Return Fund Pty Limited
Attn:	Kris Knauer
Fax no:	$\lceil \bullet \rceil$
Email:	[email protected]
Name:	Allied Resources Holdings Limited
Attn:	Justin Dibb
Fax no:	+971 043 904 224
Email:	[email protected]
Name:	Lawler Partners Pty Limited
Attn:	Vince Fayad
Fax no:	+6128346 6099
Email:	[email protected]

Counterparts $13.9$

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed counterparts transmitted by fax shall be effective as originals.

13.10 Confidentiality

The parties must not disclose the provisions of this Agreement or any matters relating to this Agreement to any person except as required by law or to the extent that the provision or matter has entered the public domain.

13.11 Time

Time is of the essence with respect to the rights and obligations pursuant to this Agreement.

Resolution of Disputes 13.12

The Vendor and the Purchaser must attempt in good faith to resolve any disputes which may arise between them in connection with this Agreement.

$|CC$

Prior Agreements $13.13$

This Agreement contains the entire terms of its subject matter between the parties and supersedes and replaces all prior negotiations agreements arrangements or understandings between the parties whether written or oral, express, or implied, all of which will be deemed to have been rescinded by mutual agreement of the parties.

$\bigvee$

Executed as an agreement

Executed by Pitt Street Absolute Return Fund Pty Ltd A.C.N 141 150 254 in accordance with Section 127 of the Corporation Act 2001:

Sole Director and Secretary

KRIS KNAUER

Name of Director (BLOCK LETTERS)

Executed by Lawler Partners Pty Limited A.C.N 147 575 095 in accordance with Section 127 of the Corporation Act 2001:

Director

Witness

Name of Director (BLOCK LETTERS) Name of Witness (BLOCK LETTERS)

Executed by Allied Resources Holdings Limited