HAVILAH RESOURCES LIMITED — Major Shareholding Notification 2013

Oct 14, 2013

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

First Names (Jersey) Limited (First Names) on its own behalf and on behalf of each of the companies listed in Annexure

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	13,564,339	13,564,339	11.3%

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
First Names	Pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) (Act) as First Names is the holder of the relevant shares as a result of the transactions detailed in Annexure B.	9,672,423 ordinary shares
Woolsthorpe Investments Limited (Woolsthorpe)	Pursuant to section 608(1)(a) of the Act rursually contain the holder in respect of 3,456,273 ordinary shares the relevant shares as a result of the transactions detailed in Annexure B.
First Names	Pursuant to section 608(3)(b) of the Corporations Act 2001 (Cth) (Act) as First 3,456,273 ordinary shares Names is the controller of Woolsthorpe. See above for details of relevant interests held by Woolsthorpe.
Fieldgate Holdings Limited (Fieldgate)	Pursuant to section 608(1)(b) and (c) of the Corporations Act 2001 (Cth) (Act)) in respect of shares held in the name of Albert E Sharp LLP (Albert E Sharp) as a result of of the transactions detailed in Annexure B. Albert E Sharp is the bare trustee of Fieldgate.	435,643 ordinary shares
First Names $-1$	Pursuant to section 608(3)(b) of the Corporations Act 2001 (Cth) (Act) as First Names is the controller of Fieldgate. See 435,643 ordinary shares above for details of acquisitions of relevant interests by Fieldgate.
Each First Names Group Company	Each First Names Group Company is an associate of First Names, Woolsthorpe and Fieldgate pursuant to section 12(2)(a) of the Act and has a relevant interest in all of the shares referred to above by virtue of section 608(3) of the Act.	13,564,339 ordinary 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	Registered holder of	Person entitled to be	Class and number
Interest	Securities	registered as holder (8)	of securities
First Names	First Names	First Names	9,672,423 ordinary Ishares

First Names	Woolsthorpe	Woolsthorpe	3,456,273 ordinary Ishares
First Names	Albert E Sharp	Albert E Sharp	435,643 ordinary Ishares
Woolsthorpe	Woolsthorpe	Woolsthorpe	3.456,273 ordinary shares
Fieldgate	Albert E Sharp	Albert E Sharp	435,643 ordinary shares
Each First Names Group Company	First Names, Woolsthorpe and Albert E Sharp	First Names, Woolsthorpe and Albert E Sharp	13,564,339 ordinary 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
First Names	See Annexure B.	See Annexure B.	13,564,339 ordinary shares
Woolsthorpe	See Annexure B.	See Annexure B.	3,456,273 ordinary shares
Fieldgate	See Annexure B.	See Annexure B.	435,643 ordinary shares
First Names Group Companies	See Annexure B.	See Annexure B.	13,564,339 ordinary shares

15 July 2001 page 2/2

603

6. Associates

a' Amao

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
Woolsthorpe	Controlled by First Names, has a relevant interest under section 608(3)(b) of the Act.
Fieldgate	Controlled by First Names, has a relevant interest under section 608(3)(b) of the Act.
Each First Names Group Company	Each First Names Group Company is an associate of First Names pursuant to section $12(2)(a)$ of the Act

7. Addresses

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

Name	Address
First Names	Ic/o 15 Union Street, St. Helier, Jersey, JE2 3RF
Woolsthorpe	Ic/o 15 Union Street, St. Helier, Jersey, JE2 3RF
Fieldgate	c/o 15 Union Street, St. Helier, Jersey, JE2 3RF
Each First Names Group Company	c/o 15 Union Street, St. Helier, Jersey, JE2 3RF

Signature

Rory Moriarty print name	Attorney capacity
sign here	date
	DIRECTIONS
is clearly set out in paragraph 7 of the form.	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
See the definition of "associate" in section 9 of the Corporations Act 2001.
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.
• 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
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ 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 $(a)$ 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, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ 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.

Annexure A to Form 603

First Names Group Companies

This is Annexure A referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 14 October 2013.

Rory Moriarty

Attorney

The First Names Group of companies other than First Names (Jersey) Limited

First Names (Jersey) Limited

First Names Holdings (Jersey) Limited

IFSGF (Jersey) GP Limited

IFSGF (Jersey) LP

First Names Group Limited

First Names Holdings Limited

First Names Nominees Limited

First Names Corporate Services Limited

First Names Trust Company (Channel Islands) Limited

Woolsthorpe Investments Limited

Fieldgate Holdings Limited

ĵ.

Annexure B to form 603

HAV shares acquired by First Names, Woolsthorpe and Fieldgate

This is Annexure B referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated $14$ October 2013.

Rory Moriarty Attorney

HAV shares acquired by First Names

The following table sets out the HAV shares acquired by First Names.*

Date of Acquisition	No. of shares	Manner of acquisition of shares	Purchase Price
21/03/2002	4,791,665	Off-market acquisition	AUD\$11,666.66
01/12/2004	1,470,942	Market Purchase	AUD\$379,154.34
08/12/2004	3,000,000	Market Purchase	AUD\$810,000
02/12/2011	199,999	Offer of 1 Havilah Share for every 4 Geothermal Resources Limited v/d 02.11.2011 Security conversion merger with Havilah - 5 Curnamona shares	USD\$200,987.81
02/07/2012	330,503	for 1 Havilah Share	USD\$337,227.62
10/09/2012	879,314	Issue allotment - at AUD\$0.65	AUD\$571,554.10

*Note: 1,000,000 HAV shares were sold on market on 6 August 2004 by IFG Trust (Jersey) Limited (as First Names was formerly known).

HAV shares acquired by Woolsthorpe

The following table sets out the HAV shares acquired by Woolsthorpe as registered holder.

Date of Acquisition	No. of shares	Manner of acquisition of shares	Purchase Price
20/08/2004	201,875	Market Purchase	AUD\$ 54506.25
28/02/2007	1,186,135	Take up rights	AUD\$ 1541975.50
		Corporate action $-4$ Geothermal Resource > 1 Havilah sh. v/d 02.11.2011
02/12/2011	24,999	$(10,093 + 14,906$ shares) Security conversion to 81,575	USD 25,704.17
02/07/2012	81,575	HAV Ord fully paid shares Non renounceable issue allotment of 8,158 HAV ord	USD 85,616.01
10/09/2012	8,158	shares @ AUD\$0.65 per share Non renounceable issue allotment 1:10 - 141,303 @	USD 5,487.10
10/09/2012	141,303	A\$0.65 per share Conversion of holding into legal	USD 95,040.91
9/09/2013	1,812,228	and beneficial holding**	Nil

**Note: These shares were originally held in the name of Macquarie Investment Management Limited (Macquarie) as a result of the transactions detailed in the below table. Macquarie was the bare trustee of Woolsthorpe.

The following table sets out the HAV shares acquired in the name of Macquarie Investments Management Limited as bare trustee of Woolsthorpe.

Date of Acquisition	No. of shares	Manner of acquisition of shares	Purchase Price
26/03/2002	15,000	Market Purchase	AUD 2,975
31/03/2006	20,000	Market Purchase	AUD 16,128
06/04/2006	294,627	Market Purchase	AUD 245,212.90
17/05/2006	35,000	Market Purchase	AUD 25,048.80
26/05/2006	30,000	Market Purchase	AUD 20,575
19/06/2006	30,000	Market Purchase	AUD 20,575
21/08/2006	100,000	Market Purchase	AUD 65,520
04/10/2006	50,000	Market Purchase	AUD 30,525
26/10/2006	50,000	Market Purchase	AUD 33,768
24/10/2007	7,361	Market Purchase	AUD 13,492.85
25/10/2007	2,639	Market Purchase	AUD 4,618.25
28/03/2008	30,000	Market Purchase	AUD 33,868.80
20/05/2008	20,000	Market Purchase	AUD 30,133.72
20/05/2008	20,000	Market Purchase	AUD 30,240.00
26/06/2008	15,373	Market Purchase	AUD 21,074.54
27/06/2008	15,000	Market Purchase	AUD 19,958.40
02/07/2008	20,000	Market Purchase	AUD 24,998.40
30/06/2008	15,000	Market Purchase	AUD 19,353.60
07/08/2008	20,000	Market Purchase	AUD 22,176
07/08/2008	10,000	Market Purchase	AUD 11,100
20/08/2008	2,000	Market Purchase	AUD 2,040
20/04/2012	60,000	Market Purchase	AUD 39,110.42
24/04/2012	46,530	Market Purchase	AUD 30,486.46
26/04/2012	56,750	Market Purchase	AUD 40,042.80
27/04/2012	3,250	Market Purchase	AUD 2,276.82
30/04/2012	75,000	Market Purchase	AUD 56,700
02/07/2012	91,827	Market Purchase	AUD 68,870.25
04/07/2012	2,123	Market Purchase	AUD 1,486.10
24/07/2012	10,000	Market Purchase	AUD 6,625
08/08/2012	500,000	Code conversion Code conversion	AUD 374,856.33
10/09/2012	164,748		AUD 107,086.20

HAV shares acquired by Fieldgate

The following table sets out the HAV shares acquired by Fieldgate (through Albert E Sharp LLP)

Date of Acquisition	No. of shares	Manner of acquisition of shares	Purchase Price
01/05/2012	50000	Market Purchase	GBP£24,606.50
28/06/2012	50000	Market Purchase	GBP£23,099.00
29/06/2012	50000	Market Purchase	GBP£23,199.50
18/07/2012	50000	Market Purchase	GBP£23,400.50
20/07/2012	44837	Market Purchase	GBP£19,673.96
24/07/2012	33020	Market Purchase	GBP£14,587.33
25/07/2012	50000	Market Purchase	GBP£21,867.88
30/08/2012	25000	Market Purchase	GBP£9,862.88
31/08/2012	25000	Market Purchase	GBP£9,934.25
05/09/2012	25000	Market Purchase	GBP£9,737.99
24/09/2012	32786	Issuance of 32,786	GBP£13,710.05