IGO LIMITED — Major Shareholding Notification 2019

Dec 26, 2019

604 Page 1/3 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme	Panoramic Resources Limited (Panoramic)
ACN/ARSN	ACN 095 792 288
1.Details of substantial holder (1)
Name	Independence Group NL (IGO) and each of the entities listed in Annexure A (IGO Group Entities)
ACN (if applicable)	ACN 092 786 304
There was a change in the interests of	5 December 2019 – 24 December 2019
the substantial holder on
The previous notice was given to the	4 November 2019 (Form 603 – Notice of initial substantial holder)
company on
The previous notice was dated	4 November 2019

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interest in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary shares	24,920,325	3.81% (based on654,235,709 ordinaryshares on issue)	32,362,523	4.85% (based on667,217,660 ordinaryshares on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration given inrelation to change (7)	Class and numberof securities affected	Person’s votesaffected
5 December2019 – 24December2019	IGO	Acquisition of a relevant interest as a result ofacceptances of offers made under IGO’s off-market takeover bid for all of the fully paidordinary shares in Panoramic on the terms setout in IGO’s replacement bidder’s statementdated 22 November 2019 (Bidder’sStatement) (Offer).	The Offerconsideration as setout in the Bidder’sStatement, subjectto the terms of theOffer	7,442,198ordinary shares	7,442,198

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604 Page 2/3 15 July 2001

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

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4.Present relevant interestsParticulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder ofrelevant interestRegistered holder ofsecuritiesPerson entitledto be registeredas holder(8)Nature of relevant interest (6)Class andnumber ofsecuritiesPerson’s votesIGOZero Nominees Pty LtdIGORelevant interest under section 608(1) of theCorporations Act 2001 (Cth) (CorporationsAct), being a relevant interest arising throughIGO being the registered holder of the shares.24,920,325ordinary shares24,920,325IGOVarious offerees whohave accepted the OfferSubject to theterms of theOffer, IGORelevant interest under section 608(1) and/orsection 608(8) of the Corporations Act pursuantto acceptances of the Offer. The shares whichare the subject of acceptances of the Offer havenot yet been transferred from the offerees.The power of IGO to vote or dispose of theshares that are the subject of acceptances of theOffer is qualified since the Offer has not beendeclared unconditional and IGO is not presentlyregistered as the holder of the shares.7,442,198ordinary shares7,442,1985. Changes in associationThe persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to votinginterests in the company or scheme are as follows:Name and ACN (if applicable)Nature of associationN/AN/A6. AddressesThe addresses of persons named in this form are as follows:NameAddressIGO and each IGO Group EntitySuite 4, Level 5, 85 South Shore Esplanade, South Perth Western Australia 6151Zero Nominees Pty LtdLevel 18, 58 Mounts Bay Road, Perth Western Australia 6000	Holder ofrelevant interest			Registered h			Person entitledto be registeredas holder(8)	Nature of relevant interest (6)			Class andnumber ofsecurities	Person’s votes
	IGO			Zero Nominees Pty Ltd			IGO	Relevant interest under section 608(1) of theCorporations Act 2001 (Cth) (CorporationsAct), being a relevant interest arising throughIGO being the registered holder of the shares.			24,920,325ordinary shares	24,920,325
	IGO			Various offerees whohave accepted the Offer			Subject to theterms of theOffer, IGO	Relevant interest under section 608(1) and/orsection 608(8) of the Corporations Act pursuantto acceptances of the Offer. The shares whichare the subject of acceptances of the Offer havenot yet been transferred from the offerees.The power of IGO to vote or dispose of theshares that are the subject of acceptances of theOffer is qualified since the Offer has not beendeclared unconditional and IGO is not presentlyregistered as the holder of the shares.			7,442,198ordinary shares	7,442,198
Signatureprint namesign here						SCOTT STEINKRUGcapacityCHIEF FINANCIAL OFFICER
		si			gn here					date	26 December 2019

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604 Page 3/3 15 July 2001

DIRECTIONS

• (1) 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 is clearly set out in paragraph 6 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 person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 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 securities to which the qualification applies).

See the definition of ‘relevant agreement’ in section 9 of the Corporations Act 2001.

• (7) 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.

• (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) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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ASIC form 604 – Annexure A

Annexure “A”

This is Annexure “A” of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 26 December 2019

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Scott Steinkrug

Chief Financial Officer

Independence Group NL (ACN 092 786 304)

Details of IGO Group Entities –

Details of IGO Group Entities –
ENTITY	ACN
Independence Newsearch Pty Ltd	ACN 142 192 701
Independence Stockman Parent Pty Ltd	ACN 124 695 549
Independence Stockman Project Pty Ltd	ACN 124 695 567
Independence Windward Pty Ltd	ACN 158 432 270
Flinders Prospecting Pty Ltd	ACN 146 899 863
Independence Europe Pty Ltd	ACN 167 644 519
Independence Nova Holdings Pty Ltd	ACN 009 150 083
Independence Nova Pty Ltd	ACN 146 091 527
Independence Group Europe AB	N/A – entity registered in Sweden
IGO Downstream Technologies Pty Ltd	ACN 633 371 249

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