LCL RESOURCES LIMITED — Major Shareholding Notification 2019

Aug 19, 2019

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Metminco Limited (Metminco)

ACN/ARSN

119 759 349

1. Details of substantial holder (1) Name Sandfire Resources NL ( Sandfire ) and the entities listed in Annexure ‘A’ ( Sandfire Group ) ACN/ARSN (if applicable) 105 154 185

The holder became a substantial holder on

16/08/2019

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)
Ordinaryshares	998,936,400	998,936,400	17.67%

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
Sandfire	Relevant interest under section 608(1) of the Act.	998,936,400 ordinary shares
Sandfire Group (see Annexure ‘A’)	Each entity is an associate of Sandfire and accordingly has a relevant interest under section 608(3) of the Act. (As none of these entities are entitled to be registered as holder of the shares, each entity’s ability to vote and dispose of the shares is qualified accordingly.)	998,936,400 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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Sandfire	Sandfire	Sandfire	998,936,400 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)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Sandfire	16/08/2019	Nil	Acquired via Andes Resources Ltd acquisition scheme – 25 Metminco Shares for every Andes Resources Ltd share held	504,166,675 ordinary shares
Sandfire	16/08/2019	$989,539		494,769,725 ordinary shares

603 page 2/2 15 July 2001

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
Sandfire Group (see Annexure ‘A’)	Each entity listed in Annexure ‘A’ is an associate of Sandfire pursuant to section 12(2)(a) of the Act because each of the entities is a body corporate that Sandfire controls.

7. Addresses

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

Name	Address
Sandfire	Level 2, 10 Kings Park Road, West Perth WA 6005
Sandfire Group	See Annexure ‘A’

Signature

print name Matthew Fitzgerald capacity	Company Secretary
sign here date	20/08/2019
DIRECTIONS
ber of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
stee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons
milar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the
esses of members is clearly set out in paragraph 7 of the form.
of "associate" in section 9 of the Corporations Act 2001.
of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
s of a company constitute one class unless divided into separate classes.
of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
elevant interest in.
es divided by the total votes in the body corporate or scheme multiplied by 100.
:

• (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 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) Include details of:

(7)	Include details of:
	(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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
	t d (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.’”
(9)	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 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.

SANDFIRE RESOURCES NL ACN 105 154 185

ANNEXURE ‘A’

This is Annexure ‘A’ of 1 page referred to in Form 603 (Notice of initial substantial holder), signed by me and dated 20 August 2019.

==> picture [100 x 45] intentionally omitted <==

Matthew Fitzgerald Company Secretary

Sandfire Group

Name	Address	ACN
Sandfire Resources America Inc.	10thFloor, 595 Howe Street, Vancouver, BC, Canada	N/A
	V6C2T5
Sandfire BC Holdings (Australia) Pty	Level 2, 10 Kings Park Road, West Perth WA 6005	601 379 846
Ltd
Sandfire BC Holdings Inc.	666 Burrard Street, Suite 1700 Park Place, Vancouver BC	N/A
	V6C 2X8 Canada
Sandfire (RMP) Pty Ltd	Level 2, 10 Kings Park Road, West Perth WA 6005	632 255 746
Sandfire (RMP) Inc.	9 E. Loockerman Street, Suite 311, Dover, County of Kent,	N/A
	Delaware 19901
SFR Copper & Gold Peru S.A.	Calle Los Angeles No. 325, Miraflores – Lima 18 - Peru	N/A

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