LOTUS RESOURCES LIMITED — Major Shareholding Notification 2020

Apr 23, 2020

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Lotus Resources Limited
ACN/ARSN	119 992 175
1. Details of substantial holder (1)
Name	Davey Holdings (Aus) Pty Ltd
ACN/ARSN (if applicable)	161 889 372
The holder became a substantial holder on	21/04/2020
Details of voting power 2.

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	49.099.084	49.099.084	.88%

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
See Annexure A

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
See Annexure A

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
Davey Management (Aus) Pty Ltd	112 March 2020	\$21,285.72		1,064,286 fully paid ordinary shares

Associates 6.

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
See Annexure A

$7.$ Addresses

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

Name	Address
Davey Holdings (Aus) Pty Ltd	PO Box 661 Cottesloe WA 6011
Davey Management (Aus) Pty Ltd	PO Box 661 Cottesloe WA 6011
TR Nominees Pty Ltd	250 Bay Street Brighton VIC 3186
Rory Luff	Level 30 360 Collins Street Melbourne 3000
Benjamin Kay	250 Bay Street Brighton VIC 3186
Grant Davey	PO Box 661 Cottesloe WA 6011

Signature

	print name Grant Davey	capacity	Director
sign here	$\mathbb{Z}$	date	23/04/2020

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 of an equity trust), the names could be included in an ann $(1)$ 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. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• 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. $(6)$
• 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 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
• 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 $(b)$ 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." $(8)$
• $(9)$ 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.

ANNEXURE A

This is Annexure A of 1 page referred to in Form 603 Notice of Initial Substantial Holder signed by me and dated 23 April 2020.

Print Name Signature

Capacity Date

Director
23 April 2020

$3.$ 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
Davey Holdings (Aus) Pty Ltd	Relevant interest under section 608(1)(a) of the Corporations Act as registered Holder	15,034,798 fully paid ordinary shares
Davey Management (Aus) Pty Ltd	Relevant interest under section 608(1)(a) of the Corporations Act as registered Holder	11,064,286 fully paid ordinary shares
TR Nominees Pty Ltd	Relevant interest under section 608(1)(a) of the Corporations Act as registered Holder	23,000,000 fully paid ordinary shares
Rory Luff	Relevant interest under section 608(3)(b) of the Corporations Act by having control over TR Nominees Pty Ltd holding greater 50% of the shares on issue.	23,000,000 fully paid ordinary Ishares
Benjamin Kay	Relevant interest under section 608(3)(b) of the Corporations Act by having control over TR Nominees Pty Ltd holding greater 50% of the shares on issue.	23,000,000 fully paid ordinary Ishares
Grant Davey	Relevant interest under section 608(3)(b) of the Corporations Act by having control over Davey Holdings (Aus) Pty Ltd holding greater 100% of the shares on issue. Relevant interest under section 608(3)(b) of the Corporations Act by having control over Davey Management (Aus) Pty Ltd holding greater 100% of the shares on issue.	26,099,084 fully paid ordinary Ishares

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
Davey Holdings (Aus) Pty Ltd	Davey Holdings (Aus) Pty Ltd	Davey Holdings (Aus) Pty Ltd	15,034,798 fully paid ordinary Ishares
Davey Management (Aus) Pty Ltd	(Aus) Management Davey IPty Ltd	Davey Management (Aus) Pty Ltd	11,064,286 fully paid ordinary Ishares
TR Nominees Pty Ltd	TR Nominees Pty Ltd	TR Nominees Pty Ltd	23,000,000 fully paid ordinary Ishares

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
Davey Holdings (Aus) Pty Ltd, Davey Management (Aus) Pty Ltd, Grant Davey	Association pursuant to section 12(2)(b) of the Corporations Act 2001 (Cth) (Corporations Act) by reason of proposal to move resolutions pursuant to section 249D of the Corporations Act to remove Mr Simon Andrew and Mr Tim Kestell as directors of the company and to appoint Mr Grant Davey and Mr Stuart McKenzie as directors of the company (See annexure B)
TR Nominees Pty Ltd, Rory Luff and Benjamin Kay	Association pursuant to section 12(2)(b) of the Corporations Act 2001 (Cth) (Corporations Act) by reason of proposal to move resolutions pursuant to section [249D of the Corporations Act to remove Mr Simon Andrew and Mr Tim Kestell as directors of the company and to appoint Mr Grant Davey and Mr Stuart McKenzie as directors of the company (See annexure B)

ANNEXURE B

This is Annexure B of 5 pages referred to in Form 603 Notice of Initial Substantial Holder signed by me and dated 23 April 2020.

Print Name
Signature

Capacity
Date

Director
23 April 2020

Section 249D Notices

REQUEST FOR DIRECTORS TO CALL A GENERAL MEETING PURSUANT TO SECTION 249D OF THE CORPORATIONS ACT 2001 (CTH)

• To: The Directors Lotus Resources Limited (Company) 33 Yilgarn Street Shenton Park WA 6008
• Davey Holdings (Aus) Pty Ltd ATF the Burnaford Trust From: PO Box 661 Cottesloe WA 6011

Total Shares: 15,034,798

We declare that we are members of the Company and hereby request pursuant to section 249D of the Corporations Act 2001 (Cth) that, the directors of the Company call and arrange to hold a general meeting of the Company for the purpose of considering the proposed ordinary resolutions in Schedule 1 attached.

Dated: 22 April 2020

Executed by Davey Holdings (Aus) Pty Ltd ATF the Burnaford Trust ACN 161 889 372 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of Sole Director and Company Secretary

Grant Lawrence Burnaford Davey

Name of Sole Director and Company Secretary in full

Schedule 1

Proposed Ordinary Resolutions

Resolution 1 - Election of Grant Davey as a Director $\mathbf{1}$ .

"That, Grant Davey, having consented to act, be elected as a Director of the Company."

Resolution 2 - Election of Stuart McKenzie as a Director $2.$

"That, Stuart McKenzie, having consented to act, be elected as a Director of the Company."

Resolution 3 - Removal of Simon Andrew as a Director $3.$

"That, Simon Andrew be removed as a Director of the Company with effect from the end of the meeting."

Resolution 4 - Removal of Tim Kestell as a Director 4.

"That, Tim Kestell be removed as a Director of the Company with effect from the end of the meeting."

REQUEST FOR DIRECTORS TO CALL A GENERAL MEETING PURSUANT TO SECTION 249D OF THE CORPORATIONS ACT 2001 (CTH)

• The Directors To: Lotus Resources Limited (Company) Level 1, 1202 Hay St West Perth WA 6005
• TR Nominees Pty Ltd From: 250 Bay Street Brighton VIC 3186

Total Shares: 23,000,000

I/We declare that I/we are members of the Company and hereby request pursuant to section. 249D of the Corporations Act 2001 (Cth) that, the directors of the Company call and arrange to hold a general meeting of the Company for the purpose of considering the proposed ordinary resolutions in Schedule 1 attached.

Dated: 22 April 2020

Executed by TR Nominees Pty Ltd ACN 613 716 662 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of Director

$P(Y \cap Y)$

Name of Director in full

Signature of Secretary/other Director

LUIG $OQ -$

Name of Secretary/other Director in full

Schedule 1

Proposed Ordinary Resolutions

$\mathbf 1$ . Resolution 1 - Election of Grant Davey as a Director

"That, Grant Davey, having consented to act, be elected as a Director of the Company."

Resolution 2 - Election of Stuart McKenzie as a Director $2.$

"That, Stuart McKenzie, having consented to act, be elected as a Director of the Company."

Resolution 3 - Removal of Simon Andrew as a Director $3.$

"That, Simon Andrew be removed as a Director of the Company with effect from the end of the meeting."

Resolution 4 - Removal of Tim Kestell as a Director 4.

"That, Tim Kestell be removed as a Director of the Company with effect from the end of the meeting."