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MAMBA EXPLORATION LIMITED Major Shareholding Notification 2021

Feb 9, 2021

65279_rns_2021-02-09_70d0af07-8b94-4965-8a02-eaec7fef9bb4.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme MAMBA EXPLORATION LIMITED (M24) ACN/ARSN ACN 644 571 826

1. Details of substantial holder (1) Name Mining Equities Pty Ltd, Sarag Pty Ltd, Rob Jewson, Peter Gianni and Jessica Cooke ACN / ARSN (if applicable)

The holder became a substantial holder on

03/02/2021

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 ofsecurities (4) Numberofsecurities Persons’ votes (5) Voting power(6)
Fully paid ordinary
shares
6,466,667 6,466,667 10.61%

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:

Holderof relevantinterest Nature of relevantinterest (7) Class andnumberofsecurities
Mining Equities Pty Ltd Registered Holder 3,266,667 ordinary shares
SaragPtyLtd RegisteredHolder 3,200,000 ordinary shares
Robert Jewson Relevant interest under section
608(3)(a) of the Corporations Act by
having voting power of above 20% in
Mining Equities Pty Ltd
Relevant Interest under section
608(3)(b) of the Corporations Act by
having control over Mining Equities
holding 50% of the shares on issue.
Relevant Interest under section
608(3)(a) of the Corporations Act by,
together with Jessica Cooke, having a
voting power of above 20% in Sarag
PtyLtd
6,466,667 ordinary shares
Jessica Cooke Relevant Interest under section
608(3)(a) of the Corporations Act by,
together with Rob Jewson, having a
voting power of above 20% in Sarag
PtyLtd
3,200,000 ordinary shares
Peter Gianni Relevant interest under section
608(3)(a) of the Corporations Act by
having voting power of above 20% in
Mining Equities Pty Ltd
Relevant Interest under section
608(3)(b) of the Corporations Act by
having control over Mining Equities
holding 50% of the shares on issue.
Relevant Interest under section
608(3)(a) of the Corporations Act by
having a voting power of above 20% in
SaragPtyLtd
6,466,667 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 asholder(8)
Class and number of
securities
Mining Equities Pty Ltd Mining Equities Pty
Ltd
Mining Equities Pty Ltd 3,266,667 ordinary shares
SaragPtyLtd RegisteredHolder SaragPtyLtd 3,200,000 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
ofsecurities
Cash Non-cash
Mining Equities Pty Ltd 03/02/2021 - Shares issued as
consideration shares
pursuant to the
Tenement Sale
Agreement dated 25
November 2020
between Ashburton
Metals Group Pty
Ltd and Worthy
Exploration PtyLtd
3,266,667 ordinary
shares
Sarag Pty Ltd 03/02/2021 - Shares issued as
consideration shares
pursuant to the
Tenement Sale
Agreement dated 23
October 2020
between Sarag Pty
Ltd and Worthy
Exploration PtyLtd
3,200,000 ordinary
shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name andACN/ARSN(ifapplicable) Nature ofassociation
Rob Jewson and Jessica Cooke Rob Jewson and Jessica Cooke are associates pursuant to
section 12(2)(c) ofthe CorporationsAct

7. Addresses

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

Name Address
MiningEquitiesPtyLtd Suite20, 513Hay St, Subiaco,WA, 6008
SaragPtyLtd Level3, Central Park,152-158 St GeorgesTerracePerth WA6000
PeterGianni POBox8223,Hannans,WA, 6433
Robert Jewson Suite20, 513Hay St, Subiaco,WA, 6008
Jessica Cooke Suite 20, 513 Hay St, Subiaco, WA, 6008

Signature

Mr Robert Jewson

print name Director of Mining Equities

==> picture [66 x 28] intentionally omitted <==

sign here

capacity Person authorised to sign this form on behalf of each substantial shareholder named in this form. date 09/02/2021

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 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 A.

  • (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:

  • 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”. (9) 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.