MANUKA RESOURCES LTD. — Major Shareholding Notification 2020

Jul 29, 2020

603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Manuka Resources Ltd

ACN/ARSN 611 963 225

1. Details of substantial holder (1)

Name DENNIS KARP

ACN/ARSN (if applicable)

The holder became a substantial holder on 14 / 07 / 2020

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 shares	91,814,557	91,814,557	36.82%

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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number 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)	Consideration (9)	Class and number of securities
		Cash	Non-cash
See Annexure "A"

603 Page 2 of 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
N/A

7. Addresses

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

Name	Address
See Annexure "A"

Signature

print name sign here	Dennis Karp capacity
	date / / 30 7 20

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 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:

• (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 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.

This is annexure A of 1 page referred to in the form 603 Notice of Intitial substantial holder

Signed:

==> picture [29 x 28] intentionally omitted <==

Signed:	Signed:	Signed:	Signed:	Signed:	Signed:	Signed:
Dennis Karp 3. Details of Relevant Interests Holder of Relevant Interest Nature of Relevant Interest Class and Number of Securities Dated: Dennis Karp Director and Shareholder of registered holder 91,814,557 OrdinaryShares 4. Details ofpresent Registered Holders Holder of Relevant Interest Registered Holder of Securities Person entitled to be registered as holder Dennis Karp RescapInvestments PtyLtd 30,583,174 OrdinaryShares Dennis Karp RescapProcessingProjects PtyLtd 59,690,106 OrdinaryShares Dennis Karp Cockatoo Island Iron Ore Project PtyLtd Cockatoo Island Unit Trust 1,365,376 OrdinaryShares Dennis Karp Soothgrove PtyLtd 144,260 OrdinaryShares Dennis Karp Pathold No. 53 PtyLtd Dennis Karp Super Fund 31,641 OrdinaryShares 5. Consideration Class and Number of Securities 30 July 2020
Holder of Relevant Interest	Registered Holder of Securities	Date of Acquisition	Consideration		Class and Number of Securities
Cash Non-Cash
Dennis Karp	RescapInvestments PtyLtd	25/06/2019		3,000,000	20,143,174	Ordinary Shares (issued for purchase of Mt BoppyResources)
Dennis Karp	RescapInvestments PtyLtd	13/05/2020		2,088,000	10,440,000	Ordinary Shares (debt conversion at $0.20per share)
Dennis Karp	RescapProcessingProjects PtyLtd	20/04/2016	0		59,690,106	OrdinaryShares
Dennis Karp	Cockatoo Island Iron Ore Project PtyLtd	9/08/2016	50,000		1,036,287	OrdinaryShares
Dennis Karp	Cockatoo Island Iron Ore Project PtyLtd	8/07/2020	50,000		329,089	Ordinary Shares (conversion of convertible notes)
Dennis Karp	Soothgrove PtyLtd	12/05/2020		10,423	52,114	Ordinary Shares (in lieu of cash settlement for options)
Dennis Karp	Soothgrove PtyLtd	8/07/2020	14,000		92,146	Ordinary Shares (conversion of convertible notes)
Dennis Karp	Pathold No. 53 PtyLtd	12/05/2020		6,328	31,641	Ordinary Shares (in lieu of cash settlement for options)
7. Addresses Name Address RescapInvestments PtyLtd Level 4,Grafton Bond Building,201 Kent Street SydneyNSW 2000 RescapProcessingProjects PtyLtd Level 4,Grafton Bond Building,201 Kent Street SydneyNSW 2000 Cockatoo Island Iron Ore Project PtyLtd Level 4,Grafton Bond Building,201 Kent Street SydneyNSW 2000 Soothgrove PtyLtd 34 George Street Greenwich NSW 2036 Pathold No. 53 PtyLtd 34 George Street Greenwich NSW 2036
Name	Address
RescapInvestments PtyLtd	Level 4,Grafton Bond Building,201 Kent Street SydneyNSW 2000
RescapProcessingProjects PtyLtd	Level 4,Grafton Bond Building,201 Kent Street SydneyNSW 2000
Cockatoo Island Iron Ore Project PtyLtd	Level 4,Grafton Bond Building,201 Kent Street SydneyNSW 2000
Soothgrove PtyLtd	34 George Street Greenwich NSW 2036
Pathold No. 53 PtyLtd	34 George Street Greenwich NSW 2036