MANUKA RESOURCES LTD. — Major Shareholding Notification 2024

Feb 6, 2024

604 page 1/3 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme MANUKA RESOURCES LIMITED

ACN/ARSN

80 611 963 225

1. Details of substantial holder

Name JOHN ANDREW GOWANS SETON ACN/ARSN (if applicable) N/A

There was a change in the interests of the substantial holder on 7 February 2024 The previous notice was given to the company on 18 April 2023 The previous notice was dated 18 April 2023

2. Previous and present voting power

The total number of votes attached to all voting shares in the company or voting interests in the scheme that the substantial holder or an associate[(2)] had 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		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary shares	49,941,020	9.23%	49,941,020	8.07%

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 of change	Person whose relevant interest changed	Nature of change(6)	Consideration given in relation to change(7)	Class and number of securities affected	Person’s votes affected
15 DECEMBER 2022	MINVEST SECURITIES (NEW ZEALAND) LIMITED	MANUKA PLACEMENT ISSUE OF SECURITIES	N/A	ORDINARY SHARES 49,347,316	49,347,316
15 DECEMBER 2022	JOHN ANDREW GOWANS SETON	MANUKA PLACEMENT ISSUE OF SECURITIES	N/A	ORDINARY SHARES 563,424	563,424
15 DECEMBER 2022	GREGOR JOHN BARCLAY & MARIA ANNE MCELWEE TRUST A/C>	MANUKA PLACEMENT ISSUE OF SECURITIES	N/A	ORDINARY SHARES 30,280	30,280

4. Present relevant interests

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

	Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest	Class and number of securities	Person’s votes
	THE RELEVANT ENTITIES	MINVEST SECURITIES (NEW	MINVEST SECURITIES (NEW ZEALAND)	DIRECTOR of SHAREHOLDER	ORDINARY SHARES	49,347,316

604 page 2/3 July 2001

		ZEALAND) LIMITED	LIMITED	TRUST COMPANY THAT ULTIMATELY HOLDS ALL OF MINVEST’S SHARE CAPITAL AND THE MANUKA SHARES ON BEHALF OF THE FALCON RIDGE TRUST (“TRUST”). MR EGGERS, A DIRECTOR of MANUKA IS A PRIMARY BENEFICIARY OF THE TRUST	49,347,316
	THE RELEVANT ENTITIES	JOHN ANDREW GOWANS SETON	JOHN ANDREW GOWANS SETON	HELD DIRECTLY	ORDINARY SHARES 563,424	563,424
	THE RELEVANT ENTITIES	GREGOR JOHN BARCLAY & MARIA ANNE MCELWEE TRUST A/C>	GREGOR JOHN BARCLAY & MARIA ANNE MCELWEE A/C>	POTENTIAL BENEFICIARY OF TRUST	ORDINARY SHARES 30,280	30,280

5. Changes in association

The 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 voting interest in the company or scheme are as follows:

Name and ACN/ARN (if applicable) Nature of association

6. Addresses

Name	Address
MINVEST SECURITIES (NEW ZEALAND) LIMITED	LEVEL 2, 63 FORT STREET, AUCKLAND 1010, NEW ZEALAND
JOHN ANDREW GOWANS SETON	PO BOX,1908 SHORTLAND STREET, AUCKLAND 1140, NEW ZEALAND
GREGOR JOHN BARCLAY & MARIA ANNE MCELWEE	PO BOX,1908 SHORTLAND STREET, AUCKLAND 1140, NEW ZEALAND

Signature

Print name JOHN A G SETON

Capacity SUBSTANTIAL SECURITY HOLDER

Sign here ____________ Date 7 February 2024

604 page 3/3 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.