METGASCO LTD — Major Shareholding Notification 2017

Dec 12, 2017

Corporations Act 2001

Form 604

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Metgasco Limited ( MEL )

ACN/ARSN 088 196 383

1. Details of substantial holder (1)

Name Aurora Funds Management Limited ( AFML ) as responsible entity of the Aurora Fortitude Absolute Return Fund ARSN 145 894 800 ( AFARF ), Aurora Global Income Trust ARSN 127 692 406 ( AIB ); and HHY Fund ARSN 112 579 129 ( HHY ).

ACN 092 626 885 Name Seventh Orion Pty Ltd as trustee of the Aurora Investments Unit Trust ( Seventh Orion ) ACN 613 173 238

There was a change in the interests of the substantial holder on 11 December 2017 The previous notice was given to the company on 6 October 2017 The previous notice was dated 6 October 2017

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

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 (Shares)	23,222,218	5.83%	32,692,981	8.20%

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:

s 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
23/11/2017 to 12/12/2017	AFML as responsible entity of HHY	On-market purchases	Refer Annexure “A”	9,470,763 Shares	9,470,763

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 (6)	Class and number of securities	Person’s votes
AFML as responsible entity of AFARF	BNP Paribas Nominees Pty Ltd ACN 084 150 023 AU NOMS RETAIL CLIENT\ DRP> (BNP)	BNP	Relevant interest under section 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Act), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of the securities (in its capacity as responsible entity of a managed investment scheme)	2,136,638 Shares	2,136,638
AFML as responsible entity of AIB	BNP	BNP	Relevant interest under section 608(1)(b) and/or 608(1)(c) of the Act, being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of the securities (in its capacity as responsible entity of a managed investment scheme)	2,000,000 Shares	2,000,000
AFML as responsible entity of HHY	AFML	AFML	Relevant interest under section 608(1)(b) and/or 608(1)(c) of the Act, being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of the securities (in its capacity as responsible entity of a managed investment scheme)	14,805,836 Shares	14,805,836
AFML as responsible entity of HHY	BNP	BNP	Relevant interest under section 608(1)(b) and/or 608(1)(c) of the Act, being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of the securities (in its capacity as responsible entity of a managed investment scheme)	13,750,507 Shares	13,750,507
Seventh Orion	All of the above	All of the above	Relevant interest under section 608(3)(a) of the Act, being a relevant interest in the securities in which AFML has a relevant interest because Seventh Orion has voting power above 20% in AFML	All of the above	All of the above

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 interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable

6. Addresses

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

Name	Address
AFML, AFARF, AIB, HHY	Suite 613, Level 6, 370 St Kilda Road, Melbourne VIC 3004
BNP	Level 7, 60 Castlereagh Street, Sydney NSW 2000
Seventh Orion	Suite 613, Level 6, 370 St Kilda Road, Melbourne VIC 3004

Signature

print name John Patton c apacity Director sign here date 13 December 2017

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.

Annexure A

This is page 1 of 1 Annexure A referred to in Form 604 Notice of change of interests of substantial holder, signed by me and dated 13 December 2017.

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John Patton Director

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Holder of relevant interest Date of Consideration Consideration Number of Shares
acquisition cash per non-cash per acquired
Share Share
23-Nov-17 $0.052 N/A 93,781
AFML as responsible entity 4-Dec-17 $0.051 1,157,265
of HHY
5-Dec-17 $0.051 1,105,031
6-Dec-17 $0.051 149,662
11-Dec-17 $0.0527 6,210,047
12-Dec-17 $0.0545 754,977
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