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METRO MINING LIMITED Major Shareholding Notification 2014

Sep 14, 2014

65351_rns_2014-09-14_60361409-d62b-48a1-a4e1-1cbb7d9b3793.pdf

Major Shareholding Notification

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HopgoodGanim

15 September 2014

Australian Securities Exchange Company Announcement Platform

By facsimile: 1300 135 638

Our Ref: 1486646 - Katherine Hammond

This electronic transmission is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone, return the original electronic transmission to us at the address below by post and delete or destroy any electronic or other copies. Thank you.

Dear Sir/Madam

MetroCoal Limited - Off-market takeover bid for Cape Alumina Limited (Cape) - Form 604: Notice of Change of Interests of Substantial Holder

We are the solicitors for MetroCoal Limited (Company) in relation to its off-market takeover bid for all of the fully paid ordinary shares in Cape Alumina Limited ACN 107 817 694 (Cape or Target) which are not already held by the Company (or its Associates) under Part 6.5 of the Corporations Act 2001 (Cth) (Corporations Act) (Takeover Bid).

Please find attached in accordance with Section 671B(1)(b) of the Corporations Act, ASIC Form 604 "Notice of change of interests of substantial holder" for the Company.

Yours faithfully

HopgoodGanim

Contact Katherine Hammond Associate T 07 3024 0343 F 07 3024 0043 E [email protected]

Partner responsible: Michael Hansel

BRISBANE

Level 8, Waterfront Place 1 Eagle Street Brisbane Qld 4000 Australia

PO Box 7822, Waterfront Place Brisbane Qld 4001 Australia

ABN: 54 105 489 661

BRISBANE

$T + 61730240000$ F +61 7 3024 0300

PERTH

T +61 8 9211 8111 F +61892261696

www.hopgoodganim.com.au

Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme CAPE ALUMINA LIMITED
ACN/ARSN 107 817 694
1. Details of substantial holder (1)
Name METROCOAL LIMITED
ACN/ARSN (if applicable) ACN 117 763 443
There was a change in the interests of the
substantial holder on 12/09/2014
The previous notice was given to the company on 19/08/2014

2. Previous and present voting power

The previous notice was dated

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:

19/08/2014

Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
ORD
_________
138 862 510
_________
.23% 141.936.929 58.49%
___

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
03 September
lto 12
September
2014
MetroCoal Limited lAcquisition of
relevant interest in
ordinary share
Ipursuant to
lacceptances of the
ltakeover bid bv
MetroCoal under the
Bidder's Statement
dated 19 August
2014 ("Offer")
1 MetroCoal fully paid
ordinary share given for
jevery 1.3 CapeAlumina fully
paid ordinary shares
3,074,419 ORD 3.074.419

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
IMetroCoal
Limited
IMetroCoal Limited MetroCoal Limited Registered Owner 138.862.51 0ORD 138,862,510
MetroCoal
Limited
shareholders
lVarious
lwho.
have
the Offer
accepted MetroCoal Limited Relevant interest pursuant
to acceptance of the Offer
3,074,419 ORD 3,074,419

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
۱ linahla
.
----
(if
`N/ARSN
А١
________
.
Nature of association
'N/A
$\overline{\phantom{000000000000000000000000000000000000$
. N/A
--------------------------------------
____
.
_________
-----

6. Addresses

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

_________
Name

-------
dress
_____
Car Lytton Road and Stafford Street, East Brisbane, QLD 4169
.
A contract of the state of the state
.
---------------------------------------

Signature

print name KATHOLINE HAMMOND capacity Under power of attorney
from MetroCoal Limited
sign here (Alauna) date 15/09/14
and the second company of the company of the company of the company of the company of the company of the company

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 $(1)$ 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.
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
  • $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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 on 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",

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$