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METRO MINING LIMITED Major Shareholding Notification 2014

Mar 17, 2014

65351_rns_2014-03-17_46e39435-df79-4fa5-bb62-f1ca6e85c806.pdf

Major Shareholding Notification

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HopgoodGanim

18 March 2014

Australian Securities Exchange Company Announcement Platform By facsimile: 1300 135 638

Our Ref: 1455450 - 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 ACN 117 763 443 - On-Market Takeover Bid for Cape Alumina Limited ACN 107 817 694 - Form 604: Notice of change of Interests of Substantial Holder

We are the solicitors for MetroCoal Limited ACN 117 763 443 (Company).

The Company has today announced an on-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)(c) 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 +61 7 3024 0000 F +61 7 3024 0300

PERTH

$T + 61892118111$ 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) 117 763 443
There was a change in the interests of the
substantial holder on 18/03/2014
The previous notice was given to the company on 10/12/2013 There there is no change. This is being lodged in
_ accordance with section 6718(c) as a bidder!)
The previous notice was dated 10/12/2013 Statement for a takeover biol was lodged on 18/03/14]

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:

Class of securities (4) Previous notice . Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
16.666.667
ORD fully paid shares
16.87% 16.666.667 6.87%

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:

the substantial notice, was last required to give a substantial notarig notice to the company of soneme 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
18/03/2014 MetroCoal Limited No change - notice
being provided in
accordance with
section $671B(1)(c)$
N/A lNil ΙNΙ

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
MetroCoal
Limited
MetroCoal Limited MetroCoal Limited Holder of ORD shares 16,666,667 16.666.667

604 GUIDE page 1/1 13 March 2000

This guide does not form part of the prescribed form GUIDE and is included by ASIC to assist you in completing and lodging form 604.

Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period
Lodging Fee ΝiΙ
Other forms to be
completed
Nil
Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of
paper annexed to the form.
(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.
A copy of this notice must also be given to each relevant securities exchange.
(c) The person must give a copy of this notice:
(i)
within 2 business days after they become aware of the information; or
(ii)
by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
information if:
(A)
a takeover bid is made for voting shares in the company or voting interests in the scheme; and
(B)
the person becomes aware of the information during the bid period.
Annexures To make any annexure conform to the regulations, you must
1
2
use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
show the corporation name and A.C.N or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5 identify the annexure with a mark such as A, B, C, etc.
6 endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
7 sign and date the annexure.
The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

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
applicable)
---------
ACN/ARSN
_________
---------------------------------------
(if
-------
__
______
---------------------------------------
-------------
------
------
---------
---------------------------------------
-------
Nature of association
------
applicable
Barrows
---------------------------------------
------------- _
-----

------
______
------
______
____
__ -------
--------
------
__
_____
---------
-------
------
-----
_

_________

6. Addresses

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

Name Address
lMetroCoal Limited
------
Cnr Lytton Road and Stafford Street
East Brisbane, Queensland, 4169

---------------------------------------

Signature

print name Michael Hansel
sign here -------------
-------
--------
CONTRACTOR
--
______
_____
--
______
_____
-----
date
_____
_

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.
  • Include details of: $(6)$
  • 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
  • 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 $(b)$ 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.

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, $(7)$ 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".

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