MIRAMAR RESOURCES LIMITED — Major Shareholding Notification 2023

Jun 28, 2023

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme	Miramar Resources Limited (ASX:M2R)
ACN/ARSN	635 359 965

1. Details of substantial holder (1)

Name XGS Pty Ltd <Hensman Investment A/C> and XGS Pty Ltd <Kelly S/F A/C> (together XGS Pty Ltd )

ACN/ARSN (if applicable) 138 506 733

There was a change in the interests of thesubstantial holder on	29/06/2023
The previous notice was given to the company on	16/05/2023
The previous notice was dated	16/05/2023

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)	PreviousPerson’s votes	PreviousPerson’s votes	noticeVoting power (5)	PresentPerson’s votes	PresentPerson’s votes	noticeVoting power (5)
Fully paid ordinary shares	9,001,411		11.20%	9,001,411		9.74%
(ORD)

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	Nature of	Consideration given	Class and number of	Person’s votes affected
	relevant interest	change (6)	in relation	securities affected
	changed		to change (7)
29/06/2023	XGS Pty Ltd	Dilution of voting power	Not applicable	9,001,411 ORD	9,001,411 ORD
		due to issue of shares by
		M2R

4. Present relevant interests

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

Holder of	Registered	Person entitled	Nature of	Class and number of	Person’s votes
relevant interest	holder of	to be registered	relevant	securities
	securities	as holder (8)	interest (6)
XGS Pty Ltd	XGS Pty Ltd	XGS Pty Ltd	A relevant interest arising	5,200,080 ORD	5,200,080 ORD
<Hensman	<Hensman	<Hensman	pursuant to section 608(1)(a) of
Investment A/C>	Investment A/C>	Investment A/C>	the Corporations Act by virtue
			of being the registered holder of
			the Shares
XGS Pty Ltd	XGS Pty Ltd	XGS Pty Ltd	A relevant interest arising	3,801,331 ORD	3,801,331 ORD
<Kelly S/F A/C>	<Kelly S/F A/C>	<Kelly S/F A/C>	pursuant to section 608(1)(a) of
			the Corporations Act by virtue
			of being the registered holder of
			the Shares

604 page 2/2 15 July 2001

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
XGS Pty Ltd	PO Box 2136, Como WA 6152

Signature

print namesign here	Allan KellycapacityDirector
	date29 June 2023

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.