NEOMETALS LTD — Major Shareholding Notification 2015

Nov 18, 2015

603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme

ACN/ARSN

Neometals Ltd

099 116 631

1. Details of substantial holder (1)

Name

REFER TO ANNEXURE ‘A’

ACN/ARSN (if applicable)

The holder became a substantial holder on 18/11/2015

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
REFER TO ANNEXURE ‘C’

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
REFER TO ANNEXURE ‘C’

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered asholder(8)	Class and number of securities
REFER TO ANNEXURE ‘C’

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
REFER TO ANNEXURE ‘B’

603 Page 2 of 2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
REFER TO ANNEXURE ‘C’

7. Addresses

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

Name	Address
REFER TO ANNEXURE ‘D’

Signature

OWN RIGHT AND AS DIRECTOR OF print name DAVID JOHN REED capacity TRUCKING NOMINEES PTY LTD AND COAL HOLDINGS PTY LTD sign here date 19/11/2015

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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

• (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) 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.

The annexure of one page marked Annexure A in Form 604, being Notice of change of interests of substantial shareholder

Name	ACN(if applicable)
David John Reed	-
Judith Mary Reed	-
Trucking Nominees Pty Ltd	008 911 233
Trucking Nominees Pty Ltd ATF DJ Reed Superannuation Fund	008 911 233
Coal Holdings Pty Ltd	113 687 737

The annexure of one page marked Annexure B in Form 604, being Notice of change of interests of substantial shareholder

Date of change	Person whose relevant interest changed	Nature of change	Consideration given/received in to change	Class and number of securities affected
18/11/2015	David John Reed	Conversion of convertible notes	$0.04 per Note	30,000,000
18/11/2015	Trucking Nominees Pty Ltd	Conversion of convertible notes	$0.04 per Note	20,000,000

The annexure of one page marked Annexure C in Form 604, being Notice of change of interests of substantial shareholder

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person's votes
David John Reed	David John Reed	David John Reed	Registered and beneficial owner	31,801,674	5.69%
Judith Mary Reed	Judith Mary Reed	Judith Mary Reed	Spouse of David John Reed	487,226	0.09%
Trucking Nominees PtyLtd	Trucking Nominees PtyLtd	Trucking Nominees PtyLtd	David John Reed has a controlling interest in Trucking Nominees PtyLtd	21,272,310	3.81%
Trucking Nominees Pty Ltd (ATF DJ Reed Super Fund)	Trucking Nominees Pty Ltd (ATF DJ Reed Super Fund)	Trucking Nominees Pty Ltd (ATF DJ Reed Super Fund)	David John Reed is a member of Superannuation Fund	10,610,049	1.90%
Coal Holdings PtyLtd	Coal Holdings PtyLtd	Coal Holdings PtyLtd	David John Reed has a controlling interest in Coal Holdings Pty Ltd	1,050,000	0.19%
Current Holding 65,221,259 11.67% Total shares on issue 559,039,983

The annexure of one page marked Annexure D in Form 604, being Notice of change of interests of substantial shareholder

Name	Address
David John Reed	19 Avonmore Terrace COTTELSOE WA 6011
Judith Mary Reed	19 Avonmore Terrace COTTELSOE WA 6011
Trucking Nominees Pty Ltd	56 Ranch Road MARIGINIUP WA 6065
Coal Holdings Pty Ltd	Suite 8, 295 Rokeby Road SUBIACO WA 6008