RAMELIUS RESOURCES LIMITED — Major Shareholding Notification 2019

Jan 23, 2019

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Explaurum Limited (Explaurum)
ACN/ARSN	114 175 138
1. Details of substantial holder(1)
Name	Ramelius Resources Limited (Ramelius)
ACN/ARSN (if applicable)	001 717 540
There was a change in the interests of thesubstantial holder on	23/01/19

The previous notice was given to the company on 23/01/19

The previous notice was dated 23/01/19

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)
Fully paid ordinary shares	423,451,999	84.99%	428,368,148	85.98%

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 are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration given in relationto change (7)	Class and numberof securitiesaffected	Person's votesaffected
23/01/19	RameliusResources Limited	Acquisition of relevantinterests in fully paidordinary shares inExplaurum (ExplaurumShares) as a result ofacceptances of the takeoveroffers made pursuant toRamelius' bidder'sstatement dated 10September 2018 and anyreplacements orsupplements to it (Offer).	1 fully paid ordinary share inRamelius for every 4Explaurum Shares plus $0.02cash per Explaurum Share,subject to the terms andconditions of the Offer	4,916,149 fullypaid ordinaryshares	4,916,149

4. Present relevant interests

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

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitled to beregistered as holder(8)	Nature of relevant interest (6)	Class andnumber ofsecurities	Person's votes
RameliusResourcesLimited	Explaurumshareholders towhom the Offerwas made andwho haveaccepted theOffer	Ramelius ResourcesLimited	Relevant Interest was ss608(2)(b)(ii) ofthe Corporations Act pursuant to theacceptances of the Offer and enteringinto an agreement. The shares which arethe subject of the acceptances have notyet been transferred into the Ramelius'name.The power of Ramelius to vote ordispose of the shares that are the subjectof the acceptances of the Offer isqualified as Ramelius is not presentlyregistered as the holder of the shares.	428,368,148fully paidordinaryshares	428,368,148

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
N/A

6. Addresses

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

Name	Address
Ramelius Resources Limited	Level 1, 130 Royal Street, East Perth WA 6004
Explaurum Limited	Level 16, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000

Signature

Richard Jones

Capacity Company Secretary

sign here

print name

date 24 / 01 / 2019

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 identify 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.