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RAMELIUS RESOURCES LIMITED Major Shareholding Notification 2020

Mar 29, 2020

65718_rns_2020-03-29_32cd8b28-cabd-4eb1-9070-50e5471caf9f.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Spectrum Metals Limited (Spectrum)
ACN/ARSN 115 770 226
1. Details of substantial holder(1) Ramelius Resources Limited (Ramelius) and each of the other entities listed in Ramelius' 2019 Annual Report on
Name page 98 (as updated from time to time and available on request) (the Ramelius Group Entities).
ACN/ARSN (if applicable) 001 717 540
There was a change in the interests of thesubstantial holder on 27 /03/ 20
The previous notice was given to the companyon 26/03/20
The previous notice was dated 26/03/20

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 994,139,958 69.01% 1,026,722,707 71.27%

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 andnumber ofsecuritiesaffected Person's votesaffected
27/03/20 Ramelius andeach RameliusGroup Entity Acquisition of relevantinterests in ordinary sharesin Spectrum as a result ofacceptances of the takeoveroffers made pursuant to thebidder's statement dated 25February 2020 and anyreplacements orsupplements to it (Offer). 1 fully paid ordinary share inRamelius for every 10 fullypaid ordinary shares inSpectrum and $0.017 cash perSpectrum share, subject to theterms and conditions of theOffer 32,582,749 fullypaid ordinaryshares 32,582,749

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
Mt MagnetGold Pty Ltd Mt MagnetGold Pty Ltd Mt Magnet Gold PtyLtd Relevant interest under section 608(1)of the Corporations Act 140,043,749fully paidordinaryshares 9.72%
Rameliusand eachRameliusGroup Entity(except forMt Magnet Mt MagnetGold Pty Ltd Mt Magnet Gold PtyLtd Relevant interest under section608(3)(b) of the Corporations Act, byreason of Ramelius having control ofMt Magnet 140,043,749fully paidordinaryshares 9.72%
Gold PtyLtd)
Mt MagnetGold Pty Ltd Spectrumshareholdersto whom theOffer wasmade and whohave acceptedthe Offer Subject to the terms ofthe Offer, Mt MagnetGold Pty Ltd Relevant Interest under s608(1) and/ors608(8) of the Corporations Actpursuant to the acceptances of theOffer.The shares which are the subject ofthe acceptances have not yet beentransferred into the name of MtMagnet Gold Pty Ltd.The power of Mt Magnet Gold Pty Ltdto vote or dispose of the shares thatare the subject of the acceptances ofthe Offer is qualified since the Offerhas not been declared unconditionalandMy Magnet Gold Pty Ltd is notpresently registered as the holder ofthe shares. 886,678,958fully paidordinaryshares 61.55%
Each of theRameliusGroupEntities(other thanMt MagnetGold PtyLtd) Spectrumshareholdersto whom theOffer wasmade and whohave acceptedthe Offer Subject to the terms ofthe Offer, Mt MagnetGold Pty Ltd Relevant interest in the ordinaryshares referred to above unders608(3)(b) of the Corporations Act, byreason of Ramelius having control ofMt Magnet 886,678,958fully paidordinaryshares 61.55%

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
Each of the Ramelius Group Entities Each of the Ramelius Group Entities is a body corporate that iscontrolled by Ramelius

6. Addresses

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

Name Address
Ramelius and each of the RameliusGroup Entities Level 1, 130 Royal Street, East Perth WA 6004
Spectrum Limited Suite 2/827 Beaufort Street, Inglewood WA 6052

Signature

Richard Jones

Capacity: Company Secretary

604 page 2/2 15 July 2001

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date 30/03/2020

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.