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RAND MINING LIMITED Major Shareholding Notification 2018

Nov 27, 2018

65721_rns_2018-11-27_e542b8ed-ed35-47c3-983e-9e1f4a6bc27f.pdf

Major Shareholding Notification

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Form 605

Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder

To Company Name/Scheme Tribune Resources Limited
ACN/ARSN 009 341 539
1.
Details of substantial holder (1)
Name Rand Mining Limited
ACN/ARSN (if applicable) 004 669 658
The holder ceased to be a substantial holder
on
The previous notice was given to the
company on
26/11/2018
01/10/2014
The previous notice was dated 01/10/2014

$2.$ Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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
relevant interest
changed
Nature of change (4) Consideration given
in relation to change
(5)
Class $(6)$ and number
of securities affected
Person's votes
affected
26/11/2018 Rand Mining
Limited
Refer to Annexure A Refer to Annexure A Refer to Annexure A Refer to Annexure A

$3.$ Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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 N/A

$\overline{\mathbf{4}}$ Addresses

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

Name Address
Rand Mining Limited Suite G1, 49 Melville Parade, South Perth WA 6151

Signature

print name Roland Berzins capacity Secretary
sign here yer date $\sqrt[3]{8}$ / 11 / 2018
2328177-v4\MELDMS

This is the Annexure A of 1 page referred to in the accompanying Form 605.

(signature)

Roland Berzins

Annexure A

Details of changes in relevant interests

  • By way of background, Rand Mining Limited (Rand) held 13,128,904 ordinary shares in Tribune Resources 1. Limited (Tribune), being approximately 26.15% of Tribune's issued share capital, as set out in Rand's most recent substantial shareholder notice Form 604 dated 1 October 2014.
  • On 13 May 2016, Rand purchased 31,615 ordinary shares in Tribune for a consideration of \$199,174.50, $2.$ bringing Rand's holding to a total of 13,160,519 shares being approximately 26.32% of Tribune's issued share capital. This purchase represented a less than 1% increase in Rand's holding and hence did not require a notification of change of interest to be lodged at that time. Hence, this is noted for the sake of completeness.
  • On 26 November 2018, orders made by the Takeovers Panel on 21 November 2018 (Divestment Orders) $3.$ determining that 12,025,519 of Rand's shares in Tribune (Sale Shares) were to be vested in ASIC to sell and to be held on trust for Rand pending such sale took effect. Rand has taken steps to put the Divestment Orders into effect such that Rand is no longer registered as the holder of the Sale Shares. Accordingly, due to section 608(1) of the Corporations Act, Rand does not have a relevant interest in the Sale Shares. As a consequence of the Divestment Orders, Rand has ceased to have a substantial shareholding interest in Tribune.
  • For the sake of completeness, Rand notes that the remaining 1,135,000 of Rand's shares in Tribune $\overline{4}$ (representing a 2.26% interest in Tribune's issued share capital) were acquired by Rand in January 2014 prior to the date of Rand's most recent substantial shareholder notice Form 604 described above (Void Shares). The Void Shares were not subject to the Divestment Orders. Details of the Void Shares are set out in the following table.
Date of purchase Number of shares
2 January 2014 592,000
2 January 2014 408,000
10 January 2014 68,000
10 January 2014 67,000

The purchases by Rand of the Void Shares are void due to section 259C of the Corporations Act as Rand was a subsidiary of Tribune at the time of purchase by Rand of the Void Shares. The Void Shares are not in the current control of Rand, which intends to seek a court order to clarify the position to enable them to be sold and for the proceeds of sale to be distributed to Rand.

Accordingly, Rand has ceased to hold a more than 5% relevant interest in Tribune shares. 5.