RESOLUTION MINERALS LTD — Major Shareholding Notification 2018

Mar 20, 2018

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Northern Cobalt Limited
ACN/ARSN	617 789 732

1. Details of substantial holder (1)

	Coolabah Group Pty Ltd, Duncan Chessell, William McKinnon-Matthews,
Name	David Rawlings, Andreyev (Adelaide) Pty Ltd and Andrea McKinnon
	Matthews
ACN/ARSN (if applicable)	Coolabah Group Pty Ltd ACN 166 770 896; Andreyev (Adelaide) Pty Ltd
	ACN 162 624 213

There was a change in the interests of thesubstantial holder on	21/03/2018
The previous notice was given to the company on	02/02/2018
The previous notice was dated	02/02/2018

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)
Ordinary shares	4,875,000	12.52%	4,875,000	10.05%
Refer Annexure A

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 ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration given inrelation to change (7)	Class and numberof securitiesaffected	Person's votesaffected
N/A	CoolabahGroup PtyLtd	Increase inissued capitalof the Company	N/A	4,875,000ordinaryshares	4,875,000
N/A	ReferAnnexure A	Refer AnnexureA	N/A	ReferAnnexure A	ReferAnnexure A

4. Present relevant interests

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

Holder ofrelevantinterest	Registered holderof securities	Person entitled to beregistered as holder(8)	Nature of relevantinterest (6)	Class and numberof securities	Person's votes
CoolabahGroup PtyLtd	CoolabahGroup PtyLtd	Coolabah GroupPty Ltd	Refer AnnexureA	4,875,000ordinaryshares	4,875,000

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	N/A

6. Addresses

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

Name	Address
Coolabah Group Pty Ltd	Level 3, 29 King William Street, Adelaide, South Australia
Refer Annexure A

Signature

print name	Duncan Chessell	capacity	Director
sign here		date	21/03/2018
		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.

Annexure A – Notice of change of interests of substantial holder Form 604 Corporations Act 2001 671B

Northern Cobalt Limited

ACN 671 789 732

This is Annexure A of 3 pages referred to in Form 604 Notice of change of interest of substantial holder signed by me and dated 21 st March 2018.

_________________ Duncan Chessell

2. Details of Voting Power

Class of securities	Number of securities	Person's votes	Present voting power
Duncan ChessellOrdinary shares	4,908,750	4,908,750	10.12%(basedon48,521,517ordinaryshares on issue)
WilliamMcKinnonMatthewsOrdinary shares	4,908,750	4,908,750	10.12%(basedon48,521,517ordinaryshares on issue)
David RawlingsOrdinary shares	4,923,750	4,923,750	10.15%(basedon48,521,517ordinaryshares on issue)
Andreyev (Adelaide) PtyLtdOrdinary shares	4,908,750	4,908,750	10.12%(basedon48,521,517ordinaryshares on issue)
AndreaMcKinnonMatthewsOrdinary shares	4,908,750	4,908,750	10.12%(basedon48,521,517ordinaryshares on issue)

3. Changes in Relevant Interests

Personwhoserelevantinterestchanged	Nature of change	Class and number ofsecurities	Person'svotesaffected
Coolabah Group Pty Ltd(Coolabah)	Increase in the issuedcapitalofNorthernCobalt Ltd.	1,365,000ordinaryshares	1,365,000
Coolabah	Increase in the issuedcapitalofNorthernCobalt Ltd.	3,510,000ordinaryshares	3,510,000

Duncan Chessell	Increase in the issuedcapitalofNorthernCobalt Ltd.	33,750 ordinary shares	33,750
WilliamMcKinnonMatthews	Increase in the issuedcapitalofNorthernCobalt Ltd.	33,750 ordinary shares	33,750
David Rawlings	Increase in the issuedcapitalofNorthernCobalt Ltd.	48,750 ordinary shares	48,750
Andreyev (Adelaide) PtyLtd	Increase in the issuedcapitalofNorthernCobalt Ltd.	33,750 ordinary shares	33,750
AndreaMcKinnonMatthews	Increase in the issuedcapitalofNorthernCobalt Ltd.	33,750 ordinary shares	33,750
DuncanChessell,WilliamMcKinnonMatthews,DavidRawlings,Andreyev(Adelaide) Pty Ltd andAndreaMcKinnonMatthews	Increase in the issuedcapitalofNorthernCobalt Ltd.	4,875,000ordinaryshares	4,875,000

4. Details of Present Relevant Interests

Holderofrelevantinterest	Registeredholderofsecurities	Person entitled to beregistered as holder	Class and number ofsecurities
Duncan Chessell	Lobuje Pty Ltd	Lobuje Pty Ltd	33,750 ordinary shares
William McKinnonMatthews	AndreaMcKinnonMatthews	AndreaMcKinnonMatthews	33,750 ordinary shares
David Rawlings	Michelle Braham	Michelle Braham	48,750 ordinary shares
Andreyev (Adelaide) PtyLtd	Andreyev (Adelaide) PtyLtd	Andreyev (Adelaide) PtyLtd	33,750 ordinary shares
AndreaMcKinnonMatthews	AndreaMcKinnonMatthews	AndreaMcKinnonMatthews	33,750 ordinary shares
DuncanChessell,WilliamMcKinnonMatthews,DavidRawlings,Andreyev(Adelaide)Pty Ltd andAndreaMcKinnonMatthews	Coolabah	Coolabah	4,875,000fullypaidordinary shares

6. Addresses

Name	Address
Duncan Chessell	567 The Parade, Magill, South Australia
William McKinnon-Matthews	29 Shelley Avenue, Fulham Gardens, South Australia
David Rawlings	27 Rudd Parade, Bridgewater, South Australia
Andreyev (Adelaide) Pty Ltd	Level 4, 29 King William Street, Adelaide, South Australia
Andrea McKinnon-Matthews	29 Shelley Avenue, Fulham Gardens, South Australia