TASMAN RESOURCES LTD — Major Shareholding Notification 2023

Dec 5, 2023

==> picture [212 x 81] intentionally omitted <==

ACN 009 253 187

AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT

6 December 2023

CONVERSION OF PARTIAL DEBT TO SECURITIES IN EDEN

Further to Tasman Resources Ltd’s (“Tasman”) announcements on 19 July 2023 and the announcements cross-released by Eden Innovations Ltd (“Eden”) on 31 August 2023, Eden has issued 293,333,333 Ordinary Shares and 146,666,667 EDEOD Quoted Options to Noble Energy Pty Ltd (“Noble”) (a wholly owned subsidiary of Tasman) in part satisfaction of the debt owed by Eden to Noble .

On 31 August 2023, Eden announced a placement to raise $1.1m at an issue price of $0.003 per ordinary fully paid share (“Share”) with one free attaching option per two Shares issued (later quoted on the ASX as EDEOD options) (“Placement”). As part of the Placement, and consistent with the Eden’s mandate with the broker appointed to facilitate the Placement, Noble committed to converting $1.2 million (“the Conversion Sum”) of its existing loan to Eden into Shares with free attaching EDEOD Options, to be issued at the same price per Share and on the same terms as the Shares and EDEOD Options were issued under the Placement (one free EDEOD Option for every two Shares issued), subject to approval of Eden’s shareholders.

The conversion of the Conversion Sum owed by Eden to Noble will take place in two tranches (each subject to separate approval by Eden’s shareholders):

• (a) initially the sum of $880,000 (“Tranche 1 Debt Conversion”); and

• (b) only after the conversion of a further $320,000 of the Noble loan into Shares and attaching EDEOD Options will be exempt under item 9 of the table in s.611 of the Corporations Act 2001 (“Act”) (as it pertains to Eden) and subject to and conditional upon the conversion not contravening s.606 of the Act, the balance $320,000 will be converted not earlier than six months after the Tranche 1 Debt Conversion has been completed (“Tranche 2 Debt Conversion”).

The Tranche 1 Debt Conversion was approved at Eden’s Annual General Meeting on 30 November 2023, and 293,333,333 Shares and 146,666,667 EDEOD quoted options were subsequently issued by Eden to Noble in satisfaction of $880,000 of the loan amount. The Tranche 2 Debt Conversion is conditional upon it being approved by Eden’s shareholders at a future Eden general meeting.

The substantial shareholder notice attached to this announcement was lodged with Eden and reflects the updated voting rights associated with Tasman’s indirect interest in Eden.

Jamie Scoringe

Company Secretary

Level 15, 197 St George’s Terrace, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Email: mailroom@tasmanresources.com.au

1423933v1

604 Page 1 of 2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Eden Innovations Ltd

ACN/ARSN 109 200 900

1. Details of substantial holder (1)

Name Noble Energy Pty Ltd

ACN/ARSN (if applicable)

115 057 586

There was a change in the interests of the substantial holder on

substantial holder on 01 / 12 / 2023 The previous notice was given to the company on 25 / 01 / 2023 The previous notice was dated 25 / 01 / 2023

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:

ompany 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	847,110,863	28.898	1,140,444,196	31.1

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 of	Person whose	Nature of change (6)	Consideration given	Class and number	Person's votes
change	relevant interest		in relation to change	of securities	affected
	changed		(7)	affected
		Partial
01/12/2023	Noble	satisfaction	$880,000	293,333,333	293,333,333
		of debt

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Noble	Noble Energy P/L	Noble	Holder	1,140,444,196	1,140,444,196

604 Page 2 of 2 15 July 2001

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
Noble Energy Pty Ltd	Level 15, 197 St Georges Terrace, PERTH WA 6000

Signature

print name sign here	Jamie Scoringe capacity Company Secretary
	date 01/12/2023

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.