TERRA METALS LIMITED — Director's Dealing 2015

Aug 5, 2015

ASX Announcement

CHANGE OF DIRECTOR’S INTEREST PURSUANT TO FAMILY COURT ORDERS

Paringa Resources Limited (“ Paringa ” or “ Company ”) advises that in accordance with orders of the Family Court of Western Australia, Mr Anastasios Arima, Director of the Company, has transferred 1,920,000 shares in the Company off-market as part of the full and final settlement of his divorce proceedings. Attached is a Change of Director’s Interest Notice and a Notice of Change of Interests of Substantial Holder for Mr Arima.

For further information contact:

David Gay Nathan Ainsworth Chief Executive Officer Business Development

==> picture [594 x 211] intentionally omitted <==

==> picture [594 x 211] intentionally omitted <==

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Paringa Resources Limited ABN 44 155 933 010

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Anastasios ARIMA
Date of last notice	11 September 2014

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Moshos Family Investments Pty Ltd (Director)
Date of change	30 July 2015
No. of securities held prior to change	14,825,000 Ordinary Shares
Class	Ordinary Shares
Number acquired	Nil
Number disposed	1,920,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil – transferred in accordance with orders of the Family Court of Western Australia as part of the full and final settlement of Mr. Arima’s divorce proceedings.
No. of securities held after change	12,905,000

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Off-market transfer in accordance with orders of the Example: on-market trade, off-market trade, exercise of Family Court of Western Australia as part of the full options, issue of securities under dividend reinvestment plan, participation in buy-back and final settlement of Mr. Arima’s divorce proceedings.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

604 Page 1 of 3 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme PARINGA RESOURCES LIMITED

ACN/ARSN

155 933 010

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

MOSHOS FAMILY INVESTMENTS PTY LTD

154 056 194

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

28/07/2015

The previous notice was given to the company on 11 / 09 / 2014 The previous notice was dated 11 / 09 / 2014

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	14,825,000	10.78%	12,905,000	8.47%

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 change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
28/07/2015	MOSHOS FAMILY INVESTMENTS PTY LTD	DECREASED % INTEREST DUE TO SHARE PLACEMENT	NIL	NIL	NIL
30/07/2015	MOSHOS FAMILY INVESTMENTS PTY LTD	OFF MARKET TRANSFER PURSUANT TO ORDERS OF FAMILY COURT	NIL	1,920,000	1,920,000

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
MOSHOS FAMILY INVESTMENTS	MOSHOS FAMILY INVESTMENTS	MOSHOS FAMILY INVESTMENTS PTY LTD	OWNER	ORDINARY 12,905,000	12,905,000

604 Page 2 of 3 15 July 2001

PTY LTD PTY LTD

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

NOT APPLICABLE

6. Addresses

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

Name	Address
MOSHOS FAMILY INVESTMENTS PTY LTD	PO BOX 1397, WEST PERTH, WA 6872

Signature

re
print name sign here	ANASTASIOS ARIMA capacity DIRECTOR
	date 05/08/2015

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.

604 Page 3 of 3 15 July 2001

• (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.