TERRACOM LIMITED — Major Shareholding Notification 2017

May 7, 2017

LIFFORD

C H A N C E

CLIFFORD CHANCE

IFVEL 7 190 ST GEORGES TERRACE PERTH, WESTERN AUSTRALIA 6000 TEL +618 9262 5555 FAX +618 9262 5522 www.cliffordchance.com

Direct Dial: +61 8 9262 5505 E-mail: tracey.renshaw@cliffordchance.com

8 May 2017

Nathan Boom Company Secretary TerraCom Limited 34 Hewitts Avenue THIRROUL NSW 2515 Facsimile: +61 2 9287 0309 Email: info@terracomresources.com By facsimile transmission and email

Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Facsimile: 1300 135 638 By facsimile transmission

Dear Sir/Madam

Substantial holding in TerraCom Limited

We enclose a Form 604 - Notice of change of interests of substantial holder for OCP Asia (Hong Kong) Limited and other entities listed in section 1 of the Form 604.

Yours faithfully

Clifford Chance

Clifford Chance Contact: Tracey Renshaw Enclosures

531354-4-297-v1.0

22-40647434

CLIFFORD CHANCE IS A LAW FIRM WITH LIABILITY LIMITED BY A SCHEME APPROVED UNDER PROFESSIONAL STANDARDS LEGISLATION.

604 page 1/2 15 July 2001

			Form 604 Corporations Act 2001 Section 671B
			Notice of change of interests of substantial holder
To Company Name/Scheme		TerraCom Limited ("TER")
ACN/ARSN		143 533 537
	1. Details of substantial holder (1)
Name			Orchard Makira Master Limited investment funds (together, the "OCP Group").	OCP Asia (Hong Kong) Limited and all its related bodies corporate and associates as investment manager of OL Master Limited and
ACN/ARSN (if applicable)		N/A
substantial holder on	There was a change in the interests of the		04/05/2017
	The previous notice was given to the company on		07/04/2017
The previous notice was dated			07/04/2017
	2. Previous and present voting power		when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:	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
	Class of securities (4)		Previous notice	Present notice

Class of securities (4)		, , , , , , , , , , , , , , , , , ,	.
	Person's votes	Voting power (5)	Person's voles	Voting power (5)
Fully paid ordinary shares	369.302.815	Approximately 13.6% I subject to the terms and conditions of warrants and botions described in the hotice dated 20/01/2016)	431 128,081	Approximately 15.9% (subject to the terms and conditions of Ivarrants and options described in the notice dated 20/01/2016 and as amended by the Amendment Letter dated 04/05/2017 (see PAnnexure A)

1. Changes in relevant interests
   Particulars of each change in, or change in the nature of, a related interest of the substantial holder or an associate in voting securities of the company or scheme, since
   the substantial

Date or change	Person whose relevant interest changed	Nature of change (6)	Consideration aiven in relation to change (7)	Class and number of securities affected	Person's votes affected
04/05/2017	OCP Group	Revised number of TER Shares which OL Master Limited has the right to be transferred under the terms and conditions of the Warrant Deed Poll (accompanying the notice of the substantial holder dated 20/01/2016 as Annexure A ) and the Subscription Deed as defined in the Warrant Deed Poll and as amended by the Amendment Letter dated 04/05/2017 (see Annexure A).	N/A	97,603,434 tully paid ordinary shares (based on current exchange rate)	97,603,434 fully paid ordinary shares (based on current exchange rate)
Various	OCP Group	Revised number of TER Shares which OL Master Limited has the right to be transferred under the terms and conditions of the Option Deed Poll (accompanying the notice of the substantial holder dated 20/01/2015 as Annexure B) as a result of a change in the exchange rate since the date of previous notice.	N/A	102.134.209 fully paid ordinary shares (based on current exchange rate)	102.134.209 (based on Current exchange rate)

1. 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	Recistered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
OCP Group	Orchard Makira Mäster Limited	Orchard Makira Master Limited	Relevant interest under section 608(1) and (3) of the Corporations Act 2001.	6,857,408 fully paid ordinary shares	6.857.408
OCP Group	Ċ1 Commodities Pte. Ltd for its nominee)	OL Master Limited has the right (upon payment of the Exercise Price as defined in the Warrant Deed Poll accompanying the notice of the substantial holder dated 20/01/2016 as Annexure A and in accordance with the terms and conditions of the Warrant Deed Poll) to be transferred TER shares on the terms and conditions of the Warrant Deed Poll and the Subscription Deed as defined in the Warrant Deed Poll and as amended by the Amendment Letter dated 04/05/2017 (see Annexure A).	Relevant interest under section 608(8) and (3) of the Corporations Act 2001 pursuant to the terms and conditions of a Warrant Deed Poll.	97,603,434 fully paid ordinary shares (based on current exchange rate)	97,603,434 (based on current exchange (ste)
OCP Group	Rastas Limited for its! nominee)	OL Master Limited has the right (upon payment of the Exercise Price and in accordance with the terms and conditions of the Option Deed Poll accompanying the notice of the substantial holder dated 20/01/2016 as Annexure B) to be transferred TER shares on the terms and conditions in the Option Deed Poll.	Relevant interest under section 608(8) and (3) of the Corporations Act 2001 pursuant to the terms and conditions of an Option Deed Pall.	102.134,209 fully paid ordinary shares (based on current exchange rate)	102.134.209 (based on current exchange rate)
OCP Group	OL Master Limited	OL Master Limited	Relevant interest under section 608(1) and (3) of the Corporations Act 2001.	224.533.029 fully paid ordinary shares	224.533.029

604 nage 2/2 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 fo

Name and ACN/ARSN (if applicable)	Nature of association
------- ---------
N/A	NIA

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

Name	Address
OL Master Limited	ha/F Shanghal Commercial Bank Tower, 12 Queen's Road, Central, Hong Kong
Orchard Makira Master Limited	h4/F Shanghai Commercial Bank Tower, 12 Queen's Road, Central, Hong Kong
OCP Asia (Hong Kong) Limited	h4/F Shanghai Commercial Bank Tower, 12 Queen's Road, Central, Hong Kong

Signature

DIRECTIONS

• 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 ann $(1)$
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" In sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• 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 statemen $(a)$
• (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
• 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 m $(7)$

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". $\left( 0 \right)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

An xure A

This is the Annexure of ⁷ EMags midd Annexure ^A refbred to in Form ⁶⁰⁴ - Notice of change ofinterests ofsubstanfial holder.

The enclosed document is atrue copy oftbe Amendment Letter dated 4 May 2017 between Cl Commodities Pte. I*L and OL Maier Thnite,1

N=me: Call b, Sr' i* Authorised Signatory Date: F.T./7-

EXECUTION VERSION

$To:$ OL Master Limited (the "Sole Noteholder")

Date: -April 2017

$4^m$ may

Dear Sirs,

Amendment Letter

We refer to the warrant deed originally dated 23 May 2014 granted by C1 Commodities Pte. Ltd. ("C1C") in favour of each person who is from time to time a Warrantholder (at the date of this letter, the Sole Noteholder) (the "Warrant Deed").

Unless defined in this letter or the context otherwise requires, a term defined in the Note Trust Deed (including by incorporation) or the Warrant Deed (as defined in the Note Trust Deed) has the same meaning in this letter.

Clauses 1.2 (Headings), 1.3 (References to certain general terms) and 1.4 (Business Day) of the Warrant Deed will apply as if incorporated in this letter as if all references in such clauses to the Warrant Deed were a reference to this letter.

$1.$ BACKGROUND

• The Company has failed in its obligation to maintain sufficient collateral cover in $(a)$ respect of the Notes pursuant to its obligation under Clause 7.2 (Security maintenance) of the Note Trust Deed and has requested a waiver in respect of that breach pursuant to a waiver letter dated on the date of this letter between the Company and the Note Trustee (acting on behalf of the Beneficiaries, including the Sole Noteholder) (the "Waiver Letter").
• $(b)$ In consideration for the waiver requested by the Company pursuant to the Waiver Letter, C1C intends to make certain amendments to the Warrant Deed, including amending the Conversion Price and extending the Exercise Period. Such amendments will be conditional upon the Sole Noteholder (as Warrantholder) obtaining any approvals it considers necessary (at its sole discretion) from the Foreign Investment Review Board ("FIRB").

$2.$ AMENDMENTS TO THE WARRANT DEED

On and from the date that the Sole Noteholder confirms to C1C in writing that it has received any such approval(s) from FIRB that it deems necessary in relation to the amendments contemplated in this paragraph (such approval(s) to be in a form and substance satisfactory to the Sole Noteholder) (the "Effective Date"), in consideration of the Note Trustee granting the waiver request pursuant to the terms and conditions of the Waiver Letter, CIC agrees to amend the terms of the Warrant Deed as follows:

• $(a)$ in clause 1.1 (Definitions) of the Warrant Deed, in the definition of "Warrant Period" the number "36" shall be deleted and replaced with the number "60", such that the end of the Exercise Period shall be extended to 23 May 2019; and
• $(b)$ in paragraph 1.1(b) (Exercise Price) of schedule 2 (GUF Shares Warrant Conditions) to the Warrant Deed, the words "A\$0.08" in the line commencing "C=" shall be deleted and replaced with the words "A\$0.032".

For the avoidance of doubt, the condition to the occurance of the Effective Date is for the sole benefit of the Sole Noteholder.

UNDERTAKINGS $3.$

On the Effective Date, in consideration of the Note Trustee granting the waiver request pursuant to the terms and conditions of the Waiver Letter, C1C undertakes to the Sole Noteholder (the "Undertakings") to:

• issue a new Warrant Certificate to the Sole Noteholder (as Warrantholder) $(a)$ reflecting the new lapse date of 23 May 2019; and
• $(b)$ update the Register to reflect that the period of conversion is any time between the date of certificate grant and 60 months after issue.

CONFIRMATIONS 4.

C1C confirms to the Sole Noteholder that:

• $(a)$ it acknowledges, consents to and agrees to the matters set out in this letter;
• that all obligations and liabilities owed by it under or in connection with the C1 $(b)$ Guarantee, Original Issuer Guarantee and the Note Trust Deed (as relevant)

remain in full force and effect notwithstanding the waivers and other matters set out in this letter:

• each Encumbrance created or expressed to be created by it shall remain in full $(c)$ force and effect notwithstanding the waivers and other matters set out in this letter; and
• each Encumbrance created or expressed to be created by it continues to secure the $(d)$ Secured Moneys (as defined in the Security to which it is party) under the Transaction Documents.

including in each case as modified or supplemented by this letter.

5. MISCELLANEOUS

• $(a)$ This letter shall not be construed as (i) amending the terms of any Transaction Document or (ii) prejudicing or waiving any right, power or remedy of the Note Trustee, any Beneficiary or a Warrantholder under any Transaction Document, other than as expressly set out in paragraph 2 (Amendments to the Warrant Deed) above.
• $(b)$ Once this letter is signed by all parties to it, C1C agrees, within twenty (20) Business Days' of a demand by the Sole Noteholder, to pay to the Sole Noteholder the amount of all costs and expenses (including legal fees) reasonably incurred by the Sole Noteholder in connection with the negotiation, preparation and execution of this letter or the Undertakings contained in this letter.
• $(c)$ The representations and warranties given under clause 4 (Representations and warranties) of the Original Issuer Guarantee are deemed to be made by C1C (by reference to the facts and circumstances then existing) to each Note Party on:
• $(i)$ the date of this letter; and
• $(ii)$ the Effective Date.

and references to "this deed" in those representations should be construed as references to this letter.

$(d)$ The representations and warranties given under each Security to which C1C is a party are deemed to be repeated by each of them (as relevant, by reference to the facts and circumstances then existing) to each Note Party on:

• $(iii)$ the date of this letter; and
• $(iv)$ the Effective Date,

and references to "this deed" in those representations should be construed as references to this letter.

FURTHER ASSURANCE, COUNTERPARTS AND GOVERNING LAW 6.

• $(a)$ C1C agrees that it shall, at its own cost and expense, promptly do all acts and execute all documents as may be necessary or desirable to give effect to this letter and the transactions and agreements contemplated herein.
• This letter may be executed in any number of counterparts and this has the same $(b)$ effect as if the signatures on the counterparts were on a single copy of this letter.
• This letter shall be governed by the laws of New South Wales and upon execution $(c)$ by CIC shall take effect as a deed poll for the benefit of the Sole Noteholder.

)
)
)

$\mathcal{E}$

Yours faithfully

The COMMON SEAL of C1 COMMODITIES PTE. LTD. was affixed hereto in accordance with its Articles of Association

. . . . . . . . . . . . . . . . . . . .

Signature of director

Craig Andrew Wallace

...................................... Name of director (block letters)

Bolvit Syli

Signature of director/ secretary/ authorised signatory

$BALJIT$ $S/NGM$

Name of director/ secretary/ authorised signatory

For and on behalf of OL MASTER LIMITED

حتتن ferdet By: Almand

Title: Authorised Signatory