TERRACOM LIMITED — Major Shareholding Notification 2017

Apr 6, 2017

LIFFORD

CHANCE

CLIFFORD CHANCE

LEVEL 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 5504 E-mail: paul.vinci@cliffordchance.com

7 April 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 Chare

Clifford Chance Contact: Paul Vinci Enclosures

531354-4-291-v1.0

22-40647434

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		OCP Asia (Hong Kong) Limited and all its related bodies corporate and associates as investment manager of OL Master Limited and Orchard Makira Master Limited investment funds (together, the "OCP Group").
ACN/ARSN (if applicable)	NA.
There was a change in the interests of the substantial holder on		Verious
The previous notice was given to the company on		02/02/2016
The previous notice was dated		02/02/2016
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:
		Constante and an	Massachus and an

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	375.983.940	Approximately 16.1% I subiect to the terms and conditions of warrants and polions described in the notice dated 20/01/2016)	369.302.815	Approximately 13.6% I subject to the terms and conditions of warrants and options described in the notice dated 20/01/2016)

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 voling securities of the company or scheme, since the substantial
   

Date of change	Person whose relevant meresi changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
06/09/2016	OCP Group	Dilution of shareholding due to placement of ordinary shares on 06/09/2016	N/A	N/A	N/A
30/11/2016	OCP Group	On-market purchase	AUD 0.0363 per share	405,205 fully paid ordinary shares	405.205
01/12/2016	OCP Group	On-market purchase	AUD 0.036 peri share	110,000 fully paid ordinary shares	110,000
02/12/2016	OCP Group	On-market purchase	AUD 0.036 per share	110,000 fully paid ordinary shares	110.000
05/12/2016	OCP Group	On-market purchase	AUD 0.035 per share	50,000 fully paid ordinary shares	50,000
30/12/2016	OCP Group	On-market burchase	AUD 0.0278 per share	2.368.445 fully paid ordinary shares	2 368,445
Vanous	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 A1 and the Subscription Deed as defined in the Warrant Deed Poll as a result of a change in the exchange rate since the date of previous notice.	N/A	38.138.951 fully paid ordinary shares (based on current exchange rate)	38.138.951 (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 20/01/2016 as Annexure B) as a result of a change in the exchange rate since the date of previous notice.	N/A	99.773.427 fully paid ordinary shares (based on current exchange rate)	99.773.427 fbased 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	Registered holder of	Person entitled to be registered as holder (8)	Nature of relevant	Class and number of securities	Person's votes
interest	securities		interest (6)
OCP Group	Orchard Makira Master Limited	Orchard Makira Master Limited	Relevant interest under section 608(1) and (3) of the Corporations Act ] 2001.	6,657,406 tully paid ordinary shares	6,857,408
OCP Group	C1 Commodities Pie. Lid (or 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 Pol.	Relevant interest under section 608(8) and (3) of the Corporations Act I 2001 pursuant to the terms and conditions of a Warrant Deed Poll.	38.138.951 fully paid ordinary shares (based on current exchange rate)	38.138.951 (based on current exchange rate)
OCP Group	Rastas Limitedi (or its nominee)	OL Master Limited has the right (upon the Exercise Price and in accordance with the terms and conditions of the Option Deed Poli 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 I section 608(8) and (3) of the Corporations Act ] 2001 pursuant to the terms and conditions of an Option Deed Poll.	99.773.427 fully paid ordinary shares (based on current exchange rate)	99,773.427 (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	224,533.029 fully paid proinary shares	224.533.029

6. Addresses Signature	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: N/A The addresses of persons named in this form are as follows: OL Master Limited Orchard Makira Master Limited OCP Asia (Hong Kong) Limited roma (on radioado print name	Name and ACN/ARSN (if applicable) Name	N/A	Nature of association Address 14/F Shanghai Commercial Bank Tower, 12 Queen's Road, Central, Hong Kong 4/F Shanghai Commercial Bank Tower, 12 Queen's Road, Central, Hong Kong 14/F Shanohai Commercial Bank Tower, 12 Queen's Road, Central, Hong Kong	604 page 2/2 15 July 2001
				capacity	Authorised Signatory
	sign here	yer rollers		そ 4 . 1 子 date
			DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a compration 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 6718(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:
	${a}$	accompany this form, together with a written statement certifying this contract, scheme or arrangement; and		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
	(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
	See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.	relevant interest relates (indicating clearly the particular securities to which the qualification applies).
(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 entitied 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.