TIVAN LIMITED — Major Shareholding Notification 2002

Nov 11, 2002

HILLCREST RESOURCES LIMITED

Level 2, 23 Ventnor Ave West Perth Western Australia 6005 PO Box 587 West Perth Western Australia 5872 Tel: +51 8 9324 3266 Fax: +61 8 9324 3277 www.hillcrestresources.com.au

FACSIMILE

Subject:	Notice of change of interests of substantial holder	File Ref:	C.Vhillerest\ASX\ASX Covering Fax\24.05.02 Directors Notice - AVNdoc
Fax No:	1300 300 021	Pages	3 Including cover sheet
Company:	Australian Stock Exchange	Date:	12 November 2002
To:	Company Announcements	From:	Alan Van Noort

This facsimite is intended for the addressee only. It may contain information that is confidential. If you are not the intended addresses, any use, disclosure, copying or
distribution of this facsimile or the information

Dear Sirs

We enclose a Notice of Change of Interests of Substantial Shareholder from Lomp Pty Ltd in relation to its shareholding in Hillcrest Resources Ltd.

The attached notice is to replace the Notice lodged in error yesterday which Notice referred to Lomp Pty Ltd's shareholding in Hallmark Consolidated Ltd. We apologise for the error.

Yours faithfully

Marchtt

ALAN VAN NOORT

÷

				Form 604 Corporations Law Section 671B		Australian Stock Exchange HLL000145
		Notice of change of interests of substantial holder
To Company Name/Scheme			HILLCREST RESOURCES LTD
ACN/ARSN	63 060 094 742
1. Details of substantial holder(1)
Name		LOMP PTY LTD
ACN (if applicable)		009 142 723
There was a change in the interests of the Substantial holder on					6 November 2002
		The previous notice was given to the company on			25 October 2002
The previous notice was dated					25 October 2002
						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
				Previous notice		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: Present notice
Class of securities (4)		Person's votes			Voting power (5)	Person's vote
2. Previous and present voting power Ordinary Shares		17,020,752		18.68%		17,597,334	Voting power (5) 19.32%
		scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:				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
Date of change		Person whose relevant interest changed		Nature of change (6)	Consideration given in relation to change	Class and number of securities affected	affected
		Avancor Pty Ltd	Purchase		(7) \$14,415	576,582	576,582
							Person's votes
		Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
3. Change in relevant interests 6/11/02 4. Present relevant interests 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
Lomp Pty Ltd Avanoor Pty Ltd		Lomp Pty Ltd Avancor Pty Ltd	Lomp Pty Ltd		Beneficial Holder	14,287,360 Ord. Shares	14.287,360

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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 (if applicable)	Nature of association Alan Van Noort is a director of each of Lomp Fty Ltd and Avanoor Pty Ltd.
6. Addresses
The addresses of persons narmed in this form are as follows:
Nanc	Address
Lomp Pty Ltd	50 Broome St, Cottesloe, WA 6011
Avancor Pty Ltd	50 Broome St, Cottesloe, WA 6011
Signature
	ALAN VAN NOORT Print name	Capacity DIRECTOR
	Marcht Sign here	12/11/2002 Date

DIRECTIONS

• If there are a number of substantial bolders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 simular, 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.
• See the definition of "associate" in section 9 of the Corporations Law. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law. $(3)$
• 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. $(5)$
• $(6)$ include details of:
• any relevant agreement or other circumstance because of which the change in relevant interest occurred. If subsection 671B(4) applies, a $(a)$ 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 related (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Law.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ 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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

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