TURNSTONE RESOURCES LTD — Major Shareholding Notification 2018

Apr 5, 2018

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Davenport Resources Limited
ACN/ARSN	153 414 852
1. Details of substantial holder (1)
Name	Rory Luff
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	03/04/2018
The previous notice was given to the company on	20/01/2017
The previous notice was dated	19/01/2017

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:

Previous notice		Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
6,129,986	8.28%	11,707,473	10.82%

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
20/01/2017	RL Holdings Pty Ltd <roryluff S/F A/C</roryluff	On-market Purchase	\$3,655	20,000 Ordinary Shares	20,000
03/04/2018	RL Holdings Pty Ltd <the Airlie A/C></the	Conversion of First Performance Milestone Shares into Ordinary Shares	Nil	2,924,993 Ordinary Shares	2,924,993 Ordinary Shares
03/04/2018	ITA Nominees Pty Ltd	Conversion of First Performance Milestone Shares into Ordinary Shares	Nil	2,632,494 Ordinary Shares	2,632,494 Ordinary Shares

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
Refer to Annexure A

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
Rory Luff, Rafferty Luff and Archer Luff	22 Hope Street, South Yarra, VIC 3141
RL Holdings Pty Ltd and ITA Nominees Pty Ltd	Level 2, 350 Collins Street, Melbourne VIC 3000

Signature

print name	capacity
sign here	date

DIRECTIONS

• If there are a number of substantial holders 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 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.
• 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. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ 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.

• 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 $(7)$ 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.

4. Present relevant interests

$\bar{R}$

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
Rory Luff	RL Holdings Pty Ltd (Rory Luff S/F A/C)	RL Holdings Pty Ltd (Rory Luff S/F A/C)	Director and Beneficial Owner	145,000 ordinary shares	145,000 ordinary shares
Rory Luff	RL Holdings Pty Ltd $<$ The Airlie A/C $>$	RL Holdings Pty Ltd <the airlieA/C	Director and Beneficiary	6,074,985 ordinary shares	6,074,985 ordinary shares
Rory Luff	ITA Nominees Pty Ltd	ITA Nominees Pty Ltd	Director and Beneficial Owner	5,467,488 ordinary shares	5,467,488 ordinary shares
Rory Luff	Rafferty Euan Luff	Rafferty Euan Luff	Son	10,000 ordinary shares	10,000 ordinary shares
Rory Luff	Archer Rory Luff	Archer Rory Luff	Son	10,000 ordinary shares	10,000 ordinary shares