XENORA MINERALS LTD — Major Shareholding Notification 2021

Mar 2, 2021

Form 604 Corporations Law 671B Notice of change in interests of substantial holder

To: Company Name/Scheme:[Todd River Resources Limited ][(][ASX TRT][)]

ACN/ARSN[45 600 308 398]

1. Details of substantial holder[(1)]

Name Todd River Resources Limited (TRT), Todd River Metals Pty Ltd (TRM) Moore River Metals Pty Ltd (MRM) and Moonknight Pty Ltd (Moonknight) (referred to together as the TRT Group)

ACN/ARSN (if applicable) 600 308 3988 (TRT), 600 314 038 (TRM), 635 469 813 (MRM) and 628 003 369 (Moonknight)

There was a change in the interests of the substantial holder on 03/03/2021

The previous notice was given to the company on 28/10/2020

The previous notice was dated 28/10/2020

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:

Class of securities(4)	Previous notice	Previous notice	Present notice	Present notice
	Person's votes	Voting power(5)	Person's votes	Voting power(5)
Ordinary Fully Paid Shares	60,000,000	12.4%	60,000,000	11.0%

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
03/03/2021	TRT Group	Dilution due to share issues	Nil	60,000,000	60,000,000

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FORM 604 NOTICE OF CHANGE OF SUBSTANTIAL SHAREHOLDER

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 and Person’s votes
				Ordinary Shares
TRT Group	Marlee Minerals Pty Ltd	Marlee Minerals Pty Ltd	Restrictions on disposal of shares under voluntary escrow deeds attached to this Form 603 give TRT a technical “relevant interest” in its own shares pursuant to section 608(1)(c) of the Corporations Act 2001 (Cth). However, TRT has no right to acquire these shares or to control the voting rights attached to these shares.	40,000,000
TRT Group	Avenger Projects Ltd	Avenger Projects Ltd	Restrictions on disposal of shares under voluntary escrow deeds attached to this Form 603 give TRT a technical “relevant interest” in its own shares pursuant to section 608(1)(c) of the Corporations Act 2001 (Cth). However, TRT has no right to acquire these shares or to control the voting rights attached to these shares.	20,000,000

5. Changes in association

The persons who have become associates[(2)] of, ceased to be associates of, or have change 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
All members of the TRT Group	Unit 4, 24 Parkland Road, Osborne Park WA 601

Signature

print name Simon Robertson capacity sign here date 03 March 2021

capacity Company Secretary

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FORM 604 NOTICE OF CHANGE OF SUBSTANTIAL SHAREHOLDER

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 Law.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law.

• (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 circumstance 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 Law.

(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.

(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.

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