Queensland Mining : Change in substantial holding

604

15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Queensland Mining Corporation Limited ("QMN")

ACN/ARSN

109 962 469

1.

Details of substantial holder (1)

Name

This notice is given by Moly Mines Limited (ACN 103 295 521) ("Moly") on its own behalf and on behalf of its controlling entities and persons listed in section 3 below.

ACN/ARSN (if applicable)

N/AThere was a change in the interests of the

substantial holder on 05/01/2018

The previous notice was given to the company on 03/01/2018

The previous notice was dated 03/01/2018

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		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares ("QMN Shares")	250,153,440	83.91%	262,233,159	87.96%

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
4/1/2018 5/1/2018	Moly	Acquisition of relevant interest in QMN Shares pursuant to contracts arising as a result of acceptances under the offers Moly made under its off-market takeover bid for all QMN Shares (Offer) and contained in its bidder's statement dated 15 December 2017 (Offer Acceptance Contracts)	$0.17 per QMN Share	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Hanlong Mining Investment Pty Ltd (ACN 139 410 709) ("Hanlong Mining")	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(b) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having control of Moly.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Sichuan Hanlong High Technology Development Co. Ltd (registered in China) ("Hanlong Technology")	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(b) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having control of Hanlong Mining.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Han LIU* *The late Han Liu was executed on 9 February 2015. Since then a government agency has been established by the People's Republic of China known as "Han Liu Personal Assets Temporary Management Office", to investigate and understand the personal affairs and assets owned by the late Han LIU. No government order or decision, including any court order, has been made in relation to the estate of the late Han Liu	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having voting power of more than 20% in Hanlong Technology.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Sichuan Hanlong Group Co. Ltd (registered in China) ("Hanlong Group")	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(b) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having control of Hanlong Technology.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Yifan LIU	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having voting power of more than 20% in Hanlong Group.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Xiaoping LIU	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having voting power of more than 20% in Hanlong Group.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Geng LIU	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having voting power of more than 20% in Hanlong Group.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.
4/1/2018 5/1/2018	Xue YANG	Indirectly due to the Offer Acceptance Contracts. (Taken under section 608(3)(a) of the Corporations Act to have a relevant interest in QMN Shares in which Moly has a relevant interest, by virtue of having voting power of more than 20% in Hanlong Group.)	None directly - a deemed relevant interest.	4/1/18 - 2,115,329 QMN shares. 5/1/18 - 9,964,390 QMN Shares.	4/1/18 - 2,115,329. 5/1/18 - 9,964,390.

4.

Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registered	Person entitled	Nature of	Class and
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities

Person's votes

Each person named in section 3 aboveVarious persons who have accepted the Offer

Moly (subject to the Offer Acceptance Contracts referred to in section 3 above)Moly has a relevant interest in the QMN Shares under subsection 608(1)(c) and section 608 of the Corporations Act as a result of the Offer Acceptance Contracts.

Each person named in section 3 above (other than Moly) is taken under section 608(3) of the Corporations Act to have a deemed relevant interest as described in section 3 above.

262,233,159 QMN Shares.

262,233,159

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
No change	N/A

6.

Addresses

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

Name	Address
Moly	Level 1, 80 Chandos Street, St Leonards, NSW 2065
Hanlong Mining	Suite 241, 813 Pacific Highway, Chatswood, NSW 2067
Hanlong Technology	20F Hongda Building, 2 Jinli East Road, ChengDu, Sichuan China
Han LIU*	20F Hongda Building, 2 Jinli East Road, ChengDu, Sichuan China
Hanlong Group	20F Hongda Building, 2 Jinli East Road, ChengDu, Sichuan China
Yifan LIU	20F Hongda Building, 2 Jinli East Road, ChengDu, Sichuan China
Xiaoping LIU	20F Hongda Building, 2 Jinli East Road, ChengDu, Sichuan China
Geng LIU	20F Hongda Building, 2 Jinli East Road, ChengDu, Sichuan China
Xue YANG	20F Hongda Building, 2 Jinli East Road, ChengDu, Sichuan China

Signature

print nameNelson Feng Chen

sign here

capacityDirector of Molydate

05/01/2018

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 Act 2001.

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

• (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 on 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.