Merlin Diamonds : Change in Substantial Shareholding Notice – 25/10/2017

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

To Company

Name/Scheme Merlin Diamonds Limited

ACN/ARSN 009 153 119

1. Details of substantial holder (1)

   Name Gutnick Group

   (see annexure

   marked "A") ACN (if applicable) N/A

   There was a change in the interests of

   the substantial holder on 25 / 10/ 2017

   The previous notice was given to the company on

   10/ / 08/ 2017

   The previous notice was dated 10 / 08 / 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:

   Class of securities (4)	Previous notice		Present notice
   Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary	313,076,923	18.85%	355,476,932	19.996%

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 are as follows:

   Date of change	Person whose relevant interest changed	Nature of change (6)	Considerati on given in relation to change (7)	Class & number of securities affected	Person's votes affected
   25/10/2017	Gutnick Group	Conversion of convertible notes	Conversion of convertible notes	Ordinary 42,400,009	Gutnick Group

   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
   Gutnick Group	Mazil Pty Ltd Great Central Gold Limited Trinity Management Group Pty Ltd Chabad Properties Pty Ltd ATF Machon Chaim College Fund Hoydu International Enterprises Pty Ltd ATF Hoydu Family Trust No 2 Atlantic Holdings (Aust) Pty Ltd Morzev Pty Ltd Edensor Holdings Pty Ltd ATF Prolific Enterprises Trust	Mazil Pty Ltd Great Central Gold Limited Joseph Gutnick (i) Chabad Properties Pty Ltd ATF Machon Chaim College Fund Hoydu International Enterprises Pty Ltd ATF Hoydu Family Trust No 2 Atlantic Holdings (Aust) Pty Ltd Morzev Pty Ltd Edensor Holdings Pty Ltd ATF Prolific Enterprises Trust	Direct Direct Direct Direct Direct Direct Direct Direct	Ordinary 32,307,692 Ordinary 14,615,385 Ordinary 18,000,000 Ordinary 220,000,000 Ordinary 25,000,000 Ordinary 3,076,923 Ordinary 76,923 Ordinary 42,400,009	1.82% 0.82% 1.01% 12.38% 1.41% 0.17% 0.00% 2.39%

4. It is not clear that Mr Gutnick continues to hold a relevant interest, or any other interest, in the 18 million shares previously issued on his behalf under the Merlin Incentive Share Scheme. The shares are included in this notice on that basis.

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
Chabad Properties Pty Ltd ATF Machon Chaim College Fund	A company of which Stera Gutnick is a shareholder and director
Hoydu International Enterprises Pty Ltd ATF Hoydu Family Trust No 2	A company of which Stera Gutnick is a shareholder and director
Atlantic Holdings (Aust) Pty Ltd	A company of which Mordechai Gutnick is a shareholder and director
Morzev Pty Ltd	A company of which Naomi Gutnick is a shareholder and director
Edensor Holdings Pty Ltd ATF Prolific Enterprises Trust	A company of which Stera Gutnick is a shareholder and director

6. Addresses

The addresses of persons named in this form are:

Name

Address

Joseph Isaac Gutnick (i) Mazil Pty Ltd ACN 166 570 270 Great Central Gold Limited Trinity Management Group Pty Ltd Chabad Properties Pty Ltd ATF Machon Chaim College Fund Hoydu International Enterprises Pty Ltd ATF Hoydu Family Trust No 2 Atlantic Holdings (Aust) Pty Ltd Morzev Pty Ltd Edensor Holdings Pty Ltd ATF Prolific Enterprises Trust

Level 1A, 42 Moray Street Southbank VIC 3006 Level 1A, 42 Moray Street Southbank VIC 3006 Trust Company Complex, Ajeltake Road, Ajeltake Island Majuro, Republic of the Marshall Islands, MH96960 Level 8, 550 Bourke Street Melbourne VIC 3000 C/ Green & Sternfeld Pty Ltd 201 Balaclava Road Caulfield North 3161 C/ Green & Sternfeld Pty Ltd 201 Balaclava Road Caulfield North 3161 Building 4, Suite 46, 195 Wellington Road Clayton VIC 3168 C/ Green & Sternfeld Pty Ltd 201 Balaclava road Caulfield North 3161 C/ Green & Sternfeld Pty Ltd 201 Balaclava Road Caulfield North 3161

Signature

print name JOSEPH GUTNICK Capacity Self

sign here Date : 25 October 2017 "A"

This is the annexure of 1 page marked "A" mentioned in the Form 603 Notice of Initial Substantial Holder signed by me and dated 15 January 2015

Signed by:

SELF

Signature Capacity

JOSEPH GUTNICK 25 October 2017

Name Date

The following substantial holders are members of the Gutnick Group:

1. Joseph Isaac Gutnick (i)

2. Mazil Pty Ltd ACN 166 570 270

3. Great Central Gold Limited

4. Chabad Properties Pty Ltd ATF Machon Chaim College Fund

5. Hoydu International Enterprises Pty Ltd ATF Hoydu Family Trust No 2

6. Atlantic Holdings (Aust) Pty Ltd

7. Morzev Pty Ltd

8. Edensor Holdings Pty Ltd ATF Prolific Enterprises Trust