Harmanis Holdings Pty Ltd

As Trustee For The Harman Family Trust

A.C.N. 154 260 929 A.B.N. 25 545 219 318

22 January 2018

Duketon Mining Limited PO Box 391 West Perth Western Australia 6872

Dear Sir/Madam,

Notice of initial substantial holder and Notice of change of interests of substantial holder

Duketon Mining Limited (DKM)

I attach the Form 603 Notice of initial substantial holder dated 22 January 2018 in accordance with section 671B of the Corporations Act 2001 (the Act).

Harmanis Holdings Pty Ltd became a substantial holder on 15 December 2017 due to additional shares purchased. Additional shares have been purchased after that date, requiring the submission of a notice of change of interests of substantial holder on the 28 December 2017.

I attach the Form 604 Notice of change of interests of substantial holder dated 22 January 2018.

The Form 603 and 604 have been late lodged due to staff being on leave and an administrative oversight. We have reviewed and updated our internal systems to ensure that future substantial shareholder notices are filed in a timely manner in accordance with the Act.

Yours Sincerely

Grant Bayne Company Secretary

Manager Company Announcements, CC: ASX Limited Level 10 20 Bond Street SYDNEY NSW 2000

P.O. Box 6159, Swanbourne, WA 6010, Australia

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

7. Addresses

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

Signature

DIRECTIONS

• 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 $(1)$ 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 7 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 6718(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $(5)$ interest in
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $₍₆₎$
• $\sqrt{7}$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out $(a)$ 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
• 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 $(b)$ 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.

• 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". $(8)$
• 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 $(9)$ 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.

Schedule

This Schedule is referred to on pg 1 of the submitted Form 603 Company Name: Duketon Mining Limited ACN 159084107 Substantial Holder: Harmanis Holdings Pty Ltd ACN 154260929

Holding prior to 4 months of becoming a substantial holder = $1,500,000$ shares

The table below details shares purchased in the 4 months prior to becoming a significant holder

Grant Bayne

Total shares

5,196,750

┑

Company Secretary

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

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:

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:

4. Present relevant interests

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

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:

6. Addresses

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

Signatu print name

sign here

• (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 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. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection $a₁$ 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $h$ 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. c.
• (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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) $(8)$ write "unknown".
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.