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HILLGROVE RESOURCES LIMITED Major Shareholding Notification 2021

Nov 24, 2021

65051_rns_2021-11-24_d9d9052a-a80b-4799-b921-ea9828437097.pdf

Major Shareholding Notification

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Form 603
-- ----------------- --

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Hillgrove Resources Limited
ACN/ARSN 004 297 116
1. Details of substantial holder (1)
Name
ACN/ARSN (if applicable)
Cosoff Group - see Annexure A
The holder became a substantial holder on 23/11/2021
2. Details of voting power The total number of veter attached to all the vesters in the state of the state of $\Omega$ had a

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

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Ordinary shares 58,861,246 58,861,246 5.03

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:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
see Annexure A

4. Details of present registered holders

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

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number
of securities
see Annexure A

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 became a substantial holder is as

Holder of relevant
interest
Date of acquisition Consideration (9) Class and number
of securities
Cash Non-cash
see Annexure A

6. Associates

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

Name and ACN/ARSN (if applicable) Nature of association
Cosell Pty Limited related body corporate
Proco Pty Limited related body corporate

7. Addresses

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

Name Address
Cosell Pty Limited PO Box 2097, Goolwa, SA 5214
Proco Pty Limited PO Box 2097, Goolwa, SA 5214
Signature
print name James A Cosoff Director
capacity
sign here $\bigcap$ date $25/11/21$

$740$

$\alpha$ and $\alpha$

$\sim$ $\prime$

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 7 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.
  • 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.
  • $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
  • $(7)$ 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.

This is ANNEXURE A comprising 1 page referred to in Form 603 Notice of initial substantial holder

COMPANY NAME: HILLGROVE RESOURCES LIMITED HOLDER: The Cosoff Group of Companies

The Cosoff Group of Companies comprises:

Entity Holdings as at 23 November 2021
COSELL PTY LIMITED ACN 148 918 594 13,361,246
PROCO PTY LIMITED ACN 098 992 931
22,500,000
PROCO PTY LIMITED ACN 098 992 931
23,000,000

Relevant interests acquired in the four months prior to the day of becoming a substantial shareholder

Holder of relevant interest Date of acquisition Consideration
(5)
Number of
securities
Proco Pty Limited Placement
September 2021
312,000.00 6,000,000
Proco Pty Limited Placement
September 2021
312,000.00 6,000,000
Proco Pty Limited SPP October 2021 20,000.00 384,615
Cosell Pty Limited SPP October 2021 20,000.00 384,615
Cosell Pty Limited 29 October 2021 12,235.07 218,094
Cosell Pty Limited 1 November 2021 10,851.01 197,291
Cosell Pty Limited 2 November 2021 16,229.95 300,000
Cosell Pty Limited 3 November 2021 10,219.95 200,000
Proco Pty Limited 9 November 2021 2,093.09 39,868
Proco Pty Limited 10 November 2021 0.05
Proco Pty Limited 11 November 2021 15,461.87 275,516
Cosell Pty Limited 12 November 2021 25,975.69 684,103
Cosell Pty Limited 15 November 2021 24,093.16 422,172
Cosell Pty Limited 16 November 2021 6,331.27 115,114
Cosell Pty Limited 18 November 2021 0.11
Cosell Pty Limited 23 November 2021 35,891.73 639,855

signed $\frac{1}{\sqrt{1}}$

Date 25.11.21