Form 604
Corporatìons Act 2001
Section 6718
Notice of change of interests of substantial holder
ToCompany Name/Scheme Nyota Minerals Umited
ACN/ARSN
1. Detaìls of substantìal holder(1)
Name Resource Capitai Fund V L.P. ACN/ARSN (if applicable)
604 page 1/2 15 July 2001
There was change in the interests o'the substantial holder on
The previous notice was given to the company on
The previous notice was dated
27 l 02 l 2013
25 i 0712012
25 107 l 2012
2. Previous and present voting power
The total number of votes attached to ali or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3)
notice to the company or scheme. are as folìows:
3. Changes in relevant interests
Particulars of each in. or change in the nature of. a relevant interest of the substantial holder or an associate ìn voting securitìes of the company or scheme. since the substantial holder was required to give a substantial holding notice to the company or scheme are as follows:
P.
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities alter the change are as follows:
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Holder of relevant interest
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of securities
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Person entitled to be registered as holder (8)
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Nature of relevant interest (6)
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Class and number of securities
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Person·s votes
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esource 1....ap1 a
Fund V L.P.
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Resource Capita[ Fund V LP.
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esource vap! a unv
L.P.
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23,750,000
Ordinarv Shares
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LJ,<ov.uuu
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604 page 2/2 15 July 2001
6. Addresses
The addresses of persons named ìn thìs formare follows:
Signature
prìnt name
sign here
capacìty
Wd--------------------------------------------------
DIRECTIONS
(1) lf there are a number of substantìal holders v1ìth sìmìlar or related relevant ìnterests the names could be ìncluded ìn an annexure to the form. lf the relevant
the form as specifically named group ìf the membershìp of each group. wìth the names
and ìts related corporatìons, or the manager and trustee of an are essentìally sìmìlar, they may be referred to
of members ìs clearly set out ìn paragraph 6 of the
form.
(2) See the defìnìtìon of "associate" ìn sectìon 9 of the Corporatìons Act 2001.
(3) See the definìtìon of "relevant ìnterest" ìn sectìons 608 and 671B(7) of the Corporatìons Act 2001. (4) The votìng shares of a company constìtute one class unless dìvìded ìnto separate classes.
(5) The person's votes dìvìded by the total votes ìn the body corporate or scheme multìplied by 100.
(6) Include detaìls of:
(a) any relevant or other cìrcumstances because of whìch the change ìn relevant interest occurred. lf subsectìon 671B(4) applìes. a document out the terms of relevant and a statement by the gìvìng full and accurate detaìls of contract arrangement. must accompany thìs a wrìtten statement thìs contract. scheme or arrangement:
of any or
(b) of the power of a person to exercìse, contro! the exercìse of, or ìnfluence the exercìse of, the votìng powers or dìsposal of the securìtìes to the relevant ìnterest relates (indìcatìng clearly the partìcular securìtìes to whìch the qualìfìcatìon applìes).
See the defìnìtìon of "relevant agreement" ìn sectìon 9 of the Corporatìons Act 2001.
(7) Detaìls of the consìderatìon must Include any andali benefìts. money and other. that any person from whom a relevant ìnterest was acquìred has. or may, becom·e
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entìtled to receìve ìn relatìon to that acquìsìtìon. Detaìls must be ìncluded even ìf the benefìt is condìtìonal on the
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or not of a
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Detaìls must be
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ìncluded of any benefìt paid on behalf of the substantìal holder or ìts associate ìn relatìon to the acquìsìtìons. even the relevant interest was acquìred.
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person from whom
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(8) lf the substantìal holder ìs unable to determìne the ìdentìty of the person (eç. if the relevant ìnterest arìses because of an optìon) wrìte "unknown" (9) Gìve detaìls. ìf appropriate, of the present assocìatìon and any change ìn that assocìatìon sìnce the last substantìal holding notìce.
GUID
Signature
Lodging period
LodgingFee
Other forms to be completed
Additional information
604 GUIDE 1/1 13 March 2000
This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.
This fonn must be signed by either a director or a secretary ofthe substantial holder. Nil
Nil
Nil
(a) lf additional space is required to complete a question, the infonnation may be included on a separate piece of paper annexed to the fonn.
(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must al so be given to each relevant securities exchange.
(c) The person must give a copy of thìs notice:
(i) within 2 business days afterthey become aware ofthe information; or
(ii) by 9.30 am on the next trading day ofthe relevant securities exchange after they become aware ofthe infònnation if:
(A) a takeover bid is made for voting shares in the company or voting interests in the schcme; and
(B) the person becomes aware ofthe infonnation during the bid period.
Annexures
To make any annexure confonn to the regulations, you must
use A4 size paper of white or light paste!colour with a margin of at least l Omm on ali sides
2 show the corporation name and ACN or ARBN
3 number the pages consecutively
4 print or type in BLOCK Ietters in dark blue or black ink so that the document is clearly legible w ben photocopied
5 identify the annexure with a mark such as A, B, C, etc
6 endorse the annexure with the words:
This is annexure (mark) of(number) pages referred to inform (jorm number and tit/e)
7 sign and date the annexure
The annexure must be signed by the same person(s) w ho signed the form.
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
:011 filings witlfi tifi include tifie annex
filings witlfi issue11 exclu(fe tlfie annex
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1. ldentity of the issuer or the underlying issuer of existing shares to which voting rights are attaehed: 11
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Nyota Minerals Limited
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2 Reason for the notification (please tick the appropriate box or boxes):
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An acquisition or disposal of voting rights
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x
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
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An acquisition or disposal of instruments with similar economie effect to qualifying financial instruments
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An event changing the breakdown of voting rights
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Other (please specify):
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3. Full name of person(s) subject to the notification obligation: iii
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Resource Capitai Fund V L.P.
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4. Full name of shareholder(s) (if different from 3.):iv
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5. Date of the transaction and date on which the threshold is crossed or reached: v
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February 27, 2013
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6. Date on which issuer notified:
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February 28, 2013
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7. Threshold,(s) that is/are crossed or reached: vi, VII
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11%
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8. Notified details:
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A:Voting rights attached to shares vm. ix
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Class/type of
shares
if possible using the ISIN CODE
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Situation previous to the triggering transaction
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Resulting situation after the triggering transaction
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Class/type of
shares
if possible using the ISIN CODE
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Number of Shares
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Number of Voting Rights
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Number of shares
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Number of voting rights
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% of voting rights x
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Class/type of
shares
if possible using the ISIN CODE
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Number of Shares
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Number of Voting Rights
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Direct
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Direct xì
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lndirect xìì
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Direct
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lndirect
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AUOOOOOONY07
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59,559,3
58
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59,559,3
58
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83,309,3
58
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83,309,
358
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o
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11.6
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o
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B: Qualifying financial lnstruments
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Resulting situation after the triggering transaction
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Type of financial
instrument
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Expiration date Xlii
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Exercise/
Conversion Period xìv
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Number of voting rights that may be acquired if the instrument is exercised/ converted.
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% ofvoting
rights
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C: F:inanciallnstruments with s.imilar economie effect to Qualifying financiallnstrumc:,mts
Xli, Xlii
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Resulting situation after the triggering transaction
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Type of financial
instrument
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Exercise
price
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Expiration date XVII
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Exercise/ Conversion period xvììì
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Number of voting rights
instrument refers to
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% of voting rights xix.
xx
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Nominai
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Delta
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Total(A+B+C)
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Number of voting rights
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Percentage of voting rights
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83,309,358
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11.6
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9.Chain of controlled undertakings through which the voting rights and/or the financialinstruments are effectively if applicable: xxi
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Pro:xy Voting:
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1O. Name of the proxy holder:
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11. Number of voting rights proxy holder will cease to hold:
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12. Date on which proxy holder will cease to hold voting rights:
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13. Additional information:
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14. Contact name:
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15. Contact telephone number:
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Note: Annex should only be submitted to the FSA not the issuer
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A: ldentity of the persons or legai entity subject to the notification obligation
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Full name
(including legai form of legai entities)
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Resource Capitai Fund V L.P.
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Contact address
(registered office for legai entities)
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Maples Corporate Services Ltd, PO Box 309, Ugland
House, Grand Cayman, KY1-1104 Cayman lslands
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Phone number & email
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(720) 946-1444 [email protected]
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Other useful information
(at least legai representative far legai persons)
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Catherine J Boggs
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Other useful information
(at least legai representative far legai persons)
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Generai Counsel of the GP of the GP
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B: ldentity of the notifier, if applicable
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Full name
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Contact address
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Phone number & email
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Other useful information
(e.g. functional relationship with the person or legai entity subject to the notification obligation)
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C: Additional information
Catherine Boggs' contact address is: 1400 Sixteenth Street, Suite 200, Denver, CO 80202 USA
For notes on how to complete form TR-1 please see the FSA website.