Spitfire Materials : Becoming a substantial holder

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Spitfire Materials Limited

ACN/ARSN

125 578 743

1. Details of substantial holder (1)

RMS (Aust) Pty Ltd, P&J Buttigieg Nominees Pty Ltd

Name

& P&J Buttigieg ("Buttigieg Group")

ACN/ARSN (if applicable)

The holder became a substantial holder on

04/01/2018

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:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	70,398,887	70,398,887	15.05%

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
RMS (Aust) Pty Ltd,	RSM (Aust) Pty Ltd is a registered holder of shares and therefore has a relevant interest in Spitfire shares under Section 608(i)(a) of the Corporations Act (2001) (Cth)	Ordinary Shares 49,928,394
P&J Buttigieg Nominees Pty Ltd P&J Buttigieg ("Buttigieg Group")	P&J Buttigieg Nominees Pty Ltd is a registered holder of shares and therefore has a relevant interest in Spitfire shares under Section 608(i)(a) of the Corporations Act (2001) (Cth) P&J Buttigieg Nominees Pty Ltd is a registered holder of shares and therefore has a relevant interest in Spitfire shares under Section 608(i)(a) of the Corporations Act (2001) (Cth)	Ordinary Shares 18,338,066 Ordinary Shares 2,082,427

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	Registered holder of	Person entitled to be
interest	securities	registered as holder (8)

Class and number of securities

RMS (Aust) Pty Ltd	RMS (Aust) Pty Ltd	RMS (Aust) Pty Ltd	49,928,394 Ordinary Shares
P&J Buttigieg Nominees Pty Ltd P&J Buttigieg	P&J Buttigieg Nominees Pty Ltd P&J Buttigieg	P&J Buttigieg Nominees Pty Ltd P&J Buttigieg	18,388,066 Ordinary Shares 2,082,427 Ordinary Shares

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:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
Cash	Non-cash
RMS (Aust) Pty Ltd	4/01/2018	As set out in the Scheme Booklet released by Aphrodite Gold Limited (ASX: AQQ) on 13 November 2017.	49,928,394 Ordinary Shares
P&J Buttigieg Nominees Pty Ltd P&J Buttigieg Fund A/C>	4/01/2018 4/01/2018	As set out in the Scheme Booklet released by Aphrodite Gold Limited (ASX: AQQ) on 13 November 2017.	18,388,066 Ordinary Shares 2,082,427 Ordinary Shares

Shares

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
RMS (Aust) Pty Ltd	Director and/or beneficiary
P&J Buttigieg Nominees Pty Ltd P&J Buttigieg	Director or beneficiary Director or beneficiary

7. Addresses

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

Name	Address
RMS (Aust) Pty Ltd	116 Harrick Road, Keilor Park, Victoria 3042
P&J Buttigieg Nominees Pty Ltd P&J Buttigieg	146 Willowbank Road, Gisborne, Victoria 3437 146 Willowbank Road, Gisborne, Victoria 3437

Signature

print name

Peter Buttigieg

capacity

Director

sign here

date

29/01/2018

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 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.

• (5) 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 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:

  • (a) 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 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.

• (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) 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.