Microsoft Word - 2015-01-08 Share purchase.doc WPG Resources Ltd

ABN 51 109 426 502

PO Box N239, Grosvenor Place NSW 1220, Australia

Level 9, Kyle House, 27-31 Macquarie Place, Sydney, NSW Australia

Telephone (+612) 9251 1044

Facsimile (+612) 9247 3434

Email info@wpgresources.com.au

Web www.wpgresources.com.au

8 January 2015

Companies Announcements Office

ASX Limited

Exchange Centre

Level 6, 20 Bridge Street

SYDNEY NSW 2000

Purchase of Variscan's shares in WPG

WPG Resources Ltd (WPG) advises that Variscan Mines Limited (formerly PlatSearch NL) has sold its entire shareholding in WPG to a group of four WPG executives, including executive Directors.

PlatSearch was a vendor of several tenements to WPG when WPG listed on the ASX in 2005. WPG is grateful for the support Variscan has provided to WPG over the last decade.

Notices of change in Directors interests and interests of a substantial shareholder are attached.

Yours faithfully

WPG Resources Ltd

Larissa Brown

Company Secretary

Appendix 3Y Change of Director's Interest Notice

Appendix 3Y

8 January 2015

Change of Director's Interest Notice

Rule 3.19A.2

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity WPG Resources Ltd

ABN 51 109 426 502

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director

Robert Duffin

Date of last notice

21 November 2011

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest

Indirect

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Via: REC Investment Management Pty Ltd

Date of change

8 January 2015

No. of securities held prior to change

Irrawaddy Investments Pty Ltd : 4,403,945 Fully Paid Ordinary Shares Irrawaddy Investments Pty Ltd

Fund>: 7,328,670 Fully Paid Ordinary Shares

REC Investment Management Pty Ltd: 2,781,862

Fully Paid Ordinary Shares

Robert Harry Duffin: 9,649,520 Fully Paid

Ordinary Shares

Class

Fully paid ordinary shares

Number acquired

8,907,837 fully paid ordinary shares

Number disposed

Nil

Value/Consideration

Note: If consideration is non‐cash, provide details and estimated valuation

$0.0365

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director's Interest Notice

No. of securities held after change

Irrawaddy Investments Pty Ltd : 4,403,945 Fully Paid Ordinary Shares Irrawaddy Investments Pty Ltd

Fund>: 7,328,670 Fully Paid Ordinary Shares

REC Investment Management Pty Ltd: 11,689,699

Fully Paid Ordinary Shares

Robert Harry Duffin: 9,649,520 Fully Paid

Ordinary Shares

Nature of change

Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back

Shares purchased through off-market trade.

Part 2 - Change of director's interests in contracts NOT APPLICABLE

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract

Nature of interest

Name of registered holder

(if issued securities)

Date of change

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which

the interest has changed

Interest acquired

Interest disposed

Value/Consideration

Note: If consideration is non‐cash, provide details and an estimated valuation

Interest after change

Part 3 - +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where

prior written clearance was required?

No - the trading occurred during a trading window in accordance with the Company's Share Trading and Trading Windows policy and procedures.

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Appendix 3Y Change of Director's Interest Notice

Appendix 3Y

8 January 2015

Change of Director's Interest Notice

Rule 3.19A.2

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity WPG Resources Ltd

ABN 51 109 426 502

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director

Martin Jacobsen

Date of last notice

5 December 2014

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest

Direct

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant interest.

Date of change

8 January 2015

No. of securities held prior to change

650,000 fully paid ordinary shares

4,940,059 incentive rights

Class

Fully paid ordinary shares

Number acquired

500,000 fully paid ordinary shares

Number disposed

Nil

Value/Consideration

Note: If consideration is non‐cash, provide details and estimated valuation

$0.0365

No. of securities held after change

1,150,000 fully paid ordinary shares

4,940,059 incentive rights

Nature of change

Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back

Shares purchased through off-market trade.

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director's Interest Notice

Part 2 - Change of director's interests in contracts NOT APPLICABLE

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract

Nature of interest

Name of registered holder

(if issued securities)

Date of change

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which

the interest has changed

Interest acquired

Interest disposed

Value/Consideration

Note: If consideration is non‐cash, provide details and an estimated valuation

Interest after change

Part 3 - +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where

prior written clearance was required?

No - the trading occurred during a trading window in accordance with the Company's Share Trading and Trading Windows policy and procedures.

If so, was prior written clearance provided to allow the trade to proceed during this period?

Not applicable

If prior written clearance was provided, on what date was this provided?

Not applicable

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

ACN/ARSN

1. Details of substantial holder(1)

Name
ACN/ARSN (if applicable)

WPG Resources Ltd

109 426 502

Robert Duffin

There was a change in the interests of the substantial holder on
The previous notice was given to the company on
The previous notice was dated

8 / 1 / 15

18 / 11 / 11

21 / 11 / 11

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

Class of securities (4)

Person's votes

Voting power (5)

Person's votes

Voting power (5)

Fully paid ordinary

24,163,997

9.37%

33,071,834

12.29%

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:

Date of change

Person whose relevant interest changed

Nature of change (6)

Consideration given in relation to change (7)

Class and number of securities affected

Person's votes affected

8/1/15

Robert Duffin

Shares purchased off market

$0.0365

ORD 8,907,837

Robert Duffin

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

Duffin Family Account

Irrawaddy Investments Pty Ltd

(Duffin Family A/C)

-

holder

Fully paid ordinary shares

4,403,945

Wotrun Super Fund

Irrawaddy Investments Pty Ltd

(Wotrun Super Fund)

-

holder

Fully paid ordinary shares

7,328,670

REC Investment

Management P/L

REC Investment Management P/L

-

holder

Fully paid ordinary shares

11,689,699

Robert Duffin

Robert Harry Duffin Robert Duffin holder Fully paid ordinary shares

604 page 2/2 15 July 2001

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/ARSN (if applicable)

Nature of association

Not applicable

6. Addresses

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

Name

Address

WPG Resources Ltd

Level 9, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000

Robert Duffin, Irrawaddy Investments Pty Ltd, REC Investment Management P/L

Level 9, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000

Signature

print name

Robert Duffin

capacity

Executive Chairman

sign here

Robert Duffin

date 8 / 1
/ 2015

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 6 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.
(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, becom`e 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.
(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) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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