Form 604 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To Company Name/Scheme

Octagonal Resources Limited

ACN/ARSN

ACN 147 300 418

1. Details of substantial holder(1)

Name Abbotsleigh Proprietary Limited

ACN/ARSN 005 612 377


There was a change in the interests of the substantial holder on

25/11/2014

The previous notice was given to the company on

20/04/2012

The previous notice was dated

20/04/2012


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

Person's votes

Voting power (5)

Person's votes

Voting power (5)

Ordinary Shares

19,970,000

19.96%

63,695,000

30.36

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

19/03/2014

Abbotsleigh

Proprietary Limited

Rights Issue

$597,450

11,949,000

Ordinary Shares

11,949,000

25/11/2014

Abbotsleigh

Proprietary Limited

Rights Issue

$413,088

31,776,000

Ordinary Shares

31,776,000

4. Present relevant interests

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

Holders

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

Abbotsleigh

Proprietary

Limited

Abbotsleigh

Proprietary

Limited

Abbotsleigh

Proprietary

Limited

S/Holder

63,552,000

Ord Shares

30.29%

Abbotsleigh

Proprietary

Limited

McNeil

Nominees P/L

Abbotsleigh

Proprietary

Limited

Nominee Holding

55,000 Ord

Shares

0.03%

Abbotsleigh

Proprietary

Limited

Abbotsleigh

Superfund

A/c

Abbotsleigh

Proprietary

Limited

S/Holder

88,000 Ord

Shares

0.04%

TOTAL

30.36%

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

N/A

6. Addresses

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

Name

Address

Abbotsleigh Pty Ltd

Suite 3, 51-55 City Rd, Southbank VIC 3006

McNeil Nominees Pty Limited

GPO Box 3604, Sydney NSW 2001

Signature

Print Name

Bob Tolliday

Capacity

CFO

Sign Here

Date

28/11/2014


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, 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.
(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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