New Century Resources : Becoming a substantial holder

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme		New Century Resources Limited
ACN/ARSN		142 165 080
1. Details of substantial holder (1)
Name		Thebes Offshore Master Fund, LP ("Thebes") and Luxor Capital Group, LP ("Luxor Capital")
ACN/ARSN (if applicable)		n/a
The holder became a substantial holder on		2 / 11 / 2020

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)
Fully paid ordinary shares	86,144,648	86,144,648	7.75%

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
Thebes	Relevant interest under section 608(1) of the	86,144,648 fully paid ordinary shares
	Corporations Act 2001 (Cth) (Corporations Act) as
	holder of the securities
Luxor Capital	Relevant interest under section 608(1) of the	86,144,648 fully paid ordinary shares
	Corporations Act as investment manager of Thebes
	with the power to exercise voting and disposal rights
	in respect of the securities

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	Class and number
interest	securities	registered as holder (8)	of securities
Thebes and Luxor Capital	Thebes	Thebes	86,144,648 fully paid
			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
Thebes and Luxor Capital	2 November 2020	$0.155 per share		86,144,648 fully paid
				ordinary shares

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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
	LCG Holdings, LLC (Luxor GP)	LCG Holdings, LLC is the general partner of Thebes
7. Addresses
The addresses of persons named in this form are as follows:
	Name	Address
	Luxor Capital, Thebes and Luxor GP	1114 Avenue of the Americas, 28th Floor; New York, NY, 10028

Signature

print name	Norris Nissim	capacity General Counsel

date 8 / 11 / 2020

sign here

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:
8. 1. 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
   2. 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.

1. 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".
2. 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.