CHALLENGER GOLD LIMITED — Major Shareholding Notification 2012

Jul 1, 2012

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 Challenger Energy Ltd ACN/ARSN 123 591 382

1. Details of substantial holder(1)

Name Pitt Street Absolute Return Fund Pty Limited

ACN/ARSN (if applicable) 141150254 There was a change in the interests of the 27 June 2012 substantial holder on The previous notice was given to the company on 19 March 2012 19 March 2012

The previous notice was dated

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)	Previousnotice	Previousnotice	PresentNotice	PresentNotice
	Person’s Votes	Voting power(5)	Person’s Votes	Voting power (5)
Ordinary Shares	16,575,000	6.12	21,160,000	6.79%

3. Changes of 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 ofChange	Person whoserelevant interestchanged	Nature ofchange(6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
21/3/2012	KnauerFamilySuper Pty Ltd<KnauerFamilySuper Fund A/C>	Placement	$8,775	135,000fpordinaryshares	135,000
26/3/2012	PittStreetAbsoluteReturnFund Pty Limited	OnmarketBuy	$14,8000	200,000fpordinaryshares	200,000
04/4/2012	PittStreetAbsoluteReturnFund Pty Limited	OnmarketBuy	$17,250	250,000fpordinaryshares	250,000
07/6/2012	PittStreetAbsoluteReturnFund Pty Limited	OnmarketBuy	$13,000	500,000fpordinaryshares	500,000
14/6/2012	PittStreetAbsoluteReturnFund Pty Limited	OnmarketBuy	$12,500	500,000fpordinaryshares	500,000
15/6/2012	PittStreet	Placement	$75,000	3,000,000	3,000,000

	AbsoluteReturnFund Pty Limited			fp ordinaryshares
27/6/2012	PittStreetAbsoluteReturnFund Pty Limited	Offmarketsale	$80,600	3,100,000fp ordinaryshares	3,100,000
27/6/2012	Moneybung Pty Ltd<MoneybungFamilyA/C>	Offmarketpurchase	$80,600	3,100,000fp ordinaryshares	3,100,000

4. Present relevant interests

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

Holder of Relevantinterest	Registeredholder ofSecurities	Person entitled tobe registered asholder(8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person’svotes
PittStreetAbsoluteReturnFund Pty Limited	PittStreetAbsoluteReturnFundPty Limited	PittStreetAbsoluteReturnFund Pty Limited	Legal &BeneficialOwner	15,425,000fpordinaryshares	15,425,000
KnauerFamilySuper Pty Ltd<KnauerFamilySuper Fund A/C>	Knauer FamilySuper Pty Ltd<Knauer FamilySuperFundA/C>	KnauerFamilySuper Pty Ltd<KnauerFamilySuper Fund A/C>	associate	2,635,000fpordinaryshares	2,635,000
MoneybungPtyLtd<MoneybungFamily A/C>	Moneybung PtyLtd <MoneybungFamily A/C>	MoneybungPtyLtd<MoneybungFamily A/C>	associate	3,100,000fpordinaryshares	3,100,000

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 Knauer Family Super Pty Ltd Director of Substantial Holder is a director of Knauer Family Super Pty Ltd <Knauer Family Super Fund A/C> Director of Substantial Holder is a beneficiary Moneybung Pty Ltd <Moneybung Family A/C> or the Moneybung Family Trust

6. Addresses

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

Name Address Pitt Street Absolute Return Fund Pty Limited 14 Macquarie Street Belmont NSW 2280 Knauer Family Super Pty Ltd <Knauer Family Super Fund A/C> 2A Bombala Street Dudley NSW 2290 Moneybung Pty Ltd <Moneybung Family A/C> PO Box 563 BELMONT NSW 2280

Signature

here

Print name

sign

Kris Knauer

==> picture [131 x 45] intentionally omitted <==

Director capacity

date 28/06/2012

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.