GRANGE RESOURCES LIMITED. — Director's Dealing 2009

Dec 17, 2009

18.DEC.2009 14:56 ASX PERTH NO.638 $P.1/3$

18 December 2009

Ms Elizabeth Harris Senior Adviser, Issuers (Adelaide) Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade Perth WA 600

Grange Resources Umited ABN 80 009 132 405 Level 11, 200 St Georges Terrace Perth Western Australia 6000 PO Box 7025, Cloisters Square Perth Western Australia 6850 T+61 89321 1118 F +61 8 9321 1523 info@grangeroscurcos.com.au www.grangsresourcee.com.au.

By email: elizabeth.harris@asx.com.au

Dear Elizabeth

Appendix 3Y - Change of Director's Interest Notice - Mr Russell Clark

We refer to your letter dated 17 December 2009 and advise as follows as per the numbering of queries in that letter:

• This was due to an inadvertent administrative oversight. The Appendix 3B, which dealt 1. with the issue of shares to the Managing Director and disclosed same, was lodged with the ASX on 8 December. The shares were issued on 7 December and therefore, the Appendix was lodged on the $7^th$ business day after the change occurred.
• $2.$ The Company has appropriate internal compliance and corporate governance policies and procedures in place to capture the information required to be disclosed in Appendix 3Y's.
• 1. The Company considers that the current arrangements are adequate and that the late lodgement of this Appendix 3Y was an unfortunate anomaly.

Yours sincerely

RZ

Stacey Apostolou Company Secretary

د

ASX PERTH

ASX Markets Supervision Pty Ltd ABN 26 087 780 489 Level 8, Exchange Plaza 2 the Esplanade Perth WA 6000

PO Box D187 Perth WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

17 December 2009

Ms Stacey Apostolou Company Secretary Grange Resources Limited Level 11 200 St Georges Terrace PERTH WA 6000

Dear Stacev

Grange Resources Limited (the "Company") Appendix 3Y - Change of Director's Interest Notice - Mr Russell Clark

We refer to the following;

• The Appendix 3Y lodged by the Company with ASX Limited ("ASX") on 16 December 2009 for Mr Russell $\mathbf{1}$ . Clark:
• $2.$ Listing rule 3.19A which requires an entity to tell ASX the following:
• The notifiable interests of a director of the entity (or in the case of a trust, a director of the 3.19A.1 responsible entity of the trust) at the following times.
  • On the date that the entity is admitted to the official list. $\bullet$
  • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity's admission or a director's appointment.

• A change to a notifiable interest of a director of the entity (or in the case of a trust, a director 3.19A.2 of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.
• 1. Listing rule 3.19B which states as follows.

s:\perth companies\per-code e-g\grr\grr2009.12,17l-eh.doc

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

$\overline{4}$ . The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y indicates a change in Mr Clark's notifiable interest occurred on 7 December 2009 the Appendix 3Y should have been lodged with the ASX by 14 December 2009. As the Appendix 3Y was lodged on 16 December 2009 it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions:

• 1. Please explain why the Appendix 3Y was lodged late.
• What arrangements does the Company have in place with its directors to ensure that it is able to meet $2.$ its disclosure obligations under listing rule 3.19A?
• If the current arrangements are inadequate or not being enforced, what additional steps does the 3. Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me email at Elizabeth.Harris@ASX.com.au or by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than 4:00pm WST on Monday 21 December 2009

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately

Yours sincerely,

Elizabeth Harris Senior Adviser, Issuers (Perth)