GRATIFII LIMITED — Director's Dealing 2014

Jan 30, 2014

31 January 2014

Companies Advisor ASX Limited

Dear Simon,

Late Lodgment of Appendix 3Y

The three Appendices 3Y Change of Director’s Interest Notice lodged on the 30[th] January 2014 were released late due to an administrative oversight in conjunction with the Christmas and New Year break when the office was unattended.

In response to the second question, arrangements have been put into place to ensure that all trades are now copied directly from the stockbroker’s office to the Waratah Administration officer.

Yours Sincerely,

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----- Start of picture text ----- Ben KirkpatrickExecutive Chairman----- End of picture text -----

31 January 2014

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ASX Compliance Pty Limited ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Telephone 61 2 9227 0000 Facsimile 61 2 9241 7620 www.asx.com.au

Anne Adaley Company Secretary Waratah Resources Limited Level 2, 66 Hunter Street Sydney NSW 2000

Dear Annne,

Waratah Resources Limited (the “Company ”)

We refer to the following;

1. The Appendix 3Y lodged by the Company with ASX Limited (“ASX”) on 30 January 2014 for Ben Kirkpatrick (the “Notice”).

2. Listing rule 3.19A.2 which requires an entity to tell ASX the following:

A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

1. Listing rule 3.19B which states as follows:

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.

1. 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.

• The Notices indicate that a change in the Directors’ notifiable interest occurred on 20 December 2013, 14 January 2013, 15 January 2014. It appears that the Notices should have been lodged with ASX by 31 December 2013, 21 January 2014 and 22 January 2014 respectively. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the Directors concerned may have breached section 205G of the Corporations Act.

• 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.

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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 Notices were lodged late.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at simon.daniels@asx.com.au . It should not be sent to ASX Market Announcements.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading ( i.e. before 9.30 a.m. A.E.D.T. ) on Thursday, 6 January 2014.

Under listing rule 18.7A, a copy of this query and your response may 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

[Sent electronically without signature]

Simon Daniels Adviser, Listings Compliance (Sydney)