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IRON BEAR RESOURCES LTD Major Shareholding Notification 2010

Jan 31, 2010

65091_rns_2010-01-31_3d79e66b-59e6-4225-a724-2611c06a025b.pdf

Major Shareholding Notification

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CLAYTON UTZ

Sydney Melbourne Brisbane Perth Canberra Darwin

Company Announcements Platform Australian Securities Exchange

1 February 2010

Our ref 172/80082015

Dear Sir/Madam

Notice of change of interests of substantial holder - Cape Lambert Resources Limited

We enclose, on behalf of African Minerals Limited, an ASIC Form 604 ("Notice of change of interests of substantial holder") in relation to Cape Lambert Resources Limited.

Yours sincerely

of fellight

John Elliott, Partner +61 2 9353 4172 [email protected]

Enc

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Cape Lambert Resources Limited ("CLR")
ACN 095 047 920
African Minerals Limited ("AML") on its own behalf and on behalf of its controlled entities as shown in Annexure A
N/A
There was a change in the interests of the
29/01/2010
The previous notice was given to the company on
08/12/2009
("Controlled Entities")

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 85,569,934 15.2% 118, 162, 723 19.9%

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
29/01/2010 AML Acquisition of
32,592,789 CLR
ordinary shares
pursuant to an
agreement between
CLR, AML and
Marampa Iron Ore
Limited, which
agreement was
attached to AML's
substantial holder
notice dated 7
December 2009
(Marampa
Agreement).
Pursuant to the Marampa
Agreement.
32.592,789 ordinary
shares
32,592,789
29/01/2010 Each of the Controlled Pursuant to the
Entities
Marampa Agreement. Agreement. Pursuant to the Marampa 32,592,789 ordinary 32,592,789
shares

4. Present relevant interests

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

Holder of Registered Person entitled Nature of Class and Person's votes
relevant holder of to be registered relevant number of
interest securities as holder (8) interest(6) securities
AML AML AML Pursuant to section
$608(1)(a)$ of the
Corporations Act 2001 (Cth) ordinary shares
118, 162, 723 118, 162, 723
Each of the
Controlled
Entities
AML AML Each of the Controlled
Entities is an associate of
AML within the meaning of
section $12(2)(a)$ of the
118,162,723
Corporations Act 2001 (Cth) ordinary shares
and has a relevant interest
lin the shares in which AML
has a relevant interest
118, 162, 723
--------------------------------------- ----- ----- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ---------------

$604$ page 2/2 15 July 2001

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
Marampa Iron Ore Limited (Marampa) As at the date of AML's last substantial holder notice (being 7 December 2009), Marampa was
an associate of AML by virtue of section 12(2)(a) of the Corporations Act 2001 (Cth). Pursuant
to the terms of the Marampa Agreement, Marampa is now controlled by CLR and has ceased to
be an associate of AML.

6. Addresses

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

Name Address
AML Victoria Place, 31 Victoria Street, Hamilton, HM10 Bermuda
Each of the Controlled Entities Ic/-, Victoria Piace, 31 Victoria Street, Hamilton, HM10 Bermuda

Signature

print name lan Dickson capacity General Counsel
sign here VanDIA date 29/01/2010

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.
  • See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
  • $(4)$ 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:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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 on 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.

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". $(8)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Annexure A

This is the Annexure A referred to in the Form 604 (Notice of change of interests of substantial holder) signed by me and dated 29 January 2010.

$\overline{\mathcal{L}}$ lan Dickson

General Counsel 29 January 2010

Controlled Entities

  • Tonkolili Iron Ore Limited $\bullet$
  • Gori Hills Nickel Limited $\bullet$
  • Nimini Hills Nickel Limited $\bullet$
  • Lovetta Uranium Limited $\bullet$
  • Sierra Leone Gold Limited ė
  • African Railway and Port Services Limited
  • African Minerals (UK) Limited
  • African Minerals (Guernsey) Limited
  • African Minerals Engineering Limited $\bullet$
  • White River Resources Limited $\ddot{\bullet}$