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IRON ROAD LIMITED Major Shareholding Notification 2011

May 3, 2011

65140_rns_2011-05-03_3d3f8195-c8df-439e-a674-f0ffb95be42c.pdf

Major Shareholding Notification

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Form 604 Corporations Act 2001 Section 671B

Notice of change in interests of substantial holder

To: Company Name/Scheme IRON ROAD LIMITED _______ ACN/ARSN 128 698 108__________

1. Details of substantial holder (1)

Name SENTIENT EXECUTIVE GP II, LIMITED__________

ACN/ARSN (if applicable) __________

There was a change in the interests of the substantial holder on 02 / 05 / 2011 The previous notice was given to the company on 01 / 09 / 2010 The previous notice was dated 01 / 09/ 2010

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’svotes Voting power(5) Person’svotes VotingPower(5)
Ordinary shares 21,609,053 27.91% 33,178,330 29.18%

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
20/09/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
ON-MARKET SHARE
PURCHASES
$8,840 19,217 19,217
21/09/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
ON-MARKET SHARE
PURCHASES
$4,950 10,000 10,000
22/09/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
ON-MARKET SHARE
PURCHASES
$9,653 19,500 19,500
23/09/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
ON-MARKET SHARE
PURCHASES
$113,585 211,283 211,283
24/09/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
ON-MARKET SHARE
PURCHASES
$94,864 173,725 173,725
30/09/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
EXERCISE OF LISTED
OPTIONS
$728,565 3,642,826 3,642,826
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
30/09/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
EXERCISE OF
UNLISTED OPTIONS
$200,000 1,000,000 1,000,000
16/12/2010 SENTIENT
EXECUTIVE GP II,
LIMITED
BY AGREEMENT
(PLACING OFFER)
$244,970 445,401 445,401
16/12/2010 SENTIENT
EXECUTIVE GP III,
LIMITED
BY AGREEMENT
(PLACING OFFER)
$2,491,052 4,529,185 4,529,185
13/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$88,325 87,800 87,800
14/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$68,221 66,847 66,847
15/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$198,378 198,436 198,436
18/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$128,988 129,037 129,037
19/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$77,727 77,880 77,880
20/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$80,460 80,000 80,000
21/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$33,000 33,000 33,000
27/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$111,975 112,000 112,000
28/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$113,382 114,224 114,224
29/04/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$213,044 216,183 216,183
02/05/2011 SENTIENT
EXECUTIVE GP III,
LIMITED
ON-MARKET SHARE
PURCHASES
$396,567 402,733 402,733
4.
Present relevant interests
Particulars of each relevant interest of the
4.
Present relevant interests
Particulars of each relevant interest of the
substantial holder in voting securities after the change are as follows: substantial holder in voting securities after the change are as follows: substantial holder in voting securities after the change are as follows:
Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered asholder(8)
Nature of relevant
interest (6)
Class and number
ofsecurities
Person’s votes
SENTIENT
EXECUTIVE GP
II, LIMITED
SENTIENT
EXECUTIVE GP
II, LIMITED
SENTIENT EXECUTIVE
GP II, LIMITED
BY AGREEMENT 27,131,005 27,131,005
SENTIENT
EXECUTIVE GP
III, LIMITED
SENTIENT
EXECUTIVE GP
III, LIMITED
SENTIENT EXECUTIVE
GP III, LIMITED
BY AGREEMENT 6,047,325 6,047,325

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

6. Addresses

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

The addresses of persons named in this form are as follows:
Name Address
SENTIENT EXECUTIVE GP II, LIMITED LANDMARK SQUARE, 64 EARTH CLOSE,
WEST BAY BEACH SOUTH, PO BOX 10795,
GRAND CAYMAN KY1-1007, CAYMAN ISLANDS
SENTIENT EXECUTIVE GP III, LIMITED LANDMARK SQUARE, 64 EARTH CLOSE,
WEST BAY BEACH SOUTH, PO BOX 10795,
GRAND CAYMAN KY1-1007, CAYMAN ISLANDS
Signature
print name
sign here
PETER JAMES CASSIDY

capacity
date
DIRECTOR
_____
03 / 05 / 2011

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 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 the 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.