IRON ROAD LIMITED — Major Shareholding Notification 2012

Jun 14, 2012

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 13 / 06 / 2012 The previous notice was given to the company on 28 / 10 / 2011 The previous notice was dated 31 / 10/ 2011

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	43,811,913	31.25%	56,482,484	35.04%

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
01/11/2011 to 22/11/2011	SENTIENT EXECUTIVE GP IV, LIMITED	ON-MARKET SHARE PURCHASES	$859,553 ($0.65 to $0.675 pershare)	1,300,023	1,300,023
16/04/2012	SENTIENT EXECUTIVE GP III, LIMITED	PLACEMENT	A$2,682,108 ($0.55 per share)	4,876,560	4,876,560
13/06/2012	SENTIENT EXECUTIVE GP IV, LIMITED	PLACEMENT	A$2,884,193 ($0.55 per share)	5,243,988	5,243,988
05/06/2012 to 13/06/2012	SENTIENT EXECUTIVE GP IV, LIMITED	ON-MARKET SHARE PURCHASES	$508,790 ($0.38 to $0.46 per share)	1,250,000	1,250,000

4. Present relevant interests

Particulars of each relevant interest of the	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 as holder (8)	Nature of relevant interest (6)	Class and number of securities	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	11,558,593	11,558,593
SENTIENT EXECUTIVE GP IV,LIMITED	SENTIENT EXECUTIVE GP IV,LIMITED	SENTIENT EXECUTIVE GP IV, LIMITED	BY AGREEMENT	17,792,886	17,792,886

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:	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
SENTIENT EXECUTIVE GP IV, LIMITED		LANDMARK SQUARE, 64 EARTH CLOSE, WEST BAY BEACH SOUTH, PO BOX 10795, GRAND CAYMAN KY1-1007,CAYMAN ISLANDS
Signature print name sign here			DIRECTOR_____ 15 / 06 / 2012
	PETER JAMES CASSIDY	capacity date

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.