LEFROY EXPLORATION LIMITED — Major Shareholding Notification 2018

Jul 18, 2018

Resource Capital Funds Management Pty Ltd Level 3, 24 Kings Park Road West Perth WA 6005 Australia

Telephone: +61 8 9476 1900 Facsimile: +61 8 9485 2779 e-mail: ref@reflp.com www.resourcecapitalfunds.com

To :	Company Announcements	From :	Miriam Sharp
Fax No :	1300 135 638	Pages:	- 3
Company :	ASX Announcements	Date :	July 19, 2018
Subject :	FORM 604	Copy.	Company Secretary
			James Beecher
			Fax: 02 8314 5555

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

Resource Capital Fund VI L.P. lodges the attached Form 604 in relation to Lefroy Exploration Limited.

Yours faithfully

Miriam Sharp

1. Jul. 2018 10:54

No. 1130 Р. $2/3$

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	LEFROY EXPLORATION LIMITED
ACN/ARSN	052 123 930
1. Details of substantial holder(1)	RESOURCE CAPITAL FUND VI L.P. ("RCF VI")
Name ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	13/07/2018
The previous notice was given to the company on	18/10/2016
The previous notice was dated	18/10/2016

2. Previous and present voting power

The total number of votes altached 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
FULLY PAID ORDINARY SHARES ----	Person's votes 6.750.000	--- - Voting power (5) 10.47%	Person's votes 6,750,000	Voling power (5) 8.49%

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 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
13/07/2018	RCF VI	Dilution resulting from an issue of shares	NIA	N/A	N/A
					.

4. Present relevant interests

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

Holder of relevant	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant	Class and number of	Person's votes
interest			interest (6)	securities
RCV VI	MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED	MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED	OWNER	6.750.000	6.750.000

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:

-114 STATISTICS ACN/ARSN Nama and applicable)	--- Nature of association
	.

6. Addresses

The addresses of persons named in this form are:

Name ---	Address
IRCF VI	1400 SIXTEENTH STREET, SUITE 200, DENVER, CO 80202 USA
MERRILL LYNCH (AUSTRALIA) I NOMINEES PTY LIMITED	LEVEL 19, 120 COLLINS STREET, MELBOURNE, VIC 3000 AUSTRALIA

Signature

capacity PETER NICHOLSON AUTHORISED REPRESENTATIVE print name date 18 July 2018 sian here

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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.
• $(3)$ 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.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies. (a) a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate detells of any contract, scheme or arrangement, must accompany this form, logether 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(7)$ 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 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 identify of the person (eg. if the relevant interest arises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$