NEOMETALS LTD — Major Shareholding Notification 2013

Mar 21, 2013

605 page 1/2 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme

Reed Resources Ltd

ACN/ARSN 099 116 631

1. Details of substantial holder (1)

Name REFER TO ANNEXURE ‘A’

ACN/ARSN (if applicable)

The holder ceased to be a substantial holder on 20 / 03 / 13 The previous notice was given to the company on 15 / 05 / 12 The previous notice was dated 15 / 05 / 12

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 Person whose Nature of Consideration Class (6) and Person’s voted change relevant interest change (4) given in relation to number of affected changed change (5) securities affected REFER TO ANNEXURES ‘B’ AND ‘C’

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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 NOT APPLICABLE

4. Addresses

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

Signature

Name Address REFER TO ANNEXURE ‘D’ Capacity Own right and as Director of Trucking Nominees Pty Ltd and print name DAVID JOHN REED Coal Holdings Pty Ltd sign here date 22 / 03 / 2013

605 page 2/2 15 July 2001

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 4 of the form.

• (2) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (4) 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.

• (5) 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 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.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

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

The annexure of one page marked Annexure A in Form 605, being Notice of ceasing to be a substantial shareholder

Name	ACN(if applicable)
David John Reed	-
Judith Mary Reed	-
Trucking Nominees Pty Ltd	008 911 233
Trucking Nominees Pty Ltd ATF DJ Reed Superannuation Fund	008 911 233
Coal Holdings Pty Ltd	113 687 737

The annexure of one page marked Annexure B in Form 605, being Notice of ceasing to be a substantial shareholder

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected
21/05/2012 30/05/2012	All parties referred to in Annexure A	Dilution as a result of Rights Issue	N/A	N/A
30/07/2012 1/08/2012	All parties referred to in Annexure A	Dilution as a result of employee issue	N/A	N/A
25/10/2012 26/10/2012	All parties referred to in Annexure A	Dilution as a result of Placement	N/A	N/A
22/11/2012	Trucking Nominees Pty Ltd ATF DJ Reed Superannuation Fund	Acquisition under SPP	8,102.70 $	45,015
22/11/2012	All parties referred to in Annexure A	Dilution as a result of SPP	N/A	N/A
2/01/2013	All parties referred to in Annexure A	Dilution as a result of employee issue	N/A	N/A
1/03/2013	David John Reed	Transfer pursuant to loan arrangement	Nil cash	1,000,000
5/03/2013	All parties referred to in Annexure A	Dilution as a result of employee issue	N/A	N/A
20/03/2013	David John Reed	Transfer pursuant to loan arrangement	Nil cash	1,400,000

The annexure of one page marked Annexure C in Form 605, being Notice of ceasing to be a substantial shareholder

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person's votes
David John Reed	David John Reed	David John Reed	Registered and beneficial owner	5,652,768
Judith Mary Reed	Judith Mary Reed	Judith Mary Reed	Spouse of David John Reed	2,487,226
Trucking Nominees PtyLtd	Trucking Nominees PtyLtd	Trucking Nominees PtyLtd	David John Reed has a controlling interest in Trucking Nominees PtyLtd	1,272,310
Trucking Nominees Pty Ltd (ATF DJ Reed Super Fund)	Trucking Nominees Pty Ltd (ATF DJ Reed Super Fund)	Trucking Nominees Pty Ltd (ATF DJ Reed Super Fund)	David John Reed is a member of Superannuation Fund	14,160,049
Coal Holdings PtyLtd	Coal Holdings PtyLtd	Coal Holdings PtyLtd	David John Reed has a controlling interest in Coal Holdings Pty Ltd	1,050,000

The annexure of one page marked Annexure D in Form 605, being Notice of ceasing to be a substantial shareholder

Name	Address
David John Reed	19 Avonmore Terrace COTTELSOE WA 6011
Judith Mary Reed	19 Avonmore Terrace COTTELSOE WA 6011
Trucking Nominees Pty Ltd	56 Ranch Road MARIGINIUP WA 6065
Coal Holdings Pty Ltd	Suite 8, 295 Rokeby Road SUBIACO WA 6008