PEEL MINING LIMITED — Major Shareholding Notification 2013

Jan 20, 2013

FORM 603

Corporations Act 2001 Section 671B

NOTICE OF INITIAL SUBSTANTIAL HOLDER

To: Company Name/Scheme

ACN/ARSN

PEX - Peel Mining Limited 119 343 734

1. Details of Substantial Holder(1)

Name Acorn Capital Limited ACN/ARSN (if applicable) 082 694 531 The holder became a substantial holder on 16/01/2013

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of Securities (4)	Number of Securities	Person's Votes (5)	Voting Power (6)
Ordinary	6,000,000	6,000,000	5.13%

3. Details of Relevant Interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

	of Relevant Intereststure of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substabecame a substantial holder are as follows:
	Holder of Relevant Interest	Nature of Relevant Interest (7)	Class and Number of Securities
	Acorn Capital Limited	Power to (or to control) exercise vote and/ordispose of the shares as discretionaryinvestment managers or advisers tosuperannuation funds, pooledsuperannuation trusts, managed investmentschemes and investment management	6,000,000
	agreements

4. Details of Present Registered Holders

The persons registered as holders of the securities referred to in Paragraph 3 above are as follows:

Holder of Relevant Interest	Registered Holder of Securities	Person Entitled to be	Class and Number of
		Registered as Holder(8)	Securities
Catholic Superannuation Fund	National Nominees		802,890
Auscoal Superannuation Fund	JP Morgan Chase Nominees		1,297,729
Commonwealth Super Corporation	HSBC Custody Nominees (AUS) Ltd		1,666,459
Health Super	JP Morgan Chase Nominees		2,232,922

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5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of Relevant Interest	Date of Acquisition	Consideration(9)	Consideration(9)	Class and Number of Securities
		Cash	Non-Cash
Acorn Capital Limited	16-Jan-2013 to 16-Jan-2013	$1,890,000.01		6,000,000

6. Associates

The reasons the persons named in Paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Name of Association

7. Addresses

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

Name	Address
All Relevant Holders	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000

Print Name PAUL PALUMBO Capacity Portfolio Manager Sign Here Date 21/01/2013

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