PEEL MINING LIMITED — Major Shareholding Notification 2016

Sep 20, 2016

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 rcf@rcflp.com e-mail: www.resourcecapitalfunds.com

To :	Company Announcements	From :	Miriam Sharp
Fax No :	1300 135 638	Pages:	з
Company:	ASX Announcements	Date :	Tuesday, 20 September 2016
Subject:	FORM 603	Copy :	Company Secretary
			Peel Mining Limited
			Ryan Woodhouse Fax: 9388 1025

NOTICE OF INITIAL SUBSTANTIAL HOLDER

RESOURCE

CAPITAL FUNDS

Resource Capital Fund VI L.P. lodges the attached Form 603 in relation to Peel Mining Limited.

Yours faithfully

Miriam Sharp

1. Sep. 2016 20:07

No. 0780 Р. $\sqrt{2}$

$003$ 15 July 2001 page 1/2

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	PEEL MINING LIMITED
ACN/ARSN	119 343 734
1. Details of substantial holder (1) Name	RESOURCE CAPITAL FUND VI L.P. ("RCF VI")
ACN / ARSN (if applicable)
The holder became a substantial holder on	19 / 09 / 2016

1. 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	Persons' votes (5)	Voling power (6)
FULLY PAID ORDINARY SHARES	15,000,000	15,000,000	9.91%
			. __

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:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
RCF VI	SHARE PLACEMENT	FULLY PAID ORDINARY SHARES 15,000.000

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 registered as holder (8)	Class and number of securities
RCF VI	MERRILL I YNCH (AUSTRALIA) NOMINEES PTY LIMITED	RCF VI	FULLY PAID ORDINARY SHARES 15,000,000

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)		Class and number of securities
		Cash	Non-cash
RCF VI	19/09/2016	A\$2,400,000.00		FULLY PAID ORDINARY SHARES 15.000.000

		603 2/2 15 July 2001
	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)	Nature of association
	7. Addresses The addresses of persons named in this form are as follows:
	Name	Address
	RCF VI	1400 SIXTEENTH STREET, SUITE 200, DENVER CO. 80202 USA
	MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED	LEVEL 21, 120 COLLINS STREET, MELBOURNE, VIC 3000 AUSTRALIA
	Signature
	print name PETER NICHOLSON	Capacity AUTHORISED OFFICER
	sign here WSAn	date 20/09/2016
		DIRECTIONS
$\left(1\right)$	names and addresses of members is clearly set out in paragraph 7 of the form.	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
(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 A.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
(5)	associate has a relevant interest in.	The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
(6)	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)	Include details of:
	(a)	any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

l,

• (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".
• 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 entitied to receive in relation to that acquisition. Details m $(9)$ 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 releva