PEEL MINING LIMITED — Major Shareholding Notification 2017

Oct 26, 2017

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	PEEL MINING LIMITED
ACN/ARSN	119 343 734
1. Details of substantial holder (1)
Name	HAMPTON HILL MINING NL and associates

There was a change in the interests of the substantial holder on	25/10/2017
The previous notice was given to the company on	09/06/2015
The previous notice was dated	09/06/2015

060 628 524

2. Previous and present voting power

ACN/ARSN (if applicable)

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
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ORDINARY SHARES	22,718,321	17.15%	30,530,612	18.25%

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
Refer:	Annexure 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 interest	Registered holder of	Person entitled to be	Nature of relevant	Class and	Person's
	securities	registered as holder (8)	interest $(6)$	number of	votes
				securities
Hampton Hill	Hampton Hill	Hampton Hill	Shareholding	Ord shares	5.92%
Mining NL	Mining NL	Mining NL		9,900,000
Perth Capital Pty	Perth Capital Pty	Perth Capital Pty	Shareholding	Ord shares
Ltd	Ltd	Ltd		17,001,509	10.18%
Wythenshawe Pty	Wythenshawe Pty	Wythenshawe Pty	Shareholding	Ord shares
Ltd	Ltd	Ltd		2,460,000	1.47%
Warramboo Holdings	Warramboo Holdings	Warramboo Holdings	Shareholding	Ord shares	0.65%
Pty Ltd	Pty Ltd	Pty Ltd		1,055,204

The Wythenshawe	The Wythenshawe	The Wythenshawe	Shareholding Ord shares		0.03%
Foundation	Foundation	Foundation		50,000

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:

Name	Address
Hampton Hill Mining NL	PO Box 689, West Perth, WA 6872
Wythenshawe Pty Ltd Perth Capital Pty Ltd Warramboo Holdings Pty Ltd	PO Box 689, West Perth, WA 6872 PO Box 689, West Perth, WA 6872 PO Box 689, West Perth, WA 6872 The Wythenshawe Foundation PO Box 689, West Perth, WA 6872

Signature

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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ 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.

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ 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.

• $(8)$ 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.

This is Annexure A of 1 page referred to in the Form 604 Notice of change of interests of substantial holder to Peel Mining Limited

Signed for the substantial holder

Sok $\mathbf{v}^{\prime}$

26-Oct-17

1. Changes in relevant interests

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in Class and number of securities Person's votes relation to change	affected		affected
23 - 29 Dec '14	Perth Capital Pty Ltd	Acquisition on market - correction	\$0.066/share	Ordinary shares	180,681	0.14%
2 Jan '15	Wythenshawe Pty Ltd	Acquisition on market	\$0.067/share	Ordinary shares	36,981	0.02%
24 - 29 Jun '15	Perth Capital Pty Ltd	Acquisition on market	\$0.260/share	Ordinary shares	680,000	0.52%
$6 - 8$ Jul 15	Perth Capital Pty Ltd	Acquisition on market	\$0.241/share	Ordinary shares	100,000	0.07%
28 Oct '15	Hampton Hill Mining NL	Sale on market	\$0.273/share	Ordinary shares	(55,000)	(0.04)%
29 Oct '15	Perth Capital Pty Ltd	Acquisition on market	\$0.244/share	Ordinary shares	100,835	0.08%
10 - 11 Nov '15	Hampton Hill Mining NL	Sale on market	\$0.268/share	Ordinary shares	(100,000)	(0.08)%
24-Nov-15		Issue of shares by company				(0.01)%
10 - 31 May '16	Perth Capital Pty Ltd	Acquisition on market	\$0.150/share	Ordinary shares	488,031	0.38%
11 May '16	The Wythenshawe Foundation	Acquisition on market	\$0.146/share	Ordinary shares	50,000	0.04%
20 May '16	Wythenshawe Pty Ltd	Acquisition on market	\$0.151/share	Ordinary shares	50,000	0.04%
20 - 27 May '16	Hampton Hill Mining NL	Sale on market	\$0.149/share	Ordinary shares	(350,000)	(0.27)%
1 - 28 Jun '16	Hampton Hill Mining NL	Sale on market	\$0.155/share	Ordinary shares	(850,000)	(0.66)%
1 - 15 Jun '16	Perth Capital Pty Ltd	Acquisition on market	\$0.154/share	Ordinary shares	128,335	0.10%
5 - 11 Jul '16	Hampton Hill Mining NL	Sale on market	\$0.177/share	Ordinary shares	(200, 000)	(0.16)%
4 Aug '16	Hampton Hill Mining NL	Sale on market	\$0.164/share	Ordinary shares	(100,000)	(0.08)%
20-Sep-16		Issue of shares by company		Ordinary shares		(2.13)%
20 Sep '16	Perth Capital Pty Ltd	Acquisition on market	\$0.160/share	Ordinary shares	1,700,000	1.12%
24 Oct - 2 Dec '16	Wythenshawe Pty Ltd	Acquisition on market	\$0.169/share	Ordinary shares	939,405	0.63%
8 Dec '16	Hampton Hill Mining NL	Sale on market	\$0.169/share	Ordinary shares	(1,000,000)	$(0.66)$ %
8 - 12 Dec '16	Perth Capital Pty Ltd	Acquisition on market	\$0.170/share	Ordinary shares	1,200,000	0.79%
16 - 24 Jan '17	Wythenshawe Pty Ltd	Acquisition on market	\$0.174/share	Ordinary shares	900,000	0.60%
1 - 7 Feb '17	Wythenshawe Pty Ltd	Acquisition on market	\$0.172/share	Ordinary shares	200,000	0.12%
9 - 15 Mar '17	Wythenshawe Pty Ltd	Acquisition on market	\$0.170/share	Ordinary shares	310,000	0.21%
4-Apr-17		Issue of shares by company		Ordinary shares		(1.72)%
5 - 7 Apr '17	Hampton Hill Mining NL	Sale on market	\$0.250/share	Ordinary shares	(100, 000)	(0.06)%
9 - 31 May '17	Perth Capital Pty Ltd	Acquisition on market	\$0.199/share	Ordinary shares	922,018	0.54%
19 - 25 May '17	Warramboo Holdings Pty Ltd	Acquisition on market	\$0.203/share	Ordinary shares	850,000	0.51%
1 - 21 Jun '17	Perth Capital Pty Ltd	Acquisition on market	\$0.194/share	Ordinary shares	165,234	0.10%
11 - 17 Jul '17	Perth Capital Pty Ltd	Acquisition on market	\$0.182/share	Ordinary shares	100,339	0.07%
10 - 23 Aug '17	Perth Capital Pty Ltd	Acquisition on market	\$0.216/share	Ordinary shares	834,679	0.49%
18 Aug '17	Warramboo Holdings Pty Ltd	Acquisition on market	\$0.221/share	Ordinary shares	100,000	0.06%
7 - 26 Sep '17	Perth Capital Pty Ltd	Acquisition on market	\$0.222/share	Ordinary shares	138,955	0.10%
27 - 28 Sep '17	Warramboo Holdings Pty Ltd	Acquisition on market	\$0.225/share	Ordinary shares	91,798	0.05%
3 - 26 Oct '17	Perth Capital Pty Ltd	Acquisition on market	\$0.274/share	Ordinary shares	300,000	0.19%

7,812,291 $1.10%$