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RAND MINING LIMITED Major Shareholding Notification 2015

May 4, 2015

65721_rns_2015-05-04_31384447-9301-4e9e-ba81-f6d5a11bb6a5.pdf

Major Shareholding Notification

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Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

GPO Box 2799 Perth WA 6001

Telephone: +61 8 9321 4000 Facsimile: +61 8 9321 4333

Web: www.steinpag.com.au

5 May 2015

Your Ref: Our Ref: Contact:

RCS:PMG:4049-01

Roger Steinepreis Partner [email protected]

Company Announcements Office ASX Limited Level 40 Central Park 152-158 St George's Terrace PERTH WA 6000

By Hand and Email

Dear Sir / Madam

KEYNES CAPITAL GOLBAL LIMITED - NOTICE OF INITIAL SUBSTANTIAL HOLDER

We have been instructed by Keynes Capital Global Limited to serve the attached 'Form 603 -Notice of Initial Substantial Holder' dated 4 May 2015 (Notice) on ASX Limited and Rand Mining Limited (ASX: RND) (Rand) in accordance with Section 671B of the Corporations Act 2001 (Cth).

A copy of the Notice has also been provided to Rand.

Yours faithfully

inepreis lagguin

STEINEPREIS PAGANIN

Enc.

15 July 2001

Form 603

$\overline{a}$

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Rand Mining Ltd 322
ACN/ARSN 004 669 658
1. Details of substantial holder (1)
Name Keynes Capital Global Limited (KCG) and Mr Xinqian Yi
ACN/ARSN (if applicable) N/A
The holder became a substantial holder on Alexandria de la contrada de la contrada de la contrada de la contrada de la contrada de la contrada de la c
4 May 2015

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 Persons' votes (5) Voting power (6)
Fully paid ordinary
shares
4.966.293 4.966.293 8.21%

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
KCG Relevant interest arising as a result of
section 608(1)(a) of the Corporations Act
2001 (Cth) (Act)
1,951,293 fully paid ordinary
shares
Mr Xingian Yi Relevant interest arising as a result of
section $608(1)(b)$ and $(c)$ of the Act by
virtue of Mr Xingian Yi controlling KCG
as the sole director and shareholder of
KCG
1,951,293 fully paid ordinary
shares
General Energy International
Holdings Limited (GEI)
(associate of KCG).
Relevant interest arising as a result of
section 608(1)(a) of the Act
3,015,000 fully paid ordinary
shares
Mr Zhendong Liu (associate of
KCG)
Relevant interest arising as a result of
section $608(1)(b)$ and $(c)$ of the Act by
virtue of Mr Zhendong Liu controlling
GE! as the sole director and shareholder
of GEI
3.015.000 fully paid ordinary
shares

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 Registered holder of Person entitled to be Class and number of
interest securities registered as holder (8) securities
KCG and Mr Xingian Gleneagle Securities
Nominees Pty Limited
KCG 1,951,293 fully paid
ordinary shares
GEI and Mr Zhendong Gleneagle Securities GEI 3,015,000 fully paid
- Lui Nominees Pty Limited ordinary shares

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
See Annexure "A"

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
GEI Associate of KCG as a result of section 12(2)(c) of the Act by virtue of
GEI acting, or proposing to act, in concert with KCG
Mr Zhendong Liu Associate of KCG as a result of section 12(2)(c) of the Act by virtue of
GEI acting, or proposing to act, in concert with KCG

7. Addresses

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

Name Address
KCG RM B 22/F Times Tower, 391-407 Jaffe Road
Wanchal, Hong Kong
Mr Xingian Yi RM B 22/F Times Tower, 391-407 Jaffe Road
Wanchai, Hong Kong
GEI Room 304, 452 Xian Yue Road, Siming District, Xiamen, Fujian
36100
Mr Zhendong Liu Room 304, 452 Xian Yue Road, Siming District, Xiamen, Fujian
36100

Signature

print name Mr Xinqian Y sign here 04 / 05 / 2015

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 7 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. $(4)$
  • 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 $(5)$ associate has a relevant interest in.
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
  • Include details of: $(7)$
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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
  • 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 (b) 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.

  • 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". $(8)$
  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(9)$ 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.

THIS IS ANNEXURE "A" OF 1 PAGE REFERRED TO IN THE FORM 603 DATED 4 MAY 2015

DATED THIS 4 MAY 2015.

Mr Xinqian Yi Director of Keynes Capital Global Limited

Holder of Relevant Interest Date of Acquisition Cash Consideration Number and Class of Shares
KCG and Mr Xingian Yi 10/03/2014 \$490,926.60 (off-
market)
272,737 fully paid ordinary shares
KCG and Mr Xinglan Yi 22/04/2014 \$784,099.95 (off-
market)
478,556 fully paid ordinary shares
GEI and Mr Zhendong Liu 24/03/2015 $$2,229,500$ (on-
market)
1,715,000 fully paid ordinary shares
GEI and Mr Zhendong Liu 26/03/2015 \$1,690,000 (off-
market)
1,300,000 fully paid ordinary shares
KCG and Mr Xinglan Yi 20/04/2015 \$2,100,000 (on-
market)
1,200,000 fully paid ordinary shares