RAREX LIMITED — Major Shareholding Notification 2007

Jul 29, 2007

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

CLANCY EXPLORATION LTD $To$ Company Name/Scheme

ACN/ARSN 105 578 756

1. Details of substantial holder (1) Name GRI HOLDINGS, LLC

ACN/ARSN (if applicable) N/A

The holder became a substantial holder on 11/07/07

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 SHARES	3,750,000	3,750,000	7.84%

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
EACH HOLDER LISTED INSECTION 4 OF THIS FORM.	SHARES ACQUIRED PRIOR TOLISTING ON ASX AS DETAILEDIN PROSPECTUS DATED	ORD: 3,750,000

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 ofsecurities	Person entitled to beregistered as holder (8)	Class andnumber ofsecurities
DRAWBRIDGE GLOBALMACRO MASTER FUNDLTD (BY ITSINVESTMENT ADVISORGRI HOLDINGS LLC)	HSBC CUSTODYNOMINEES (AUSTRALIA)LIMITED	HSBC CUSTODYNOMINEES (AUSTRALIA)LIMITED	ORD: 1,875,000
GF AURUM PARTNERSLTD (BY ITSINVESTMENT ADVISORGRI HOLDINGS, LLC)	HSBC CUSTODYNOMINEES (AUSTRALIA)LIMITED	HSBC CUSTODYNOMINEES (AUSTRALIA)LIMITED	ORD: 1,500,000
GF AURUM OFFSHOREPARTNERS LTD (BY ITS)INVESTMENT ADVISORGRI HOLDINGS, LLC)	HSBC CUSTODYNOMINEES (AUSTRALIA)LIMITED	HSBC CUSTODYNOMINEES (AUSTRALIA)LIMITED	ORD: 375,000

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 andnumber ofsecurities
		Cash	Non-cash
DRAWBRIDGE GLOBALMACRO MASTER FUNDLTD (BY ITSINVESTMENT ADVISORGRI HOLDINGS LLC)	BETWEEN JULY 2003AND MAY 2007	$375,000		ORD: 1,875,000
GF AURUM PARTNERSLTD (BY ITSINVESTMENT ADVISORGRI HOLDINGS, LLC)	BETWEEN JULY 2003AND MAY 2007	$300,000		ORD: 1,500,000
GF AURUM OFFSHOREPARTNERS LTD (BY ITSINVESTMENT ADVISORGRI HOLDINGS, LLC)	BETWEEN JULY 2003AND MAY 2007	$75,000		ORD: 375,000

6. Associates

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

Name and ACN/ARSN (ifapplicable)	Nature of association
GRI HOLDINGS, LLC	POWER TO CONTROL THE EXERCISE OF THE RIGHT TO VOTEOR RIGHT TO DISPOSE OF ORDINARY SHARES BY REASON OFHAVING CONTROL OF INVESTMENT DECISIONS AS INVESTMENTADVISOR OF DRAWBRIDGE GLOBAL MACRO MASTER FUND LTD.GF AURUM PARTNERS, LTD AND GF AURUM OFFSHOREPARTNERS LTD.

7. Addresses

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

Name	ADDRESS
GRI HOLDINGS, LLC	535 BOYLSTON STREET, TOP FLOOR, BOSTON, MA 02116

Signature

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 na is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(2)$ $(3)$ $(4)$ $(5)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes.
• 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 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: $(7)$

$(a)$

• 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ 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.

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 $(8)$ $(9)$ 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.