RAREX LIMITED — Major Shareholding Notification 2008

Dec 4, 2008

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Clancy Exploration Limited
ACN/ARSN	105 578 756
1. Details of substantial holder (1)
Name	Centaurus Resources Limited
ACN/ARSN (if applicable)	120 281 969

The holder became a substantial holder on / / 07 10 08

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	3,333,333	3,333,333	6.52

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
Refer Annexure A

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
Refer Annexure A

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
Refer 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
Refer Annexure A

7. Addresses

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

Name	Address
Centaurus Resources Ltd	Suite 8, 56 Kings Park Road, West Perth

Signature

print name	Matthew Sikirich	capacity	Company Secretary

sign here date / / 5 12 2008

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 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.
• (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 Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) 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.
• (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.

• (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) 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 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 attached to Form 603 titled Notice of Initial Substantial Holder.

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
Centaurus Resources Ltd	The relevant interest is created by the Agreement to sell assets to Clancy Exploration Ltd in exchange for shares and options (Annexure B). Completion of the Agreement is outstanding.	3,333,333

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
Centaurus Resources Ltd	Centaurus Resources Ltd	Centaurus Resources Ltd	3,333,333

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		Class and number of securities
		Cash	Non-cash
Centaurus Resources Ltd	7 October 2008	nil	Tenements as set out in the	3,333,333
			Agreement in Annexure B

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
n/a	n/a

Matthew Sikirich Company Secretary 5 December 2008

Annexure B of 9 pages including this, attached to Form 603 titled Notice of Initial Substantial Holder.

6 October 2008

The Directors Centaurus Resources Ltd Suite 8, 56 Kings Park Road West Perth WA 6005

Attention: Stephen Woodham

Dear Stephen

Acquisition of Australian Tenement Portfolio

Further to the draft Tenement Sale Agreement submitted to you on 8 September 2008, I refer to my discussion with you on 10 September 2008 and confirm both parties would prefer to use a shorter form of agreement to expedite this transaction.

This letter serves to confirm that Clancy Exploration Ltd ("Clancy") offers to enter into a transaction with Centaurus Resources Ltd ("Centaurus") on the following terms:

SALE ASSETS $\mathbf{1}$

Centaurus, as legal and beneficial owner, will sell Clancy the following licences together with all associated data and other information (Licences):

Centaurus NSW licence schedule

Project	Lease	Grant/Appl	Expiry	Holder	Units	Expenditure
Melrose	EL6707	25/01/2007	24/01/2009	CENTAURUS RESOURCES LIMITED	21	30.500
Nyngan	EL6708	25/01/2007	24/01/2009	CENTAURUS RESOURCES LIMITED	65	52,500
Palmers Oakey	EL6709	25/01/2007	24/01/2009	CENTAURUS RESOURCES LIMITED	42	41,000
Nadbuck	EL6732	8/03/2007	7/03/2009	CENTAURUS RESOURCES LIMITED	15	27,500
Roseholm	EL6822	10/07/2007	10/07/2009	CENTAURUS RESOURCES LIMITED	42	41,000
Nanadine	EL6823	10/07/2007	10/07/2009	CENTAURUS RESOURCES LIMITED	22	31,000
Gunningbland	EL6824	10/07/2007	10/07/2009	CENTAURUS RESOURCES LIMITED	28	34,000
Marsden North	EL6937	8/11/2007	8/11/2009	CENTAURUS RESOURCES LIMITED	28	34,000
	EL6938	8/11/2007	8/11/2009	CENTAURUS RESOURCES LIMITED	77	58,500
	EL6939	8/11/2007	8/11/2009	CENTAURUS RESOURCES LIMITED	53	46,500
	EL6987	19/12/2007	19/12/2009	CENTAURUS RESOURCES LIMITED	19	29,500

426,000

Centaurus WA licence application

Yalgoo	ELA59/1302 27/10/06	CENTAURUS RESOURCES LIMITED

cks

$70$

WARRANTIES $\mathbf{2}$

Centaurus warrants on the date of this letter agreement and on the date of settlement that:

• the granted Licences are currently in good standing and all current fees and any other $(a)$ outgoings payable to governmental bodies in connection with the Licences have been paid:
• $(b)$ Centaurus is not aware of any adverse claim against, or challenge to, Centaurus' title or interest in any of the Licences other than a native title claim relating to the WA Licence:
• $(c)$ to the best of Centaurus' knowledge, nothing has occurred on the licences that may result in Centaurus having any rehabilitation obligations or other environmental liability except for rehabilitation of one diamond drill pad on Licence EL6709 which shall be the responsibility of Clancy, provided that Centaurus will indemnify Clancy for expenditure exceeding \$2,000 incurred by Clancy in connection with such rehabilitation; and
• $(d)$ Centaurus has made available to Clancy all information in the possession or control of Centaurus that might reasonably influence Clancy's decision to enter into this transaction.

CONDITION PRECEDENT $\mathbf{3}$

$3.1$ Condition Precedent

The sale and Clancy's rehabilitation undertaking in clause 2(c) above are conditional on Ministerial Approval of the assignment of each of the granted New South Wales Licences.

$3.2$ Fulfilment or waiver of Condition Precedent

• The Condition Precedent is for the benefit of both Parties and may be waived only by (a) written agreement between the Parties.
• $(b)$ The Parties must cooperate and use all reasonable endeavours to satisfy the Condition Precedent as soon as practicable after execution of this Agreement by both Parties. Without limiting the generality of this obligation:
• $(i)$ Clancy must at its expense promptly after signature of this letter by both parties provide Centaurus with all documentation (as contemplated in item 6 to the Department's Form 12 'Application for Approval of the Transfer of an Authority') to facilitate application by Centaurus for Ministerial Approval: and
• $(ii)$ Centaurus must at its expense promptly after receipt of the documentation from Clancy under Clause 3.2(b)(i), lodge with the Department a Form 12 'Application for Approval of the Transfer of an Authority' in respect of each Granted NSW Licence, together with the documentation from Clancy under Clause 3.2(b)(i)and an original of this Agreement.

Termination $3.3$

If the Condition Precedent has been neither satisfied nor waived within 6 (six) months after the date of countersignature of this letter by Centaurus, then this Agreement will terminate and neither Party will have any claim against, or Liability to, the other except arising from a breach of this Agreement before its termination.

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$\overline{\mathbf{A}}$ PURCHASE CONSIDERATION

$4.1$ Value of consideration

The consideration for the Sale is the nominal sum of \$381,250, allocated as follows:

• $(a)$ \$1,250 in respect of the WA licence application;
• $(b)$ \$380,000 in respect of the NSW licences and the mining information.

$4.2$ Nature of consideration

• $(a)$ The consideration for the Sale will consist of the issue by Clancy to Centaurus at or before Settlement of:
• $(i)$ 3.333.333 (three million, three hundred and thirty three thousand three hundred and thirty three ordinary shares in Clancy (at the nominal value of 9 cents per share) ("Payment Shares"); and
• 1,250,000 (one million two hundred and fifty thousand) unlisted and non- $(ii)$ transferable options (with a nominal value of \$0.065 (six and a half cents) each), each being an option to subscribe for an ordinary share in Clancy for the issue price of 20 cents and lapsing at 4-00 pm Western Standard Time on 30 September 2011 ("Payment Options").
• $(b)$ Centaurus acknowledges that the Payment Options and/or the Clancy Shares issued pursuant to this Agreement (whether they be Payment Shares or Clancy Shares issued pursuant to the exercise of Payment Options) may, at the discretion of ASX, be classified as "restricted securities" (as that term is defined in the ASX Listing Rules) and that, if ASX so determines, issue of such Clancy Shares and/or Payment Options to Centaurus will be conditional on Centaurus having complied with ASX's requirement for Centaurus (and, if so required by ASX, any controller of Centaurus) to enter into a "restriction agreement" in relation to such Clancy Shares and/or Payment Options and to deposit the share certificate for such Clancy Shares with a bank, or otherwise deal with the share certificate or other evidence of title, as required by the Listing Rules of ASX.
• $(c)$ To the extent that ASX does not require a restriction agreement in respect of any Clancy Shares issued pursuant to this Agreement, issue of any such Clancy Shares (whether they be Payment Shares or Clancy Shares issued pursuant to Payment Options) will be conditional on an escrow for 12 months from the date on which settlement occurs under clause 6.1 below in the same manner and on the same terms and conditions (to the extent applicable) as if such Clancy Shares were declared to be restricted securities and subject to a restriction agreement under the ASX Listing Rules.
• $(d)$ Clancy will make application to ASX for the quotation of Clancy Shares within 5 business days after the expiry of the escrow period to which they are subject pursuant to Clauses 4.2(b) or 4.2(c) and Clancy will use all reasonable endeavours to have such Clancy Shares quoted as soon as possible.

• $(e)$ Centaurus must not sell, transfer, assign, create an Encumbrance over or otherwise dispose of the whole or any part of any legal or equitable interest in any of the Payment Options.

• $(f)$ Shares issued pursuant to the exercise of Payment Options may not be offered for sale by Centaurus unless:

• $(i)$ the offer is made in circumstances that do not require disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth); or
• $(ii)$ one of the following occurs:
  • (A) CLY (in its discretion) gives ASX a notice that complies with section 708A(6) of the Corporations Act, such notice not to be unreasonably withheld.:
  • (B) CLY has (in its discretion) lodged a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act: or
  • (C) the expiry of 12 months after issue of the Shares.

Where notice under clause 4.2(f)(ii)(A) is reasonably withheld. CLY will issue such notice at the earliest possible time (acting reasonably) after notification by Centaurus that it wishes to sell its Shares issued pursuant to the Payment Options.

5 PROTECTION OF CLANCY'S INTERESTS IN LICENCES PENDING TRANSFER

$5.1$ Restriction on dealings or Encumbrances, Native Title or Environmental Agreements

• $(a)$ Between the date of this letter agreement and Settlement:
• $(i)$ Clancy will have the right to enter and explore the granted Licences;
• $(ii)$ Clancy will be responsible for management and payment of any tenement outgoings (eg fees, rents, rates) and;
• $(iii)$ Centaurus will use its best endeavours to maintain the Licences (in good standing) and will be liable for any under expenditure on the Licences only to the extent that it will do all that is necessary to assist Clancy to seek exemptions from expenditure on any of the Licences..
• $(b)$ Centaurus will not without the prior written consent of Clancy enter into any agreement or understanding (whether written or oral) relating to Native Title, heritage protection, environmental protection or environmental rehabilitation in respect of any part of any of the Licences.

$5.2$ Access Agreements

• Centaurus hereby irrevocably appoints Clancy, until registration of transfer of each $(a)$ Licence to Clancy, as agent for Centaurus to conduct on behalf of Centaurus any negotiations that Clancy may consider appropriate to facilitate heritage protection agreements or other access agreements in respect of the Licences, provided that:
• $(i)$ Clancy must keep Centaurus fully informed of all such negotiations; and
• $(ii)$ Clancy's authority under this clause 4.2(f) is limited to negotiations and does not include the right to bind Centaurus to any such agreement without the prior written consent of Centaurus, which consent must not be unreasonably withheld.
• $(b)$ Centaurus will comply with Clancy's reasonable requests from time to time for Centaurus' cooperation with, and assistance to, Clancy in complying with provisions under heritage protection agreements and other access agreements for:
• $(i)$ assignment of rights under access agreements to Clancy; and
• $(ii)$ execution by Clancy and other parties to access agreements of deeds of

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assumption of obligations.

$5.3$ Registration and caveats

Clancy will be entitled to register this letter agreement under the NSW Act and/or lodge caveats from time to time to protect its interests under this letter agreement.

$5.4$ Reporting

Centaurus will provide Clancy promptly with copies of all data and other information relating to the licences that comes into the possession or control of Centaurus between the date of this letter agreement and the date all the licences have been assigned to Clancy.

SETTLEMENT OF SALE $\bf 6$

$6.1$ Date and Venue

On a date nominated by Clancy between 7 and 14 days after Ministerial Approval is obtained. settlement of the sale will take place at Clancy's offices in Perth or Orange whichever is appropriate.

$6.2$ Settlement Formalities

At Settlement:

• Centaurus will deliver to Clancy: $(a)$
• $(i)$ Instruments of Transfer of the Licences and Applications other than the WA Licence, includina:
  • (D) a Form 13 "Application for Registration of the Transfer of an Authority" for each Granted Licence and the Ungranted NSW Licence;
  • (E) a letter of consent by Centaurus to transfer of each Granted Licence and the Ungranted NSW Licence;

all duly executed by Centaurus and in registrable form (except for any necessary endorsement to the effect that New South Wales stamp duty has been paid);

• $(ii)$ the Instrument of Transfer for the WA Licence, duly executed by Centaurus and in registrable form except for the necessary endorsement as to payment of Western Australian stamp duty;
• $(iii)$ Centaurus' copies of all documents of title in respect of the Licences and Applications;
• $(iv)$ any Mining Information in the possession or control of Centaurus that has not yet been delivered to Clancy; and
• the restriction agreement or other escrow agreement required under Clauses $(v)$ 4.2(b) or 4.2(c) in respect of the Payment Shares; and
• $(b)$ Clancy will pay the purchase consideration by delivering to Centaurus:
• a holding statement (being a statement issued by Clancy's share registry) $(i)$ confirming that the Payment Shares have been issued to Centaurus and are registered in the name of Centaurus; and
• the Payment Options. $(ii)$

$\overline{7}$ TRANSITIONAL PROVISIONS

$7.1$ Sale Assets held for Clancy's benefit

From the date of settlement until the assignment of the WA Licence to Clancy is effected at law:

• $(a)$ Centaurus will hold the WA Licence for the benefit of Clancy (including, but not limited to Clancy's right to enter and explore the area of the WA Licence after its grant) and agrees to act in accordance with the Clancy's reasonable instructions in relation to that licence; and
• $(b)$ Clancy will indemnify Centaurus against any liability arising from Clancy's activities on the WA Licence and against any liability under heritage protection agreements and other access agreements negotiated by Clancy under clause 5.2 above accruing after settlement under clause 6 above.

$7.2$ Refund of security bonds

After settlement Clancy must, at its own cost, take all necessary steps to ensure that the Department returns to Centaurus as soon as possible all security bonds lodged by Centaurus with regard to the Licences.

8 CONFIDENTIALITY

$8.1$ Confidential Information not to be disclosed

Each Party ("Disclosing Party") undertakes to the other that it will keep confidential all information relating to the licences and to this agreement (including the negotiation of this agreement) except where any such information is in the public domain or where disclosure is required in order to comply with the lawful requirements of any law or recognised stock exchange. A Party may also disclose confidential Information to financiers or a prospective financiers (and their advisers) and to prospective purchasers of any of a party's assets provided they give similar confidentiality undertakings to the party concerned.

$8.2$ Announcements

A party must not make any public announcement concerning this letter agreement or containing any other confidential information unless:

• $(a)$ the text of the proposed announcement has been provided to the other party at least 2 business days prior to the time the announcement is proposed to be made or, where the announcement is required to be made under the rules of a recognised stock exchange in a shorter period of time, that shorter period of time; and
• $(b)$ the party making the announcement has considered in good faith any reasonable additions or amendments to its proposed announcement requested by the other party.

8.3 Survival of obligations

The provisions of this Clause 8 will survive for 24 months after the date on which Centaurus countersigns this letter notwithstanding the failure of the Condition Precedent and/or the termination of this transaction for any reason, provided that with effect from the time of Settlement, Clancy's will be released from all its obligations under this Clause 8 that relate to Mining Information.

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$\boldsymbol{9}$ FURTHER ASSURANCES

• The Parties must make, do, execute and deliver all such further acts, instruments and $(a)$ things as may be necessary or expedient to implement and give full effect to the provisions of this Agreement.
• $(b)$ For a period of twelve months after the date of this Agreement, Clancy will not while it still holds the entire beneficial and legal interest in any of the Licences surrender such Licence without first giving Centaurus at least two weeks' notice to that effect ("Surrender Notice"), provided that if Centaurus within two weeks of receipt of the Surrender Notice gives Clancy notice of Centaurus' desire to acquire such Licence. then the Parties will use all reasonable endeavours (but at the cost of Centaurus) to transfer such Licence to Centaurus for a consideration of \$100.

10 GOVERNING LAW AND JURISDICTION

This letter agreement is governed by and will be construed in accordance with the laws of the State of New South Wales and (without prejudice to the right of any Party to proceed against the other in any other court) each Party irrevocably submits unconditionally to the jurisdiction of the courts of that State and of all courts competent to hear appeals from those courts in relation to any legal action, suit or proceeding arising out of or relating to this Agreement.

$11$ GST

$11.1$ Amounts specified are GST exclusive

Except where this Agreement expressly provides otherwise:

• the Parties acknowledge that all amounts payable or required to be expended under $(a)$ this Agreement are expressed on a GST exclusive basis; and
• $(b)$ if GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply will be the amount specified in this Agreement plus GST, subject to provision of an appropriate Tax Invoice. The GST will be pay told within 14 days of

$12$ COSTS

• $(a)$ Each Party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement and any ancillary document.
• $(b)$ Clancy will pay any stamp duty attracted by the execution of this Agreement and the Sale (including but not limited to the related Instruments of Transfer).

13 ANCILLARY PROVISIONS

$13.1$ Amendment

No amendment or variation of this Agreement is valid or binding on a Party unless made in writing and executed by all Parties.

$13.2$ Interpretation

In this Agreement, a reference to a Licence or any other Mining Licences (the "subject" licence") includes a reference to any licence applied for or granted in renewal or extension of the subject licence or in substitution or modification of the subject licence whether in whole or in part.

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If the terms set out in this letter are acceptable to Centaurus, please would you countersign where provided at the end of this letter. These terms would then be binding on both parties and we can start working on the text of an announcement.

Yours sincerely

$\mathbf{v} = \mathbf{v}$

$\Lambda$

$M-A$ .

Mark Stewart Managing Director, Clancy Exploration Ltd

Centaurus Resources Limited hereby accepts the terms set out above

By

Aff / Moull
STEVE WoolsHAM

Print Full name: Mark Papendieck

Authorised Signatory for and on behalf of Centaurus Resources Limited

Date: 7 October 2008