RAREX LIMITED — Major Shareholding Notification 2013

Feb 18, 2013

603 June 2009

Form 603

Corporations Act
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		GOLD FIELDS LIMITED and the entities listed below (GOLD FIELDS)
	ACN/ARSN (if applicable)	Not applicable
	The holder became a substantial holder on	February 2013

$2.$ 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

_________ Class of securities (4) Programmation	______ ______ Number of securities ______ . ______	______ ______ , Persons votes (5)	________ Voting power (6)
Ordinary ________	.764 783 _________	the company's company and the company's company's 17,764.783 ________	__ ______ _ 8.62%

$\bar{\bf 3}.$ 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
St Ives Gold Mining Company Pty Ltd (SIGMC)	Registered holder of shares	17,764,783 ordinary shares
Gold Fields Australia Pty Ltd	Has the power to control the exercise of a right to vote or disposal of shares	17,764,783 ordinary shares
Gold Fields Australasía (BVI) Ltd	Has the power to control the exercise of a right to vote or disposal of shares	17.764.783 ordinary shares
Gold Fields Orogen Holding BVI Ltd	Has the power to control the exercise of a right to vote or disposal of shares	17,764,783 ordinary shares
GFL Mining Services Limited	Has the power to control the exercise of a right to vote or disposal of shares	17,764,783 ordinary shares
Gold Fields	Has the power to control the exercise of a right to vote or disposal of shares	17,764,783 ordinary shares

$\boldsymbol{4}$ 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
SIGMC	SIGMC	SIGMC ___	17,764,783 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
SIGMC	リーマーパ	\$500,000.00		14,285,714 ordinary shares

$6.$ 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
Gold Fields Australia Pty Ltd ACN 098 385 285	Sole shareholder of SIGMC
Gold Fields Australasia (BVI) Ltd	Sole shareholder of Gold Fields Australia Pty Ltd
Gold Fields Orogen Holding BVI Ltd	Sole shareholder of Gold Fields Australasia (BVI) Ltd
GFL Mining Services Limited	Sole shareholder of Gold Fields Orogen Holding BVI Limited
Gold Fields	Ultimate holding company

7. Addresses

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

Name	Address
SIGMC	Level 5, 50 Colin Street, West Perth, Western Australia, Australia
Gold Fields Australia Pty Ltd	Level 5, 50 Colin Street, West Perth, Western Australia, Australia
Gold Fields Australasia (BVI) Ltd	9 Colombus Centre, Pelican Drive, Tortofa, British Virgin Islands
Gold Fields Orogen Holding BVI Ltd	9 Colombus Centre, Pelican Drive, Tortola, British Virgin Islands
GFL Mining Services Limited	150 Helen Road, Sandton, Johannesburg, 2196 South Africa
Gold Fields	150 Helen Road, Sandton, Johannesburg, 2196 South Africa

Signature

print name	KE Robinson	capacity	Company Secretary
sign here	. .	date	$19 - 2 - 13$

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.
• $(2)$ See the definition of 'associate' in section 9 of the Corporations Act.
• $(3)$ See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act.
• $(4)$ 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 $(5)$ associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• (7) Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy $(a)$ 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.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ 'unknown'.
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(9)$ 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.