S2 RESOURCES LTD — Major Shareholding Notification 2016

Feb 25, 2016

Form 604

Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	S2 Resources Ltd
ACN/ARSN	606 128 090
1. Details of substantial holder(1)
Name	Mark Gareth Creasy, Yandal Investments Pty Ltd (ACN 070 684 810), FraserX Pty Ltd (ACN 099 488 114),
	Ponton Minerals Pty Ltd (ACN 108 313 024), Lake Rivers Gold Pty Ltd (ACN 122 986 681) and Free CI Pty Ltd
	(ACN 147 090 542)
ACN/ARSN (if applicable)	As above
There was a change in the interests of the substantial holder on	25/02/2016
The previous notice was given to the company on	21/09/2015
The previous notice was dated	21/09/2015

2. Previous and present 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 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		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Shares	73.146.151	35.27%	73,146,151	33.90%

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

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
25/02/2016	FraserX Pty Ltd	Off-Market Sale	NIL	10,362,264 Ordinary Shares	10,362,264
25/02/2016	Yandal Investments Pty Ltd	Off-Market Purchase	\$1,450,716.96	10,362,264 Ordinary Shares	10,362,264

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	Registered holder of	Person entitled to be	Nature of relevant	Class and	Person's
interest	securities	registered as holder (8)	interest (6)	number of securities	votes
Mark Gareth Creasy and Yandal Investments Pty Ltd	Yandal Investments Pty Ltd	Yandal Investments Pty Ltd	Registered holder	47,476,761 ordinary shares	47,476,761
Mark Gareth Creasy and Yandal Investments Pty Ltd	Legend Mining Limited	Legend Mining Limited	By Section 608(3) Corporations Act	750,000 ordinary shares	750,000
Mark Gareth Creasy and Yandal Investments Pty Ltd	Ponton Minerals Pty Ltd	Ponton Minerals Pty Ltd	Registered holder	8,306,464 ordinary shares	8,306,464
Mark Gareth Creasy and Yandal Investments Pty Ltd	Lake Rivers Gold Pty Ltd	Lake Rivers Gold Pty Ltd	Registered holder	8,306,463 ordinary shares	8,306,463
Mark Gareth Creasy and Yandal Investments Pty Ltd	Free CI Pty Ltd	Free CI Ptv Ltd	Registered holder	8,306,463 ordinary shares	8,306,463
Mark Gareth Creasy and Yandal Investments Pty Ltd	FraserX Pty Ltd	FraserX Pty Ltd	Registered holder	NIL	NIL

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
N/L

6. Addresses

The addresses of persons named in this form are:

Name	Address
Yandal Investments Pty Ltd	Level11, 216 St. Georges Terrace, Perth WA
Legend Mining Limited	Level 1, 8 Kings Park Road, West Perth WA 6005
Ponton Minerals Pty Ltd	Level11, 216 St. Georges Terrace, Perth WA
Lake Rivers Gold Pty Ltd	Level11, 216 St. Georges Terrace, Perth WA
Free CI Pty Ltd	Level11, 216 St. Georges Terrace, Perth WA
FraserX Pty Ltd	Level11, 216 St. Georges Terrace, Perth WA

Signature

pri

print name	Mark Gareth Creasy	capacity	Sole Director/Secretary
sign here	We man	Date	25 February 2016

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.
• $(2)$ 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.

• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$

• Include details of: $(6)$

• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(7)$ 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.
• If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$