ST GEORGE MINING LIMITED — Major Shareholding Notification 2011

Jun 22, 2011

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	St George Mining Limited
ACN/ARSN	139 308 973
1. Details of substantialholder(1)Name	John Prineas
ACN/ARSN (if applicable)
There was a change in the interests of thesubstantial holder on	20/06/2011
The previous notice was given to thecompany on	13/04/2011
The previous notice was dated	13/04/2011
2 Provinue and procent voting power

1. Previous and present voting power

$\sim$

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)
Fully paid ordinary shares	7.553.517	14.38%	8.103,517	15.44%

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 a substantial holding notice to the company are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relation tochange $(7)$	Class andnumber ofsecuritiesaffected	Person's votesaffected
7-20 June2011	John Prineas	On-Market	$60,077	320.000Ordinary FullyPaid Shares	0.62%
$8-15$ June2011	Zeus PrivateEquity Pty Ltd	On-Market	$21,590	110.000Ordinary FullyPaid Shares	0.21%
16 June 2011	Zeus Super PtyLtd <zeus super<br="">Fund A/C>	On-Market	$23,120	120.000Ordinary FullyPaid Shares	0.23%

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevantinterest	Registeredholder ofsecurities	Person entitled to beregistered as holder(8)	Nature of relevantinterest (6)	Class andnumber ofsecurities	Person's votes
John Prineas	John Prineas	John Prineas	Legal and beneficialholder	7,332,517 fully paidordinary shares (ORD)
Zeus PrivateEquity Pty Ltd	Zeus PrivateEquity Pty Ltd	Zeus Private EquityPty Ltd	Legal and beneficialholder	601,000 fully paidordinary shares
Zeus Super PtyLtd <zeus super<br="">Fund A/C>	Zeus SuperPty Ltd <zeusSuper FundAC></zeus	Zeus Super Pty Ltd<zeus fund<br="" super="">A/C	Legal and beneficialholder	170,000 ordinary fullypaid shares

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
NI

1. Addresses

The addresses of persons named in this form are:

Name	Address
John Prineas	43 Badgery Avenue, Homebush, NSW 2140
Zeus Private Equity Pty Ltd	GPO Box 5322, Sydney, NSW 2001
Zeus Super Pty Ltd <zeus fund<br="" super="">A/C	GPO Box 5322, Sydney, NSW 2011

Signature

print name	John Prineas		capacity Director
sign here $\boldsymbol{\mathsf{Y}}$		Maris	date 22 June 2011
		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.
• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (6) Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, $(a)$ 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 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.

$(7)$ 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.

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. $(9)$