Partner David Clee

T +61 2 9263 4368

[email protected]

Our ref DXC:TJG:1028611

16 November 2016 By mail

L 35, TOWER TWO, INTERNATIONAL TOWERS SYDNEY 200 BARANGAROO AVENUE,

BARANGAROO NSW 2000 AUS

T +61 2 9263 4000 F +61 2 9263 4111 GTLAW.COM.AU

To	Company Announcements Platform Australian Securities Exchange

Notice of change of interests of substantial holders

Dear Sir/Madam

On behalf of Marathon Asset Management, L.P., we enclose a Form 604 (Notice of change of interests of substantial holders) in respect of Atlas Iron Limited ACN 110 396 168 (ASX:AGO) pursuant to section 671B of the Corporations Act 2001 (Cth).

Yours faithfully

Gilbert + Tobin

David Clee Partner

T +61 2 9263 4368

[email protected]

38025256_1

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Atlas Iron Limited (Atlas) ACN/ARSN 110 396 168

1. Details of substantial holder (1)

   Name Marathon Asset Management, L.P (Marathon), Marathon Asset Management GP, L.L.C (MAMG), Bruce Richards, Louis Hanover and the entities listed in Annexure A (Associates) (together the Substantial Holders).

   ACN/ARSN (if applicable)

   Not applicable.

   There was a change in the interests of the substantial holder on	14/11/2016
   The previous notice was given to the company on	15/11/2016
   The previous notice was dated	14/11/2016

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

   Class of securities (4)	Previous notice		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary shares	779,677,892	8.53%	643,096,894	7.03%

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 or scheme are as follows :

   Date of change	Person whose relevant Nature of interest change (6) changed	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   14/11/2016	Marathon, MAMG, Net disposalof Bruce Richard, Louis ordinaryshares Hanover	$3,452,904.21 approx .	136,580,998 ordinary shares	136 ,580 ,998
   See Annexure B	The Managed	See Annexure B.
   	Entities listed in See Annexure B. Annexure B of this		See Annexure B.	See Annexure B.
   	form .

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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   Marathon	The Managed Entities	The Managed Entities	Relevant interest under sections 608(1)(b) and (c) of the Corporations Act 2001 (Cth) (Corporations Act) in the ordinary shares held by or on behalf of the funds listed in Annexure A of this form (Managed Entities).	643,096,894 ordinary shares	643,096,894
   MAMG	The Managed Entities	The Managed Entities	In its capacity as the general partner of Marathon.	643,096,894 ordinary shares	643,096.894
   Bruce Richards	The Managed Entities	The Managed Entities	In his capacity as a person whose voling power in MAMG is greater than 20%.	643,096,894 ordinary shares	643,096,894
   Louis Hanover	The Managed Entities	The Managed Entities	In his capacity as a person whose voting power in MAMG is greater than 20%.	643,096,894 ordinary shares	643,096,894
   The Managed Entities	See Annexure A

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
MAMG, Marathon and the Managed Entities	No change in association.

6. Addresses

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

Name	Address
Marathon, each of the Managed Entities, MAMG, Bruce Richards and Louis Hanover	One Bryant Park, 38th Floor, New York , New York, United States, 10036

Signature

Marathon Asset Management, LP

print name LOUIS HANOVER

capacity

AUTHORIZED SIGNATORY

sign here Date11

15/11/2016