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

Atlas and Atlas Associates

Atlas

Atlas

60,320,264 Ordinary shares

60,320,264 Ordinary shares

60,320,264

3,333,333 listed options

3,333,333 listed options

-

Name and ACN/ARSN (if applicable)

Nature of association

Each of the Atlas Associates

Atlas is the ultimate holding company of each of the Atlas Associates listed in Annexure A. Each of the Atlas Associates is therefore an associate under section 12(2)(a) of the Corporations Act.

Name

Address

Atlas

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Atlas Associates

See Annexure A.

1. Changes in association

2. Addresses

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:

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

Signature

print name Anthony M Walsh capacity Company Secretary

sign here

date 01/12/2015

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 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:

7. 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

8. 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).

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 on 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.

10. 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''.

11. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.






















See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001.

Name

ACN

Address

Atlas Operations Pty Ltd

122 835 947

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

St George Magnetite Pty Ltd

122 999 044

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Mt Gould Minerals Pty Ltd

118 341 147

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Weld Range Iron Ore Pty Ltd

118 340 686

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Tiziflower Investment Inc

N/A

8th Floor, Capital Plaza Building, Roberto Motta Ave & Costa del Este Ave, Panama City, Panama

Jakkitower Enterprises SA

N/A

8th Floor, Capital Plaza Building, Roberto Motta Ave & Costa del Este Ave, Panama, City, Panama

Warwick Resources Pty Ltd

063 506 963

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Aurox Resources Pty Ltd

106 793 560

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Ferro Minerals Australia Pty Ltd

113 996 106

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Atlas America Finance Inc.

State of Delaware

1209 Orange Street, Wilmington, Delaware 19801, USA

Atlas Pty Ltd

161 762 116

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Giralia Resources Pty Ltd

009 218 204

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Tallering Resources Pty Ltd

077 183 165

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Minera Atacamena Limited

N/A

Avenida Andrés Bello 2711, oficina 1701, comuna de Las Condes, Santiago, Chile

Wheelbarrow Prospecting Pty Ltd

118 926 613

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Carlinga Mining Pty Ltd

077 264 487

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

FerrAus Pty Ltd

097 422 529

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

FerrAus Manganese Pty Ltd

147 298 940

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

South East Pilbara Assets Pty Ltd

152 057 022

Level 18, Raine Square, 300 Murray Street, Perth WA 6000

Australian Manganese Pty Ltd

100 061 854

Level 18, Raine Square, 300 Murray Street, Perth WA 6000