Fitzroy River : RCO - Change in substantial holding from FZR - 5 January 2017

Form 604

Corporations Act 2001

Section 6718

Notice of change of interests of substantial holder

Tu.. Company Name/Scheme Ro"t A1, co R lf SoURC 5 Lt lfl!D

ACN/A RSN A .l .t./ . ocu, 3 11 12

1. Details of substantia l holder(1)

Name h1 z.ti.o"( RN f:fl Cot PolUtrio..J L, ..,,,rb (f ,.,.i( o'f

ACN/ARSN (if applicable) '

There was a change in the interests of the substantial holder on

't- 1 111

The previous notice was given to the company on l't , 111 lb

The previous notice was dated ,3 i l l/ l ie,

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	Votinq power (5	Person's votes	Votinq power (5)
Ou it.a Ail-'f 1-1r1a1.	10 S''tl S'oo	l o S-4-2 )oof1	; ,, I 3 tS'G	ll 1 1 3 IS'' (21.0810
I

)

1. 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 securit ies 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 interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   JlS	f'cP..	!l H€ 1)1J l...t A	rfT"lHEl>

2. 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
   frri.to,	AS Pi l. A80v£	A f'f 'I.. '1 Ad	L(G-JlL •	II.n 3,t S't	,
   8E'iv'f l
   HoL i)E ,(

   ,, ll 3 lf'f

3. 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

6. Addresses

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

Name

Signature

print name

sign here date 5" I l I I t

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 dearly 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 6718(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 delails of:

   {a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(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 deta ils 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.

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, becom·e 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.

8. 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".

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

SCHEDULE 1 ATTACHMENT TO FORM 604 DATED 5 JANUARY, 2017

Shares acquired on market:

Date of Change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Persons votes affected
14/12/16	Fitzroy	On market purchase	$0.20 per share	58,431	58,431
15/12/16	Fitzroy	On market purchase	$0.20 per share	10,000	10,000
16/12/16	Fitzroy	On market purchase	$0.20 per share	110,000	110,000
20/12/16	Fitzroy	On market purchase	$0.20 per share	85,425	85,425
21/12/16	Fitzroy	On market purchase	$0.20 per share	50,000	50,000
29/12/16	Fitzroy	On market purchase	$0.20 per share	30,000	30,000
30/12/16	Fitzroy	On market purchase	$0.20 per share	42,000	42,000
03/01/17	Fitzroy	On market purchase	$0.20 per share	54,803	54,803
Total:	440,659

Shares acquired pursuant to Off M arket Offer under Replacem ent Bidder's Statem ent dated 21 December 2016:

Date of Change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Persons votes affected
03/01/17	Fitzroy	Increase in	$0.20 per share	110,000	110,000
		relevant interest	being the Offer
		as a result of	Price under the
		acceptances of	Takeover Offer
		Fitzroy's takeover
		off under the
		Replacement
		Bidder's
		Statement dated
		21/12/16
		(Takeover Offer)
04/01/17	Fitzroy	As above	As above	20,000	20,000
Total:	130,000