Red 5 : Notice of initial substantial shareholding

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Red 5 Limited (Red 5)

603 page 1/2 15 July 2001

ACN/ARSN 068 647 610

1. Details of substantial holder (1)

   Name St Ives Gold Mining Company Ply Ltd (SIGMC)and each of the companies listed in Annexure A (together,the Gold Fields Group)

   ACN/ARSN (if applicable) 098 386 273 (seealso Annexure A)

   The holder became a substantial holder on 2 October 2017

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

   Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
   Ordinary shares	246 ,875,821	246,875,821	19.92%

3. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows :

   Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
   SIGMC	St Ives Gold Mining Company Pty Ltd has a relevant interest in the securities referred to in Section 2 by virtue of section 608(1)(a) of the Corporations Act.	246 ,875,821 ordinary shares
   Each member of the Gold Fields Group	Have a relevant interest in the in he securities referred to in Section 2 because through the application of section 608(3) of theCorporations Act as they are associates of SIGMC by virtue of section 11 of theCorporations Act.	246,875,821 ordinary shares

4. Details of present registered holders

   The persons registered as holders of the securities referred to in paragraph 3 above are as follows :

   Holder of relevant interests	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
   SIGMC	SIGMC	SIGMC	246,875,821 ordinary shares
   Each member of the Gold Fields Group	See above	See above	246 ,875,821 ordinary shares

5. Consideration

   The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows :

   Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
   SIGMC	2 October 2017	Deemed consideration of $0.05 per share under Darlot Gold Mine sale agreement dated 3 August 2017	130,000,000
   SIGMC	2 October 2017	$0.05 per share pursuant to underwriting of Red 5 rights issue	116,875,821

6. Assoc iates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Each member of the Gold Fields Group	See section 3 of this Form 603 .

1. Addresses

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

   Name	Address
   SIGMC	Level 5, 50 Colin Street West Perth WA 6005
   Each member of the Gold Fields Group	c/o - Gold Fields Australia Pty Ltd, Level 5,50 Colin Street West Perth WA 6005

   Signature

   print name AlexanderMuncapacity Director

   sign hereDate ?_ _/02017

   DIRECTIONS

2. 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 7 of the form.

3. See the definition of "associate" in section 9 of the Corporations Act 2001.

4. See the definition of "relevant interest"in sections 608 and 6718(7) of the Corporations Act 2001 .

5. The voting shares of a company constitute one class unless divided into separate classes .

6. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

7. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

8. Include details of:

9. any relevant agreement or other circumstances by which the relevant interest was acquired .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 details of any contract,scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

10. 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.

11. 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".

12. 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.

13. Annexure A

    This is Annexure A of 4 pages (including this page) referred to in Form 603, Notice of Initial Substantial Holder, given by Gold Fields Group.

    Dated: '- Oc....v bQ.r2017

    Signed:

    Name:

    G

    Alexander Munt

    Director

    St Ives Gold Mining Company Pty ltd

    Company

    Gold Fields Limited

    GFL Mining Services Ltd

    Gold Fields Holdings Company (BVI) Limited Gold Fields Australia Pty Ltd

    Gold Fields Australasia Pty Ltd Corporate International Holdings BV St Ives Holding Company Pty Ltd

    St Ives Gold Mining Company Pty Ltd Agnew Holding Company Pty Ltd Agnew Gold Mining Company Pty Ltd Agnew Heritage Pty Ltd

    Gold Fields DHC Pty Ltd

    GSM Holding Company Pty Ltd GSM Mining Company Pty Ltd Gruyere Mining Company Pty Ltd Gruyere Management Pty Ltd

    Gold Fields Orogen Holding (BVI) Limited Gold Fields Australasia (BVI) Limited

    Gold Fields Corona (BVI) Limited

    Gold Fields Peru Holdings (BVI) Limited Gold Fields Latin America (BVI) Limited Gold Fields Guinea (BVI) Limited

    Gold Fields Fujian (BVI) Limited Gold Fields Essakane (BVI) Ltd

    Gold Fields Salares Norte Holdings (BVI) Ltd Transmisora Norperuana Holdings (BVI) Ltd Gold Fields Pircas (BVI) Ltd

    Gold Fields Central Ashanti Holdings Limited.

    Gold Fields PDN Holdings Limited. Gold Fields Ghana Holdings (BVI) Ltd FSE Services Limited

    Gold Fields Netherlands Cooperatief U.A. Gold Fields Netherlands Services BV Gold Fields Metals BV

    Gold Fields Exploration BV

    Gold Fields Canada Exploration BV

    ACN/ABN/ARSN/Company number

    NIA NIA NIA

    098 385 285

    087 624 600

    NIA

    165 234 515

    098 386 273

    165 234 659

    098 385 883

    155 888 949

    165 234 300

    165 234 051

    165 235 030

    615 729 005

    615 728 795

    NIA NIA NIA NIA NIA NIA NIA NIA NIA NIA

    NIA NIA NIA

    NIA NIA

    NIA NIA

    NIA NIA NIA