Red 5 : Notice of initial substantial shareholding from RED

Red 5LimitedABN 73 068 647 610‌‌‌

PO Box 1911 West Perth 6872 Telephone: [phone]

Western Australia, Australia Facsimile: [phone]

3 October 2017

ASX Market Announcements ASX Limited

Level 4

20 Bridge Street

SYDNEY NSW 2000

SUBSTANTIAL SHAREHOLDING NOTICE

Please find enclosed a Notice of Initial Substantial Shareholding which Red 5 Limited (Company) is required to lodge by virtue of the Company having a deemed relevant interest in its own securities as a result of Voluntary Escrow Deeds for shares held by Saracen Mineral Holdings Limited and St Ives Gold Mining Company Pty Ltd.

The deemed relevant interest will lapse upon expiry of the voluntary escrow on 2 October 2018.

Frank Campagna

Company Secretary

Form 603‌

Corporations Act 2001 Section 671B

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	220,000,000	220,000,000	17.75%

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Red 5 Limited	The Company has a relevant interest in its own securities as a result of a Voluntary Escrow Deed dated 2 October 2017 (Saracen Escrow Deed), attached in annexure A, which gives Red 5 Limited a technical relevant interest under section 608(1)(c) of the Corporations Act 2001 (Cth) in shares held by Saracen Mineral Holdings Limited, the subject of the Saracen Escrow Deed. However Red 5 Limited has no right to acquire these shares or to control voting rights attached to these shares.	90,000,000 fully paid ordinary shares
Red 5 Limited	The Company has a relevant interest in its own securities as a result of a Voluntary Escrow Deed dated 2 October 2017 (St Ives Escrow Deed), attached in annexure B, which gives Red 5 Limited a technical relevant interest under section 608(1)(c) of the Corporations Act 2001 (Cth) in shares held by St Ives Gold Mining Company Pty Ltd , the subject of the St Ives Escrow Deed. However Red 5 Limited has no right to acquire these shares or to control voting rights attached to these shares.	130,000,000 fully paid ordinary shares

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Red 5 Limited	Saracen Mineral Holdings Limited	Saracen Mineral Holdings Limited	90,000,000 fully paid ordinary shares
	St Ives Gold Mining Company Pty Ltd	St Ives Gold Mining Company Pty Ltd	130,000,000 fully paid ordinary shares

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
Cash	Non-cash
Red 5 Limited	2 October 2017	No consideration was paid for the relevant interest referred to in paragraph 3.		220,000,000 fully paid ordinary shares

Notice of initial substantial holder

603 page 2/2 15 July 2001

To Company Name/Scheme ACN/ARSN 1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	RED 5 LIMITED
	ACN 068 647 610
	RED 5 LIMITED
	ACN 068 647 610
The holder became a substantial holder on 02/10/2017 Details of voting power Details of relevant interests Details of present registered holders Consideration 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: 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: The persons registered as holders of the securities referred to in paragraph 3 above are as follows: 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:

1. Associates

   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
   Not applicable	Not applicable

2. Addresses

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

Name	Address
Red 5 Limited	Level 2, 35 Ventnor Avenue, West Perth WA 6005 Australia

Signature

print name

sign here

Frank Campagna

capacity

date

Company Secr etary

03.10.17

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 7 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 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.

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

7. Include details of:

8. any relevant agreement or other circumstances by which the relevant interest was acqu red. If subsection 671B(4) applies, a copy of any

   document setting out the terms of any relevant agreement, and a state

   ent 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

9. 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.

10. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises becaus e of an option) write "unknown.'"

11. Details of the consideration must include any and all benefits, moneys 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.

12. Annexure A

    This is annexure "A" of 15 pages (not including this cover page) referred to in the Form 603 (Notice of Initial Substantial Holder) signed by me and dated 3 October 2017.

    …

    ………………

    ……………

    Frank Campagna Company Secretary Red 5 Limited

    3 October 2017