Cleveland Mining Co Ltd : Notice of Intial Substantial Shareholder

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme CLEVELAND MINING COMPANY LIMITED

ACN/ARSN ACN 122711880

1. Details of substantial holder (1)

Name BC IRON (SA) PTY LTD

ACN/ARSN (if applicable) ACN 158857848

The holder became a substantial holder on

603 Page 1 of 2 15 July 2001

2. Details of voting power

The total number of votes attached to ali 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	8,790,833	8,790,833	5.00%

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
BC IRON (SA) PTY LTD	Acquisition of 8,790,833 shares under the Placing of Cleveland Mining as announced on 20 August 2012 and completed on 22 August 2012. Shares issued and allotted on 29 August 2012.	8,790,833 ordinary shares fully paid
BC IRON (SA) PTY LTD	Acquisition of 8,790,833 shares under the Placing of Cleveland Mining as announced on 20 August 2012 and completed on 22 August 2012. Shares issued and allotted on 29 August 2012.	8,790,833 ordinary shares fully paid

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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
BC IRON (SA) PTY LTD	BC IRON (SA) PTY LTD	BC IRON (SA) PTY LTD	8,790,833 ordinary shares fully paid

5. Consideration

The consideration paid far 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
		Gash	Non-cash
BC IRON (SA) PTY LTD	29/08/2012	$5,643,714.79	N/A	8,790,833 ordinary shares fully paid

603 Page 2 of 2 15 July 2001

6. 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
N/A

7. Addresses

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

Name	Address
BC IRON (SA) PTY LTD	LEVEL l, 15 RHEOLA ST WEST PERTH WA 6005

Signature

print name LINDA EDGE capacity COMPANY SECRETARY

sign here d e 29/08/2012

DIRECTIONS
(1) lf 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. lf 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 671 8(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 ali 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:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. lf 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 contrae!, scheme or arrangement, must accompany this form, together with a written statement certifying this contrae!, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, contro! 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.
(8) lf the substantial holder is unable to determina the identity of the person ( eg. if the relevant interest arises because of an option) write

"unknown".

(9) Details of the consideration must include any and ali 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.