Partner David Clee

T +61 2 9263 4368

dclee@gtlaw.com.au

Our ref DXC:TJG:1028611

15 November 2016 By mail

L 35, TOWER TWO, INTERNATIONAL TOWERS SYDNEY 200 BARANGAROO AVENUE,

BARANGAROO NSW 2000 AUS

T +61 2 9263 4000 F +61 2 9263 4111 GTLAW.COM.AU

To

Company Announcements Platform Australian Securities Exchange

Notice of change of interests of substantial holders

Dear Sir/Madam

On behalf of Marathon Asset Management, L.P., we enclose a Form 604 (Notice of change of interests of substantial holders) in respect of Atlas Iron Limited ACN 110 396 168 (ASX:AGO) pursuant to section 671B of the Corporations Act 2001 (Cth).

Yours faithfully

Gilbert + Tobin

David Clee Partner

T +61 2 9263 4368

dclee@gtlaw.com.au

38022088_1

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Atlas Iron Limited (Atlas) ACN/ARSN 110 396 168

1. Details of substantial holder (1)

NameMarathon Asset Management, L.P (Marathon), Marathon Asset Management GP, L.L.C (MAMG), Bruce Richards, Louis Hanover and the entities listed in Annexure A (Associates) (together the Substantial Holders).

ACN/ARSN (if applicable) Not applicable.

There was a change in the interests of the

substantial holder on

11/11/2016

The previous notice was given to the company on

04/08/2016

The previous notice was dated

03/08/2016

  1. 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

    Class of securities (4)

    Previous notice

    Present notice

    Person's votes

    Voting power (5)

    Person's votes

    Voting power (5)

    Ordinary shares

    1,016,110,313

    11.12%

    779,677 ,892

    8.53%

  2. 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 securities 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

236,432,421

01/08/2016

Marathon, MAMG, Netdisposal of Bruce Richard, Louis ordinaryshares Hanover

$3 ,850,930.52 approx.

236,432 ,421

ordinary shares

See

B

Annexure

The Managed

See Annexure B.

Entities listed in See Annexure B. Annexure B of this

See Annexure B.

See Annexure B.

form .

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voling securities after the change are as follows:

Person

Holder of

Registered

entitled

Nature of

Class and

relevant

holder of

to be

relevant

number of Person's votes

interest

securities

registered

interest (6)

securities

as holder (8)

Relevant interest under sections 608(1)(b) and (c) of the Corporations Act

The Managed The Managed 2001 (Cth) (Corporations 779,677 ,892 779,677 ,892

Marathon

Entities Entities

Act) in the ordinary

shares held by or on behalf of the funds listed in Annexure A of this form (Managed Entities).

ordinary shares

The Managed The Managed In its capacity as the 779,677,892 779,677,892 MAMG Entities Entities general partner of ordinary shares

Marathon.

In his capacity as a

Bruce Richards The Managed The Managed person whose voting 779,677,892 779,677,892 Entities Entities power in MAMG is greater ordinary shares

than 20%.

In his capacity as a

Louis Hanover The Managed The Managed person whose voting 779,677,892 779,677,892 Entities Entities power in MAMG is greater ordinary shares

than 20%.

-

The Managed! See Annexure A Entities

I

  1. 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

    MAMG, Marathon and the Managed Entities

    No change in association .

  2. Addresses

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

Name

Address

Marathon, each of the Managed Entities, MAMG. Bruce Richards and Louis Hanover

One Bryant Park, 38th Floor, New York, New York, United States, 10036

Signature

Marathon Asset Management, L.P print name LOUIS HANOVER

capacity

AUTHORIZED SIGNATORY

sign here

Atlas Iron Limited published this content on 15 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 November 2016 06:18:09 UTC.

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