National Australia Bank : Becoming a substantial holder for SFR

Corporations Act 2001

1. Details of substantial shareholder

   Name

   ACN (if applicable)

   The Secretary Sandfire Resources NL Level 1 31 Ventnor Avenue West Perth WA 6005 Ph: (08) 6430 3800 Fax: (08) 6430 3849 105 154 185

   National Australia Bank Limited (ACN 004 044 937) and its associated entities listed in Annexure A

   The holder became a substantial holder on 17/05/2017

   SFR
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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

   Class of securities	Number of securities	Persons' votes	Voting power
   Fully paid ordinary shares	8,088,487	8,088,487	5.128%

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	Class and number of securities
   MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 3,408,145
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 19,607
   MLC Wealth Management Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 2,548
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 2,469,650
   NULIS Nominees (Australia) Limited	Power to control the voting and /or disposal of securities pursuant to position held as manager under investment mandate.	Fully paid ordinary shares 830
   MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 16,260
   National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 1,537,000

   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 306,659
   National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 327,788
   TOTAL	8,088,487

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	Class and number of securities
   MLC Investments Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 3,408,145
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 19,607
   MLC Wealth Management Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 2,458
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 2,469,650
   NULIS Nominees (Australia) Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 830
   MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)	Fully paid ordinary shares 16,260
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 1,537,000
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 306,659
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 327,788
   TOTAL	8,088,487

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	Class and number of securities
   Cash	Non-cash	Fully paid ordinary shares
   Antares Capital Partners Limited	3/05/2017	$285,658.31	49,690
   Antares Capital Partners Limited	10/05/2017	$199,442.42	34,949
   MLC Investments Limited	3/05/2017	$116,758.30	20,310
   MLC Investments Limited	10/05/2017	$71,413.27	12,514

   MLC Investments Limited	16/05/2017	$2,076,254.45	352,505
   Antares Capital Partners Limited	3/05/2017	$143,673.61	25,001
   NULIS Nominees (Australia) Limited	3/05/2017	$769.01	135
   NULIS Nominees (Australia) Limited	3/05/2017	$1,065.25	187
   National Australia Bank Limited	03/05/2017 to 17/05/2017 - Securities Lending	No consideration directly referable to the securities provided by NAB	Refer to Appendix 1 Table
   National Australia Bank Limited	10/05/2017 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	68,327
   National Australia Bank Limited	17/05/2017 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	51,240
   National Australia Bank Limited	3/05/2017 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	14,300
   National Australia Bank Limited	5/05/2017 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	28,500
   National Australia Bank Limited	12/05/2017 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	19,200
   National Australia Bank Limited	15/05/2017 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	38,400
   National Australia Bank Limited	16/05/2017 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	14,200

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
   MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
   MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   NULIS Nominees (Australia) Limited	NULIS Nominees (Australia) Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.

7. Addresses

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

Name

Signature