General Mining : 29 May 2016 - Galaxy Resources and General Mining to Merge

df30d9e6-d121-4276-87ec-779793cbdd18.pdf Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

603 page 1/2 15 July 2001

To Company Name/Scheme General Mining Corporation Limited

ACN/ARSN 125 721 075

1. Details of substantial holder (1)

   Name Galaxy Resources Limited (GXY)

   ACN/ARSN (if applicable) ACN 071 976 442

   The holder became a substantial holder on 29 / 05 / 2016.

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	Persons' votes (5)	Voting power (6)
   Ordinary shares	21,398,217	21,398,217	6.86%

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
   Galaxy Resources Limited	Relevant interest under section 608(1)(c) and/or section 608(8) of the Corporations Act, being a relevant interest arising under pre bid acceptance deeds entered into with Wyllie Group Pty Ltd, PPB Capital Pty Ltd, Botsis Super Pty Ltd as trustee for the Phil and Pamela Botsis Superannuation Fund and Botsis Holdings Pty Ltd, as attached to this Notice as Annexure B.	15,398,217 fully paid ordinary shares
   Galaxy Resources Limited	Relevant interest under section 608(1)(a) of the Corporations Act, as the holder of the securities	6,000,000 fully paid 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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
   Galaxy Resources Limited	Wyllie Group Pty Ltd, PPB Capital Pty Ltd, Botsis Super Pty Ltd as trustee for the Phil and Pamela Botsis Superannuation Fund and Botsis Holdings Pty Ltd	Wyllie Group Pty Ltd, PPB Capital Pty Ltd, Botsis Super Pty Ltd as trustee for the Phil and Pamela Botsis Superannuation Fund and Botsis Holdings Pty Ltd	15,398,217 fully paid ordinary shares
   Galaxy Resources Limited	Galaxy Resources Limited	Galaxy Resources Limited	6,000,000 fully paid 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
   Cash	Non-cash
   Galaxy Resources Limited	29/05/2016	Nil - relevant interest acquired through entry into pre bid	Nil - relevant interest acquired through entry into pre bid acceptance deeds	15,398,217 fully paid ordinary shares

   acceptance deeds
   Galaxy Resources Limited	13/10/15	$50,000	Not applicable	1,000,000 fully paid ordinary shares
   Galaxy Resources Limited	14/12/09	$100,000	Vendor consideration for Shoemaker Project	5,000,000 fully paid ordinary shares

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
   GXY and each of the entities listed in Annexure A (GXY Group Entity)	Each GXY Group Entity is an associate of GXY pursuant to section 12(2)(a)(ii) of the Corporations Act because each GXY Group Entity is under the control of GXY. The GXY Group entities are associates of each other pursuant to section 12(2)(a)(ii) of the Corporations Act because each GXY Group Entity is under the control of GXY.

7. Addresses

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

Name	Address
Galaxy Resources Limited	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
GXY Group Entities	See Annexure A

Signature

print name

Simon Robertson

capacity Company Secretary

sign here

date 29 / 05 / 2016

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 s 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.

1. Include details of:

2. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(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

3. 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.

1. 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".

2. 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.

Annexure "A"

Galaxy Resources Limited ACN 071 976 442

This is Annexure "A" of 1 page referred to in the Form 603 (Notice of Initial Substantial Holding).

Signed by:

Date:

GXY Group Entities

Simon Robertson, Company Secretary 29 May 2016

ENTITY	ACN	ADDRESS
Galaxy Lithium Australia Limited	130 182 099	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium Proprietary Limited	153 254 865	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Resources International Limited	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium (Canada) Inc.	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium Holdings BV	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium (US) Inc.	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium One (Quebec) Inc.	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium One Inc	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium (Ontario) Inc.	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium (BC) Limited	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium Holdings LLC	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium (Colorado) Inc.	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153
Galaxy Lithium (Sal de Vida) S.A.	Not applicable	Suite 8, 18 Kearns Crescent, Ardross, WA 6153

Annexure "B"

Galaxy Resources Limited ACN 071 976 442

This is Annexure "B" of 69 pages referred to in the Form 603 (Notice of Initial Substantial Holding).

Signed by:

Date:

Simon Robertson, Company Secretary 29 May 2016