ALARA RESOURCES LIMITED — Major Shareholding Notification 2012

Apr 9, 2012

FORM 603

Corporations Act 2001 Section 671B

NOTICE OF INITIAL SUBSTANTIAL HOLDER

To: Company Name/Scheme ACN/ARSN

AUQ - Alara Resources Limited 122 892 719

1. Details of Substantial Holder(1)

Name Acorn Capital Limited ACN/ARSN (if applicable) 082 694 531 The holder became a substantial holder on 3/04/2012

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	Person's Votes (5)	Voting Power (6)
Ordinary	11,529,119	11,529,119	5.48%

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
Acorn Capital Limited	Power to (or to control) exercise vote and/ordispose of the shares as discretionary	11,529,119
	investment managers or advisers to
	superannuation funds, pooled
	superannuation trusts, managed investment
	schemes and investment management
	agreements

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	Class and Number of
		Registered as Holder(8)	Securities
Catholic Superannuation Fund	National Nominees		1,045,800
Auscoal Superannuation Fund	JP Morgan Chase Nominees		2,656,151
Queensland Local Government Superannuation	JP Morgan Chase Nominees		2,830,926
Health Super	JP Morgan Chase Nominees		4,996,242

Page 1 of 2

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 InterestAcorn Capital Limited	Date of Acquisition	Consideration(9)	Consideration(9)	Class and Number of Securities
		Cash	Non-Cash
	14-Jun-2011 to 03-Apr-2012	$3,795,349.72		11,529,119

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) Name of Association

7. Addresses

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

Name	Address
All Relevant Holders	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000

Print Name PAUL PALUMBO Capacity Portfolio Manager 5/04/2012 Sign Here Date

Page 2 of 2