EMERALD RESOURCES NL — Major Shareholding Notification 2020

Mar 23, 2020

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Ruffer LLP 80 Victoria Street London SW1E 5JL Fax +44 (0)20 7963 8175 www.ruffer.co.uk

23 March 2020

The Manager Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of change of interests of substantial holder - Emerald Resources Limited

We enclose notice of change of interests of substantial holder in Emerald Resources Limited. This notice is given by Ruffer LLP.

Yours faithfully

Tony Allen Compliance Manager

Attach.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Emerald Resources Limited
ACN/ARSN	009 795 045
1. Details of substantial holder (1)
Name ACN/ARSN (if applicable)	Ruffer LLP
There was a change in the interests of the substantial holder on		20/03/2020
The previous notice was given to the company on The previous notice was dated		19/03/2020 19/03/2020

2. 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 follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes!	Voting power (5)
Ordinary Fully Paid	287,500,000 '	7.55%	287,500,000	15.93%

3. Change 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 ot change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
20/03/2020 Ruffer LLP		Change in issued $N/A$ share capital		287,500,000 ordinary shares	287,500,000

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

Holder of relevant	Registered holder of	Person entitled to be registered as	Nature of relevant	Class and number of	Ferson's votes
Interest Ruffer LLP	securities Bank of New York	holder (8) Ruffer LLP (on	interest (6) Ruffer LLP has entered	securities 287,500,000	287,500,000
	Mellon SA/NV	behalf of LF Ruffer	into Investment Management	ordinary
		Gold Fund)	Agreements (IMAs)	shares)
			under which it serves as investment advisor to
			over 6,000 discretionary clients (collectively, the
			'Accounts"). Only one
			of these Account clients is currently the beneficial
			holder of the issuer's securities, being a
			collective Investment lscheme called LF Ruffer
			Gold Fund. However, in
			the future it is possible that the Issuer's
			securities may be held by other Account clients.
			As investment advisor, Ruffer LLP is
			lempowered to exercise
			all voting rights and make investment
			decisions regarding the lissuer's securities held
			by the Accounts.
			∣Under each IMA, Ruffer LLP is entitled to be paid)
			a fee for managing the portfolio(s) for the
			discretionary client and
			the discretionary client is! entitied to terminate the
			IMA in certain circumstances by giving
			Inotice to Ruffer LLP.
			Ruffer LLP may be deemed to have a
			lrelevant interest in the Ordinary Fully Paid
			Shares held for such
			Accounts as Ruffer LLP is empowered to
			exercise all voting rights and make investment.
			decisions regarding the lssuer's securities held
			by the relevant Account lor Accounts.
			Bank of New York
			Mellon SA/NV is the registered holder of the
			securities and the depositary for LF Ruffer
			lGold Fund.
			Accompanying this form is an extract of the
			investment management)
			agreement (Annexure A) between Ruffer LLP and
			Link Financial Managers Limited (the authorised
			corporate director of LF Ruffer Gold Fund) under
			which Ruffer LLP is authorised to manage
			the portfolio of LF Ruffer Gold Fund.

5. Change 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 epplicable.	" ature or L association 1
I NI/A

6. Addresses

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

Name	144.000 !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
	80 Victoria Street, London, SW1E 5JL

Signature

	print name Tony Allen	Compliance Manager
sign here	$\overline{\phantom{a}}$ Enverse company of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contrac date	23/03/2020

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eq. 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 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 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant Interest occurred. If subsection 671B(4) applies, a copy of any $\left( 2\right)$ 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
• 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 $(b)$ 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.

• $(7)$ 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, becom'e 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.
• $(8)$ 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".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

Annexure A

This is Annexure A of 1 page referred to in Form $604 -$ Notice of change of interests of substantial holder

Ruffer LLP

Extract of the Investment Management Agreement (Agreement) between Ruffer LLP (Investment Manager) and Link Financial Managers Limited (LFM) (the authorised corporate director of LF Ruffer Gold Fund (Fund))

• Appointment: LFM appoints the investment Manager as the $2.1$ discretionary investment manager of the Fund (including the Assets) and the Investment Manager accepts such appointment, on the terms and conditions set out in the Agreement. The Investment Manager categorises LFM as a professional client for the purposes of the FSA Handbook. LFM has the right to request re-categorisation as a retail client at any time. LFM has the right to give the Investment Manager instructions from time to time.
• $2.2$ Investment Discretion: The Investment Manager will manage the Fund with a view to achieving the investment objectives and within any restrictions set out in the Instrument, the Prospectus, the Regulations and the FSA Rules and will act in good faith and with the skill and care reasonably to be expected of $\mathbf{a}$ professional investment manager. Subject to such restrictions, the Investment Manager, normally acting as agent, will have complete discretion for the account of the Fund (and without prior reference to LFM) to buy, sell, retain, exchange or otherwise deal in investments and other assets, subscribe to issues and offers for sale and accept placings, underwritings and subunderwritings of any Investments, effect transactions on any markets, negotiate and execute counterparty documentation, take all routine or day to day decisions and otherwise act as the Investment Manager considers appropriate in relation to the management of the Fund(s), subject at all times to the Investment Manager's obligations under the FSA Rules and in accordance with Good Industry Practice.
• Voting Rights: The Investment Manager may request that the $2.4$ Depositary exercise all voting and other powers and discretions relating to the Assets, although it is not obliged to do so.

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