EMMERSON RESOURCES LIMITED — Major Shareholding Notification 2011

Oct 13, 2011

3 Kimberley Street, West Leederville WA 6007 PO BOX 1573 West Perth WA 6872 Telephone 08 9381 7838 Facsimile 08 9381 5375 Email: info@emmersonresources.com.au Website: www.emmersonresources.com.au ABN 53 117 086 745

Friday 14 October, 2011

ASX Limited

Dear Sir/Madam,

Notice of change of substantial holder notice (Form 604)

Emmerson Resources Limited (the Company) has received the attached Form 604 from the Ivanhoe Mines Group (Ivanhoe Mines Ltd., Ivanhoe Australia Ltd and others) in relation to their shareholding in the Company.

There has been no change in the number of shares that the Ivanhoe Mines Group own in the Company.

The particulars of the Ivanhoe Mines Groups change of interest (from 10% to 9.99%) in the Company are detailed in Item 3 and in Note 1 of the attached Form.

Yours sincerely Emmerson Resources Limited

Shane Volk Company Secretary

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Ιo	Company Name/Scheme	Emmerson Resources Limited
	ACN/ARSN	ACN 117 086 745
	1. Details of substantial holder (1)
Name			Ivanhoe Mines Group (Ivanhoe Mines Ltd., Ivanhoe Australia Ltd and
		others - see Annexure A)
	ACN/ARSN (if applicable)
	There was a change in the interests of the
	substantial holder on		13 April 2010
	The previous notice was given to the company on		22 April 2009
	The previous notice was dated		21 April 2009

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)
Fully paid ordinary shares	22.610.000	10%	22.610,000	9.99% of 226.295.213

3. 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
Refer Annexure B	Refer Annexure B	Dilution as a result of new issue of shares	n/a	Refer Annexure B	Refer Annexure в

4. Present relevant interests

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

relevant	holder of	to be registered	relevant	number of	Refer
interest	securities	as holder (8)	interest (6)	securities
Refer	Refer Annexure	Refer Annexure B	Refer	Refer
Annexure B	в		Annexure B	Annexure B	Annexure B

5. 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
Phoenix International Resources Ltd.	- See Annexure A

6. Addresses

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

Name	Address
Ivanhoe Mines Group	654-699 Canada Place, Vancouver, BC V6C 3E1, Canada

Signature

	print name Beverly A. Bartlett	Secretary capacity
sign here	CONCRET	11 October 2011 date

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager $(1)$ 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.
• $(2)$ 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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
• $(b)$ 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.

• $(7)$ 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, 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 beha even if they are not paid directly to the person from whom the relevant interest was acquired.
• 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'. $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Emmerson Resources Ltd. ACN 117 086 745

This is Annexure A of 1 page(s) referred to in Form 604, Notice of Change of Interest of Substantial Holder (being the associates of, controllers of, shareholders of, or other persons with similar relevant interests to, Ivanhoe Mines Ltd. (Ivanhoe Mines Group)) signed by me and dated 11 October 2011.

$A - A$

Signed by: B. A. Bartlett

Name	Relationship to Ivanhoe Mines Ltd.
Orian Holding Corp.	Controlled body corporate/Associate
IAL Holdings Singapore Pte. Ltd.	Controlled body corporate/Associate
Ivanhoe Australia Ltd. ACN 107 689 878	Controlled body corporate/Associate
Ivanhoe Cloncurry Mines Pty Ltd and other	Controlled body corporate/Associate
subsidiaries of Ivanhoe Australia Ltd.
Phoenix International Resources Ltd.	Controlled body corporate/Associate
SouthGobi Resources Ltd. (and its subsidiaries)	Controlled body corporate/Associate
Rio Tinto International Holdings Ltd.	Voting power over 20% in Ivanhoe Mines Ltd.
Papyrus Ventures LLC	Controlled body corporate/Associate
Torquoise Hill Netherlands Cooperatief U.A. (and	Controlled body corporate/Associate
its subsidiaries)
Ivanhoe OT Mines Ltd.	Controlled body corporate/Associate
Ivanhoe Mines Delaware Holdings, LLC (and its	Controlled body corporate/Associate
subsidiaries)
Torquoise Hill Luxembourg (and its subsidiaries)	Controlled body corporate/Associate
Ivanhoe Reserve Holding Company Ltd.	Controlled body corporate/Associate
Turquoise Hill Services Company Ltd.	Controlled body corporate/Associate
IGP Holding Company Ltd.	Controlled body corporate/Associate
Other wholly owned subsidiaries of Ivanhoe	Controlled body corporate/Associate
Mines Ltd.

Emmerson Resources Ltd. ACN 117 086 745

This is Annexure B of 2 page(s) referred to in Form 604, Notice of Change of Interest of Substantial Holder (being the particulars of each relevant interest of the Ivanhoe Mines Group in voting shares of Emmerson Resources Limited) signed by me and dated 11 October 2011.

A Holley

.......................

Signed by: B. A. Bartlett

Holder of Relevant Interest	Registered Holder of Securities	Person entitled to be registered as Holder	Nature of Relevant Interest	No. of Ordinary Shares	Person's votes	Voting Power	Change from previous Notice	Reason for change
Ivanhoe Mines Ltd.	Ivanhoe Australia Ltd (ACN 107 689 878)	n/a	Control (indirect) of registered holder & ultimate holding company	22,610,000	22,610,000	9.99% of 226,295, 213	$-0.01%$	Refer Note $\mathbf{1}$
Orian Holding Corp.	Ivanhoe Australia Ltd.	n/a	Control (indirect) of registered holder	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
IAL Holdings Singapore Pte. Ltd.	Ivanhoe Australia Ltd.	n/a	Control (as major shareholder) of registered holder	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Ivanhoe Australia Ltd	Ivanhoe Australia Ltd.	n/a	Registered holder of shares	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Ivanhoe Cloncurry Mines Pty Ltd (& other subsidiaries of Ivanhoe Australia Ltd)	Ivanhoe Australia Ltd	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Phoenix International Resources Ltd.	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
SouthGobi Resources Ltd. (and its subsidiaries)	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Rio Tinto International Holdings Ltd.	Ivanhoe Australia Ltd.	n/a	Voting power above 20% (and major shareholder) in Ivanhoe Mines Ltd. (deemed relevant interest under s608(3)(a))	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Papyrus Ventures LLC	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Torquoise Hill Netherlands Cooperatief U.A. (and its subsidiaries)	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a))	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$

Ivanhoe OT Mines Ltd.	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Ivanhoe Mines Delaware Holdings, LLC (and its subsidiaries)	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
Torquoise Hill Luxembourg (and its subsidiaries)	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note 1
Ivanhoe Reserve Holding Company Ltd.	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note 1
Turquoise Hill Services Company Ltd.	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$
IGP Holding Company Ltd.	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note 1
Other wholly owned subsidiaries of Ivanhoe Mines Ltd.	Ivanhoe Australia Ltd.	n/a	Associate of registered holder (deemed relevant interest under s608(3)(a)	22,610,000	22,610,000	9.99%	$-0.01%$	Refer Note $\mathbf{1}$

Note 1

On 13 April 2010 Emmerson Resources Ltd issued a further 200,000 shares at 21 cents each (under its incentive option scheme) which had the effect of further diluting the holding of Ivanhoe Australia Ltd. Such shares were exempt from Ivanhoe Australia Ltd's share issue participation right which ends on 1 June 2012.