EMMERSON RESOURCES LIMITED — Major Shareholding Notification 2012

Nov 15, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Emmerson Resources Limited
ACN/ARSN	ACN 117 086 745
1. Details of substantial holder (1)
Name	Stark Emu Gold Ltd. ("Stark Emu") and the persons listed on Annexure A (the "Stark Group")
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	14 / November / 2012
The previous notice was given to the company on	$6/$ December / 2011
The previous notice was dated	$6/$ December / 2011

2. Previous and present voting power

The total number of voles 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 r company or schame, are as follows:

Cless of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	72,956,550	27.99%	70,039,254	26.84% of 260,910,213

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 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
Refar to Annexure	Rofer to Annexure B	Open market sales	N/A	Refer to Annexure B	Refer to Annexure B

4. Present relevant interests

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

Holder of relevant Interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant imerest (6)	Class and number of securities	Person's votes
Refer to Annexure в	Refer to Annexure B	Refer to Annexure B	Refer to Annexure B	Refer to Annexure B	Refer to Annexure B

ove Hage 2 of 3 To July 2003

COMMUNICATION $\sim$
	100000 ------- 55 Samuel PERSONAL PROPERTY AND INCOME. ---- $\cdots$
Programmation of the Community Community

5. Changes in association

The persons who have become associates (2) of, caased 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
	-

6. Addresses

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

Name	Address
Stark Emu	Craigmuirs Chambers, PO Box 71, Town Road, Tortola, BVI
Stark Group	c/o Stark Offehore Management LLC, 3600 South Lake Drive, St. Francis, WI 53235 USA

Signature

sign here

orin

Manager of Stark Bmu Gold Ltd.
ın here 15 / November / 2012 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 and trustee of an equity trust), the names could be included in an an $(1)$ persons are essentially similar, they may be referred to throughout the torm 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 voling shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (5)
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ 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.

• 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 m $(7)$ 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.
• $(B)$ If the substantial holder is unable to determine the identity of the poison (eg. if the relevant interest arises because of an option) write "unknown".

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604 Page 3 of 3 15 July 2001

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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Emmerson Resources Ltd. ACN 117 086 745080 339 671

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 Stark Emu and Stark Group signed by me and dated 15 November 2012.

Signed by: Brian J. Stark

Stark Group

Entity	Address
Stark Dingo Holdings Ltd.	c/o Stark Offshore Management LLC, 3600 South Lake Drive, St. Francis, Wisconsin 53235 USA
Shepherd Performance Fund Ltd.	c/o Stark Offshore Management LLC, 3600 South Lake Drive, St. Francis, Wisconsin 53235 USA
Shepherd Investments International, Ltd.	c/o Stark Offshore Management LLC, 3600 South Lake Drive, St. Francis, Wisconsin 53235 USA
Stark Offshore Management LLC	3600 South Lake Drive, St. Francis, Wisconsin 53235 USA
Brian J. Stark	3600 South Lake Drive, St. Francis, Wisconsin 53235 USA
Michael A. Roth	3600 South Lake Drive, St. Francis, Wisconsin 53235 USA
Stark Investments Limited Partnership	3600 South Lake Drive, St. Francis, Wisconsin 53235 USA

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 Stark Emu and the Stark Group in voting shares of Emmerson Resources Ltd.) signed by me and dated 15 November 2012

Knight

Signed by: Brian J. Stark

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 vores	Voting Power	Change from previous Notice	Reason for change
Shepherd Investments International Ltd.	Stark Emu Gold Ltd.	N/A	Control (indirect) of registered holder	70,039,254	70.039,254	26.84% of 260,910,213	$-1.15%$	Refer Note 1
Stark Investments Limited Partnership	Stark Emu Gold Ltd.	$\overline{\text{NA}}$	Control (indirect) of registered holder	70,039,254	70.039,254	26.84% of 260,910,213	$-1.15%$	Refer Note 1
Shepherd Performance Fund Ltd	Stark Einu Gold Ltd.	$\overline{\text{N/A}}$	Control (indirect) of registered holder	70,039,254	70.039,254	$26.84\%$ of 260,910,213	$-1.15%$	Refer Note 1
Stark Dingo Gold Holdings Ltd	Stark Emu Gold Ltd.	$N/\Lambda$	Control (as sole shareholder) of registered holder	70,039,254	70,039,254	26.84% of 260,910,213	$-1.15%$	Refer Note 1
Stark Emu Gold Ltd.	Stark Einu Gold Ltd.	N/A	Registered holder of shares	70,039.254	70,039,254	26.84% of 260,910,213	$-1.15%$	Refer Note 1
Stark Offshore Management LLC	Stark Emu Gold Ltd.	$\overline{\text{NA}}$	Associate of registered holder (deemed relevant interest under s608(2)(b)(ii)	70.039.254	70.039,254	26.84% of 260,910,213	$-1.15%$	Refer Note 1

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Brian J. Stark	Stark Emu Gold Ltd.	N/A	Associate of registered holder {deemed relevant interest under 560B(3)(a)	70,039,254	70,039,254	26.84% of 260,910,213	$-1.15%$	Refer Note 1
Michael A. Roth	Stark Emu Gold Ltd	N/A	Associate of registered holder (deemed relevant interest under s608(3)(a)	70,039,254	70,039,254	26.84% of 260,910,213	$-1.15%$	Refer Note 1

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Note 1 - Arrached is a summary of sales that resulted in the need for this filing.

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Form 604 Attachment

Trade Date	Tran	Price	Quantity	Trade Curcy	Total AUD
11/14/2012	Sell	0.1257 s	500,000	AUD	62,850.00 \$
11/12/2012	Sell	Ś 0.1300	298,000	AUD	38,740.00 \$
11/09/2012	Sell	0.1300	202,470	AUD	26,321.10 Ş
11/08/2012	Sell	0.1300 s	225,135	AUD	29,267.55 \$
11/07/2012	Sell	0.1308 s	657,889	AUD	86,051.88 \$
11/06/2012	Sell	0.1250 \$	535,389	AUD	66,923.63 \$
11/05/2012	Sell	0.1250 S	298,413	AUD	\$ 37,301.63
10/17/2012	Sell	Ś 0.1300	200,000	AUD	26,000.00 \$
Total			2,917,296		373,455.78 \$

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