EMMERSON RESOURCES LIMITED — Major Shareholding Notification 2016

Jul 13, 2016

		Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		Emmerson Resources Limited
ACN/APSN	ACN 117 086 745
1. Details of substantial holder(1) Name. ACM/ARSN (if applicable)		Stark Emu Gold Ltd. ("Stark Emu") and the persons listed On Aunexure A (the "Stark Group")
There was a change in the interests of the substantial holder on The provious notice was given to the compan- The previous notice was dated		12 / July / 2016 $6$ /July / 2016 $6/$ July / 2016

1. Previous and present voting power

The total number of votes attached to all the voting shares is the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) $\frac{1}{2}$ in when how required, to g

Class of securities (4)	Previous notice		Present notice
Fully paid ordinary	Person's vote	Voting power $(5)$	Person's vote	Voting power $(5)$
shares	23,122,514	6.11% of	18,072,514	-4.78% of
		378, 311, 454		378.311.454

1. Chinges 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

Uate of chanoe	Person whose relevant interest. changed	Nature of change (6)	Consideration civen in relation to change (?)	Class and number of securities affecied	Person's votes. affected
Refer to Aunexure ₽B	Refer to Annexure B	Open Market Sales	N/A	Refer to Annexarre	R efer no Annexure B

1. Present relevant interests

Particulars of each relevant thiterest 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 (S)	Nature of relevant interest (6)	Class and number of sacurities	Person's votes.
Refer to	Refer to	Refer to	Refer to	Refer to	Refer to
Annexure	Annexure B	Annexure B	Annexure B	Annexure	Annexure B H

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

Name and ACN/ARSN (if applicable)	Nature of association

1. Addresses

F

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

Name	Address
Stark Emu		Craigmuir Chambers, PO Box 71, Road Town, Torroia, BVI c/o Stark Offshore Management LLC. 735 North Water Street.
Stark Group
		Suite 790. Milwaukee, Wisconsin 53202 USA.
Representative of the contract of the contract Signature print name	Michael A. Roth		Managing Member of Stark Offshore Management LLC, Investment Manager of
		capacity	Stark Hmu Gold Ltd.
sign here		data	13 July 2016

• 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 $(1)$ in there are a momber of soustement holios with similar or related between interests (eg. a corporation is related corporations, or the morrager and musted or an
  equity trust), the names could be included in an annexure to
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $\left(\begin{smallmatrix} 1\ 0\ 0 \end{smallmatrix}\right)$ See the definition of "relevant interest" in sections 608 and 6716(7) of the Corporations Act 2001.
• $\rm \langle \delta \rangle$ The voting shares of a company constitute one class unless divided into separate classes.
• $\left\langle 5\right\rangle$ The person's voltes divided by the total votes in the body corporate or scheme multiplied by 100.
• $\langle \hat{c} \rangle$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671E(4) applies, a copy of any
  document setting out the terms of any relevant agreement, and a statemen $(a)$
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or id sposal of the securities to
  which the relevant interest relates (indicating clearly the $(b)$

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, becom e
  Intitied to receive in relation to that acquisition. Details $(7)$ 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". $\langle 3 \rangle$
• $\left(\begin{matrix} 0 \ 1 \end{matrix}\right)$

Give details, If appropriate, of the present association and any change in that association since the last substantial holding notice.

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 13 July 2016.

Michael G. 15

Signed by: Michael A. Roth

Stark Group

Entity	Address
Stark Dingo Holdings Ltd.	c/o Stark Offshore Management LLC, 735 North Water Street, Suite 790, Milwaukee, Wisconsin 53202 USA
Shepherd Performance Fund Ltd.	c/o Stark Offshore Management LLC, 735 North Water Street, Suite 790, Milwaukee, Wisconsin 53202 USA
Shepherd Investments International, Ltd.	c/o Stark Offshore Management LLC, 735 North Water Street, Suite 790, Milwaukee, Wisconsin 53202 USA
Stark Investments Limited Partnership	735 North Water Street, Suite 790, Milwaukee, Wisconsin 53202 USA
Stark Offshore Management LLC	735 North Water Street, Suite 790, Milwaukee, Wisconsin 53202 USA
Brian J. Stark	735 North Water Street, Suite 790, Milwaukee, Wisconsin 53202 USA
Michael A. Roth	735 North Water Street, Suite 790, Milwaukee, Wisconsin 53202 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 13 July 2016.

Mila C/ 7th

Signed by: Michael A. Roth

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
Shepherd Investments International, Ltd.	Stark Emu Gold Ltd.	N/A	Control (indirect) of registered holder	18,072,514	18,072,514	4.78% of 378, 311, 454	$-1.33\%$	Refer Note 1
Stark Investments Limited Partnership	Stark Emu Gold Ltd.	N/A	Control (indirect) of registered holder	18,072,514	18,072,514	4.78% of 378, 311, 454	$-1.33\%$	Refer Note 1
Shepherd Performance Fund Ltd.	Stark Emu Gold Ltd.	N/A	Control (indirect) of registered holder	18,072,514	18,072,514	4.78% of 378, 311, 454	$-1.33\%$	Refer Note 1
Stark Dingo Gold Holdings Ltd.	Stark Emu Gold Ltd.	N/A	Control (as sole shareholder) of registered holder	18,072,514	18,072,514	4.78% of 378, 311, 454	$-1.33\%$	Refer Note 1
Stark Emu Gold Ltd.	Stark Emu Gold Ltd.	N/A	Registered holder of shares	18,072,514	18,072,514	4.78% of 378, 311, 454	$-1.33\%$	Refer Note 1
Stark Offshore Management LLC	Stark Emu Gold Ltd.	N/A	Associate of registered holder (deemed relevant interest under s608(2)(b)(ii)	18,072,514	18,072,514	4.78% of 378, 311, 454	$-1.33\%$	Refer Note 1

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
Brian J. Stark	Stark Emu Gold Ltd.	N/A	Associate of registered holder (deemed relevant interest under s608(3)(a)	18,072,514	18,072,514	4.78% of 378, 311, 454	$-1.33\%$	Refer Note 1
Michael A. Roth	Stark Emu Gold Ltd.	N/A	Associate of registered holder (deemed relevant interest under s608(3)(a)	18,072,514	18,072,514	4.78% of 378,311,454	$-1.33%$	Refer Note 1

Note 1 - Reason for Change is due to the sale of ordinary shares of the Company as noted on the Attachment.

Form 604 Attachment

Trade Date	Tran	Price	Quantity	Trade Currency	Total AUD
7/11/2016	Sell	0.1	50,000	AUD	5,000.00
7/12/2016	Sell	0.1009	5,000,000	AUD	504,500.00
Total			5,050,000		509,500.00