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EMMERSON RESOURCES LIMITED Major Shareholding Notification 2016

Jul 6, 2016

64876_rns_2016-07-06_b0482d9b-c78d-49c3-806f-c95c31ce93ee.pdf

Major Shareholding Notification

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Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

,l'a
Company Name/Scheme
Emmerson Resources Limited
ACN/APSN ACN 117 086 745
1. Details of substantial inolder(1)
Name
ACN/ARSN (if applicable)
Stark Emu Gold Ltd. ("Stark Emu") and the persons listed
On Annexure A (the "Stark Group")
There was a change in the interests of the
, substantial holder on
The previous notice was given to the compan
The previous notice was dated
2. Previous and present voting power
$1 \frac{July}{2016}$
28/June / 2016
$28/$ June / 2016

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) $\frac{1}{2}$ in when last required, and

$\uparrow$ Class of securities (4)
Fully paid ordinary
Previous notice Present notice
shares $\pm$ Person's vote $\pm$
29,692,366
Voting power $(5)$
7.85% of
378, 311, 454
Person's vote
23, 122, 514
$\rightarrow$ Voting power (5)
$6.11\%$ of
378, 311, 454
  1. 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

Date of
change
Person whose
relevant interest
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Ciass and
number of
securities
Person's votes
affected
Refer to
Annexure
ŀВ
Refer to
Annexure B
Open Market
Sales and
Change in
Outstanding
N/A affected
Refer to
Annexure
Refer to
Annexure B
  1. Present relevant interests

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

Holder of
relevanti
interest
Registered
holder of
securities
Person entitied
to be registered
as holder (8)
Nature of
relevant
interest (6)
Class and
number of
securities
Person's votes.
Refer to Refer no Refer to Refer to Refer to
Annexure Annexure B Annexure B Annexure B Annexure Refer to
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

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

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

Name
Stark Emu
Address
Craigmuir Chambers, PG Ecx 71, Road Town, Torrola, BVI
Stark Group c/o Stark Offshore Management LLC. 735 North Water Street.
a de la componenta de la componenta de la componenta Suite 790. Milwaukee, Wisconsin 53202 USA
Signature Managing Member of Stark
print name Michael A. Roth Offshore Management LLC,
Investment Manager of
capacity Stark Emu Gold Ltd.
sign here date 6 July 2016
  • 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 frustee of an
    equity trust), the names could be included in an ann $(1)$
  • See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
  • See the definition of "relevant interest" in sections 608 and 6716(7) of the Corporations Act 2001. $\langle 3 \rangle$
  • The voting shares of a company constitute one class unless divided into separate classes. $\binom{2}{3}$
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\langle 5 \rangle$
  • $\left( 6\right)$ Include details of:
  • 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 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 -disposal of the securities to
    which the relevant interest relates (indicating clearly the $\left( 0\right)$

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, becoming is an include the second of a contingency. Details must be
    I $(7)$
  • 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". $\left(\mathbb{S}\right)$
  • $\left( \circ \right)$

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 6 July 2016.

milada (th

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 6 July 2016.

Milafa St

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
23,122,514 23,122,514 $6.11\%$ of
378, 311, 454
$-1.74\%$ Refer Note 1
Stark
Investments
Limited
Partnership
Stark Emu
Gold Ltd.
N/A Control
(indirect) of
registered
holder
23,122,514 23,122,514 $6.11\%$ of
378, 311, 454
$-1.74\%$ Refer Note 1
Shepherd
Performance
Fund Ltd.
Stark Emu
Gold Ltd.
N/A Control
(indirect) of
registered
holder
23,122,514 23,122,514 $6.11\%$ of
378, 311, 454
$-1.74%$ Refer Note 1
Stark Dingo
Gold Holdings
Ltd.
Stark Emu
Gold Ltd.
N/A Control (as
sole
shareholder)
of registered
holder
23,122,514 23,122,514 $6.11\%$ of
378, 311, 454
$-1.74%$ Refer Note 1
Stark Emu Gold
Ltd.
Stark Emu
Gold Ltd.
N/A Registered
holder of
shares
23,122,514 23,122,514 $6.11\%$ of
378, 311, 454
$-1.74%$ 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)
23,122,514 23,122,514 $6.11\%$ of
378, 311, 454
$-1.74\%$ 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)
23,122,514 23,122,514 $6.11\%$ of
378, 311, 454
$-1.74%$ Refer Note 1
Michael A. Roth Stark Emu
Gold Ltd.
N/A Associate of
registered
holder
(deemed
relevant
interest under
s608(3)(a)
23,122,514 23,122,514 $6.11\%$ of
378,311,454
$-1.74%$ Refer Note 1

Note 1 – Reason for Change is due to the change in the ordinary shares of the Company and due to a sale
as noted on the Attachment.

$\sim 10^{-10}$

Form 604 Attachment

Trade Date Tran Price Quantity Trade Currency Total AUD
6/30/2016 Sell 0.05 6.934 AUD 346.70
7/1/2016 Sell 0.05 1,562,918 AUD 78,145.90
7/5/2016 Sell 0.0651 5,000,000 AUD 325,500.00
Total 6,569,852 403,992.60