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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 |
- 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 |
- 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 | |
|---|---|---|
- 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 |