EMMERSON RESOURCES LIMITED — Major Shareholding Notification 2016

Apr 28, 2016

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		Emmerson Resources Limited ACN 117 086 745
ACN/ARSN
1. Details of substantial holder(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 company of The previous notice was dated		27 / April / 2016 22 / March / 2016 22 /March / 2016
2. Previous and present voling 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 $(4)$ Fully paid ordinary	Previous notice		Present notice
shares	Person's vote 50,308,275	$\uparrow$ Voting power (5) $13.30\%$ of	Person's vote 45,014,520	$\top$ Voting power (5) 11.90% of
		378, 311, 454		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)	Class and number of securities	Person's votes affected
Refer to Annexure	Refer to	Open Market	N/A	affected Refer to	Refer to
B	Annexure B	Sales and Change in Outstanding		Annexure	Annexure B

1. Present relevant interests

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

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	nember of
interest	securities	as holder (8)	interest (6)	saurilles
Refer to	Refer to	Refer to	Refer to	Refer to	Refer to
Annexure	Annexure B	Annexure B	Annexure B	Annexure	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
	Stark Group	Craigmuir Chambers, PO Rox 71, Road Town, Tortoia, BVI
		c/o Stark Offshore Management LLC. 735 North Water Street.
	College Advantage College College Signature	Suite 790, Milwaukee, Wisconsin 53202 USA
		Managing Member of Stark
	print name Michael A. Roth	Offshore Management LLC,
		Investment Manager of capacity Stark Emit Gold Lrd.
	sign here	28 April 2016 date
		DIRECTIONS
(1)		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 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 is of the
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
$\left( 3\right)$	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 6718(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, becom c 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 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
(3)		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".
(၁)		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 28 April 2016.

Michael G.

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

$\mathcal{L}$

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 28 April 2016.

$mildedc/T$

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	45,014,520	45,014,520	11.90% of 378, 311, 454	$-1.40%$	Refer Note 1
Stark Investments Limited Partnership	Stark Emu Gold Ltd.	N/A	Control (indirect) of registered holder	45,014,520	45,014,520	11.90% of 378, 311, 454	$-1.40%$	Refer Note 1
Shepherd Performance Fund Ltd.	Stark Emu Gold Ltd.	N/A	Control (indirect) of registered holder	45,014,520	45,014,520	11.90% of 378, 311, 454	$-1.40%$	Refer Note 1
Stark Dingo Gold Holdings Ltd.	Stark Emu Gold Ltd.	N/A	Control (as sole shareholder) of registered holder	45,014,520	45,014,520	11.90% of 378, 311, 454	$-1.40%$	Refer Note 1
Stark Emu Gold Ltd.	Stark Emu Gold Ltd.	N/A	Registered holder of shares	45,014,520	45,014,520	11.90% of 378, 311, 454	$-1.40%$	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)	45,014,520	45,014,520	11.90% of 378, 311, 454	$-1.40%$	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)	45,014,520	45,014,520	11.90% of 378, 311, 454	$-1.40%$	Refer Note 1
Michael A. Roth	Stark Emu Gold Ltd.	N/A	Associate of registered holder (deemed relevant interest under s608(3)(a))	45,014,520	45,014,520	11.90% of 378,311,454	$-1.40%$	Refer Note I

$\overline{ }$

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.

Form 604 Attachment

Trade Date	Tran	Price	Quantity	Trade Currency	Total AUD
3/30/2016	Sell	0.0400	75,000	AUD	3,000.00
4/12/2016	Sell	0.0503	571,614	AUD	28,752.18
4/15/2016	Sell	0.0420	500,000	AUD	21,000.00
4/18/2016	Sell	0.0402	1,051,405	AUD	42,266.48
4/19/2016	Sell	0.0450	83,224	AUD	3,745.08
4/20/2016	Sell	0.0456	679,146	AUD	30,969.06
4/21/2016	Sell	0.0486	682,232	AUD	33,156.48
4/22/2016	Sell	0.0500	30,007	AUD	1,500.35
4/27/2016	Sell	0.0475	1,001,127	AUD	47,553.53
4/28/2016	Sell	0.0482	620,000	AUD	29,884.00
Total			5,293,755		241,827.16