ENCOUNTER RESOURCES LIMITED — Major Shareholding Notification 2017

May 29, 2017

FORM 603

Corporations Act 2001 Section 671B

NOTICE OF INITIAL SUBSTANTIAL HOLDER

To: Company Name/Scheme ENR - Encounter Resources Limited ACN/ARSN 109 815 796 1. Details of Substantial Holder(1) Name Acorn Capital Limited ACN/ARSN (if applicable) 082 694 531 The holder became a substantial holder on 30/05/2017

2. Details of Voting 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 on the date the substantial holder became a substantial holder are as follows:

Class of Securities (4)	Number of Securities	Person's Votes (5)	Voting Power (6)
Ordinary	9,000,000	9,000,000	5.00%

3. Details of Relevant Interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of Relevant Interest	Nature of Relevant Interest (7)	Class and Number of Securities
Acorn Capital Ltd	In its capacity as investment manager for various superannuation funds, institutional investor portfolios and unit trusts has the power to exercise , or control of, a right attached to the securities and has the power to dispose of, or control the exercise of a power to dispose of, the securities.	9,000,000

4. Details of Present Registered Holders

The persons registered as holders of the securities referred to in Paragraph 3 above are as follows:

Holder of Relevant Interest	Registered Holder of Securities	Person Entitled to be Registered as Holder (8)	Class and Number of Securities
Acorn Capital Ltd	BNP Paribas Securities Services Australia	BNP Paribas Securities Services Australia	1,750,000.00
Acorn Capital Ltd	JP Morgan Chase Nominees	JP Morgan Chase Nominees	3,500,000.00
Acorn Capital Ltd	Citicorp Nominees	Citicorp Nominees	3,750,000.00

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5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of Relevant Interest Date of Acquisition Consideration (9) Class and Number of Securities See Annexure A	Date of Acquisition	Consideration (9)	Class and Number of Securities

6. Associates

The reasons the persons named in Paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Name of Association

7. Addresses

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

Name	Address
All Relevant Holders	C/O Acorn Capital Limited, Level 12, 90 Collins Street, Melbourne Victoria 3000

Print Name PAUL PALUMBO Capacity Portfolio Manager 30/05/2017 Sign Here Date

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Annexure A

Entity Date Of Change 19/05/2017 Acorn Capital Ltd	Type of Transaction Purchase	Quantity Consideration $900,000.00 9,000,000	Quantity

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