HILLGROVE RESOURCES LIMITED — Major Shareholding Notification 2012

Jul 5, 2012

HENRY DAVIS YORK LAWYERS

6 July 2012

Our Ref RJT/CZL/3129592

The Manager Company Announcements Australian Stock Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Manager

Hillgrove Resources Limited ACN 004 297 116 (HGO) Form 603: Notice of initial substantial holder

Please find attached a Form 603: Notice of initial substantial holder for Freepoint Commodities Holdings LLC (Freepoint) and its associates.

This notice amends the previous initial substantial holder notice lodged by Freepoint on 5 June 2012.

Yours faithfully Henry Davis York

Jouis T

$\mathcal{L}$

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Hillgrove Resources Limited (HGO)
004 297 116 ACN/ARSN
1. Details of substantial holder (1)
Name	Freepoint Commodities Holdings LLC and its associates referred to in Annexure A (Freepoint Group), Trident FP Holdings LLC, Trident FP PL Holdings LLC and their associates referred to in Annexure B (Trident Group)
ACN/ARSN (if applicable)
The holder became a substantial holder on	01 June 2012

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

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	55,886,772	55.886.772	7.04%

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
Freepoint Metals & Concentrates LLC	Relevant interest under section 608(1) of the Corporations Act as the holder of the shares	55,886,772 ordinary shares
Freepoint Commodities LLC	Relevant interest under section 608(3) as the controller of Freepoint Metals & Concentrates LLC	55,886,772 ordinary shares
Freepoint Commodities Holdings LLC	Relevant interest under section 608(3) as the controller of Freepoint Commodities LLC	55,886,772 ordinary shares
David Messer	Relevant interest under section 608(1) as the management controller of Freepoint Commodities LLC with power to control the voting and disposal of the shares held by Freepoint Metals & Concentrates LLC	55,886,772 ordinary shares

page 2/4 15 July 2001
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		603	pa
Trident FP Holdings LLC	Relevant interest under section 608(3) as Trident FP Holdings LLC has voting above 20% in Freepoint Commodities Holdings LLC	55,886,772 ordinary shares
Trident FP PL Holdings LLC	Relevant interest under section 608(3) as Trident FP PL Holdings LLC has voting above 20% in Freepoint Commodities Holdings LLC	55,886,772 ordinary shares
Trident V, L.P.	Relevant interest under section 608(3) as the controller of Trident FP PL Holdings LLC	55,886,772 ordinary shares
Trident Capital V, L.P.	Relevant interest under section 608(3) as the controller of Trident V, L.P.	55,886,772 ordinary shares
Trident V Parallel Fund, L.P.	Relevant interest under section 608(3) as the controller of Trident Capital V, L.P.	55,886,772 ordinary shares
Trident Capital V-PF, L.P.	Relevant interest under section 608(3) as the controller of Trident V Parallel Fund, L.P.	55,886,772 ordinary shares

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
Freepoint Metals &	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
Concentrates LLC		Concentrates LLC	ordinary shares
Freepoint Commodities LLC Bell Potter Nominees Ltd		Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares
Freepoint Commodities	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
Holdings LLC		Concentrates LLC	ordinary shares
David Messer	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares
Trident FP Holdings LLC	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares
Trident FP PL Holdings LLC	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares
Trident V L.P	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares
Trident Capital V, L.P.	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares
Trident V Parallel Fund, L.P. Bell Potter Nominees Ltd		Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares
Trident Capital V-PF, L.P.	Bell Potter Nominees Ltd	Freepoint Metals &	55,886,772
		Concentrates LLC	ordinary shares

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
		Cash	Non-cash
Freepoint Commodities Holdings LLC	01 June 2012*	\$0.21 per		55,886,772
		share		ordinary shares

*Acquisition of Freepoint Metals & Concentrates LLC (formerly JP Morgan Metals & Concentrates LLC) by Freepoint Commodities LLC.

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)	Nature of association
Freepoint Group	The entitles referred to in Annexure A are related bodies corporate of Freepoint Commodities Holdings LLC.
Trident Group	The entities referred to in Annexure B are related bodies corporate of Trident FP Holdings LLC or Trident FP PL Holdings LLC.

7. Addresses

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

Signature

print name Robert Tracy		capacity Agent
sign here		$date$ $\bullet$ $\sim$
	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 trustee of an $(1)$ 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 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $(5)$ interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out $(a)$ 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
• 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 $(b)$ 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.

• $(8)$ 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".
• 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, become
  entitled to receive in relation to that acquisition. Details m $(9)$ the relevant interest was acquired.

ANNEXURE A

This is Annexure A of 1 page referred to in the Form 603: Notice of interests of substantial holder by the Freepoint Group and the Trident Group.

Robert Tracy Name:

Capacity: Agent

$6712$ Date:

Freepoint Commodities Holdings LLC and its associates are identified in the table below, along with their respective registered addresses.

Company	Registered address
Freepoint Metals & Concentrates LLC	1209 Orange Street, Wilmington, DE 19801, United States
Freepoint Commodities LLC	1209 Orange Street, Wilmington, DE 19801, United States
Freepoint Commodities Holdings LLC	1209 Orange Street, Wilmington, DE 19801, United States
David Messer	1 Zaccheus Mead Lane, Greenwich, CT 06830, United States
Freepoint Commodities Investments LLC	1209 Orange Street, Wilmington, DE 19801, United States
Freepoint Commodities Solar LLC	1209 Orange Street, Wilmington, DE 19801, United States
Freepoint Transportation LLC	1209 Orange Street, Wilmington, DE 19801, United States
Freepoint Commodities Enterprises LLC	1209 Orange Street, Wilmington, DE 19801, United States
Laurel D Shipping LLC	1209 Orange Street, Wilmington, DE 19801, United States
Freepoint Commodities Enterprises Ltd.	4th Fl., Reading Bridge House, George Street, Reading RG1 8LS United Kingdom
Freepoint Commodities Holdings Ltd.	4th Fl., Reading Bridge House, George Street, Reading RG1 8LS United Kingdom
Freepoint Commodities Corporate Ltd.	4th Fl., Reading Bridge House, George Street, Reading RG1 8LS United Kingdom
Freepoint Commodities Trading and Marketing LLC	1209 Orange Street, Wilmington, DE 19801, United States
Freepoint Commodities Oil Trading Gmbh	Alpenstrasse 9, 6300 Zug, Switzerland
Freepoint Commodities Services Ltd	4th Fl., Reading Bridge House, George Street, Reading RG1 8LS United Kingdom
Freepoint Commodities Europe LLP	4th Fl., Reading Bridge House, George Street, Reading RG1 8LS United Kingdom
Freepoint Commodities Trading LLP	4th Fl., Reading Bridge House, George Street, Reading RG1 8LS United Kingdom
Freepoint Asia Holdings Pte. Ltd.	9 Battery Road #15-01 Straits Trading Building Singapore 049910
Freepoint Commodities Singapore Pte. Ltd.	9 Battery Road #15-01 Straits Trading Building Singapore 049910

603 GUIDE page 1/1 13 March 2000

ANNEXURE B

This is Annexure B of 1 page referred to in the Form 603: Notice of interests of substantial holder by the Freepoint Group and the Trident Group.

o,

Robert Tracy Name:

Capacity: Agent

$6712$ Date:

Trident FP Holdings LLC, Trident FP PL Holdings LLC and their associates are identified in the table below, along with their respective registered addresses.

Company	Registered address
Trident FP Holdings LLC	1209 Orange Street, Wilmington, DE 19801, United States
Trident FP PL Holdings LLC	1209 Orange Street, Wilmington, DE 19801, United States
Trident V, L.P.	Walker House, 87 Mary Street, George Town KY1-9002, Cayman Islands
Trident Capital V, L.P.	Walker House, 87 Mary Street, George Town KY1-9002, Cayman Islands
Trident V Parallel Fund, L.P.	Walker House, 87 Mary Street, George Town KY1-9002, Cayman Islands
Trident Capital V-PF, L.P.	Walker House, 87 Mary Street, George Town KY1-9002, Cayman Islands
Trident FPPL Investor 1 Holdings LLC	1209 Orange Street, Wilmington, DE 19801, United States
Trident FPPL Investor 2 Holdings LLC	1209 Orange Street, Wilmington, DE 19801, United States
Trident FPPL Investor 3 Holdings LLC	1209 Orange Street, Wilmington, DE 19801, United States
Trident V Credit Holdings, L.P.	c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands
Access Point Financial Inc.	2711 Centerville Road, Suite 400, Wilmington, DE 19808
The ARC Group LLC	Bryan Cave LLP, Attn.: Erik Wolff Kahn, 1290 Avenue of the Americas, NY, NY 10104
C3/CustomerContactChannels Holdings L.P.	1200 South Pine Island Road, Suite 200, Plantation, FL 33324
SKY Harbor Capital Holdings LLC	2711 Centerville Road, Suite 400, Wilmington, DE 19808