HILLGROVE RESOURCES LIMITED — Major Shareholding Notification 2012

Jun 4, 2012

Date	5 June 2012	No of pages	(including this page)
Τo	ASX Company Announcements	Fax	1300 135 638
	Robert Tracy, Henry Davis
From	York Lawyers	Ph	+61 2 9947 6309
	Hillgrove Resources Limited (HGO)
Subject	Form 603: Notice of initial substantial holder

Please find enclosed a Form 603: Notice of initial substantial holder for Freepoint Commodities LLC and Freepoint Metals & Concentrates LLC.

Yours faithfully Henry Davis York

thenry Danis York

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	HillGrove Resources Limited (HGO)
ACN/ARSN	004 297 116
1. Details of substantial holder (1)
Name	Freepoint Commodities LLC and Freepoint Metals & Concentrates LLC (formerly JP Morgan Metals & Concentrates LLC)
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 became a substantial holder are as follows:

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) as the holder of the shares	55,886,772 ordinary shares
Freepoint Commodities LLC	Relevant interest under section 608(3) as the holding company of Freepoint Metals & Concentrates LLC	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	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Freepoint Metals &	Freepoint Metals &	Freepoint Metals &	55,886,772
Concentrates LLC	Concentrates LLC	Concentrates LLC	ordinary shares
Freepoint Commodities LLC Freepoint Metals &	Concentrates LLC	Freepoint Metals & Concentrates LLC	55,886,772 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 Metals & Concentrates LLC	01 June 2012	$$0.22$ per share		55,886,772 ordinary shares

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

7. Addresses

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

Name	Address
Freepoint Metals & Concentrates LLC	599 West Putnam Ave., Greenwich, CT 06830, United States
Freepoint Commodities LLC	599 West Putnam Ave., Greenwich, CT 06830, United States

Signature

print name Robert Tracy		capacity Agent
sign here		date $5,6,12$
	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.

• 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". $(8)$
• 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 $(9)$ 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 the relevant interest was acquired.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.

Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nil
LodgingFee	Nil
Otherforms to be completed	Nil
Additional information	(a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.
	(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
	(c) The person must give a copy of this notice: (i) within 2 business days after they become aware of the information; or (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if: (A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and (B) the person becomes aware of the information during the bid period.
Annexures
	To make any annexure conform to the regulations, you must
	1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
	2 show the corporation name and ACN or ARBN
	3 number the pages consecutively
	4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
	5 identify the annexure with a mark such as A, B, C, etc
	6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title)
	7 sign and date the annexure The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your account antor solicitor for further advice.