HILLGROVE RESOURCES LIMITED — Major Shareholding Notification 2016

May 24, 2016

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To: Hillgrove Resources Limited ACN: 004 297 116 ASX Code: HGO

1. Details of substantial holder

Name: IOOF Holdings Limited ACN: 100 103 722

This notice is given by IOOF Holdings Limited on behalf of itself and its subsidiaries.

There was a change in the interest of the substantial holder on: 23/05/2016 The previous notice was given to the company on: 13/05/2016 The previous notice was dated: 11/05/2016

2. Previous and present 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 had a relevant interest in when last required and when now required to give a substantial holding notice to the company or scheme, are as follows:

Class of	Previous notice		Present notice
securities	Person's votes	Voting Power	Person's votes	Voting Power
Ordinary	16,547,835	8.797%	14,131,233	7.512%

3. 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 a substantial holding notice to the company or scheme are as follows:

Date	Person	Nature		Class &	Person's
			Consideration	number	votes
				(ord)
	Perennial Investment Partners		-$	-	-
12/05/2016	Limited(ACN 087 901 620)	Sold on market	18,317.32	407,949	407,949

2

	Perennial Investment Partners		-$	-	-
17/05/2016	Limited(ACN 087 901 620)	Sold on market	36,190.21	900,000	900,000
	Perennial Investment Partners		-$	-	-
23/05/2016	Limited(ACN 087 901 620)	Sold on market	43,537.18	1,108,653	1,108,653

4. Present Relevant Interests

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

Holder	Registered holder	Person	Nature of relevant	Class &	Person's
	of securities	Entitled	interest	Number	votes
		to be		(Ord)
		holder
Perennial Investment
Partners Limited	NAB Asset
(ACN 087901620)	Servicing		Investment Manager	8,114,796	8,114,796
Perennial Investment
Partners Limited
(ACN 087901 620)	Citigroup		Investment Manager	2,121,115	2,121,115
Perennial Investment
Partners Limited
(ACN 087901 620)	BNP		Investment Manager	3,895,322	3,895,322

5. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name & ACN	Nature of association
Not applicable

6. Addresses

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

Name	Address
IOOF Holdings Limited	Level 6, 161 Collins StreetMelbourne Victoria 3000
Perennial Investment Partners Limited	Level 24, 303 Collins StreetMelbourne Victoria 3000
Hillgrove Resources Limited	Suite 1709, Level 17 Australia Square Tower264 -278 George St,SydneyNSW 2000