ILUKA RESOURCES LIMITED — Major Shareholding Notification 2011

Oct 10, 2011

PO BOX 2600, A29 Valley Forge, PA 19482 Fax: 610-669-6112

The Vanguard Group

To:	Australian Stock Exchange		From:	The Vanguard Group
Fax:	+61 2 9778 0999 or +61 2 9347 0005		Pages:	4 (including cover)
Phone:			Date:	10 October 2011
Re:	Form 604 Reporting		CC.
$\Box$ Urgent	$\times$ For Review	$\Box$ Please Comment		$\Box$ Please Reply	$\square$ Please Recycle

Attached is the Form 604 Filing for Reed Resources Ltd. Please call or email with any questions regarding this information at 610-669-6296 or Nick_Gould@Vanguard.com.

604 page 1/3

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN	Iluka Resources Ltd. 008 675 018
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	Vanquard Precious Metals and Mining Fund
There was a change in the interests of the substantial holder on	06/10/2011
The previous notice was given to the company on	03/08/2011
The previous notice was dated	03/08/2011

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 (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)	Previous notice		Present notice
	. Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	25,250,000	6.03%	20,350,000	4.86%

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 of change	Person whose relevant interest. changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
04/08/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 17.77 per Share AUD 16.96 per Share	Ordinary - 500,000	Vanquard Precious Meta s & Mining Func
05/08/2011	Vanquard Precious Metals & Mining Fund	SELL	USD 16.22 per Share AUD 15.50 per Share	Ordinary - 500,000	Vanguard Precious Meta s & Mining Func
09/08/2011	Vanquard Precious Metals & Mining Fund	SELL	USD 13.91 per Share AUD 13.41 per Share	Ordinary - 250,000	Vanquard Precious Metas & Mining Func
10/08/2011	Vanquard Precious Metals & Mining Fund	SELL	USD 16.37 per Share AUD 16.06 per Share	Ordinary - 500,000	Vanquard Precious Meta s & Mining Func
11/08/2011	Vanquard Precious Metals & Mining Fund	SELL	USD 16.11 per Share AUD 15.59 per Share	Ordinary - 500.000	Vanquard Precious Meta s & Mining Func
26/08/2011	Vanquard Precious Metals & Mining Fund	SELL	USD 16.76 per Share AUD 15.85 per Share	Ordinary - 500,000	Vanquard Precious Meta s & Mining Func
15/09/2011	Vanquard Precious Metals & Mining Fund	SELL	USD 15.30 per Share AUD 14.83 per Share	Ordinary - 200,000	Vanquard Precious Meta s & Mining Func
23/09/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 12.53 per Share AUD 12.83 per Share	Ordinary - 200,000	Vanquard Precious Metas & Mining Func
27/09/2011	Vanguard Precious Metais & Mining Fund	SELL	USD 12.69 per Share AUD 12.81 per Share	Ordinary - 250,000	Vanquard Precious Meta s & Mining Func
05/10/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 12.67 per Share AUD 13.12 per Share	Ordinary - 500,000	Vanguard Precious Meta s & Mining Func
06/10/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 13.76 per Share AUD 14.11 per Share	Ordinary - 1,000,000	Vanquard Precious Meta s & Mining Func

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4. Present relevant interests

604 Particulars 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	number of
interest	securities	as holder (8)	interest (6)	securities
Vanquard Precious Metals and Mining Fund	JPMorgan Chase Bank, N.A.	JPMorgan Chase Bank, N.A.	Beneficial Owner	Ordinary - 20,350,000	20.350.000

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, 1ne substantial holder in relation to voting interests in the company or scheme are as follows:

604

page 3/3

______ ______	Teamerastic content and content and content and content and content and content and content and content and con- -------------------------------------- ________ .
Name and ACN/ARSN (if	Nature of association _________ .
_________ N/A	N/A
	. _________

6. Addresses

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

Name	Address
Vanquard Precious Metals and Mining Fund	Vanquard Precious Metals and Mining Fund c/o The Vanguard Group, Inc. 455 Devon Park Drive Wayne, PA 19087 USA Attn: Nick Gould Compliance Manager Nick_Gould@Vanguard.com
JPMorgan Chase Bank, N.A.	Level 37 AAP Center 259, George Street Sydney NSW 2000 Australia

Signature

print name Natalie Bej capacity Assistant Secretary sign here date 10 October 201: 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 a ddresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a $(a)$ copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and a curate 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 $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification appl es).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• 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, $(7)$ become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happenir g 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 acculisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• 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". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$