ILUKA RESOURCES LIMITED — Major Shareholding Notification 2011

May 23, 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:	3 (including cover)
Phone:			Date:	23 May 2011
Re:	Form 604 Reporting		CC.
$\Box$ Urgent	X For Review	$\square$ Please Comment		$\Box$ Please Reply	□ Please Recycle

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

604 page 1/2 15 July 2001

Form 604 Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN	lluka Resources Ltd. 008 675 018
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	Vanguard Precious Metals and Mining Fund
There was a change in the interests of the substantial holder on	19/05/2011
The previous notice was given to the company on The previous notice was dated	10 / 10 / 2008 10 / 10 / 2008

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 fol ows:

Class of securities (4)	Previous notice			Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	36,825,000	9.67%	34,000,000	8.12%

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
05/04/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 13.85 per Share AUD 13.41 per Share	Ordinary- 1,000,000	Vanguard Precious Metals & Mining Fund
19/04/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 13.76 per Share AUD 13.08 per Share	Ordinary- 1,000,000	Vanguard Precious Metals & Mining Fund
17/05/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 15.21 per Share AUD 14.32 per Share	Ordinary - 783.827	Vanquard Precious Met: Is & Mining Fund
19/05/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 15.87 per Share AUD 14.87 per Share	Ordinary - 1,000,000	Vanguard Precious Met: Is & Mining Fund
19/05/2011	Vanguard Precious Metals & Mining Fund	SELL	USD 15.86 per Share AUD 14.86 per Share	Ordinary - 4,000,000	Vanguard Precious Metals & Mining Fund

4. Present relevant interests

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
Vanguard Precious Metals and Mining Fund	JPMorgan Chase Bank, N.A.	JPMorgan Chase Bank, N.A.	Beneficial Owner	Ordinary - 34,000,000	34.000,000

15 July 2001

604 page 2/2

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, he substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A	------- NIA

6. Addresses

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

Name	Address
Vanguard Precious Metals and Mining Fund	Vanguard Precious Metals and Mining Fund c/o The Vanquard 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 capacity Assistant Secretary Natalie Bej 5 i 23 i Li M. sign here date 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 addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• 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 acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ 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".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.