ILUKA RESOURCES LIMITED — Major Shareholding Notification 2014

Sep 2, 2014

Level 25, 1 O'Connell Street Sydney NSW 2000 Australia

GPO Box 3909 Sydney NSW 2001 DX 69 Sydney

T +61 2 8248 5800
F +61 2 8248 5899

Our ref DRZ:HHJ:3624165

3 September 2014

The Company Secretary Iluka Resources Limited By facsimile: +61 8 9360 4777

Companies Announcements Office Australian Securities Exchange By facsimile: 1300 135 638

Dear Sir/Madam

ASIC Form 604: Notice of change of interests of substantial holder Iluka Resources Limited (ASX:ILU)

Please find enclosed an ASIC Form 604 for lodgement by SailingStone Capital Partners LLC.

Yours faithfully THOMSON GEER

$\mathbf C$ ี่David Zwl

Partner T +61 2 8248 3414 M 0419 284 143 E dzwi@tglaw.com.au

encl

604 / page 1/3 15 July 2001

Form 604
Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	ILUKA RESOURCES LIMITED
ACN/ARSN	008 675 018
1. Details of substantial holder (1)
Name	SailingStone Capital Partners LLC
ACN/ARSN (if applicable)	N/A
There was a change in the interests of the
substantial holder on		15/08/2014
The previous notice was given to the company on		03/06/2014
The previous notice was dated		02/06/2014

2. Provious 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:

	Previous notice	.	. Present notice
Class of securities (4)	Person's votes	Voting power (5),	Person's votes .	Voting power (5) __
Ordinary shares .	36.394.673	18.69%	42,324 774 .	10.11%

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 rolation to change (7)	Class and number of securities affected	Person's votes affected
03/06/2014	SallingStone Capital Partners LLC (SailingStone)	Acquisition of further Ishares	A\$218,784,80	25,090 ordinary shares	25,090 ordinary shares
12/06/2014	SailingStone	Acquisition of further Isharos	AS261,939.50	31,370 ordinary shares	31,370 ordinary shares
18/06/2014	SailingStone	Acquisition of further Isharos	A\$2,080,000.00	250,000 ordinary shares	250,000 ordinary shares
19/06/2014	SailingStone	Acquisition of further lshares.	A\$16.126.500.00	1,950,000 ordinary shares	1.950,000 ordinary Ishares
20/06/2014	SailingStone	Acquisition of further shares	AS4 135.000.00	500,000 ordinary shares	500,000 ordinary shares
23/06/2014	SallingStone	Acquisition of further shares	A\$1,765,410.00	212,700 ordinary shares	212,700 ordinary shares
23/06/2014	SallingStone	Sale of shares	AS294,442.50	35,690 ordinary shares	35,690 ordinary shares
24/06/2014	SallingStone	Acquisition of further shares	AS1.246.958.80	150,236 ordinary shares	150,236 ordinary shares
25/06/2014	SallingStone	Acquisition of further shares	AS908,434.80	109,980 ordinary shares	109,980 ordinary shares
25/06/2014	SallingStone	Acquisition of further shares	A\$2,825,131.24	341,612 ordinary shares 341,612 ordinary shares
130/06/2014	SallingStone	Acquisition of further Ishares	A \$4,510,000.00	550,000 ordinary shares 550,000 ordinary shares
1/07/2014	SallingStone	Acquisition of further shares	AS2.563,848.30	309,270 ordinary shares (309,270 ordinary shares
2/07/2014	SailingStone	Acquisition of further shares	AS387,705.60	45,720 ordinary shares	45,720 ordinary shares
8/07/2014	SailingStone	Acquisition of further Isharos	A\$1,872,053.40		219,210 ordinary shares 219,210 ordinary shares
11/07/2014	SailingStone	Acquisition of further shares	A\$753,351.04	90,547 ordinary shares	90,547 ordinary shares

				604	15 July 2001 page 2/3
11/07/2014	SaillnoStone	Acquisition of further Ishares	A\$4,695,723.39	1565.069 ordinary shares 1565.069 ordinary shares
14/07/2014	SallingStone	Acquisition of further Ishares	A\$827.000.00	/100,000 ordinary shares (100,000 ordinary shares
15/07/2014	SailingStone	Acquisition of further Ishares	A\$1.230.000.00	150,000 ordinary shares 150,000 ordinary shares
16/07/2014	SallingStone	Acquisition of further Ishares	A\$1,146,130.40	136,120 ordinary shares 136,120 ordinary shares
1/08/2014	lSallingStone	Acquisition of further Ishares	AS489.117.20	55.330 ordinary shares	55.330 ordinary shares
6/08/2014	SailingStone	Acquisition of further Ishares	AS864.020.30	101,530 ordinary shares (101,530 ordinary shares
15/08/2014	SailIngStone	Acquisition of further Ishares	AS618.540.13	72.007 ordinary shares	72,007 ordinary shares

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
SailingStone	BNY Mellon ; Northern Trust: RBC: State Street; JP Morgan; Wells Fargo; Credit Suisse: Morgan Stanley	SailingStone holds lits relevant interest lin its capacity as linvestment manager for a Irange of client portfolios.	SallingStone holds its relevant interest by having the power to exercise. lcontrol the exercise of or idisposal of the securities ito which the relevant linterest relations in the lordinary course of investment management lbusiness.	42,324,774 ordinary 10.11% shares

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

--------------------------------------- ACN/ARSN (if Name and annlicable	_________ Nature of association .
__ --------------------------------------	______ .
	_______

6. Addresses

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

Name	. ddrass
SailingStone Capital Partners LLC ---------------------------------------	One California Street, 30th Floor, San Francisco, CA 94111 USA .

Signature

Kathlyne Kiale print name
------------------------------	--

sign here Kathline fiare

capacity Chief Compliance Officer

03/09/2014

date

604 page 3/3 15 July 2001

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 na 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. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include dotalls of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ of any document setting out 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 $(b)$ securities to 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.

• 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 $(7)$ contingency. Details must be included on 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.
• 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. $(9)$