ILUKA RESOURCES LIMITED — Major Shareholding Notification 2014

Jun 2, 2014

AURORA PLACE, 86 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY

T 0	Company announcements office ASX	Facsimile	1300 135 638
	Company Secretary Iluka Resources Limited	Facsimile	$+61893604777$
From	Henry Wong Email: henry.wong@minterellison.com	Facsimile Direct line Our Ref	$+61299218058$ +61 2 9921 8536 SSE:HLW
Date	3 June 2014		Number of pages (including this one): 4

Notice of initial substantial holder Subject

Please find attached a notice of initial substantial holder in relation to shares in Iluka Resources Limited from SailingStone Capital Partners LLC.

Regards MINTER ELLISON

If you do not receive all pages please telephone +61 2 9921 8536

IMPORTANT - The contents of this facsimile may be privileged and confidential. Any unauthorised use of the contents is expressly prohibited. If you have received the document in error, please advise us by telephone (reverse charges) immediately and then shred the document. Thank you.

603 15 July 2001 page 1/2

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Iluka Resources Limited
ACN/ARSN	008 675 018
1. Dotalls of substantial holder (1) Name	SailingStone Capital Partners LLC
ACN/ARSN (if applicable)	NA.
The holder became a substantial holder on	02/June/2014

2. Details of voting power

The total number of votes aftached 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	136.394.673	136.394.673	18.69% . __
	______	___	.

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
LLC. SailingStone Capital Partners ("SailingStone")	SeilingStone holds its relevant interest by thaving the power to exercise, control the exercise of or disposal of the securities to 36,394,673 which the relevant interest relations in the lordinary course of investment management business.

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 interest	Registered holder of securities	Person antitled to be registered as holder (8)	Class and number of securities
SailingStone	BNY Mellon; Northern Trust; RBC; SailingStone holds its relevant State Street: JP Morgan, Wells IFargo: Credit Suisse: Morgan Stanley	interest in its capacity as investment manager for a range lof client portfolios.	36.394.673

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
SailingStone	2/June/2014	Not applicable	.	36,394,673
	-- - - ---

15 July 2001 nn 1 page 2/2

6 Associatos

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	Addrass
SailingStone Capital Partners LLC	One California Street, 30th Floor, San Francisco, CA 94111

Signature

print name Kathlyne Kiaie	capacity	Chiaf Compliance Officen
sign nore Kathline Laie	date	2/June/2014

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 $(1)$ 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 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 $(5)$ relevant interest in.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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 c
• 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.

• 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." $(6)$
• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ may, become entitled to raceive 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 benalf 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.

603 GUIDE page 1/1 13 March 2000

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