ILUKA RESOURCES LIMITED — Major Shareholding Notification 2017

May 8, 2017

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

9 May 2017

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 SallingStone Capital Partners LLC.

Yours faithfully THOMSON GEER

$RQ$

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

encl

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	SallingStone Capital Partners LLC
ACN/ARSN (if applicable)	N/A
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	05/05/2017 02/05/2017 02/05/2017

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	Voling power (5)	Person's votes	Voting power (5)
Ordinary shares	7,575,132	6.59%	22,443,183	5.36%

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	Natura of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
1/05/2017	SallingStone Capital Partners	Sale of Shares	\$9.214.595.50	1,100,000 ordinary shares	1,100,000 ordinary shares
2/05/2017	SallingStone Capital Partners	Sale of Shares	\$5,496.229.91	ordinary shares 658.711	658,711 ordinary shares
2/05/2017	SailingStone Capital Partners	Sale of Shares	\$1,058,177.44	126,678 ordinary shares	126,678 ordinary shares
3/05/2017	SallingStone Capital Partners	Sale of Shares	\$1.013.567.28	121,560 ordinary shares	121,560 ordinary shares
3/05/2017	SallingStone Capital Partners	Sale of Shares	\$10,426,770.00	1,250,000 ordinary shares	1,250,000 ordinary shares
5/05/2017	SallingStone Capital Partners	Sale of Shares	\$14,868,920.63	1,875,000 ordinary shares	1,875,000 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
rolevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
SallingStone	Brown Brothers Harriman I&Co.: BMO Harris Bank: . IBNY Mellon:Citibank: Credit Sulsse; JP Morgan; manager for a range of Northern Trust: RBC: State client portfolios. Street: UBS	SailingStone holds its relevant interest in its capacity as investment	SailingStone holds its relevant interest by having the power to exercise, control the exercise of or disposal of the securities to which the relevant interest relations in the ordinary course of investment management business.	22,443,183 ordinary 5,36% 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;

		.
Name and ACN/ARSN (if applicable)	Nature of association

	$09 - 05 - 17$ ; 11:04 ;				3,
			604	$page$ 2/2	15 July 2001
n/a		n/a
6. Addresses	The addresses of persons named in this form are as follows:
Name		Address
	SallingStone Capital Partners LLC		One California Street, 30th Floor, San Francisco, CA 94111 USA
Signature
	print name Kathlyne Kiaie			capacity	Chief Compliance Officer
	sign here	Kathline Fiare		date	08/05/2017
		DIRECTIONS
(1)	is clearly set out in paragraph 6 of the form.	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
(2)		See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)		See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)		The voting shares of a company constitute one class unless divided into separate classes.
(5)		The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
include details of: (6)
		(a any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy 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
		(b 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

) 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.

• $(7)$ 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 must be included even if the benefit is conditional on the happening or not of a
  contingency. Details must be included on any benefit paid on behalf of th 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". $(8)$
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.