EVOLUTION MINING LIMITED — Major Shareholding Notification 2012

May 21, 2012

MinterEllison

W Ÿ $E$ $R$ $\overline{\mathbf{s}}$ $L$ $A$

AURORA PLACE, 68 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY

Tо	Company announcements office $_{\rm ASX}$	Facsimile	1300 135 638
	Company Secretary Evolution Mining Limited	Facsimile	+61 2 9696 2901
From	Henry Wong Email: henry.wong@minterellison.com	Facsimile Direct line Our Ref	$+61299218058$ $+61299218536$ SSE: HLW: 20-6818439
Date	22 May 2012	Number of pages (including this one): 7
Subject	Notice of initial substantial holder

Please find attached a notice of initial substantial holder in relation to shares in Evolution Mining Limited from Van Eck Associates Corporation.

Regards MINTER ELLISON

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

ME 98356063_1 (W2003x)

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.

Form 603 Corporations Act 2001
Section 6718

Notice of initial substantial holder

To Company Name/Scheme	Evolution Mining Limited
ACN/ARSN	084 869 036
Details of substantial holder (1) 1. Namo	Van Eck Associates Corporation (and its associates as referred to in paragraph 6).
ACN/ARSN (if applicants)	N/A
The holder became a substantial holder on	16/05/2012

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the acheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder bacame a substantial holder are as follows:

Class of securities (4) Number of socurities ------- ---	Person's votes (5)	Voting power (6)
135.705.859 Ordinarv shares i	35.785.859 ________	$-$ 15.00%
	--------------------------------------

3. Details of relevant interests

The nature of the relevant interest the substantial halder 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
Corporation Associates Nan Eck (VEAC)	VEAC holds its relevant interest by having the power to exercise, control the exercise jof, or influence the exemise of, the voting loowers or disposal of the securities to which 35,705,659 the relevant interest relates in the ordinary course of investment management ibusincae.

4. Details of present registered holders

The persons registered as holders of the accurities referred to in paragraph 3 above are as follows:

Holder of relevant Interest	Realstered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
NEAC	Bank of New York Mellon as custedien for Market Vectors Trust - Junior Gold Miners ETF	Market Vectors Trust - Junior Gold Minars ETF (GDXJ)	Ordinary shares 28.404.184
NEAC	State Street Bank es custodian for Van Eck Funds - International Investors Gold Fund	Man Eck Funds - International ilnvestors Gold Fund (IIG).	lOrdinary sha r es 15.981.424
VEAC	Credit Agricole as custodian for LODH Invest - The World Gold Experiise Fund	ILODH Invest - The World Gold Expertise Fund (LODH)	Ordinary shares 1.109.891
NEAC	Northern Trust as custodian for Lockheed Martin Corporation Master (Master Retirement Trust (LM). Retirement Trust	(Lockheed Martin Corporation	iOrdinary shares 270.150

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 .
THEFT

ME_98355999_1 (W2003x)

n er . .	$^{\circ}$ Annexure $\sim$	Cash	Non-casi i ---------------------------------------	__
-------------------------------------- .
	________	_____		--------------------------------------

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows;

Name and ACN/ARSN (if epplicable)	Nature of association
VEAC	Associete under section 12(2) of the Corporations Act.
Van Eck Securities Corporation	[Associate under section 12(2) of the Corporations Act.
Van Eck Absolute Return Advisors, Inc.	Associate under section 12(2) of the Corporations Act.

7. Addresses

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

Name	. Address
VEAC	[335 Madison Avenue, New York, NY 10017
Van Eck Securities Corporation	______ 1335 Madison Avenue, New York, NY 10017
Ven Eck Absolute Ratum Advisera, Inc.	----- [335 Madison Avenuo, New York, NY 10017

Signature

print name Russell Brannen

caoscity Analatant VP

21/05/2012

dato

aton here

DIRECTIONS

• if there are a number of substantial holders with similar or related relevant interasts (eg. a corporation and its related corporations, or the manager and
  Interest of an equity trust), the names could be included in an en $(1)$ 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 606 and 6718(7) of the Corporations Act 2001, $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes,
• (5) The total number of votes attached to all the voling shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100,
• $\sigma$ include details of:
• any relevent agreement or other circumatances by which the relevant interest was acquired. If subsection 6716(4) applies, a copy of any $(n)$ accument setting out the terms of any relevant agreement, and a statement by the person giving full and accurate datalla of any contract, accument setting out the terms of any relevant agreement, and a statement of the per
• 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.

• (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,"
• $(9)$ Details of the consideration must include any and all banafite, moneys 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 oven if the benefit is conditional on the happening or not of a
  contingency, Details must be included of any bonefit paid on behalf are not paid directly to the person from whom the relevant interest was acquired.

ME_98355999_1 (WZ003x)

This guide does not form part of the prescribed form
and is included by ASIC to assist you in completing and GUIDE lodging form 603.

Signature				This form must be algned by either a director or a secretary of the substantial holder.
Lodging period	Nπ
Lodging Fee	Νņ
Other forms to be completed	Νū
Additional information	(e)			If additional space is required to complete a question, the information may be included on a geparate piece of paper annexed to the form.
	(b)			This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
	(c)			The person must give a copy of this notice:
		0		within 2 business days after they become aware of the information; or
		(II)		by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the Information if:
			w	a takeover bid is made for voting shares in the company or voting interests in the scheme; and
			(B)	the person becomes aware of the information during the bid period.
Annexures				To make any annexure conform to the regulations, you must
	1.			use A4 size paper of white or light pastel colour with a margin of at laast 10mm on all sides
	2			show the corporation name and ACN or ARBN
	э			number the pages consecutively
	4			print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
	в			5 Identify the annexure with a mark such as A, B, C, etc. endorse the annexure with the words:
				This is annexure (mark) of (number) pages referred to in form (form number and title).
	7			sign and date the annexure.
				The annexure must be signed by the same person(s) who signed the form,

ME_98355999_1 (V/2003x)

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

ME_08355000_1 (W2003x)

This is Annexure A of 2 pages referred to In Form 603 - Notice of Initial substantial holder

Holder of relevant	Date of		Consideration	Consideration Non-
Interest	Acquisition/Disposal	B/5	Cash	cash	Number of Securities
GDXJ	1/17/2012 5		\$	In-Kind	13,303
GDXI	1/18/2012 B		\$	In-Kind	93,121
GDXJ	1/25/2012 B		\$ a,	In-Kind	39,906
GDXJ	1/26/2012 8		\$ Ħ	In-Kind	146,300
GDXI	1/27/2012 B		Ş ¥	In-Kind	385,700
GDXJ	1/30/2012 B		Ţ $\mu$	In-Kind	66,505
GDXJ	1/31/2012 B		\$	In-Kind	66,490
GDXJ	2/1/2012 8		ţ ۰	In-Kind	159,612
GDXJ	2/2/2012 B		\$	In-Kind	39,891
LODH	$2/3/2012$ $S$		\$ ÷.	\$	417,135
GDXJ	2/3/2012 5		Ş	In-Kind	13,296
LODH	$2/6/2012$ S		\$	s	285,865
GDXJ	2/6/2012 5		\$	In-Kind	53,196
GDXJ	2/7/2012 B		3	In-Kind	26,596
GDXJ	2/10/2012 B		ţ 164,809	S ×,	85,351
GDXJ	2/10/2012 5		\$	In-Kind	75,788
GDXJ GDXJ	2/13/2012 S		\$ ÷.	In-Kind	213,584
GDXJ	2/14/2012 5 2/15/2012 S		ζ \$	In-Kind In-Kind	13,346 93,429
GDXJ	2/16/2012 5		\$	In-Kind	93,429
GDXI	2/17/2012 5		\$ ч	In-Kind	40,044
GDXJ	2/23/2012 B		\$ ×	In-Kind	106,784
GOXI	2/29/2012 5		3 w	In-Kind	146,795
GDXJ	$3/1/2012$ s		\$	In-Kind	106,800
GDXI	3/2/2012 5		\$ H,	In-Kind	93,436
GDXI	$3/5/2012$ s		\$ ۳,	In-Kind	213,584
GDXJ	3/6/20125		\$ u	In-Kind	146,861
GDXJ	$3/7/2012$ s		Ś	In-Kind	13,351
GDXJ	3/13/2012 S		\$	In-Kind	13,351
GDXJ	3/14/2012 5		\$	In-Kind	240,282
GDXJ	3/16/2012 B		\$ 4,355,639	Ŝ	2,301,254
GDXI	3/19/2012 B		\$	In-Kind	14,776
GDXJ	3/19/2012 5		Ś $229,967$ $\frac{1}{5}$		124, 112
GDXJ	3/21/2012B		ζ	In-Kind	44,133
GDXJ	3/23/2012 B		\$	In-Kind	294,220
GDXJ	3/23/2012 B		\$	In-Kind	20
GDXJ GDXJ	3/26/2012 B		\$	In-Kind	235,376
GDXJ	$3/27/2012$ B 3/29/2012 8		Ş \$	In-Kind In-Kind	544,270 88,308
GDXJ	3/30/2012 B		\$	In-Kind	309,057
GDXJ	4/2/2012 B		\$	In-Kind	161,876
GOXJ	4/5/2012 5		\$	In-Kind	117,712
GDXJ	4/10/2012 5		\$	In-Kind
GDXI	4/11/2012 8		\$	In-Kind	44,142 147,150
GDXJ	4/12/2012 B		3	In-Kind	264,870
GDXJ	4/13/2012 B		\$	In-Kind	103,005
GDXJ	4/16/2012 B		3	In-Kind	14,717
GDX)	4/18/2012 B		\$ ÷.	in-Kind	147,150

Page 1 of 2

$7821/5/12$

Holder of relevant	Date of		Consideration	Consideration Non-
Interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
GDXJ	4/23/2012 B		\$	In-Kind	58,856
GOXJ	4/24/2012 8		\$ ۰	in-Kind	14,713
GDXJ	4/25/2012 B		\$	In-Kind	73,575
GDXJ	4/26/2012 B		\$	In-Kind	485,529
GDXJ	4/30/2012B		\$	In-Kind	176,520
GDXJ	$5/1/2012$ B		\$ u.	In-Kind	191,204
LODH	$5/1/2012$ s		\$ پ	\$	180M
GDXJ	$5/2/2012$ B		\$ ÷	In-Kind	73,560
LODH	$5/2/2012$ S		\$ ۰.	\$	100M
GDXJ	5/3/2012B		Ś ۰	In-Kind	29,420
GDXJ	5/4/2012 B		\$ ÷	In-Kind	647,284
GDXJ	5/8/2012 B		s ۰	In-Kind	132,399
GDXJ	5/9/2012 B		\$ ÷,	In-Kind	456,072
GDXI	$5/10/2012$ B		\$	in-Kind	132,426
GDXJ	5/16/2012 S		\$	In-Kind	44,130
	In-Kind transactions result from GDXJ receiving a basket of securities (including Evolution Mining Ltd) in exchange for

This is Annexure A of 2 pages referred to in Form 603 - Notice of Initial substantial holder

J.

$\hat{\mathcal{A}}$

$\mathcal{L}$

securities in GDXJ.

$78 \frac{1}{21/5}$

Page 2 of 2