EVOLUTION MINING LIMITED — Major Shareholding Notification 2014

Jun 24, 2014

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Evolution Mining Limited
ACN/ARSN 084 669 036
Details of substantial holder (1) 1. Name		Van Eck Associates Corporation (and its associates referred to in paragraph 6).
ACN/ARSN (if applicable)	N/A
There was a change in the interests of the
substantial holder on		20/06/2014
The previous notice was given to the company on		27/03/2014
The previous notice was dated		26/03/2014

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	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	66.223.264	9.34%	58,059,075	8.18%

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
	Van Eck Associates Corporation (VEAC) See Annexure A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
IVEAC	State Street Bank as lcustodian for Van Eck IInternational Funds - International llnvestors Gold Fund	IVan Eck Funds - Investors Gold Fund (IIG)	IVEAC holds its relevant linterest by having the bower to exercise, control lthe exercise of, or influence the exercise of. the voting powers or disposal of the securities lto which the relevant linterest relates in the ordinary course of linvestment management business.	Ordinary shares 9,736,424	1.371%
IVEAC	Bank of New York Mellon as custodian for Market Vectors Trust - Junior Gold Miners ETF	Market Vectors Trust Same as above. - Junior Gold Miners ETF (GDXJ)		Ordinary shares 42.177.243	5.941%

VEAC	Northern Trust as custodian for Lockheed Martin Corporation Master Retirement Trust	Lockheed Martin Junior Gold (LM)	Same as above.	Ordinary shares 486,160	l0.068%
VEAC	Credit Agricole as lcustodian for LODH linvest - The World Gold Expertise Fund	LODH Invest - The World Gold Expertise Fund (LODH)	Same as above.	Ordinary shares 2,403,891	0.339%
VEAC	JPMorgan as custodian for Jackson National	Jackson National/VaniSame as above. Eck International Fund (JLGOLD)		Ordinary shares 1,546,600	0.218%
VEAC	Northern Trust as custodian for Guidestone Global Natural Resources - Van Eck	Guidestone Global Natural Resources - Van Eck (GGOLD)	Same as above.	Ordinary shares 897,000	0.126%
VEAC	State Street Bank as custodian for Van Eck VIP Global Gold VIP Trust - VIP Global (VGOLD) Gold	Van Eck VIP Trust –	Same as above.	Ordinary shares 99,000	0.014%
VEAC	Northern Trust as custodian for Lockheed Martin Corporation Master Retirement Trust	Lockhead Martin Corporation Master Retirement Trust (LMJ)	Same as above.	Ordinary shares 702,000	0.099%
VEAC	Bank of New York Mellon as custodian for Market Vectors Trust, Market Vectors Australian Emerging	Market Vectors Trust Same as above. Market Vectors Australian Emerging Resources ETF (MVE.AU)		Ordinary shares 10,757	0.002%

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:

(if ACN/ARSN and Name applicable)	Nature of association
	__ _ ___

6. 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	335 Madison Avenue, New York, NY 10017
Van Eck Absolute Retum Advisers, Inc.	335 Madison Avenue, New York, NY 10017
Market Vectors Australia Pty Ltd	Gold Fields House, Level 3, 1 Alfred Street, Sydney NSW 2000
Market Vectors Investments Limited	Gold Fields House, Level 3, 1 Alfred Street, Sydney NSW 2000

Signature

	print name Russell Brennan	capacity	Assistant of VP
sign here		date	24/06/2014

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
  trustee of an equity trust), the names could be included in an ann $(1)$ 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.
• $(3)$ 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.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a 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, $(7)$ 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 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". $(8)$
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

604 GUIDE page 1/1 13 March 2000

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

Signature		This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	ΝiΙ
Lodging Fee	Nil
Other forms to be completed	Nil
Additional information	(a)		If additional space is required to complete a question, the information may be included on a separate 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:
		(i)	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:
		(A)	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	-1 $\overline{2}$ 3 4 5 6 $7^{\circ}$		To make any annexure conform to the regulations, you must use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides show the corporation name and A.C.N or ARBN number the pages consecutively print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied 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) sign and date the annexure. The annexure must be signed by the same person(s) who signed the form.

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

This is Annexure A of 2 pages referred to in Form 604 -
Notice of change of interests of substantial holder

Holder of relevant	Date of		Consideration		Consideration Non-
interest	Acquisition/Disposal	B/S		Cash	cash	Number of Securities
GDXJ	$2/26/2014$ B		\$		In-Kind	366,840
GDXJ	$3/3/2014$ B		\$		In-Kind	91,698
IIG	$3/4/2014$ B		\$	97,364	\$	9,736,424
LM	$3/4/2014$ B		\$	4,862	\$	486,160
LODH	3/4/2014 B		$\overline{\varsigma}$	27,579	\$	2,757,891
GDXJ	$3/4/2014$ B		\$	450,704	\$	45,070,432
JLGOLD	$3/4/2014$ B		\$	18,866	$\overline{\varsigma}$	1,886,600
VGOLD	$3/4/2014$ B		$\overline{\xi}$	910	\$	91,000
GGOLD	$3/4/2014$ B		$\overline{\boldsymbol{\zeta}}$	8,970	$\overline{\boldsymbol{\varsigma}}$	897,000
MVEAU	$3/4/2014$ B		\$	133	\$	13,262
LMJ	$3/4/2014$ B		\$	3,600	$\overline{\varsigma}$	360,000
GDXJ	$3/4/2014$ B		\$		In-Kind	229,215
GDXJ	$3/5/2014$ B		\$		In-Kind	229,245
GDXJ	$3/6/2014$ B		\$		In-Kind	229,295
GDXJ	$3/6/2014$ B		\$		In-Kind	275,196
GDXJ	$3/5/2014$ B		\$		In-Kind	80
GDXJ	$3/10/2014$ B		\$		In-Kind	275,196
GDXJ	$3/11/2014$ B		$\overline{\mathsf{S}}$		In-Kind	458,680
GDXJ	$3/12/2014$ B		$\overline{\mathsf{S}}$		In-Kind	275,160
GDXJ	$3/14/2014$ B		$\overline{\mathsf{S}}$		In-Kind	917,020
GDXJ	$3/21/2014$ B		\$	3,043,538	\$	3,382,085
GDXJ GDXJ	$3/26/2014$ B $3/28/2014$ B		\$ $\overline{\mathsf{S}}$		In-Kind In-Kind	49,416 247,120
LMJ	3/31/2014 B		$\overline{\xi}$	148,293	\$	173,000
GDXJ	$4/2/2014$ B		\$		In-Kind	148,302
MVEAU	4/8/2014 B		\$	66	\$	73
GDXJ	$4/9/2014$ B		\$		In-Kind	98,826
GDXJ	$4/24/2014$ B		$\overline{\mathsf{S}}$		In-Kind	49,411
GDXJ	$4/28/2014$ B		$\overline{\xi}$		In-Kind	49,405
LMJ	$5/1/2014$ B		\$	143,172	\$	169,000
MVEAU	$5/27/2014$ B		\$	650	$\zeta$	783
GDXJ	$5/28/2014$ B		$\overline{\mathsf{S}}$	208,857	$\varsigma$	265,299
VGOLD	$5/29/2014$ B		\$	6,275	$\overline{\mathsf{S}}$	8,000
GDXJ	$6/3/2014$ B		\$	133,596	\$	174,285
GDXJ	$6/3/2014$ B		\$		In-Kind	543,983
GDXJ	$6/4/2014$ B		\$		In-Kind	197,808
GDXJ	$6/6/2014$ B		\$		In-Kind	1,137,258
GDXJ	$6/10/2014$ B		\$		In-Kind	98,892
GDXJ	$6/12/2014$ B		\$		In-Kind	494,390
GDXJ	$6/13/2014$ B		\$		In-Kind	395,080
GDXJ	$6/19/2014$ B		\$		In-Kind	543,180
GDXJ	$6/20/2014$ B		\$		In-Kind	98,750
GGOLD	$2/20/2014$ S		\$	79,712	$\mathsf{S}$	92,000
GDXJ	$2/20/2014$ S		\$		In-Kind	91,838
MVEAU	$2/26/2014$ S		\$	78	$\varsigma$	82
GDXJ	$3/18/2014$ S		\$		In-Kind	366,832
GDXJ	$3/19/2014$ S		\$		In-Kind	91,706
GDXJ	$3/20/2014$ S		\$		In-Kind	640,892
MVEAU	$3/21/2014$ S		$\varsigma$	240	$\varsigma$	267

This is Annexure A of 2 pages referred to in Form 604 -Notice of change of interests of substantial holder

Holder of relevant	Date of		Consideration	Consideration Non-
interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
GDXJ	$3/24/2014$ S			In-Kind	246,980
JLGOLD	$4/24/2014$ S		304.081		340,000
GDXJ	$5/28/2014$ S			In-Kind	49,450
LODH	$5/30/2014$ S		272,030		354,000
GDXJ	$6/3/2014$ S		116,692		153,196
GDXJ	$6/16/2014$ S		640,694	Ś	821,873
MVEAU	$6/20/2014$ S		2,319	٠	3,094
GDXJ	$6/20/2014$ S		8,538,628	s	11,384,837

In-Kind transactions result from the ETF receiving a basket of securities (including Evolution Mining Ltd) in exchange for securities in the ETF.

In-Kind transactions refers to how market makers of exchange traded funds (ETF) can reconcile the differences between net asset value (NAV) and market values when shares of the ETFs are bought and sold. The market maker can arbitrage the ETF shares with the shares that make up the underlying portfolio, by creating or redeeming lots of the ETF shares. This structure causes ETFs to be treated as "in kind" transactions where investors only pay capital gains like with stocks, as opposed to other fees associated with mutual funds.

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