EVOLUTION MINING LIMITED — Major Shareholding Notification 2017

May 8, 2017

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 ACN/ARSN (if applicable)	N/A	Van Eck Associates Corporation (and its associates referred to in paragraph 6).
There was a change in the interests of the
substantial holder on		04/05/2017
The previous notice was given to the company on The previous notice was dated		22/03/2017 21/03/2017

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	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares - EVN AU	139, 136, 143	8.28%	120.806.842	7.18%
$\sqrt{\frac{1}{2}}$ Ordinary shares - EVNXX IAU		$0.00\%$		$10.00\%$

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	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
NEAC	Bank of New York lMellon as custodian. lfor VanEck Vectors lGold Miners ETF	Miners ETF (GDX)	VanEck Vectors Gold VEAC holds its relevant linterest by having the power to exercise, control the exercise of, or linfluence the exercise of. the voting powers or disposal of the securities to which the relevant linterest relates in the ordinary course of linvestment management lbusiness.	Ordinary shares - IEVN AU 97,779,394	5.81%

VEAC	Bank of New York Mellon as custodian for VanEck Vectors Natural Resources ETF	Bank of New York Mellon as custodian for VanEck Vectors Natural Resources ETF (HAP)		Ordinary shares- EVN AU 55,125	0.003%
VEAC	State Street Bank as custodian for VanEck International Investors Gold Fund	VanEck International Investors Gold Fund (IIG)	Same as above,	Ordinary shares- EVN AU 15,012,587	0.89%
VEAC	JPMorgan as custodian for Jackson National	Jackson National/Van Same as above. Eck International Fund (JLGOLD)		Ordinary shares - EVN AU 1,438,062	0.09%
VEAC	Northern Trust as custodian for Lockheed Martin Corporation Master Retirement Trust	Lockheed Martin Junior Gold (LM)	Same as above.	Ordinary shares - EVN AU 823,144	0.05%
VEAC	Credit Agricole as custodian for LODH Invest - The World Gold Expertise Fund	LODH Invest - The World Gold Expertise Fund (LODH)	Same as above.	Ordinary shares - EVN AU 2,151,695	0.13%
VEAC	Bank of New York Mellon as custodian for VanEck Vectors S&P/ASX Midcap ETF	VanEck Vectors S&P/ASX Midcap ETF (MVE.AU)	Same as above.	Ordinary shares- EVN AU 167,323	0.01%
VEAC	Bank of New York Mellon as custodian for VanEck Vectors Australian Resources ETF	VanEck Vectors Australian Resources ETF (MVR.AU)	Same as above.	Ordinary shares- EVN AU 444,807	0.03%
VEAC	Bank of New York Mellon as custodian for VanEck Vectors Australian Equal Weight ETF	VanEck Vectors Australian Equal Weight ETF (MVW.AU)	Same as above.	Ordinary shares- EVN AU 1,344,238	0.08%
VEAC	Bank of New York Mellon as custodian for VanEck Vectors Gold Miners UCITS ETF	VanEck Vectors Gold Same as above. Miners UCITS ETF (UCTGDX)		Ordinary shares - EVN AU 1,115,876	0.07%
VEAC	State Street Bank as custodian for Van Eck WIP Global Gold VIP Trust - VIP Global (VGOLD) Gold	Van Eck VIP Trust-	Same as above.	Ordinary shares- EVN AU 474,592	0.03%

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 applicable)	ACN/ARSN	(if	Nature of association

6. Addresses

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

Name	Address
VEAC	666 Third Avenue, New York, NY 10017
Van Eck Securities Corporation	666 Third Avenue, New York, NY 10017
Van Eck Absolute Return Advisers, Inc.	666 Third Avenue, New York, NY 10017
VanEck Australia Pty Ltd	Level 4 Aurora Place, 88 Phillip Street, Sydney NSW 2000
VanEck Investments Limited	Level 4 Aurora Place, 88 Phillip Street, Sydney NSW 2000

Signature

			print name Andrew Tilzer		capacity	AVP
		sign here			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.
(6)		Include details of:
	(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 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.
(8)			If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write "unknown".
(9)			Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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	Nil
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
		by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the (ii) information if:
		a takeover bid is made for voting shares in the company or voting interests in the scheme; and (A)
		(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 least 10mm on all sides
	2	show the corporation name and A.C.N or ARBN
	3	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
	5	identify the annexure with a mark such as A, B, C, etc.
	6	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.

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

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDX	01/04/2017 S			In-Kind	53,490
GDX	01/05/2017 B			In-Kind	1,604,850
GDX	01/09/2017 B			In-Kind	235,378
GDX	01/10/2017 S			In-Kind	1,711,680
GDX	01/17/2017B			In-Kind	267,450
GDX	01/23/2017B			In-Kind	909,245
GDX	01/26/2017 S			In-Kind	342,272
GDX	01/31/2017 S			In-Kind	534,800
GDX	02/01/2017 S			In-Kind	64,170
GDX	02/07/2017 B			In-Kind	171,120
GDX	02/09/2017B			In-Kind	363,630
GDX	02/10/2017B			In-Kind	342,240
GDX	02/13/2017 B			In-Kind	1,229,810
GDX	02/15/2017B			In-Kind	320,820
GDX	02/16/2017 B			In-Kind	1,069,400
GDX	02/22/2017 B			In-Kind	1,603,950
GDX	02/23/2017B			In-Kind	556,036
GDX	02/24/2017 B			In-Kind	1,122,765
GDX	02/27/2017 B			In-Kind	406,448
GDX	02/28/2017 S			In-Kind	53,495
GDX	03/02/2017 S			In-Kind	770,256
GDX	03/03/2017 B			In-Kind	535,500
GDX	03/06/2017 S			In-Kind	460,530
GDX	03/08/2017 B			In-Kind	1,157,220
GDX	03/10/2017B			In-Kind	1,500,520
GDX	03/14/2017 S			In-Kind	996,309
GDX	03/15/2017B			In-Kind	557,336
GDX	03/17/2017B		16,448,823.00		7,310,588
GDX	03/21/2017B			In-Kind	610,092
GDX	03/22/2017B			In-Kind	259,877
GDX	03/28/2017 S			In-Kind	848,025
GDX	03/31/2017B			In-Kind	452,200
GDX	04/07/2017S			In-Kind	644,613
GDX	04/11/2017 S			In-Kind	11,309
GDX	04/13/2017B			In-Kind	113,080
GDX	04/17/2017 S			In-Kind	622,160
GDX GDX	04/19/2017 S 04/20/2017 S			In-Kind In-Kind	1,470,690 101,808
GDX	04/20/2017 S		647,147.93		275,575
GDX	04/21/2017 S			In-Kind	1,187,865
GDX	04/24/2017 S			In-Kind	79,184
GDX	04/24/2017 S		483,553.27		204,796
GDX	04/25/2017 S			In-Kind	5,508,944

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

Page 1 of 3

$AT$

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDX	04/26/2017 S			In-Kind	158,368
GDX	04/26/2017 S		1,335,431.55		599,429
GDX	04/27/2017 S			In-Kind	904,880
GDX	05/01/2017S			In-Kind	3,856,710
GDX	05/02/2017 S			In-Kind	520,260
GDX	05/02/2017 S		369,638.77		168,672
GDX	05/03/2017 S			In-Kind	248,798
GDX	05/04/2017 S			In-Kind	2,205,255
HAP	02/09/2017 B		697.27		294
HAP	02/23/2017 S			In-Kind	1,142
HAP	03/03/2017 S			In-Kind	1,143
HAP	03/17/2017 S		30,780.94		13,690
HAP	04/03/2017 S			In-Kind	902
HAP	04/27/2017 S			In-Kind	903
HAP	04/28/2017 B			In-Kind	5,418
IIG	01/17/2017 S		1,367,173.76		612,000
IIG	02/02/2017 S		916,147.22		415,000
IIG	02/17/2017B		1,768,898.77		728,771
ItG	02/21/2017 B		3,087,836.76		1,305,229
IIG	02/24/2017 B		1,932,490.46		841,000
LM	02/02/2017 S		50,774.42		23,000
LM	02/17/2017B		97,402.52		40,129
LM	02/21/2017B		170,028.34		71,871
LODH	01/05/2017B		206,994.75		97,000
LODH	02/02/2017 S		298,023.79		135,000
LODH	02/17/2017B		304,382.60		125,403
LODH	02/21/2017B		531,338.84		224,597
LODH	03/29/2017 S		279,370.24		131,999
LODH	05/04/2017 S		123,485.73		56,999
JLGOLD	01/18/2017B		91,125.54		40,000
JLGOLD	02/02/2017 S		88,303.35		40,000
JLGOLD	02/13/2017B		98,736.74		42,000
JLGOLD	02/17/2017B		196,545.39		80,975
JLGOLD	02/21/2017B		343,091.93		145,025
JLGOLD	03/21/2017 S		127,565.19		58,000
JLGOLD	04/13/2017 B		142,898.61		59,000
JLGOLD	05/04/2017 S		164,647.63		76,000
VGOLD	01/18/2017B		45,562.77		20,000
VGOLD	02/02/2017 S		30,906.17		14,000
VGOLD	02/17/2017 B		60,006.11		24,722
VGOLD	02/21/2017B		104,750.38		44,278
VGOLD	03/07/2017 S		54,824.57		28,000
MVRAU	01/17/2017 S		3,516.29		1,564

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

Page 2 of 3

$\overline{1}$

$4^-$

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
MVRAU	01/31/2017 S		2,325.32		1,092
MVRAU	02/08/2017 B			In-Kind	74,544
MVRAU	02/08/2017B			In-Kind	204,996
MVRAU	02/22/2017B		2,360.09		1,044
MVRAU	02/28/2017 B		2,409.06		1,115
MVRAU	03/01/2017B		4,718.74		2,184
MVRAU	03/08/2017 B		3,495.84		1,825
MVRAU	03/10/2017 B			In-Kind	18,873
MVRAU	03/13/2017 S			In-Kind	18,873
MVRAU	03/17/2017 S		60,715.30		26,992
MVEAU	03/17/2017B		367,273.97		163,188
MVEAU	03/23/2017 S		1,954.80		918
MVEAU	03/24/2017 B			In-Kind	15,730
MVEAU	03/30/2017 S			In-Kind	15,745
MVEAU	03/31/2017B		443.22		211
MVEAU	04/13/2017 S		139.62		57
MVEAU	05/01/2017B		11,207.00		4,914
MVWAU	01/09/2017B			In-Kind	39,800
MVWAU	01/17/2017 S		38,907.55		17,297
MVWAU	01/31/2017 S		3,901.08		1,832
MVWAU	02/15/2017B			In-Kind	39,130
MVWAU	02/16/2017 B			In-Kind	23,478
MVWAU	02/20/2017 B		7,187.20		3,019
MVWAU	02/24/2017B		6,805.06		2,997
MVWAU	02/28/2017 B		5,477.11		2,535
MVWAU	03/02/2017 B			In-Kind	47,328
MVWAU	03/03/2017 B		6,826.33		3,329
MVWAU	03/10/2017B		4,031.21		2,110
MVWAU	03/17/2017 S		12,524.56		5,568
MVWAU	03/21/2017 B			In-Kind	47,268
MVWAU	03/23/2017 S		9,857.06		4,629
MVWAU	04/12/2017B		2,687.76		1,129
MVWAU	04/13/2017 S		2,652.62		1,083
MVWAU	04/28/2017 B			In-Kind	47,106
MVWAU	05/01/2017 B		37,657.71		16,512
UCTGDX	01/12/2017 S		49,185.26		22,258
UCTGDX	03/17/2017 B		125,928.43		55,957
UCTGDX	03/20/2017 B		3,343.14		1,485
					1,256
UCTGDX	04/11/2017B In-Kind transactions result from UCTGDX receiving a basket of securities (including EVOLUTION MINING LTD) in exchange for securities in UCTGDX.		2,941.10

This is Annexure A of 1 page referred to in Form 604 - Notice of change of interests of substantial holder.

Page 3 of 3

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