EVOLUTION MINING LIMITED — Regulatory Filings 2014

Sep 23, 2014

604 page 2/2 15 July 2001

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
1. Details of substantial holder (1) Name		Van Eck Associates Corporation (and its associates referred to in paragraph 6).
ACN/ARSN (if applicable)	NIA
There was a change in the interests of the
substantial holder on		19/09/2014
The previous notice was given to the company on		25/06/2014
The previous notice was dated		24/06/2014

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:

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
IDrdinary shares	158.059.075	.a.18%	171,459,605	$10.02\%$

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 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
VEAC	State Street Bank as custodian for Van Eck Funds - International linvestors Gold Fund	Van Eck Funds - linternational Investors Gold Fund (IIG)	IVEAC holds its relevant interest by having the bower to exercise, control lthe exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant linterest relates in the lordinary course of investment management business.	Ordinary shares 9,736,424	1.365%
VEAC	Bank of New York Mellon as custodian for Market Vectors Trust - Junior Gold Miners ETF	Market Vectors Trust Same as above. Junior Gold Miners IETF (GDXJ)		Ordinary shares 56,206,055	7.881%

VEAC	Northern Trust as custodian for Lockheed Martin Corporation Master Retirement Trust	Lockheed Martin Junior Gold (LM)	lSame as above.	Ordinary shares 486,160	0.068%
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 1,998,891	0.280%
VEAC	JPMorgan as custodian for Jackson Eck International National	Uackson National/Van Same as above. Fund (JLGOLD)		Ordinary shares 1,296,600	0.182%
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 WIP Global Gold VIP Trust - VIP Global (VGOLD) Gold	Van Eck VIP Trust-	Same as above.	Ordinary shares 125,000	0.018%
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	0.098%
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 11,475	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 CN/ARSN and Name 41 $\cdots$	Nature of association

6. Addresses

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

Name	Address
IVEAC	335 Madison Avenue, New York, NY 10017
Van Eck Securities Corporation	335 Madison Avenue, New York, NY 10017
Van Eck Absolute Return 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

Russell Brennan print name	capacity	Assistant of VP
__ sign here UNIONE $10k_1$	date	23/09/2014

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.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ 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, of 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
  securities to which the relevant interest relates (indicating clearly the $(b)$

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, become entitled to receive in relation to that acquisition. Details m $(7)$
• 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". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

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	ΝW
Lodging Fee	NII.
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 takeover bid is made for voting shares in the company or voting interests in the scheme; and (A)
			the person becomes aware of the information during the bid period. (B)
Annexures	$\mathbf{1}$		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
	2		show the corporation name and A.C.N or ARBN
	з		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 endorse the annexure with the words:
	6		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	Date of		Consideration		Conslderation Non
interest	Acquisition/Disposal	BIS		Cash	cash	Number of Securities
MVEAU	s/27120t4 B		s	s 6s0		783
GDXJ	sl28/20L4 B		S	2o8,Bs7	s	265,299
GDXJ	s/28/2014 s		s		ln-Kind	49,450
VGOLD	s/29/20t4 B		5	6,275	s	8,000
LODH	s/30120t4 S		s	272,030	s	354,000
GDXJ	613/20L4 B		s		s
GDXJ	6/3120L4 B				ln-Kind	s43,983
GDXJ	6/3/2014 s			L76,692	s	153,196
GDXJ	6/4/2014 B				ln-Kind	197,808
GDX.'	6/6/2074 B		)		ln-Kind	L,137,258
GDXJ	6/70/2074 B		I		ln-Kind	98,892
GDXJ	6/!2/2014 B		I		ln-Klnd	494,390
GDXJ	6/13/20L4 B				ln-Kind	39s,080
GDXJ	6/L6120L4 s		S	oqo,sg+	5	82L,873
GDXJ	6lL9/2014 B		s		ln-Kind	s43,180
	6120/20L4 B		s		ln-Kind	98,7s0
GDXJ	6120/20L4 s			S s,sss,oza	s	1r,384,837
MVEAU	6/20120L4	)		t A1(	5	3,O94
GDXJ	6/23/2074 s		s		ln-Kind	t!5,230
GDXJ	6124120t4 5				ln-Kind	38,401
GDXJ	6l2sl2014 s		s		ln-Kind	175,22r
MVEAU	7/L/2014 s		s	72	s	98
6DXJ	7/212074 B		s		ln-Kind ln-Kind	384,080 345,672
GDXJ		B	s		ln-Kind
GDXJ	7/9/2014 B 7/10/2014 B		s		ln-Kind	92L,528
GDXJ	7h4/20L4 B				ln-Kind	729,524,
GDXJ	7/27/20t4 B				ln-Kind
GDXJ GDXJ	7/24/2014 s		s s		ln-Kind	38,447
GDXJ	7/28/2014 ]		s		ln-Kind	76,888
GD}O	7/29/20L4 B		s		ln-Kind	230,652
GDXJ	7l3tl20L4 B		s		ln-Kind	768,880
GDXJ	8/4120t4 B		s		ln-Kind	230,670
GDXJ	8/s/2074	t	(		ln-Kind	385,250
GDXJ	8/7/20L4 B		(		ln-Kind	231,126
GDXJ	8lL4l20L4 B		\$		ln-Kind	462,240
GDXJ	8/t8/20t4	B	5		ln-Kind	38,s16
VGOLD	8/2012074 B		5	1e,841	s	26,000
GDXJ	8122/2014 B		(		ln-Kind	269,66L
	8l2s/20t4 B		)	28	s	37
GDXJ	9/412014	s	(		ln-Kind	231,180
GDXJ	e/81201,4 B				ln-Kind	385,450
JLGOLD	9lt0/2074 5			167	s	250,000
LODH	9/L0/20L4 s			27O,7O0	s	40s,000
GDXJ	elLLl20t4 B				ln-Kind	777,020
GDXJ	eh6l2014 B				ln-Kind	38,463
GDXJ	9/17/20L4 B				ln-Klnd	38,461
GDXJ	e/t8/2oL4 B				ln-Kind	384,750
GDXJ	91L912074 B		S	4,s53,s3s	s	5,99r,494

This is Annexure A of 2 pages referred to in Form 604 - Notice of change of ¡nterests ofsubstant¡al holder

Page L of ² ß

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

Holder of relevant interest	Date of Acquisition/Disposal	B/S	Consideration Cash		Consideration Non-1 cash	Number of Securities
GDXJ	$9/19/2014$ B				In-Kind	384,820
MVEAU	$9/19/2014$ B			592		779.

In-Kind transactions result from the ETF receiving a basket of securities (including Evolution Minity) 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.