PERSEUS MINING LIMITED — Major Shareholding Notification 2014

Dec 23, 2014

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Perseus Mining Limited
ACN/ARSN	106 808 986
Details of substantial holder (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 The previous notice was given to the company on The previous notice was dated		19/12/2014 07/08/2014 06/08/2014

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	59,424,587	11.283%	36.845.264	$7.00\%$

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
VEAC	lBank of New York Mellon as custodian lfor Market Vectors Trust - Junior Gold Miners ETF	Junior Gold Miners ETF (GDXJ)	Market Vectors Trust 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 business.	Ordinary shares 36,826,783	6.993%

IVEAC	lBank of New York lMellon as custodian lfor Market Vectors lTrust. Market Vectors Australian Emerging lResources ETF	Market Vectors Trust Same as above. Market Vectors Australian Emerging Resources ETF (MVE.AU)	Ordinary shares 12.350	0.002%
IVEAC	lBank of New York lMellon as custodian lfor Market Vectors Australian Resources ETF	Market Vectors Trust, Same as above. Market Vectors Australian Resources ETF (MVR.AU)	Ordinary shares 6.131	0.001%

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 Name and	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 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

date	23/12/2014

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 $(1)$ 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 is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• 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, become entitled to receive in relation to that acquisition. Details m $(7)$
• $(8)$ 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".
• 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	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.
	$\langle c \rangle$	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				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	Date of		Consideration		Consideration Non-
interest	Acquisition/Disposal	B/S		Cash	cash	Number of Securities
GDXJ	8/22/2014 B		\$		In-Kind	342,272
MVEAU	8/25/2014B		\$	19	$\overline{\mathsf{S}}$ ÷	45
GDXJ	$9/4/2014$ S		\$		In-Kind	293,430
MVRAU	$9/8/2014$ S		\$	12	$\zeta$ $\blacksquare$	30
GDXJ	$9/8/2014$ B		\$		In-Kind	489,240
GDXJ	$9/11/2014$ B		\$		In-Kind	978,640
GDXJ	$9/16/2014$ B		$\overline{\varsigma}$		In-Kind	48,820
GDXJ	$9/17/2014$ B		\$		In-Kind	48,818
GDXJ	$9/18/2014$ B		\$		In-Kind	488,360
MVEAU	$9/19/2014$ S		$\overline{\varsigma}$	460	\$ a)	1,297
MVRAU	$9/19/2014$ S		\$	253	$\overline{\xi}$	713
GDXJ	$9/19/2014$ B		\$		In-Kind	488,440
GDXJ	$9/19/2014$ S		\$	1,082,498	$\zeta$ ۰	3,491,929
GDXJ	$9/22/2014$ S		\$	31,294	$\overline{\boldsymbol{\zeta}}$	100,500
GDXJ	$9/23/2014$ B		$\overline{\boldsymbol{\zeta}}$		In-Kind	1,237,734
GDXJ	$9/25/2014$ B		$\overline{\xi}$		In-Kind	916,780
MVRAU	$9/26/2014$ B		\$	13	\$ $\overline{\phantom{a}}$	37
GDXJ	$9/26/2014$ B		$\overline{\boldsymbol{\varsigma}}$		In-Kind	779,195
GDXJ	$9/29/2014$ B		\$		In-Kind	320,817
MVEAU	$9/30/2014$ B		\$	40	$\overline{\mathsf{S}}$	119
GDXJ	$10/1/2014$ B		\$		In-Kind	366,552
GDXJ GDXJ	$10/7/2014$ B 10/9/2014 S		\$ $\overline{\varsigma}$		In-Kind	274,938
MVEAU	$10/14/2014$ S		$\overline{\xi}$	$\overline{\mathbf{3}}$	In-Kind $\overline{\xi}$	274,758 8
GDXJ	$10/15/2014$ B		\$		In-Kind
GDXJ	10/27/2014 S		\$		In-Kind	320,607
GDXJ	10/29/2014 S		\$		In-Kind	229,010 229,025
GDXJ	10/31/2014 S		\$		In-Kind
GDXJ	11/3/2014 S		\$		In-Kind	503,954
GDXJ	11/4/2014 S		\$		In-Kind	229,080 320,677
GDXJ	$11/5/2014$ S		\$		In-Kind
GDXJ	$11/6/2014$ S		$\overline{\boldsymbol{\varsigma}}$		In-Kind	1,420,265
GDXJ	$11/7/2014$ S		\$			137,469
GDXJ	11/10/2014 S		$\overline{\varsigma}$		In-Kind In-Kind	458,230 733,040
GDXJ	$11/11/2014$ B		\$		In-Kind	91,638
GDXJ	11/14/2014 5		\$		In-Kind	458,200
GDXJ	11/19/2014B		\$		In-Kind	412,146
MVEAU	11/21/2014 S		\$	46	\$ a.	150
MVRAU	11/21/2014 S		\$	3 1	\$ $\blacksquare$	10
GDXJ	11/25/2014B		$\overline{\xi}$		In-Kind	1,740,210
GDXJ	11/26/2014B		\$		In-Kind	183,172
MVEAU	11/27/2014 S		\$	9	$\overline{\mathsf{S}}$	29
MVRAU	11/27/2014 S		$\overline{\boldsymbol{\zeta}}$	$\overline{2}$	$\overline{\varsigma}$ ÷,
GDXJ	12/5/2014 S		$\overline{\xi}$		In-Kind	274,800
GDXJ	12/8/2014 S		$\overline{\varsigma}$		In-Kind	457,990
GDXJ	12/9/2014 S		\$		In-Kind	91,594
MVEAU	12/10/2014B		\$	12	$\overline{\mathsf{S}}$	52
GDXJ	12/10/2014 S		\$	$\overline{\phantom{a}}$	In-Kind	641,158
GDXJ	12/11/2014 S		\$		In-Kind	550,728

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

$R!B$

Holder of relevant	Date of			Consideration		Consideration Non-
interest	Acquisition/Disposal	B/S		Cash		cash	Number of Securities
MVRAU	12/12/2014 S			17		۰	79
GDXJ	12/12/2014 S					In-Kind	413,046
GDXJ	12/16/2014 S					In-Kind	785,077
GDXJ	12/17/2014 S					In-Kind	555,864
GDXJ	12/18/2014 S		S			In-Kind	370,112
MVEAU	12/19/2014B			22		$\sim$	88
MVRAU	12/19/2014 B			180		÷	720
GDXJ	$12/19/2014$ B					In-Kind	554,748
GDXJ	12/19/2014 S			4,061,147	Ş	٠	21,351,982

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

In-Kind transactions result from the ETF receiving a basket of securities 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.