PERSEUS MINING LIMITED — Major Shareholding Notification 2014

Jul 9, 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/Scherne		Perseus Mining Limited
ACN/ARSN		106 808 986
1. 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
		07/07/2014
substantial holder on
The previous notice was given to the company on		27/03/2014

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	Voling power (5)	Person's votes	Voting power (5)
Ordinary shares	48.728.287	9.25%	54,109,908	110,274%

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:

to be registered holder of relevant	Person entitled Nature of relevant	Class and number of	Person's votes
as holder (8) securities interest VEAC Bank of New York Mellon as custodian IETF (GDXJ) for Market Vectors Trust - Junior Gold Miners ETF	interest $(6)$ Market Vectors Trust VEAC holds its relevant I- Junior Gold Miners linterest by having the power to exercise, control the 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 linvestment management lbusiness.	securities Ordinary shares 54,090,165	10.270%

VEAC	Bank of New York Mellon as custodian lfor Market Veclors Trust, Market Vectors Australian Emerging Resources ETF	Market Vectors Trust Same as above. Market Vectors Australian Emerging Resources ETF (MVE.AU)	Ordinary shares 13,530	0.003%
VEAC	lBank of New York Mellon as custodian lfor Market Vectors Trust, Market Vectors Australian Resources IETF.	Market Vectors Trust, Same as above. Market Vectors Australian Resources ETF (MVR.AU)	Ordinary shares 6,213	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:

Name and annlicabla)	ACN/ARSN	(if	Nature of association

6. Addresses

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

Name.	Address
VEAC	1335 Madison Avenue, New York, NY 10017
Van Eck Securities Corporation	1335 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

print name	Russell Brennan	capacity	Assistant of VP
sign here	$-4111-$	date	19/07/2014

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 $(1)$
• $(2)$ 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. $(5)$
• $(6)$ 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
  of any document setting out the terms of any relevant agreement, and a statemen $(a)$
• 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.

ME_114559003_1 (W2007)

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) wrife "unknown". $(8)$

$(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ME_114559003_1 (W2007)

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.
	(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.
				To make any annexure conform to the regulations, you must
Annexures	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
	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
	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.
				control of the con-
the control of the control

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

ME_114559003_1 (W2007)

Holder of relevant	Date of		Consideration	Consideration Non-
interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
GDXJ	3/10/2014 Buy		$\overline{\varsigma}$	In-Kind	233,238
GDXJ	3/11/2014 Buy		$\overline{\mathcal{S}}$	In-Kind	388,750
GDXJ	3/12/2014 Buy		$\overline{\xi}$ i.	In-Kind	233,202
GDXJ	3/14/2014 Buy		$\overline{\xi}$	In-Kind	777,200
GDXJ	3/18/2014 Sell		$\overline{\varsigma}$	In-Kind	310,904
GDXJ	3/19/2014 Sell		\$	In-Kind	77,724
GDXJ	3/20/2014 Buy		$\overline{\boldsymbol{\varsigma}}$ 950,914	\$	1,910,431
GDXJ	3/20/2014 Sell		इ	In-Kind	543,172
GDXJ	3/21/2014 Buy		$\overline{\mathsf{S}}$ 3,817,670	\$	7,343,085
GDXJ	3/24/2014 Sell		\$	In-Kind	240,725
GDXJ	3/26/2014 Buy		$\overline{\mathsf{s}}$	In-Kind	48,164
GDXJ	3/28/2014 Buy		\$	In-Kind	240,860
GDXJ	4/2/2014 Buy		\$	In-Kind	144,543
GDXJ	4/9/2014 Buy		\$	In-Kind	96,322
GDXJ	4/24/2014 Buy		$\overline{\varsigma}$	In-Kind	48,159
GDXJ	4/28/2014 Buy		$\overline{\mathsf{S}}$	In-Kind	48,154
GDXJ	5/28/2014 Buy		$\overline{\xi}$ 10,323	$\overline{\mathsf{S}}$ ×.	34,500
GDXJ	5/28/2014 Sell		$\overline{\xi}$	In-Kind	48,197
GDXJ	6/2/2014 Buy		$\overline{\boldsymbol{\varsigma}}$ 124,146	$\overline{\mathsf{S}}$ $\frac{1}{406}$	394,089
GDXJ	6/3/2014 Buy		$\overline{\xi}$	In-Kind	530,200
GDXJ	6/3/2014 Buy		$\overline{\xi}$ 18,245	$\overline{\varsigma}$ $\overline{a}$	59,000
GDXJ	6/4/2014 Buy		$\overline{\varsigma}$	In-Kind	192,796
GDXJ	6/6/2014 Buy		$\overline{\xi}$	In-Kind	1,108,439
GDXJ	6/10/2014 Buy		$\overline{\xi}$ 24	In-Kind	96,386
GDXJ	6/12/2014 Buy		$\overline{\xi}$	In-Kind	481,870
GDXJ	6/13/2014 Buy		$\overline{\xi}$	In-Kind	385,064
GDXJ	6/19/2014 Buy		$\overline{\xi}$	In-Kind	529,408
GDXJ	6/20/2014 Buy		$\overline{\xi}$ 173,773	$\overline{\mathsf{S}}$	408,877
GDXJ	6/20/2014 Buy		$\overline{\varsigma}$	In-Kind	96,248
GDXJ	6/23/2014 Sell		$\overline{\varsigma}$	In-Kind	146,259
GDXJ	6/24/2014 Sell		$\overline{\varsigma}$ ä,	In-Kind	48,741
GDXJ	6/25/2014 Sell		$\overline{\mathfrak{s}}$ ×	In-Kind	146,244
GDXJ	7/2/2014 Buy		$\overline{\xi}$ ×.	In-Kind	487,490
GDXJ	7/7/2014 Buy		$\overline{\mathcal{S}}$ ы.	In-Kind	438,750

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

In-Kind transactions result from the ETF receiving a basket of securities (including Persews 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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