PERSEUS MINING LIMITED — Major Shareholding Notification 2015

Jun 23, 2015

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) 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	19/06/2015
The previous notice was given to the company on	07/04/2015
The previous notice was dated	02/04/2015

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)
lOrdinarv shares	42.456.245	18.06%	36.042.691	6.84%

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 Corporation (VEAC)

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	lBank of New York lMellon as custodian. lfor Market Vectors Trust, Market Vectors Australian Emerging Resources ETF	Market Vectors Australian Emerging IResources ETF (MVE.AU)	Market Vectors Trust IVEAC holds its relevant linterest by having the power to exercise, control the 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.interest relates in the ordinary course of investment management lbusiness.	Ordinary shares 51,675	$ 0.010\%$

VEAC	Bank of New York lMellon as custodian lfor Market Vectors Australian Resources IETF	Market Vectors Trust, Same as above. Market Vectors Australian Resources ETF (MVR.AU)	Ordinary shares 19,790	10.004%
NEAC	Bank of New York lMellon as custodian lfor Market Vectors Trust - Junior Gold Miners ETF	Market Vectors Trust Same as above. l- Junior Gold Miners (ETF (GDXJ	Ordinary shares 35,834,147	6.80%
VEAC	Bank of New York Mellon as custodian lfor Market Vectors Trust – Junior Gold Miners UCITS ETF	Market Vectors Trust Same as above. - Junior Gold Miners IUCITS ETF ((UCTGDXJ)	Ordinary shares 137,079	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:

ACN/ARSN (if Name and 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 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

Brennan Russell print name	capacity	Assistant VP
sign here	date	23/06/2015

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 $(1)$ 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
  of any document setting out the terms of any relevant agreement, and a statemen $(a)$ 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 $(7)$ 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	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.
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
	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.

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 (PRU AU)

Holder of relevant	Date of		Consideration			Consideration Non-
interest	Acquisition/Disposal	B/S		Cash		cash	Number of Securities
GDXJ	$2/20/2015$ S		$\zeta$	225,028	\$		662,896
MVRAU	$2/24/2015$ B		\$	10	$\overline{\varsigma}$	Ξ.	30
MVEAU	$3/2/2015$ B		$\overline{\boldsymbol{\zeta}}$	19	$\overline{\xi}$	÷.	52
MVRAU	3/2/2015 B		\$	22	$\overline{\varsigma}$	ä,	59
MVRAU	3/6/2015 B		\$			In-Kind	6,253
GDXJ	$3/9/2015$ S		$\overline{\boldsymbol{\varsigma}}$			In-Kind	111,160
MVEAU	3/9/2015 B		\$	11	$\overline{\mathsf{S}}$		35 2
GDXJ	$3/10/2015$ S		\$			In-Kind	222,288
MVRAU	$3/11/2015$ B		\$	4	\$	÷.	15
GDXJ	3/20/2015 B		\$	541,922	\$	¥,	1,868,697
MVEAU	3/20/2015 B		$\overline{\boldsymbol{\varsigma}}$	623	$\overline{\xi}$	Ħ.	2,305
MVRAU	$3/20/2015$ B		\$	411	$\overline{\varsigma}$	×,	1,520
GDXJ	3/23/2015 B		\$	39,213	\$	÷	130,793
UCTGDXJ	$3/25/2015$ B		\$	7,308	$\overline{\boldsymbol{\varsigma}}$	œ.	23,557
UCTGDXJ	3/26/2015 B		\$	20	$\overline{\xi}$	×,	64
GDXJ	$3/30/2015$ S		$\overline{\xi}$			In-Kind	87,795
GDXJ	3/31/2015 B		$\overline{\xi}$	373,739	\$	÷	1,341,568
UCTGDXJ	$3/31/2015$ B		\$	227	$\overline{\xi}$	jщ.	810
GDXJ	$4/1/2015$ S		\$			In-Kind	664,664
GDXJ	$4/17/2015$ S		\$	21,664	$\overline{\xi}$		79,643
GDXJ	$4/17/2015$ S		\$			In-Kind	211,813
UCTGDXJ	$4/17/2015$ S		$\overline{\xi}$	44	\$	Ğ.	166
GDXJ	4/20/2015 S		\$			In-Kind	631,113
UCTGDXJ	4/21/2015B		\$	33,399	$\overline{\varsigma}$		121,455
GDXJ	4/22/2015 S		\$			In-Kind	30,041
GDXJ	4/24/2015 S		\$			In-Kind	691,541
GDXJ	4/27/2015 S		$\overline{\mathsf{S}}$			In-Kind	120,236
GDXJ	4/29/2015 S		\$			In-Kind	360,744
MVEAU	4/29/2015B		\$			In-Kind	15,757
GDXJ	4/30/2015 S		\$			In-Kind	360,828
MVEAU	$5/8/2015$ B		$\overline{\boldsymbol{\zeta}}$			In-Kind	15,761
GDXJ	5/13/2015 S		$\overline{\varsigma}$			In-Kind	150,295
GDXJ	$5/14/2015$ S		\$			In-Kind	270,495
GDXJ	$5/15/2015$ S		\$			In-Kind	150,265
MVRAU	$5/22/2015$ S		\$	29	\$	$\bullet$	62
GDXJ	$5/26/2015$ S		\$	2,859	$\overline{\xi}$	÷	6,500
GDXJ	$5/27/2015$ S		\$	12,917	$\overline{\xi}$		30,292
GDXJ	$5/27/2015$ S		$\overline{\xi}$			In-Kind	150,535
GDXJ	$5/28/2015$ S		\$	57,907	$\zeta$	$\overline{\phantom{a}}$	130,543
UCTGDXJ	$5/28/2015$ S		\$	441	\$	$\overline{\phantom{a}}$	1,026
MVEAU	$5/28/2015$ S		\$	169	\$		367
GDXJ	$5/29/2015$ S		\$	4,310	$\overline{\xi}$	$\equiv$	10,000
GDXJ	$6/1/2015$ S		\$	852	\$	$\overline{\phantom{a}}$	2,000
MVEAU	6/1/2015 B		\$	195	$\overline{\xi}$	$\overline{\phantom{a}}$	442
MVRAU	$6/1/2015$ B		\$	94	\$	$\bullet$	214
GDXJ	$6/2/2015$ S		\$	4,127	\$	$\hat{\phantom{a}}$	9,500
GDXJ	$6/3/2015$ S		$\overline{\xi}$	5,459	$\overline{\xi}$	٠	13,000
GDXJ	$6/4/2015$ S		\$	8,561	$\zeta$	$\blacksquare$	22,000
GDXJ	$6/5/2015$ S		\$	84,581	$\overline{\mathsf{S}}$	$\overline{\phantom{a}}$	227,833

$RB$

ĩ.

Holder of relevant	Date of		Consideration	Consideration Non-
interest	Acquisition/Disposal	B/S	Cash		cash	Number of Securities
UCTGDXJ	$6/5/2015$ S		\$ 524	$\varsigma$	۰.	1,398
MVEAU	$6/5/2015$ B		\$ 581	\$	$\blacksquare$	1,399
GDXJ	$6/8/2015$ S		\$ 4,566	\$	$\blacksquare$	12,000
GDXJ	$6/9/2015$ B		\$		In-Kind	29,541
GDXJ	$6/9/2015$ S		\$ 24,472	\$	۰	61,500
GDXJ	$6/10/2015$ S		\$ 4,565	\$	$\overline{a}$	11,500
GDXJ	$6/11/2015$ S		\$ 10,814	\$	۰	27,000
GDXJ	$6/12/2015$ S		\$ 20,240	\$	٠	52,000
GDXJ	$6/12/2015$ S		\$		In-Kind	177,252
GDXJ	$6/15/2015$ S		\$		In-Kind	118,176
GDXJ	$6/17/2015$ S		\$		In-Kind	29,522
MVRAU	$6/17/2015$ B		\$		In-Kind	7,121
GDXJ	$6/18/2015$ S		\$		In-Kind	29,521
GDXJ	$6/19/2015$ S		\$ 726,119	\$	$\overline{\phantom{a}}$	1,756,031
UCTGDXJ	$6/19/2015$ S		\$ 2,547	\$	÷	6,217
MVEAU	$6/19/2015$ B		\$ 1,687	\$	$\overline{\phantom{a}}$	3,789
MVRAU	$6/19/2015$ S		\$ 629	\$	$\blacksquare$	1,414

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.