PERSEUS MINING LIMITED — Major Shareholding Notification 2017

Jun 15, 2017

Form 604 Corporations Act 2001Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Perseus Mining Limited
ACN/ARSN106 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		13/06/2017
The previous notice was given to the company on		29/05/2017
The previous notice was dated		26/05/2017

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	114.911.341	1.12%	101.512.826	19.83%

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 ofchange	Person whoserelevant interestchanged	Nature ofchange $(6)$	Considerationgiven in relationto change $(7)$	Class andnumber ofsecuritiesaffected	Person's votesaffected
	VanCorporation (VEAC)	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	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
IVEAC-	Bank of New YorkMellon as custodianlfor VanEck VectorsUunior Gold MinersIETF	WanEck VectorsUunior Gold MinersIETF (GDXJ)	IVEAC holds its relevantlinterest by having thepower to exercise, controlthe exercise of, orinfluence the exercise of,the voting powers ordisposal of the securitiesIto which the relevantlinterest relates in theordinary course oflinvestment managementlbusiness.	Ordinary shares99,468,202	$ 9.63%$

	VEAC	Bank of New YorkMellon as custodianlfor VanEck VectorsLlunior Gold MinersIUCITS ETF	VanEck VectorsJunior Gold MinersUCITS ETFI(UCTGDXJ)	ISame as above.	Ordinary shares2.044.624	10.20%
--	-------------	-----------------------------------------------------------------------------------------------------	---------------------------------------------------------------------------------------------	-----------------	------------------------------	--------

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/ARSNNameandapplicable)	(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
NanEck Investments Limited	Level 4 Aurora Place, 88 Phillip Street, Sydney NSW 2000

Signature

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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• 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 $(a)$ 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 $(7)$ 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.
• 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. $(9)$

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	Nil
completed
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 theinformation 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)
	$\overline{7}$			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		ŧ,	Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDXJ	02/13/2017B			In-Kind	105,030
GDXJ	02/14/2017B			In-Kind	420,144
GDXJ	02/15/2017B			In-Kind	2,205,504
GDXJ	02/16/2017B			In-Kind	2,625,950
GDXJ	02/17/2017B			In-Kind	262,545
GDXJ	02/21/2017B			In-Kind	367,829
GDXJ	02/22/2017B			In-Kind	1,103,676
GDXJ	02/23/2017B			In-Kind	5,521,635
GDXJ	02/27/2017 S			In-Kind	2,839,374
GDXJ	02/28/2017S			In-Kind	105,454
GDXJ	03/01/2017B			In-Kind	1,370,642
GDXJ	03/02/2017 S			In-Kind	632,532
GDXJ	03/03/2017 S			In-Kind	316,932
GDXJ	03/06/2017 S			In-Kind	2,374,740
GDXJ	03/10/2017B			In-Kind	1,959,224
GDXJ	03/13/2017B			In-Kind	740,656
GDXJ	03/14/2017B			In-Kind	105,700
GDXJ	03/15/2017B			In-Kind	6,084,075
GDXJ	03/16/2017B			In-Kind	950,238
GDXJ	03/17/2017 S			In-Kind	475,020
GDXJ	03/17/2017 S		6,110,408.04		17,212,417
GDXJ	03/20/2017B			In-Kind	267,090
GDXJ	03/21/2017B			In-Kind	844,816
GDXJ	03/23/2017 S			In-Kind	1,112,250
GDXJ	03/28/2017 S			In-Kind	1,201,284
GDXJ	04/10/2017 S			In-Kind	222,115
GDXJ	04/12/2017 S			In-Kind	976,470
GDXJ	04/13/2017 S			In-Kind	266,070
GDXJ	04/17/2017 S			In-Kind	2,616,591
GDXJ	04/19/2017 S			In-Kind	2,435,290
GDXJ	04/25/2017 S			In-Kind	7,798,208
GDXJ	04/26/2017 S		558,145.78		1,820,524
GDXJ	04/27/2017 S		294,021.02		958,082
GDXJ	04/28/2017 S		571,668.36		1,966,548
GDXJ	05/01/2017 S			In-Kind	2,079,468
GDXJ	05/01/2017 S		103,702.93		354,062
GDXJ	05/02/2017 B		346,548.08		1,244,361
GDXJ	05/03/2017 S			In-Kind	708,208
GDXJ	05/03/2017B		192,140.47		667,615
GDXJ	05/04/2017 S			In-Kind	1,992,375
GDXJ	05/04/2017 B		370,453.59		1,320,708
GDXJ	05/05/2017 B		214,918.86		755,695
GDXJ	05/08/2017 S			In-Kind	664,065

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

Page 1 of 2

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDXJ	05/08/2017B		146,859.63		516,386
GDXJ	05/09/2017 S			In-Kind	1,460,547
GDXJ	05/10/2017 S			In-Kind	442,890
GDXJ	05/11/2017 S		28,118.37		102,544
GDXJ	05/22/2017 B		623,611.73		2,002,492
GDXJ	05/23/2017 S			In-Kind	3,931,295
GDXJ	05/24/2017 S		156,062.78		537,043
GDXJ	05/30/2017 S			In-Kind	718,830
GDXJ	06/01/2017 S			In-Kind	766,784
GDXJ	06/02/2017 S			In-Kind	47,764
GDXJ	06/05/2017 S			In-Kind	2,913,482
GDXJ	06/07/2017 S			In-Kind	2,676,184
GDXJ	06/08/2017 S			In-Kind	573,708
GDXJ	06/13/2017 S		1,829,025.04		5,693,021
UCTGDXJ	02/21/2017 B		15,917.28		48,942
UCTGDXJ	02/24/2017 S		5,546.95		15,419
UCTGDXJ	03/01/2017 B		14,577.30		48,557
UCTGDXJ	03/09/2017 B		15,562.57		48,599
UCTGDXJ	03/17/2017B		14,458.09		40,727
UCTGDXJ	03/20/2017B		9,380.60		26,039
UCTGDXJ	03/27/2017B		14,925.00		46,608
UCTGDXJ	04/10/2017 S		600.18		1,716
UCTGDXJ	06/01/2017 S		2,533.41		8,742
	In-Kind transactions result from UCTGDXJ receiving a basket of securities (including PERSEUS

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

v, MINING LTD) in exchange for securities in UCTGDXJ.