PERSEUS MINING LIMITED — Major Shareholding Notification 2020

Apr 21, 2020

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
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 thesubstantial holder onThe previous notice was given to the company onThe previous notice was dated		17/04/202006/04/202003/04/2020

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)
Ordinary shares	127,069,577	10.88%	113,911,966	9.75%

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
	Van Eck AssociatesCorporation (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	State Street Bank &Trust Co. as custodianfor VanEck VectorsGold Miners ETF	VanEck Vectors GoldMiners ETF (GDX)	VEAC holds its relevantinterest by having thepower to exercise, controlthe exercise of, orinfluence the exercise of,the voting powers ordisposal of the securitiesto which the relevantinterest relates in theordinary course ofinvestment managementbusiness.	Ordinary shares58,435,102	5.00%

VEAC	State Street Bank &Trust Co. as custodianfor VanEck VectorsJunior Gold MinersETF	VanEck VectorsJunior Gold MinersETF (GDXJ)	Same as above.	Ordinary shares51,778,560	4.43%
VEAC	Bank of New YorkMellon as custodian forVanEck Vectors GoldMining UCITS ETF	VanEck Vectors GoldMining UCITS ETF(UCTGDIG)	Same as above.	Ordinary shares11,085	0.00%
VEAC	Bank of New YorkMellon as custodian forVanEck Vectors GoldMiners UCITS ETF	VanEck Vectors GoldMiners UCITS ETF(UCTGDX)	Same as above.	Ordinary shares1,593,785	0.14%
VEAC	Bank of New YorkMellon as custodian forVanEck Vectors JuniorGold Miners UCITS ETF	VanEck Vectors JuniorGold Miners UCITSETF (UCTGDXJ)	Same as above.	Ordinary shares2,093,434	0.18%

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:

NameandACN/ARSN(ifapplicable)	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
VanEck Investments Limited	Level 4 Aurora Place, 88 Phillip Street, Sydney NSW 2000

Signature

DIRECTIONS

• (1) 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 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.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) 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 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

• (b) 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 particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) 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 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.
• (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'".
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDX	04/02/2020 S		-	In-Kind	307,544
GDX	04/03/2020 S		-	In-Kind	731,456
GDX	04/06/2020 S		-	In-Kind	748,080
GDX	04/07/2020 S		-	In-Kind	922,410
GDX	04/08/2020 S		-	In-Kind	232,708
GDX	04/09/2020 S		-	In-Kind	307,507
GDX	04/15/2020 S		-	In-Kind	24,921
GDX	04/16/2020 S		-	In-Kind	16,614
GDX	04/17/2020 S		-	In-Kind	224,289
GDX	04/17/2020 S		7,278,292.14	-	7,244,255
GDXJ	04/02/2020 S		-	In-Kind	327,096
GDXJ	04/03/2020 S		-	In-Kind	467,180
GDXJ	04/06/2020 S		-	In-Kind	537,303
GDXJ	04/08/2020 S		-	In-Kind	140,154
GDXJ	04/16/2020 S		-	In-Kind	326,760
GDXJ	04/17/2020 S		-	In-Kind	466,780
UCTGDX	04/16/2020 B		35,878.53	-	35,168
UCTGDX	04/17/2020 S		207,876.14	-	206,904
UCTGDXJ	04/06/2020 B		36,049.24	-	39,182
In-Kind transactions result from UCTGDXJ receiving a basket of securities (including PERSEUSMINING LTD) in exchange for securities in UCTGDXJ.

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