REGIS RESOURCES LIMITED — Major Shareholding Notification 2016

Sep 20, 2016

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Regis Resources Limited
ACN/ARSN	009 174 761
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 thesubstantial holder onThe previous notice was given to the company onThe previous notice was dated	16/09/201619/09/201616/09/2016

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	89.912.439	$17.95%$	84,632,312	16.89%

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 Associates See Annexure ACorporation (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	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 YorkMellon as custodianlfor VanEck VectorslGold Miners ETF	Miners ETF (GDX)	NanEck Vectors Gold VEAC holds its relevantlinterest by having thelpower to exercise, controlthe exercise of, orlinfluence the exercise of.the voting powers ordisposal of the securities	Ordinary shares27,565,474	5.50%

VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsJunior Gold MinersETF	VanEck VectorsJunior Gold MinersETF (GDXJ)	Same as above.	Ordinary shares55,735,654	11.13%
VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsAustralian ResourcesETF	VanEck VectorsAustralian ResourcesETF (MVR.AU)	Same as above.	Ordinary shares26,173	0.01%
VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsSmall Cap DividendPayers ETF	VanEck VectorsSmall Cap DividendPayers ETF(MVS.AU)	Same as above.	Ordinary shares214,524	0.04%
VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsGold Miners UCITSETF	VanEck Vectors Gold Same as above.Miners UCITS ETF(UCTGDX)		Ordinary shares356,856	0.07%
VEAC	Bank of New YorkMellon as custodianror van⊨ck vectorsJunior Gold MinersUCITS ETF	VanEck Vectors®Junior Gold MinersUCITS ETF(UCTGDXJ)	Same as above.	Ordinary shares733,631	0.15%

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(ifNameandapplicable)	Nature of association
	$\sim$the property of the control of the control of--
	the company's company's company's

6. Addresses

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

Name	Address
IVEAC	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

	print name Andrew Tilzer	capacity	Assistant Vice President
sign here		date	20/09/2016

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.
• $(3)$ 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
  • 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.
• $(8)$ 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.

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 becompleted	Nil
Additional information	(a)			If additional space is required to complete a question, the information may be included on a separate piece ofpaper 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)	information if:	by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
			(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			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDX	05/18/2016 B			In-Kind	22,200
GDX	05/23/2016 B			In-Kind	22,200
GDX	05/26/2016 B			In-Kind	355,200
GDX	06/06/2016 B			In-Kind	488,400
GDX	06/07/2016B			In-Kind	35,520
GDX	06/08/2016 B			In-Kind	208,680
GDX	06/09/2016B			In-Kind	26,640
GDX	06/10/2016B			In-Kind	523,920
GDX	06/13/2016 B			In-Kind	71,040
GDX	06/14/2016B			In-Kind	546,120
GDX	06/15/2016 B			In-Kind	497,280
GDX	06/16/2016 S			In-Kind	22,200
GDX	06/17/2016 S		25,988,610.44		7,688,938
GDX	06/20/2016 B			In-Kind	239,184
GDX	06/20/2016 B		94,727.10		28,373
GDX	06/21/2016 B			In-Kind	199,320
GDX	06/23/2016 B			In-Kind	39,876
GDX	06/24/2016 B			In-Kind	265,840
GDX	06/27/2016 B			In-Kind	19,938
GDX	06/30/2016 S			In-Kind	328,977
GDX	07/06/2016 S			In-Kind	26,584
GDX	07/08/2016 B			In-Kind	332,300
GDX	07/11/2016 B			In-Kind	69,762
GDX	07/12/2016B			In-Kind	6,644
GDX	07/13/2016 S			In-Kind	332,200
GDX	07/14/2016B			In-Kind	19,932
GDX	07/19/2016B			In-Kind	9,966
GDX	07/20/2016B			In-Kind	19,932
GDX	07/21/2016B			In-Kind	9,966
GDX	07/25/2016 S			In-Kind	66,440
GDX	07/28/2016 B			In-Kind	16,610
GDX	07/29/2016B			In-Kind	39,864
GDX	08/01/2016B			In-Kind	6,644
GDX	08/03/2016 B			In-Kind	9,966
GDX	08/05/2016 S			In-Kind	26,568
GDX	08/08/2016 S			In-Kind	73,062
GDX	08/09/2016 B			In-Kind	185,976
GDX	08/16/2016B			In-Kind	209,223
GDX	08/17/2016B			In-Kind	245,754
GDX	08/18/2016B			In-Kind	302,211
GDX	08/19/2016B			In-Kind	99,630
GDX	08/22/2016 S			In-Kind	6,642
GDX	08/29/2016B		п	In-Kind	681,010

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

Page 1 of 4

$A\mathcal{T}$

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDX	08/31/2016 B			In-Kind	19,932
GDX	09/01/2016B			In-Kind	96,338
GDX	09/02/2016 B			In-Kind	704,052
GDX	09/06/2016B			In-Kind	305,624
GDX	09/08/2016 B			In-Kind	39,876
GDX	09/09/2016 B			In-Kind	89,721
GDX	09/12/2016B			In-Kind	428,667
GDX	09/14/2016 B			In-Kind	142,889
GDX	09/15/2016B			In-Kind	49,845
GDX	09/16/2016B		2,666,288.40		692,058
GDXJ	05/16/2016B			In-Kind	62,310
GDXJ	05/17/2016B			In-Kind	83,104
GDXJ	05/18/2016 B			In-Kind	62,316
GDXJ	05/19/2016 B			In-Kind	373,824
GDXJ	05/24/2016 S			In-Kind	332,336
GDXJ	05/27/2016 S			In-Kind	581,700
GDXJ	06/06/2016 B			In-Kind	415,500
GDXJ	06/07/2016 B			In-Kind	186,930
GDXJ	06/08/2016 B			In-Kind	124,596
GDXJ	06/09/2016 B			In-Kind	41,532
GDXJ	06/10/2016 B			In-Kind	436,086
GDXJ	06/13/2016 B			In-Kind	394,402
GDXJ	06/14/2016 B			In-Kind	20,759
GDXJ	06/15/2016 B			In-Kind	166,088
GDXJ	06/16/2016 B			In-Kind	186,849
GDXJ	06/17/2016 B			In-Kind	166,088
GDXJ	06/17/2016 B		34,032,253.32		10,068,714
GDXJ	06/20/2016 B			In-Kind	409,305
GDXJ	06/20/2016 B		547,798.17		162,029
GDXJ	06/22/2016 B			In-Kind	900,306
GDXJ	06/24/2016 B			In-Kind	709,332
GDXJ	06/28/2016 B			In-Kind	327,288
GDXJ	07/05/2016 B			In-Kind	599,962
GDXJ	07/06/2016 B			In-Kind	626,451
GDXJ	07/07/2016B			In-Kind	272,360
GDXJ	07/08/2016 B			In-Kind	490,266
GDXJ	07/11/2016 B			In-Kind	27,236
GDXJ	07/12/2016B			In-Kind	81,705
GDXJ	07/18/2016 B			In-Kind	190,652
GDXJ	07/19/2016B			In-Kind	435,760
GDXJ	07/21/2016 B			In-Kind	299,409
GDXJ	07/29/2016 B			In-Kind	381,066
GDXJ	08/02/2016 B			In-Kind	544,440

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

Page 2 of 4

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDXJ	08/08/2016B			In-Kind	408,360
GDXJ	08/08/2016 S		1,171,666.41		289,503
GDXJ	08/10/2016B			In-Kind	1,573,250
GDXJ	08/17/2016B			In-Kind	542,360
GDXJ	08/18/2016 B			In-Kind	379,666
GDXJ	08/19/2016 B			In-Kind	81,360
GDXJ	08/23/2016 S		1,284,838.43		328,296
GDXJ	08/24/2016 B			In-Kind	943,460
GDXJ	08/25/2016 B			In-Kind	26,961
GDXJ	08/26/2016 B			In-Kind	647,016
GDXJ	09/06/2016 B			In-Kind	970,380
GDXJ	09/07/2016 B			In-Kind	269,500
GDXJ	09/08/2016 B			In-Kind	134,765
GDXJ	09/12/2016 S			In-Kind	403,860
GDXJ	09/14/2016 B			In-Kind	6,811,519
GDXJ	09/16/2016B			In-Kind	161,574
GDXJ	09/16/2016 S		24,066,900.55		6,251,143
MVRAU	05/18/2016 B		41.63		13
MVRAU	06/17/2016B		12,153.69		3,593
MVRAU	06/28/2016 B		137.46		41
MVRAU	06/30/2016 S		642.46		188
MVRAU	07/28/2016 B			In-Kind	4,472
MVRAU	08/10/2016 B			In-Kind	8,944
MVRAU	08/10/2016 B		89.95		21
MVRAU	08/23/2016 B		191.64		49
MVRAU	08/26/2016 B		315.92		82
MVRAU	08/29/2016 S		255.07		67
MVRAU	09/01/2016 B		221.50		61
MVRAU	09/06/2016 B		235.53		61
MVRAU	09/16/2016 S		20,226.18		5,255
MVEAU	05/16/2016 S			In-Kind	21,812
MVEAU	06/17/2016 B		13,713.07		4,054
MVEAU	06/22/2016 S		378.90		120
MVEAU	06/30/2016 S		2,074.34		607
MVEAU	07/25/2016 S		48,879.68		13,626
UCTGDX	06/17/2016 S		393,127.80		116,310
UCTGDX	06/20/2016 B		1,658.31		497
UCTGDX	08/08/2016 B		13,962.02		3,445
UCTGDX	08/25/2016 S		1,873.57		496
UCTGDX	09/16/2016 B		35,622.02		9,246
UCTGDXJ	06/08/2016 B		164,031.74		50,436
UCTGDXJ	06/17/2016 B		315,742.70		93,415
UCTGDXJ	06/20/2016 B		5,552.47		1,662

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

Page 3 of 4

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
UCTGDXJ	06/22/2016 B		69,837.45		22,085
UCTGDXJ	06/28/2016 B		296,146.16		88,340
UCTGDXJ	06/29/2016 B		227,403.43		66,252
UCTGDXJ	07/20/2016 S		5,759.31		1,541
UCTGDXJ	08/08/2016 S		7,475.11		1,847
UCTGDXJ	08/23/2016 S		16,547.26		4,235
UCTGDXJ	09/08/2016B		171,916.96		43,165
UCTGDXJ	09/14/2016B		168,664.22		43,552
UCTGDXJ	09/16/2016B		309,795.20		80,410
MVSAU	05/23/2016B		613.14		197
MVSAU	06/01/2016B		239.39		80
MVSAU	06/17/2016 B		172,675.10		51,048
MVSAU	06/28/2016 B			In-Kind	11,469
MVSAU	06/28/2016 B		9,310.11		2,777
MVSAU	06/30/2016 S		10,679.27		3,125
MVSAU	08/22/2016 B		2,282.35		562
MVSAU	08/30/2016 B		1,452.00		382
MVSAU	09/02/2016 B		1,872.78		494
MVSAU	09/07/2016 B		2,230.98		548
MVSAU	09/13/2016B		1,524.22		401
MVSAU	09/16/2016 S		64,900.85		16,862
In-Kind transactions result from MVSAU receiving a basket of securities (including REGISRESOURCES LTD) in exchange for securities in MVSAU.

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