REGIS RESOURCES LIMITED — Major Shareholding Notification 2016

Jun 20, 2016

604 page 2/2	15 July 2001
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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
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
substantial holder on	16/06/2016
The previous notice was given to the company on	12/05/2016
The previous notice was dated	11/05/2016

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:

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	159.815.265	11.97%	64,808,213	12.97%

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:

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	Bank of New York Mellon as custodian lfor VanEck Vectors IGold Miners ETF	Miners ETF (GDX)	VanEck Vectors Gold VEAC holds its relevant linterest by having the power to exercise, control the exercise of, or linfluence the exercise of. the voting powers or disposal of the securities	Ordinary shares 30,487,962	6.10%

ETF	ETF (GDXJ)		33,365,916
Bank of New York Mellon as custodian for VanEck Vectors Australian Emerging Resources ETF	VanEck Vectors Australian Emerging Resources ETF (MVE.AU)	Same as above.	Ordinary shares 10,299	0.002%
Bank of New York Mellon as custodian for VanEck Vectors Australian Resources ETF	VanEck Vectors Australian Resources ETF (MVR.AU)	Same as above.	Ordinary shares 14,359	0.003%
Bank of New York Mellon as custodian for VanEck Vectors Small Cap Dividend Payers ETF	VanEck Vectors Small Cap Dividend Payers ETF (MVS.AU)	Same as above.	Ordinary shares 166,830	0.03%
Bank of New York Mellon as custodian for VanEck Vectors Gold Miners UCITS ETF	Miners UCITS ETF (UCTGDX)		Ordinary shares	$0.09\%$
Bank of New York Mellon as custodian for VanEck Vectors Junior Gold Miners UCITS ETF	VanEck Vectors® Junior Gold Miners UCITS ETF (UCTGDXJ)	Same as above.	Ordinary shares 302,373	$0.06\%$
			VanEck Vectors Gold Same as above.	460,474

J.

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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:

and Name applicable)	ACN/ARSN	(if	Nature of association
			the property of the control of the control of

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	Gold Fields House, Level 3, 1 Alfred Street, Sydney NSW 2000
VanEck Investments Limited	Gold Fields House, Level 3, 1 Alfred 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.
• 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:
• $(a)$ 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.
• $(7)$ 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.
• 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. $(9)$

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	ΝiΙ
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.

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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	02/17/2016 S			In-Kind	361,550
GDX	02/18/2016 S			In-Kind	10,330
GDX	02/19/2016 B			In-Kind	123,960
GDX	02/22/2016 S			In-Kind	5,165
GDX	02/23/2016 B			In-Kind	397,628
GDX	02/24/2016 S			In-Kind	20,656
GDX	02/25/2016 B			In-Kind	247,872
GDX	02/26/2016 S			In-Kind	103,300
GDX	03/01/2016 S			In-Kind	449,529
GDX	03/02/2016 S			In-Kind	77,505
GDX	03/04/2016 S			In-Kind	516,700
GDX	03/08/2016 B			In-Kind	10,332
GDX	03/09/2016 S			In-Kind	284,185
GDX	03/10/2016 S			In-Kind	382,358
GDX	03/11/2016 S			In-Kind	769,883
GDX	03/14/2016 S			In-Kind	263,517
GDX	03/17/2016B			In-Kind	1,964,600
GDX	03/18/2016 S			In-Kind	289,632
GDX	03/18/2016 S		11,080,821.11		4,676,855
GDX	03/24/2016 S			In-Kind	222,100
GDX	03/28/2016 S			In-Kind	266,520
GDX	03/29/2016 B			In-Kind	177,680
GDX	04/05/2016 S			In-Kind	573,147
GDX	04/06/2016 S			In-Kind	8,884
GDX	04/07/2016 S			In-Kind	151,028
GDX	04/08/2016 S			In-Kind	133,260
GDX	04/11/2016 S			In-Kind	533,040
GDX	04/14/2016 S			In-Kind	266,460
GDX	04/15/2016 S			In-Kind	53,292
GDX	04/19/2016B		171,217.12		67,097
GDX	04/26/2016 B			In-Kind	333,075
GDX	04/27/2016 S			In-Kind	888,200
GDX	04/29/2016 B			In-Kind	546,243
GDX	05/03/2016 B			In-Kind	195,404
GDX	05/04/2016 B			In-Kind	17,760
GDX	05/05/2016 B			In-Kind	377,400
GDX	05/06/2016 B			In-Kind	235,320
GDX	05/09/2016 B			In-Kind	541,680
GDX	05/11/2016 B			In-Kind	444,000
GDX	05/12/2016 B			In-Kind	22,200
GDX	05/18/2016 B			In-Kind	22,200
GDX	05/23/2016 B		ø.	In-Kind	22,200
GDX	05/26/2016 B			In-Kind	355,200

This is Annexure A of 2 pages referred to in Form 603 - Notice of initial substantial holder.

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Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDX	06/06/2016 B			In-Kind	488,400
GDX	06/07/2016 B			In-Kind	35,520
GDX	06/08/2016 B			In-Kind	208,680
GDX	06/09/2016 B			In-Kind	26,640
GDX	06/10/2016 B			In-Kind	523,920
GDX	06/13/2016 B			In-Kind	71,040
GDX	06/14/2016 B			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
GDXJ	02/17/2016 S			In-Kind	194,050
GDXJ	03/02/2016 S			In-Kind	330,225
GDXJ	03/04/2016 S			In-Kind	77,724
GDXJ	03/04/2016 S		373,941.30		138,563
GDXJ	03/09/2016 S		234,569.35		89,593
GDXJ	03/14/2016 S			In-Kind	326,893
GDXJ	03/17/2016 S			In-Kind	96,130
GDXJ	03/18/2016 B			In-Kind	115,392
GDXJ	03/18/2016 B		2,819,804.67		1,189,791
GDXJ	03/21/2016 B		757,291.20		308,090
GDXJ	03/29/2016 B			In-Kind	102,420
GDXJ	03/31/2016 S			In-Kind	81,932
GDXJ	03/31/2016 B		437,869.52		178,357
GDXJ	04/01/2016B		1,646,416.36		681,523
GDXJ	04/05/2016 B			In-Kind	168,848
GDXJ GDXJ	04/07/2016B 04/11/2016 B			In-Kind In-Kind	253,272
GDXJ	04/12/2016B			In-Kind	211,080 168,856
GDXJ	04/14/2016 B			In-Kind	401,090
GDXJ	04/19/2016B			In-Kind	84,448
GDXJ	04/20/2016 B			In-Kind	422,220
GDXJ	04/26/2016 B			In-Kind	42,244
GDXJ	04/27/2016 B			In-Kind	211,210
GDXJ	04/28/2016 B			In-Kind	232,298
GDXJ	04/29/2016 B			In-Kind	971,520
GDXJ	05/02/2016 B			In-Kind	232,298
GDXJ	05/03/2016B			In-Kind	908,074
GDXJ	05/06/2016B			In-Kind	126,690
GDXJ	05/06/2016 S		1,113,411.97		364,115
GDXJ	05/09/2016 B			In-Kind	415,220
GDXJ	05/11/2016 B			In-Kind	83,048
GDXJ	05/16/2016B			In-Kind	62,310
GDXJ	05/17/2016B			In-Kind	83,104

$\chi$ $\overline{\Delta}$ This is Annexure A of 2 pages referred to in Form 603 - Notice of initial substantial holder.

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Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDXJ	05/18/2016B			In-Kind	62,316
GDXJ	05/19/2016B			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	06/07/2016B			In-Kind	186,930
GDXJ	06/08/2016B			In-Kind	124,596
GDXJ	06/09/2016B			In-Kind	41,532
GDXJ	06/10/2016 B			In-Kind	436,086
GDXJ	06/13/2016B			In-Kind	394,402
GDXJ	06/14/2016B			In-Kind	20,759
GDXJ	06/15/2016 B			In-Kind	166,088
GDXJ	06/16/2016B			In-Kind	186,849
GDXJ	06/17/2016 B			In-Kind	166,088
GDXJ	06/17/2016B		34,032,253.32		10,068,714
MVRAU	02/22/2016B		226.34		88
MVRAU	02/23/2016 B		150.92		58
MVRAU	03/01/2016B		223.62		84
MVRAU	03/09/2016 B			In-Kind	6,449
MVRAU	03/09/2016B		138.97		53
MVRAU	03/18/2016 S		26,781.69		11,309
MVRAU	03/21/2016 S		61.21		25
MVRAU	05/18/2016 B		41.63		13
MVRAU	06/17/2016B		12,153.69		3,593
MVEAU	02/18/2016 B		255.98		98
MVEAU	02/24/2016 B		192.54		74
MVEAU	03/01/2016 B		181.02		68
MVEAU	03/08/2016 B		311.89		115
MVEAU	03/18/2016 S		2,057.95		869
MVEAU	05/11/2016 S		650.45		206
MVEAU	05/16/2016 S			In-Kind	21,812
MVEAU	06/17/2016B		13,713.07		4,054
UCTGDX	03/18/2016S		182,059.11		76,872
UCTGDX	04/11/2016 S		41,854.16		17,236
UCTGDX	04/22/2016 B		11,840.53		4,465
UCTGDX	04/26/2016 B		36,905.76		13,821
UCTGDX	04/28/2016 S		12,706.42		4,607
UCTGDX	06/17/2016 S		393,127.80		116,310
UCTGDXJ	03/04/2016 S		1,921.05		712
UCTGDXJ	03/09/2016 B		78,972.26		30,121
UCTGDXJ	03/18/2016B		23,206.68		9,785
UCTGDXJ	03/21/2016 B		7,801.81		3,235
UCTGDXJ	04/01/2016B		16,610.40		6,859

This is Annexure A of 2 pages referred to in Form 603 - Notice of initial substantial holder.

Page 3 of 4

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Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
UCTGDXJ	04/28/2016 S		47,176.75		17,105
UCTGDXJ	05/03/2016 B		105,789.08		34,212
UCTGDXJ	05/04/2016 B		51,011.56		17,106
UCTGDXJ	05/06/2016 S		13,992.76		4,576
UCTGDXJ	06/08/2016B		164,031.74		50,436
UCTGDXJ	06/17/2016 B		315,742.70		93,415
MVSAU	02/18/2016 S		239.93		92
MVSAU	02/25/2016B			In-Kind	8,822
MVSAU	02/29/2016B		1,417.51		549
MVSAU	03/08/2016B		1,073.99		396
MVSAU	03/16/2016 S		870.29		382
MVSAU	03/18/2016 S		12,328.72		5,206
MVSAU	04/05/2016B		1,220.14		508
MVSAU	04/21/2016B		8,859.82		3,405
MVSAU	05/11/2016S		846.23		268
MVSAU	05/23/2016 B		613.14		197
MVSAU	06/01/2016 B		239.39		80
MVSAU	06/17/2016B		172,675.10		51,048

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This is Annexure A of 1 page referred to in Form 603 - Notice of initial substantial holder.

RESOURCES LTD) in exchange for securities in MVSAU.

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