Resolute Mining Limited — Major Shareholding Notification 2014

Dec 23, 2014

Form 605 Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	Resolute Mining Limited
ACN/ARSN	097 088 689
Details of substantial holder (1)1.
Name	Van Eck Associates Corporation (and its associates referred to in paragraph 4).
ACN/ARSN (if applicable)	N/A
The holder ceased to be asubstantial holder on	19/12/2014
The previous notice was given to the company on	20/08/2014
The previous notice was dated	19/08/2014

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 $(4)$	Considerationgiven in relationto change (5)	Class (6) andnumber ofsecuritiesaffected	Person's votesaffected
	Eck Associates See Annexure AVanCorporation (VEAC)

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

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

4. 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

print name	Russell Brennan	capacity	Assistant of VP
	sign here Keysse ( Holen	date	23/12/2014

ME_118325072_1 (W2003x)

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 4 of the form.
• $(2)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(4)$ 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, moneys and other, that any person from whom a relevant interest was acquired has, or $(5)$ 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 of 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.
• $(6)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(7)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

GUIDE

This guide does not form part of the prescribed formand is included by ASIC to assist you in completing and lodging form 605.

Signature
					This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nil
$-2255$
$-1000$
Lodging Fee	Nil
		SOUTH
		BOILEYProduction
Other forms to be	Nil
completed
Additional information	(a)			paper annexed to the form.	If additional space is required to complete a question, the information may be included on a separate piece of
	(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 ACN or ARBN
	з			number the pages consecutively
	45				print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopiedidentify 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	Date of		Consideration		Consideration Non-
interest	Acquisition/Disposal	B/S		Cash	cash	Number of Securities
MVEAU	$8/25/2014$ B		$	75	$۰	42
MVRAU	$9/8/2014$ S		$	45	$$\overline{a}$	27
MVEAU	$9/19/2014$ S		$	397	$Ė.	234
MVRAU	$9/19/2014$ S		$	382	$÷	225
MVRAU	$9/26/2014$ B		$	58	$$\overline{\phantom{a}}$	36
MVEAU	$9/30/2014$ B		$	181	$U.	116
MVEAU	10/14/2014 S		$	11	$÷.
MVEAU	$11/21/2014$ S		$	225	$ä,	147
MVRAU	$11/21/2014$ S		$	15	$۳	10
MVEAU	11/27/2014 S		$	44	$÷.	29
MVRAU	11/27/2014 S		$	9	$۳	6
MVEAU	12/10/2014 B		$	82	$$\overline{\phantom{a}}$	51
MVRAU	12/12/2014 S		$	124	$÷.	78
GDXJ	$12/19/2014$ B		$	50,633,509	$¥.	29,014,675
MVEAU	12/19/2014 S		$	1,738	$۳	994
MVRAU	12/19/2014B		$	291	$۰	166

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

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