Resolute Mining Limited — Major Shareholding Notification 2017

Jan 18, 2017

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of 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 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		13/01/201721/12/201620/12/2016

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	91.136.895	$12.37%$	98.618.669	13.38%

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 ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes
VEAC	lBank of New YorkMellon as custodianfor VanEck VectorslGold Miners ETF	Miners ETF (GDX)	VanEck Vectors Gold VEAC holds its relevantlinterest by having thepower to exercise, controlthe exercise of, orlinfluence the exercise ofthe voting powers ordisposal of the securities.	Ordinary shares43,769,421	5.94%

VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsJunior Gold MinersETF	VanEck VectorsJunior Gold MinersETF (GDXJ)	Same as above.	Ordinary shares53,526,009	7.26%
VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsSmall Cap DividendPayers ETF	VanEck VectorsSmall Cap DividendPayers ETF(MVS.AU)	Same as above.	Ordinary shares208,720	0.03%
VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsGold Miners UCITSETF	VanEck Vectors Gold Same as above.Miners UCITS ETF(UCTGDX)		Ordinary shares463,837	$0.06%$
VEAC	Bank of New YorkMellon as custodianfor VanEck VectorsJunior Gold MinersUCITS ETF	VanEck VectorsJunior Gold MinersUCITS ETF(UCTGDXJ)	Same as above.	Ordinary shares650,682	0.09%

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:

(ifACN/ARSNNameandannlicable)	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 Retum Advisers. Inc.	1666 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 Presiden
sign here		date	18/1/2017

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 andtrustee of an equity trust), the names could be included in an ann $(1)$ 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.
• Include details of: $(6)$
  • 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
  • $(b)$ 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.

• 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 acontingency. Details must be included on any benefit paid on behalf of th 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 formand 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)		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
	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.
				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	09/16/2016 B		77,396,396.39		36,321,150
GDX	09/19/2016 B			In-Kind	1,277,432
GDX	09/19/2016B		43,069.09		19,873
GDX	09/20/2016 B		99,124.41		45,929
GDX	10/03/2016B			In-Kind	1,332,000
GDX	10/04/2016 S			In-Kind	67,500
GDX	10/05/2016 S			In-Kind	13,500
GDX	10/06/2016 S			In-Kind	148,500
GDX	10/07/2016B			In-Kind	585,000
GDX	10/12/2016 S			In-Kind	17,996
GDX	10/13/2016B			In-Kind	359,920
GDX	10/17/2016 S			In-Kind	22,495
GDX	10/19/2016B			In-Kind	94,500
GDX	10/21/2016 B			In-Kind	89,980
GDX	10/26/2016 S			In-Kind	35,992
GDX	11/03/2016 S			In-Kind	71,984
GDX	11/07/2016 S			In-Kind	8,996
GDX	11/09/2016 S			In-Kind	274,378
GDX	11/11/2016 S			In-Kind	22,490
GDX	11/14/2016B			In-Kind	130,442
GDX	11/15/2016 B			In-Kind	674,700
GDX	11/18/2016 S			In-Kind	161,928
GDX	11/21/2016 S			In-Kind	17,992
GDX	11/28/2016 S			In-Kind	247,445
GDX	11/29/2016 S			In-Kind	157,465
GDX	12/02/2016B			In-Kind	566,874
GDX	12/05/2016 B			In-Kind	89,980
GDX	12/13/2016 B			In-Kind	49,500
GDX	12/14/2016 B			In-Kind	360,000
GDX	12/15/2016B			In-Kind	103,500
GDX	12/16/2016 B		1,711,852.85		1,773,238
GDX	12/19/2016 S			In-Kind	14,130
GDX	12/22/2016 B			In-Kind	159,596
GDX	12/28/2016 B			In-Kind	704,100
GDX	01/03/2017 B			In-Kind	281,640
GDX	01/04/2017 S			In-Kind	23,470
GDX	01/05/2017 B			In-Kind	704,100
GDX	01/09/2017 B			In-Kind	103,268
GDX	01/10/2017 S			In-Kind	751,040
GDXJ	09/14/2016 B			In-Kind	5,477,450
GDXJ	09/16/2016B			In-Kind	129,930
GDXJ	09/16/2016B		33,921,632.37		15,925,649
GDXJ	09/20/2016 B			In-Kind	637,160

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

i,

Page 1 of 3

AT

Holder of relevant			Consideration	Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
GDXJ	09/21/2016B			In-Kind	318,550
GDXJ	10/18/2016 B			In-Kind	318,580
GDXJ	10/19/2016B			In-Kind	31,859
GDXJ	11/16/2016 S			In-Kind	286,875
GDXJ	11/18/2016 S			In-Kind	191,286
GDXJ	11/28/2016 S			In-Kind	191,292
GDXJ	12/15/2016 S			In-Kind	286,695
GDXJ	12/16/2016 S		18,305,285.46		18,961,146
GDXJ	12/19/2016 B			In-Kind	357,690
GDXJ	12/19/2016 S		313,986.72		323,891
GDXJ	12/20/2016 B			In-Kind	45,254
GDXJ	12/22/2016 B			In-Kind	407,340
GDXJ	12/28/2016 B			In-Kind	452,480
GDXJ	12/29/2016 B			In-Kind	429,818
GDXJ	12/30/2016 B			In-Kind	633,276
GDXJ	01/03/2017B			In-Kind	407,232
GDXJ	01/05/2017B			In-Kind	814,284
GDXJ	01/09/2017 B			In-Kind	1,899,912
GDXJ	01/11/2017B			In-Kind	610,605
GDXJ	01/12/2017B			In-Kind	180,280
GDXJ	01/13/2017 B			In-Kind	450,780
UCTGDX	09/16/2016 B		1,002,235.59		470,204
UCTGDX	09/19/2016 B		1,376.11		653
UCTGDX	09/20/2016B		685.80		317
UCTGDX	10/14/2016 S		30,766.63		18,381
UCTGDX	12/16/2016 B		20,091.69		20,810
UCTGDX	01/12/2017S		13,426.91		9,766
UCTGDXJ	09/14/2016 B		77,102.33		35,022
UCTGDXJ	09/16/2016B		528,695.03		248,040
UCTGDXJ	09/19/2016B		1,562.56		713
UCTGDXJ	09/21/2016B		55,079.86		25,841
UCTGDXJ	10/13/2016 B		44,860.31		25,838
UCTGDXJ	10/27/2016B		137,288.03		85,745
UCTGDXJ	10/28/2016 B		80,917.02		51,668
UCTGDXJ	11/03/2016B		98,936.45		56,984
UCTGDXJ	11/23/2016 S		110,579.00		85,449
UCTGDXJ	12/02/2016 B		4,568.00		3,804
UCTGDXJ	12/16/2016 S		240,837.09		249,647
UCTGDXJ	12/19/2016B		3,717.78		3,791
UCTGDXJ	12/21/2016 S		43,367.17		41,930
MVSAU	12/16/2016 B		200,934.47		208,165
MVSAU	12/28/2016 B		646.76		555

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

$2$ of $3$ Page

$A_{\leftarrow}$

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

Holder of relevant			Consideration Consideration
interest	Date of Acquisition	B/S	Cash	Non-Cash	Number of Securities
In-Kind transactions result from MVSAU receiving a basket of securities (including RESOLUTEMINING LTD) in exchange for securities in MVSAU.

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