ST BARBARA LIMITED — Major Shareholding Notification 2014

Nov 26, 2014

Date: November 25, 2014

Australia Securities Exchange Ltd Exchange Centre 20 Bridge Street Sydney NSW 2000 Australia

Subject: Revised Form 603 - St Barbara Limited ACN 009 165 066

As a result of enquiries made, please find attached a revised Form 603 (Revised Form) for Van Eck Associates Corporation (Van Eck). This replaces the Form 603 previously lodged on 13 January 2012 showing Van Eck's holding of 5.01% in St Barbara Limited (Previous Form).

The Revised Form:

• $(a)$ includes details of a number of transactions that were inadvertently missing by mistake from Annexure A of the Previous Form;
• $(b)$ removes details of a number of transactions that were inadvertently added in by mistake from Annexure A of the Previous Form; and
• $(c)$ amends the buy/sell nature of a number of transactions there were inadvertently represented by mistake as a buy or sell in Annexure A of the Previous Form.

Yours sincerely,

Russell Brennan Assistant Treasurer and Assistant Vice President Van Eck Associates Corporation

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	St Barbara Limited
ACN/ARSN	009 165 066
1. Details of substantial holder (1) Name	Van Eck Associates Corporation (and its associates as referred to in paragraph 6).
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	10/1/2012

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	'16,306,261		5.01%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Associates Corporation Eck lVan (VEAC)	VEAC holds its relevant interest by having the power to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which 16,306,261 the relevant interest relates in the ordinary course of investment management lbusiness.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of		Class and number
interest	securities		of securities
NEAC	Bank of New York Mellon as custodian for Market Vectors Trust - Junior Gold Miners ETF	Market Vectors Trust - Junior Gold Miners ETF (GDXJ)	Ordinary shares 16.306.261

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Date of acquisition		Class and number of securities
See Annexure A	Cash	Non-cash
			Consideration (9)

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
VEAC	Associate under section 12(2) of the Corporations Act.

Van Eck Securities Corporation	Associate under section 12(2) of the Corporations Act.
Van Eck Absolute Return Advisers, Inc.	Associate under section 12(2) of the Corporations Act.

7. 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

Signature

Russell Brennan print name	capacity	Assistant VP
sign here	date	25/11/2014

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 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ 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. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a $(5)$ relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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.

• $(8)$ 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."
• $(9)$ 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 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.

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.

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 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:
		(1)		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
	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	Date of		Consideration	Consideration Non-
interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
GDXJ	8/22/2011	B	Ξ	In-Kind	102,303.00
GDXJ	8/23/2011	S	$\overline{\mathbb{R}}$	In-Kind	56,835.00
GDXJ	8/24/2011	S	ù,	In-Kind	45,468.00
GDXJ	8/25/2011	$\sf S$		In-Kind	227,320.00
GDXJ	8/26/2011	S	66,153	S	33,858.00
GDXJ	8/26/2011	S		In-Kind	102,303.00
GDXJ	8/29/2011	S	ä,	In-Kind	68,196.00
GDXJ	8/30/2011	B		In-Kind	45,464.00
GDXJ	8/31/2011	B	$\omega$	In-Kind	22,728.00
GDXJ	9/1/2011	B	÷,	In-Kind	79,548.00
GDXJ	9/2/2011	B	۰	In-Kind	204,552.00
GDXJ	9/6/2011	B	۰	In-Kind	193,222.00
GDXJ	9/7/2011	S	$\bar{\phantom{a}}$	In-Kind	11,363.00
GDXJ	9/8/2011	В	÷	In-Kind	124,982.00
GDXJ	9/9/2011	В		In-Kind	147,732.00
GDXJ	9/12/2011	B	4,412	s	1,874.00
GDXJ	9/12/2011	B		In-Kind	90,912.00
GDXJ	9/13/2011	B		In-Kind	34,095.00
GDXJ	9/14/2011	Š	64,138	s	27,664.00
GDXJ	9/15/2011	S	53,497	\$	23,844.00
GDXJ	9/15/2011	S		In-Kind	34,101.00
GDXJ	9/16/2011	S	394,815	S	179,587.00
GDXJ	9/20/2011	B		In-Kind	246,422.00
GDXJ GDXJ	9/21/2011	B	$\blacksquare$	In-Kind	89,608.00
GDXJ	9/23/2011	S	۰	In-Kind	112,000.00
GDXJ	9/27/2011	B	$\blacksquare$	In-Kind	22,398.00
	9/29/2011	S S	$\overline{\phantom{a}}$	In-Kind	11,202.00
GDXJ	9/30/2011		$\qquad \qquad \blacksquare$	In-Kind	44,808.00
GDXJ	10/3/2011	B	$\overline{\phantom{a}}$	In-Kind	44,796.00
GDXJ	10/4/2011	B	×	In-Kind	22,402.00
GDXJ	10/6/2011	B	÷,	In-Kind	44,800.00
GDXJ	10/7/2011	B		In-Kind	56,005.00
GDXJ	10/11/2011	B		In-Kind	100,809.00
GDXJ	10/11/2011	S	22,031	$\mathsf{S}$	9,755.00
GDXJ	10/13/2011	S		In-Kind	22,406.00
GDXJ	10/14/2011	B S	$\overline{\phantom{a}}$	In-Kind	11,201.00
GDXJ	10/18/2011		ù.	In-Kind	179,216.00
GDXJ GDXJ	10/19/2011	S	$\tilde{\phantom{a}}$ W)	In-Kind	56,000.00
	10/20/2011	S		In-Kind	56,005.00
GDXJ	10/21/2011	S	×,	In-Kind	89,600.00
GDXJ	10/24/2011	S	¥.	In-Kind	44,800.00
GDXJ	10/25/2011	В	÷,	In-Kind	167,985.00
GDXJ	10/26/2011	В	¥,	In-Kind	302,346.00
GDXJ	10/27/2011	В	÷	In-Kind	112,000.00
GDXJ	10/28/2011	S	×.	In-Kind	89,600.00
GDXJ	10/31/2011	B		In-Kind	201,600.00
GDXJ GDXJ	11/1/2011 11/2/2011	В S	÷ ٠	In-Kind In-Kind	78,400.00 11,200.00
GDXJ	11/3/2011	B	$\blacksquare$	In-Kind	123,200.00

This is Annexure A of 3 pages referred to in Form 604 -Notice of change of interests of substantial holder

Holder of relevant	Date of		Consideration	Consideration Non-
interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
GDXJ	11/4/2011	B	z.	In-Kind	11,199.00
GDXJ	11/4/2011	S	17,186	\$	7,381.00
GDXJ	11/7/2011	B	¥,	In-Kind	313,572.00
GDXJ	11/8/2011	S	$\overline{a}$	In-Kind	11,199.00
GDXJ	11/9/2011	S	×.	In-Kind	33,564.00
GDXJ	11/10/2011	B	-	In-Kind	11,188.00
GDXJ	11/11/2011	B	ä,	In-Kind	100,692.00
GDXJ	11/14/2011	B	$\overline{\phantom{a}}$	In-Kind	44,748.00
GDXJ	11/16/2011	S	$\overline{\phantom{a}}$	In-Kind	11,187.00
GDXJ	11/17/2011	$\overline{B}$	$\overline{\phantom{a}}$	In-Kind	44,748.00
GDXJ	11/18/2011	$\sf S$	$\omega$	In-Kind	78,309.00
GDXJ	11/21/2011	S	ċ.	In-Kind	33,561.00
GDXJ	11/22/2011	S	$\blacksquare$	In-Kind	33,558.00
GDXJ	11/23/2011	S		In-Kind	55,930.00
GDXJ	11/29/2011	S	30,914	\$	13,935.00
GDXJ	11/29/2011	S		In-Kind	11,185.00
GDXJ	12/1/2011	$\sf B$	$\ddot{\phantom{0}}$	In-Kind	44,740.00
GDXJ	12/2/2011	S	ä,	In-Kind	22,370.00
GDXJ	12/5/2011	$\overline{\mathsf{S}}$	$\blacksquare$	In-Kind	11,184.00
GDXJ	12/6/2011	B	ä,	In-Kind	335,520.00
GDXJ	12/7/2011	B	$\overline{\phantom{a}}$	In-Kind	78,288.00
GDXJ	12/8/2011	S	$\omega$	In-Kind	44,736.00
GDXJ	12/9/2011	S	$\blacksquare$	In-Kind	11,184.00
GDXJ	12/12/2011	S S	ä,	In-Kind	55,920.00
GDXJ	12/13/2011			In-Kind	33,549.00
GDXJ	12/14/2011	S S	105,480	\$	49,691.00
GDXJ	12/14/2011	S		In-Kind \$	201,294.00
GDXJ GDXJ	12/15/2011 12/15/2011	S	123,900	in-Kind	62,528.00 257,209.00
GDXJ	12/16/2011	$\sf S$	1,408,613	\$	692,474.00
GDXJ	12/16/2011	$\overline{\mathsf{S}}$		In-Kind	33,555.00
GDXJ	12/19/2011	B		In-Kind	31,923.00
GDXJ	12/19/2011	S	138,280	\$	68,525.00
GDXJ	12/19/2011	S	138,461	\$	68,525.00
GDXJ	12/20/2011	B		In-Kind	10,631.00
GDXJ	12/20/2011	S	138,461	\$	68,525.00
GDXJ	12/21/2011	B		In-Kind	116,941.00
GDXJ	12/21/2011	S	206,046	\$	97,920.00
GDXJ	12/22/2011	$\sf S$	1,790,419	\$	930,063.00
GDXJ	12/23/2011	B		In-Kind	42,540.00
GDXJ	12/28/2011	${\sf S}$	¥,	In-Kind	9,970.00
GDXJ	12/30/2011	B	$\blacksquare$	In-Kind	99,740.00
GDXJ	1/3/2012	В	ú,	In-Kind	69,811.00
GDXJ	1/4/2012	B		In-Kind	39,864.00
GDXJ	1/5/2012	B	ä,	In-Kind	89,703.00
GDXJ	1/9/2012	B		In-Kind	169,439.00
GDXJ	1/9/2012	S	28,254.61	\$	13,860.00
GDXJ	1/10/2012	B	÷	In-Kind	299,010.00

This is Annexure A of 3 pages referred to in Form 604 -Notice of change of interests of substantial holder

This is Annexure A of 3 pages referred to in Form 604 -Notice of change of interests of substantial holder

Holder of relevant	Date of		Consideration	Consideration Non-1
interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
	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 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.				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

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