ST BARBARA LIMITED — Major Shareholding Notification 2014

Feb 16, 2014

MinterEllison L A W Y

$E$ $R$ $S$

AURORA PLACE, 88 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY

To	Company announcements office ASX	Facsimile	1300 135 638
	Company Secretary St Barbara Limited	Facsimile	$+61386601999$
From	Henry Wong Email: henry.wong@minterellison.com	Facsimile Direct line Our Ref	+61 2 9921 8058 $+61$ 2 9921 8536 SSE:HLW:20-6818439
Date	17 February 2014		Number of pages (including this one): $6$

Subject Notice of change of interests of substantial holder

Please find attached a notice of change of interests of substantial holder in relation to shares in St Barbara Limited from Van Eck Associates Corporation.

Regards MINTER ELLISON

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If you do not receive all pages please telephone +61 2 9921 8536

ME 111521022 1 (W2003x)

IMPORTANT - The contents of this facsimile may be privileged and confidential. Any unauthorised use of the contents is expressly prohibited. If you have received the document in error, please advise us by telephone (reverse charges) immediately and then shred the document. Thank you.

15 July 2001 раде 2/2 604

Form 604 Corporations Act 2001
Section 6718

Notice of change of interests of substantial holder

To Company Name/Scheme	St Barbara Limited
ACNIARSN	009 165 066
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		12/02/2014
The previous notice was given to the company on		25/09/2013
The previous notice was dated		24/09/2013

2. Previous and present voting power

The total number of votes attached to all the voting ahares 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 votcs	Voling power (5) .	Person's votes --------	Voting power (5)
lOrdinary shares	------ 27.099.922	5.55% --------------------------------------	132 154 496 ____	6,59%
			.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevent interest of the substantial holder or an accociate 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 eecurities affected .	Person's votes affected
	Van Eck Associates Corporation (VEAC) See Annoxuro A
				.
		.		.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voling securities after the change are as follows:

Holder of	Registered	Person entitled	Nature of	Class and	Ferson's votes
relevant	holder of	to be registered	relevent	number of
interest	socurilios	as holder (8).	Intareat (6)	secutlies
IVEAC	lBank of New York Mellon as custodian lfor Market Veclore Trust - Junior Gold Minors ETF	- Junior Gold Miners ETF (GOXJ)	iMarket Vectors Trust IVEAC holds its relevant interest by having the lpower to exercise, control lihe exercise of, or linfluence the exercise of. the voting powers or disposal of the securities llo which the relevant ilnterest relates in the iordinary course of investment management business.	Ordinary shares 32.144.121	6.586%

ME_111520591_1 (W2003x)

NEAC	Bank of New York Melion as custodian lfor Merket Vectors Trust, Market Voctors Resources ETF Australian Emerging Resources ETF	Market Vectors Trust Same as above, Market Vectors Australian Emerging (MVE.AU)	Ordinary shares 10.376	10.002%

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 ere as follows:

_____ ACN/ARSN (It Name and applicable) .	__ Nature of association --------------------------------------- ---
----- ---------- ---------------------------------------	______ --------------------------------------- $\cdots$ --- --
A. ---- _________	______ _ —

6. Addresses

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

Name	________ Address
NEAC	[335 Madison Avenue, New York, NY 10017
Nan Eck Securities Corporation	335 Madison Avenue, New York, NY 10017
Van Eck Absolute Return Advisers, Inc.	1335 Madison Avenue, New York, NY 10017 ________

Signature

Russell Bronnan print name	capacity	Assistant VP
. هست sign here м . . .	date $-1.11$	۰1 د amarar

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
  trustee of an oquity trust), the names could be included in an ann $(1)$ they may be referred to throughout the form as a spacifically 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 6718(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(S)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ include details of:
• 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 statemen $(a)$ scheme or arrangement, must accompany this form, togothor with a written statement cortifying 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 $(5)$ securities to which the relevant interest relates (indicating cloany 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 bonefits, monoy 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 m $(7)$ contingency. Details must be included on any banefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not peid directly to the person from whom the relevent interest was acquired.

ME 111520581_1 (W2003x)

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", $(\theta)$

$\left( \text{s} \right)$ Give details, if appropriate, of the present association and any change in that association since the lest substantial holding notica.

ME_111520581_1 (W2003x)

004 QUIDE 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.

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$\mathcal{A}^{\mathcal{A}}$ and $\mathcal{A}^{\mathcal{A}}$

$\hat{\mathbf{z}}$

$\bar{\mathbf{r}}$

Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nß
Lodging Fee	Νn
Other forms to be completed	Nil
Additional Information	If additional space is required to complete a queation, the information may be included on a separate place of (a) paper ennexed to the form.
	This notice must be given to a listed company, or the reaponsible entity for a listed managed investment scheme, (D) A copy of this notice must also be given to each relevant securities exchange.
	The person must give a copy of this notice: (c)
	within 2 business days after they become aware of the information; or O)
	by 9.30 em on the next trading day of the relevant securities exchange after they become aware of the (ii) Information if:
	a takeover bid is mode for voting shares in the company or voting interests in the scheme; and (A)
	(B) the person becomes aware of the information during the bid period.
	To make any annexure conterm to the regulations, you must
Annexures	use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 1.
	show the corporation name and A.C.N or ARBN 2
	з number the pages consecutively
	print or type in BLOCK letters in dark blue or black ink so that the document is cloady togible when photocopied 4
	identify the snnexure with a mark such as A, B, C, ato s
	endorse the annexure with the words. 6 This is annexure (mark) of (number) pages referred to in form (form number and title)
	7 sign and date the annexure.
	The annoxure must be signed by the same person(e) who signed the form,

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

ME_111520581_1 (W2003x)

Holder of relevant	Date of		Consideration	Consideration Non-
interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
GDXJ	10/10/2013 5		\$ ÷	In-Kind	37.435
GDXJ	10/11/2013 5		\$ $\blacksquare$	In-Kind	187,175
MVEAU	10/14/2013 B		Ś $\overline{\phantom{0}}$	In-Kind	38,226
GDXJ	10/14/2013 5		\$ ÷	In-Kind	37,453
MVEAU	10/14/2013 5		\$ $\blacksquare$	In-Kind	38,226
MVEAU	10/14/2013 S		5	In-Kind	38,226
GDXJ	10/22/2013 B		3	In-Kind	37,412
GDXJ	10/23/2013 B		5 ÷	In-Kind	261,828
GDXJ	10/25/2013 B		5	In-Kind	149,660
GDXJ	10/28/2013B		3 $\blacksquare$	In-Kind	149.644
GDXJ	10/29/2013 8		\$ d,	In-Kind	37,411
GDXJ	10/31/2013 5		\$ w,	In-Kind	112,233
GDXJ	$11/1/2013$ s		3	In-Kind	149,640
GDXJ	11/7/2013 B		\$	In-Kind	37,384
GDXJ	11/11/2013 8		τ	In-Kind	37,376
GDXJ	11/15/2013 B		\$ $\Delta t$	In-Kind	37,362 224,202
GDXJ	11/18/2013 B		3	In-Kind In-Kind	19,458
MVEAU	11/18/2013 5		3 $\blacksquare$ 5	In-Kind	37,372
GDXI GDXJ	11/19/2013 8 11/21/2013 8		\$	In-Kind	149,456
GDXJ	11/22/2013 B		3	In-Kind	112,074
GDXJ	11/26/2013 5		5 м	In-Kind	37,360
GDXJ	11/27/2013B		5	In-Kind	149,452
MVEAU	12/3/2013 B		3 5	S	18
MVEAU	12/3/2013 B		\$ 5	\$	18
GDXJ	12/3/2013 5		3	In-Kind	37,370
MVEAU	12/3/2013 S		\$ 5	\$	18
GDXJ	12/6/2013 5		3	tn-Kind	37,382
MVEAU	12/9/2013 5		\$ ۰	In-Kind	6,563
GDXJ	12/9/2013 5		\$	In-Kind	186,900
gbxj	12/10/2013 B		\$ $\blacksquare$	In-Kind	74.754
GDXJ	12/11/2013 B		\$ A	In-Kind	411,147
GDXJ	12/13/2013 8		\$ m	In-Kind	37,368
GDXJ	12/18/2013 B		\$ $\hat{\phantom{a}}$	In-Kind	37,366
GDXJ	12/19/2013 B		\$	In-Kind	37,362
GDXI	12/20/2013 5		Ŝ 307.171	\$ -	1,159,135
MVEAU	12/20/2013 5		\$ 550	Ş -	2,076
MVEAU MVEAU	12/20/2013 5		s 550 5 73	Ţ ζ	2,076
GDXJ	12/28/2013 B $1/3/2014$ B		\$	In-Kind	275 143,356
GDXJ	$1/6/2014$ B		ţ	In-Kind	35,837
MVEAU	1/9/20145		τ 4	\$. m	11
GDXI	$1/13/2014$ B		3	in-Kind	358,350
GDXI	1/14/2014 8		ς	In-Kind	71,648
GDXJ	$1/15/2014$ B		τ $\blacksquare$	In-Kind	71,620
GDXJ	$1/16/2014$ B		\$ a.	In-Kind	429,684
GDXJ	1/17/2014B		3	In-Kind	35,802
GDXJ	$1/21/2014$ B		\$ a.	In-Kind	787,534

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

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Holder of relevant	Date of		Consideration	Consideration Non-
interest	Acquisition/Disposal	B/S	Cash	cash	Number of Securities
GDXJ	1/22/2014 8			In-Kind	214.728
GDXI	1/24/2014 B			In-Kind	715,680
GDXI	1/27/2014B			In-Kind	250,488
GDXJ	1/28/2014 S			In-Kind	35,786
GDXJ	1/30/2014B		¢	In-Kind	143,116
GDXJ	$2/4/2014$ B			In-Kind	35,786
GDXJ	$2/5/2014$ B			In-Kind	894,475
GDXJ	2/6/2014 B			In-Kind	71,560
GDXJ	$2/7/2014$ B			In-Kind	35,781
GDXJ	2/10/2014 B			In-Kind	751,296
GDXJ	2/11/2014B		s	In-Kind	178.840
GDXJ	$2/12/2014$ B			In-Kind	751.086

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

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.