Aphrodite Gold : Becoming a substantial holder from HHL

603_4

Holder of relevant interest	Dateof acquisition	Consideration (9)		Classandnumber of securities
Cash	Non-cash
SEE ANNEXURE 'C'

Holder of relevant interest	Registered holder of securities	Personentitled to be registeredasholder (8)	Classandnumber of securities
SEE ANNEXURE 'B'

Holder of relevant interest	Nature of relevant interest (7)	Classandnumber of securities
SEE ANNEXURE 'B'

Classof securities(4)	Number of securities	Person's votes(5)	Votingpower (6)
SEE ANNEXURE 'B'	86,000,000	86,000,000	14.99%

Form603 CorporationsAct 2001 Section 671B Notice of initial substantial holder
To CompanyName/Scheme ACN/ARSN 1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	APHRODITE GOLD LIMITED
	138 879 928
	SEE ANNEXURE 'A' ATTACHED TO THIS FORM
Theholder became a substantial holder on 27 / 06/ 2016 Details of voting power Details of relevant interests Details of present registered holders Consideration Thetotal number of votesattachedtoall thevotingsharesin thecompanyor votinginterests in thescheme that thesubstanti al holder or anassociate(2)hada relevant interest (3)inonthedate thesubstantial holder becameasubstantial holder areasfollows: Thenature of therelevant interest thesubstantial holder or anassociate hadin the followingvotingsecuritieson thedate t hesubstantial holder became a substantial holder areasfollows: Thepersonsregisteredasholders of thesecuritiesreferred to in paragraph3 aboveare as follows: Theconsiderationpaid for eachrelevant interest referred to in paragraph3 above, andacquired in the four monthsprior to th e daythat thesubstantial holder became a substantial holder isasfollows:

1. Associates

   Thereasonsthepersonsnamed in paragraph3 aboveare associatesof thesubstantial holder are as follows:

   Name andACN/ARSN (if applicable)	Nature of association
   SEE ANNEXURE 'B'

2. Addresses

Theaddressesof personsnamedin this formareasfollows:

Name	Address
SEE ANNEXURE 'D'

Signature

print name

Christina Seppelt

capacity

Company Secretary

sign here date

29 /

06 /

2016

DIRECTIONS

1. If thereareanumber of substantial holders withsimilaror relatedrelevant interests (eg. acorporationandits relatedc orporations, or the manager andtrusteeof an equity trust), thenamescouldbeincludedinanannexure to theform. If therelevant interestsof agroupof personsareess entiallysimilar, theymaybereferredto throughout theformasaspecificallynamedgroupif themembershipof eachgroup, with thenames andaddressesof members is clearlyset out inparagraph7of the form.

2. See thedefinitionof "associate" in section9 of theCorporationsAct 2001.

3. See thedefinitionof "relevant interest" in sections608and671B(7)of theCorporationsAct 2001.

4. Thevotingsharesof acompanyconstituteoneclassunlessdividedintoseparateclasses.

5. Thetotal number of votesattachedtoall thevotingsharesin thecompanyor votinginterests in thescheme(if any)that t hepersonor anassociatehasa relevant interest in.

6. Theperson'svotesdividedbythetotal votesin thebodycorporateor schememultipliedby100.

7. Includedetailsof:

8. anyrelevant agreement orother circumstancesbywhichtherelevant interest wasacquired. If subsection671B(4)applies, a copyof anydocument settingout the termsof anyrelevant agreement, anda statement by thepersongiving full andaccurate details of anycontract, scheme or arrangement, must accompany this form, together witha writtenstatement certifyingthiscontract, schemeor arrangement; and

9. anyqualificationof thepower of apersontoexercise, control theexerciseof, or influencetheexerciseof, thevotingpo wersor disposal of thesecuritiesto whichtherelevant interest relates(indicatingclearly theparticular securitiestowhichthequalificationapplies).

   See thedefinitionof "relevant agreement" in section9 of theCorporationsAct 2001.

10. If thesubstantial holder isunable todeterminetheidentityof theperson(eg. if therelevant interest arisesbecauseof anoption)write "unknown".

11. Detailsof theconsiderationmust includeanyandall benefits,moneyandother, that anypersonfromwhoma relevant intere st wasacquiredhas, ormay, become entitledto receivein relationto that acquisition. Detailsmust beincludedevenif thebenefit isconditional onthehappen ingor not of acontingency. Detailsmust be includedof anybenefit paidonbehalf of thesubstantial holder or itsassociate inrelationto theacquisitions, evenif they arenot paiddirectly to thepersonfromwhom therelevant interest wasacquired.

HUNTER HALL INVESTMENT MANAGEMENT LTD (A.C.N. 063 081 612) ANNEXURES TO FORM 603

APHRODITE GOLD LIMITED

ANNEXURE A:

Hunter Hall Investment Management Limited (A.C.N. 063 081 612)

Hunter Hall International Limited (A.C.N. 059 300 426)

Hunter Hall Global Value Limited (A.C.N. 107 462 966)

Hampshire Assets & Services Pty Ltd (A.C.N. 059 790 395) Aubigny Investments Pty Limited (A.C.N. 156 613 026), Zeppelin Investments Pty Ltd (A.C.N. 122 550 369) and Peter James Hall

ANNEXURE B:

Holder of Relevant Interest	Person registered and entitled to be Registered as Holder	Nature of relevant Interest	Class and Number of Shares
Hunter Hall Investment Management Ltd	JP Morgan Chase Bank, N.A. as the Custodian of the Hunter Hall Value Growth Trust, Hunter Hall High Conviction Equities Trust, and Hunter Hall Global Value Limited	Hunter Hall Investment Management Limited has the power to control the vote attached to the securities, and the power to exercise control over the disposal of securities as: Responsible Entity for the Hunter Hall Value Growth Trust (51,061,160 ORD), Hunter Hall Australian Value Trust (3,091,878 ORD), Hunter Hall High Conviction Equities Trust (2,847,634 ORD) and Investment Manager for Hunter Hall Global Value Limited (28,999,328 ORD)	86,000,000 ORD
Hunter Hall International Limited	As above	Hunter Hall International Ltd has a relevant interest in the said securities, as it wholly owns Hunter Hall Investment Management Limited.	As above
Hampshire Assets & Services Pty Ltd, Aubigny Investments Pty Limited, Zeppelin Investments Pty Ltd and Peter James Hall (Hampshire Associates)	As above	The Hampshire Associates has a relevant interest in the said securities as they hold approximately 44.14% of issued securities in Hunter Hall International Ltd. Hampshire Assets & Services Pty Limited, Aubigny Investments Pty Limited and Zeppelin Investments Pty Ltd are controlled by Peter James Hall.	As above
Hunter Hall Global Value Limited	As above	Hunter Hall Global Value Limited is managed pursuant to an investment management agreement by Hunter Hall Investment Management Ltd. (28,999,328 ORD)	28,999,328 ORD

ANNEXURE C:

Person whose relevant interest changed: Hunter Hall Investment Management Limited Hunter Hall International Limited

Hunter Hall Global Value Limited

Hampshire Assets and Services Pty Ltd, Aubigny Investments Pty Limited, Zeppelin Investments Pty Ltd and Peter James Hall

Peter James Hall

Date of Change	Nature of Change	No. of Shares Affected	Consideration Given in Relation to Change AUD	Cumulativ e
Opening Balance:	0
27-Jun-16	Purchased via Placement	28,999,328	550,987.23	28,999,328
27-Jun-16	Purchased via Placement	2,847,634	54,105.05	31,846,962
27-Jun-16	Purchased via Placement	3,091,878	58,745.68	34,938,840
27-Jun-16	Purchased via Placement	51,061,160	970,162.04	86,000,000
Balance held as at 27th June 2016				86,000,000
% held as at 27th June 2016 based on shares on issue 573,617,700				14.99 %

ANNEXURE D:

NAME	ADDRESS
Hunter Hall International Limited	Level 2, 56 Pitt Street SYDNEY NSW 2000
Hunter Hall Investment Management Limited	Level 2, 56 Pitt Street SYDNEY NSW 2000
Hunter Hall Global Value Limited	Level 2, 56 Pitt Street SYDNEY NSW 2000
Hampshire Associates	Level 2, 56 Pitt Street SYDNEY NSW 2000

These 2 pages comprise the Annexures A to D referred to in the Form, Notice of Initial Substantial Holder.

Christina Seppelt Company Secretary Dated 29/06/2016