UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number 811-08518

                             Gabelli Gold Fund, Inc.
               (Exact name of registrant as specified in charter)

                              One Corporate Center
                            Rye, New York 10580-1422
               (Address of principal executive offices) (Zip code)

                                 Bruce N. Alpert
                               Gabelli Funds, LLC
                              One Corporate Center
                            Rye, New York 10580-1422
                     (Name and address of agent for service)

       Registrant's telephone number, including area code: 1-800-422-3554

                      Date of fiscal year end: December 31

             Date of reporting period: July 1, 2012 - June 30, 2013

Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.



                               PROXY VOTING RECORD
                    FOR PERIOD JULY 1, 2012 TO JUNE 30, 2013

INVESTMENT COMPANY REPORT

ALLIED GOLD MINING PLC, LONDON

SECURITY        G0259M110      MEETING TYPE Ordinary General Meeting
TICKER SYMBOL                  MEETING DATE 14-Aug-2012
ISIN            AU000000ALD4   AGENDA       703981945 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        That, for the purpose of giving effect to the         Management    For         For
         scheme of arrangement dated 18 July 2012 between
         the Company and the holders of Scheme Shares (as
         defined in the said scheme of arrangement), a print
         of which has been produced to this meeting and for
         the purposes of identification signed by the
         Chairman hereof, in its original form or subject to
         such modification, addition or condition as may be
         agreed between the Company and St Barbara Limited
         and approved or imposed by the Court (the Scheme):
         (A) the directors of the Company be authorised to
         take all such action as they may consider necessary
         or appropriate for carrying the Scheme into full
         effect; (B) the share capital of the Company be
         reduced by cancelling and extinguishing all of the
         ordinary shares of 10p each in the capital of the
         Company to be cancelled and CONTD
CONT     CONTD extinguished in accordance with the Scheme;     Non-Voting
         (C) subject to and-forthwith upon the reduction of
         share capital referred to in paragraph ( B )-above
         taking effect and notwithstanding anything to the
         contrary in the-articles of association of the
         Company: (i) the reserve arising in the books-of
         account of the Company as a result of the reduction
         of share capital-referred to in paragraph (B)
         above be capitalised and applied in paying up
         in-full at par such number of new ordinary shares
         of 10p each in the capital of-the Company (the New
         Allied Gold Shares) as shall be equal to the
         aggregate-number of ordinary shares of 10p each
         cancelled pursuant to paragraph (B)-above, such New
         Allied Gold Shares to be allotted and issued
         credited as-fully paid (free from any liens,
         charges, equitable interests, encumbrances,-rights
         of CONTD
CONT     CONTD pre-emption and any other third party rights    Non-Voting
         of any nature whatsoever-and together with all
         rights attaching thereto) to St Barbara and/ or
         its-nominee(s) in accordance with the Scheme; and
         (ii) the directors of the-Company be and they are
         hereby generally and unconditionally authorised for
         the purposes of section 551 of the Companies Act
         2006 to allot the New Allied G-old Shares referred
         to in paragraph (C)(i), provided that: (i) the
         maximum aggregate nominal amount of the shares
         that may be allotted under this authority shall be
         the aggregate nominal amount of the New Allied Gold
         Shares created pursuant to paragraph (C) (i)
         above; (ii) this authority shall expire (unless
         previously revoked, varied or renewed) on the fifth
         anniversary of the date on which this resolution is
         passed; and (iii) this authority shall CONTD
CONT     CONTD be in addition, and without prejudice, to       Non-Voting
         any other authority under the-said section 551
         previously granted and in force on the date on
         which this-resolution is passed; (D) with effect
         from the passing of this resolution, the articles
         of association of the Company be and are hereby
         amended by the-adoption and inclusion of the
         specified new article 155 after article 154
         PLEASE NOTE THAT THIS IS A REVISION                   Non-Voting
         DUE TO MODIFICATION IN TEXT OF
         RESOLUTION-1. IF YOU HAVE ALREADY
         SENT IN YOUR VOTES, PLEASE DO NOT
         RETURN THIS PROXY FOR-M UNLESS YOU
         DECIDE TO AMEND YOUR ORIGINAL
         INSTRUCTIONS. THANK YOU.


ALLIED GOLD MINING PLC, LONDON

SECURITY        G0259M110      MEETING TYPE Court Meeting
TICKER SYMBOL                  MEETING DATE 14-Aug-2012
ISIN            AU000000ALD4   AGENDA       703986844 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        Approving (with or without modification) a            Management    For         For
         scheme of arrangement (the Scheme of
         Arrangement) proposed to be made between the
         Company and the holders of Scheme Shares


EXTORRE GOLD MINES LIMITED

SECURITY        30227B109      MEETING TYPE Special
TICKER SYMBOL   XG             MEETING DATE 15-Aug-2012
ISIN            CA30227B1094   AGENDA       933670526 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO PASS A SPECIAL RESOLUTION                          Management    For         For
         APPROVING AN ARRANGEMENT UNDER
         SECTION 192 OF THE CANADA BUSINESS
         CORPORATIONS ACT INVOLVING THE
         CORPORATION, ITS SHAREHOLDERS AND
         YAMANA GOLD INC. ("YAMANA") PURSUANT
         TO WHICH, AMONG OTHER THINGS,
         YAMANA WILL ACQUIRE ALL OF THE
         OUTSTANDING COMMON SHARES OF THE
         CORPORATION (THE "COMMON SHARES")
         FOR $3.50 IN CASH AND A 0.0467 OF A
         COMMON SHARE OF YAMANA IN EXCHANGE
         FOR EACH COMMON SHARE, ALL AS MORE
         PARTICULARLY DESCRIBED IN THE
         ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR OF THE
         CORPORATION.


EXTORRE GOLD MINES LIMITED

SECURITY        30227B109      MEETING TYPE Special
TICKER SYMBOL   XG             MEETING DATE 15-Aug-2012
ISIN            CA30227B1094   AGENDA       933670944 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO PASS A SPECIAL RESOLUTION                          Management    For         For
         APPROVING AN ARRANGEMENT UNDER
         SECTION 192 OF THE CANADA BUSINESS
         CORPORATIONS ACT INVOLVING THE
         CORPORATION, ITS SHAREHOLDERS AND
         YAMANA GOLD INC. ("YAMANA") PURSUANT
         TO WHICH, AMONG OTHER THINGS,
         YAMANA WILL ACQUIRE ALL OF THE
         OUTSTANDING COMMON SHARES OF THE
         CORPORATION (THE "COMMON SHARES")
         FOR $3.50 IN CASH AND A 0.0467 OF A
         COMMON SHARE OF YAMANA IN EXCHANGE
         FOR EACH COMMON SHARE, ALL AS MORE
         PARTICULARLY DESCRIBED IN THE
         ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR OF THE
         CORPORATION.


WITWATERSRAND CONSOLIDATED GOLD RESOURCES       LI

SECURITY        S98297104      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 12-Sep-2012
ISIN            ZAE000079703   AGENDA       703962274 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1.O.1    Receive and adopt the annual financial                Management    For         For
         statements
2.O.2    Ratify the re-appointment and remuneration of         Management    For         For
         auditors
3.O.3    Re-appointment of director - Mr AR Fleming            Management    For         For
4.O.4    Re-appointment of director - Professor TM             Management    For         For
         Mokoena
5.O.5    Appointment of director - Mr P Kotze                  Management    For         For
6.O.6    Appointment of non-executive director - Mr KV         Management    For         For
         Dicks
7.O.7    Appointment of Mrs GM Wilson as chairperson           Management    For         For
         and member of the audit committee
8.O.8    Appointment of Mr KV Dicks as member of the           Management    For         For
         audit committee
9.O.9    Appointment of Dr HM Mathe as member of the           Management    For         For
         audit committee
10O10    General authority for board of directors to issue     Management    For         For
         unissued shares
11O11    General authority for board of directors to issue     Management    For         For
         shares for cash
12       Endorsement of the remuneration policy                Management    For         For
13O13    Adoption of the 2012 share option scheme              Management    For         For
14S.1    Conversion of the Company's shares into shares        Management    For         For
         of no par value
15S.2    Increase of the Company's authorised share            Management    For         For
         capital
16S.3    Substitution of the Company's memorandum of           Management    For         For
         incorporation
17S.4    Pre-approval of remuneration of non-executive         Management    For         For
         directors
18S.5    General authority to acquire (repurchase) shares      Management    For         For


MAG SILVER CORP.

SECURITY        55903Q104      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   MVG            MEETING DATE 05-Oct-2012
ISIN            CA55903Q1046   AGENDA       933687571 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO SET THE NUMBER OF DIRECTORS AT                     Management    For         For
         NINE (9).
02       DIRECTOR                                              Management
         1   DANIEL T. MACINNIS                                              For         For
         2   JONATHAN A. RUBENSTEIN                                          For         For
         3   ERIC H. CARLSON                                                 For         For
         4   RICHARD M. COLTERJOHN                                           For         For
         5   DEREK C. WHITE                                                  For         For
         6   PETER K. MEGAW                                                  For         For
         7   FRANK R. HALLAM                                                 For         For
         8   RICHARD P. CLARK                                                For         For
         9   PETER D. BARNES                                                 For         For
03       TO APPOINT DELOITTE & TOUCHE LLP AS                   Management    For         For
         AUDITORS OF THE COMPANY FOR THE
         ENSUING YEAR AND TO AUTHORIZE THE
         DIRECTORS TO FIX THEIR REMUNERATION.
04       TO RATIFY, CONFIRM AND APPROVE THE                    Management    For         For
         COMPANY'S ADVANCE NOTICE POLICY.


HUMMINGBIRD RESOURCES PLC, BIRMINGHAM

SECURITY        G4706Q104      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 24-Oct-2012
ISIN            GB00B60BWY28   AGENDA       704070731 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        To receive the Company's annual report for the        Management    For         For
         year ended 31 May 2012 (ordinary resolution)
2        To appoint as a director Thomas Rowland Hill,         Management    For         For
         who has been appointed since the last AGM
         (ordinary resolution)
3        To reappoint Ian David Cockerill as a director of     Management    For         For
         the Company (ordinary resolution)
4        To reappoint Matthew Charles Idiens as a              Management    For         For
         director of the Company (ordinary resolution)
5        To reappoint Baker Tilly UK Audit LLP as              Management    For         For
         auditors to the Company (ordinary resolution)
6        To authorise the directors to agree and fix the       Management    For         For
         auditors' remuneration (ordinary resolution)
7        To grant to the directors of the Company for the      Management    For         For
         purposes of section 551 of the Companies Act
         2006 authority to exercise the powers of the
         Company to allot shares and securities of the
         Company up to a maximum nominal amount of
         GBP 356,670 (ordinary resolution)
8        To disapply statutory pre-emption rights on           Management    Against     Against
         allotments of equity securities for cash under
         section 561 of the Companies Act 2006 including
         in relation to the allotment of equity securities
         up to an aggregate nominal value not exceeding
         GBP 107,001 (special resolution)
9        To authorise market purchases of Ordinary             Management    For         For
         Shares of 1p each in the capital of the Company
         for the purpose of section 701 of the Companies
         Act 2006 subject to certain restrictions (special
         resolution)


KIRKLAND LAKE GOLD INC.

SECURITY        49740P106      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   KGILF          MEETING DATE 24-Oct-2012
ISIN            CA49740P1062   AGENDA       933694603 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       SET THE NUMBER OF DIRECTORS AT EIGHT.                 Management    For         For
02       DIRECTOR                                              Management
         1   BAYLEY, BRIAN E.                                                For         For
         2   DOBSON, D. HARRY W.                                             For         For
         3   GABRIEL, TREVOR M.                                              For         For
         4   HINCHCLIFFE, BRIAN A.                                           For         For
         5   KLESSIG, PAMELA J.                                              For         For
         6   TESSIER, MARK S.                                                For         For
         7   THOMSON, JOHN S.                                                For         For
         8   WHITTAKER, DAWN P.                                              For         For
03       APPOINTMENT OF KPMG LLP, CHARTERED                    Management    For         For
         ACCOUNTANTS, AS AUDITOR OF THE
         CORPORATION FOR THE ENSUING YEAR
         AND AUTHORIZING THE DIRECTORS TO
         APPROVE THE AUDITOR'S REMUNERATION.
04       APPROVING ALL UNALLOCATED OPTIONS                     Management    For         For
         UNDER THE COMPANY'S STOCK OPTION
         PLAN (THE "PLAN") AND AUTHORIZING THE
         COMPANY TO CONTINUE GRANTING
         OPTIONS UNDER THE PLAN UNTIL OCTOBER
         24, 2015, THE DAY THAT IS THREE YEARS
         FROM THE DATE OF THE MEETING.


NEWCREST MINING LTD, MELBOURNE VIC

SECURITY        Q6651B114      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 25-Oct-2012
ISIN            AU000000NCM7   AGENDA       704062912 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
CMMT     VOTING EXCLUSIONS APPLY TO THIS                       Non-Voting
         MEETING FOR PROPOSAL 3 AND VOTES
         CAST BY ANY-INDIVIDUAL OR RELATED
         PARTY WHO BENEFIT FROM THE PASSING
         OF THE PROPOSAL/S-WILL BE
         DISREGARDED BY THE COMPANY. HENCE,
         IF YOU HAVE OBTAINED BENEFIT OR-
         EXPECT TO OBTAIN FUTURE BENEFIT YOU
         SHOULD NOT VOTE (OR VOTE "ABSTAIN")
         ON-THE RELEVANT PROPOSAL ITEMS. BY
         DOING SO, YOU ACKNOWLEDGE THAT YOU
         HAVE-OBTAINED BENEFIT OR EXPECT TO
         OBTAIN BENEFIT BY THE PASSING OF THE
         RELEVANT-PROPOSAL/S. BY VOTING (FOR
         OR AGAINST) ON PROPOSAL (3), YOU
         ACKNOWLEDGE THAT-YOU HAVE NOT
         OBTAINED BENEFIT NEITHER EXPECT TO
         OBTAIN BENEFIT BY THE PASSING-OF THE
         RELEVANT PROPOSAL/S AND YOU COMPLY
         WITH THE VOTING EXCLUSION.
2.a      Election of Mr Gerard Michael Bond as a Director      Management    For         For
2.b      Re-election of Mr Vince Gauci as a Director           Management    For         For
3        Adoption of Remuneration Report (advisory only)       Management    For         For


INTERNATIONAL MINERALS CORP

SECURITY        459875100      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 09-Nov-2012
ISIN            CA4598751002   AGENDA       704085352 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        To receive the audited consolidated financial         Management    No Action
         statements of the Corporation for the fiscal year
         ended June 30, 2012 (with comparative
         statements relating to the preceding fiscal year
         ended June 30, 2011), together with the report of
         the auditors thereon
2        To determine the number of Directors at seven         Management    No Action
3.1      To elect Stephen J. Kay as a Director                 Management    No Action
3.2      To elect Rod C. McKeen as a Director                  Management    No Action
3.3      To elect Jorge Paz Durini as a Director               Management    No Action
3.4      To elect Gabriel Bianchi as a Director                Management    No Action
3.5      To elect W. Michael Smith as a Director               Management    No Action
3.6      To elect Roberto Baquerizo as a Director              Management    No Action
3.7      To elect John W.W. Hick as a Director                 Management    No Action
4        To re-appoint Davidson & Company LLP as the           Management    No Action
         Corporation's auditors and to authorize the Audit
         Committee to fix their remuneration
5        To transact such further or other business as         Management    No Action
         may properly come before the meeting or any
         adjournment or adjournments thereof


ROYAL GOLD, INC.

SECURITY        780287108      MEETING TYPE Annual
TICKER SYMBOL   RGLD           MEETING DATE 14-Nov-2012
ISIN            US7802871084   AGENDA       933692394 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1A.      ELECTION OF DIRECTOR: STANLEY DEMPSEY                 Management    For         For
1B.      ELECTION OF DIRECTOR: TONY JENSEN                     Management    For         For
1C.      ELECTION OF DIRECTOR: GORDON J. BOGDEN                Management    For         For
2.       PROPOSAL TO RATIFY THE APPOINTMENT                    Management    For         For
         OF ERNST & YOUNG LLP AS INDEPENDENT
         REGISTERED PUBLIC ACCOUNTANTS OF
         THE COMPANY FOR THE FISCAL YEAR
         ENDING JUNE 30, 2013.
3.       PROPOSAL TO APPROVE THE ADVISORY                      Management    Abstain     Against
         RESOLUTION RELATING TO EXECUTIVE
         COMPENSATION.


MEDUSA MINING LTD

SECURITY        Q59444101      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 15-Nov-2012
ISIN            AU000000MML0   AGENDA       704083726 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        Re-election of Director - Dr Robert Weinberg          Management    For         For
2        Disapplication of pre-emptive rights                  Management    Against     Against
3        Adoption of the remuneration report                   Management    For         For
CMMT     VOTING EXCLUSIONS APPLY TO THIS                       Non-Voting
         MEETING FOR PROPOSAL 3 AND VOTES
         CAST BY ANY I-NDIVIDUAL OR RELATED
         PARTY WHO BENEFIT FROM THE PASSING
         OF THE PROPOSAL/S WILL-BE
         DISREGARDED BY THE COMPANY. HENCE,
         IF YOU HAVE OBTAINED BENEFIT OR
         EXPECT-TO OBTAIN FUTURE BENEFIT YOU
         SHOULD NOT VOTE (OR VOTE "ABSTAIN")
         ON THE RELEVA-NT PROPOSAL ITEMS. BY
         DOING SO, YOU ACKNOWLEDGE THAT YOU
         HAVE OBTAINED BENEFIT-OR EXPECT TO
         OBTAIN BENEFIT BY THE PASSING OF THE
         RELEVANT PROPOSAL/S. BY VOT-ING (FOR
         OR AGAINST) ON PROPOSAL (3), YOU
         ACKNOWLEDGE THAT YOU HAVE NOT
         OBTAIN-ED BENEFIT NEITHER EXPECT TO
         OBTAIN BENEFIT BY THE PASSING OF THE
         RELEVANT PRO-POSAL/S AND YOU COMPLY
         WITH THE VOTING EXCLUSION.
CMMT     PLEASE NOTE THAT THIS IS A REVISION                   Non-Voting
         DUE TO RECEIPT OF COMMENT. IF YOU
         HAVE ALR-EADY SENT IN YOUR VOTES,
         PLEASE DO NOT RETURN THIS PROXY
         FORM UNLESS YOU DECID-E TO AMEND
         YOUR ORIGINAL INSTRUCTIONS. THANK
         YOU.


SARACEN MINERAL HOLDINGS LIMITED

SECURITY        Q8309T109      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 20-Nov-2012
ISIN            AU000000SAR9   AGENDA       704110749 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
CMMT     VOTING EXCLUSIONS APPLY TO THIS                       Non-Voting
         MEETING FOR PROPOSALS 1, 3 AND 4 AND
         VOTES-CAST BY ANY INDIVIDUAL OR
         RELATED PARTY WHO BENEFIT FROM THE
         PASSING OF THE-PROPOSALS WILL BE
         DISREGARDED BY THE COMPANY. HENCE,
         IF YOU HAVE OBTAINED-BENEFIT OR
         EXPECT TO OBTAIN FUTURE BENEFIT YOU
         SHOULD NOT VOTE (OR VOTE-"ABSTAIN")
         ON THE RELEVANT PROPOSAL ITEMS. BY
         DOING SO, YOU ACKNOWLEDGE THAT-YOU
         HAVE OBTAINED BENEFIT OR EXPECT TO
         OBTAIN BENEFIT BY THE PASSING OF THE-
         RELEVANT PROPOSALS. BY VOTING (FOR
         OR AGAINST) ON PROPOSALS (1, 3 AND 4),
         YOU-ACKNOWLEDGE THAT YOU HAVE NOT
         OBTAINED BENEFIT NEITHER EXPECT TO
         OBTAIN-BENEFIT BY THE PASSING OF THE
         RELEVANT PROPOSAL AND YOU COMPLY
         WITH THE-VOTING EXCLUSION.
1        Adoption of Remuneration Report                       Management    For         For
2        Election of Director - Martin Reed                    Management    For         For
3        Re-adoption of Incentive Option Scheme                Management    For         For
4        Amendment to Terms of Existing Employee               Management    For         For
         Options


ST BARBARA LTD

SECURITY        Q8744Q108      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 22-Nov-2012
ISIN            AU000000SBM8   AGENDA       704117515 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
CMMT     VOTING EXCLUSIONS APPLY TO THIS                       Non-Voting
         MEETING FOR PROPOSALS 2, 5 AND 6 AND
         VOTES-CAST BY ANY INDIVIDUAL OR
         RELATED PARTY WHO BENEFIT FROM THE
         PASSING OF THE-PROPOSAL/S WILL BE
         DISREGARDED BY THE COMPANY. HENCE,
         IF YOU HAVE OBTAINED-BENEFIT OR
         EXPECT TO OBTAIN FUTURE BENEFIT YOU
         SHOULD NOT VOTE (OR VOTE-"ABSTAIN")
         ON THE RELEVANT PROPOSAL ITEMS. BY
         DOING SO, YOU ACKNOWLEDGE THAT-YOU
         HAVE OBTAINED BENEFIT OR EXPECT TO
         OBTAIN BENEFIT BY THE PASSING OF THE-
         RELEVANT PROPOSAL/S. BY VOTING (FOR
         OR AGAINST) ON PROPOSALS (2, 5 AND 6),-
         YOU ACKNOWLEDGE THAT YOU HAVE NOT
         OBTAINED BENEFIT NEITHER EXPECT TO
         OBTAIN-BENEFIT BY THE PASSING OF THE
         RELEVANT PROPOSAL/S AND YOU COMPLY
         WITH THE-VOTING EXCLUSION.
2        Adoption of Remuneration Report                       Management    For         For
3        Re-election of Director - Mr Saul Jonathan Colin      Management    For         For
         Wise
4        Re-election of Director - Mr Phillip Clive Lockyer    Management    For         For
5        Increase in Non-Executive Directors' fee cap          Management    For         For
6        Approval of the issue of performance rights to Mr     Management    For         For
         Timothy James Lehany, Managing Director and
         Chief Executive Officer
7        Approval of financial assistance provided by          Management    For         For
         Allied Gold Mining Limited's Australian
         subsidiaries


SILVER LAKE RESOURCES LTD, PERTH

SECURITY        Q85014100      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 23-Nov-2012
ISIN            AU000000SLR6   AGENDA       704119088 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
CMMT     VOTING EXCLUSIONS APPLY TO THIS                       Non-Voting
         MEETING FOR PROPOSALS 1 AND 4 TO 7
         AND VOTES-CAST BY ANY INDIVIDUAL OR
         RELATED PARTY WHO BENEFIT FROM THE
         PASSING OF THE-PROPOSAL/S WILL BE
         DISREGARDED BY THE COMPANY. HENCE,
         IF YOU HAVE OBTAINED-BENEFIT OR
         EXPECT TO OBTAIN FUTURE BENEFIT YOU
         SHOULD NOT VOTE (OR VOTE-"ABSTAIN")
         ON THE RELEVANT PROPOSAL ITEMS. BY
         DOING SO, YOU ACKNOWLEDGE THAT-YOU
         HAVE OBTAINED BENEFIT OR EXPECT TO
         OBTAIN BENEFIT BY THE PASSING OF THE-
         RELEVANT PROPOSAL/S. BY VOTING (FOR
         OR AGAINST) ON PROPOSAL (1 AND 4 TO 7),-
         YOU ACKNOWLEDGE THAT YOU HAVE NOT
         OBTAINED BENEFIT NEITHER EXPECT TO
         OBTAIN-BENEFIT BY THE PASSING OF THE
         RELEVANT PROPOSAL/S AND YOU COMPLY
         WITH THE-VOTING EXCLUSION.
1        Non Binding Resolution to adopt Remuneration          Management    For         For
         Report
2        Re-election of Mr Brian Kennedy as a Director         Management    For         For
3        Re-election of Mr David Griffiths as a Director       Management    For         For
4        Long Term Incentive Plan                              Management    For         For
5        Approval of Termination Benefit under Mr Leslie       Management    For         For
         Davis' Service Agreement
6        Approval of Termination Benefit under Mr              Management    For         For
         Christopher Banasik's Service Agreement
7        Increase in Directors' Fees                           Management    For         For
8        To renew the Company's proportional takeover          Management    For         For
         provisions


PERSEUS MINING LIMITED

SECURITY        Q74174105      MEETING TYPE Annual
TICKER SYMBOL   PMNXF          MEETING DATE 23-Nov-2012
ISIN            AU000000PRU3   AGENDA       933701876 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       ADOPTION OF REMUNERATION REPORT                       Management    For         For
02       RE-ELECTION OF DIRECTOR, RHETT BRANS                  Management    For         For
03       RE-ELECTION OF DIRECTOR, SEAN HARVEY                  Management    For         For
04       APPROVAL OF PERFORMANCE RIGHTS PLAN                   Management    For         For
05       ISSUE OF PERFORMANCE RIGHTS TO MARK                   Management    For         For
         CALDERWOOD
06       ISSUE OF PERFORMANCE RIGHTS TO COLIN                  Management    For         For
         CARSON
07       ISSUE OF PERFORMANCE RIGHTS TO                        Management    For         For
         RHETT BRANS.


RED 5 LTD

SECURITY        Q80507108      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 27-Nov-2012
ISIN            AU000000RED3   AGENDA       704116791 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
CMMT     VOTING EXCLUSIONS APPLY TO THIS                       Non-Voting
         MEETING FOR PROPOSALS 2 AND 3 AND
         VOTES CAST-BY ANY INDIVIDUAL OR
         RELATED PARTY WHO BENEFIT FROM THE
         PASSING OF THE-PROPOSAL/S WILL BE
         DISREGARDED BY THE COMPANY. HENCE,
         IF YOU HAVE OBTAINED-BENEFIT OR
         EXPECT TO OBTAIN FUTURE BENEFIT YOU
         SHOULD NOT VOTE (OR VOTE-"ABSTAIN")
         ON THE RELEVANT PROPOSAL ITEMS. BY
         DOING SO, YOU ACKNOWLEDGE THAT-YOU
         HAVE OBTAINED BENEFIT OR EXPECT TO
         OBTAIN BENEFIT BY THE PASSING OF THE-
         RELEVANT PROPOSAL/S. BY VOTING (FOR
         OR AGAINST) ON PROPOSALS (2 AND 3),
         YOU-ACKNOWLEDGE THAT YOU HAVE NOT
         OBTAINED BENEFIT NEITHER EXPECT TO
         OBTAIN-BENEFIT BY THE PASSING OF THE
         RELEVANT PROPOSAL/S AND YOU COMPLY
         WITH THE-VOTING EXCLUSION.
1        Re-election of Gary Scanlan as a director             Management    For         For
2        Remuneration report                                   Management    For         For
3        Ratification of share issue                           Management    For         For


HARMONY GOLD MINING COMPANY LIMITED

SECURITY        413216300      MEETING TYPE Annual
TICKER SYMBOL   HMY            MEETING DATE 28-Nov-2012
ISIN            US4132163001   AGENDA       933706408 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
O1       TO RE-ELECT FIKILE DE BUCK AS A                       Management    For         For
         DIRECTOR
O2       TO RE-ELECT SIMO LUSHABA AS A                         Management    For         For
         DIRECTOR
O3       TO RE-ELECT MODISE MOTLOBA AS A                       Management    For         For
         DIRECTOR
O4       TO RE-ELECT PATRICE MOTSEPE AS A                      Management    For         For
         DIRECTOR
O5       TO ELECT FIKILE DE BUCK AS A MEMBER OF                Management    For         For
         THE AUDIT COMMITTEE
O6       TO ELECT SIMO LUSHABA AS A MEMBER OF                  Management    For         For
         THE AUDIT COMMITTEE
O7       TO ELECT MODISE MOTLOBA AS A MEMBER                   Management    For         For
         OF THE AUDIT COMMITTEE
O8       TO ELECT JOHN WETTON AS A MEMBER OF                   Management    For         For
         THE AUDIT COMMITTEE
O9       TO RE-APPOINT THE EXTERNAL AUDITORS                   Management    For         For
O10      TO APPROVE THE REMUNERATION POLICY                    Management    For         For
O11      TO AUTHORISE THE ISSUE OF SHARES                      Management    For         For
O12      TO AMEND THE BROAD-BASED EMPLOYEE                     Management    For         For
         SHARE OWNERSHIP PLAN
S13      TO APPROVE NON-EXECUTIVE DIRECTORS'                   Management    For         For
         REMUNERATION
S14      TO ADOPT A NEW MEMORANDUM OF                          Management    For         For
         INCORPORATION


PETAQUILLA MINERALS LTD.

SECURITY        716013107      MEETING TYPE Annual
TICKER SYMBOL   PTQMF          MEETING DATE 29-Nov-2012
ISIN            CA7160131073   AGENDA       933705379 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO SET THE NUMBER OF DIRECTORS AT 4.                  Management    For         For
02       DIRECTOR                                              Management
         1   RAUL FERRER                                                     For         For
         2   RICHARD FIFER                                                   For         For
         3   DAVID KAPLAN                                                    For         For
         4   PEDRO PABLO PERMUY                                              For         For
03       APPOINTMENT OF ERNST & YOUNG LLP AS                   Management    For         For
         AUDITORS OF THE CORPORATION FOR THE
         ENSUING YEAR AND AUTHORIZING THE
         DIRECTORS TO FIX THEIR REMUNERATION.


QUEENSTON MINING INC.

SECURITY        74832E108      MEETING TYPE Special
TICKER SYMBOL   QNMNF          MEETING DATE 20-Dec-2012
ISIN            CA74832E1088   AGENDA       933715609 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       THE ARRANGEMENT RESOLUTION                            Management    For         For
         ATTACHED AS APPENDIX B TO THE
         CIRCULAR ACCOMPANYING THE NOTICE OF
         SPECIAL MEETING APPROVING, AMONG
         OTHER THINGS, THE ARRANGEMENT.


AURIZON MINES LTD.

SECURITY        05155P106      MEETING TYPE Special
TICKER SYMBOL   AZK            MEETING DATE 07-Mar-2013
ISIN            CA05155P1062   AGENDA       933733847 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       THE RIGHTS PLAN RESOLUTION DESCRIBED                  Management    Against     Against
         IN THE MANAGEMENT INFORMATION
         CIRCULAR ACCOMPANYING THE NOTICE OF
         MEETING RATIFYING AND CONFIRMING THE
         ADOPTION BY THE BOARD OF DIRECTORS
         OF THE SHAREHOLDER RIGHTS PLAN
         DATED JANUARY 22, 2013.


AURIZON MINES LTD.

SECURITY        05155P106      MEETING TYPE Special
TICKER SYMBOL   AZK            MEETING DATE 07-Mar-2013
ISIN            CA05155P1062   AGENDA       933734229 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       THE RIGHTS PLAN RESOLUTION DESCRIBED                  Management    Against     Against
         IN THE MANAGEMENT INFORMATION
         CIRCULAR ACCOMPANYING THE NOTICE OF
         MEETING RATIFYING AND CONFIRMING THE
         ADOPTION BY THE BOARD OF DIRECTORS
         OF THE SHAREHOLDER RIGHTS PLAN
         DATED JANUARY 22, 2013.


ANGLOGOLD ASHANTI LIMITED

SECURITY        035128206      MEETING TYPE Special
TICKER SYMBOL   AU             MEETING DATE 11-Mar-2013
ISIN            US0351282068   AGENDA       933736538 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
O1.      AMENDMENTS TO THE RULES OF THE                        Management    For         For
         ANGLOGOLD ASHANTI LIMITED LONG TERM
         INCENTIVE PLAN 2005
O2.      AMENDMENTS TO THE RULES OF THE                        Management    For         For
         ANGLOGOLD ASHANTI LIMITED BONUS
         SHARE PLAN 2005
O3.      AUTHORITY TO DIRECTORS AND COMPANY                    Management    For         For
         SECRETARY TO IMPLEMENT RESOLUTIONS
         1 TO 2


COMPANIA DE MINAS BUENAVENTURA S.A.

SECURITY        204448104      MEETING TYPE Annual
TICKER SYMBOL   BVN            MEETING DATE 26-Mar-2013
ISIN            US2044481040   AGENDA       933742505 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1.       TO APPROVE THE COMPANY'S ANNUAL                       Management    For         For
         REPORT AS OF DECEMBER, 31, 2012. A
         PRELIMINARY SPANISH VERSION OF THE
         ANNUAL REPORT WILL BE AVAILABLE ON
         THE COMPANY'S WEB SITE AT
         HTTP://WWW.BUENAVENTURA.COM/IR/.
2.       TO APPROVE THE COMPANY'S FINANCIAL                    Management    For         For
         STATEMENTS AS OF DECEMBER, 31, 2012,
         WHICH WERE PUBLICLY REPORTED IN THE
         COMPANY'S EARNINGS RELEASE FOR THE
         FOURTH QUARTER OF 2012 AND ARE
         AVAILABLE ON THE COMPANY'S WEB SITE
         AT HTTP://WWW.BUENAVENTURA.COM/IR/.
3.       TO APPROVE THE PAYMENT OF A CASH                      Management    For         For
         DIVIDEND ACCORDING TO THE COMPANY'S
         DIVIDEND POLICY.
4.       TO APPOINT ERNST AND YOUNG (MEDINA,                   Management    For         For
         ZALDIVAR, PAREDES Y ASOCIADOS) AS
         INDEPENDENT AUDITORS FOR FISCAL YEAR
         2013.
5.       TO APPROVE THE MERGER OF COMPANIA                     Management    For         For
         DE EXPLORACIONES, DESARROLLO E
         INVERSIONES MINERAS S.A.C. (A WHOLLY-
         OWNED SUBSIDIARY OF THE COMPANY)
         WITH AND INTO THE COMPANY, WITH THE
         COMPANY AS THE SURVIVING ENTITY OF
         THE MERGER.
6.       TO APPROVE THE MERGER OF                              Management    For         For
         INVERSIONES COLQUIJIRCA S.A. (A
         WHOLLY-OWNED SUBSIDIARY OF THE
         COMPANY) WITH AND INTO THE COMPANY,
         WITH THE COMPANY AS THE SURVIVING
         ENTITY OF THE MERGER.


COMPANIA DE MINAS BUENAVENTURA S.A.

SECURITY        204448104      MEETING TYPE Annual
TICKER SYMBOL   BVN            MEETING DATE 26-Mar-2013
ISIN            US2044481040   AGENDA       933749371 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1.       TO APPROVE THE COMPANY'S ANNUAL                       Management    For         For
         REPORT AS OF DECEMBER, 31, 2012. A
         PRELIMINARY SPANISH VERSION OF THE
         ANNUAL REPORT WILL BE AVAILABLE ON
         THE COMPANY'S WEB SITE AT
         HTTP://WWW.BUENAVENTURA.COM/IR/.
2.       TO APPROVE THE COMPANY'S FINANCIAL                    Management    For         For
         STATEMENTS AS OF DECEMBER, 31, 2012,
         WHICH WERE PUBLICLY REPORTED IN THE
         COMPANY'S EARNINGS RELEASE FOR THE
         FOURTH QUARTER OF 2012 AND ARE
         AVAILABLE ON THE COMPANY'S WEB SITE
         AT HTTP://WWW.BUENAVENTURA.COM/IR/.
3.       TO APPROVE THE PAYMENT OF A CASH                      Management    For         For
         DIVIDEND ACCORDING TO THE COMPANY'S
         DIVIDEND POLICY.
4.       TO APPOINT ERNST AND YOUNG (MEDINA,                   Management    For         For
         ZALDIVAR, PAREDES Y ASOCIADOS) AS
         INDEPENDENT AUDITORS FOR FISCAL YEAR
         2013.
5.       TO APPROVE THE MERGER OF COMPANIA                     Management    For         For
         DE EXPLORACIONES, DESARROLLO E
         INVERSIONES MINERAS S.A.C. (A WHOLLY-
         OWNED SUBSIDIARY OF THE COMPANY)
         WITH AND INTO THE COMPANY, WITH THE
         COMPANY AS THE SURVIVING ENTITY OF
         THE MERGER.
6.       TO APPROVE THE MERGER OF                              Management    For         For
         INVERSIONES COLQUIJIRCA S.A. (A
         WHOLLY-OWNED SUBSIDIARY OF THE
         COMPANY) WITH AND INTO THE COMPANY,
         WITH THE COMPANY AS THE SURVIVING
         ENTITY OF THE MERGER.


ANGLOGOLD ASHANTI LIMITED

SECURITY        035128206      MEETING TYPE Special
TICKER SYMBOL   AU             MEETING DATE 27-Mar-2013
ISIN            US0351282068   AGENDA       933741008 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
S1.      APPROVAL OF A NEW MEMORANDUM OF                       Management    For         For
         INCORPORATION FOR ANGLOGOLD
         ASHANTI LIMITED
O2.      AUTHORITY TO DIRECTORS AND COMPANY                    Management    For         For
         SECRETARY TO IMPLEMENT RESOLUTION 1


NEWMONT MINING CORPORATION

SECURITY        651639106      MEETING TYPE Annual
TICKER SYMBOL   NEM            MEETING DATE 24-Apr-2013
ISIN            US6516391066   AGENDA       933744559 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1A.      ELECTION OF DIRECTOR: B.R. BROOK                      Management    For         For
1B.      ELECTION OF DIRECTOR: J.K. BUCKNOR                    Management    For         For
1C.      ELECTION OF DIRECTOR: V.A. CALARCO                    Management    For         For
1D.      ELECTION OF DIRECTOR: J.A. CARRABBA                   Management    For         For
1E.      ELECTION OF DIRECTOR: N. DOYLE                        Management    For         For
1F.      ELECTION OF DIRECTOR: G.J. GOLDBERG                   Management    For         For
1G.      ELECTION OF DIRECTOR: V.M. HAGEN                      Management    For         For
1H.      ELECTION OF DIRECTOR: J. NELSON                       Management    For         For
1I.      ELECTION OF DIRECTOR: D.C. ROTH                       Management    For         For
1J.      ELECTION OF DIRECTOR: S.R. THOMPSON                   Management    For         For
2.       TO RATIFY THE APPOINTMENT OF                          Management    For         For
         PRICEWATERHOUSECOOPERS LLP AS THE
         COMPANY'S INDEPENDENT AUDITORS FOR
         2013.
3.       ADVISORY RESOLUTION TO APPROVE                        Management    Abstain     Against
         NAMED EXECUTIVE OFFICER
         COMPENSATION.
4.       APPROVE THE 2013 STOCK INCENTIVE                      Management    For         For
         PLAN.
5.       APPROVE THE PERFORMANCE PAY PLAN.                     Management    For         For


BARRICK GOLD CORPORATION

SECURITY        067901108      MEETING TYPE Annual
TICKER SYMBOL   ABX            MEETING DATE 24-Apr-2013
ISIN            CA0679011084   AGENDA       933755451 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   H.L. BECK                                                       For         For
         2   C.W.D. BIRCHALL                                                 For         For
         3   D.J. CARTY                                                      For         For
         4   G. CISNEROS                                                     For         For
         5   R.M. FRANKLIN                                                   For         For
         6   J.B. HARVEY                                                     For         For
         7   D. MOYO                                                         For         For
         8   B. MULRONEY                                                     For         For
         9   A. MUNK                                                         For         For
         10  P. MUNK                                                         For         For
         11  S.J. SHAPIRO                                                    For         For
         12  J.C. SOKALSKY                                                   For         For
         13  J.L. THORNTON                                                   For         For
02       RESOLUTION APPROVING THE                              Management    For         For
         APPOINTMENT OF
         PRICEWATERHOUSECOOPERS LLP AS THE
         AUDITORS OF BARRICK AND AUTHORIZING
         THE DIRECTORS TO FIX THEIR
         REMUNERATION.
03       ADVISORY RESOLUTION ON EXECUTIVE                      Management    For         For
         COMPENSATION APPROACH.


BARRICK GOLD CORPORATION

SECURITY        067901108      MEETING TYPE Annual
TICKER SYMBOL   ABX            MEETING DATE 24-Apr-2013
ISIN            CA0679011084   AGENDA       933755463 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   H.L. BECK                                                       For         For
         2   C.W.D. BIRCHALL                                                 For         For
         3   D.J. CARTY                                                      For         For
         4   G. CISNEROS                                                     For         For
         5   R.M. FRANKLIN                                                   For         For
         6   J.B. HARVEY                                                     For         For
         7   D. MOYO                                                         For         For
         8   B. MULRONEY                                                     For         For
         9   A. MUNK                                                         For         For
         10  P. MUNK                                                         For         For
         11  S.J. SHAPIRO                                                    For         For
         12  J.C. SOKALSKY                                                   For         For
         13  J.L. THORNTON                                                   For         For
02       RESOLUTION APPROVING THE                              Management    For         For
         APPOINTMENT OF
         PRICEWATERHOUSECOOPERS LLP AS THE
         AUDITORS OF BARRICK AND AUTHORIZING
         THE DIRECTORS TO FIX THEIR
         REMUNERATION.
03       ADVISORY RESOLUTION ON EXECUTIVE                      Management    For         For
         COMPENSATION APPROACH.


EASTMAIN RESOURCES INC.

SECURITY        27743M106      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   EANRF          MEETING DATE 25-Apr-2013
ISIN            CA27743M1068   AGENDA       933778687 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   DONALD J. ROBINSON                                              For         For
         2   IAN BRYANS                                                      For         For
         3   JOHN HANSULD                                                    For         For
         4   DAVID JOYCE                                                     For         For
         5   WILLIAM KOYLE                                                   For         For
02       IN RESPECT OF THE APPOINTMENT OF                      Management    For         For
         STERN & LOVRICS, CHARTERED
         ACCOUNTANTS, AS AUDITOR OF THE
         CORPORATION AND TO AUTHORIZE THE
         BOARD OF DIRECTORS TO FIX ITS
         REMUNERATION.
03       A RESOLUTION APPROVING THE                            Management    For         For
         TERMINATION OF THE EXISTING STOCK
         OPTION PLAN OF THE CORPORATION AND
         THE ADOPTION OF A NEW STOCK OPTION
         PLAN FOR THE CORPORATION, ALL IN
         SUBSTANTIALLY THE FORM OF
         RESOLUTIONS SET FORTH AT SCHEDULE
         "A" OF THE ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR OF THE
         CORPORATION DATED MARCH 15, 2013 (THE
         "CIRCULAR").
04       A RESOLUTION APPROVING A NEW BY-LAW                   Management    For         For
         NO. 3 FOR THE CORPORATION, ALL IN
         SUBSTANTIALLY THE FORM OF
         RESOLUTIONS SET FORTH AT SCHEDULE
         "B" OF THE CIRCULAR.


EASTMAIN RESOURCES INC.

SECURITY        27743M106      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   EANRF          MEETING DATE 25-Apr-2013
ISIN            CA27743M1068   AGENDA       933781026 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   DONALD J. ROBINSON                                              For         For
         2   IAN BRYANS                                                      For         For
         3   JOHN HANSULD                                                    For         For
         4   DAVID JOYCE                                                     For         For
         5   WILLIAM KOYLE                                                   For         For
02       IN RESPECT OF THE APPOINTMENT OF                      Management    For         For
         STERN & LOVRICS, CHARTERED
         ACCOUNTANTS, AS AUDITOR OF THE
         CORPORATION AND TO AUTHORIZE THE
         BOARD OF DIRECTORS TO FIX ITS
         REMUNERATION.
03       A RESOLUTION APPROVING THE                            Management    For         For
         TERMINATION OF THE EXISTING STOCK
         OPTION PLAN OF THE CORPORATION AND
         THE ADOPTION OF A NEW STOCK OPTION
         PLAN FOR THE CORPORATION, ALL IN
         SUBSTANTIALLY THE FORM OF
         RESOLUTIONS SET FORTH AT SCHEDULE
         "A" OF THE ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR OF THE
         CORPORATION DATED MARCH 15, 2013 (THE
         "CIRCULAR").
04       A RESOLUTION APPROVING A NEW BY-LAW                   Management    For         For
         NO. 3 FOR THE CORPORATION, ALL IN
         SUBSTANTIALLY THE FORM OF
         RESOLUTIONS SET FORTH AT SCHEDULE
         "B" OF THE CIRCULAR.


AGNICO-EAGLE MINES LIMITED

SECURITY        008474108      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   AEM            MEETING DATE 26-Apr-2013
ISIN            CA0084741085   AGENDA       933770035 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   LEANNE M. BAKER                                                 For         For
         2   DOUGLAS R. BEAUMONT                                             For         For
         3   SEAN BOYD                                                       For         For
         4   MARTINE A. CELEJ                                                For         For
         5   CLIFFORD J. DAVIS                                               For         For
         6   ROBERT J. GEMMELL                                               For         For
         7   BERNARD KRAFT                                                   For         For
         8   MEL LEIDERMAN                                                   For         For
         9   JAMES D. NASSO                                                  For         For
         10  SEAN RILEY                                                      For         For
         11  J. MERFYN ROBERTS                                               For         For
         12  HOWARD R. STOCKFORD                                             For         For
         13  PERTTI VOUTILAINEN                                              For         For
02       APPOINTMENT OF ERNST & YOUNG LLP AS                   Management    For         For
         AUDITORS OF THE COMPANY AND
         AUTHORIZING THE DIRECTORS TO FIX
         THEIR REMUNERATION.
03       AN ORDINARY RESOLUTION APPROVING AN                   Management    For         For
         AMENDMENT TO THE COMPANY'S STOCK
         OPTION PLAN.
04       A SPECIAL RESOLUTION APPROVING AN                     Management    For         For
         AMENDMENT TO THE COMPANY'S ARTICLES
         TO CHANGE THE COMPANY'S NAME.
05       AN ORDINARY RESOLUTION CONFIRMING                     Management    Against     Against
         AN AMENDMENT TO THE COMPANY'S BY-
         LAWS.
06       A NON-BINDING, ADVISORY RESOLUTION                    Management    For         For
         ACCEPTING THE COMPANY'S APPROACH TO
         EXECUTIVE COMPENSATION.


AGNICO-EAGLE MINES LIMITED

SECURITY        008474108      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   AEM            MEETING DATE 26-Apr-2013
ISIN            CA0084741085   AGENDA       933774386 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   LEANNE M. BAKER                                                 For         For
         2   DOUGLAS R. BEAUMONT                                             For         For
         3   SEAN BOYD                                                       For         For
         4   MARTINE A. CELEJ                                                For         For
         5   CLIFFORD J. DAVIS                                               For         For
         6   ROBERT J. GEMMELL                                               For         For
         7   BERNARD KRAFT                                                   For         For
         8   MEL LEIDERMAN                                                   For         For
         9   JAMES D. NASSO                                                  For         For
         10  SEAN RILEY                                                      For         For
         11  J. MERFYN ROBERTS                                               For         For
         12  HOWARD R. STOCKFORD                                             For         For
         13  PERTTI VOUTILAINEN                                              For         For
02       APPOINTMENT OF ERNST & YOUNG LLP AS                   Management    For         For
         AUDITORS OF THE COMPANY AND
         AUTHORIZING THE DIRECTORS TO FIX
         THEIR REMUNERATION.
03       AN ORDINARY RESOLUTION APPROVING AN                   Management    For         For
         AMENDMENT TO THE COMPANY'S STOCK
         OPTION PLAN.
04       A SPECIAL RESOLUTION APPROVING AN                     Management    For         For
         AMENDMENT TO THE COMPANY'S ARTICLES
         TO CHANGE THE COMPANY'S NAME.
05       AN ORDINARY RESOLUTION CONFIRMING                     Management    Against     Against
         AN AMENDMENT TO THE COMPANY'S BY-
         LAWS.
06       A NON-BINDING, ADVISORY RESOLUTION                    Management    For         For
         ACCEPTING THE COMPANY'S APPROACH TO
         EXECUTIVE COMPENSATION.


RANDGOLD RESOURCES LIMITED

SECURITY        752344309      MEETING TYPE Annual
TICKER SYMBOL   GOLD           MEETING DATE 29-Apr-2013
ISIN            US7523443098   AGENDA       933762951 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
O1       TO RECEIVE AND CONSIDER THE AUDITED                   Management    For         For
         FINANCIAL STATEMENTS OF THE COMPANY
         FOR THE YEAR ENDED 31 DECEMBER 2012
         TOGETHER WITH THE DIRECTORS'
         REPORTS AND THE AUDITORS' REPORT ON
         THE FINANCIAL STATEMENTS.
O2       TO DECLARE A FINAL DIVIDEND OF US$0.50                Management    For         For
         PER ORDINARY SHARE RECOMMENDED BY
         THE DIRECTORS IN RESPECT OF THE
         FINANCIAL YEAR ENDED 31 DECEMBER
         2012.
O3       TO APPROVE THE DIRECTORS'                             Management    For         For
         REMUNERATION REPORT FOR THE
         FINANCIAL YEAR ENDED 31 DECEMBER
         2012.
O4       TO RE-ELECT PHILIPPE LIETARD AS A                     Management    For         For
         DIRECTOR OF THE COMPANY.
O5       TO RE-ELECT MARK BRISTOW AS A                         Management    For         For
         DIRECTOR OF THE COMPANY.
O6       TO RE-ELECT NORBORNE COLE JR AS A                     Management    For         For
         DIRECTOR OF THE COMPANY.
O7       TO RE-ELECT CHRISTOPHER COLEMAN AS A                  Management    For         For
         DIRECTOR OF THE COMPANY.
O8       TO RE-ELECT KADRI DAGDELEN AS A                       Management    For         For
         DIRECTOR OF THE COMPANY.
O9       TO RE-ELECT JEANINE MABUNDA LIOKO AS                  Management    For         For
         A DIRECTOR OF THE COMPANY.
O10      TO RE-ELECT GRAHAM SHUTTLEWORTH AS                    Management    For         For
         A DIRECTOR OF THE COMPANY.
O11      TO RE-ELECT ANDREW QUINN AS A                         Management    For         For
         DIRECTOR OF THE COMPANY.
O12      TO RE-ELECT KARL VOLTAIRE AS A                        Management    For         For
         DIRECTOR OF THE COMPANY.
O13      TO RE-APPOINT BDO LLP AS THE AUDITOR                  Management    For         For
         OF THE COMPANY TO HOLD OFFICE UNTIL
         THE CONCLUSION OF THE NEXT ANNUAL
         GENERAL MEETING OF THE COMPANY.
O14      TO AUTHORISE THE DIRECTORS TO                         Management    For         For
         DETERMINE THE REMUNERATION OF THE
         AUDITORS.
O15      AUTHORITY TO ALLOT SHARES AND GRANT                   Management    For         For
         RIGHTS TO SUBSCRIBE FOR, OR CONVERT
         ANY SECURITY INTO SHARES.
O16      AWARDS OF ORDINARY SHARES TO NON-                     Management    For         For
         EXECUTIVE DIRECTORS.
O17      TO AUTHORISE THE BOARD TO GRANT TO                    Management    For         For
         THE CEO A ONE-OFF 'CAREER SHARES'
         AWARD OF ORDINARY SHARES IN THE
         COMPANY.
O18      TO INCREASE THE AGGREGATE AMOUNTS                     Management    For         For
         OF FEES THAT MAY BE PAID TO THE
         DIRECTORS PURSUANT TO ARTICLE 40 OF
         THE ARTICLES OF ASSOCIATION OF THE
         COMPANY FROM US$750,000 TO
         US$1,000,000.
S19      AUTHORITY TO DISAPPLY PRE-EMPTION                     Management    Against     Against
         RIGHTS.
S20      AUTHORITY FOR THE COMPANY TO                          Management    For         For
         PURCHASE ITS OWN ORDINARY SHARES.


YAMANA GOLD INC.

SECURITY        98462Y100      MEETING TYPE Annual
TICKER SYMBOL   AUY            MEETING DATE 01-May-2013
ISIN            CA98462Y1007   AGENDA       933777825 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   PETER MARRONE                                                   For         For
         2   PATRICK J. MARS                                                 For         For
         3   JOHN BEGEMAN                                                    For         For
         4   ALEXANDER DAVIDSON                                              For         For
         5   RICHARD GRAFF                                                   For         For
         6   NIGEL LEES                                                      For         For
         7   JUVENAL MESQUITA FILHO                                          For         For
         8   CARL RENZONI                                                    For         For
         9   ANTENOR F. SILVA, JR.                                           For         For
         10  DINO TITARO                                                     For         For
02       IN RESPECT OF THE APPOINTMENT OF                      Management    For         For
         DELOITTE LLP AS AUDITORS.


YAMANA GOLD INC.

SECURITY        98462Y100      MEETING TYPE Annual
TICKER SYMBOL   AUY            MEETING DATE 01-May-2013
ISIN            CA98462Y1007   AGENDA       933777837 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   PETER MARRONE                                                   For         For
         2   PATRICK J. MARS                                                 For         For
         3   JOHN BEGEMAN                                                    For         For
         4   ALEXANDER DAVIDSON                                              For         For
         5   RICHARD GRAFF                                                   For         For
         6   NIGEL LEES                                                      For         For
         7   JUVENAL MESQUITA FILHO                                          For         For
         8   CARL RENZONI                                                    For         For
         9   ANTENOR F. SILVA, JR.                                           For         For
         10  DINO TITARO                                                     For         For
02       IN RESPECT OF THE APPOINTMENT OF                      Management    For         For
         DELOITTE LLP AS AUDITORS.


FRESNILLO PLC, LONDON

SECURITY        G371E2108      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 02-May-2013
ISIN            GB00B2QPKJ12   AGENDA       704376044 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        Receiving the report and accounts                     Management    For         For
2        Approval of the final dividend                        Management    For         For
3        Approval of the directors remuneration report         Management    For         For
4        Re-election of Mr Alberto Bailleres                   Management    For         For
5        Re-election of Lord Cairns                            Management    For         For
6        Re-election of Mr Javier Fernandez                    Management    For         For
7        Re-election of Mr Fernando Ruiz                       Management    For         For
8        Re-election of Mr Fernando Solana                     Management    For         For
9        Re-election of Mr Guy Wilson                          Management    For         For
10       Re-election of Mr Juan Bordes                         Management    For         For
11       Re-election of Mr Arturo Fernandez                    Management    For         For
12       Re-election of Mr Rafael MacGregor                    Management    For         For
13       Re-election of Mr Jaime Lomelin                       Management    For         For
14       Re-election of Ms Maria Asuncion                      Management    For         For
         Aramburuzabala
15       Re-election of Mr Alejandro Bailleres                 Management    For         For
16       Re-appointment of Ernst & Young as auditors           Management    For         For
17       Authority to set the remuneration of the auditors     Management    For         For
18       Directors authority to allot shares                   Management    For         For
19       Authority to disapply pre-emption rights              Management    Against     Against
20       Authority for the company to purchase its own         Management    For         For
         shares
21       Notice period for a general meeting                   Management    For         For


ALLIED NEVADA GOLD CORP

SECURITY        019344100      MEETING TYPE Annual
TICKER SYMBOL   ANV            MEETING DATE 02-May-2013
ISIN            US0193441005   AGENDA       933754081 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1.       DIRECTOR                                              Management
         1   ROBERT M. BUCHAN                                                For         For
         2   SCOTT A. CALDWELL                                               For         For
         3   JOHN W. IVANY                                                   For         For
         4   CAMERON A. MINGAY                                               For         For
         5   TERRY M. PALMER                                                 For         For
         6   CARL A. PESCIO                                                  For         For
         7   A. MURRAY SINCLAIR                                              For         For
         8   ROBERT G. WARDELL                                               For         For
2.       TO APPROVE, ON AN ADVISORY BASIS, THE                 Management    Abstain     Against
         COMPANY'S NAMED EXECUTIVE OFFICER
         COMPENSATION FOR FISCAL 2012
3.       RATIFICATION OF EKS&H LLLP AS THE                     Management    For         For
         INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR THE FISCAL YEAR
         ENDING DECEMBER 31, 2013


ELDORADO GOLD CORPORATION

SECURITY        284902103      MEETING TYPE Annual
TICKER SYMBOL   EGO            MEETING DATE 02-May-2013
ISIN            CA2849021035   AGENDA       933761872 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   K. ROSS CORY                                                    For         For
         2   ROBERT R. GILMORE                                               For         For
         3   GEOFFREY A. HANDLEY                                             For         For
         4   WAYNE D. LENTON                                                 For         For
         5   MICHAEL A. PRICE                                                For         For
         6   STEVEN P. REID                                                  For         For
         7   JONATHAN A. RUBENSTEIN                                          For         For
         8   DONALD M. SHUMKA                                                For         For
         9   PAUL N. WRIGHT                                                  For         For
02       APPOINT KPMG LLP AS THE INDEPENDENT                   Management    For         For
         AUDITOR (SEE PAGE 18 OF THE
         MANAGEMENT PROXY CIRCULAR)
03       AUTHORIZE THE DIRECTORS TO SET THE                    Management    For         For
         AUDITOR'S PAY, IF KPMG IS REAPPOINTED
         AS THE INDEPENDENT AUDITOR (SEE PAGE
         18 OF THE MANAGEMENT PROXY
         CIRCULAR).


GOLDCORP INC.

SECURITY        380956409      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   GG             MEETING DATE 02-May-2013
ISIN            CA3809564097   AGENDA       933770073 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
A        DIRECTOR                                              Management
         1   JOHN P. BELL                                                    For         For
         2   BEVERLEY A. BRISCOE                                             For         For
         3   PETER J. DEY                                                    For         For
         4   DOUGLAS M. HOLTBY                                               For         For
         5   CHARLES A. JEANNES                                              For         For
         6   P. RANDY REIFEL                                                 For         For
         7   A. DAN ROVIG                                                    For         For
         8   IAN W. TELFER                                                   For         For
         9   BLANCA TREVINO                                                  For         For
         10  KENNETH F. WILLIAMSON                                           For         For
B        IN RESPECT OF THE APPOINTMENT OF                      Management    For         For
         DELOITTE LLP, INDEPENDENT REGISTERED
         CHARTERED ACCOUNTANTS, AS AUDITORS
         OF THE COMPANY AND AUTHORIZING THE
         DIRECTORS TO FIX THEIR REMUNERATION;
C        A RESOLUTION APPROVING CERTAIN                        Management    For         For
         AMENDMENTS TO THE RESTRICTED SHARE
         UNIT PLAN OF THE COMPANY;
D        A NON-BINDING ADVISORY RESOLUTION                     Management    For         For
         ACCEPTING THE COMPANY'S APPROACH TO
         EXECUTIVE COMPENSATION.


KINROSS GOLD CORPORATION

SECURITY        496902404      MEETING TYPE Annual
TICKER SYMBOL   KGC            MEETING DATE 08-May-2013
ISIN            CA4969024047   AGENDA       933789426 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   JOHN A. BROUGH                                                  For         For
         2   JOHN K. CARRINGTON                                              For         For
         3   JOHN M.H. HUXLEY                                                For         For
         4   KENNETH C. IRVING                                               For         For
         5   JOHN A. KEYES                                                   For         For
         6   JOHN A. MACKEN                                                  For         For
         7   C. MCLEOD-SELTZER                                               For         For
         8   JOHN E. OLIVER                                                  For         For
         9   UNA M. POWER                                                    For         For
         10  TERENCE C.W. REID                                               For         For
         11  J. PAUL ROLLINSON                                               For         For
         12  RUTH G. WOODS                                                   For         For
02       TO APPROVE THE APPOINTMENT OF KPMG                    Management    For         For
         LLP, CHARTERED ACCOUNTANTS, AS
         AUDITORS OF THE COMPANY FOR THE
         ENSUING YEAR AND TO AUTHORIZE THE
         DIRECTORS TO FIX THEIR REMUNERATION.
03       TO CONSIDER, AND IF DEEMED                            Management    For         For
         APPROPRIATE, TO PASS, AN ADVISORY
         RESOLUTION ON KINROSS' APPROACH TO
         EXECUTIVE COMPENSATION.


EURASIAN MINERALS INC.

SECURITY        29843R100      MEETING TYPE Annual
TICKER SYMBOL   EMXX           MEETING DATE 09-May-2013
ISIN            CA29843R1001   AGENDA       933778283 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO SET THE NUMBER OF DIRECTORS AT                     Management    For         For
         SEVEN.
02       DIRECTOR                                              Management
         1   DAVID M. COLE                                                   For         For
         2   MICHAEL D. WINN                                                 For         For
         3   BRIAN E. BAYLEY                                                 For         For
         4   GEORGE K.C. LIM                                                 For         For
         5   M. STEPHEN ENDERS                                               For         For
         6   BRIAN K. LEVET                                                  For         For
         7   JAMES A. MORRIS                                                 For         For
03       APPOINTMENT OF DAVIDSON & COMPANY                     Management    For         For
         LLP AS AUDITOR OF THE CORPORATION
         FOR THE ENSUING YEAR AND AUTHORIZING
         THE DIRECTORS TO APPROVE THE
         AUDITOR'S REMUNERATION.
04       TO RATIFY THE CORPORATION'S STOCK                     Management    For         For
         OPTION PLAN (THE "PLAN") AND TO
         AUTHORIZE THE DIRECTORS TO MAKE
         SUCH CHANGES TO THE PLAN AS MAY BE
         REQUIRED BY THE TSX VENTURE
         EXCHANGE WITHOUT FURTHER
         SHAREHOLDER APPROVAL.


TAHOE RESOURCES INC.

SECURITY        873868103      MEETING TYPE Annual
TICKER SYMBOL   TAHO           MEETING DATE 09-May-2013
ISIN            CA8738681037   AGENDA       933788296 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   A. DAN ROVIG                                                    For         For
         2   C. KEVIN MCARTHUR                                               For         For
         3   LORNE B. ANDERSON                                               For         For
         4   PAUL B. SWEENEY                                                 For         For
         5   JAMES S. VOORHEES                                               For         For
         6   JOHN P. BELL                                                    For         For
         7   KENNETH F. WILLIAMSON                                           For         For
         8   TANYA M. JAKUSCONEK                                             For         For
02       APPOINTMENT OF DELOITTE LLP AS                        Management    For         For
         AUDITORS OF THE CORPORATION FOR THE
         ENSUING YEAR.
03       TO CONSIDER AND, IF DEEMED                            Management    For         For
         APPROPRIATE, TO PASS, WITH OR WITHOUT
         VARIATION, A RESOLUTION APPROVING AN
         AMENDED AND RESTATED SHARE OPTION
         AND INCENTIVE SHARE PLAN FOR THE
         COMPANY, AS MORE PARTICULARLY
         DESCRIBED IN THE INFORMATION
         CIRCULAR FOR THE MEETING.


OSISKO MINING CORPORATION

SECURITY        688278100      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   OSKFF          MEETING DATE 09-May-2013
ISIN            CA6882781009   AGENDA       933788474 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   VICTOR H. BRADLEY                                               For         For
         2   JOHN F. BURZYNSKI                                               For         For
         3   MARCEL COTE                                                     For         For
         4   MICHELE DARLING                                                 For         For
         5   JOANNE FERSTMAN                                                 For         For
         6   S. LEAVENWORTH BAKALI                                           For         For
         7   WILLIAM A. MACKINNON                                            For         For
         8   CHARLES E. PAGE                                                 For         For
         9   SEAN ROOSEN                                                     For         For
         10  GARY A. SUGAR                                                   For         For
         11  SERGE VEZINA                                                    For         For
02       APPOINTMENT OF                                        Management    For         For
         PRICEWATERHOUSECOOPERS LLP AS
         INDEPENDENT AUDITORS AND
         AUTHORIZING DIRECTORS TO FIX THEIR
         REMUNERATION.
03       SPECIAL RESOLUTION TO APPLY FOR A                     Management    For         For
         CERTIFICATE OF AMENDMENT OF THE
         ARTICLES OF THE CORPORATION.
04       RESOLUTION - RATIFYING THE CONTINUED                  Management    Against     Against
         EXISTENCE OF THE SHAREHOLDER RIGHTS
         PLAN.
05       RESOLUTION - RATIFYING BY-LAW 2012-1                  Management    Against     Against
         REGARDING AN ADVANCE NOTICE
         PROVISION.
06       RESOLUTION - ADVISORY VOTE ON                         Management    For         For
         EXECUTIVE COMPENSATION.


DETOUR GOLD CORPORATION

SECURITY        250669108      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   DRGDF          MEETING DATE 09-May-2013
ISIN            CA2506691088   AGENDA       933790544 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   PETER E. CROSSGROVE                                             For         For
         2   LOUIS DIONNE                                                    For         For
         3   ROBERT E. DOYLE                                                 For         For
         4   ANDRE FALZON                                                    For         For
         5   INGRID J. HIBBARD                                               For         For
         6   J. MICHAEL KENYON                                               For         For
         7   ALEX G. MORRISON                                                For         For
         8   GERALD S. PANNETON                                              For         For
         9   JONATHAN RUBENSTEIN                                             For         For
         10  GRAHAM WOZNIAK                                                  For         For
02       APPOINT KPMG LLP AS AUDITORS OF THE                   Management    For         For
         CORPORATION FOR THE ENSUING YEAR
         AND AUTHORIZE THE DIRECTORS TO FIX
         THEIR REMUNERATION
03       RATIFY THE CORPORATION'S AMENDED                      Management    Against     Against
         AND RESTATED BY-LAWS
04       APPROVE AN AMENDMENT TO THE                           Management    For         For
         CORPORATION'S ARTICLES TO INCREASE
         THE MAXIMUM NUMBER OF DIRECTORS OF
         THE CORPORATION FROM 10 TO 16
05       APPROVE THE CORPORATION'S AMENDED                     Management    For         For
         AND RESTATED SHARE OPTION PLAN.


DETOUR GOLD CORPORATION

SECURITY        250669108      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   DRGDF          MEETING DATE 09-May-2013
ISIN            CA2506691088   AGENDA       933790556 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   PETER E. CROSSGROVE                                             For         For
         2   LOUIS DIONNE                                                    For         For
         3   ROBERT E. DOYLE                                                 For         For
         4   ANDRE FALZON                                                    For         For
         5   INGRID J. HIBBARD                                               For         For
         6   J. MICHAEL KENYON                                               For         For
         7   ALEX G. MORRISON                                                For         For
         8   GERALD S. PANNETON                                              For         For
         9   JONATHAN RUBENSTEIN                                             For         For
         10  GRAHAM WOZNIAK                                                  For         For
02       APPOINT KPMG LLP AS AUDITORS OF THE                   Management    For         For
         CORPORATION FOR THE ENSUING YEAR
         AND AUTHORIZE THE DIRECTORS TO FIX
         THEIR REMUNERATION
03       RATIFY THE CORPORATION'S AMENDED                      Management    Against     Against
         AND RESTATED BY-LAWS
04       APPROVE AN AMENDMENT TO THE                           Management    For         For
         CORPORATION'S ARTICLES TO INCREASE
         THE MAXIMUM NUMBER OF DIRECTORS OF
         THE CORPORATION FROM 10 TO 16
05       APPROVE THE CORPORATION'S AMENDED                     Management    For         For
         AND RESTATED SHARE OPTION PLAN.


AURIZON MINES LTD.

SECURITY        05155P106      MEETING TYPE Special
TICKER SYMBOL   AZK            MEETING DATE 09-May-2013
ISIN            CA05155P1062   AGENDA       933792675 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO APPROVE AN ARRANGEMENT UNDER                       Management    For         For
         THE PROVISIONS OF DIVISION 5 OF PART 9
         OF THE BUSINESS CORPORATIONS ACT
         (BRITISH COLUMBIA) INVOLVING THE
         COMPANY, ITS SECURITYHOLDERS, 0963708
         B.C. LTD. AND HECLA MINING COMPANY, AS
         MORE FULLY SET OUT IN APPENDIX A OF
         THE ACCOMPANYING MANAGEMENT
         INFORMATION PROXY CIRCULAR OF THE
         COMPANY DATED APRIL 10, 2013.


AURIZON MINES LTD.

SECURITY        05155P106      MEETING TYPE Special
TICKER SYMBOL   AZK            MEETING DATE 09-May-2013
ISIN            CA05155P1062   AGENDA       933796849 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO APPROVE AN ARRANGEMENT UNDER                       Management    For         For
         THE PROVISIONS OF DIVISION 5 OF PART 9
         OF THE BUSINESS CORPORATIONS ACT
         (BRITISH COLUMBIA) INVOLVING THE
         COMPANY, ITS SECURITYHOLDERS, 0963708
         B.C. LTD. AND HECLA MINING COMPANY, AS
         MORE FULLY SET OUT IN APPENDIX A OF
         THE ACCOMPANYING MANAGEMENT
         INFORMATION PROXY CIRCULAR OF THE
         COMPANY DATED APRIL 10, 2013.


GOLD FIELDS LIMITED

SECURITY        38059T106      MEETING TYPE Annual
TICKER SYMBOL   GFI            MEETING DATE 09-May-2013
ISIN            US38059T1060   AGENDA       933806195 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
O1       RE-APPOINTMENT OF AUDITORS: KPMG INC.                 Management    For         For
O2       RE-ELECTION OF A DIRECTOR: MR DN                      Management    For         For
         MURRAY
O3       RE-ELECTION OF A DIRECTOR: MR DMJ                     Management    For         For
         NCUBE
O4       RE-ELECTION OF A DIRECTOR: MR RL                      Management    For         For
         PENNANT-REA
O5       RE-ELECTION OF A DIRECTOR: MS GM                      Management    For         For
         WILSON
O6       RE-ELECTION OF A MEMBER AND CHAIR OF                  Management    For         For
         THE AUDIT COMMITTEE: MS GM WILSON
O7       RE-ELECTION OF A MEMBER OF THE AUDIT                  Management    For         For
         COMMITTEE: MR RP MENELL
O8       RE-ELECTION OF A MEMBER OF THE AUDIT                  Management    For         For
         COMMITTEE: MR DMJ NCUBE
O9       RE-ELECTION OF A MEMBER OF THE AUDIT                  Management    For         For
         COMMITTEE: MR RL PENNANT-REA
O10      APPROVAL FOR THE ISSUE OF AUTHORISED                  Management    For         For
         BUT UNISSUED ORDINARY SHARES
O11      APPROVAL FOR THE ISSUING OF EQUITY                    Management    For         For
         SECURITIES FOR CASH
O12      ADVISORY ENDORSEMENT OF THE                           Management    For         For
         REMUNERATION POLICY
S1       APPROVAL FOR THE REMUNERATION OF                      Management    For         For
         NON-EXECUTIVE DIRECTORS
S2       APPROVAL FOR THE COMPANY TO GRANT                     Management    For         For
         FINANCIAL ASSISTANCE IN TERMS OF
         SECTION 44 AND 45 OF THE ACT
S3       APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S4       APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S5       APPROVAL OF AMENDMENTS TO THE                         Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S6       APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S7       APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S8       APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S9       APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S10      APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S11      APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S12      APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S13      APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S14      APPROVAL OF AMENDMENT TO THE                          Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S15      AMENDMENT TO SCHEDULE 1 TO THE                        Management    For         For
         MEMORANDUM OF INCORPORATION
S16      ACQUISITION OF THE COMPANY'S OWN                      Management    For         For
         SHARES


CENTERRA GOLD INC.

SECURITY        152006102      MEETING TYPE Annual
TICKER SYMBOL   CAGDF          MEETING DATE 10-May-2013
ISIN            CA1520061021   AGENDA       933793742 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   IAN ATKINSON                                                    For         For
         2   RICHARD W. CONNOR                                               For         For
         3   RAPHAEL A. GIRARD                                               For         For
         4   KARYBEK U. IBRAEV                                               For         For
         5   STEPHEN A. LANG                                                 For         For
         6   JOHN W. LILL                                                    For         For
         7   AMANGELDY M. MURALIEV                                           For         For
         8   SHERYL K. PRESSLER                                              For         For
         9   TERRY V. ROGERS                                                 For         For
         10  BRUCE V. WALTER                                                 For         For
02       TO APPROVE THE APPOINTMENT OF KPMG                    Management    For         For
         LLP AS THE AUDITORS OF THE
         CORPORATION FOR THE ENSUING YEAR
         AND TO AUTHORIZE THE DIRECTORS OF
         THE CORPORATION TO FIX THE
         REMUNERATION TO BE PAID TO THE
         AUDITORS.


SEMAFO INC.

SECURITY        816922108      MEETING TYPE Annual
TICKER SYMBOL   SEMFF          MEETING DATE 13-May-2013
ISIN            CA8169221089   AGENDA       933785389 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   TERENCE F. BOWLES                                               For         For
         2   BENOIT DESORMEAUX                                               For         For
         3   JEAN LAMARRE                                                    For         For
         4   JOHN LEBOUTILLIER                                               For         For
         5   GILLES MASSON                                                   For         For
         6   LAWRENCE MCBREARTY                                              For         For
         7   TERTIUS ZONGO                                                   For         For
02       APPOINTMENT OF                                        Management    For         For
         PRICEWATERHOUSECOOPERS LLP AS
         AUDITORS OF THE CORPORATION FOR THE
         ENSUING YEAR AND AUTHORIZING THE
         DIRECTORS TO DETERMINE THEIR
         COMPENSATION.
03       ADVISORY RESOLUTION ON THE                            Management    For         For
         CORPORATION'S APPROACH TO EXECUTIVE
         COMPENSATION.


ANGLOGOLD ASHANTI LIMITED

SECURITY        035128206      MEETING TYPE Annual
TICKER SYMBOL   AU             MEETING DATE 13-May-2013
ISIN            US0351282068   AGENDA       933806183 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
O1       RE-APPOINTMENT OF ERNST & YOUNG INC.                  Management    For         For
         AS AUDITORS OF THE COMPANY
O2       ELECTION OF MR MJ KIRKWOOD AS A                       Management    For         For
         DIRECTOR
O3       ELECTION OF MR AM O'NEILL AS A                        Management    For         For
         DIRECTOR
O4       RE-ELECTION OF MR S VENKATAKRISHNAN                   Management    For         For
         AS A DIRECTOR
O5       APPOINTMENT OF PROF LW NKUHLU AS A                    Management    For         For
         MEMBER OF THE AUDIT AND CORPORATE
         GOVERNANCE COMMITTEE OF THE
         COMPANY
O6       APPOINTMENT OF MR MJ KIRKWOOD AS A                    Management    For         For
         MEMBER OF THE AUDIT AND CORPORATE
         GOVERNANCE COMMITTEE OF THE
         COMPANY
O7       APPOINTMENT OF MR R GASANT AS A                       Management    For         For
         MEMBER OF THE AUDIT AND CORPORATE
         GOVERNANCE COMMITTEE OF THE
         COMPANY
O8       APPOINTMENT OF MS NP JANUARY-BARDILL                  Management    For         For
         AS A MEMBER OF THE AUDIT AND
         CORPORATE GOVERNANCE COMMITTEE OF
         THE COMPANY
O9       GENERAL AUTHORITY TO DIRECTORS TO                     Management    For         For
         ALLOT AND ISSUE ORDINARY SHARES
O10      GENERAL AUTHORITY TO DIRECTORS TO                     Management    For         For
         ISSUE FOR CASH, THOSE ORDINARY
         SHARES PLACED UNDER THE CONTROL OF
         THE DIRECTORS IN TERMS OF ORDINARY
         RESOLUTION NUMBER 9
11       ENDORSEMENT OF THE ANGLOGOLD                          Management    For         For
         ASHANTI REMUNERATION POLICY
S1       INCREASE IN NON-EXECUTIVE DIRECTORS'                  Management    For         For
         FEES
S2       INCREASE IN NON-EXECUTIVE DIRECTORS'                  Management    For         For
         COMMITTEE FEES
S3       ACQUISITION OF COMPANY'S SHARES                       Management    For         For
S4       APPROVAL TO GRANT FINANCIAL                           Management    For         For
         ASSISTANCE IN TERMS OF SECTIONS 44
         AND 45


SIBANYE GOLD

SECURITY        825724206      MEETING TYPE Annual
TICKER SYMBOL   SBGL           MEETING DATE 13-May-2013
ISIN            US8257242060   AGENDA       933806210 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        RE-APPOINTMENT OF AUDITORS                            Management    For         For
2        RE-ELECTION OF A DIRECTOR: TJ CUMMING                 Management    For         For
3        RE-ELECTION OF A DIRECTOR: BE DAVISON                 Management    For         For
4        RE-ELECTION OF A DIRECTOR: NG NIKA                    Management    For         For
5        RE-ELECTION OF A DIRECTOR: SC VAN DER                 Management    For         For
         MERWE
6        RE-ELECTION OF A MEMBER AND CHAIR OF                  Management    For         For
         THE AUDIT COMMITTEE: KA RAYNER
7        RE-ELECTION OF A MEMBER OF THE AUDIT                  Management    For         For
         COMMITTEE: RP MENELL
8        ELECTION OF A MEMBER OF THE AUDIT                     Management    For         For
         COMMITTEE: NG NIKA
9        ELECTION OF A MEMBER OF THE AUDIT                     Management    For         For
         COMMITTEE: SC VAN DER MERWE
10A      APPROVAL FOR THE ISSUE OF AUTHORISED                  Management    For         For
         BUT UNISSUED ORDINARY SHARES
10B      ADVISORY ENDORSEMENT OF THE                           Management    For         For
         REMUNERATION POLICY
11       APPROVAL FOR THE AMENDMENT OF RULE                    Management    For         For
         5.1.1 OF THE SIBANYE GOLD LIMITED 2013
         SHARE PLAN
12       APPROVAL FOR THE AMENDMENT OF RULE                    Management    For         For
         5.2.1 OF THE SIBANYE GOLD LIMITED 2013
         SHARE PLAN
S1       APPROVAL OF THE REMUNERATION OF                       Management    For         For
         NON-EXECUTIVE DIRECTORS
S2       APPROVAL FOR THE COMPANY TO GRANT                     Management    For         For
         FINANCIAL ASSISTANCE IN TERMS OF
         SECTION 44 AND 45 OF THE ACT
S3       APPROVAL OF AMENDMENTS TO THE                         Management    For         For
         EXISTING MEMORANDUM OF
         INCORPORATION
S4       ACQUISITION OF THE COMPANY'S OWN                      Management    For         For
         SHARES


ROMARCO MINERALS INC.

SECURITY        775903206      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   RTRAF          MEETING DATE 15-May-2013
ISIN            CA7759032062   AGENDA       933804660 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   DIANE R. GARRETT                                                For         For
         2   JAMES R. ARNOLD                                                 For         For
         3   LEENDERT G. KROL                                                For         For
         4   ROBERT (DON) MACDONALD                                          For         For
         5   JOHN O. MARSDEN                                                 For         For
         6   PATRICK MICHAELS                                                For         For
         7   ROBERT VAN DOORN                                                For         For
         8   GARY A. SUGAR                                                   For         For
02       APPOINTMENT OF                                        Management    For         For
         PRICEWATERHOUSECOOPERS LLP AS
         AUDITORS OF THE COMPANY FOR THE
         ENSUING YEAR AND AUTHORIZING THE
         DIRECTORS TO FIX THEIR REMUNERATION.
03       TO CONSIDER AND IF DEEMED FIT, PASS AN                Management    For         For
         ORDINARY RESOLUTION APPROVING THE
         AMENDED AND RESTATED STOCK OPTION
         PLAN OF THE COMPANY.


CENTAMIN PLC

SECURITY        G2055Q105      MEETING TYPE Annual
TICKER SYMBOL   CELTF          MEETING DATE 23-May-2013
ISIN            JE00B5TT1872   AGENDA       933815055 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO RECEIVE AND ADOPT THE COMPANY'S                    Management    For         For
         ANNUAL ACCOUNTS FOR THE FINANCIAL
         YEAR ENDED DECEMBER 31, 2012
         TOGETHER WITH THE DIRECTORS' REPORT
         AND THE AUDITOR'S REPORT ON THOSE
         ACCOUNTS
02       TO RECEIVE AND APPROVE THE                            Management    For         For
         DIRECTORS' REMUNERATION REPORT
         (WHICH FORMS PART OF THE DIRECTORS'
         REPORT), FOR THE FINANCIAL YEAR ENDED
         DECEMBER 31, 2012
3A       TO RE-ELECT JOSEF EL-RAGHY                            Management    For         For
3B       TO RE-ELECT TREVOR SCHULTZ                            Management    For         For
3C       TO RE-ELECT GORDON EDWARD HASLAM                      Management    For         For
3D       TO RE-ELECT PROFESSOR G. ROBERT                       Management    For         For
         BOWKER
3E       TO RE-ELECT MARK ARNESEN                              Management    For         For
3F       TO RE-ELECT MARK BANKES                               Management    For         For
3G       TO RE-ELECT KEVIN TOMLINSON                           Management    For         For
4A       TO RE-APPOINT DELOITTE LLP AS THE                     Management    For         For
         COMPANY'S AUDITORS TO HOLD OFFICE
         FROM THE CONCLUSION OF THIS MEETING
         UNTIL THE CONCLUSION OF THE NEXT
         ANNUAL GENERAL MEETING AT WHICH
         ACCOUNTS ARE LAID BEFORE THE
         COMPANY
4B       TO AUTHORISE THE DIRECTORS TO AGREE                   Management    For         For
         THE REMUNERATION OF THE AUDITORS
05       TO INCREASE THE MAXIMUM AGGREGATE                     Management    For         For
         AMOUNT OF FEES PAYABLE TO DIRECTORS
         TO 600,000
06       TO AUTHORIZE THE DIRECTORS TO ALLOT                   Management    For         For
         RELEVANT SECURITIES
07       TO DISPLAY THE PRE-EMPTIVE RIGHTS                     Management    Against     Against
         UNDER THE COMPANY'S ARTICLES IN
         RESPECT OF THE ALLOTMENT OF EQUITY
         SECURITIES FOR CASH
08       TO AUTHORIZE THE COMPANY TO MAKE                      Management    For         For
         MARKET PURCHASES OF ITS OWN SHARES.


HOCHSCHILD MINING PLC, LONDON

SECURITY        G4611M107      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 30-May-2013
ISIN            GB00B1FW5029   AGENDA       704422891 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1        To receive the audited accounts of the Company        Management    For         For
         for the year ended 31-Dec-12
2        To approve the 2012 Directors' Remuneration           Management    For         For
         Report
3        To approve the final dividend                         Management    For         For
4        To re-elect Graham Birch as a Director of the         Management    For         For
         Company
5        To elect Enrico Bombieri as a Director of the         Management    For         For
         Company
6        To re-elect Jorge Born Jr. as a Director of the       Management    For         For
         Company
7        To re-elect Ignacio Bustamante as a Director of       Management    For         For
         the Company
8        To re-elect Roberto Danino as a Director of the       Management    For         For
         Company
9        To re-elect Sir Malcolm Field as a Director of the    Management    For         For
         Company
10       To re-elect Eduardo Hochschild as a Director of       Management    For         For
         the Company
11       To re-elect Nigel Moore as a Director of the          Management    For         For
         Company
12       To re-elect Rupert Pennant-Rea as a Director of       Management    For         For
         the Company
13       To re-elect Fred Vinton as a Director of the          Management    For         For
         Company
14       To re-appoint Ernst and Young LLP as auditors         Management    For         For
15       To authorise the Audit Committee to set the           Management    For         For
         auditors' remuneration
16       To authorise the Directors to allot shares            Management    For         For
17       To disapply statutory pre-emption rights              Management    Against     Against
18       To authorise the Company to make market               Management    For         For
         purchases of its own shares
19       To authorise general meetings other than Annual       Management    For         For
         General Meetings to be called on not less than
         14 clear days' notice


GOLDEN QUEEN MINING CO. LTD.

SECURITY        38115J100      MEETING TYPE Annual
TICKER SYMBOL   GQMNF          MEETING DATE 30-May-2013
ISIN            CA38115J1003   AGENDA       933829395 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       TO SET THE NUMBER OF DIRECTORS AT                     Management    For         For
         FIVE.
02       DIRECTOR                                              Management
         1   H. LUTZ KLINGMANN                                               For         For
         2   THOMAS CLAY                                                     For         For
         3   BRYAN COATES                                                    For         For
         4   GUY LE BEL                                                      For         For
         5   BERNARD GUARNERA                                                For         For
03       APPOINTMENT OF BDO CANADA LLP AS                      Management    For         For
         AUDITORS OF THE COMPANY FOR THE
         ENSUING YEAR AND AUTHORIZING THE
         DIRECTORS TO FIX THEIR REMUNERATION.
04       TO APPROVE, ON AN ADVISORY BASIS, THE                 Management    For         For
         COMPENSATION OF THE COMPANY'S
         NAMED EXECUTIVE OFFICERS AS
         DISCLOSED IN THE COMPANY'S PROXY
         STATEMENT DATED APRIL 29, 2013.
05       TO APPROVE, ON AN ADVISORY BASIS, THE                 Management    For         For
         FREQUENCY OF HOLDING FUTURE
         ADVISORY VOTES ON THE COMPENSATION
         OF THE COMPANY'S NAMED EXECUTIVE
         OFFICERS.
06       TO APPROVE THE COMPANY'S 2013 STOCK                   Management    Against     Against
         OPTION PLAN.
07       TO GRANT THE PROXYHOLDER AUTHORITY                    Management    Against     Against
         TO VOTE AT HIS/HER DISCRETION ON ANY
         AMENDMENT OR VARIATION TO THE
         PREVIOUS RESOLUTIONS OR ANY OTHER
         MATTER THAT MAY BE PROPERLY
         BROUGHT BEFORE THE SAID MEETING OR
         ANY ADJOURNMENT THEREOF.


CONTINENTAL GOLD LIMITED

SECURITY        G23850103      MEETING TYPE Annual
TICKER SYMBOL   CGOOF          MEETING DATE 07-Jun-2013
ISIN            BMG238501032   AGENDA       933824458 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1A       ELECTION OF DIRECTORS: ROBERT W.                      Management    For         For
         ALLEN
1B       ARI B. SUSSMAN                                        Management    For         For
1C       GARY P. BARKET                                        Management    For         For
1D       JAIME I. GUTIERREZ                                    Management    For         For
1E       PAUL J. MURPHY                                        Management    For         For
1F       LEON TEICHER                                          Management    For         For
1G       KENNETH G. THOMAS                                     Management    For         For
1H       TIMOTHY A. WARMAN                                     Management    For         For
02       RESOLUTION APPROVING THE                              Management    For         For
         APPOINTMENT OF
         PRICEWATERHOUSECOOPERS LLP AS THE
         AUDITORS OF THE COMPANY AND
         AUTHORIZING THE DIRECTORS TO FIX
         THEIR REMUNERATION.
03       RESOLUTION APPROVING CERTAIN                          Management    Against     Against
         AMENDMENTS TO THE COMPANY'S BY-
         LAWS TO ADD ADVANCE NOTICE
         REQUIREMENTS FOR NOMINATIONS OF
         DIRECTORS BY SHAREHOLDERS IN
         CERTAIN CIRCUMSTANCES.


COMPANIA DE MINAS BUENAVENTURA S.A.

SECURITY        204448104      MEETING TYPE Special
TICKER SYMBOL   BVN            MEETING DATE 07-Jun-2013
ISIN            US2044481040   AGENDA       933840565 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1.       APPROVE THE COMPANY'S FINANCING                       Management    For
         OPERATIONS, INCLUDING BUT NOT LIMITED
         TO THE PLACEMENT AND ISSUANCE OF
         OBLIGATIONS, THE OBTAINMENT OF LOANS
         AND CREDIT FACILITIES AND/OR THE
         INCURRENCE OF INDEBTEDNESS, AS WELL
         AS THE DELEGATION OF POWER TO THE
         BOARD TO APPROVE ALL AGREEMENTS,
         INDENTURES, AMENDMENTS,
         SUPPLEMENTS, NOTES, INSTRUMENTS AND
         OTHER DOCUMENTS DEEMED NECESSARY.


ALACER GOLD CORP.

SECURITY        010679108      MEETING TYPE Special
TICKER SYMBOL   ALIAF          MEETING DATE 11-Jun-2013
ISIN            CA0106791084   AGENDA       933817718 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   TIMOTHY J. HADDON                                               For         For
         2   DAVID F. QUINLIVAN                                              For         For
         3   JAN A. CASTRO                                                   For         For
         4   STEPHANIE J. UNWIN                                              For         For
         5   EDWARD C. DOWLING, JR.                                          For         For
         6   ROHAN I. WILLIAMS                                               For         For
         7   RICHARD P. GRAFF                                                For         For
02       TO APPOINT PRICEWATERHOUSECOOPERS                     Management    For         For
         LLP AS AUDITORS AND TO AUTHORIZE THE
         DIRECTORS TO FIX THE REMUNERATION TO
         BE PAID TO THEM:
03       THE RESOLUTION RATIFYING, CONFIRMING                  Management    Against     Against
         AND APPROVING THE ADOPTION OF THE
         AMENDED AND RESTATED SHAREHOLDER
         RIGHTS PLAN AGREEMENT, A COPY OF
         WHICH IS SET FORTH IN THE
         ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR OF THE
         CORPORATION.


DULUTH METALS LIMITED

SECURITY        26443R100      MEETING TYPE Annual
TICKER SYMBOL   DULMF          MEETING DATE 13-Jun-2013
ISIN            CA26443R1001   AGENDA       933824357 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   CHRISTOPHER C. DUNDAS                                           For         For
         2   ALAR SOEVER                                                     For         For
         3   JAMES J. JACKSON                                                For         For
         4   BARRY D. SIMMONS                                                For         For
         5   THOMAS PUGSLEY                                                  For         For
         6   MARK D. COWAN                                                   For         For
         7   JOHN SATTLER                                                    For         For
         8   EDWARD SMITH                                                    For         For
02       THE APPOINTMENT OF AUDITORS AND THE                   Management    For         For
         AUTHORIZATION OF THE DIRECTORS TO FIX
         THE AUDITORS' REMUNERATION AS SET
         FORTH IN ITEM 12 "APPOINTMENT AND
         REMUNERATION OF AUDITORS" IN THE
         MANAGEMENT INFORMATION CIRCULAR.


MAG SILVER CORP.

SECURITY        55903Q104      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   MVG            MEETING DATE 18-Jun-2013
ISIN            CA55903Q1046   AGENDA       933835312 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   DANIEL T. MACINNIS                                              For         For
         2   JONATHAN A. RUBENSTEIN                                          For         For
         3   ERIC H. CARLSON                                                 For         For
         4   RICHARD M. COLTERJOHN                                           For         For
         5   DEREK C. WHITE                                                  For         For
         6   PETER K. MEGAW                                                  For         For
         7   FRANK R. HALLAM                                                 For         For
         8   RICHARD P. CLARK                                                For         For
         9   PETER D. BARNES                                                 For         For
02       TO APPOINT DELOITTE LLP AS AUDITORS                   Management    For         For
         OF THE COMPANY FOR THE ENSUING YEAR
         AND TO AUTHORIZE THE DIRECTORS TO FIX
         THEIR REMUNERATION.
03       TO APPROVE THE CONTINUATION OF THE                    Management    Against     Against
         SHAREHOLDER RIGHTS PLAN.


TOREX GOLD RESOURCES INC.

SECURITY        891054207      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   TORXF          MEETING DATE 19-Jun-2013
ISIN            CA8910541082   AGENDA       933836845 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   FRED STANFORD                                                   For         For
         2   MICHAEL MURPHY                                                  For         For
         3   A. TERRANCE MACGIBBON                                           For         For
         4   DAVID FENNELL                                                   For         For
         5   ANDREW ADAMS                                                    For         For
         6   FRANK DAVIS                                                     For         For
         7   JAMES CROMBIE                                                   For         For
02       APPOINTMENT OF KPMG LLP AS AUDITORS                   Management    For         For
         OF THE COMPANY FOR THE ENSUING YEAR
         AND AUTHORIZING THE DIRECTORS TO FIX
         THEIR REMUNERATION.
03       RATIFICATION AND CONFIRMATION OF AN                   Management    Against     Against
         AMENDMENT TO THE COMPANY'S BY-LAWS
         TO ADD AN ADVANCE NOTICE
         REQUIREMENT FOR NOMINATIONS OF
         DIRECTORS BY SHAREHOLDERS IN
         CERTAIN CIRCUMSTANCES, AS MORE
         PARTICULARLY DESCRIBED IN THE
         ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR.


TOREX GOLD RESOURCES INC.

SECURITY        891054108      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   TORXF          MEETING DATE 19-Jun-2013
ISIN            CA8910541082   AGENDA       933836845 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   FRED STANFORD                                                   For         For
         2   MICHAEL MURPHY                                                  For         For
         3   A. TERRANCE MACGIBBON                                           For         For
         4   DAVID FENNELL                                                   For         For
         5   ANDREW ADAMS                                                    For         For
         6   FRANK DAVIS                                                     For         For
         7   JAMES CROMBIE                                                   For         For
02       APPOINTMENT OF KPMG LLP AS AUDITORS                   Management    For         For
         OF THE COMPANY FOR THE ENSUING YEAR
         AND AUTHORIZING THE DIRECTORS TO FIX
         THEIR REMUNERATION.
03       RATIFICATION AND CONFIRMATION OF AN                   Management    Against     Against
         AMENDMENT TO THE COMPANY'S BY-LAWS
         TO ADD AN ADVANCE NOTICE
         REQUIREMENT FOR NOMINATIONS OF
         DIRECTORS BY SHAREHOLDERS IN
         CERTAIN CIRCUMSTANCES, AS MORE
         PARTICULARLY DESCRIBED IN THE
         ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR.


NORTHERN DYNASTY MINERALS LTD.

SECURITY        66510M204      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   NAK            MEETING DATE 19-Jun-2013
ISIN            CA66510M2040   AGENDA       933839752 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       DIRECTOR                                              Management
         1   SCOTT D. COUSENS                                                For         For
         2   ROBERT A. DICKINSON                                             For         For
         3   GORDON J. FRETWELL                                              For         For
         4   RUSSELL E. HALLBAUER                                            For         For
         5   WAYNE KIRK                                                      For         For
         6   PETER MITCHELL                                                  For         For
         7   STEPHEN V. SCOTT                                                For         For
         8   MARCHAND SNYMAN                                                 For         For
         9   RONALD W. THIESSEN                                              For         For
02       APPOINTMENT OF DELOITTE LLP,                          Management    For         For
         INDEPENDENT REGISTERED CHARTERED
         ACCOUNTANTS AS AUDITORS OF THE
         COMPANY FOR THE ENSUING YEAR AND
         AUTHORIZING THE DIRECTORS TO FIX
         THEIR REMUNERATION.
03       TO CONSIDER AND IF THOUGHT ADVISABLE,                 Management    Against     Against
         TO APPROVE AN ORDINARY RESOLUTION
         AUTHORIZING AN ALTERATION OF THE
         COMPANY'S ARTICLES TO INCLUDE
         ADVANCE NOTICE PROVISIONS AS SET
         FORTH IN THE ACCOMPANYING
         INFORMATION CIRCULAR.
04       TO APPROVE WITH OR WITHOUT                            Management    Against     Against
         VARIATION, A RESOLUTION, THE FULL TEXT
         OF WHICH IS SET FORTH IN THE
         ACCOMPANYING INFORMATION CIRCULAR,
         AUTHORIZING THE ADOPTION OF A NEW
         SHAREHOLDER RIGHTS PLAN AGREEMENT
         AND ITS THREE YEAR CONTINUATION.


GOLD RESOURCE CORPORATION

SECURITY        38068T105      MEETING TYPE Annual
TICKER SYMBOL   GORO           MEETING DATE 20-Jun-2013
ISIN            US38068T1051   AGENDA       933812782 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1.       DIRECTOR                                              Management
         1   WILLIAM W. REID                                                 For         For
         2   JASON D. REID                                                   For         For
         3   BILL M. CONRAD                                                  For         For
         4   TOR FALCK                                                       For         For
         5   GARY C. HUBER                                                   For         For
         6   ROBERT C. MUFFLY                                                For         For
2.       PROPOSAL TO RATIFY KPMG LLP AS                        Management    For         For
         INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR 2013.


WITWATERSRAND CONSOLIDATED GOLD RESOURCES       LI

SECURITY        S98297104      MEETING TYPE Annual General Meeting
TICKER SYMBOL                  MEETING DATE 26-Jun-2013
ISIN            ZAE000079703   AGENDA       704617250 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
CMMT     PLEASE NOTE THAT THIS IS AN                           Non-Voting
         AMENDMENT TO MEETING ID 198163 DUE TO
         CHANGE IN RE-CORD DATE. ALL VOTES
         RECEIVED ON THE PREVIOUS MEETING
         WILL BE DISREGARDED AND-YOU WILL
         NEED TO REINSTRUCT ON THIS MEETING
         NOTICE. THANK YOU.
1.O.1    Receive and adopt the financial statements            Management    For         For
2.O.2    Ratify the re-appointment and remuneration of         Management    For         For
         auditors: KPMG Inc (J Le Roux-designated audit
         partner)
3.O.3    Re-appointment of director-DM Urquhart                Management    For         For
4.O.4    Re-appointment of director-GM Wilson                  Management    For         For
5.O.5    Re-appointment of director-Dr HLM Mathe               Management    For         For
6.O.6    Appointment of GM Wilson as chairperson and           Management    For         For
         member of the audit committee
7.O.7    Appointment of KV Dicks as member of the audit        Management    For         For
         committee
8.O.8    Appointment of Dr HLM Mathe as member of the          Management    For         For
         audit committee
9.O.9    General authority for board of directors to issue     Management    For         For
         unissued shares
10O10    General authority for board of directors to issue     Management    For         For
         shares for cash
11O11    Endorsement of the remuneration philosophy            Management    For         For
12S.1    Pre-approval of remuneration of non-executive         Management    For         For
         directors
13S.2    Amendment to the Company's memorandum of              Management    For         For
         incorporation: Articles 5.1.4.1 and 5.1.5


COMSTOCK MINING INC

SECURITY        205750102      MEETING TYPE Annual
TICKER SYMBOL   LODE           MEETING DATE 27-Jun-2013
ISIN            US2057501023   AGENDA       933812453 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
1.       DIRECTOR                                              Management
         1   JOHN V. WINFIELD                                                For         For
         2   CORRADO DEGASPERIS                                              For         For
         3   DANIEL W. KAPPES                                                For         For
         4   WILLIAM J. NANCE                                                For         For
         5   ROBERT A. RESEIGH                                               For         For
2.       THE PROPOSAL TO RATIFY THE                            Management    For         For
         APPOINTMENT OF DELOITTE & TOUCHE LLP
         AS THE COMPANY'S INDEPENDENT
         REGISTERED PUBLIC ACCOUNTING FIRM
         FOR THE FISCAL YEAR ENDING DECEMBER
         31, 2013.
3.       THE PROPOSAL TO APPROVE THE NON-                      Management    Abstain     Against
         BINDING ADVISORY RESOLUTION RELATING
         TO THE COMPENSATION OF OUR NAMED
         EXECUTIVE OFFICERS.
4.       THE PROPOSAL TO RECOMMEND, BY NON-                    Management    Abstain     Against
         BINDING ADVISORY VOTE, THE FREQUENCY
         OF THE SHAREHOLDER VOTES ON
         EXECUTIVE COMPENSATION.


DALRADIAN RESOURCES INC.

SECURITY        235499100      MEETING TYPE Annual and Special Meeting
TICKER SYMBOL   DRLDF          MEETING DATE 27-Jun-2013
ISIN            CA2354991002   AGENDA       933842610 - Management



                                                                                         FOR/AGAINST
ITEM     PROPOSAL                                              TYPE          VOTE        MANAGEMENT
------   ---------------------------------------------------   -----------   ---------   -----------
                                                                             
01       THE APPOINTMENT OF KPMG LLP,                          Management    For         For
         CHARTERED ACCOUNTANTS, AS THE
         AUDITORS OF THE COMPANY FOR THE
         ENSUING YEAR AND THE AUTHORIZATION
         OF THE DIRECTORS TO FIX THEIR
         REMUNERATION SET FORTH IN THE
         ACCOMPANYING MANAGEMENT
         INFORMATION CIRCULAR OF THE COMPANY
         DATED MAY 14, 2013 (THE "INFORMATION
         CIRCULAR").
02       DIRECTOR                                              Management
         1   PATRICK F.N. ANDERSON                                           For         For
         2   THOMAS J. OBRADOVICH                                            For         For
         3   ARI B. SUSSMAN                                                  For         For
         4   SEAN E.O. ROOSEN                                                For         For
         5   COLIN K. BENNER                                                 For         For
         6   RONALD P. GAGEL                                                 For         For
         7   JONATHAN RUBENSTEIN                                             For         For
         8   D. GRENVILLE THOMAS                                             For         For
03       THE APPROVAL OF ALL UNALLOCATED                       Management    For         For
         OPTIONS UNDER THE COMPANY'S STOCK
         OPTION PLAN.
04       THE RATIFICATION AND CONFIRMATION OF                  Management    For         For
         THE ISSUANCE OF AN AGGREGATE OF
         225,000 OPTIONS TO PURCHASE COMMON
         SHARES TO AN EMPLOYEE OF THE
         COMPANY.
05       THE RATIFICATION AND CONFIRMATION OF                  Management    Against     Against
         AN AMENDMENT TO THE COMPANY'S BY-
         LAW NO. 1A TO ADD AN ADVANCE NOTICE
         REQUIREMENT FOR NOMINATIONS OF
         DIRECTORS BY SHAREHOLDERS IN
         CERTAIN CIRCUMSTANCES, AS MORE
         PARTICULARLY DESCRIBED IN THE
         ACCOMPANYING INFORMATION CIRCULAR.




                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant Gabelli Gold Fund, Inc.


By (Signature and Title)* /s/ Bruce N. Alpert
                          ----------------------------------------------
                          Bruce N. Alpert, Principal Executive Officer

Date 8/6/13

*    Print the name and title of each signing officer under his or her
     signature.