RAMELIUS RESOURCES LIMITED — AGM Information 2014

Sep 25, 2014

26 September 2014 For Immediate Release

2014 Annual Report, Notice of Annual General Meeting and Proxy Form

Attached is an electronic copy of the Ramelius Resources Limited 2014 Annual Report together with the Notice of Annual General Meeting and Proxy Form which are being sent to shareholders today.

26 September 2014

ISSUED CAPITAL

Ordinary Shares: 468M

DIRECTORS

CHAIRMAN: Robert Kennedy NON-EXECUTIVE DIRECTORS: Kevin Lines Michael Bohm CHIEF EXECUTIVE OFFICER: Mark Zeptner

www.rameliusresources.com.au info@rameliusresources.com.au

RAMELIUS RESOURCES LIMITED

Registered Office

Suite 4, 148 Greenhill Road Parkside, Adelaide South Australia 5063 Tel +61 8 8271 1999 Fax +61 8 8271 1988

Operations Office

Level 1, 130 Royal Street East Perth WA 6004 Tel 08 9202 1127 Fax 08 9202 1138

Dom Francese Company Secretary

Ramelius Resources Limited ACN 001 717 540

Suite 4, 148 Greenhill Road, Parkside SA 5063 PO Box 506, Unley SA 5061 Telephone (08) 8271 1999 Facsimile (08) 8271 1988

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ramelius Resources Limited (Company) will be held at Australian Institute of Management SA, Centre for Management Development, 180 Port Road Hindmarsh South Australia 5007 on Thursday 30 October 2014 at 11.00 am Adelaide time.

AGENDA

ORDINARY BUSINESS

$1.$ Address and presentation by Chairman and Chief Executive Officer

An address and presentation will be given by the Chairman and Chief Executive Officer.

$2.$ Annual Financial Report

To receive and consider the financial report and the directors' and auditor's reports for the year ended 30 June 2014.

The Ramelius Resources Limited 2014 Annual Report is now available at: http://www.rameliusresources.com.au under "Reports" and "Annual Reports".

3. Adoption of Remuneration Report

To consider, and if thought fit, pass the following non-binding resolution as an ordinary resolution:

"That the Remuneration Report required by section 300A of the Corporations Act 2001, as contained in the Company's Directors Report for the year ended 30 June 2014 is adopted."

Voting Exclusion

The Company will disregard any votes cast in relation to this resolution:

• by or on behalf of a member of the key management personnel (KMP), named in the Company's Remuneration Report or their closely related parties, regardless of the capacity in which the vote is cast; or
• as a proxy by a person who is a member of the KMP or their closely related parties.

However, the Company will not disregard a vote if the vote is cast as proxy for a person entitled to vote in the respect of this resolution:

in accordance with the directors on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Re-election of Mr Michael Andrew Bohm $\overline{4}$ .

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Michael Andrew Bohm, being a director of the Company who retires pursuant to clause 47 of the Company's constitution, and being eligible, is re-elected as a director of the Company."

A summary of Mr Bohm's qualifications and experience is set out in the explanatory memorandum accompanying the notice convening this meeting.

SPECIAL BUSINESS

Ratification of the previous issue in July 2014 of 32,307,693 Shares and $5₁$ 16,153,849 Options

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 32,307,693 fully paid ordinary shares at \$0.065 per fully paid ordinary share and 16,153,849 options exercisable at \$0.12 each on or before 1 August 2015 on 3 July 2014 be approved."

Voting Exclusion

The Company will disregard any votes cast in relation to this resolution by or on behalf of a person who participated in the issue and any associate of those persons. However, in respect of this resolution, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in $\bullet$ accordance with the directions on the Proxy Form; or
• it is cast by the Chairman of the meeting as a proxy for a person who is $\bullet$ entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

OTHER BUSINESS

1. To transact any further business that may be lawfully brought forward.

Further information regarding the business to be transacted at the Annual General Meeting is set out in the accompanying explanatory memorandum. This notice should be read in conjunction with the accompanying explanatory memorandum, which forms part of this notice.

By Order of the Board

. . . . . . . . . . . . . . . . . . . .

Dom Francese Company Secretary

26 September 2014

611070

EXPLANATORY MEMORANDUM ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON THURSDAY 30 OCTOBER 2014

ADDRESS AND PRESENTATION $\mathbf{1}$

The Chairman and Chief Executive Officer will address the meeting and make a presentation.

2. ANNUAL FINANCIAL REPORT

The Annual Financial Report together with the Directors' and Auditor's Reports will be laid before the meeting in accordance with section 317 of the Corporations Act 2001. Members will be given the opportunity to ask questions or make comments about the management of the Company and may also ask questions of the Auditor's representative relevant to the conduct of the audit and the preparation and content of the Auditor's report.

3. ADOPTION OF REMUNERATION REPORT

In accordance with section 250R of the Corporations Act 2001, the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 30 June 2014.

The Remuneration Report is a distinct section of the Directors' Report that deals with the remuneration of directors and key management personnel of the Company and can be located on pages 56 to 67 of the 2014 Annual Report and also on the Company's website at http://www.rameliusresources.com.au under "Reports" and "Annual Reports".

The Remuneration Report includes details of total remuneration of directors and key management personnel of the Company, the components of total remuneration and the Company's policy for determining the nature and amounts of remuneration of directors and key management personnel. Total remuneration paid during the year ended 30 June 2014 included termination benefits paid to two key management personnel, Mr Ian Gordon and Mr Mike Casey. Mr Gordon ceased employment as Managing Director and Chief Executive Officer on 10 June 2014 and Mr Casey ceased employment as a senior manager on 11 October 2013. Apart from statutory annual leave entitlements, termination benefits of 12 months remuneration (calculated by reference to the average annual base salary for the 3 years immediately before termination) paid to Mr Gordon and 6 months base salary paid to Mr Casey were in accordance with contractual obligations of the Company under service agreements with the relevant executives.

Although the vote on this resolution is advisory only, and does not bind the directors or the Company, the discussion on this resolution and the outcome of the vote will be taken into consideration by the directors when considering the remuneration arrangements of the Company.

Shareholders will be given a reasonable opportunity at the meeting to ask questions about or make comments on the Remuneration Report.

The Directors recommend shareholders vote in favour of adopting the Remuneration Report.

$4.$ RE-ELECTION OF MR MICHAEL ANDREW BOHM

At the date of the Annual General Meeting of members the Board of directors of the Company comprises three directors. Of these, one is required by the Company's constitution to retire at the meeting.

Mr Bohm is to retire and being eligible, offers himself for re-election by members at the Annual General Meeting. A brief summary of Mr Bohm's experience follows. 611070

Michael Andrew Bohm B.AppSc (Mining Eng.), MAusIMM, MAICD.

Mr Bohm has been an independent non-executive director of Ramelius Resources Limited since 29 November 2012. He is an experienced mining professional with extensive corporate, project and operational management experience in the minerals industry in Australia, South East Asia, southern Africa, Chile, Canada and Europe. He is a graduate of the WA School of Mines and has worked as a mining engineer, mine manager, study manager, project manager, project director and managing director. He has been directly involved in a number of project developments in the gold, base metals and diamond sectors in both open pit and underground mining environments. The contribution of Mr Bohm to the Board is his extensive experience with mining operations and mine development in both Australia and overseas. Mr Bohm is Chairman of the Nomination and Remuneration Committee and a member of the Audit Committee.

Mr Bohm is a director of ASX-TSX listed company, Perseus Mining Limited (since 2009) and a former director of Herencia Resources PLC (2006 to 2013).

The Directors (with Mr Bohm abstaining) recommend shareholders vote in favour of the reelection of Mr Bohm.

RATIFICATION OF THE PREVIOUS ISSUE IN JULY 2014 OF 32,307,693 SHARES 5. AND 16.153.849 OPTIONS

The Company has issued 32,307,693 fully paid ordinary shares at \$0.065 per fully paid ordinary share and, for nil consideration, 16,153,849 options exercisable at \$0.12 each on or before 1 August 2015 in a placement to sophisticated and professional investors.

These shares and options were issued on 3 July 2014. The shares were issued on the same terms and conditions as other existing ordinary shares in the Company quoted on the Australian Securities Exchange.

The funds raised by the placement were or will be used primarily for the acquisition of the high grade Kathleen Valley gold project (WA) from Xstrata Nickel Australasia Operations Pty Limited and Giralia Resources Pty Ltd, and to advance the Kathleen Valley and Vivien high grade gold projects.

ASX Listing Rule 7.1 provides that, except in limited circumstances, prior approval of shareholders is required for an issue of securities if the securities will, when agaregated with securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period.

The issue of the shares and options detailed in resolution 5 did not exceed the 15% limit referred to above.

ASX Listing Rule 7.4 provides that where a company ratifies an issue of securities, the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby refreshing the company's 15% capacity and enabling it to issue further securities up to that limit.

Resolution 5 proposes the ratification and approval of the allotment and issue of 32,307,693 shares and 16,153,849 options to sophisticated and professional investors for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

Listing Rule 14.9 requires the approval be given by an ordinary resolution of the Company.

The Directors recommend shareholders vote in favour of ratifying the placement made in July 2014.

VOTING INFORMATION AND NOTES

$1.$ Voting entitlement on a poll

On a poll, each shareholder present (in person, by proxy, attorney or representative) has one vote for each fully paid share they hold.

$\overline{2}$ Proxies

A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on the shareholder's behalf. If the shareholder is entitled to cast two or more votes at the meeting, the shareholder may appoint up to two proxies to attend and vote on the shareholder's behalf.

If a shareholder appoints two proxies, each proxy must be appointed to represent a specified proportion or number of the shareholder's votes. Absent this specification, on a poll, each proxy may exercise half the votes.

A proxy can be either an individual or a body corporate and need not be a shareholder of the Company. If a shareholder appoints a body corporate as proxy, the body corporate will need to appoint an individual as its corporate representative and provide satisfactory evidence of this appointment.

If a shareholder's instruction is to abstain from voting for a particular item of business, the shareholders' votes will not be counted in computing the required majority on a poll.

To appoint a proxy, a proxy form must be signed by the shareholder or the shareholder's attorney duly authorised in writing. If the shareholder is a corporation, the proxy form must be signed in accordance with section 127 of the Corporations Act. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the commencement of the meeting. Proxy form and authorities may be lodged:

• by post to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001, or;
• by hand delivery to Computershare at Level 5, 115 Grenfell Street, Adelaide SA 5000, or;
• by facsimile to Computershare on (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 or the Company on +61 8 8271 1988; or;
• electronically by casting votes online at www.investorvote.com.au and follow the prompts. To use this facility you will need your holder number (SRN or HIN), postcode and control number as shown on the proxy form. You will have been taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

Shareholders who forward their proxy forms by fax must make available the original executed form of the proxy for production at the meeting, if called upon to do so.

Chairman acting as proxy

Shareholders may appoint the Chairman of the meeting as their proxy.

Where the Chairman is appointed as a proxy by a shareholder entitled to cast a vote on a particular resolution and the proxy form specifies how the Chairman is to vote on the resolution (that is, a directed proxy), the Chairman must vote in accordance with that direction.

In respect of proxies where no voting direction has been given (undirected proxies). the Chairman intends to vote all available proxies in favour of each resolution.

In relation to resolution 3, if the shareholder has appointed the Chairman as their proxy and no voting direction has been given, the shareholder will be expressly authorising the Chairman to exercise the undirected proxy in respect of resolution 3 even though the resolution is connected with the remuneration of members of the KMP of the Company. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.

3. Custodian voting

For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions.

4. Entitlement to vote at the meeting

For the purpose of the meeting, shares in the Company will be taken to be held by those persons who are registered holders at 7.00 pm (Adelaide time) on Tuesday, 28 October 2014. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

5. Quorum

The Constitution of the Company provides that 10 shareholders present in person, by proxy, attorney or body corporate representative shall be a quorum for a general meeting of the Company.

6. Appointing a corporate representative

Corporate representatives are requested to bring appropriate evidence of appointments as a representative. Proof of identity will be required for corporate representatives.

$7.$ Appointment of an attorney

Attorneys are requested to bring a power of attorney pursuant to which they are appointed. Proof of identity will also be required for attorneys.

Ramelius Resources

Limited ABN 51 001 717 540

Lodge your vote:

Online: www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call: (within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online •

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote. •

Your access information that you will need to vote:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 11:00am (Adelaide time) on Tuesday 28 October 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

or turn over to complete the form GO ONLINE TO VOTE, Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Ramelius Resources Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

XX

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Ramelius Resources Limited to be held at Australian Institute of Management SA, Centre for Management Development, 180 Port Road, Hindmarsh, South Australia 5007 on Thursday, 30 October 2014 at 11:00am (Adelaide time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention below) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 3 by marking the appropriate box in step 2 below.

STEP 2	 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
	ORDINARY BUSINESS	For	Against	Abstain
	3. Adoption of Remuneration Report
	4. Re-election of Mr Michael Andrew Bohm
	SPECIAL BUSINESS
	5. Ratification of the previous issue in July 2014 of 32,307,693 Shares and 16,153,849 Options

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
Contact		Contact
Name		Daytime Telephone		Date	/	/

R A M E L I U S R E S O U R C E S L I M I T E D T W O T H O U S A N D & F O U R T E E N

A N N U A L R E P O R T

C O N T E N T S

Chairman's Report	1
Chief Executive Officer's Report	5
Review of Operations	6
Glossary of Terms	24
Native Title Statement	27
Diversity Statement	28
Corporate Governance Statement	30
Annual Financial Report	45
- Directors' Report	46
- Auditor's Independence Declaration	68
- Income Statement	69
- Statement of Comprehensive Income	70
- Statement of Financial Position	71
- Statement of Changes in Equity	72
- Statement of Cash Flows	73
- Notes to the Financial Statements	74
- Directors' Declaration	120
- Independent Auditor's Report	121
Shareholder Information	124
Corporate Directory	(Back Cover)

RA M ELIUS RES O URCES LIM I T ED ACN 001 717 540 ABN 51 001 717 540

A NNUA L GENERA L M EE T ING

The Annual General Meeting of Ramelius Resources Limited will be held at Australian Institute of Management SA, Centre for Management Development, 180 Port Road Hindmarsh South Australia 5007 on Thursday, 30 October 2014 at 11.00 am Adelaide time.

S TO CK EXCH A NGE

The Company is listed on the Australian Securities Exchange Limited.

A S X CO D E Shares: RMS Options: RMSO

Front Cover: Coogee open pit, February 2014

C H A I R M A N ' S R E P O R T

Dear fellow shareholders,

On behalf of the Board of Directors, I present to you the 2014 Annual Report of Ramelius Resources Limited.

Ramelius and the gold mining industry in general, experienced another difficult year with continued market volatility and reduced sentiment to gold producers. At the start of the financial year, the gold price was A\$1,352 and subsequently fluctuated between a high of approximately A\$1,590 and a low of A\$1,327, ending the year at A\$1,396. Despite this volatility, Ramelius was able to achieve an average gold sales price for the financial year of A\$1,404 per ounce compared to A\$1,558 per ounce in the previous year.

Gold sales generated a cash flow of \$130 million from 92,829 ounces of gold compared to gold sales of \$134 million from 86,284 ounces of gold in 2012/13. A loss before income tax of \$102.5 million was recorded for the year which was significantly impacted by non-cash impairment in the carrying value of assets (including capitalised development and exploration expenditure) totalling \$59.8 million and a write down of inventory by \$12.6 million.

Mining activities during the year were focussed on the:

• Mt Magnet Gold Project where the cutback operation on the Saturn pit reached the base of the previously mined pit;
• Western Queen South Open Pit where mining of high grade ore commenced in August 2013 and was successfully completed in March 2014;
• Coogee Open Pit where a six month mining campaign was successfully completed in February 2014 and which saw 147,401 tonnes mined at a grade of 4.32g/t.

Milling activities continued at two locations during the year. At the Company's Mt Magnet 'Checkers' processing plant, located at Mt Magnet in Western Australia, saw approximately 1.60 million tonnes of ore processed at a recovered average grade of 1.43g/t to produce 73,980 ounces of fine gold, a significant increase on the 58,370 ounces produced in the prior year from 1.62 million tonnes of ore at a recovered average grade of 1.12g/t.

At the Company's Burbanks processing plant, located near Coolgardie in Western Australia, approximately 131,000 tonnes of ore was processed at a recovered average grade of 4.48g/t to produce a total of 18,907 ounces of fine gold compared to 21,250 ounces from 169,000 tonnes of mainly Wattle Dam ore at a recovered average grade of 3.91g/t in the prior year.

In addition to the increased gold production outlined above, the Company has been actively progressing and pursuing new project development opportunities during the year, with an emphasis on high grade gold projects. After concluding a revised acquisition agreement with Gold Fields Limited, Ramelius obtained access to the high-grade Vivien Gold Project in October 2013 and the Company subsequently made a final payment to fully acquire the project in June 2014. In the coming year Ramelius expects to carry out access and development work at Vivien including initial site establishment and underground mine portal preparations.

Continuing the theme of pursuing high grade opportunities, Ramelius announced in June 2014 the successful acquisition from Xstrata/Giralia of the Kathleen Valley Gold Project, located only 50kms from the Vivien Project, for a total consideration of \$4.05 million. The Kathleen Valley acquisition has the potential to create overall cost reduction synergies given both the forecast high grade of its open pit ore and its very close proximity to the Vivien Project. These two high-grade project acquisitions demonstrate the Company's strategy of developing high yielding positive cash flow projects, leveraging off the economies of scale provided by the processing capacity and skill set available at Mt Magnet.

At the end of the financial year Mineral Resources were estimated to be 28.7 Mt at 2.4 g/t Au for 2.25 M ounces of gold - a 14% improvement in overall grade from 30 June 2013.

Ore Reserves at 30 June 2014 were estimated to be 5.58 Mt at 2.4 g/t Au for 427,000 ounces of gold which represents a significant 33% improvement in overall grade from 30 June 2013.

C H A I R M A N ' S R E P O R T

On the Exploration front, whilst mindful of the requirement for prudence given the gold price environment, the Company has been cost effectively advancing a number of exciting exploration opportunities in Australia. In addition to the exploration upside evident at Vivien, Vivien Gem and Kathleen Valley, our exploration team is progressing work in the Fraser Range of WA, in Queensland and in the Northern Territory. We retain high hopes for exploration success in all these opportunities.

At the end of the financial year we transitioned from Mr Ian Gordon as Managing Director to Mr Mark Zeptner as our new CEO. Ian has managed the Company in difficult times for the gold industry and I acknowledge his significant efforts over his period as Managing Director. Mark has commenced in the role with enthusiasm and conviction, continuing the work to build the company into a successful gold producer. In a recent presentation by Mark at Diggers and Dealers he made it clear that we have production assets, development assets and exploration assets that have the potential to be game changers for the company.

Together with Mark, your Directors will continue to look for new opportunities to further build on this strategy.

I thank our team of dedicated employees for their ongoing efforts during the year and I also thank you, our shareholders, for your continued support.

B O B K E N N E D Y Chairman

C H I E F E X E C U T I V E O F F I C E R ' S R E P O R T

Dear Shareholders,

During 2013-14 your company again endured challenging conditions for the gold industry but was able to make a number of significant achievements that are expected to re-position the Company in the coming year.

The gold price stabilised somewhat following its structural contraction in April 2013 and managed to average slightly above A\$1,400 per ounce for the 2013-14 financial year. This continued to have a marked effect on the industry's margins and subsequently, the share prices of gold miners and developers. To combat this situation, Ramelius made a number of changes to its Western Australian-based gold mining, development and exploration operations to maintain cash reserves in such a low gold price environment.

Ramelius has aggressively targeted higher grade, higher margin projects for future development, recognising that there is no certainty that gold prices will return to pre-2012 levels.

The Company's main operation, the Mt Magnet Gold Mine, produced 58,370 ounces for the year as mining at the both the Saturn and Mars open pits neared the base of the original pits. Some challenges were experienced with the Checker gold mill though we believe that those mechanical breakdowns are now behind us and the plant is well placed to deliver an improved 74,000 ounces in the coming year.

During the year under review, Ramelius successfully completed mining at both the Coogee and Western Queen South open pits with associated rehabilitation also largely complete.

During the second half of the financial year, Ramelius was successful in completing the acquisition transaction, a bankable feasibility study and environmental approvals for the exciting Vivien Gold Project, adjacent to the Gold Fields owned – Agnew Gold Mine. The project has robust financials and is expected to mine 451,000 tonnes at a grade of 7.6g/t for 109,000 ounces over its three year life with all-in sustaining costs estimated at A\$1,000 per ounce.

In addition to the Vivien acquisition, Ramelius announced in June 2014 that it was the successful bidder on the near-term gold resources within the Kathleen Valley Project. The project, some 50 kilometres north of Leinster, consists of 130,000 ounces of high grade open pit potential (3.65g/t) with the resources typically close to surface in areas not yet mined by the previous nickel-focused owners – Xstrata-Glencore.

Exploration joint ventures at Mt Windsor (Queensland) and Angel Wing (Nevada, USA) were exited during the year and new license applications submitted in the Fraser Range (WA) and the Drummond Basin/New England Fold Belt (Queensland) with a JV signed in the Tanami region of the Northern Territory with junior explorer Tychean Resources Limited.

All of this dovetails well with the Company strategy going forward, a 3 point plan that is best summarised by;

• 1. Be profitable in a low gold price environment
• 1. Discover a high margin asset over the next 2 years
• 1. Strong focus on capital management

On a personal note, I would like to thank Ian Gordon for his leadership and support over the past two years. After seven years with the Company and the last four as Managing Director, Ian has been a big part of the Company's history and had a lasting effect on the team orientated culture of the organisation.

I thank the Board and staff for their support and efforts respectively during the year and look forward to a big year in 2015.

M A R K Z E P T N E R Chief Executive Officer

R E V I E W O F O P E R A T I O N S

F I N A N C I A L S U M M A R Y

• Sales revenue of \$133.0 million (down from \$135.6 million in 2013)
• Gold sales of \$130 million (down from \$134 million in 2013)
• Net loss after tax of \$85.5 million (up from profit after tax of \$50.7 million in 2013)
• Cash assets at financial year end of \$12.4 million (down from \$33.8 million in 2013)

Total consolidated loss before income tax was \$102.5 million compared with a loss before income tax of \$67.7 million in the previous year.

Revenue from gold sales was \$130 million from the sale of 92,829 ounces of gold during the year at an average price of A\$1,404 per ounce compared to 86,284 ounces at an average price of A\$1,558 per ounce in 2013. Despite increased gold production during the year, gold sales were down \$4 million on the previous year due to a 9.9% lower average gold price.

Total net assets decreased during the year from \$153 million to \$77 million.

At 30 June 2013 the consolidated entity held cash assets of \$12.4 million.

O P E R A T I O N A L S U M M A R Y

• 92,887 ounces of fine gold produced during the financial year
• Completion of mining and rehabilitation at the Coogee and Western Queen South open pits
• Mt Magnet Saturn open pit cutback reached base of historic pit, accessing higher ore grades
• Vivien Gold Project acquired and BFS study completed demonstrating viable high grade underground project
• Acquisition of the Kathleen Valley project announced at end of 2014 financial year

T H E M T M A G N E T O P E R A T I O N C O N T I N U E D

T O L I F T P R O D U C T I O N A S T H E G A L A X Y

C U T - B A C K P I T S ( S A T U R N & M A R S ) W E R E

P R O C E S S E D A N D G R A D E S I M P R O V E D .

R E V I E W O F O P E R A T I O N S

& & & Figure 1: Project Locations

5 & & & & & & & & & & & & & & & & & During the 2014 financial year, the Mt Magnet gold mine was Ramelius' core operation. Two short duration open-pit projects, Coogee and Western Queen South, were successfully mined and processed during the financial year.

& & & Total fine gold production for the year was 92,887 ounces, an increase of 17% on the previous year (refer Table 1).

		2013/14		2012/13
Operation	Dry Tonnes	Head	Fine Gold	Fine Gold
	Milled	Grade (g/t)	Produced	Produced
Mt Magnet/Western Queen South	1,603,470	1.60	73,980	58,370
Burbanks/Coogee	130,964	4.96	18,907	21,250
Total production & & & &	1,734,434	1.85	92,887	79,620

Table 1: Total Gold Production

OPERATIONS & & & & & & & & & & & & & & &S>&S"J)\$>& E+)%3%>%& +,&

Mt Magnet Gold Mine ) & & & & & & & & & & &&S>&S"J)\$>& D & & & & & & & & & & & &&GD\$&b3##&71&*)5\$'J'+*)5&23)\$& &&

&&

The Mt Magnet Gold Mine is located 600km NE of Perth (refer Figure 1). Mt Magnet consists of numerous deposits, situated on granted mining leases, covering a total area of 225km². Mt Magnet has produced 5.6 million ounces of gold since its discovery in 1891. The Hill 50 underground mine was the major producer until 2007 and was mined to 1,500 metres below surface. Gold is primarily associated with a number of Banded Iron Formation (BIF) units that occur within a typical greenstone stratigraphy of mafic and ultramafic units. In addition, a number of felsic volcanic rocks intrude the sequence. Mineralisation tends to be concentrated in BIF units associated with cross-cutting north-east faults and also occurs when associated with felsic intrusives and structurally controlled breccia zones. 6 & & & & & & & & & & & & &&;+#5&3%&A'32"'3#F& " & & & & & & & & & & & & & & & & & & & & &&c)&"553>3+)L&"&)*2H\$'&+,&,\$#%3E&(+#E")3E&'+ET%& 3 & & & & & & & & & & & & & & & & & & & & & & & & & & & & &

During the 2014 financial year the Mt Magnet operation continued to lift production as the Galaxy cutback pits (Saturn and Mars) were progressed and grades improved (refer Figure 2). & & & & & & & & & & & & & & & & & & & & & & & & & & & & && &&

Mining concentrated on the Saturn pit cutback for most of the year with total movement of 2.57Mbcm. By 30 June 2014, the pit was effectively 150 metres deep and had reached the depth of the previously mined pit, exposing higher grade ore (refer Figure 3). Reported mine production for the year was 1,110,490 t at 1.53 g/t Au for 54,626 oz of high-grade ore (+ 0.7 g/t Au) and 257,247 t at 0.66 g/t Au for 5,459 oz of low-grade ore (0.5 to 0.7 g/t Au). At the end of the year, mining of the Mars cutback pit was recommenced. A further 20 vertical metres of mining in Mars will reach the base of the previous pit. & & & & & & & & & & & & & & & &&YF&/1&P*)\$&91.D\$&A3>&6"%&\$,,\$E>3(\$#F&.71&2\$>'\$%&5\$\$A&")5&D"5&'\$"ED\$5&>D\$&5\$A>D&+,& > & & & & & & & & & & &&I\$A+'>\$5&23)\$&A'+5*E>3+)&,+'& > & & & & & & & & & & & & & & & & & & & & & &&& * D &&& '& : '

R E V I E W O F O P E R A T I O N S & & & & &&M& ,*'>D\$'&91&(\$'>3E"#&2\$>'\$%&+,&23)3)J&3)&S"'%&63##&'\$"ED&>D\$&

Mill production was 1.60 million dry tonnes. Current pit production is all fresh ore material, necessitating a 20% oxide blend, utilising stockpiled low grade ore. Mill head grade was 1.60 g/t Au for 73,981 poured ounces and gold recovery was 89.7%. Failure of the ball mill drive motor in November 2013 impacted throughput and costs between November 2013 and February 2014. & & & & & & & & C*''\$)>& A3>& A'+5*E>3+)& 3%& "##& ,'\$%D& +'\$& 2">\$'3"#L& ) & & & & & & & & & &&S3##&D\$"5&J'"5\$&6"%&.081&J_>&M*& , & & & & & & & & & & Z"3#*'\$& +,& >D\$& H"##& 23##& 5'3(\$& 2+>+'& 3)& = & & & & & & & & & & & &

Figure 3: Saturn pit 3D section & & & & &&&

Western Queen South ! ! !

" & & & & & & & & &&

The Western Queen South open pit project commenced in March 2013 and was completed in March 2014 (refer Figure 4). The project consisted of a cutback of the existing open pit mined by Harmony in 2007. The deposit comprised a steeply dipping gold lode hosted within mafic and ultramafic units and is located 100 km NW of Mt Magnet. & & & & & & & & & & & & & & & & & & & && & & & & & & & & & & & & & & &&GD\$&5\$A+%3>&E+2A'3%\$5&"&%>\$\$A#F&53AA3)J&J+#5&#+5\$&D+%>\$5&63>D3)&2",3E&")5&*#>'"2",3E&*)3>%&

Infrastructure, a small camp and contract mining team were established for the project. A number of challenges were experienced, including significant water inflows up to 30 litres per second, two separate wall failures and restrictions on ore haulage along the 100km gravel haul road. The final pit was around 10 metres shallower than planned and produced a reconciled total of 159,284 t @ 3.69 g/t for 18,887 (17,288 oz recovered). Ore was processed at Mt Magnet and is included in Mt Magnet milling figures above. Site clean-up and rehabilitation was mostly completed during the June 2014 quarter as per the approved mine closure plan. & & & & & & & & & & & & &&M&)*2H\$'& + & & & & & & & & & & & & & & & & & & & & & & & & & & & & &&GD\$&,3)"#&A3>& 6 & & & & & & & & & & & & & & & & &

Figure 4: Western Queen South open pit April 2014

Burbanks

The Company's gold treatment plant at Burbanks, located near Coolgardie (refer Figure 1), continued milling operations throughout the year. Initial processing comprised largely toll milling operations. Coogee ore treatment commenced in October 2013 and continued steadily for the rest of the financial year. Ramelius milled 130,964 t @ 4.96 g/t Au for 18,907 poured ounces.

Coogee

Mining commenced in August 2013. The Coogee open pit is located 25 km ENE of Kambalda in the Eastern Goldfields of WA. Mineralisation is hosted by a shallow dipping (30°) gold lode/shear, hosted by felsic volcanic units. A Probable Ore Reserve of 109,000 t at 5.1 g/t for 18,000 oz Au was estimated for the pit.

Mining at Coogee was very successful with high productivity, effective grade control and closely supervised mining of the shallow dipping lode. Open pit mining was completed in February 2014 (refer Figure 5). Site clean-up and rehabilitation was completed during the June 2014 quarter as per the mine closure plan. Ore haulage to the Burbanks mill was completed on 30th June 2014. By this date, Burbanks had milled 121,248 t @ 5.25 g/t for 20,469 oz (19,789 oz recovered), with approximately two months of further processing to be completed. Final gold production is expected to be 20-30% higher than planned.

R E V I E W O F O P E R A T I O N S

Figure 5: Coogee open pit February 2014

DEVELOPMENT PROJECTS

Vivien Gold Project

Acquisition of the Vivien gold project was completed on the 1st July 2014, following a final payment of A\$5.5M late in June 2014 and which included a GST amount of A\$1M recouped in July 2014.

Ramelius completed a bankable feasibility study (BFS) including detailed mine design, financial evaluation, geotechnical, metallurgy, environmental, hydrology and heritage work. Regulatory approval processes for the project were also completed in early July 2014. The Ramelius BFS was reviewed by an external consultant and no significant issues were raised. The study envisages mining a Total Mining Inventory of 451,000 tonnes at 7.6 g/t Au for 109,000 ounces over a period of 30 months, after 8 months of underground development (refer Figure 6). The Total Mining Inventory is based on the Ore Reserve and a small proportion of Inferred Mineral Resources.

Figure 6: Vivien underground layout - 3D long section

Kathleen Valley ! !

At the end of the 2014 financial year, Ramelius announced it had signed a Sale and Purchase Agreement with Xstrata Nickel Australasia Operations Pty Limited (XNAO), a subsidiary of Glencore plc, and with Giralia Resources Pty Limited (Giralia) to acquire 100% of the XNAO Kathleen Valley tenements and 100% of the tenements held by XNAO and Giralia as the participants in the Kathleen Valley and Mount Harris Joint Ventures. Completion of the transaction is planned for 1st September 2014. & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &

The XNAO Kathleen Valley tenements are located 50km north of Leinster in Western Australia (refer Figure 1) and contain a Mineral Resource of 130,000 ounces of gold in three deposits - Mossbecker, Yellow Aster and Nils Desperandum. & & & && & & & & & & & & & & & & & & & & & & & & & & & & &

The Mossbecker deposit is seen as an attractive open-pit development opportunity and has previously been the subject of significant evaluation work. Ramelius intends to complete further resource definition drilling on the core resource areas within the next six months to enable the Company to upgrade the resources to an Indicated classification and progress timely development of the project. & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &

' & & & & & & & & & & & & & & & &

Mineral Resources and Ore Reserves ( ( ( ( (

New estimates of Mineral Resources and Ore Reserves as at 30 June 2014 are shown below as Table 2 and 3 respectively.

MINERAL RESOURCES AS AT 30 JUNE 2014 - INCLUSIVE OF RESERVES
		Measured			Indicated			Inferred			Total Resource
Deposit	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au
	('000s)	g/t	Oz	('000s)	g/t	Oz	('000s)	g/t	Oz	('000s)	g/t	Oz
Galaxy	1,266	1.7	69,000	6,984	2.0	451,000	4,501	1.3	185,000	12,751	1.7	705,000
Morning Star				1,765	1.8	103,000	4	1.4	-	1,770	1.8	103,000
Total major deposits	1,266	1.7	69,000	8,749	2.0	554,000	4,505	1.3	185,000	14,520	1.7	808,000
Bartus Group	49	2.2	4,000	115	2.1	8,000	238	1.6	12,000	402	1.8	24,000
Boomer				1,194	1.8	68,000	786	1.0	26,000	1,980	1.5	94,000
Britannia Well				179	2.0	12,000				179	2.0	12,000
Bullocks				202	3.3	21,000	40	2.5	3,000	242	3.2	25,000
Eastern Jaspilite	146	2.2	10,000	121	2.8	11,000	134	2.5	11,000	401	2.4	32,000
Eclipse				167	2.2	12,000	41	2.1	3,000	208	2.1	14,000
Golden Stream				154	2.9	14,000	7	1.7	-	160	2.8	15,000
Hill 60							309	4.6	46,000	309	4.6	46,000
Lone Pine	199	2.5	16,000	277	1.7	15,000	147	1.7	8,000	623	1.9	38,000
O'Meara Group				231	2.5	18,000	151	1.5	7,000	383	2.1	26,000
Shannon	94	2.5	8,000	35	2.5	3,000	42	2.6	3,000	170	2.5	14,000
Spearmont - Galtee				25	2.9	2,000	207	4.3	28,000	232	4.1	31,000
Stellar	160	2.1	11,000	87	1.9	5,000	59	1.8	3,000	306	2.0	19,000
Welcome - Baxter	222	1.6	11,000	276	1.6	15,000	198	1.8	11,000	696	1.7	37,000
Total satellite deposits	869	2.1	60,000	3,063	2.1	204,000	2,359	2.1	161,000	6,291	2.1	425,000
Hill 50 Deeps	279	5.5	49,000	932	7.0	209,000	396	6.4	81,000	1,607	6.6	339,000
Morning Star Deeps				195	4.2	26,000	334	5.0	53,000	528	4.7	79,000
Saturn UG							1,607	2.5	127,000	1,607	2.5	127,000
St George UG	110	4.9	17,000	149	4.2	20,000	42	4.0	5,000	302	4.4	42,000
Water Tank Hill UG				229	6.6	49,000	89	4.9	14,000	318	6.1	63,000
Total UG deposits	390	5.3	66,000	1,504	6.3	304,000	2,468	3.5	280,000	4,362	4.6	650,000
Western Queen South				104	3.6	12,000	81	3.4	9,000	185	3.5	21,000
Mt Magnet Stockpiles	113	1.1	4,000	890	0.6	17,000		-	-	1,003	0.7	21,000
Mt Magnet Total	2,638	2.3	199,000	14,310	2.4	1,091,000	9,413	2.1	635,000	26,361	2.3	1,925,000
Mossbecker				182	3.2	19,000	338	4.0	44,000	520	3.8	63,000
Yellow Aster/Nils D.				282	2.5	23,000	638	2.1	44,000	920	2.3	67,000
Kathleen Valley Total Coogee				464 31	2.8 3.6	42,000 4,000	976 65	2.8 3.3	88,000 7,000	1,440 96	2.8 3.4	130,000 11,000
Vivien				499	8.8	141,000	306	4.4	43,000	805	7.1	184,000
Other Deposits Total				530	8.5	145,000	372	4.2	50,000	902	6.7	195,000
Total Resources	2,638	2.3	199,000	15,304	2.6	1,278,000	10,761	2.2	773,000	28,702	2.4	2,250,000

Note: Figures rounded to nearest 10,000 tonnes, 0.1g/t and 1,000 ounces. Rounding errors may occur. For further information relating to this Mineral Resources Statement refer to ASX Release dated 3 September 2014. & & & & & & & &

Table 2: Mineral Resource Statement ! ! ! !

ORE RESERVE STATEMENT AS AT 30 JUNE 2014
		Proven			Probable			Total Reserve
	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au
	('000s)	g/t	Oz	('000s)	g/t	Oz	('000s)	g/t	Oz
Galaxy Pits
Saturn	204	1.8	12,000	170	1.7	9,000	374	1.8	21,000
Mars	176	2.0	11,000	426	2.0	28,000	603	2.0	39,000
Titan	667	1.4	30,000	483	1.4	21,000	1,150	1.4	51,000
Perseverance				597	2.5	48,000	597	2.5	48,000
Brown Hill				109	2.6	9,000	109	2.6	9,000
Morning Star Cutback
Morning Star				478	2.8	43,000	478	2.8	43,000
Satellite Pits
Boomer				132	2.9	12,000	132	2.9	12,000
Lone Pine				258	1.8	15,000	258	1.8	15,000
O'Meara				46	3.4	5,000	46	3.4	5,000
Golden Stream				95	3.0	9,000	95	3.0	9,000
Underground
Water Tank Hill				176	6.5	37,000	176	6.5	37,000
St George	73	3.6	8,000	86	3.0	8,000	159	3.3	16,000
Stockpiles	113	1.1	4,000	890	0.6	17,000	1,003	0.7	21,000
Mt Magnet Total	1,234	1.6	65,000	3,945	2.1	261,000	5,179	2.0	326,000
Vivien				400	7.9	101,000	400	7.9	101,000
Total Reserves	1,234	1.6	65,000	4,345	2.6	362,000	5,579	2.4	427,000

Note: Figures rounded to nearest 10,000 tonnes, 0.1g/t and 1,000 ounces. Rounding errors may occur. For further information relating to this Ore Reserves Statement refer to ASX Release dated 3 September 2014. ! & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &

Table 3: Ore Reserve Statement ! ! ! !

R E V I E W O F O P E R A T I O N S

! ! EXPLORATION

& & & & & & & & & & & & MT MAGNET (WA) (Ramelius 100%)

& & & & & &&GD\$&,+E*%&6"%&+)&2+5\$##3)J&>D\$&A'32"'F&)+'>D^ ) & & & & & & & & & & & & & & & & &&GD\$&6+'T&3%&+)J+3)J&")5&"32%&>+&35\$)>3,F&5\$\$A\$'&\$?A#+'">3+)&5'3##&>"'J\$>%& 6 & & & & Exploration activity at Mt Magnet during the year focussed on alteration mapping, litho-structural re-interpretation and 3-D geological model building. The focus was on modelling the primary north-northeast trending mineralising fluids conduits, including the Hill 50 and Morning Star Structural Corridors (refer Figure 7). The work is ongoing and aims to identify deeper exploration drill targets within 300m from surface.

! ! & & & & & & & & & & & & & & & & & & & & & & & && Figure 7: Aerial photograph layout of the Mt Magnet Gold Project showing the location of the Saturn and Mars pits relative to the Checker Processing Plant

! ! ! & & VIVIEN PROJECT (WA) (Ramelius 100%)

& & & & & & & & & & & & & & & & & & & & & & & M)& "JJ'\$J">\$& 7L8@70K92& 4UUNN.111& >+& U & & & & & & & & & & & & & & & & The Company embarked on a programme of step-out exploration drilling at Vivien shortly after gaining access to the tenements in October 2013. An aggregate 5,685.92m (VVDD1000 to VVDD1018A + VVRC1000 to 1005) in diamond drill holes plus 1,515m from five RC holes (VVRC1000 to 1005) was completed during the year (refer Figure 8). Assay results are shown at Table 4.

Better drill intersections included: • ! ! ! ! ! ! ! ! !!

• 10.0m at 4.69 g/t Au from 360.0m in VVDD1001
• 5.40m at 8.28 g/t Au from 310.0 m in VVDD1003 G & & & & & & & ! ! ! !
• 6.70m at 8.29 g/t Au from 241.6m in VVDD1005; and 6.50m at 30.4 g/t Au from 257.7m &&GD\$& D")J3)J6"##& 3)>\$'%\$E>3+)& E+2A#32\$)>%& >D\$& 2"3)& #+5\$& 3)>\$'%\$E>3+)& +,& N ! !
• 2.57m at 18.16 g/t Au from 396.3m in VVDD1014 and ! ! ! & & & & & & & & & & & &
• 5.10m at 6.43 g/t Au from 182.9m in VVDD1017 &&c>&"#%+&D3JD#3JD>%&>D\$&A+>\$)>3"#&,+'&J'\$">\$'&>D3ET)\$%%\$%&+,&D3JD&J'"5\$&J+#5&23)\$'"#3%">3+)&>+&

The drill hole intersections include encouraging hangingwall mineralisation of 6.70m at 8.29 g/t Au in VVDD1005. The hangingwall intersection compliments the main lode intersection of 6.50m @ 30.4 g/t Au within the same hole and confirms good continuity of mineralisation around historical drill holes. It also highlights the potential for greater thicknesses of high grade gold mineralisation to be discovered below the Vivien pit. True width of the main lode intersections are estimated at 55-60% of the reported down hole width while true widths of the interpreted hangingwall splays are up to 90% of the reported down hole widths. H & & & & & &&G'*\$&635>D&+,&>D\$&2"3)&#+5\$&3)>\$'%\$E>3+)%&"'\$&\$%>32">\$5&">&77^ 8 & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &

! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! !

The Company also undertook an aggregate 2,887m from 13 RC drill holes (VVRC1006 to 1018) to test the plunge of high grade gold mineralisation at Vivien Gem, located 2km north-northwest of Vivien (refer Figure 9). Assay results are shown at Table 5. & & & & & & & & & & & & & & & & & &&M%%"F&'\$%*#>%&"'\$&%D+6)&">&G"H#\$&70&

Encouraging intersections included: ! ! ! ! ! ! ! ! !

• 6m at 7.06 g/t Au from 212m in VVRC1011 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! !
• 10m at 6.56 g/t Au from 176m in VVRC1017, including 1m at 45.21 g/t Au from 180m & & & & & & & & & & &

Gold mineralisation at Vivien Gem appears analogous to Vivien, being hosted by quartz-sulphide veining within a sheared dolerite unit. & & & & & &

Figure 8: Longitudinal section through Vivien ! ! & & & &

R E V I E W O F O P E R A T I O N S

Figure 9: Longitudinal section through Vivien Gem

! ! ! & & COOGEE PROJECT (WA) (Ramelius 100%)

& & & & & & & & & & & & & & & && G & & & & & & & & & & & & & & & & & & & & & & & g(\$'"##& >D\$& '\$%*#>%& 6\$'\$& 53%"AA+3)>3)J& 63>D& +)#F& +)\$& D3JD& J'"5\$& J+#5& Eight RC drill holes (CORC0007 – CORC0014) were drilled during the year for an aggregate 1,465m. The holes were designed to test for economic gold and copper mineralisation to the north and south of the Coogee open pit. Overall the results were disappointing with only one high grade gold intersection of 3m at 21.02 g/t Au from 104m in CORC0014 returned. Assay results are shown at Table 6.

& & & & & & & & & & & & & & & & A Sale and Purchase Agreement was signed between Ramelius and Mr F.C. Saunders providing Ramelius with an option to acquire three Exploration Licences (EL26/131, 134 + 150) and one Prospecting Licence (PL26/3689) abutting the Coogee Mining Lease and giving access to over 10km strike to the Coogee Shear. Further reconnaissance exploration is planned.

& & & & & & & & & & & & & & & TANAMI JV PROJECT (NT) (Ramelius earning 85%)

& & & & & & & & & & & & & & & & & & & & & & & & & & & &&& In May 2014 the Company signed a farm-in and joint venture agreement with Tychean Resources Limited (ASX:TYK) for Ramelius to farm-in on a package of two granted Exploration Licences and six Exploration Licence applications in the Tanami Desert region of the Northern Territory.

& & & & & & & & & & & & & & & & & & & & & & & & & & I"2\$#3*%& 2"F& \$"')& @7O& \$X*3>F& 3)& >D\$& A & & & & & & & The package of tenements extends over 1,700km2 and is located within 100km radius of Newmont's 4.5 million ounce plus Callie Gold mine (refer Figure 10). Ramelius may earn 85% equity in the project by spending \$500,000 within three years.

! ! & & & & Figure 10: Tanami JV project location

R E V I E W O F O P E R A T I O N S

ANGEL WING JOINT VENTURE NEVADA (USA) (Ramelius and Marmota Energy Limited - withdrawn)

Ramelius elected to withdraw from the Angel Wing Joint Venture Agreement following disappointing gold exploration drill results early in the financial year.

The Information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves is based on information compiled by Kevin Seymour (Exploration Results), Rob Hutchison (Mineral Resources) and Mark Zeptner (Ore Reserves).

Kevin Seymour, Rob Hutchison and Mark Zeptner are all Members of the Australasian Institute of Mining and Metallurgy and have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity they have undertaken to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Kevin Seymour, Rob Hutchison and Mark Zeptner are full-time employees of Ramelius Resources Limited and consent to the inclusion in this report of the matters based on their information in the form and context in which it appears.

Burbanks Process Manager, Tony Webb

		Table 4: Significant (>0.50g/t Au) 1m diamond drilling results for the Vivien Gold Project WA
--	--	-----------------------------------------------------------------------------------------------	--

Hole ID	Easting	Northing	RL	Az/Dip	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
VVDD1000	261314	6903285	515	297/-60	420	380.20 385.90 397.00 402.66	381.20 386.90 398.00 403.66	1.00 1.00 1.00 1.00	1.91 1.44 4.09 15.9*
VVDD1001	261279	6903244	515	297/-60	426 Incl.	270.00 306.00 360.00 363.00 391.00 407.00	271.00 309.00 370.00 368.00 392.00 408.48	1.00 3.00 10.0 5.00 1.00 1.48	2.90 2.38 4.69 7.83 2.24 3.74*
VVDD1002	261314	6903285	515	297/-57	180			precollar	only
VVDD1003	261138	6903115	515	297/-60	360.1 Incl.	310.00 311.85	315.40 313.85	5.40 2.00	8.28 21.3
VVDD1004	261045	6903058	515	297/-60	290	248.00 287.00	253.00 288.00	5.00 1.00	1.09* 25.1
VVDD1005	261086	6903192	515	297/-69	285 Incl.	241.60 257.70 257.70 258.95	248.30 264.20 261.70 259.70	6.70 6.50 4.00 0.75	8.29 30.4 48.5 150.3
VVDD1006	261278	6903202	515	297/-61	109			precollar	only
VVDD1007	261275	6903203	515	297/-65	474.1	432.00 440.00	433.00 443.00	1.00 3.00	1.11 0.96*
VVDD1008	260900	6902902	517	297/-56	169.95	169.00	169.95	0.95 Geotech	2.25 hole
VVDD1009	260988	6902975	516	297/-60	253.45			Geotech	NSR hole
VVDD1010	261277	6903244	515	297/-57	54			precollar	only
VVDD1011	261276	6903244	515	297/-58	138			precollar	only
VVDD1012B	261288	6903262	515	300/-55	404	370.20	372.20	2.00	3.64
VVDD1013	261310	6903287	515	297/-64	42			precollar	only
VVDD1014	261312	6903289	515	297/-61	419.97	393.30 396.30	394.30 398.87	1.00 2.57	1.75 18.16*
VVDD1015	261315	6903291	515	308/-61	460.21	409.67 427.36 445.20	410.57 427.96 445.90	0.90 0.60 0.70	8.49 11.3* 3.83
VVDD1016	261283	6903242	515	297/-72	205			precollar	only
VVDD1017	260860	6903261	517	126/-52	212.97	175.00 182.90	178.90 188.00	3.90 5.10	4.06 6.43*
VVDD1018A	261094	6903180	515	358/-62	402.65	20.00 118.55 169.50 246.30 249.80 256.85 296.50 301.00 321.00 356.00	28.00 121.00 169.80 246.80 252.80 257.85 297.30 303.00 321.60 361.60	8.00** 2.45 0.30 0.50 3.00 1.00 0.80 2.00 0.60 5.60	2.00 3.44 8.68 4.06 1.23 1.81 1.15 1.19 1.04 2.17*

Reported significant gold assay intersections (using a 0.50 g/t Au lower cut) are calculated over a minimum down hole interval of 1m at plus 0.50 g/t gold and may contain up to 1m of internal dilution. NSR denotes no anomalous assays above 0.50g/t Au. BLD denotes below analytical detection. Main Lode gold determination was by Screened Fire Assay, using 50gm charges with AAS finishes and a lower limit of detection of 0.01 g/t Au, otherwise standard Fire Assay techniques using a 50 gram charge and AAS finish were employed (LLD 0.01 g/t Au). True widths are estimated to represent 55-60% of the reported Main Lode down hole intersections.

* Denotes Main Lode intersection ** Denotes 4m composite RC samples

R E V I E W O F O P E R A T I O N S

Hole ID	Easting	Northing	RL	Az/Dip	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
VVRC1000*	261097	6903266	515	299/-56	186 Incl.	127 127 179	136 128 180	9 1 1	2.88 (HW) 10.7 (HW) 3.12
VVRC1001*	261222	6903329	514	297/-61	115			Hole	Abandoned
VVRC1002*	261221	6903329	514	291/-56	325	309 315	310 319	1 4	3.73 1.62
VVRC1003*	261204	6903311	514	293/-47	300 Incl.	232 236	240 240	8 4	1.73 3.09
VVRC1004*	261203	6903284	514	295/-51	289 Incl.	263 264 273	267 265 275	4 1 2	2.65 8.73 3.14
VVRC1005*	261233	6903347	514	290/-46	300	261 294	263 296	2 2	3.17 5.51
VVRC1006	260093	6904798	511	057/-61	227	211	216	5	0.89
VVRC1007	260115	6904760	512	060/-60	229	206	209	3	3.58
VVRC1008	260079	6904743	512	059/-57	101			Hole	Abandoned
VVRC1009	260075	6904741	512	059/-59	323				NSR
VVRC1010	260069	6904917	510	047/-58	190	112 135 167	116 136 168	4 1 1	1.43 1.82 9.21
VVRC1011	260045	6904889	510	057/-59	278	174 212	177 218	3 6	1.45 7.06
VVRC1012	259985	6904912	511	060/-58	108			Hole	Abandoned
VVRC1013	259990	6904915	510	059/-54	329	198 317	203 323	5 6	1.08 1.27
VVRC1014	260012	6904990	510	059/-54	217	148 211	151 214	3 3	0.47 5.41
VVRC1015	259974	6905012	510	065/-55	191	171	174	3	2.17
VVRC1016	259898	6905042	511	060/-55	300	272	273	1	3.71
VVRC1017	260095	6904802	511	060/-56	203 Incl. Incl.	176 178 180	186 184 181	10 6 1	6.56 10.59 45.21
VVRC1018	260115	6904763	512	060/-57	191	168 184	172 185	4 1	1.56 5.12

Table 5: Significant (>0.50g/t Au) 1m RC drilling results for the Vivien Gold Project (including Vivien Gem) WA

Reported significant gold assay intersections (using a 0.50 g/t Au lower cut) are calculated over a minimum down hole interval of 1m at plus 0.50 g/t gold and may contain up to 1m of internal dilution. NSR denotes no anomalous assays above 0.50g/t Au. BLD denotes below analytical detection. Gold determination was by Fire Assay, using 50gm charges with AAS finishes and a lower limit of detection of 0.01 g/t Au. True widths are estimated to represent 55-60% of the reported Main Lode down hole intersections. HW denotes hangingwall lodes where true widths are estimates to be 90-95% of the reported downhole intersection.

* Denotes Vivien lode drilling

Hole ID	Easting	Northing	RL	Az/Dip	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
CORC0006	393085	6555695	303	046/-70	140	121	124	3	0.89
CORC0007	392983	6555663	300	047/-60	234	7 105 117 213	8 106 120 214	1 1 1 1	0.67 1.00 1.09 0.51
CORC0008	393012	6555623	300	044/-56	240	91 96 118	92 98 134	1 2 16	0.57 0.95 0.54
CORC0009	393528	6555341	307	040/-56	240	203	204	1	0.64
CORC0010	393107	6555553	301	Vertical	269	33 73 110	35 74 112	2 1 2	0.64 1.23 0.58
CORC0011	393382	6554850	301	090/-60	89	79	82	3	2.25
CORC0012	393326	6554850	300	090/-60	143	109	111	2	1.57
CORC0013	393340	6554815	300	090/-60	125	45 56 112	46 60 114	1 4 2	0.93 0.71 1.21
CORC0014	393345	6554833	300	090/-60	125 Incl.	104 105	107 106	3 1	21.02 54.47

Table 6: Significant (>0.50g/t Au) 1m RC drilling results for the Coogee Gold Project WA

Reported significant gold assay intersections (using a 0.50 g/t Au lower cut) are calculated over a minimum down hole interval of 1m at plus 0.50 g/t gold and may contain up to 1m of internal dilution. NSR denotes no anomalous assays above 0.50g/t Au or above 0.1% Cu. BLD denotes below analytical detection. Gold determination was by Fire Assay, using 50gm charges with AAS finishes and a lower limit of detection of 0.01 g/t Au. Trace element analysis was by multi-acid (4 acid) digestion and AES finish. True widths are estimated to represent 100% of the reported down hole intersections.

G L O S S A R Y O F T E R M S

ADSORPTION:	The attraction of molecules (of gold) in solution to the surface of solid bodies (carbon).
AEROMAGNETICS:	A geophysical technique measuring changes in the earth's magnetic field from an airborne craft.
AIRCORE:	A method of rotary drilling whereby rock chips are recovered by air flow returning inside the drill rods rather than outside, thereby providing usually reliable samples.
ANOMALOUS:	A departure from the expected norm. In mineral exploration this term is generally
ARCHAEAN:	applied to either geochemical or geophysical values higher or lower than the norm. The oldest rocks of the Earth's crust – older than 2,400 million years.
AURIFEROUS:	Gold bearing material.
AUGER:	A screw-like boring or drilling tool for use in clay or soft sediments.
As:	Arsenic.
ASX:	The Australian Securities Exchange Limited (ACN 008 629 691).
AU:	Gold.
AZ:	Azimuth, a surveying term, the angle of horizontal difference, measured clockwise,
	of a bearing from a standard direction, as from north.
BASE METAL:	Non precious metal, usually referring to copper, zinc and lead.
MBCM	Million Bank Cubic Metre. Usually refers to the volume of waste measured in situ.
BERM:	A horizontal bench left in the wall of an open pit to provide stability to the wall.
BIF:	Banded Iron Formation.
BFS:	Bankable Feasibility Study.
CALCRETE:	Soil and superficial material cemented by calcium carbonate.
CIL CIRCUIT:	That part of the gold treatment plant where gold is dissolved from the pulverised
	rock and subsequently adsorbed onto carbon particles from which the gold is
	ultimately recovered.
COMPANY:	Ramelius Resources Limited (ACN 001 717 540).
COSTEAN:	A trench dug through soil to expose the bedrock.
CU:	Copper.
CUT:	A term used when referring to average assays where the grade of a particularly high
	grade interval is reduced to a lesser value.
DISSEMINATED:	Usually referring to minerals of economic interest scattered or diffused through-out
	the host rock.
DIP:	The angle at which rock stratum or structure is inclined from the horizontal.
DOLERITE:	A fine grained granular igneous intrusive rock composed of mafic minerals.
DYKE:	Tabular igneous intrusive cutting the bedding or planar features in the country rock.
EL:	Exploration Licence, applicable in Western Australia and the Northern Territory.
ELA:	Exploration Licence Application.
EM:	Electromagnetic, a geophysical technique used to detect conductive material in the
	earth.
EPM:	Exploration Permit for Minerals, applicable in Queensland.
EOH:	End of Hole.
FAULT:	A fracture in rocks along which rocks on one side have been moved relative to the
	rocks on the other.
F.C.I:	Free carried interest.
FELSIC:	Light coloured rock containing an abundance of any of the following: - feldspars,
	felspathoids and silica.
FERRUGINOUS:	Containing iron.
FIRE ASSAY:	Analytical gold determination technique where a powdered sample (50 gram charge)
	is heated to plus 1000 degrees centigrade, and the metal concentration is read by
	atomic absorption, ICP or ICP/MS techniques.
FLITCH:	A Mining Term for the different levels in an open pit.
FOOTWALL:	Rock units sitting below the mineralised lode.

G.I.C: Gold in circuit. g/t: grams per tonne.

ha: Hectare. km: kilometre.

M: metre.

Ni: Nickel.

GEOCHEMICAL EXPLORATION: Used in this report to describe a prospecting technique, which measures the content of certain metals in soils and rocks and defines anomalies for further testing. GEOPHYSICAL EXPLORATION: The exploration of an area in which physical properties (eg. Resistivity, gravity, conductivity and magnetic properties) unique to the rocks in the area quantitatively measured by one or more geophysical methods. g/cc: grams per cubic centimetre. GOSSAN: The oxidised, near surface part of underlying primary sulphide minerals. GROSS GOLD ROYALTY: A royalty payment based on the total amount of product (gold) produced. GRADE: g/t – grams per tonne, ppb – part per billion, ppm – parts per million. GRATICULAR BLOCK: With respect to Exploration Licences, that area of land contained within one minute of Latitude and one minute of Longitude. GRAVITY CIRCUIT: Part of the Gold Treatment Plant where gold particles are accumulated by virtue of their density. GSWA: The Geological Survey of Western Australia. HANGINGWALL: Rock units sitting above the mineralised lode. JORC: The Australasian Code for Reporting of Mineral Resources and Ore Reserves. LAG: A residual deposit remaining after finer particles have been blown away by wind. LATERITE: Highly weathered residual material rich in secondary oxides or iron and/or aluminium. LODE DEPOSIT: A vein or other tabular mineral deposit with distinct boundaries. LTI: Loss Time Injury. MAFIC: Dark coloured rock containing an abundance of ferro-magnesium minerals including amphiboles and/or pyroxenes along with minor feldpsar and/or silica. MASSIVE: Large in mass, having no stratification. Homogeneous structure. MINERALISED: Rock impregnated with minerals of economic importance. MINING INVENTORY: Scheduled production tonnage and grade that is composed of Ore Reserves and a small proportion of Inferred Mineral Resources which are anticipated to be converted to reserves during the course of extraction. M TONNES: million tonnes. MTPA: million tonnes per annum. ML: Mining Lease. MLA: Mining Lease Application. NATIVE TITLE: Native Title is the recognition in Australian law of Indigenous Australian's rights and interests in land and waters according to their own traditional laws and customs. In June 1992, the High Court of Australia, in the case of Mabo v Queensland (1992) 175 Commonwealth Law Reports 1, overturned the idea that the Australian continent belonged to no one at the time of European's arrival. It recognised for the first time that indigenous Australians may continue to hold native title. Indigenous Australians may now make native title claimant applications seeking recognition under Australian law of their native title rights. NATIVE TITLE TRIBUNAL: The Native Title Tribunal set up under the Native Title Act 1993. OPEN PIT: A mine excavation produced by quarrying or other surface earth-moving equipment. ORE GRADE: The grade of material that can be (or has been) mined and treated for an economic return. OVERCALL: Refers to more metal (gold) being recovered than anticipated.

OXIDISED: Near surface decomposition by exposure to the atmosphere and groundwater, compare to weathering.

G L O S S A R Y O F T E R M S

oz: Troy ounces = 31.103477 grams. Pb: lead. PEDOGENIC: The development of soil. PETROLOGICAL: Pertains to a study of the origin, distribution, structure and history of rocks. PERCUSSION DRILLING: Method of drilling where rock is broken by the hammering action of a bit and the cuttings are carried to the surface by pressurised air returning outside the drill pipe. PL: Prospecting Licence. PLA: Prospecting Licence Application. PORPHYRY: A felsic or sub volcanic rock with larger crystals set in a fine groundmass. ppb: parts per billion. PRIMARY GOLD: Gold mineralisation that has not been subject to weathering processes, as opposed to Secondary Gold. PROTEROZOIC: The Precambrian era after Archaean. PYRITE: A common, pale bronze iron sulphide mineral. PYRRHOTITE: An iron sulphide mineral, often magnetic. QUARTZ: Mineral species composed of crystalline silica. RAB DRILLING: Rotary Air Blast Drilling: Method of drilling in which the cuttings from the bit are carried to the surface by pressurised air returning outside the drill pipe. Most "RAB" drills are very mobile and designed for shallow, low-cost drilling of relatively soft rocks. RC DRILLING: Reverse Circulation Drilling: A method of drilling whereby rock chips are recovered by air flow returning inside the drill rods rather than outside, thereby providing usually reliable samples. REIDEL FAULT: A slip surface that develops during the early stage of shearing. REGOLITH: A layer of fragmented and unconsolidated material that overlies or covers basement. RESERVE: The mineable part of a resource to which a tonnage and grade has been assigned according to the JORC code. RESOURCE: Mineralisation to which a tonnage and grade has been assigned according to the JORC code. ROCK CHIP SAMPLE: A series of rock chips or fragments taken at regular intervals across a rock exposure. Sb: Antimony. SECONDARY GOLD: Gold mineralisation that has been subject to and usually enriched by weathering processes. SEDIMENTARY ROCKS: Rocks formed by deposition of particles carried by air, water or ice. SHEAR ZONE: A generally linear zone of stress along which deformation has occurred by translation of one part of a rock body relative to another part. SILICIFIED: Alteration of a rock by introduction of silica. STRATIGRAPHY: The study of formation, composition and correlation of sedimentary rocks. STRIKE: The direction of bearing of a bed or layer of rock in the horizontal plane. SULPHIDES: Minerals consisting of a chemical combination of sulphur with a metal. t: tonnes. TEM: Transient Electromagnetic, a geophysical technique used to detect conductive material in the earth. TOLL MILLING: The treatment of ores where payment is made to the operator of the treatment plant according to the amount of material being treated. TONNE: 32,125 Troy ounces. TRUE WIDTH: Actual ore thickness measured orthogonal to the ore boundaries. ULTRAMAFIC: An igneous rock comprised chiefly of mafic minerals. UNCUT: A term used when referring to average assays where the grade of a particularly highgrade interval is not reduced to a lesser value. VACUUM DRILLING: A method of rotary drilling where the drill cuttings are recovered inside the drill rods by a vacuum system.

Exploration and mining areas held by the Company may be subject to issues associated with Native Title. Whilst it is not appropriate to comment in any detail upon specific negotiations with Native title parties, the directors of Ramelius believe it is important to state the Company's policy and approach to Native Title and dealings with indigenous communities. The directors believe that the following native title policy statement summarises the Company's desire to develop a spirit of cooperation in its dealings with indigenous people, create goodwill, mutual awareness and understanding and most importantly, respect and commitment.

Recognition and Respect

N

Ramelius recognises Aboriginal regard for land and respects their culture, traditions and cultural sites.

Understanding and Trust

Ramelius listens to Aboriginal community representatives in order to understand their views and beliefs. Recognising that communities may not be fully appreciative of how the Company's business and industry operates, Ramelius works towards increasing their understanding, respect and trust and to promote the Company's obligations and economic constraints amongst indigenous communities. Ramelius ensures that its employees and contractors approach the Company's activities at local sites with respect and a clear understanding of important issues and priorities.

Communication and Commitment

Ramelius adopts practical measures to develop trust. Acknowledging that community leaders and representatives have an obligation to consult its people in order to determine their opinions and wishes and that this may often not be achieved as quickly as is desired, Ramelius uses its best endeavours to expedite the process and ensure that its commercial interests are not adversely impacted. The Company also uses its best endeavours to ensure reasonable rights of consultation and continued access to land are facilitated and the integrity of land is preserved. The company is committed to taking appropriate steps to identify and reduce the effects of any unforseen impacts from its activities.

Rehabilitated landform at Wattle Dam

Ramelius acknowledges that benefits flow from a workforce comprised of individuals with diverse backgrounds, experiences, values and skills. The Company encourages recruitment based on qualifications, skills, abilities and merit to ensure workforce vacancies are filled with the most suitable employees available. Ramelius also encourages personal development and training of employees to achieve their full potential for the mutual benefit of Ramelius and employees.

Workplace Gender Profile

During the year the Company updated its workplace gender profile as follows.

WORKPLACE PROFILE
		Women		Men	Casual			%
	Full time	Part time	Full time	Part time	Women	Men	Total Staff	Women	Men
Board*			4				4		100.0
Senior Executives/KMP's			4				4		100.0
Managers			12			1	13		100.0
Professional Staff	4	1	18			1	24	20.8	79.2
Technical Staff	5		26				31	16.1	83.9
Community & Personal Service Staff	3		1				4	75.0	25.0
Clerical & Administrative Staff	5	1			2		8	100.0
Machinery Operators and Drivers			26				26		100.0
Labourers			9				9		100.0
Other	1		4			2	7	14.3	85.7
Total	18	2	104		2	4	130	16.9	83.1

* Board includes Managing Director

Safety Training Coordinator, Eleanor McKechnie at the Checkers Mill, Mt Magnet.

A D V A N C I N G A N U M B E R O F E X C I T I N G

E X P L O R A T I O N O P P O R U N I T I E S I N A U S T R A L I A

Left to Right - Ramelius Directors Kevin Lines, Ian Gordon, Bob Kennedy and Mike Bohm with Dom Francese (CFO/Company Secretary) and Mark Zeptner (CEO).

Corporate Governance Statement as at 30 June 2014

Part A: Introduction

• A1. The Board of Directors are responsible for the overall Corporate Governance of the Company including strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting. In discharging this responsibility, the Board seeks to take into account the interests of all key stakeholders of the Company, including shareholders, employees, customers and the broader community.
• A2. As a listed entity, Ramelius Resources Limited is required to adhere to the ASX Listing Rules of the Australian Securities Exchange. This includes the requirement to annually report the extent to which the entity has followed the Corporate Governance Recommendations published by the ASX Corporate Governance Council ("ASXCGC"). The recommendations are based on eight core principles of best practice for corporate governance which are not intended to be prescriptions to be followed by all ASX listed companies, but rather guidelines designed to produce an outcome that is effective and of high quality and integrity. In considering corporate governance practices, the Board is mindful of the recognition by the ASXCGC that a "one size fits all" approach to Corporate Governance is not required. Instead, the ASXCGC states suggestions for best practice designed to optimise corporate performance and accountability in the interests of shareholders and the broader economy. A company may consider that a recommendation is inappropriate to its particular circumstances and has flexibility not to adopt it and explain why.
• A3. Except for those specifically identified and disclosed below, the Company has not to date adopted all ASXCGC best practice recommendations because the Board believes it cannot justify the necessary cost given the size of the company. The Board is, nevertheless, committed to ensuring that appropriate Corporate Governance practices are in place for the proper direction and management of the Company. This statement outlines the main Corporate Governance practices of the Company disclosed under the principles outlined by the ASXCGC, including those that comply with best practice and which unless otherwise disclosed, were in place during the whole of the financial year ended 30 June 2014.

	Summary of Corporate Governance Principles and Recommendations	Reference
	Principle 1 – Lay solid foundations for management and oversight
1.1	Establish the functions reserved to the board and those delegated to senior executives and	B4, B6, B8,
	disclose those functions.	B18, B20
1.2	Disclose the process for evaluating the performance of senior executives.	B9
1.3	Provide the information indicated in the Guide to reporting on Principle 1.	B11, B66
	Principle 2 – Structure the Board to add value
2.1	A majority of the Board should be independent directors.	B14
2.2	The chair should be an independent director.	B12, B14
2.3	The roles of the chair and chief executive officer should not be exercised by the same individual.	B15
2.4	The board should establish a nomination committee.	B7
2.5	Disclose the process for evaluating the performance of the board, its committees and individual directors.	B11
2.6	Provide the information indicated in the Guide to reporting on Principle 2.	B11, B12,
		B13, B14,
		B16, B17,
		B66
	Principle 3 – Promote ethical and responsible decision making
3.1	Establish a code of conduct and disclose the code or summary of the code as to: The practices necessary to maintain confidence in the company's integrity;	B22, B23
	•
	The practices necessary to take into account their legal obligations and the reasonable • expectations of their stakeholders;
	The responsibility and accountability of individuals for reporting and investigating • reports of unethical practices.

Establish a policy concerning diversity, and disclose the policy or a summary of that policy. B27
Disclose in each annual report the measurable objectives for achieving gender diversity set by B27
the board in accordance with the diversity policy and progress towards achieving them.
Disclose in each annual report the proportion of women employees in the whole organisation, B27
B66
B7, B29
B12, B14,
B29, B34
B30
B12, B13,
B34, B36,
B66
Establish written policies designed to ensure compliance with ASX Listing Rules disclosure B38
requirements and to ensure accountability at senior executive level for that compliance and
B37, B66
Design a communications policy for promoting effective communication with shareholders and B39
encouraging their participation at general meetings and disclose the policy or a summary of the
B40, B66
Establish policies for the oversight and management of material business risks and disclose a B41, B42
The board should require management to design and implement the risk management and B42
internal control system to manage the company's material business risks and report to it on
whether those risks are being managed effectively. The board should disclose that management
has reported to it as to the effectiveness of the company's management of its material business
The Board should disclose whether it has received assurance from the Chief Executive Officer B44
(or equivalent) and Chief Financial Officer (or equivalent) that the declaration provided in
accordance with section 295A of the Corporations Act is founded on a sound system or risk
management and internal control and that the system is operating effectively in all material
B44, B66
B7, B49
B64

C O R P O R A T E G O V E R N A N C E

8.3	Clearly distinguish the structure of non-executive director's remuneration from that of	B48, B50,
	executive directors and senior executives.	B56
8.4	Provide the information indicated in the Guide to reporting on Principle 8.	B12, B13,
		B48, B66

Part B: Corporate Governance Disclosure

Principle 1 – Lay solid foundations for management and oversight

Role of the Board

• B1. The Board is governed by the Corporations Act 2001, ASX Listing Rules and a formal constitution adopted by the Company in 2002 on its conversion from a proprietary limited company to a public company limited by shares and as subsequently amended by shareholders.
• B2. The Board's primary role is the protection and enhancement of long-term shareholder value.
• B3. The Board takes responsibility for the overall Corporate Governance of the Company including its strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting. In discharging this responsibility, the Board seeks to take into account the interests of all key stakeholders of the Company, including shareholders, employees, customers and the broader community.
• B4. The Board has adopted a formal Board Charter in accordance with ASXCGC best practice recommendation 1.1. The Board Charter details the functions and responsibilities of the Board of Directors including the Chairman and the Managing Director/Chief Executive Officer of the Company.
• B5. The Board of Directors is responsible for the overall Corporate Governance of the Company. The Board overviews the formulation of strategies and participates in setting objectives for the Company and the establishment of policies to be implemented by management. The Board monitors the activities of the Company and ensures the entity is accountable to external stakeholders.
• B6. The Board's responsibilities are extensive and include the following.
• Determining the size and composition of the Board of Directors, remuneration of directors (subject to the maximum aggregate amount as approved from time to time by the company in general meeting) and assessing the effectiveness of individual directors and the Board as a whole;
• Establishing committees of the Board and determining terms of reference and reporting requirements;
• Selecting and appointing (and where appropriate, removing) the Chief Executive, determining conditions of service including remuneration and reviewing performance against key objectives;
• Ratifying the appointment (and where appropriate, removal) of senior management including the Chief Financial Officer and Company Secretary and approving conditions of service including remuneration and performance monitoring;
• Reviewing senior management succession planning and development;
• Approving strategic directions and performance objectives for the Company and monitoring implementation by management;
• Ensuring adequate financial and human resources are available to achieve the Company's objectives;
• Delegating appropriate levels of authority to management;
• Overseeing the activities of the Company and ensuring effective systems of audit, risk management and internal controls are in place to protect the entity's assets and minimise operations beyond legal and regulatory requirements or acceptable risk thresholds;
• Monitoring compliance with legal and other regulatory requirements including accounting standards, continuous disclosure and ASX Listing Rules;
• Approving and monitoring financial budgets, capital management, major expenditures and significant acquisitions and divestments;
• Approving and monitoring financial and other reporting;
• Approving and monitoring appropriate policies, procedures, codes of conduct and ethical standards for directors and employees;
• Ensuring effective communication and reporting to shareholders and other key stakeholders of the Company.

Board processes and management

• B7. The Board has an established framework for the management of the entity including a system of internal control, a business risk management process and appropriate ethical standards. To assist in the execution of its responsibilities, the Board has an Audit Committee to deal with internal control; ethical standards and financial reporting. The Audit Committee's role and responsibilities, composition, structure and membership are set out in a formal Charter. The Board has also established a Nomination and Remuneration Committee to deal with nominations to the Board and oversee executive performance, remuneration, recruitment, retention and termination policies for senior management and incentive schemes. The Nomination and Remuneration Committee's role and responsibilities, composition, structure and membership are set out in a formal Charter.
• B8. The Board appoints a Managing Director/Chief Executive Officer responsible for the day to day management of the Company. The role of the Managing Director/Chief Executive Officer is documented in the Board Charter (refer Principle 2 below).

Performance Evaluation

• B9. The Nomination and Remuneration Committee evaluates the performance of the Managing Director/Chief Executive Officer, Chief Financial Officer/Company Secretary and other senior executives on a regular basis and makes recommendations to the Board on any performance related remuneration matters. The Board encourages continuing professional development of senior executives and other employees. The Company's remuneration practices are disclosed in the Remuneration Report section of the Directors Report.
• B10. The Nomination and Remuneration Committee's responsibilities include the following.
• Evaluating the necessary and desirable competencies for members of the Board of Directors;
• Assessing skills, experience and expertise and making recommendations to the Board on candidates for appointment and re-appointment as directors on the Board;
• Reviewing and making recommendations on processes for evaluating the performance of members of the Board and its Committees and for assessing and enhancing director competencies;
• Reviewing and monitoring progress of succession plans and making recommendations to the Board;
• Reviewing and making recommendations to the Board on the remuneration of the Managing Director/CEO;
• Reviewing and making recommendations to the Board, on advice from the Managing Director/CEO, on remuneration of senior executives of the company (other than the Managing Director/CEO) and in respect of remuneration matters generally;
• Evaluating and making recommendations to the Board on the Company's recruitment, retention and termination policies and procedures;
• Assessing and making recommendations to the Board on remuneration policies and practices including superannuation arrangements, incentive schemes and performance targets for senior executives and other employees of the Company.
• Reviewing and assessing annually the performance of the Committee and the adequacy of its charter.
• B11. A performance evaluation for the Board and its members is conducted by the Chairman on an informal basis as considered necessary. Such evaluation was undertaken by the Chairman during the 2014 financial year. Performance evaluations for relevant senior executives were undertaken by the remuneration committee during the 2014 financial year in accordance with the company's performance evaluation process.

Principle 2 – Structure the Board to add value

Composition of the Board

B12. The names of the directors of the Company and terms in office at the date of this Statement together with their skills, experience and expertise are set out below. The directors' terms in office are considered appropriate in light of the fact that the Company was a dormant company prior to its ASX listing in March 2003.

Robert Michael Kennedy ASAIT, Grad. Dip (Systems Analysis), FCA, ACIS, Life member AIM, FAICD Independent Non-Executive Chairman

Experience and expertise

Mr Kennedy has been the non-executive chairman of Ramelius Resources Limited since the Company was listed on ASX in March 2003 1. He is a Chartered Accountant and a consultant to Kennedy & Co, Chartered Accountants, a firm he founded. Mr Kennedy brings to the Board his expertise and extensive experience as chairman and non-executive director of a range of listed public companies in the resources sector.

He conducts the review of the Board including the Managing Director/Chief Executive Officer in his executive role. Mr Kennedy oversees the development of strategies for the development and future growth of the Company. Apart from his attendance at Board and Committee meetings, Mr Kennedy also contributes to the Board's external engagement of the Company, meeting with Government, investors and the media. He is a regular attendee of Audit Committee functions of the major accounting firms.

Current and former directorships in the last 3 years

Mr Kennedy is a director and Chairman of ASX listed companies Flinders Mines Limited (since 2001), Maximus Resources Limited (since 2004), Monax Mining Limited (since 2004), Tychean Resources Limited (formerly ERO Mining Limited) (since 2006), Marmota Energy Limited (since 2007), Tellus Resources Limited (since 2013) and a former director of Beach Energy Limited (1991 to 2012), Somerton Energy Limited (2010 to 2012),Adelaide Energy Limited (2011 to 2012), and Impress Energy Limited (2011 to 2012). He was appointed Chairman of the University of Adelaide's Institute of Minerals and Energy Resources in 2008 and his term ended early in 2014.

Responsibilities

Membership of the Audit Committee and the Nomination and Remuneration Committee.

From 1995 to the date of listing, Mr Kennedy was a director of the entity which was a dormant proprietary company.

Ian James Gordon BCom, MAICD

Non-Executive Director¹

Experience and expertise

Mr Gordon joined Ramelius Resources Limited in June 2007 and was appointed an executive director on 18 October 2007. He has more than 20 years of experience in the resources industry in gold, diamonds and base metals. He has held management positions with Rio Tinto Exploration Pty Ltd, Gold Fields Australia Pty Ltd and Delta Gold Limited. He was a director of ASX listed company, Glengarry Resources Limited (2004 to 2005). Mr Gordon's contribution to the Board is his broad experience in gold exploration and mining operations in Australia and knowledge of industry issues directed towards expanding and strengthening the future growth of Ramelius.

Current and former directorships in the last 3 years

Mr Gordon is the managing director of Flinders Mines Limited

Responsibilities

Nil.

1 Mr I J Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remained on the board as a Non-Executive Director.

Kevin James Lines BSc (Geology), MAusIMM

Independent Non-Executive Director

Experience and expertise

Mr Lines joined Ramelius Resources Limited as a non-executive director on 9 April 2008. He has over 30 years of experience in mineral exploration and mining for gold, copper, lead, zinc and tin. He has held senior geological management positions with Newmont Australia Limited, Normandy Mining Limited and the CRA group of companies. He was the foundation Chief Geologist at Kalgoorlie Consolidated Gold Mines where he led the team that developed the ore-body models and geological systems for the Super-Pit Operations in Kalgoorlie, managed the Eastern Australian Exploration Division of Newmont Australia Limited that included responsibility for the expansive tenement holdings of the Tanami region. The contribution of Mr Lines to the Board is his extensive experience in the assessment and evaluation of exploration projects and development of properties and mining operations overseas.

Current and former directorships in the last 3 years

He is former Managing Director of ASX listed ERO Mining Limited (2006 to 2011).

Responsibilities

Chair of the Audit Committee and member of the Nomination and Remuneration Committee.

Michael Andrew Bohm BAppSc (Mining Engineering), MAusIMM, MAICD

Independent Non-Executive Director

Experience and expertise

Mr Bohm joined Ramelius Resources Limited as a non-executive director on 29 November 2012. He is an experienced mining professional with extensive corporate and operational management experience in the minerals industry in Australia, South East Asia, Africa, Chile, Canada and Europe. He is a graduate of the WA School of Mines and has worked as a mining engineer, mine manager, study manager, project manager, project director and Managing Director. He has been directly involved in a number of project developments in the gold, base metals and diamond sectors in both open pit and underground mining environments.

Current and former directorships in the last 3 years

Mr Bohm is a director of ASX-TSX listed company, Perseus Mining Limited (since 2009) and also a former director of Herencia Resources PLC (2006 to 2013).

Responsibilities

Chair of the Nomination and Remuneration Committee and member of the Audit Committee.

B13. The Company held 23 meetings of directors (including committees of directors) during the financial year. The number of directors' meetings and number of meetings attended by each of the directors of the Company (including committees of directors) during the financial year were as follows:

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B14. The composition of the Board at the date of this statement consists of four directors, Messrs RM Kennedy (Chairman), KJ Lines, IJ Gordon and MA Bohm. Apart from Mr Gordon who was the Company's Managing Director and Chief Executive Officer until 10 June 2014, all other directors during the year including the Chairman, were non-executives. The composition of the Board during the year was at all times comprised of a majority of non-executive directors, who the Board considers meet the independent director criteria contained in ASXCGC best practice recommendation 2.1. Due to his employment as an executive of the Company until 10 June 2014, Mr Gordon is not considered to be an independent director. The Board seeks to have a Board of Directors with a mixture of skills including business, financial and mining related competencies, diverse backgrounds and experiences and seeks to fill any vacant positions with the best candidates available regardless of gender, religion, cultural background or marital status.

• B15. Mr Kennedy's role as Chairman of the Board is separate from that of the Managing Director/Chief Executive Officer, who is responsible for the day to day management of the Company and is in compliance with the ASXCGC best practice recommendation 2.3 that these roles not be exercised by the same individual.
• B16. The Company's constitution specifies the number of directors must be at least three and at most ten. The Board may at any time appoint a director to fill a casual vacancy. Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and thereafter directors (other than the Managing Director) are subject to re-election at least every three years. The tenure for executive directors is linked to their holding of executive office.
• B17. Formal deeds were entered into by the Company with directors whereby all directors are entitled to take such legal advice as they require at any time and from time to time on any matter concerning or in relation to their rights, duties and obligations as directors in relation to the affairs of the Company.
• B18. The Board Charter details the roles of the Chairman and Managing Director/Chief Executive Officer as follows.

Role of the Chairman

• B19. The role of Chairman is non executive and central to the effective corporate governance of the Company. The Chairman leads the Board and General Meetings of the Company and is instrumental in ensuring effective communications exist between the Board of Directors and senior management. The Chairman is also responsible for the following.
• Ensuring the Company has an effective Board and that there are appropriate procedures in place to evaluate the performance of the Board as a whole, its individual directors and committees;
• Ensuring that meetings of the Board are conducted efficiently and effectively and that the quality of agenda and Board papers properly inform directors on the operations of the Company so as to facilitate effective review, analysis, discussion and decision making by directors;
• Promoting high standards of integrity and ethics;
• Establishing and maintaining a close working relationship with the Managing Director/Chief Executive Officer and providing ongoing support and advice;
• Overseeing communications with shareholders and other key stakeholders and representing the Board of Directors as required.

Role of the Managing Director/Chief Executive Officer

• B20. The role of the Managing Director/Chief Executive Officer is separate from the Chairman and is appointed by the non-executive directors of the Board. The responsibilities of the Managing Director/Chief Executive Officer include the following.
• Recommending strategic directions and implementing business plans approved by the Board;
• Managing the day to day operations of the Company including its financial, physical and human resources;
• Developing and implementing risk management procedures;
• Developing and implementing internal control and regulatory compliance policies and procedures;
• Providing timely, accurate and relevant information to the Board.

Principle 3 – Promote ethical and responsible decision making

Ethical standards

• B21. The Company aims to a high standard of corporate governance and ethical conduct by directors and employees.
• B22. The Company has a Policy Manual which contains a code of conduct that provides guidance to employees regarding expected standards of behaviour, ethics and integrity as a condition of their employment

B23. The Company's code of conduct requires Directors and officers to:

• act in good faith and in the best interests of the Company;
• exercise care and diligence that a reasonable person in that role would exercise;
• exercise their powers in good faith for a proper purpose and in the best interests of the Company;
• not improperly use their position or information obtained through their position to gain a personal advantage or for the advantage of another person to the detriment of the Company;
• disclose material personal interests and avoid actual or potential conflicts of interests;
• keep themselves informed of relevant Company matters;
• keep confidential the business of all directors meetings; and
• observe and support the Board's Corporate Governance practices and procedures.
• B24. All directors have signed deeds with the Company which require them to provide the Company with details of all securities registered in the director's name or an entity in which the director has a relevant interest within the meaning of section 9 of the Corporations Act 2001 and details of all contracts, other than contracts to which the Company is a party to which the director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in the Company and the nature of the director's interest under the contract.
• B25. Directors are required to disclose to the Board any material contract in which they may have an interest. In accordance with Section 195 of the Corporations Act 2001, a director having a material personal interest in any matter to be dealt with by the Board, will not be present when that matter is considered by the Board and will not vote on that matter.

Trading in the Company's Securities

B26. The Company has a policy whereby directors, officers and employees are not permitted to trade in securities of the Company at any time whilst in possession of price sensitive information not readily available to the market. Section 1043A of the Corporations Act 2001 also prohibits the acquisition and disposal of securities where a person possess information that is not generally available and which may reasonably be expected to have a material effect on the price of the securities if the information was generally available. In addition the Board has approved a formal policy regarding notification of Directors' interests in securities of the Company and contracts.

Diversity

• B27. The Company has a diversity policy which acknowledges that benefits flow from a workforce comprised of individuals with diverse backgrounds, experiences, values and skills. The Company is committed to promoting diversity through the following key objectives:
• Establishment of formal responsibility for setting measurable objectives, and for overseeing and monitoring Ramelius' commitment to diversity;
• Documentation and promotion of a formal diversity policy;
• Documentation and endorsement of other relevant policies which reflect the Company's position on diversity;
• Recruitment based on qualifications, skills, abilities and merit to ensure workforce vacancies are filled with the most suitable employees available;
• Encouragement of personal development and training of employees to achieve their full potential for the mutual benefit of Ramelius and employee;
• Annual assessment of objectives and progress towards their achievement.

The Board is responsible for setting and reviewing measurable objectives. A summary of the Company's progress to date on diversity is as follows:

• The Managing Director/Chief Executive Officer continued to oversee the implementation of the Company's diversity policy;
• The Company's diversity policy is disclosed on the Ramelius website;
• The Company's 2013/14 public report on workplace gender equality is available on the Ramelius website at www.rameliusresources.com.au/investors/corporate-governance;
• A staff survey on workplace diversity was considered but was not undertaken due to available resources. A mine site staff training presentation was conducted during the year on appropriate workplace behaviour, discrimination, harassment and bullying;
• The Company's workplace gender profile was updated during the year and circulated to all staff.

30 June 2014	Males	Females	Total
Board (non-executive)	3	0	3
Senior Executives*	5	0	5
Other employees	100	22	122
Total	108	22	130
30 June 2013	Males	Females	Total
Board (non-executive)	3	0	3
Senior Executives*	5	0	5
Other Employees	97	25	122
Total	105	25	130

* Includes Managing Director/CEO

The following measurable objectives have been re-set for the 2014/15 financial year.

• Conduct a staff survey to assist with understanding and promotion of a corporate culture that supports workplace diversity.
• Review of policies and documentation in respect of equal opportunity and expected workplace behaviour.

Principle 4 – Safeguard integrity in financial reporting

CEO/CFO declarations on financial reports

B28. The Chief Executive Officer and Chief Financial Officer are required to provide written declarations to the Board stating that in their opinions the Company's annual financial reports present a true and fair view, in all material respects, of the Company's financial position and financial performance and are in accordance with relevant accounting standards.

Audit Committee

• B29. Ramelius had an Audit Committee during the whole financial year and in accordance with ASXCGC best practice recommendation 4.1 was established to oversee the Company's internal controls, ethical standards, financial reporting, and external accounting and compliance procedures.
• B30. The Board has adopted a formal Charter for the Audit Committee in accordance with ASXCGC best practice recommendation 4.3. The Charter details the Audit Committee's role and responsibilities, composition and membership requirements. The role of the Chairman of the Audit Committee is also detailed in the Charter.
• B31. The Audit Committee is generally responsible for the integrity of the Company's financial reporting and overseeing the performance and independence of the external auditor. The external lead audit partner and reviewing partner must rotate every five years as required by the Corporations Act.
• B32. Members of the Audit Committee have full rights to access all information and records of the Company and to discuss any matter with the external auditor and senior management. The Committee also has the right to seek external professional advice at the cost of the Company.
• B33. The Audit Committee's responsibilities are as follows:
• Overseeing establishment, maintenance and reviewing the effectiveness of the Company's internal control and ensuring efficacy and efficiency of operations, reliability of financial reporting and compliance with applicable Accounting Standards, Regulations and ASX Listing Rules;
• Reviewing, assessing and making recommendations to the Board on the annual and half year financial reports and other financial information or formal announcements published or released by the Company;
• Assessing and ensuring that any significant transactions and related party dealings are properly recognised, recorded and disclosed in the Company's financial reports;
• Obtaining and reviewing statements from the Chief Executive Officer and Chief Financial Officer expressing opinions on whether the Company's financial records have been properly maintained and whether financial statements comply with accounting standards and present a true and fair view;
• Reviewing the effectiveness of the Company's risk management and internal compliance systems;
• Approving and monitoring appropriate policies, procedures, codes of conduct and ethical standards for directors and employees and receiving and assessing management reports on any deficiencies or weaknesses that may arise;
• Liaising and discussing any relevant issues with the Chief Executive Officer and Chief Financial Officer;
• Assessing the scope of the annual audit and half year review, ensuring emphasis is placed on any areas requiring special attention;
• Liaising with and reviewing all reports of the external auditor including audit reports, management letters and independence declarations;
• Reviewing performance and assessing independence of the external auditor having regard for the provision of any non-audit services and where necessary, making recommendations relating to audit fees, selection process, appointment, and removal of the Company's external auditor;
• Obtaining and reviewing statements confirming the external auditor's independence;
• Reviewing and monitoring management's response to any significant external auditor findings and recommendations;
• Reporting generally to the Board on the activities of the Committee and making any necessary recommendations relating to areas of improvement;
• Reviewing the contents of statements to be included in the annual report on the activities of the Committee
• Ensuring effective communication and reporting of the role of the Committee to shareholders and other key stakeholders of the Company;
• Reviewing and assessing annually the performance of the Committee and the adequacy of its charter.

C O R P O R A T E G O V E R N A N C E A N D E T H I C A L

C O N D U C T B Y D I R E C T O R S A N D E M P L O Y E E S

C O R P O R A T E G O V E R N A N C E

• B34. The Audit Committee consists of three non-executive Board directors, Messrs Kennedy, Lines and Bohm, and is chaired by Mr Lines. Mr Kennedy is a qualified Chartered Accountant. Details of these directors' qualifications and attendance at meetings are set out in the Directors' Report section of this report.
• B35. The role of Chairman is non-executive and central to the effectiveness of the Audit Committee and its contribution to the Board's overall responsibility for the Corporate Governance of the Company. The Chairman leads the Committee and its meetings and is instrumental in ensuring effective communications exist between the Committee and the Board of Directors, senior management and external auditor. The Chairman is also responsible for the following.
• Ensuring the Audit Committee has appropriate procedures in place to evaluate the performance and effectiveness of the Committee as a whole and its individual Members;
• Ensuring that meetings of the Audit Committee are conducted efficiently and effectively and that the quality of agendas and papers properly inform Members on matters before the Committee that facilitates effective review, analysis, discussion and decision making by Members of the Committee;
• Promoting high standards of integrity and ethics;
• Maintaining a close working relationship with the Managing Director/Chief Executive Officer, senior management and external auditor so as to facilitate an effective flow of relevant and appropriate information to the Committee;
• Ensuring that the Board is kept informed on all matters relating to the activities of the Committee and overseeing any communications concerning its activities with shareholders and other key stakeholders.
• B36. The Committee meets at least two times per annum and reports to the Board. The Managing Director/Chief Executive Officer, Chief Financial Officer and external auditor may by invitation attend meetings at the discretion of the Committee.

Principle 5 – Making timely and balanced disclosure

Continuous Disclosure

• B37. The Company operates under the continuous disclosure requirements of the ASX Listing Rules and ensures that all information which may be expected to affect the value of the Company's securities or influence investment decisions is released to the market in order that all investors have equal and timely access to material information concerning the Company. The information is made publicly available on the Company's website following release to the ASX.
• B38. In accordance with ASXCGC best practice recommendation 5.1, on 28 November 2013 the Board approved a formal continuous disclosure policy to promote timely disclosure of material information, proper vetting and authorisation of announcements that are factual and properly presented. Previously, such procedures had only been summarised and not formally documented in detail. The Board did not consider this to have previously impeded compliance with the continuous compliance requirements of the ASX Listing Rules.

Principle 6 – Respect the rights of shareholders

The Role of Shareholders

• B39. The Board aims to ensure that shareholders are informed of all major developments affecting the Company's state of affairs. In accordance with the ASXCGC best practice recommendation 6.1, information is communicated to shareholders as follows:
• the annual financial report which includes relevant information about the operations of the Company during the year, changes in the state of affairs of the entity and details of future developments, in addition to the other disclosures required by the Corporations Act 2001;
• the half yearly financial report lodged with the Australian Securities Exchange and thereby the Australian Securities and Investments Commission and sent to all shareholders who request it;

• notifications relating to any proposed major changes in the Company which may impact on share ownership rights that are submitted to a vote of shareholders;

• notices of all meetings of shareholders;

• publicly released documents including full text of notices of meetings and explanatory material made available on the Company's internet web-site at www.rameliusresources.com.au and sent by email to shareholders who request to receive such information electronically; and
• disclosure of the Company's Corporate Governance practices and communications strategy on the entity's internet web-site.
• B40. The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company's strategy and goals. Important issues are presented to the shareholders as single resolutions. In accordance with ASXCGC best practice recommendations, the external auditor of the Company is also invited to the Annual General Meeting of shareholders and is available to answer any questions concerning the conduct, preparation and content of the auditor's report. Pursuant to section 249K of the Corporations Act 2001 the external auditor is provided with a copy of the notice of meeting and related communications received by shareholders.

Principle 7 – Recognise and manage risks

Risk Assessment and Management

• B41. The Board recognises that there are inherent risks associated with the Company's operations including mineral exploration and mining, environmental, title and native title, legal and other operational risks. The Board endeavours to mitigate such risks by continually reviewing the activities of the Company in order to identify key business and operational risks and ensuring that they are appropriately assessed and managed. The Board of Directors believe that consistent with the operations of the Company, its key stakeholders, principally shareholders, are willing to accept a higher level of risk than may otherwise be expected with other listed companies in return for higher potential rewards. Nevertheless, the Directors consider that there is value in formalising a process for monitoring material business risks in order to assist it with its overall responsibility for mitigating such risks.
• B42. The Board has approved a policy manual, the contents of which assist with risk mitigation, oversight and management. However the Board has not to date requested management to formally design and implement a risk management and internal control system to manage the entity's material business risks because the Board considers the size of the Company renders the costs associated with this to be prohibitive. Consequently management does not currently report to the Board against a formal risk management and internal control system. Notwithstanding this, the Company has conducted a risk review and developed a risk register.
• B43. Although the Board recognises its ultimate responsibility for risk management and oversight, in discharging its duties, considerable reliance is placed on information provided by management to mitigate material business risks. Ramelius does not have a separate Risk Management Committee as the Directors do not consider this would be efficient given the size of the Board and in view of the size of the Company and the environment in which it operates. Instead Directors prefer to proactively and continually assess all material business risks as part of the Board's overall decision making process. Whilst every effort is made by Directors to weigh up material business risks against potential rewards in their decision making process, the Board acknowledges that no process can guarantee elimination of potential material loss.
• B44. The Chief Executive Officer and Chief Financial Officer are required to declare to the Board in writing that the financial records of the Company for the financial year have been properly maintained in accordance with Section 286 of the Corporations Act 2001 the financial statements and associated notes comply in all material respects with the accounting standards as required by Section 296 of the Corporations Act 2001; and the financial statements and associated notes give a true and fair view, in all material respect, of the financial position as at balance date and performance of the Company for the year as required by Section 297 of the Corporations Act 2001. The declarations were provided to the Board in respect of the current financial year. However these officers are not presently required to state in writing that the integrity of the financial statements are based on a sound system of risk management and internal control because the Board considers the size of the Company renders the costs of implementing such systems and controls prohibitive.

Principle 8 – Remunerate fairly and responsibly

Remuneration Policy

B45. In accordance with ASXCGC best practice recommendations, the Company's remuneration practices are set out as follows.

Remuneration Practices

• B46. The Company's policy for determining the nature and amounts of emoluments of board members and Key Management Personnel/senior executives of the Company is as follows.
• B47. The Company's Constitution specifies that the total amount of remuneration of non-executive Directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of non-executive directors has been set at \$550,000 per annum. Directors may apportion any amount up to this maximum amount amongst the non-executive directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as Directors. The remuneration of the Managing Director/Chief Executive Officer is determined by the non-executive directors on the Nomination and Remuneration Committee and approved by the Board as part of the terms and conditions of his employment which are subject to review from time to time. The remuneration of other executive officers and employees is determined by the Managing Director/Chief Executive Officer subject to the review of the Remuneration Committee and approval of the Board.
• B48. Non-executive director remuneration is by way of fees and statutory superannuation contributions. Non-executive Directors do not participate in schemes designed for remuneration of executives nor do they receive options or bonus payments and are not provided with retirement benefits other than salary sacrifice and statutory superannuation.
• B49. The Company's remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of the Company. The Nomination and Remuneration Committee is responsible for assessing relevant employment market conditions and achieving the overall, long term objective of maximising shareholder benefits, through the retention of high quality personnel. A Nomination and Remuneration Committee was established to assist the Board by overseeing remuneration policies and make recommendations to the Board. The Company may also engage external consultants to advise on remuneration policy and to benchmark remuneration of senior executives against comparable entities so as to ensure that remuneration packages are consistent with the market and are appropriate for the organisation.
• B50. All key management personnel/senior executives receive a base salary based on factors such as experience, length of service, superannuation and performance incentives. Performance incentives are generally paid once predetermined key performance indicators have been met. Key management personnel/senior executives receive superannuation contributions; however do not receive any other form of retirement benefits. Individuals may elect to salary sacrifice part of their salary to increase payments towards superannuation. On retirement, key management personnel/senior executives are paid employee benefit entitlements accrued to the date of retirement.
• B51. To date, the Company has not emphasised payment for results through the provision of cash bonus schemes or other incentive payments based on key performance indicators. However the Nomination and Remuneration Committee may recommend to the Board the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives as considered appropriate by the Nomination and Remuneration Committee. Cash bonuses paid during the financial year are disclosed in the Remuneration Report section of the Directors' Report.
• B52. All remuneration paid to key management personnel/senior executives is valued at the cost to the Company and expensed.

Employee Incentive Plan

B53. The Company has an Employee Share Acquisition Plan and a Performance Rights Plan which have been approved by shareholders in November 2007. The Share Acquisition Plan enables the Board to offer eligible employees as a long-term incentive, ordinary fully paid shares in the Company and in accordance with the terms of the Plan, shares may be offered at no consideration unless the Board determines that market value or some other value is appropriate. Any consideration may be by way of interest free loans repayable in accordance with the terms and conditions of the Plan. The Performance Rights Plan enables the Board to grant Performance Rights (being entitlements to shares in the Company that are subject to satisfaction of vesting conditions) to selected key senior

executives as a long-term incentive as determined by the Board in accordance with the terms and conditions of the Plan.

• B54. The objective of the Share Acquisition Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success and profitability for the Company and to maximise the long term performance of the Company. The objective of the Performance Rights Plan is to provide selected senior executives the opportunity to participate in the equity of the Company through the issue of Performance Rights as a long term incentive that is aligned to the long term interests of shareholders.
• B55. Details of share based compensation to key management personnel/senior executives are disclosed in the Remuneration Report section of the Directors' Report.

Performance Based Remuneration

• B56. Key Management Personnel/senior executives receive performance based remuneration as considered appropriate by the Nomination and Remuneration Committee and the Board. The intention of this remuneration is to facilitate goal congruence between Key Management Personnel/senior executives with that of the business and shareholders.
• B57. The remuneration policy of the Company has been tailored to increase goal congruence between shareholders, directors and senior executives. Two methods have been used to achieve this aim.
• B58. The first method was the issue of options to Key Management Personnel/senior executives. Options issued to Key Management Personnel/senior executives during the current financial year are disclosed in the Remuneration Report section of the Directors' Report.
• B59. The second method was through a Performance Rights Plan based on Key Performance Indicators ("KPI's") set by the Board. The KPI conditions attached to the Performance Rights Plan include a vesting period of three years from grant date.
• B60. Rights are recognised on a pro-rata basis over the vesting period. Any Rights that do not vest on the vesting date will lapse. The Rights may be subject to performance conditions which are to be tested in future financial periods. Details of share based compensation to key management personnel/senior executives are disclosed in the Remuneration Report section of the Directors' Report.
• B61. The employment conditions of Executive Directors including the Chief Executive Officer and Key Management Personnel/senior executives are formalised in contracts of employment. The contracts have no fixed term with specific terms not greater than 12 months' notice of termination by the executive and Company. Generally, employment contracts of senior executives enable the Company to terminate the contracts without cause by providing written notice or making a termination payment in lieu of notice including a minimum termination payment as provided for under the contracts. However any such termination payments to officers of the Company are subject to the requirements of ASX Listing Rule 10.19, and in the event that the value of termination benefits to be paid and the value of all other termination benefits that are or may be payable to all officers of the Company together exceed 5% of the equity interests of the Company as set out in the latest accounts given to the ASX, the payment shall be pro-rata based on the maximum total termination benefits allowable under ASX Listing Rule 10.19. Termination payments are not generally payable on resignation or dismissal for serious misconduct. Any performance rights or options not vested or exercised before the date of termination will lapse.
• B62. Details of directors' and key management personnel/senior executive remuneration, superannuation and retirement payments are set out in the Remuneration Report section of the Directors' Report.
• B63. In August 2008 the Board established a Remuneration Committee to deal with executive performance, remuneration, recruitment, retention and termination policies for senior management and incentive schemes. In August 2009 the committee was renamed the Nomination and Remuneration Committee.
• B64. The Nomination and Remuneration Committee during the whole of the financial year consisted of three nonexecutive Board directors, Messrs Kennedy, Lines and Bohm. The Committee was chaired by Mr Bohm. Details of these directors' qualifications and attendance at meetings are set out in the Directors' Report. The Committee consisted of three members and had a majority of independent directors including an independent Chairman which meets ASXCGC best practice recommendation 8.2.

Products limiting risk

B65. The Company has a policy that Directors should not engage in hedge contracts over securities of the Company.

C O R P O R A T E G O V E R N A N C E

Corporate Governance Statements

B66. Corporate governance statements relating to the following matters are publicly available from the Company's website at www.rameliusresources.com.au

• Functions and responsibilities of the Board, Chairman & Managing Director/Chief Executive Officer;
• Board charter;
• Audit Committee charter
• Nomination and Remuneration Committee charter
• Code of Conduct
• Trading Policy
• Diversity
• Continuous Disclosure
• Risk oversight and management
• Products limiting risk

Mt Magnet - Checker Gold Mill

	R A M E L I U S R E S O U R C E S L I M I T E D
	T W O T H O U S A N D & F O U R T E E N
	A N N U A L F I N A N C I A L R E P O R T
Ramelius Resources Limited 2014 Annual Report - 45

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Your directors present their report on the consolidated entity consisting of Ramelius Resources Limited and the entities it controlled at the end of, or during, the year ended 30 June 2014. Throughout the report, the entity is referred to as the group.

DIRECTORS

The directors of Ramelius Resources Limited (Ramelius or Company) at any time during the financial year and until the date of this report are set out below.

Details of directors' qualifications, experience and special responsibilities are as follows:

Robert Michael Kennedy ASAIT, Grad. Dip (Systems Analysis), FCA, ACIS, Life Member AIM, FAICD Non-Executive Chairman

Experience and expertise

Mr Kennedy has been the non-executive chairman of Ramelius Resources Limited since the Company was listed on ASX in March 2003¹. He is a Chartered Accountant and a consultant to Kennedy & Co, Chartered Accountants, a firm he founded. Mr Kennedy brings to the Board his expertise and extensive experience as chairman and non-executive director of a range of listed public companies in the resources sector.

He conducts the review of the Board including the Managing Director/Chief Executive Officer in his executive role. Mr Kennedy oversees the development of strategies for the development and future growth of the Company. Apart from his attendance at Board and Committee meetings Mr Kennedy also contributes to the Board's external engagement of the Company meeting with Government, investors and the media. He is a regular attendee of Audit Committee functions of the major accounting firms.

Other current directorships

Mr Kennedy is a director of ASX listed companies Flinders Mines Limited (since 2001), Maximus Resources Limited (since 2004), Monax Mining Limited (since 2004), Tychean Resources Limited (formerly ERO Mining Limited) (since 2006), Marmota Energy Limited (since 2007) and Tellus Resources Limited (since 2013).

Former directorships in the last 3 years

Mr Kennedy was a former director of ASX listed companies Beach Energy Limited (1991 to 2012), Somerton Energy Limited (2010 to 2012), Adelaide Energy Limited (2011 to 2012), Impress Energy Limited (2011 to 2012) and Chairman of the University of Adelaide's Institute of Minerals and Energy Resources (2008 and his term ended early in 2014). Responsibilities

Membership of the Audit Committee and Nomination and Remuneration Committee.

1 From 1995 to the date of listing, Mr Kennedy was a director of the entity which was a dormant proprietary company.

Ian James Gordon BCom, MAICD

Non-Executive Director

Experience and expertise

Mr Gordon joined Ramelius Resources Limited in June 2007 and was appointed a director on 18 October 2007. He has more than 20 years of experience in the resources industry in gold, diamonds and base metals. He has held management positions with Rio Tinto Exploration Pty Ltd, Gold Fields Australia Pty Ltd and Delta Gold Limited. He was a director of ASX listed company, Glengarry Resources Limited (2004 to 2005). Mr Gordon's contribution to the Board

is his broad experience in gold exploration and mining operations in Australia and knowledge of industry issues directed towards expanding and strengthening the future growth of Ramelius.

Other current directorships

Mr Gordon is the managing director of Flinders Mines Limited.

Former directorships in the last 3 years

None.

Responsibilities

Nil

1 Mr I J Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remains on the board as a Non-Executive Director.

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RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

DIRECTORS' INTERESTS

At the date of this report, the interest of each director in shares and rights of Ramelius Resources Limited are:

Director	Number of		Options over
	ordinary shares 1	Nature of interest ordinary shares 1		Nature of interest
Mr R M Kennedy	10,041,667	Indirect	1,004,167	Indirect
Mr I J Gordon	845.353	Direct and indirect	20.916	Direct and indirect
Mr K J Lines	1,000,000	Indirect	500,000	Indirect
Mr M A Bohm	487,500	Direct and indirect	138,750	Direct and indirect

1 Includes shares and options issued subsequent to 30 June 2014 pursuant to the share placement and rights issue.

COMPANY SECRETARY

Domenico Antonio Francese BEc., FCA, FFin, ACSA, ACIS

Experience and expertise

Appointed Company Secretary on 21 September 2001. Mr Francese is a Chartered Accountant with an audit and investigations background and more than 12 years experience in a regulatory and supervisory role with the ASX.

Responsibilities

Chief Financial Officer

PRINCIPAL ACTIVITIES

The principal activities of the group during the year included exploration, mine development, mine operations, the sale of gold and milling services. There were no significant changes in those activities during the year.

OPERATING AND FINANCIAL REVIEW

FINANCIAL REVIEW

Sales revenue for the year ended 30 June 2014 decreased by 2% to \$133.0 million compared to \$135.6 million reported in the previous corresponding period, mainly due to:

• · lower average realised gold prices, down 10% from A\$1,558 to A\$1,404,
• · lower silver sales, down 40% from \$0.5 million to \$0.3 million,
• offset in part by higher gold production sales, up 8% to 92,830 ounces compared to 86,284 ounces sold, and
• greater milling revenue, up 144% to \$2.2 million compared to \$0.9 million

Sales revenue comparison (\$M)

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Gross profit (loss)

Gross loss for the year ended 30 June 2014 was \$32.7 million, up from the previous corresponding period gross loss of \$21.6 million as follows.

Gross profit (loss)		$Jun-14$	$Jun-13$	Movement
Sales revenue	\$M	133.0	135.6	(2.6)
Cash cost of production	ŚΜ.	(115.6)	(99.1)	(16.5)
Cash effect	\$M	17.4	36.5	(19.1)
Amortisation and depreciation	\$M	(49.8)	(32.3)	(17.5)
Inventory movements and write-downs	\$M	(0.3)	(25.8)	25.5
Gross profit (loss)	\$M	(32.7)	(21.6)	(11.1)

Profit (loss)

A loss after income tax was recorded for the year ended 30 June 2014 of \$85.5 million, compared to a loss of \$50.8 million in the previous corresponding period, mainly attributable to the following non-cash write-downs:

• Impairment of Mt Magnet development assets of \$54.1 million (2013: \$20.3 million)
• Impairment of Wattle Dam development assets of nil (2013: \$2.3 million)
• Impairment of Burbanks plant and equipment of \$2.5 million (2013: nil)
• Impairment of exploration assets of \$2.0 million (2013: \$14.8 million)
• Impairment of trade receivables of \$1.2 million (2013: nil)
• Write-down of inventory to lower of cost and net realisable value \$12.6 million (2013: \$21.3 million)
• Write-down of available-for-sale investments of nil (2013: \$3.1 million)
• Share based payments of \$1.1 million (2013: \$1.8 million)

Underlying profit (loss)

By adjusting reported profit (loss) after income tax for the year ended 30 June 2014 to exclude impairment, unrealised and non-recurring items, as shown below, the underlying loss after income tax for the consolidated entity is \$34.8 million. This is an increase on the previous corresponding period, driven predominantly by a fall in the gold price and increased production related expenditure and investment during the current reporting period at Mt Magnet.

Comparison of underlying profit (loss)		$Jun-14$	$Jun-13$	Movement
Net profit (loss) after tax	\$M	(85.5)	(50.8)	(34.7)
Adjusted for:
Mark-to-market of investments	\$M		3.1	(3.1)
Inventory write-downs	\$M	12.6	21.3	(8.7)
Impairment of assets	\$M	59.8	37.4	22.4
Tax effect	\$M	(21.7)	(18.5)	(3.2)
Underlying net profit (loss) after tax	SM	(34.8)	(7.5)	(27.3)

OPERATIONS REVIEW

Mining at Mt Magnet continued during the financial year whilst mining at Western Queen South (Western Queen) was completed in March 2014. Mining at Mt Magnet focused on the higher grade Saturn pit. Mining at the Coogee open pit concluded in February 2014. The project was completed on time and within budget. Decommissioning of both Western Queen South and Coogee mine site infrastructure and site rehabilitation were completed in the financial vear.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Total group fine gold production increased by 16% to 92,887 ounces in the financial year compared to 79,799 ounces in the previous corresponding period.

	$Jun-14$		$Jun-13$
Production	Dry tonnes mined (high grade)	Fine gold production (oz)	Dry tonnes mined (high grade)	Fine gold production (oz)
Mt Magnet (incl. Western Queen)	1,266,139	73.980	1,531,063	58,370
Burbanks (Coogee, Wattle Dam and acquired ore)	147.400	18.907	75,331	21.429
Total production	1,413,539	92,887	1,606,394	79,799

Group cash cost of production (excluding investment in mine stripping) averaged \$1,366 per ounce for the financial year (2013: \$1,535) which was below the average realised gold price of \$1,404 (2013: \$1,558) per ounce over the same period.

Average Realised Gold Price v Cash Cost

Mt Magnet and Western Queen South mines

During the year mining continued to focus on the Saturn pit within the Galaxy area during the year. Progress continued as the cutback reached the base of the previously mined pit. This resulted in a steady increase in production and a declining trend in the level of investment in stripping activities.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Production at Mt Magnet was affected by a failure of the ball mill drive motor in November 2013. This was partially offset by milling of higher grade ore. Further steps were taken to separate and prioritise high grade ore availability during the period of reduced mill throughput. Historic Hill 50 tails material was also milled to buffer the mostly fresh Saturn ore feed within the SAG mill. As a result, an increase in head grade and recovered gold was achieved during the financial year.

Ore mining at Western Queen South commenced in August 2013 as the cutback reached the floor of the previous pit. Work to upgrade the haul road was undertaken in the period and ore haulage commenced in October 2013. Milling of ore commenced immediately upon delivery to Mt Magnet. A wall failure at Western Queen South interrupted progress in December 2013 however good ore production was achieved. After geotechnical inspection a remediation plan was implemented that involved mining into the failure area to remove unstable material, forming a flatter wall profile, sheeting with fresh waste rock and bunding the toe of the failure zone. The slip area had been remediated and normal mining activity resumed. Mining at Western Queen South was completed in March 2014 and milling of the last stockpiles of Western Queen South ore was completed in May 2014. Decommissioning of site infrastructure and site rehabilitation at the Western Queen South mine were mostly completed in the financial year.

Total fine gold production in the vear at Mt Magnet (including Western Queen South) increased 27% to 73.980 ounces from 58,370 ounces in the previous corresponding period.

Coogee mine

Site clearing and infrastructure placement commenced in July 2013 and mining started in early August 2013. Mining at the Coogee open pit concluded in February 2014. Haulage of mined ore from the open pit to the Burbanks mill has since been completed. The Coogee mining project was completed on time and within budget. Milling of remnant ore at the Burbanks processing plant is expected to be completed in the September 2014 quarter. Decommissioning of site infrastructure and site rehabilitation at the Coogee mine were completed in the financial year.

Fine gold production at Coogee totalled 18,614 ounces in the financial year.

Burbanks processing plant

Milling activity in the financial year reflects both toll milling for a third party miner and milling of Coogee ore from mid-October 2013. Milling operations ran smoothly with no significant downtime recorded. A small amount of gold was also produced from purchased third party ore. Milling of Coogee ore commenced on lower grade supergene ore, which was then switched to high grade main zone ore in November 2013. It is expected that milling of remnant Coogee ore will be completed in the September 2014 quarter.

Exploration and project development operations report

Kathleen Vallev

Ramelius has signed a Sale and Purchase Agreement with Xstrata Nickel Australasia Operations Pty Limited (XNAO), a subsidiary of Glencore plc, and with Giralia Resources Pty Limited (Giralia) to acquire 100% of the XNAO Kathleen Valley tenements and 100% of the tenements held by XNAO and Giralia as the participants in the Kathleen Valley and Mount Harris Joint Ventures. The acquisition cost is \$3.65 million cash for the Kathleen Valley tenements and a further \$0.4 million cash for the adjacent Kathleen Vallley and Mt Harris joint ventures. Settlement is scheduled to be completed on 1^st September, 2014.

The Kathleen Valley tenements are located 50km north of Leinster in Western Australia and contain a JORC (2012) Mineral Resource in three deposits - Mossbecker, Yellow Aster and Nils Desperandum.

Vivien

Access was obtained to the Vivien gold deposit in October 2013 after concluding a revised purchase agreement with Gold Fields Limited. On the basis of drilling results and a recently completed feasibility study, the final payment to complete the Vivien acquisition from Agnew Gold Mining Company Pty Ltd was made in June 2014. A Mining Proposal and Project Management Plan were lodged with the Department of Mines and Petroleum in the financial year and have since been approved.

Vivien is hosted by a steeply dipping, narrow, high-grade quartz vein. The deposit is located 15 km west of Leinster, WA and 7 km east of Gold Fields' Agnew operations. A diamond drilling campaign was undertaken at Vivien in the

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

financial year. Results were similar to expectations with some excellent grades returned in high-grade areas. Drill core also displays the excellent ground conditions present in fresh lode material and surrounding dolerite host unit.

Vivien Gem

A diamond drilling campaign was undertaken at Vivien Gem in the financial year. Gold mineralisation at Vivien Gem is analogous to Vivien and is hosted by quartz-sulphide veining within a sheared dolerite unit. North of 6904950mN, the dolerite thins and is fault offset to the west. Only low grade gold mineralisation extends north of the fault. Further drilling is planned to test the interpreted plunge projection of the high grade gold mineralisation intersected to date.

Mt Magnet

The Saturn Deeps drilling program was completed during the period. Exploratory drilling targeted deeper resource potential beneath the Saturn pit which may be viable as a bulk low grade underground operation. Drilling results will be incorporated into an updated resource model.

Coogee extensions

Three RC drill holes were initially drilled which were designed to test for economic gold and copper mineralisation to the north of the Coogee open pit. Anomalous gold and copper assays were returned with copper mineralisation manifesting as disseminated chalcopyrite and bornite. During the financial year a Sale and Purchase Option Agreement was signed between Ramelius and Mr F. C. Saunders providing Ramelius with an option to acquire three Exploration Licences (EL26/131, 134 and 150) and one Prospecting Licence (PL26/3689) abutting the Company's Coogee Mining Lease, east of Kambalda.

Tanami Joint Venture

Ramelius signed a farm-in and joint venture agreement with Tychean Resources Limited (formerly ERO Mining Limited). The land package consists of two granted Exploration Licences (ELs) and six EL applications in the Australian Northern Territory's Tanami Desert region.

The tenements are located within 100km of Newmont's 4.5 million plus ounce Callie gold mine and represent a unique opportunity to explore over 1.700km² of prospective Palaeoproterozoic stratigraphy within a significant vet under-explored gold province.

Nevada USA

Ramelius elected to withdraw from the Angel Wing Joint Venture following disappointing gold exploration drill results during the September 2013 quarter.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Corporate summary report

The 5.1% interest in gold developer Doray Minerals Limited (ASX: DRM) was sold in August 2013 for proceeds of A\$5.1 million

A share placement to the Company's largest shareholder Sprott Asset Management in September 2013 raised \$4.9 million net of costs. A 1:4 Non Renounceable Entitlements Issue to all eligible shareholders subsequently raised \$0.2 million net of costs.

In August 2013, the Spargoville Gold Project was sold for a consideration of 133,333,334 fully paid ordinary shares in Tychean Resources Limited (formerly ERO Mining Limited).

All conditions for a A\$16 million gold pre-pay facility with Deutsche Bank Australia were met and the full facility amount (net of costs) was drawn down in December 2013. The facility is secured against the Company's Mt Magnet assets and will be fully repaid through the delivery of 1,492 ounces of gold per-month from January to August 2014.

Mr Mark Zeptner succeeded Mr Ian Gordon as the Company's CEO in June 2014. Mr Zeptner is a Mining Engineer with over 20 years' experience in gold and nickel mining in Western Australia and has been the Company's COO since March 2012

In June 2014 the Company announced a capital raising in the form of a share placement to sophisticated investors to raise \$2.1 million and a 1:4 Non Renounceable Entitlements Issue to all eligible shareholders to raise up to \$6.5 million

DIVIDENDS

Ramelius has not paid, declared or recommended a dividend in the current or preceding year.

STATE OF AFFAIRS

There were no significant changes in the state of affairs of the group that occurred during the financial year not otherwise disclosed in this report or the consolidated financial statements.

SUBSEQUENT EVENTS

Ramelius completed a share placement to sophisticated investors raising \$2.1 million before costs through the issue of 32,307,693 shares and 16,153,849 options exercisable at \$0.12 by 1 August 2015 and a 1:4 non-renounceable Entitlements Issue to eligible shareholders raising \$3.9 million before costs through the issue of 59,580,184 shares and 29, 790,293 options exercisable at \$0.12 by 1 August 2015.

Pursuant to an underwriting agreement between Ramelius and Directors, a further 1,200,000 shares and 600,000 options were issued raising \$78,000. Under the terms of the Entitlement Issue, the Directors may issue the shortfall of 38,733,067 shares at their discretion within 3 months of the Offer close date of 25 July 2014.

Apart from the above, no matters or circumstances have arisen since 30 June 2014 that have significantly affected, or may significantly affect:

• (a) The group's operations in future financial years,
• (b) The results of operations in future financial years, or
• (c) The group's state of affairs in future financial years.

FUTURE DEVELOPMENTS

In 2014/2015, Ramelius plans to focus its mining and gold production activities at Mt Magnet on the Saturn and Mars pits and complete processing Coogee gold ore at its Burbanks processing plant. The company also intends to acquire the Kathleen Valley Gold Project and subsequently initiate a drilling program and feasibility study. Initial development work is planned to be undertaken at the Vivien Gold Project including dewatering, surface works and underground mine portal preparations. Exploration activities are mainly expected to be carried out at Coogee, Vivien Gem where deeper drilling is planned and on the new greenfields farm-in opportunity in the Tanami region in the Northern Territory.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Further information on likely developments in the operations of the group and expected results of operations have not been included in this report because the directors believe it would be likely to results in unreasonable prejudice to the group.

ENVIRONMENTAL REGULATIONS AND PERFORMANCE

The operations of the group in Australia are subject to environmental regulations under both Commonwealth and State legislation including the discharge of hazardous waste and materials arising from any mining activities and development conducted by the group on any of its tenements. In respect of the group's mine development, licences and permits exist to carry out these activities. In respect of processing plants, the group has all the necessary licences and permits to operate the facilities. The group contributes to the Western Australian Mining Rehabilitation Fund (MRF) via a MRF levy in respect of its tenements. The group's operations have been subjected to environmental audits both internally and by the various regulatory authorities and there have been no known breaches of any environmental obligations at any of the group's operations.

Greenhouse gas and energy data reporting requirements

During the financial year, the group was subject to the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007.

The Energy Efficiency Opportunities Act 2006 required the group to assess its energy usage, including the identification, investigation and evaluation of energy saving opportunities, and to report publicly on the assessments undertaken, including what action the group intended to take as a result. The group continued to meet its obligations under this Act

The National Greenhouse and Energy Reporting Act 2007 required the group to report its annual greenhouse gas emissions and energy use. The group has implemented systems and processes for the collection and calculation of the data required and submitted its 2013/2014 report to the National Greenhouse and Energy Reporting Scheme Data Officer in October 2013.

The Government has since decided to close the Energy Efficiency Opportunities (EEO) Program, with effect from 29 June 2014. Since it commenced in 2006, the EEO Program has been successful in raising Australian industry's awareness of the potential savings achievable through energy efficiency activities. For a number of reasons, including rising energy prices, continued improvements in energy management in Australian industry have been made over the last eight years. In line with the Government's commitment to reduce costs for business and its deregulation agenda, it has announced its intention to repeal the Energy Efficiency Opportunities Act 2006 from 29 June 2014. Should the repeal Bill pass after this date, it will be applied retrospectively to remove compliance obligations for corporations with effect from 29 June 2014. The Government will continue to cooperatively explore options for improving energy productivity through the current Energy White Paper process.

SHARES UNDER RIGHT

Unissued ordinary shares of Ramelius under right at the date of this report are as follows:

Effective date share		Issue price	Number
rights granted	Expiry date	of rights	under right
18 July 2011	18 July 2014	Nil	70,000
22 August 2011	22 August 2014	Nil	70,000
1 March 2012*	1 March 2015	Nil	150,000
1 April 2012	1 April 2015	Nil	70,000
9 July 2012	9 July 2015	Nil	140,000
15 April 2013	15 April 2016	Nil	140,000

The share right does not entitle the holder to participate in any other share issues of the company or any other entity. There were no other unissued ordinary shares of Ramelius under right at the date of this report.

* Included in these share rights were rights granted as remuneration to the five most highly remunerated officers during the year. Details of rights granted to key management personnel are disclosed in the Remuneration Report.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

SHARES UNDER OPTION

Unissued ordinary shares of Ramelius under option at the date of this report are as follows:

Date options				Number
granted/issued	Vesting date	Expiry date	Exercise price	under option
16 April 2014*	11 June 2014	11 June 2016	0.20	1,500,000
16 April 2014*	11 June 2015	11 June 2017	0.25	1,500,000
16 April 2014*	11 June 2016	11 June 2018	0.30	1,500,000
3 July 2014**	n/a	1 August 2015	0.12	16,153,849
1 August 2014**	n/a	1 August 2015	0.12	29,790,293
15 August 2014**	n/a	1 August 2015	0.12	600,000

The share option does not entitle the holder to participate in any other share issues of the company or any other entity. There were no other unissued ordinary shares of Ramelius under option at the date of this report.

• Included in these share rights were rights granted as remuneration to the five most highly remunerated officers during the year. Details of rights granted to key management personnel are disclosed in the Remuneration Report.
• ** Issued pursuant to a placement of shares to sophisticated investors and a pro-rata entitlement issue to eligible shareholders.

SHARES ISSUED ON THE EXERCISE OF RIGHTS

The following ordinary shares of Ramelius were issued during the financial year ended 30 June 2014 as a result of the exercise of rights due to the satisfaction of vesting conditions. No amounts are unpaid on any of the shares.

Effective date share		Issue price	Number of ordinary
rights granted	Expiry date	of rights	shares issued
26 November 2010	26 November 2013	Nil	940,000
28 March 2011	28 March 2014	Nil	70,000
18 July 2011	18 July 2014	Nil	70,000
25 July 2011	25 July 2014	Nil	70,000
22 August 2011	22 August 2014	Nil	70,000
1 March 2012	1 March 2015	Nil	150,000
1 April 2012	1 April 2015	Nil	70,000
9 July 2012	9 July 2015	Nil	70,000
15 April 2013	15 April 2016	Nil	70,000

SHARES ISSUED ON THE EXERCISE OF OPTIONS

There were no ordinary shares of Ramelius issued during the financial year ended 30 June 2014 as a result of the exercise of options.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

Indemnification

Ramelius is required to indemnify its directors and officers against any liabilities incurred by the directors and officers that may arise from their position as directors and officers of Ramelius and its controlled entities. No costs were incurred during the year pursuant to this indemnity.

Ramelius has entered into deeds of indemnity with each director whereby, to the extent permitted by the Corporations Act 2001, Ramelius agreed to indemnify each director against all loss and liability incurred as an officer of the Company, including all liability in defending any relevant proceedings.

Insurance premiums

Since the end of the previous year Ramelius has paid insurance premiums in respect of directors' and officers' liability and legal expenses insurance contracts. The terms of the policies prohibit disclosure of details of the amount of the insurance cover, the nature thereof and the premium paid.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

PROCEEDINGS ON BEHALF OF RAMELIUS

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of Ramelius or to intervene in any proceedings to which Ramelius is a party, for the purpose of taking responsibility on behalf of Ramelius for all or part of those proceedings. There were no such proceedings brought or interventions on behalf of Ramelius with leave from the Court under section 237 of the Corporations Act 2001.

NON-AUDIT SERVICES

The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the company and/or the group are important.

Details of the amounts paid or payable to the auditor (Grant Thornton) for audit and non-audit services provided during the year are set out below.

The board of directors has considered the position, and in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor;
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.

During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms:

Consolidated
2014	2013
\$000's	\$000's

18

AUDITOR INDEPENDENCE

Tax compliance

A copy of the auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 follows the Directors Report.

REMUNERATION REPORT

The directors are pleased to present your company's remuneration report which sets out remuneration information for Ramelius' non-executive directors, executive directors and other key management personnel. This remuneration report forms part of the directors' report. It outlines the overall remuneration strategy, framework and practices adopted by Ramelius and its controlled entities for the period 1 July 2013 to 30 June 2014. The remuneration report has been prepared in accordance with Section 300A of the Corporations Act 2001 and its regulations and is designated as audited.

In accordance with the Corporations Act 2001, remuneration details are disclosed for the group's key management personnel. Ramelius' remuneration report:

• Details Board policies for determining remuneration of key management personnel,
• Specifies the relationship between remuneration policies and performance, and
• Identifies remuneration particulars for key management personnel.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

1. Key management personnel

Key management personnel are those persons having authority and responsibility for planning, directing and controlling major activities of the group, directly and indirectly, being the Ramelius directors and senior executives. Directors and senior executives disclosed in this report are as follows:

Names	Position
Directors of Ramelius
Mr R M Kennedy	Non-Executive Chairman
Mr I J Gordon	Non-Executive Director 1
Mr K J Lines	Non-Executive Director
Mr M A Bohm	Non-Executive Director
Other senior executives
Mr M W Zeptner	Chief Executive Officer 2
Mr D A Francese	Company Secretary and Chief Financial Officer
Mr K M Seymour	General Manager - Exploration & Business Development
Mr M C Casey	General Manager - Mt Magnet Gold Project 3
Mr T J Blyth	General Manager - Mt Magnet Gold Project 4

1 Mr I J Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remains on the board as a Non-Executive Director.

2 Mr M W Zepther commenced in the capacity of Chief Executive Officer on 11 June 2014. Mr M W Zepther was previously Chief Operating Officer.

3 Mr M C Casey ceased employment with the company on 11 October 2013.
4 Mr T J Blyth commenced employment with the company on 14 October 2013.

There were no changes in directors or senior executives since the end of the reporting period.

$2.$ Remuneration governance

The Nomination and Remuneration Committee is a committee of the Board. It is primarily responsible for making recommendations to the Board on:

• Non-executive director fees.
• Executive remuneration (directors and senior executives), and
• The executive remuneration framework and incentive plan policies.

The objective of the Nomination and Remuneration Committee is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Company. In performing its functions, the Nomination and Remuneration Committee may seek advice from independent remuneration consultants. No independent remuneration consultants were utilised during the financial year.

$3.$ Executive remuneration policy and framework

Ramelius aims to attract, motivate and retain a skilled executive team focused on contributing to Ramelius' objective of creating wealth and adding value for its shareholders. Ramelius' remuneration structure is formed on this basis.

The remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of Ramelius.

The objective of Ramelius' senior executive remuneration framework includes incentives that seek to encourage alignment of management performance and shareholder interests. The framework aligns senior executive rewards with strategic objectives and the creation of value for shareholders, and conforms to market practices for delivery of rewards.

In determining senior executive remuneration, the Board aims to ensure that remuneration practices are:

• Competitive and reasonable, enabling the company to attract and retain key talent.
• Aligned to the company's strategic and business objectives and the creation of shareholder value,
• Acceptable to shareholders, and
• Transparent.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

The senior executive remuneration framework is structured to ensure market competitiveness and is complementary to the reward strategy of the organisation. The remuneration of senior executives is:

• Benchmarked from time to time against similar organisations both within the industry and of comparable market size to ensure uniformity with market practices,
• A reflection of individual roles, levels of seniority and responsibility that key personnel hold,
• Structured to take account of prevailing economic conditions, and
• A mix of fixed remuneration and at risk performance based elements using short and long-term incentives.

The executive remuneration framework has three components:

• Base pay and benefits, including superannuation,
• Short-term performance incentives, and
• Long-term incentives through participation in Ramelius' Employee Share Acquisition Plan, Performance Rights Plan and as approved by the Board.

The combination of these comprises a senior executive's total remuneration package. Incentive plans are regularly reviewed to ensure continued alignment with financial and strategic objectives.

3.1 Executive remuneration mix

To ensure that senior executive remuneration is aligned to company performance, a portion of the senior executives' target pay is "at risk".

3.2 Base pay and benefits

Senior executives are offered a competitive base pay that comprises the fixed component of pay and rewards. When required, external remuneration consultants are utilised to provide analysis and advice to ensure base pay reflects the market for a comparable role.

Base pay for senior executives is reviewed annually in order to ensure pay remains competitive with the market. A senior executive's pay is also reviewed on promotion. Other than CPI, there is no guaranteed base pay increases included in any senior executive contracts. Senior executives have forfeited their CPI base pay increases in the financial year.

The Managing Director and senior executives may elect to salary sacrifice part of their fixed remuneration for additional superannuation contributions and other benefits.

3.3 Short-term performance incentives

Short-term incentives (STI) are provided to certain executives under the direction of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee may recommend to the Board the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives. To assist in this assessment, the Nomination and Remuneration Committee receives recommendations from the Managing Director/Chief Executive Officer. This may result in the proportion of remuneration related to performance varying between individuals.

STI's are established to encourage the achievement of specific goals that may have been given high levels of importance in relation to growth and profitability of Ramelius.

3.4 Long-term incentives

Long-term incentives (LTI) are provided via the Ramelius Performance Rights Plan, Employee Share Acquisition Plan and as approved by the Board. The LTI's are designed to focus senior executives on delivering long-term shareholder returns.

Performance Rights Plan

The Performance Rights Plan enables the Board to grant performance rights (being entitlements to shares in Ramelius subject to satisfaction of vesting conditions) to selected key senior executives as a long-term incentive as determined by the Board in accordance with the terms and conditions of the plan. The plan provides selected senior executives the opportunity to participate in the equity of Ramelius through the issue of rights as a long-term incentive that is aligned to the long-term interests of shareholders.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Employee Share Acquisition Plan

The Employee Share Acquisition Plan enables the Board to offer eligible employees ordinary fully paid shares in Ramelius as a long-term incentive, in accordance with the terms of the plan. Shares may be offered at no consideration unless the Board determines that market value or some other value is appropriate.

Other long-term incentives

The Board may at its discretion provide share rights/options as a long-term retention incentive to key executives and employees.

3.5 Share trading policy

The trading of shares is subject to, and conditional upon, compliance with the company's employee share trading policy. The policy is enforced through a system that includes a requirement that senior executive's confirm compliance with the policy and provide confirmation of dealings in Ramelius securities.

The ability for a senior executive to deal with an option or a right is restricted by the terms of issue and the plan rules which do not allow dealings in any unvested security. Ramelius' Share Trading Policy specifically prohibits an executive from entering into transactions that limit the economic risk of participating in unvested entitlements such as equity based remuneration schemes.

The Share Trading Policy can be viewed on Ramelius' website.

$\overline{4}$ . Relationship between executive remuneration and Ramelius' performance

The following table shows key performance indicators for the group over the last five years:

	2014	2013	2012	2011	2010
Net profit (loss) after tax (\$000)	(85, 512)	(50, 792)	2,339	62.401	20,199
Dividend / capital return (\$000)	$\qquad \qquad \blacksquare$	ω.	æ.	20,395	Ξ
Share price 30 June (\$)	0.08	0.11	0.49	1.28	0.45
Basic earnings per share (cents)	(23.8)	(15.1)	0.7	21.4	7.5
Diluted earnings per share (cents)	(23.8)	(15.1)	0.7	21.2	7.5

The total remuneration mix for the Chief Executive Officer and other senior executives and the key links between remuneration and Ramelius' performance is detailed and explained according to each type of remuneration referred to in the total remuneration mix below. The first graph illustrates the total remuneration mix for senior executives shown separately for the Managing Director/Chief Executive Officer and other executives.

Total remuneration mix

Base pay and salaries

Base pay and salary levels have remained reasonably consistent with the remuneration mix in the prior year. Base pay and salary levels are established in accordance with section 3.2 above.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Short term incentives

Based on the difficult market conditions no short term incentive payments were made during the year.

5. Non-executive directors remuneration policy

Non-executive director fees are determined using the following guidelines. Fees are:

• Determined by the nature of the role, responsibility and time commitment necessary to perform required duties,
• Not performance or incentive based but are fixed amounts, and
• Determined by the desire to attract a well-balanced group of individuals with pertinent knowledge and experience.

In accordance with Ramelius' Constitution, the total amount of remuneration of non-executive directors is within the aggregate limit of \$550,000 per annum as approved by shareholders at the 2010 Annual General Meeting. Nonexecutive directors may apportion any amount up to this maximum level amongst the non-executive directors as determined by the Board. Remuneration consists of non-executive director fees, committee fees and superannuation contributions. Non-executive directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as directors. Non-executive directors do not participate in any performance based pay including schemes designed for the remuneration of senior executives, share rights or bonus payments and are not provided with retirement benefits other than salary sacrifice and superannuation.

6. Voting and comments made at the company's 2013 Annual General Meeting

Of the total valid available votes lodged, Ramelius received 93% of "yes" votes on its remuneration report for the 2013 financial year. The company did not receive any specific feedback at the AGM on its remuneration practices.

Details of remuneration $7.$

Details of remuneration fees paid to non-executive directors are set out below.

	Directors	Super
Non-executive directors	fees	contributions	Total
	\$000	\$000	\$000
Mr R M Kennedy
2014	156	14	170
2013	156	14	170
Mr I J Gordon 1
2014	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
2013
Mr K J Lines
2014	77	8	85
2013	77	8	85
Mr M A Bohm $2$
2014	71	14	85
2013	45	5	50
Mr R G Nelson 3
2014	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
2013	6	1	$\overline{7}$
Total
2014	304	36	340
2013	284	28	312

1 Mr I J Gordon has waived his right to receive Non-Executive Director fees until the 2014 AGM.

2 Mr M A Bohm was appointed Non-Executive Director on 29 November 2012. 3 Mr R G Nelson resigned from the position of Non-Executive Director on 1 August 2012.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Details of the remuneration package by value and by component for executive directors and other senior executives in the current and previous reporting period are set out below:

Executive director	Short-term benefits		Post- employment benefits	Long- term benefits		Share-based payments 1
and senior	Salary &	STI		Long
executives	annual	cash	Super	service	Termination		LTI
	leave	bonus	contributions	leave	benefits	Options	rights	Total
	\$000	\$000	\$000	\$000	\$000	\$000	\$000	\$000
Mr I J Gordon 2
2014	440	$\blacksquare$	25	78	461		176	1,180
2013	470	11	24	4			435	944
Mr M W Zeptner 3
2014	391		25	5		53	141	615
2013	394	9	20	$\mathbf{1}$		$\overline{a}$	140	564
Mr D A Francese
2014	305		25	9		L,	35	374
2013	315	$\overline{7}$	16	9			87	434
Mr K M Seymour
2014	260		26	6		٠	35	327
2013	260	6	27	12			87	392
Mr T J Blyth 4
2014	215		21					236
2013
Mr M C Casey 5
2014	88		25	۰	220		94	427
2013	315	8	32	4	$\overline{\phantom{a}}$	$\qquad \qquad \blacksquare$	112	471

1 Rights and options relate to rights and options over ordinary shares issued to key management personnel. The fair value of rights and options granted shown above is non-cash and was determined in accordance with applicable accounting standards and represents the fair value calculated at the time rights and options were granted and not when shares were issued.

2 Mr I J Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remains on the board as a Non-Executive Director.

a Mr M W Zeptner commenced in the capacity of Chief Executive Officer on 11 June 2014. Mr M W Zeptner was previously Chief Operating Officer.

4 Mr T J Blyth commenced employment with the company on 14 October 2013.

5 Mr M C Casey ceased employment with the company on 11 October 2013. Mr M C Casey did not receive the shares under right which had not vested at that date. These have been expensed in full and reflected above in accordance with Accounting Standards.

The relative proportions of remuneration that are 'at risk' and those that are fixed are as follows:

Executive director and senior executives	Fixed remuneration	At risk - short term incentive (STI)	At risk - long term incentive $(LTI)^1$
Mr I J Gordon 2
2014	85.1%	$0.0\%$	14.9%
2013	52.7%	1.2%	46.1%
Mr M W Zeptner 3 2014 2013	68.5% 73.6%	0.0% 1.6%	31.5% 24.8%

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Executive director and	Fixed	At risk - short term	At risk - long term
senior executives	remuneration	incentive (STI)	incentive $(LTI)^{1}$
Mr D A Francese
2014	90.5%	0.0%	9.5%
2013	78.3%	1.6%	20.1%
Mr K M Seymour
2014	89.3%	0.0%	10.7%
2013	76.3%	1.5%	22.2%
Mr T J Blyth 4
2014	100.0%	0.0%	0.0%
2013	n/a	n/a	n/a
Mr M C Casey 5
2014	77.9%	0.0%	22.1%
2013	74.5%	1.7%	23.8%

1 Since the LTI's are provided exclusively by way of right and option, the percentages disclosed also reflect the value of remuneration consisting of rights and options,
based on the value of rights and options expensed in

2 Mr I J Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remains on the board as a Non-Executive Director.

3 Mr M W Zeptner commenced in the capacity of Chief Executive Officer on 11 June 2014. Mr M W Zeptner was previously Chief Operating Officer. 4 Mr T J Blyth commenced employment with the company on 14 October 2013.

5 Mr M C Casey ceased employment with the company on 11 October 2013 and did not receive the shares under right which had not vested at that date. These have been expensed in full and reflected above in accordance with Accounting Standards.

8. Service agreements

Remuneration and other terms of employment for senior executives are formalised in service agreements. The service agreements specify the components of remuneration, benefits and notice periods. Participation in short term and long term incentives are at the discretion of the Board. Other major provisions of the agreements relating to remuneration are set out below. Contracts with executives may be terminated early by either party as detailed below.

Name and position	Term of agreement	Base salary including super 1	Company / employee notice period	Termination benefit 2
Mr M W Zeptner 3 Chief Executive Officer	On-going commencing 11 Jun 2014	\$467,500	$6/3$ months	6 months base salary
Mr D A Francese Company Secretary and Chief Financial Officer	On-going commencing 31 Dec 2008	\$329,541	$6/3$ months	6 months base salary 4
Mr K M Seymour General Manager - Business Development and Exploration	On-going commencing 1 July 2009	\$286,000	$3/3$ months	3 months base salary
Mr T J Blyth General Manager - Mt Magnet Gold Project	Commencing 14 Oct 2013	\$330,000	$3/3$ months	3 months base salary

1 Base salaries quoted are for the year ended 30 June 2014, they are reviewed annually by the Nomination and Remuneration Committee.

2 Termination benefits are payable on early termination by the company, other than for gross misconduct, unless otherwise indicated.
3 Mr M W Zeptner commenced in the capacity of Chief Executive Officer on 11 June 2014. Mr

4 In certain circumstances the termination benefit may be 12 months base salary.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

9. Details of share-based compensation and bonuses

For each cash bonus and grant of right to deferred shares included in the remuneration tables above, the percentage of available bonus or grant that was paid, or that vested, in the financial year, and the percentage forfeited because the person did not meet the service and performance criteria is set out below. The minimum value of the rights yet to vest is nil, as the rights will be forfeited if the key management persons fail to satisfy the vesting conditions. The maximum value of the rights yet to vest has been determined as the amount of the grant date fair value of the rights that is yet to be expensed.

9.1 Cash bonuses

Details of cash bonuses paid to key management personnel of the group are set out in Section 7 above. Cash bonuses are paid at the discretion of the Board on achievement of key milestones that are important for the company. No cash bonuses were paid in the financial year.

9.2 Options

The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are as follows.

Grant date	Vesting and			Value per option
	exercise date	Expiry date	Exercise price	at grant date	Vested
16 April 2014	11 June 2014	11 June 2016	\$0.20	\$0.028	100%
16 April 2014	11 June 2015	11 June 2017	\$0.25	\$0.027	n/a
16 April 2014	11 June 2016	11 June 2018	\$0.30	\$0.029	n/a

Options granted under the plan carry no dividend or voting right.

Details of options over ordinary shares in the company provided as remuneration to key management personnel are shown below. When exercisable, each option is convertible into one ordinary share of Ramelius.

		Shares under option
Senior							Financial year	Fair value in
executive	Financial		Value				in which	financial year in
	vear	Number	per	Vested	Vested	Forfeited	options may	which options
	granted	granted	option 1	%	number	%	vest 2	may vest 1
Mr M Zeptner 3	2014	1,500,000	\$0.028	100%	1,500,000		2014	53,360
	2014	1,500,000	\$0.027	n/a			2015	53,460
	2014	1.500.000	\$0.029	n/a	$\overline{\phantom{a}}$		2016	19,180

1 The fair value of options granted as remuneration shown above was determined in accordance with applicable accounting standards.

2 Options first become exercisable, subject to satisfaction of vesting conditions.
3 Mr M W Zeptner commenced in the capacity of Chief Executive Officer on 11 June 2014. Mr M W Zeptner was previously Chief Operating Office

The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free rate for the term of the option.

There were no ordinary shares in the company provided as a result of the exercise of remuneration options to key management personnel.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

9.3 Rights to deferred shares

Details of rights over ordinary shares in Ramelius provided as remuneration are set out below.

Executive					Rights to deferred shares
director and senior executives	Financial year	Number	Value per	Vested	Vested	Forfeited	Financial year in which rights may	Fair value in financial year in which rights
	granted	granted	share $1$	%	number	%	vest 2	may vest 1
Mr I J Gordon 3
	2014			33.33%	500,000		2014	176,079
	2013		$\overline{\phantom{0}}$	33.33%	500,000		2013	434,250
	2012		$\qquad \qquad \blacksquare$	33.33%	500,000		2012	434,250
	2011	1,500,000	\$0.869					258,171
Mr M Zeptner 4
	2015		$\overline{\phantom{0}}$	33.33%	150,000		2015	93,771
	2014		$\overline{\phantom{a}}$	33.33%	150,000		2014	140,272
	2013		$\overline{a}$	33.33%	150,000		2013	140,272
	2012	450,000	\$0.936					46,885
Mr D A Francese
	2014		$\overline{\phantom{a}}$	33.33%	100,000		2014	35,216
	2013		$\overline{\phantom{a}}$	33.33%	100,000		2013	86,850
	2012		$\overline{\phantom{a}}$	33.33%	100,000		2012	86,850
	2011	300,000	\$0.869					51,634
Mr K M Seymour
	2014		$\overline{\phantom{0}}$	33.33%	100,000		2014	35,216
	2013		$\overline{\phantom{a}}$	33.33%	100,000		2013	86,850
	2012		$\overline{a}$	33.33%	100,000		2012	86,850
	2011	300,000	\$0.869					51,634
Mr M C Casey 5
	2014					33.33%	2014	93,614
	2013		$\overline{\phantom{a}}$	33.33%	100,000		2013	112,398
	2012		$\overline{\phantom{m}}$	33.33%	100,000			131,488
	2011	300,000	\$1.13

1 The fair value of rights granted as remuneration shown above was determined in accordance with applicable accounting standards.

2 Rights first become exercisable, subject to satisfaction of vesting at each anniversary date. Rights vest evenly over three years at each anniversary of the effective grant date.

3 Mr LI Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remains on the board as a Non-Executive Director.

A Mr M W Zepther commenced in the capacity of Chief Executive Officer on 11 June 2014. Mr M W Zepther was previously Chief Operating Officer.

5 Mr M C Casey ceased employment with the company on 11 October 2013 and did not receive the shares under right which had not vested at that date. These have
been expensed in full and reflected above in accordance with Acc

Rights granted carry no dividend or voting right. When vested, each right is convertible into one ordinary share.

The assessed fair value at effective grant date of share rights granted to the individuals is allocated equally over the period from effective grant date to vesting date, and the amount is included in the remuneration tables above. The fair value of share rights is determined using the market price of the underlying shares at the date the rights were granted and assumes that all holders continue to be employees of the group until the end of the vesting period. The risk that this vesting condition is not met is 10%.

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

9.4 Equity instruments held by key management personnel

The tables below show the number of options over ordinary shares, rights to deferred shares and shares in the company that were held during the financial year by key management personnel of the group, including their close family members and entities related to them.

There were no shares granted during the reporting period as compensation.

Names	Shares	Options	Rights
Directors of Ramelius
Mr R M Kennedy	8,033,333 2
Mr I J Gordon	$7,326$ 1
	796,195 2
Mr K J Lines
Mr M A Bohm	100,000 1
	110,000 2
Other key management personnel
Mr M W Zeptner	300,000 1	3,000,000 1	150,000 1
	12,500 2
Mr D A Francese	1,199,536 1
Mr K M Seymour	194,866 1
	65,021 2
Mr T J Blyth
1 Held directly

2 Held by entities in which a relevant interest is held

Movements in equity instruments held by key management personnel are as follows:

	Shares	Options 1	Rights
Mr R M Kennedy
1 July 2013	8,000,000
Acquired	33,333
Balance at 30 June 2014	8,033,333
Mr I J Gordon 2
1 July 2013	796,021		500,000
Vested and exercised	500,000	$\overline{\phantom{0}}$	(500,000)
Sold	(625,000)
Acquired	132,500	$\overline{\phantom{a}}$
Balance at 30 June 2014	803,521
Mr K J Lines
1 July 2013
Movement
Balance at 30 June 2014

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

	Shares	Options 1	Rights
Mr M A Bohm
1 July 2013	100,000
Acquired	110,000
Balance at 30 June 2014	210,000
Mr M W Zeptner $3$
1 July 2013	162,500		300,000
Granted $1$		4,500,000
Vested		(1,500,000)
Vested and exercised	150,000		(150,000)
Balance at 30 June 2014	312,500	3,000,000	150,000
Mr D A Francese
1 July 2013	1,086,486		100,000
Vested and exercised	100,000		(100,000)
Acquired	13,050	$\overline{a}$
Balance at 30 June 2014	1,199,536
Mr K M Seymour
1 July 2013	127,909		100,000
Vested and exercised	100,000		(100,000)
Sold
Acquired	31,978
Balance at 30 June 2014	259,887
Mr T J Blyth 4
1 July 2013
Vested and exercised
Acquired
Balance at 30 June 2014
Mr M C Casey 5
1 July 2013	410,000		100,000
Cancelled			(100,000)
Other	(410,000)
Balance at 30 June 2014

1 Details of the options issued are included in section 9.2 the remuneration report.

2 Mr IJ Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remains on the board as a Non-Executive Director.
2 Mr IJ Gordon ceased as Managing Director and Chief Executive Officer on 10 June

5 Mr M C Casey ceased employment with the company on 11 October 2013 and did not receive the shares under right which had not vested at that date. These have
been expensed in full and reflected above in accordance with Acc

RAMELIUS RESOURCES LIMITED

DIRECTORS REPORT

Loans to key management personnel

There were no loans made to key management personnel or their personally related parties during the current or prior period.

Other transactions with key management personnel

The terms and conditions of transactions with key management personnel were no more favourable to the key management personnel and their related entities than those available, or which might reasonably be expected to be available, on similar transactions to key management personnel related entities on an arm's length basis.

The aggregate amounts recognised during the year (excluding re-imbursement of expenses incurred on behalf of Ramelius) relating to key management personnel were as follows:

	2014	2013
Transaction	\$000's	\$000's
Amount paid to a related party of the director in respect of a
leased property in Adelaide SA on an arm's length basis from 1
July 2013 to 30 June 2014.	88	85

A \$13,935 bond has been paid to a related party of Mr Kennedy in relation to the leased property in Adelaide SA which is receivable on completion of the lease term or upon termination. There was no other amount receivable from or payable to key management personnel and their related entities at reporting date.

ROUNDING OF AMOUNTS

Ramelius Resources Limited is a company of the kind referred to in Class Order 98/100, issued by the Australian Securities and Investment Commission, relating to 'rounding off' of amounts in the directors report and financial report. Amounts in the directors' report and financial report have been rounded off to the nearest thousand dollars in accordance with that Class Order, or in certain cases, to the nearest dollar.

The directors report, incorporating the remuneration report is signed in accordance with a resolution of the Board of directors.

Robert Michael Kennedy Chairman Adelaide 28 August 2014

Ramelius Resources Limited 2014 Annual Report - 67

Level 1,
67 Greenhill Rd Wayville SA 5034

Correspondence to: GPO Box 1270 Adelaide SA 5001

T 61 8 8372 6666 F 61 8 8372 6677 E info.sa@au.gt.com
W www.grantthornton.com.au

AUDITOR'S INDEPENDENCE DECLARATION TO THE DIRECTORS OF RAMELIUS RESOURCES LTD

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Ramelius Resources Ltd for the year ended 30 June 2014, I declare that, to the best of my knowledge and belief, there have been:

• no contraventions of the auditor independence requirements of the Corporations Act a 2001 in relation to the audit; and
• no contraventions of any applicable code of professional conduct in relation to the $\mathbf{h}$ audit.

Grant Thornton

GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP Chartered Accountants

SLGrav Partner

Adelaide, 28 August 2014

Grant Thornton South Australian Partnership ABN 27 244 906 724 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

"Gran! Thombn' refers to the brand under which the Gran! Thombn member firms provide assurance, lax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Gran! Thombn Au

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies

A N N U A L F I N A N C I A L R E P O R T

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Ramelius Resources Limited 2014 Annual Report - 69

RAMELIUS RESOURCES LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2014

	Consolidated
	2014	2013
	\$000's	\$000's
Profit (loss) for the year	(85, 512)	(50, 792)
Other comprehensive income, net of tax
Items that may be reclassified to profit or loss
Change in fair value of available-for-sale assets		(2, 170)
Foreign currency translation	(67)	(68)
Items that will not be reclassified to profit or loss
Change in fair value of available-for-sale assets	2,204
Other comprehensive income for the year, net of tax	2,137	(2, 238)
Total comprehensive income for the year	(83, 375)	(53,030)

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes

RAMELIUS RESOURCES LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014

		Consolidated
		2014	2013
	Note	\$000's	\$000's
Current assets
Cash and cash equivalents	9	12,433	33,847
Trade and other receivables	10	3,385	3,611
Inventories	11	15,364	16,041
Derivative financial instruments	12	5	1,889
Other current assets	13	706	765
Current income tax benefit	7		491
Total current assets		31,893	56,644
Non-current assets
Available-for-sale financial assets	14	400	2,938
Property, plant and equipment assets	15	36,295	48,445
Development assets	16	11,900	86,817
Intangible assets	17	369	537
Exploration and evaluation expenditure	18	22,766	9,680
Deferred tax assets	7	29,948	29,554
Total non-current assets		101,678	177,971
Total assets		133,571	234,615
Current liabilities
Trade and other payables	19	16,679	24,008
Borrowings	20	1,275	1,275
Deferred Revenue	21	4,000
Provisions	22	2,141	1,985
Total current liabilities		24,095	27,268
Non-current liabilities
Borrowings	20	1,062	2,337
Provisions	22	22,673	26,334
Deferred tax liabilities	7	8,277	25,009
Total non-current liabilities		32,012	53,680
Total liabilities		56,107	80,948
Net assets		77,464	153,667
Equity
Share capital	23	118,743	112,650
Reserves	24	2,822	3,310
Retained earnings		(44, 101)	37,707
Total equity		77,464	153,667

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes

T W O T H O U S A N D & F O U R T E E N

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Ramelius Resources Limited 2014 Annual Report - 72

RAMELIUS RESOURCES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2014

		Consolidated
		2014	2013
	Note	\$000's	\$000's
Cash flows from operating activities
Receipts from operations		120,713	134,717
Payments to suppliers and employees		(127, 639)	(102, 764)
Interest received		817	1,864
Finance costs		(993)	(35)
Income taxes refunded (paid)		491	7,779
Net cash provided by (used in) operating activities	28 (b)	(6,611)	41,561
Cash flows from investing activities
Receipts on settlement of derivatives		15	330
Payment for derivatives		(1,674)	(599)
Payments for property, plant and equipment		(4, 947)	(4, 169)
Payments for development		(17, 636)	(37, 115)
Proceeds from sale of property, plant and equipment		37	5
Proceeds from the sale of available-for-sale financial assets		5,122
Payments for available-for-sale financial assets			(918)
Payments for mining tenements and exploration		(15,669)	(11, 286)
Proceeds from sale of mining tenements			200
Payments for site rehabilitation and demobilisation		(868)	(2, 561)
Net cash provided by (used in) investing activities		(35, 620)	(56, 113)
Cash flows from financing activities
Repayment of borrowings		(1,275)	(4, 452)
Proceeds from borrowings			3,825
Proceeds from forward sales contract		16,000
Proceeds from issue of shares		5,254
Proceeds associated with shares to be issued		1,002
Transaction costs from issue of shares		(112)
Transaction costs associated with shares to be issued		(51)
Net cash provided by (used in) financing activities		20,818	(627)
Net increase (decrease) in cash and cash equivalents		(21, 413)	(15, 179)
Cash at beginning of financial year		33,847	48,764
Effects of exchange rate changes on cash held		(1)	262
Cash and cash equivalents at end of financial year	28(a)	12.433	33.847

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes

Ramelius Resources Limited 2014 Annual Report - 73

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

of this amendment and has concluded that there is no material effect on the financial statements during the period or comparative periods covered by these financial statements.

Consequential amendments to AASB 127 Separate Financial Statements and AASB 128 Investments in Associates and Joint Ventures

AASB 127 now only addresses separate financial statements. AASB 128 brings investments in joint ventures into its scope. However, AASB 128's equity accounting methodology remains unchanged.

AASB 13 Fair Value Measurement

AASB 13 clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It does not affect which items are required to be fair-valued. The scope of AASB 13 is broad and it applies for both financial and non-financial items for which other Australian Accounting Standards require or permit fair value measurements or disclosures about fair value measurements, except in certain circumstances. Management has reviewed the impact of this amendment and has concluded that there is no material effect on the financial statements during the period or comparative periods covered by these financial statements

AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements

The Standard amends AASB 124 Related Party Disclosures to remove certain individual key management personnel (KMP) disclosures. This amendment reflects the AASB's view that these disclosures are more in the nature of governance disclosures that are better dealt within the legislation, rather than by the accounting standards. The group has applied this amendment which reflects the transfer of certain key management personnel disclosures from the notes of the financial statements to the directors report.

AASB 119 Employee Benefits

The Standard has been issued and is effective for accounting periods beginning on or after 1 January 2013. AASB 119 makes a number of changes to the accounting for employee benefits. Under the amendments, employee benefits 'expected to be settled wholly' (as opposed to 'due to be settled' under the superseded version of AASB 119) within 12 months after the end of the reporting period are short term benefits, and are therefore not discounted when calculating leave liabilities. Those employee benefits 'expected to be settled wholly' after 12 months should be included in 'other long term benefits' and discounted when calculating the leave liability. Management has reviewed the impact of this amendment and has concluded that there is no material effect on the financial statements during the period or comparative periods covered by these financial statements.

New standards and interpretations not yet adopted $(iv)$

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2014 reporting periods and have not been early adopted by the group. The group's assessment of the impact of these new standards and interpretations is set out below.

AASB 9 Financial Instruments (December 2010)

AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. Since December 2013, it also sets out new rules for hedge accounting. The standard is not applicable until 1 January 2018.

The group has not yet assessed the impact of AASB 9 as this standard does not apply mandatorily before 1 January 2018 and the IASB is yet to finalise the remaining phases of its project to replace IAS 39 Financial Instruments: Recognition and Measurement (AASB 139 in Australia).

AASB 2013-3 Recoverable Amount Disclosures for Non-Financial Assets

These narrow-scope amendments address disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. The amendment is not applicable until 1 January 2014.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

When developing IFRS 13 Fair Value Measurement, the IASB decided to amend IAS 36 Impairment of Assets to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that some of the amendments made in introducing those requirements resulted in the requirement being more broadly applicable than the IASB had intended. These amendments to IAS 36 therefore clarify the IASB's original intention that the scope of those disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. AASB 2013-3 makes the equivalent amendments to AASB 136 Impairment of Assets.

When these amendments are first adopted for the year ending 30 June 2015, they are unlikely to have any significant impact on the entity given that they are largely of the nature of clarification of existing requirements.

AASB 2013-9 Amendments to Australian Accounting Standards - Conceptual Framework, Materiality and Financial Instruments (Part C: Financial Instruments) These amendments:

• add a new chapter on hedge accounting to AASB 9 Financial Instruments, substantially overhauling previous accounting requirements in this area:
• allow the changes to address the so-called 'own credit' issue that were already included in AASB 9 to be applied in isolation without the need to change any other accounting for financial instruments; and
• defer the mandatory effective date of AASB 9 from '1 January 2015 to '1 January 2017'.

Note that, subsequent to issuing these amendments, the AASB has issued AASB 2014-1 which defers the effective date of AASB 9 to '1 January 2018'

The entity has not yet assessed the full impact of these amendments.

AASB 2014-1 Amendments to Australian Accounting Standards (Part A: Annual Improvements 2010-2012 and 2011-2013 Cycles)

Part A of AASB 2014-1 makes amendments to various Australian Accounting Standards arising from the issuance by the International Accounting Standards Board (IASB) of International Financial Reporting Standards Annual Improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle. The amendment is not applicable until 1 July 2014.

Among other improvements, the amendments arising from Annual Improvements to IFRSs 2010-2012 Cycle:

• (a) clarify that the definition of a 'related party' includes a management entity that provides key management personnel services to the reporting entity (either directly or through a group entity); and
• (b) amend AASB 8 Operating Segments to explicitly require the disclosure of judgements made by management in applying the aggregation criteria.

When these amendments are first adopted for the year ending 30 June 2015, there will be no material impact on the entity.

AASB 2014-1 Amendments to Australian Accounting Standards (Part E: Financial Instruments) Part E of AASB 2014-1 makes amendments to Australian Accounting Standards to reflect the AASB's decision to defer the mandatory application date of AASB 9 Financial Instruments to annual reporting periods beginning on or after 1 January 2018. Part E also makes amendments to numerous Australian Accounting Standards as a consequence of the introduction of Chapter 6 Hedge Accounting into AASB 9 and to amend reduced disclosure requirements for AASB 7 Financial Instruments: Disclosures and AASB 101 Presentation of Financial Statements. The amendment is not applicable until 1 January 2015.

The entity has not yet assessed the full impact of these amendments.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

IFRS 15 Revenue from Contracts with Customers

IFRS 15 replaces IAS 18 Revenue, IAS 11 Construction Contracts and some revenue-related Interpretations. IFRS 15 establishes a new control-based revenue recognition model, changes the basis for deciding whether revenue is to be recognised over time or at a point in time, provides new and more detailed guidance on specific topics and expands and improves disclosures about revenue.

In the Australian context, the Australian Accounting Standards Board (AASB) is expected to issue the equivalent Australian Standard (AASB 15 Revenue from Contracts with Customers by September 2014.

The entity has not yet assessed the full impact of these amendments.

There are no other standards that are not yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transaction.

Critical accounting estimates $(v)$

The preparation of financial statements requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4

b) Principles of consolidation

The consolidated financial statements incorporate the financial statements of the parent entity, Ramelius Resources Limited, and its controlled entities (referred to as the 'consolidated group' or 'group' in these financial statements). A list of controlled entities is contained in Note 31 to the consolidated financial statements. All controlled entities have a 30 June financial year end.

Subsidiaries $(ii)$

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group, refer to note $1$ (cc).

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries are consistent with those adopted by the group.

$(ii)$ Changes in ownership interests

When the group ceases to have control, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

c) Joint arrangements

Under AASB 11 Joint Arrangement investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Ramelius has exploration related joint arrangements which are considered joint operations. Ramelius recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Details of the joint operations are shown in Note 32.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

d) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer.

e) Foreign currency

Functional and presentation currency $(i)$

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates. The functional currency of Ramelius Resources Limited and its Australian controlled entities is Australian dollars. The functional currency of the group's foreign entity is US dollars. The consolidated financial statements are presented in Australian dollars (\$).

Transactions and balances $(ii)$

Transactions in foreign currencies are initially recorded in the functional currency at exchange rates prevailing at the date of the transaction. The subsequent payment or receipt of funds related to a transaction is translated at the rate applicable on the date of payment or receipt. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the reporting date. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

All exchange differences in the consolidated financial report are taken to the Income Statement.

$(iii)$ Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of that Statement of Financial Position,
• income and expenses for each income statement and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
• all resulting exchange differences are recognised in other comprehensive income.

f) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue from sale of goods or rendering of a service is recognised upon delivery of the goods or service to customers as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement with those goods.

Gold bullion and silver sales

Revenue from gold bullion and silver sales is brought to account when the significant risks and rewards of ownership have transferred to the buyer and selling prices are known or can be reasonably estimated.

Interest revenue is recognised as it is accrued using the effective interest rate method.

All revenue is stated net of goods and services tax (GST).

g) Government grant

Grants from the government are recognised at their fair value when there is a reasonable assurance that the grant will be received and the group complies with the attached conditions.

Government grants relating to exploration and evaluation expenditure are recognised against the exploration and evaluation asset to match the grants with the costs that the grants are intended to compensate.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

h) Income tax

The income tax expense (benefit) for the year comprises current income tax expense (benefit) and deferred tax expense (benefit).

Current and deferred income tax expense (benefit) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

$(i)$ Current income tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates that have been enacted, or substantially enacted by the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretations. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

$(ii)$ Deferred income tax

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profits will be available against which the benefits of the deferred tax asset can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income tax legislation and the anticipation that the group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

$(iii)$ Tax consolidated aroup

Ramelius Resources Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. Each entity in the group recognises its own current and deferred tax assets and liabilities. Such taxes are measured using the 'stand-alone taxpayer' approach to allocation.

Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity.

The tax consolidated group has entered into a tax funding arrangement whereby each company in the group contributes to the income tax payable by the group in proportion to their contribution to the group's taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised pursuant to the funding arrangement are recognised as either a contribution by, or distribution to the head entity.

i) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of goods and services tax, except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

Receivables and payables are stated in the Consolidated Statement of Financial Position inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Consolidated Statement of Financial Position.

Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

i) Cash and cash equivalents

Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank, demand deposits held with banks, other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in values. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

k) Trade and other receivables

Trade receivables comprising bullion awaiting settlement are initially recorded at the fair value of contracted sale proceeds expected to be received only when there is a passing of significant risks and rewards of ownership to the customer. Collectability of debtors is reviewed on an ongoing basis. Receivables which are known to be uncollectible are written off and an allowance account (provision for impairment of trade receivables) is raised where objective evidence exists that the debt will not be collected. Other receivables are initially measured at fair value then amortised at cost, less an allowance for impairment.

I) Inventories

Gold ore, gold in circuit and poured gold bars are physically measured or estimated and valued at the lower of cost and net realisable value. Cost represents the weighted average cost incurred in converting ore into finished goods and includes direct costs and an appropriate allocation of fixed and variable production overhead costs, including depreciation and amortisation.

By-products inventory on hand obtained as a result of the gold production process to extract gold are valued at the lower of cost and net realisable value.

Consumables and stores are valued at the lower of cost and net realisable value. Costs of purchased inventory are determined after deducting any applicable rebates and discounts. A periodic review is undertaken to establish the extent of any surplus or obsolete items and where necessary a provision is made.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion of sale.

Gold ore represents stockpiled ore that has been mined or otherwise acquired and is available for further processing. If there is significant uncertainty as to whether the stockpiled ore will be processed, it is expensed. Where future processing of ore can be predicted with confidence (e.g. it exceeds the mine cut off grade), it is valued at the lower of cost and net realisable value. If ore is not expected to be processed within 12 months after reporting date, it is classified as non-current assets. Ramelius believes processing ore stockpiles may have a future economic benefit to the group and accordingly ore is valued at lower of cost and net realisable value.

m) Deferred mining expenditure

Pre-production mine development

Pre-production mining costs incurred by the group in relation to accessing recoverable reserves are carried forward as part of 'development assets' when future economic benefits are established, otherwise such expenditure is expensed as part of the cost of production.

Development assets are amortised based on the unit-of-production method which results in an amortisation charge proportional to the depletion of the estimated recoverable reserves. Where there is a change in the reserves the amortisation rate is adjusted prospectively in the reporting period in which the change occurs.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

Mining costs

Mining costs incurred during the production stage of operations are deferred as part of determining the cost of inventories. This is generally the case where there are fluctuations in deferred mining costs over the life of the mine, and the effect is material. The amount of mining costs deferred is based on the ratio obtained by dividing the amount of waste mined by the quantity of gold ounces contained in the ore. Mining costs incurred in the period are deferred to the extent that the current period waste to contained gold ounce ratio exceeds the life-of-mine waste-to-ore (lifeof-mine) ratio. The life-of-mine ratio is based on economically recoverable reserves of the operation.

The life-of-mine ratio is a function of an individual mine's design and therefore changes to that design will generally result in changes to the ratio. Changes in other technical or economic parameters that impact reserves will also have an impact on the life-of-mine ratio even if they do not affect the mine's design. Changes to the life-of-mine ratio are accounted for prospectively.

In the production stage of some operations, further developments of the mine require a phase of unusually high overburden removal activity that is similar in nature to pre-production mine development. The costs of such unusually high overburden removal activity are deferred and charged against reported profits in subsequent periods on a unitof-production basis. The accounting treatment is consistent with that of overburden removal costs incurred during the development phase of a mine, before production commences.

Deferred mining costs that relate to the production phase of the operation are carried forward as part of 'development assets'. The release of deferred mining costs is included in site operating costs.

n) Property, plant and equipment

Cost

Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

Properties are shown at fair value based on valuations by external independent valuers, less subsequent depreciation for buildings. Any accumulated depreciation at the date of revaluation is eliminated against the carrying amount of the asset and the net amount is restated to the revalued amount of the asset. All other plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

The net carrying amount of property, plant and equipment is reviewed for impairment in accordance with Note 1(t).

Major spares purchased specifically for particular plant are capitalised and depreciated on the same basis as the plant to which they relate. Assets are depreciated or amortised from the date they are installed and are ready for use, or in respect of internally constructed assets, from the time the asset is completed and deemed ready for use.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.

Depreciation

Items of plant and equipment are depreciated on a straight line basis over their estimated useful lives, the duration of which reflects the useful lives depending on the nature of the asset. The group uses the unit-of-production basis when depreciating certain mine specific assets, which results in a depreciation/amortisation charge proportional to the depletion of the anticipated remaining life of mine production. For the remainder of assets the straight line method is used, resulting in estimated useful lives for each class of depreciable assets as follows:

Class of fixed asset	Useful life
Properties	40 years
Plant and equipment	$2.5 - 25$ years
Mine and exploration equipment	2 - 33.3 years
Motor vehicles	5 - 20 years

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

Estimates of remaining useful lives and depreciation methods are reviewed bi-annually for all major items of plant and equipment. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Income Statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.

o) Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys the right to use the asset.

Leases of plant and equipment under which the group assumes substantially all the risks and benefits incidental to ownership are classified as finance leases. Other leases are classified as operating leases.

Finance leases are capitalised, with a lease asset and a lease liability equal to the fair value of the leased asset, or if lower, at the present value of the minimum lease payments determined at the inception of the lease. Lease payments are apportioned between the finance charges and reduction of the lease liability. The finance charge component within the lease payments is expensed. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the group will obtain ownership by the end of the lease term.

Payments made under operating leases are expensed on a straight-line basis over the leased term, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property.

p) Exploration, evaluation and feasibility expenditure Exploration and evaluation

Exploration and evaluation costs related to areas of interest are capitalised and carried forward to the extent that:

• (i) Rights to tenure of the area of interest are current; and
• (ii) a) Costs are expected to be recouped through successful development and exploitation of the area of interest or alternatively by sale; or
• b) Where activities in the area of interest have not vet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, active and significant operations in, or in relation to, the areas are continuing.

Such expenditure consists of an accumulation of acquisition costs and direct net exploration and evaluation costs incurred by or on behalf of the group, together with an appropriate portion of directly related overhead expenditure.

Deferred feasibility

Feasibility expenditure represents costs related to the preparation and completion of feasibility studies to enable a development decision to be made in relation to an area of interest and is capitalised as incurred.

When production commences, relevant past exploration, evaluation and feasibility expenditure in respect of an area of interest that has been capitalised is transferred to mine development where it is amortised over the life of the area of interest to which it relates on a unit-of-production basis, refer Note 1(m).

When an area of interest is abandoned or the directors decide it is not commercial, any accumulated costs in respect of that area are written off in the year the decision is made. Each area of interest is reviewed at the end of each reporting period and accumulated costs written off to the extent they are not expected to be recoverable in the future

q) Mine development

Development assets represent expenditure in respect of exploration, evaluation, feasibility and development incurred by or on behalf of the group, including overburden removal and construction costs, previously accumulated and carried forward in relation to areas of interest in which mining has now commenced. Such expenditure comprises net direct costs and an appropriate allocation of directly related overhead expenditure.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

All expenditure incurred prior to commencement of production from each development property is carried forward to the extent to which recoupment out of future revenue from the sale of production, or from the sale of the property, is reasonably assured.

When further development expenditure is incurred in respect of a mine property after commencement of production, such expenditure is carried forward as part of the cost of the mine property only when future economic benefits are reasonably assured, otherwise the expenditure is classified as part of the cost of production and expensed as incurred. Such capitalised development expenditure is added to the total carrying value of development assets being amortised.

Amortisation and impairment

Amortisation of costs is provided using the unit-of-production method. The net carrying values of development expenditure carried forward are reviewed half-yearly by directors to determine whether there is any indication of impairment. refer Note 1(t).

r) Mineral rights

Mineral rights comprise identifiable exploration and evaluation assets, mineral resources and ore reserves, which are acquired as part of a business combination or a joint venture and are recognised at fair value at date of acquisition. Mineral rights are attributable to specific areas of interest and are classified within exploration and evaluation assets.

Mineral rights attributable to each area of interest are amortised when commercial production commences on a unitof-production basis over the estimated economic reserve of the mine to which the rights related.

s) Intangible assets

Costs incurred in acquiring software are capitalised as intangible assets. Costs capitalised include external costs of materials and services. Costs associated with administration and maintenance of software is expensed as incurred in other expenses in the Income Statement. Amortisation is calculated on the useful life, ranging from three to five years.

t) Impairment of non-financial assets

The carrying amounts of all non-financial assets are reviewed half-yearly to determine whether there is an indication of impairment. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made. The recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Any excess of the asset's carrying value over its recoverable amount is expensed as an impairment loss to the Income Statement. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

u) Available-for-sale assets

The group's investments are designated as available-for-sale financial assets. The group's investments in listed securities are initially measured at fair value plus transaction costs. Subsequent to initial recognition, available-for-sale financial assets are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in the Income Statement. Impairment losses on equity instruments that were recognised in profit or loss are not reversed through profit or loss in a subsequent period.

The fair value of listed equity securities are determined by reference to quoted market prices.

v) Trade and other payables

Liabilities for trade and other payables are initially recorded at the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the group, and then subsequently at amortised cost.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

w) Employee benefits

Wages, salaries, salary at risk, annual leave and sick leave

Liabilities arising in respect of wages and salaries, salary at risk, annual leave and any other employee benefits expected to be settled within 12 months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liabilities are settled. These amounts are recognised in 'trade and other payables' (for amounts other than annual leave and salary at risk) and 'current provisions' (for annual leave and salary at risk) in respect of employee services up to the reporting date. Costs incurred in relation to nonaccumulating sick leave are recognised when the leave is taken and are measured at the rate paid or payable.

Long service leave

The liability for long service leave is measured at the present value of the estimated future cash outflows to be made by the group resulting from employees' services provided up to the reporting date. Liability for long service leave benefits not expected to be settled within 12 months are discounted using the rates attaching to notional government securities at the reporting date, which most closely match the terms of maturity of the related liability. In determining the liability for these long term employee benefits, consideration has been given to expected future increases in wage and salary rates, the groups experience with staff departures and periods of service. Related on-costs have also been included in the liability.

Provision is made for the group's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year are measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year are measured at the present value of the estimated future cash outflows to be made for those benefits. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows.

The obligations are presented as current liabilities in the Statement of Financial Position if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Defined contribution superannuation plans

Contributions to defined contribution superannuation plans are expensed when incurred.

Share-based payments

The group provides benefits to employees (including the executive director/chief executive officer) in the form of share-based compensation, whereby employees render services in exchange for shares or options and/or rights over shares (equity-settled transactions).

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The group issues share-based remuneration in accordance with the employee share acquisition plan, the performance rights plan or as approved by the Board as follows:

(i) Employee share acquisition plan

The group operates an Employee Share Acquisition Plan where employees may be issued shares and/or options. Fair value of the equity to which employees become entitled is measured at grant date and recognised as an employee benefits expense over the vesting period with a corresponding increase in equity. Fair value of shares issued is determined with reference to the latest ASX share price. Options are valued using an appropriate valuation technique which takes vesting conditions into account.

(ii) Performance rights plan

The group has a Performance Rights Plan where key management personnel may be provided with rights to shares in Ramelius. Fair values of rights issued are recognised as an employee benefits expense over the relevant service period, with a corresponding increase in equity. Fair value of rights are measured at effective grant date and recognised over the vesting period during which key management personnel become entitled to the rights. There are a number of different methodologies that are appropriate to use in valuing rights. Fair value of rights granted is measured using the most appropriate method in the circumstances, taking into consideration the terms and conditions upon which the rights were issued.

A N N U A L F I N A N C I A L R E P O R T

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

v) Financial instruments

Initial recognition and measurement

Financial instruments are initially measured at fair value plus transaction costs except where the instrument is classified 'at fair value through profit or loss' in which case transaction costs are expensed immediately.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest rate method or at cost. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted prices in an active market are used to determine fair value where possible. The group does not designate any interest in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.

(ii) Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

(iii) Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The group uses derivative financial instruments to hedge its exposure to changes in commodity prices arising in the normal course of business. The principal derivative used is gold put options. Their use is subject to approval by the Board of directors. The group does not trade in derivatives for speculative purposes. Derivative financial instruments are recognised at fair value on the date a derivative contract is entered into. These derivatives are valued on a markto-market valuation and the gain or loss on re-measurement to fair value is recognised through the Income Statement

(iv) Available-for-sale financial assets

Available-for-sale financial assets include any financial assets not included in the above categories. The group's accounting policy for available-for-sale financial assets is discussed at Note 1(u).

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. If there is objective evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously not recognised in the profit or loss - is removed from equity and recognised in profit or loss.

z) Deferred revenue

Deferred revenue represents forward sold gold bullion under a contracted gold pre-pay facility at an agreed upon gold price. The contract entered into and which continues to be held for the purpose of receipt or delivery of gold bullion in accordance with the entity's expected purchase, sale, or usage requirements is recognised as a liability in the Statement of Financial Position. The liability is reduced and revenue is recognised in the Income Statement upon delivery of gold bullion in equal instalments over the life of the pre-pay facility.

aa) Share canital

Ordinary share capital is classified as equity and is recognised at fair value of the consideration received by the group. Any transaction costs arising on the issue of ordinary shares and the associated tax are recognised directly in equity as a reduction of the share proceeds received.

A N N U A L F I N A N C I A L R E P O R T

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

$\overline{2}$ FINANCIAL RISK MANAGEMENT POLICIES

The group's management of financial risk is aimed at ensuring cash flows are sufficient to:

• Withstand significant changes in cash flow at risk scenarios and still meet all financial commitments as and when they fall due: and
• Maintain the capacity to fund future project development, exploration and acquisition strategies.

The group continually monitors and tests its forecast financial position against these criteria.

The group is exposed to the following financial risks: liquidity risk, credit risk and market risk (including foreign exchange risk, commodity price risk and interest rate risk). The directors are responsible for monitoring and managing financial risk exposures of the group. The group holds the following financial instruments:

	Consolidated
	2014	2013
	\$000's	\$000's
Financial assets
Cash at bank	4,520	18,830
Term deposits	7,913	15,017
Receivables	3,385	3,611
Derivative financial instruments	5	1,889
Available-for-sale financial assets	400	2,938
Total financial assets	16,223	42,285
Financial liabilities
Payables	16,679	24,008
Borrowings	2,337	3,612
Deferred revenue	4,000	$\blacksquare$
Total financial liabilities	23,016	27,620

a) Liquidity risk

Liquidity risk arises from the possibility that the group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. Prudent liquidity risk management implies maintaining sufficient cash to meet obligations when due. The group manages liquidity risk by monitoring forecast cash flows.

Maturities of financial liabilities $\dot{L}$

(a) Payables

Trade and other pavables are expected to be settled within 6 months.

(b) Borrowings

The table below analyses the group's financial arrangements at 30 June 2014 into relevant maturity groupings based on their contractual maturities. The amounts disclosed below represent a hire purchase paid in equal monthly instalments for the Mt Magnet mine camp which is held as security over the hire purchase. The hire purchase may be cancelled by Ramelius at any time at a cost equivalent to one month's repayment.

Contractual maturities of financial liabilities	Less than 6 months	$6 - 12$ months	$1 - 2$ vears	$2 - 5$ Years	Total
Hire purchase	638	638	1.061	-	2,337

A N N U A L F I N A N C I A L R E P O R T

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

Derivative financial instruments

Gold price risk is managed with the use of hedging strategies through the purchase of gold put options to establish gold "floor prices" in Australian dollars over the group's gold production; however this is generally at levels lower than current market prices. These put options enable Ramelius to retain full exposure to current, and any future rises in the gold price while providing protection to a fall in the gold price below the strike price. Gold prices, gold futures and economic forecasts are constantly monitored to determine whether to implement a hedging program.

Gold price sensitivity analysis

The group has performed a sensitivity analysis relating to its exposure to gold price risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result in a change in these risks. Notwithstanding this, the sensitivity analysis is still valid for gold prices above any floor prices that may be put in place. Any impacts from such hedging would be in relation to revenue from gold sales.

Based on gold sales of 86,284oz in 2013 and 83,878oz (92,830oz less forward sold gold of 8,952oz) in 2014, if gold price in Australian dollars changed by $+/-$ A\$100, with all other variables remaining constant, the estimated impact on pre-tax profits and equity would have been as follows:

	Consolidated
	2014	2013
	\$000's	\$000's
Impact on pre-tax profit
Increase in gold price by A\$100	8,388	8,628
Decrease in gold price by A\$100	(8,388)	(8,628)
Impact on equity
Increase in gold price by A\$100	8,388	8,628
Decrease in gold price by A\$100	(8,388)	(8,628)

Cash flow and fair value Interest rate risk iii.

Exposure to interest rate risk arises on financial assets and liabilities recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. Cash is held in an interest yielding cheque account and on short-term call deposits where the interest rate is both fixed and variable according to the financial asset.

Interest rate risk on cash assets is managed with a mixture of fixed and floating rate cash deposits. Borrowing interest rates are fixed over the life of the financial liability. Interest rate risk on borrowings is managed with a fixed borrowing rate.

Interest rate sensitivity analysis

The group has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result in a change in these risks.

Based on the cash at the end of the financial year, if interest rates were to change by + / - 2% with all other variables remaining constant, the estimated impact on pre-tax profits and equity would have been as follows:

	Consolidated
	2014	2013
	\$000's	\$000's
Impact on pre-tax profit
Increase in interest rate by 2%	249	677
Decrease in interest rate by 2%	(249)	(677)
Impact on equity
Increase in interest rate by 2%	249	677
Decrease in interest rate by 2%	(249)	(677)

A N N U A L F I N A N C I A L R E P O R T

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

OPERATING SEGMENTS 3

Management has determined the operating segments based on internal reports about components of the group that are regularly reviewed by the Chief Operating Decision Maker, the Chief Executive Officer, in order to make strategic decisions. Reportable segments include exploration, Burbanks, and Mt Magnet.

The Chief Executive Officer monitors performance in these areas separately. Unless stated otherwise, all amounts reported to the Chief Executive Officer are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the group.

The group operates primarily in one business segment, namely the exploration, development and production of minerals with a focus on gold. Details of the performance of each of these operating segments for the financial years ended 30 June 2014 and 30 June 2013 are set out below:

							Total
2014	2013	2014	2013	2014	2013	2014	2013
\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's
$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	29,146	41,239	103,889	94,352	133,035	135,591
-	$\overline{\phantom{a}}$	14,418	5,766	2,682	4,924	17,100	10,690
	$\overline{\phantom{a}}$	(8,601)	(4,594)	(41, 226)	(27, 683)	(49,827)	(32, 277)
٠	۰	(63)	(25)	(640)	(1,627)	(703)	(1,652)
(2,654)	(15, 324)	(3,712)	(2, 262)	(54, 117)	(20, 316)	(60, 483)	(37, 902)
(2,654)	(15, 324)	2,042	(1, 115)	(93, 301)	(44, 702)	(93, 913)	(61, 141)
						721	1,663
						(993)	(35)
						(8, 382)	(8, 261)
		Exploration		Burbanks		Mt Magnet

$(102, 567)$ $(67, 774)$ Profit before income tax Exploration Burbanks Mt Magnet Total Segment position 2014 2013 2014 2013 2014 2013 2014 2013 \$000's \$000's \$000's \$000's \$000's \$000's \$000's \$000's Capitalised expenditure 39,197 Mine development 5,736 $\overline{2}$ 11,773 39,195 17,509 Exploration assets 15,536 9,693 15,536 9,693 Segment assets 23,251 10,410 6,425 11,145 57,735 141,305 87,411 162,860 Corporate and unallocated assets Cash and cash equivalents 12.433 33.847 Trade and other receivables 2,852 2,467 Derivative financial instruments $\overline{\mathbf{5}}$ 1,889 Other current assets 149 193 Income tax benefit $\overline{A}$ 91 $2938$ Available-for-sale financial asset 400 Property, plant and equipment 373 376 Deferred tax assets 29,948 29,554 Total consolidated assets 133,571 234,615

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

		Exploration	Burbanks		Mt Magnet		Total
Segment position	2014	2013	2014	2013	2014	2013	2014	2013
	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's
Segment liabilities	574	711	4,345	3,084	41,950	49.697	46,869	53,492
Corporate and unallocated liabilities
Trade and other payables							515	1,937
Short-term provisions							382	390
Long-term provisions							64	120
Deferred tax liabilities							8,277	25,009
Total consolidated liabilities							56,107	80.948

Major customers

Ramelius provides goods that are more than 10% of external revenue through the Western Australian Mint in Perth, Australia. Goods provided through the Western Australian Mint account for 98.2% (2013: 99.3%) of sales revenue.

Segments assets by geographical location

Segment assets of Ramelius are geographically located in Australia other than those relating to the US subsidiary of \$25,142 (2013: \$1,334,682).

CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS 4

Judgements, estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Estimates and assumptions made assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group. The judgements, estimates and assumptions will, by definition, seldom equal actual results. The judgements, estimates and assumptions having a significant risk of causing material adjustments to the carrying amount of assets and liabilities within the next financial year are detailed below.

a) Exploration and evaluation expenditure

The group's policy for exploration and evaluation is discussed at Note $1(p)$ . Application of this policy requires management to make estimates and assumptions as to future events and circumstances, in particular the assessment of whether economic quantities of reserves will be found. Any such estimates and assumptions may change as new information becomes available.

b) Development assets

The group defers pre-production mining costs which are calculated in accordance with policy Note 1(m). Changes in an individual mine's design generally results in changes to life-of-mine assumption. Changes in other technical and economic parameters that impact reserves will also have an impact on the life-of-mine ratio even if they do not affect the mine's design. Changes to the life-of-mine are accounted for prospectively.

c) Deferred mining expenditure

The group defers mining costs incurred during the production stage of its operations, which are calculated in accordance with accounting policy Note 1(m). Changes in an individual mine's design will generally result in changes to the life-of-mine waste to contained gold ounces (life-of-mine) ratio. Changes in other technical and economic parameters that impact reserves will also have an impact on the life-of-mine ratio even if they do not affect the mine's design. Changes to the life-of-mine are accounted for prospectively.

d) Ore reserve estimates

The group estimates ore reserves and mineral resources each year based on information compiled by Competent Persons as defined in accordance with the Australian code for reporting Exploration Results, Mineral Resources and Ore Reserves 2012 ('JORC code'). Estimated quantities of economically recoverable reserves are based upon interpretations of geological models and require assumptions to be made including estimates of short and long-term commodity prices, exchange rates, future operating performance and capital requirements. Changes in reported reserve estimates can impact the carrying value of plant and equipment and development, provision for restoration and rehabilitation obligations as well as the amount of depreciation and amortisation.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

e) Recovery of deferred tax assets

Deferred tax assets, including those arising from unutilised tax losses require management to assess the likelihood that the group comply with the relevant taxation legislation and will generate sufficient taxable earnings in future periods, in order to recognise and utilise those deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and existing tax laws in the relevant iurisdictions. To the extent that cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets reported at the reporting date could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the group operates could limit the ability of the group to obtain deductions in future periods.

f) Impairment of assets

The group assesses each Cash-Generating Unit (CGU), at least annually, to determine whether there is any indication of impairment or reversal. Where an indicator of impairment or reversal exists, a formal estimate of the recoverable amount is made, which is deemed as being the higher of the fair value less costs to sell and value in use calculated in accordance with accounting policy Note 1(t). These assessments require the use of estimates and assumptions such as ore reserves, future production, commodity prices, discount rates, exchange rates, operating costs, sustaining capital costs, any future development cost necessary to produce the reserves (including the magnitude and timing of cash flows) and operating performance. Details of impairment of non-current assets, including key assumptions are shown at Note 35.

g) Unit-of-production method of depreciation and amortisation

The group uses the unit-of-production basis when depreciating / amortising mine specific assets which results in a depreciation / amortisation charge proportional to the depletion of the anticipated remaining life-of-mine production. Economic life, which is assessed annually, has due regard to both its physical life limitations and to present assessments of economically recoverable reserves of the mine property. These calculations require the use of estimates and assumptions.

h) Provision for restoration and rehabilitation

The group assess its mine restoration and rehabilitation provision bi-annually in accordance with the accounting policy Note 1(x). Significant judgement is required in determining the provision for restoration and rehabilitation as there are many transactions and other factors that will affect the ultimate liability payable to rehabilitate and restore the mine sites. The estimate of future costs therefore requires management to make assessment of the future restoration and rehabilitation date, future environmental legislation, changes in regulations, price increases, changes in discount rates, the extent of restoration activities and future removal technologies. When these factors change or become known in the future, such differences will impact the restoration and rehabilitation provision in the period in which they change or become known. At each reporting date the rehabilitation and restoration provision is remeasured to reflect any of these changes.

i) Share based payments

The group measures the cost of equity settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. The fair value is determined using the assumptions detailed in Note 25.

i) Impairment of available-for-sale financial assets

The group follows the guidance of AASB 139 Financial Instruments: Recognition and Measurement to determine when an available-for-sale financial asset is impaired. This determination requires significant judgement. In making this judgement, the group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows.

A N N U A L F I N A N C I A L R E P O R T

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

30 June 2014 deferred tax movement

	Balance at 1 July 2013 \$000's	Charged / (credited) to income \$000's	Charged / (credited) to equity \$000's	Balance at 30 June 2014 \$000's
Deferred tax liability
Exploration and evaluation	2,363	4,437		6,800
Development	21,932	(20, 659)		1,273
Property, plant and equipment	545	(545)
Inventory - consumables	101	10		111
Unrealised foreign exchange gains (losses)	68	25		93
Total deferred tax liability	25,009	(16,732)		8,277
Deferred tax asset
Equity transaction costs	529	(191)	71	409
Inventory - deferred mining costs	6,091	(2,906)		3,185
Property, plant and equipment		962		962
Receivables		348		348
Provisions	8,495	(1,051)		7,444
Tax losses	14,291	3,172		17,463
Other	148	(11)		137
Total deferred tax asset	29,554	323	71	29,948

30 June 2013 deferred tax movement

	Balance at 1 July 2012 \$000's	Charged / (credited) to income \$000's	Charged / (credited) to equity \$000's	Balance at 30 June 2013 \$000's
Deferred tax liability
Exploration and evaluation	4,782	(2, 419)		2,363
Development	24,263	(2, 331)		21,932
Property, plant and equipment	134	411	$\overline{\phantom{0}}$	545
Inventory - consumables	139	(38)		101
Unrealised foreign exchange gains (losses)		61		68
Total deferred tax liability	29.325	(4, 316)		25.009

	Balance at 1 July 2012 \$000's	Charged / (credited) to income \$000's	Charged / (credited) to equity \$000's	Balance at 30 June 2013 \$000's
Deferred tax asset
Equity transaction costs	762	(236)	3	529
Inventory - deferred mining costs	10,072	(3,981)		6,091
Provisions	6,392	2,103		8,495
Available-for-sale assets	807		(807)
Tax losses		14,291		14,291
Other	175	(27)		148
Total deferred tax asset	18,208	12,150	(804)	29,554

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR FNDED 30 JUNE 2014

Tax effects relating to comprehensive income

	2014			2013
	Pre-tax	Income tax Net of tax		Pre-tax	Income tax Net of tax
	amount	effect	amount	amount	effect	amount
	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's
Revaluation of available-for-sale assets	-		$\overline{\phantom{0}}$	(3,100)	930	(2, 170)
Exchange difference on translating foreign
controlled entity	67	$\overline{\phantom{0}}$	67	68		68

Current tax position

	Consolidated
	2014	2013
	\$000's	\$000's
Income tax benefit (payable)	$\overline{\phantom{a}}$	491
Franking credits

Franking credits available for subsequent years based on a tax rate of 30% (2013: 30%) 21,826 21,826

The above represents the balance of the franking account as at the end of the reporting period, adjusted for: a) franking credits (debits) that will arise from payment of the provision for income tax (income tax benefit), and b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date.

Tax Insses

Unused tax losses for which no deferred tax asset has been recognised	40.229
Potential tax benefit at 30%	12.069

All unused tax losses were incurred by Australian entities that are not part of the tax consolidated group. See Note 4(e) for information about recognised tax losses and significant judgements made in relation to them.

8 EARNINGS PER SHARE

Classification of securities

All ordinary shares have been included in basic earnings per share.

Classification of securities as potential ordinary shares

Rights to shares granted to executives and senior managers are included in the calculation of diluted earnings per share assuming all outstanding rights will vest. Rights are not included in the calculation of basic earnings per share. The rights and options were not included in the calculation of diluted earnings per share as they are antidilutive.

Earnings used in the calculation of earnings per share
Profit (loss) after income tax expense	(85, 512)	(50, 792)
Weighted average number of shares used as the denominator
Number for basic earnings per share
Ordinary shares (000's)	359,522	336.981
Number for dilutive earnings per share
Share rights and options (000's)
Total number of dilutive earnings per share (000's)	359,522	336.981

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

		Consolidated
		2014	2013
	Note	\$000's	\$000's
CASH AND CASH EQUIVALENTS 9
Cash at bank and in hand		4,520	18,830
Deposits at call 1		7,913	15,017
Total cash and cash equivalents		12.433	33,847

1 Includes \$2,071,900 of deposits provided as security against unconditional bank guarantees in favour of the WA government in respect of restoration and
rehabilitation required and to secure supply of gas and electricity.

Risk exposure

The group's exposure to interest rate risk is discussed in Note 2. Maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.

10 TRADE AND OTHER RECEIVABLES

Trade receivables		1,186	852
Provision for impairment	2(b)	(1, 162)
Trade receivables		24	852
Other receivables		3,361	2,759
Total current trade and other receivables		3,385	3,611

Classification of trade and other receivables

Trade receivables are amounts due from customers for goods sold and services performed in the ordinary course of business. Trade receivables are generally due for settlement within 30 days and therefore are all classified as current. The group's impairment and other accounting policies for trade and other receivables are outlined in Notes 1(k) and 2(b). Other receivables comprise accrued interest, refundable deposits and amounts due from taxation authorities. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets.

Fair values of trade and other receivables

Due to the short-term nature of the current receivables, their carrying amount is assumed to be the same as their fair value. For non-current receivables, the fair values are also not significantly different to their carrying amounts.

Impairment and risk exposure

Refer Note 2 for more information on the risk management policy of the group and credit quality of trade receivables.

11 INVENTORIES

Gold nuggets at cost	80	80
Ore stockpiles	4,351	5,490
Gold in circuit	6,463	5,688
Consumables and supplies	4.470	4,783
Total inventories	15,364	16,041

Inventory expense

Write-downs of inventories to net realisable value recognised as an expense during the year ended 30 June 2014 amounted to \$12.6 million. The expense has been included in 'cost of sales' in profit and loss.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

	Consolidated
	2014	2013
	\$000's	\$000's
12 DERIVATIVE FINANCIAL INSTRUMENTS
Derivative assets	5	1,889
Derivatives are used to hedge cash flow risk associated with future transactions. Current assets and liabilities reflect those instruments which are due for settlement within one year based on a valuation at year end including those instruments which have been settled prior to their expiry but subsequent to 30 June 2014.
Risk exposures and fair value measurements Information about the group's exposure to credit risk, foreign exchange risk and about the methods and assumptions used in determining fair values is provided in Note 2. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of the abovementioned derivative financial assets.
13 OTHER CURRENT ASSETS
Prepayments	706	765
14 AVAILABLE-FOR-SALE FINANCIAL ASSETS
Shares in listed corporations at fair value	400	2,938
Classification of financial assets as available-for-sale Investments are designated as available-for-sale financial assets if they do not have fixed maturities and fixed or determinable payments, and management intends to hold them for the medium to long-term. The financial assets are presented as non-current assets unless they mature, or management intends to dispose of them within 12 months of the end of the reporting period.
Impairment indicators for available-for-sale financial assets A security is considered to be impaired if there has been a significant and prolonged decline in the fair value below cost. See Notes 1(u), 2(e) and 4(j) for further details about the group's impairment policies and significant estimates, judgements and assumptions for available-for-sale financial assets.

Amounts recognised in profit or loss and other comprehensive income

During the year, the following gains (losses) were recognised in profit or loss and other comprehensive income.

Gains (losses) recognised in other comprehensive income	2.204	(2.170)
Gains (losses) reclassified to profit or loss from other
comprehensive income on disposal	$\blacksquare$	3.117

Risk exposures and fair value measurements

Available-for-sale financial assets are recognised as a Level 1 in the fair value hierarchy as defined under AASB 7 Financial Instruments: Disclosures. Information about the group's exposure to credit risk and about the methods and assumptions used in determining fair values is provided in Note 2.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

	Consolidated
	2014	2013
	\$000's	\$000's
15 PROPERTY, PLANT AND EQUIPMENT ASSETS
Property
Properties at fair value	1,529	1,529
Accumulated depreciation	(94)	(56)
Total property assets	1,435	1,473
Plant and equipment
Plant and equipment at cost	57,388	58,395
Less accumulated depreciation	(22, 528)	(11, 423)
Total plant and equipment	34,860	46,972
Total property, plant and equipment	36,295	48,445

(a) Valuation of property

Properties are recognised as a Level 2 in the fair value hierarchy as defined under AASB 13 Fair Value Measurements. The valuation basis of property is fair value being the amounts for which the assets could be exchanged between willing parties in an arm's length transaction, based on current prices in an active market for similar properties in the same location and condition. The 2011 valuations were made by independent valuers. At 30 June 2014, the directors are of the opinion that the carrying amounts of properties approximate their fair values. The revaluation surplus of applicable deferred income taxes was credited to the asset revaluation reserve.

(b) Carrying amounts that would have been recognised if land and buildings were stated at cost

If properties were stated on the historical cost basis, the amounts would be as follows:

Property
Properties at cost	607	607
Accumulated depreciation	(36)	(22)
Total property assets	571	585

(c) Leased assets

Plant and equipment includes the following amounts where the group is a lessee under a hire purchase finance lease:

Leasehold equipment at cost 1	5.306	5.306
Accumulated depreciation	(2,872)	(1,693)
Total leased assets	2.434	3,613

1 Refer Note 20 for information on non-current assets pledged as security on the hire purchase by the group.

(d) Assets in the course of construction

Plant and equipment includes the following expenditure which is in the course of construction:

Plant and equipment in the course of construction 10.	262
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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

		Consolidated
		2014	2013
	Note	\$000's	\$000's
18 EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation		22,766	9,680
(a) Exploration and evaluation expenditure reconciliation
Balance at beginning of financial year		9.680	17,282
Additions		15,119	9,623
Transfers to development assets		(42)	(2, 495)
Impairment 1		(2,007)	(14,800)
Foreign exchange translation		16	70
Total exploration and evaluation expenditure		22,766	9.680
1 Impairment of exploration assets during the year represents Nevada, Charters Towers and certain Mt Magnet exploration and evaluation expenditure where senior management conclude that capitalised expenditure is unlikely to be recovered by sale or future exploration.
19 TRADE AND OTHER PAYABLES
Trade payables		6.985	11,198
Other payables and accrued expenditure		9.694	12,810
Total trade and other payables		16,679	24,008
Classification of trade and other payables ada sanaktar asa noocanad asal asa nanalki saddindakta 90 dana af saarastees. Haa aassista asaansaa af asada asal

Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-term nature.

Risk exposure

The group's exposure to cash flow risk is discussed in Note 2.

20 BORROWINGS

Current
Hire purchase	1,275	1,275
Non-current
Hire purchase	1.062	2.337

Lease liability

The group's lease liability represents deferred payments for the Mt Magnet mine camp which are secured against the mine camp asset. In the event of default, the assets revert to the lessor.

21 DEFERRED REVENUE

Current
Deferred revenue	4.000

Deferred revenue represents forward sold gold bullion under a gold pre-pay facility. Revenue is recognised upon delivery of gold bullion in equal instalments over the life of the pre-pay facility. A \$2,500,000 security deposit is being held against the facility until it is repaid in full.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

		Consolidated
		2014	2013
		\$000's	\$000's
22 PROVISIONS
Current
Employee benefits		2,141	1,985
Non-current
Employee benefits		402	356
Rehabilitation and restoration costs	1(x)	22,271	25,978
Total non-current provisions		22,673	26,334
Number of employees at year end		124	132
Employee benefits reconciliation
Current
Balance at beginning of financial year		1,985	1,300
Amount provided		1,850	1,841
Amount used		(1,694)	(1, 156)
Balance at end of financial year		2,141	1,985
Non-current
Balance at beginning of financial year		356	301
Amount provided		124	55
Amount used		(78)
Balance at end of financial year		402	356
Provision for long service leave

Provision for long service leave is recognised for employee benefits. In calculating its present value, the probability of leave being taken is based on historical data. Refer Note 1(w) for measurement and recognition criteria.

Rehabilitation and restoration reconciliation
Balance at beginning of financial year	25.978	19.706
Revision of provision 1	(3,525)	4.945
Expenditure on restoration and rehabilitation	(885)
Discount unwind	703	1,327
Total provision for rehabilitation and restoration	22.271	25.978

1 Represents amendments to future restoration and rehabilitation liabilities resulting from an approved mine plan in the financial year as well as a change in provision assumptions. Key provision assumption changes include reassessment of costs.

Provision for rehabilitation and restoration

Provision for rehabilitation and restoration represents management's assessment of expenditure expected to be incurred for Coogee, Western Queen and Mt Magnet mines and the group's processing plants. Refer Note 1(x) for measurement and recognition criteria.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

23 SHARE CAPITAL

	Number of
a) Ordinary shares	Shares	Ś
Share capital at 30 June 2012	335,969,659	112,656,607
Share capital during the 2012-13 financial year
Issue of shares resulting from vesting of rights	1,780,000
Less cost of share issues (net of tax)		(7,053)
Share capital at 30 June 2013	337,749,659	112,649,554
Share capital the 2013-14 financial year
Issue of shares resulting from vesting of rights	1,580,000
Shares issued under share purchase plan	1,410,721	253,930
Shares issued under placement	25,000,000	5,000,000
Shares to be issued under placement	15,415,386	1,002,000
Less cost of share issues (net of tax)		(112, 457)
Less cost of shares to be issued (net of tax)		(50,883)
Share capital at 30 June 2014	381 155 766	118.742.144

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders' meetings. In the event of winding up of the Company, ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation.

b) Options over shares

Refer Note 25 for further information on options, including details of any options issued, exercised and lapsed during the financial year and options over shares outstanding at financial year end.

c) Rights over shares

Refer Note 25 for further information on rights, including details of any rights issued, exercised and lapsed during the financial year and rights over shares outstanding at financial year end.

	Consolidated
	2014	2013
	\$000's	\$000's
24 RESERVES
Share-based payments reserve 1	2,321	4,946
Available-for-sale reserve 2		(2,204)
Foreign currency translation reserve 3	(133)	(66)
Asset revaluation reserve 4	634	634
Total reserves	2,822	3,310
1 Share-based payments reserve records items recognised as expenses on valuation of employees share options and rights.

2 Available-for-sale reserve records changes in the fair value of available-for-sale financial assets.

3 Foreign currency translation reserve records exchange differences arising on translations of a foreign controlled subsidiary.

4 Asset revaluation reserve records revaluations of non-current assets.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

25 SHARE-BASED PAYMENTS

Shares

Under Ramelius' Employee Share Acquisition Plan, which was approved by shareholders in November 2007, eligible employees are granted ordinary fully paid shares in Ramelius for no cash consideration. All Australian resident permanent employees who are employed by the group are eligible to participate in the plan.

No shares were issued to employees during the 2014 financial year (2013: nil).

Members of the plan receive all the rights of ordinary shareholders. Unrestricted possession of these shares occurs at the earliest of, three years from date of issue or the date employment ceases.

Share rights

As approved by the Board, eligible executives were granted rights to ordinary fully paid shares in Ramelius for no cash consideration. Executives and senior management of Ramelius participate in this plan. Set out below are summaries of the rights granted to employees:

Effective grant		Exercise	Fair value price per right 1	Rights at start of	Rights	Rights vested &	Rights	Rights at end of	Date rights next vest and become
date	Expiry date	\$	\$	year	granted	exercised	lapsed 2	year	exercisable
2014
26 Nov 2010	26 Nov 2013	۰	0.869	940,000	$\overline{\phantom{0}}$	940.000			n/a
28 Mar 2011	28 Mar 2014	۰	1.296	70,000	۰.	70,000			n/a
1 May 2011	1 May 2014	۰	1.125	100,000		٠	100,000		n/a
18 Jul 2011	18 Jul 2014		1.305	140,000	۰.	70,000	٠	70,000	18 Jul 2014
25 Jul 2011	25 Jul 2014	۰	1.296	140,000	-	70,000	70,000		n/a
22 Aug 2011	22 Aug 2014	۰	1.494	140,000	-	70,000	٠	70.000	22 Aug 2014
1 Mar 2012	1 Mar 2015	۰	0.936	300,000	۰.	150,000	٠	150,000	1 Mar 2015
1 Apr 2012	1 Apr 2015	۰	0.774	140,000		70,000	$\overline{\phantom{a}}$	70,000	1 Apr 2015
9 Jul 2012	9 Jul 2015	۰	0.450	210,000	-	70,000	٠	140,000	9 Jul 2014
15 Apr 2013	15 Apr 2016	٠	0.230	210,000		70,000	٠	140,000	15 Apr 2015

Total

2.390.000

1.580.000 170.000 640.000

			Exercise Fair value	Rights at		Rights		Rights at	Date rights next
Effective grant			price per right $1$	start of	Rights	vested &	Rights	end of	vest and become
date	Expiry date	\$	\$	year	granted	exercised	lapsed 2	year	exercisable
2013
26 Nov 2010	26 Nov 2013	٠	0.869	2,080,000	$\overline{\phantom{a}}$	1,040,000	100,000	940,000	26 Nov 2013
28 Mar 2011	28 Mar 2014	٠	1.296	140,000		70.000	٠	70.000	28 Mar 2014
1 May 2011	1 May 2014	٠	1.125	200,000	٠	100,000	٠	100,000	1 May 2014
18 Jul 2011	18 Jul 2014	٠	1.305	210,000	٠	70,000	$\overline{\phantom{m}}$	140,000	18 Jul 2013
25 Jul 2011	25 Jul 2014	٠	1.296	210,000	٠	70,000	$\overline{\phantom{m}}$	140,000	25 Jul 2013
15 Aug 2011	15 Aug 2014	٠	1.368	210,000	٠	70.000	140,000	٠	15 Aug 2013
22 Aug 2011	22 Aug 2014	٠	1.494	210,000	٠	70,000	$\overline{\phantom{m}}$	140,000	22 Aug 2013
1 Mar 2012	1 Mar 2015	٠	0.936	450,000	٠	150,000	$\overline{\phantom{m}}$	300,000	1 Mar 2014
1 Apr 2012	1 Apr 2015	٠	0.774	210,000	$\overline{\phantom{a}}$	70,000	٠	140,000	1 Apr 2014
9 Jul 2012	9 Jul 2015	٠	0.450	۰	210,000		٠	210,000	9 Jul 2013
15 Apr 2013	15 Apr 2016	٠	0.230	$\overline{\phantom{a}}$	210,000		$\overline{\phantom{m}}$	210,000	15 Apr 2014

3,920,000 420,000 1,710,000 240,000 2,390,000

$\sim$

1 The fair value of rights granted as remuneration shown above was determined in accordance with applicable accounting standards.
2 The value of rights that lapsed due to vesting conditions not being satisfied have been de

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

The fair value of share rights is determined using the market price of the underlying shares at the date the rights were granted and assumes that all holders continue to be employees of the group until the end of the vesting period. The risk that this vesting condition is not met is 10%.

Options

As approved by the Board, an employee was granted options over ordinary fully paid shares in Ramelius in the financial year (2013: nil). Details of the options granted are set out below.

Date options				Number
granted	Vesting date	Expiry date	Exercise price	under option
16 April 2014	11 June 2014	11 June 2016	0.20	1,500,000
16 April 2014	11 June 2015	11 June 2017	0.25	1,500,000
16 April 2014	11 June 2016	11 June 2018	0.30	1,500,000

The assessed fair value at grant date of options granted during the year was \$0.028, \$0.027 and \$0.029 for the options expiring in 2016, 2017 and 2018 respectively. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the share price at grant date, expected price volatility of the underlying share and the risk free rate for the term of the option.

The model inputs for options granted during the year ended 30 June 2014 included:

Metric	Options expiring 11 June 2016	Options expiring 11 June 2017	Options expiring 11 June 2018
Exercise price	\$0.20	\$0.25	\$0.30
Grant date	16 April 2014	16 April 2014	16 April 2014
Expiry date	11 June 2016	11 June 2017	11 June 2018
Share price at grant date	\$0.11	\$0.11	\$0.11
Expected price volatility	72.50%	65.83%	62.79%
Risk free rate	2.57%	2.74%	2.93%

The expected price volatility is based on historic volatility (based on the remaining life of the options).

Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transaction recognised during the period as part of employee benefits expense were as follows:

2014	2013
\$000's	\$000's
1,026	1,836
53
1,079	1,836
	Consolidated

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

	Consolidated
	2014	2013
	\$000's	\$000's
26 COMMITMENTS FOR EXPENDITURE
a) Finance lease commitments The hire purchase represents finance for mine camp facilities at Mt Magnet. These obligations are provided for in the financial statements.
Within 1 year	1,406	1,406
Later than 1 year but not later than 5 years	1,172	2,578
Total minimum lease payments	2,578	3,984
Less future finance charges	241	372
Present value of minimum lease payments	2,337	3,612
Included in the financial statements as borrowings (Note 20):
Current	1,275	1,275
Non-current	1,062	2,337
b) Capital expenditure commitments Capital expenditure contracted but not provided for in the financial statements.
Within 1 year	203	140
Total capital expenditure commitments	203	140
c) Operating lease commitments Future minimum rentals payable on non-cancellable operating leases due:
Within 1 year	387	608
Later than 1 year but not later than 5 years	138	431
Total operating lease commitments	525	1,039

Significant operating leases include the following:

The group has a 3 year non-cancellable operating leases for office space in Adelaide effective from 1 December 2011 at a cost of \$83,610 per annum plus CPI adjustments.

The group has a 2 year non-cancellable operating leases for office space in Perth effective from 1 June 2013 at a cost \$135,694 per annum.

The group has a 3 year non-cancellable operating lease for storage and dispensing equipment effective from 1 January 2012 at a cost of \$84,989 per annum.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

	Consolidated
2014	2013
\$000's	\$000's

d) Minimum exploration and evaluation commitments

In order to maintain current rights of tenure to exploration tenements, the group is required to perform minimum exploration work to meet minimum expenditure requirements. These obligations are subject to renegotiation and may be farmed out or relinquished. These obligations are not provided for in the financial statements.

Within 1 year	2,288	2.321
Later than 1 year but not later than 5 years	8.810	6.345
Due later than 5 years	25.483	19.241
Total minimum exploration and evaluation commitments	36.581	27,907

e) Other commitments

The group has contractual obligations for various expenditures such as royalties, production based payments, exploration and the cost of goods and services supplied to the group. Such expenditures are predominantly related to the earning of revenue in the ordinary course of business. These obligations are not provided for in the financial statements.

27 CONTINGENT LIABITLIES

The directors are of the opinion that the recognition of a provision is not required in respect of the following matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement

(a) Expenditure on mineral rights and tenements

Ramelius has signed a Sale and Purchase Agreement with Xstrata Nickel Australasia Operations Pty Limited (XNAO), a subsidiary of Glencore plc, and with Giralia Resources Pty Limited (Giralia) to acquire 100% of the XNAO Kathleen Valley tenements and 100% of the tenements held by XNAO and Giralia as the participants in the Kathleen Valley and Mount Harris Joint Ventures. The purchase price for the acquisition is \$4.05 million subject to certain conditions precedent.

Ramelius signed a Sale and Purchase Option Agreement with Mr F. C. Saunders providing Ramelius with an option to acquire three Exploration Licences (EL26/131, 134 and 150) and one Prospecting Licence (PL26/3689) abutting the Company's Coogee Mining Lease, east of Kambalda. The purchase price for the acquisition is \$0.5 million subject to certain conditions precedent.

Ramelius signed a farm-in and joint venture agreement with Tychean Resources Limited. Ramelius intends to farm-in on a package of two granted Exploration Licences (ELs) and six EL applications in the Australian Northern Territory's Tanami Desert region. Ramelius may earn an 85% interest in the project by spending \$0.5 million within 3 years.

(b) Bank guarantees

The group has negotiated a number of bank guarantees in favour of various government authorities and service providers. The total nominal amount of these guarantees at the reporting date is \$2,071,900 (2013: \$1,976,900). These bank guarantees are fully secured by cash on term deposit.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

	Consolidated
	2014	2013
Note	\$000's	\$000's

28 CASH FLOW INFORMATION

a) Reconciliation of cash

For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand and at bank and highly liquid investments in money market instruments, net of outstanding bank overdrafts. Cash at end of the financial year as shown in the Consolidated Statement of Cash Flows is reconciled to the related items in the Consolidated Statement of Financial Position as follows:

Cash		4,520	18,830
Cash on deposit		7,913	15,017
Total cash and cash equivalents	9	12,433	33,847
b) Reconciliation of net profit to net cash provided by operating activities
Profit after income tax		(85, 512)	(50, 792)
Non-cash items
- Share-based payments		1,079	1,836
- Depreciation and amortisation		49,977	32,401
- Stock write-downs		12,556	21,344
- Impairment of assets		59,869	37,378
- Discount unwind on provisions		703	1,327
- Effect of exchange rate		(82)	(201)
- Net fair value of derivative instruments		3,179	(882)
Items presented as investing or financing activities
- Available-for-sale investments		20	3,117
- (Gain) loss on disposal of non-current assets		11	2
- Non-current assets written off		40	104
- Demobilisation and restoration activities		868	2,126
Changes in assets and liabilities
(Increase) decrease in:
- Prepayments		74	(66)
- Trade and other receivables		(921)	943
- Inventories		(11, 878)	2,064
- Deferred revenue		(12,000)
- Deferred tax assets		(394)	(12, 154)
(Decrease) increase
- Trade and other payables		(6, 925)	(482)
- Provisions		(1,034)	549
- Current tax liabilities		491	7,262
- Deferred tax liabilities		(16, 732)	(4, 315)
Net cash provided by operating activities		(6,611)	41,561

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

29 RELATED PARTIES

Transactions with related parties are on normal commercial terms and at conditions no more favourable than those available to other parties unless otherwise stated.

a) Key management personnel compensation

Short-term employee benefits	2,003	2,079
Post-employment benefits	183	147
Other long-term benefits	20	30
Termination benefits	759
Share-based payments	534	861
Total key management personnel compensation	3.499	3.117

Detailed remuneration disclosures are provided in the remuneration report.

h) Subsidiaries

Interests in subsidiaries are set out in Note 31.

c) Transactions with wholly-owned controlled entities

Ramelius advanced interest free loans to wholly-owned controlled entities. In addition to these loans, Ramelius Milling Services Pty Ltd provides milling services for Ramelius Resources Limited. These transactions and inter-company loans have been eliminated in full on consolidation.

d) Transactions with other related parties

The terms and conditions of transactions with directors and their director related entities were no more favourable to the directors and their director related entities than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm's length basis.

The aggregate amounts recognised during the year (excluding re-imbursement of expenses incurred on behalf of Ramelius) relating to directors and their director-related entities were as follows:

Director	Transaction	2014 \$000's	2013 \$000's
Mr R M Kennedy	Amount paid to a related party of the director in respect of a leased property in Adelaide SA on an arm's length basis from 1
	July 2013 to 30 June 2014.	88	85

A \$13,935 bond has been paid to a related party of Mr Kennedy in relation to the leased property in Adelaide SA which is receivable on completion of the lease term or upon termination. There was no other amount receivable from or payable to directors and their related entities at reporting date.

T W O T H O U S A N D & F O U R T E E N

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

	Closed Group
Consolidated Statement of Financial Position	2014	2013
	\$000's	\$000's
Current assets
Cash and cash equivalents	12,037	31,078
Trade and other receivables	3,215	2,507
Inventories	14,801	14,500
Derivative financial instruments	5	1,889
Other current assets	678	704
Current income tax benefit		492
Total current assets	30,736	51,170
Non-current assets
Available-for-sale financial assets	400	2,938
Trade and other receivables	375	6,432
Exploration and evaluation expenditure	22,766	8,375
Property, plant, equipment and development assets	44,824	128,662
Intangible assets	358	537
Deferred tax assets	28,638	28,868
Total non-current assets	97,361	175,812
Total assets	128,097	226,982
Current liabilities
Trade and other payables
Borrowings	15,576	23,077
Provisions	5,275 1,878	1,275 1,772
Total current liabilities	22,729	26,124
Non-current liabilities
Borrowings	1,062	2,337
Provisions	20,574	24,292
Deferred tax liabilities	8,277	24,492
Total non-current liabilities	29,913	51,121
Total liabilities	52,642	77,245
Net assets	75,455	149,737
Equity
Share capital	118,743	112,650
Reserves	2,955	3,376
Retained earnings	(46, 243)	33,711
Total equity	75,455	149,737

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

31 INVESTMENTS IN CONTROLLED ENTITIES

The consolidated financial statements incorporate assets, liabilities and results of the ultimate parent entity, Ramelius Resources Limited, and the following subsidiaries in accordance with the accounting policy described in Note 1(b).

	Country of	Percentage Owned (%) 1
	Incorporation	2014	2013
Parent entity
Ramelius Resources Limited	Australia
Subsidiaries of Ramelius Resources Limited
Ramelius Milling Services Pty Ltd	Australia	100	100
Ramelius Nevada LLC	United States	100	100
Mt Magnet Gold Pty Ltd	Australia	100	100
1 Percentage of voting power is in proportion to ownership.

32 INTERESTS IN JOINT OPERATIONS

The group has a direct interest in a number of unincorporated joint operations at 30 June 2014, as follows:

Joint venture project	Principal activities	Interest
Black Cat	Gold	90%
Tanami 1	Gold	85%

1 Ramelius may earn an 85% interest in the project by spending \$500,000 within 3 years.

Ramelius' share of assets in unincorporated joint operations is as follows:

		Consolidated
	2014	2013
	\$000's	\$000's
Non-current assets
Exploration and evaluation expenditure (Note 18)	67	1,382

33 SUBSEQUENT EVENTS

Ramelius completed a share placement to sophisticated investors raising \$2.1 million before costs through the issue of 32,307,693 shares and 16,153,849 options exercisable at \$0.12 by 1 August 2015 and a 1:4 non-renounceable Entitlements Issue to eligible shareholders raising \$3.9 million before costs through the issue of 59,580,184 shares and 29, 790, 293 options exercisable at \$0.12 by 1 August 2015.

Pursuant to an underwriting agreement between Ramelius and Directors, a further 1,200,000 shares and 600,000 options were issued raising \$78,000. Under the terms of the Entitlement Issue, the Directors may issue the shortfall of 38,733,067 shares at their discretion within 3 months of the Offer close date of 25 July 2014.

Apart from the above, no matters or circumstances have arisen since 30 June 2014 that have significantly affected, or may significantly affect:

• (a) The group's operations in future financial years,
• (b) The results of operations in future financial years, or
• (c) The group's state of affairs in future financial years.

A N N U A L F I N A N C I A L R E P O R T

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RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

d) Contingent liabilities

The directors are of the opinion that the recognition of a provision is not required in respect of the following matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.

(i) Expenditure on mineral rights and tenements

Ramelius has signed a Sale and Purchase Agreement with Xstrata Nickel Australasia Operations Pty Limited (XNAO), a subsidiary of Glencore plc, and with Giralia Resources Pty Limited (Giralia) to acquire 100% of the XNAO Kathleen Valley tenements and 100% of the tenements held by XNAO and Giralia as the participants in the Kathleen Valley and Mount Harris Joint Ventures. The purchase price for the acquisition is \$4.05 million subject to certain conditions precedent.

Ramelius signed a Sale and Purchase Option Agreement with Mr F. C. Saunders providing Ramelius with an option to acquire three Exploration Licences (EL26/131, 134 and 150) and one Prospecting Licence (PL26/3689) abutting the Company's Coogee Mining Lease, east of Kambalda. The purchase price for the acquisition is \$0.5 million subject to certain conditions precedent.

Ramelius signed a farm-in and joint venture agreement with Tychean Resources Limited. Ramelius intends to farm-in on a package of two granted Exploration Licences (ELs) and six EL applications in the Australian Northern Territory's Tanami Desert region. Ramelius may earn an 85% interest in the project by spending \$0.5 million within 3 years.

(ii) Bank guarantees

Ramelius has negotiated a number of bank guarantees in favour of various government authorities and service providers. The total nominal amount of these guarantees at the reporting date is \$39,900 (2013: \$39,900). These bank guarantees are fully secured by cash on term deposit.

e) Guarantees in relation to debts of subsidiaries

Ramelius and Mt Magnet Gold Pty Ltd (the Closed Group) entered into a Deed of Cross Guarantee on 15 December 2011 (Deed) as noted in Note 30 above. The effect of the Deed is that Ramelius has guaranteed to pay any deficiency in the event of winding up of the abovementioned Subsidiary under certain provisions of the Corporations Act 2001. Mt Magnet Gold Pty Ltd has also given a similar guarantee in the event that Ramelius is wound up.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

35 IMPAIRMENT OF NON-CURRENT ASSETS

In accordance with the group's accounting policies and processes, the group performs its impairment testing at least annually as at 30 June. Non-current assets are reviewed at each reporting period to determine whether there is an indication of impairment. Where an indicator of impairment exists, a formal estimate of recoverable amount is made.

The significant and sustained decline in gold prices and resulting fall in market value of gold company share prices, reflected in the market capitalisation of Ramelius represented indicators of impairment in the year. As a result, the group assessed the recoverable amounts of the Mt Magnet cash-generating unit (CGU) and the Burbanks CGU.

Impairment is recognised when the carrying value exceeds the recoverable amount. The recoverable amount of each CGU has been determined using the value in use approach and is detailed below.

Mt Magnet CGU

Methodology

The impairment assessment was performed on a value in use basis for the Mt Magnet CGU using an internal valuation based on key management estimates and assumptions. Key management estimates and assumptions include ore reserves, future production, commodity prices, discount rates, exchange rates, operating costs, sustaining capital costs, any future development cost necessary to produce the reserves (including the magnitude and timing of cash flows) and operating performance. The company considered information from industry analysis in relation to short and long term commodity prices and forward exchange rates.

Significant judgements and assumptions are required in making estimates of a CGU's value in use. It should be noted that CGU valuations are subject to variability in the abovementioned key assumptions. An adverse change in one or more of the assumptions used could result in a reduction in the CGU's value in use.

The impairment assessment of the Mt Magnet CGU at 30 June 2014 did not result in impairment; however the impairment assessment at 31 December 2013 resulted in impairment of which details are included below.

Key assumptions

The table below summarises the key assumptions used in the 30 June 2014 full-year carrying values assessment.

Key assumptions	$Jun-14$	Jun-15	$Jun-16$	Jun-17
Gold (US\$ per ounce) $1$	1,312	1,319	1,333	1,359
AUD:USD exchange rate $1$	0.93	0.91	0.89	0.88
Pre-tax discount rate (%)	11.34	11.34	11.34	11.34

1 Derived from the 30 June 2014 Commonwealth Bank of Australia forward gold curve and exchange rate.

The table below summarises the key assumptions used in the 31 December 2013 half-year carrying values assessment.

Key assumptions	Dec-14	Dec-15	Dec-16	Dec-17
Gold (US\$ per ounce) -	1,188	1,203	1,215	1,242
AUD:USD exchange rate $1$	0.88	0.86	0.83	0.82
Pre-tax discount rate (%)	11.39	11.39	11.39	11.39

1 Derived from the 31 December 2013 Commonwealth Bank of Australia forward gold curve and exchange rate.

a) Commodity prices and exchange rates

The group considered information available from industry analysts in relation to short and long term commodity prices and forward exchange rates.

b) Discount rate

In determining the fair value of the Mt Magnet CGU, the future cash flows were discounted using rates based on the groups estimated pre-tax weighted average cost of capital.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

c) Commodity prices and exchange rates

The group considered information available from industry analysts in relation to short and long term commodity prices and forward exchange rates.

• d) Discount rate In determining the fair value of the Mt Magnet CGU, the future cash flows were discounted using rates based on the groups estimated pre-tax weighted average cost of capital.
• e) Operating and capital costs Operating and capital costs assumptions are based on latest budgets and internal life-of-mine plan assessments.
• f) Unmined reserves and exploration values

Certain unmined reserves have been included in the life-of-mine plan assessment as the group constantly re-assess the economic returns on and timing of specific production options in the current economic environment. The group has estimated unmined reserve values taking into account a range of factors including the physical specifications of the ore, probability of conversion, estimated capital and operating costs and length of mine life. Where unmined reserves have been included in the life-of-mine plan assessment and thus form part of the recoverable amount, the relevant carrying values associated with the unmined reserves have been included in the CGU's carrying amount.

Impact

The impairment assessment of the Mt Magnet CGU at 30 June 2014 did not result in impairment. The carrying value analysis of non-current assets at 31 December 2013 resulted in impairment of \$54.1 million for the Mt Magnet CGU.

Sensitivity analysis

After effecting the impairment for the Mt Magnet CGU the value in use is assessed as being equal to the carrying amount. Any variation in the key assumptions would result in a change of the assessed value in use. If the variation in assumption has a negative impact on value in use it could indicate a requirement for additional impairment to noncurrent assets.

It is estimated that changes in the key assumptions would have the following approximate impact on the value in use of the Mt Magnet CGU.

	Mt Magnet CGU
Changes in key assumptions	June 2014	December 2013
	$\mathsf{Sm}'\mathsf{s}$	$\mathsf{Sm}'\mathsf{s}$
5% increase/decrease in A\$ gold price	22.9	16.9
0.5% increase/decrease in discount rate	0.3	0.2
5% increase/decrease in operating costs from that assumed	18.9	14.7

Burbanks CGU

Methodology

The impairment assessment was performed on a value in use basis for the Burbanks CGU using an internal valuation based on management estimates and assumptions. Key management estimates and assumptions include future production, commodity prices, exchange rates, operating costs, any future development cost necessary to produce the reserves (including the magnitude and timing of cash flows) and operating performance. The company considered information from industry analysis in relation to short and long term commodity prices and forward exchange rates.

Significant judgements and assumptions are required in making estimates of a CGU's value in use. It should be noted that CGU valuations are subject to variability in the abovementioned key assumptions. An adverse change in one or more of the assumptions used could result in a reduction in the CGU's value in use.

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

Key assumptions

A US gold price of \$1,316 and AUD:USD exchange rate of \$0.94 was used in the analysis. The short term nature of the cash flows of the CGU resulted in no requirement to discount cash flows.

• a) Commodity prices and exchange rates The group considered information available from industry analysts in relation to short and long term commodity prices and forward exchange rates.
• b) Operating and capital costs
• Operating and capital costs assumptions are based on latest budgets and internal life-of-mine plan assessments.

Impact

The group conducted the carrying value analysis and recognised non-current assets impairments at 30 June 2014 of \$2.5 million for the Burbanks CGU.

Sensitivity analysis

After effecting the impairment for the Burbanks CGU the value in use is assessed as being equal to the carrying amount as at 30 June 2014. Any variation in the key assumptions would result in a change of the assessed value in use. If the variation in assumption has a negative impact on value in use it could indicate a requirement for additional impairment to non-current assets.

It is estimated that changes in the key assumptions would have the following approximate impact on the value in use of the Burbanks CGU.

Changes in key assumptions	Burbanks CGU $\mathsf{Sm}'\mathsf{s}$
5% increase/decrease in A\$ gold price	0.3
5% increase/decrease in operating costs from that assumed	0.1

36 COMPANY DETAILS

The registered office and principal place of business of Ramelius is:

Suite 4, 148 Greenhill Road PARKSIDE SA 5063

RAMELIUS RESOURCES LIMITED

DIRECTORS' DECLARATION FOR THE YEAR ENDED 30 JUNE 2014

In the directors' opinion:

• a) the financial statements and notes set out on pages 69 to 119, are in accordance with the Corporations Act 2001, including:
• (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
• (ii) giving a true and fair view of the consolidated group's financial position as at 30 June 2014 and of its performance for the financial year ended on that date, and
• b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and
• c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in Note 30 will be able to meet any obligations or liabilities to which they are, or may become, subject by the virtue of the deed of cross guarantee described in Note 30.

Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Australian Standards Board.

The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001.

The declaration is made in accordance with a resolution of the directors.

Robert Michael Kennedy

Chairman Adelaide 28 August 2014

A N N U A L F I N A N C I A L R E P O R T

Level 1, 67 Greenhill Rd Wayville SA 5034

Correspondence to: GPO Box 1270 Adelaide SA 5001

T 61 8 8372 6666 F 61 8 8372 6677 E info.sa@au.gt.com W www.grantthornton.com.au

,1'(3(1'(17\$8',725·65(3257 TO THE MEMBERS OF RAMELIUS RESOURCES LTD

Report on the financial report

We have audited the accompanying financial report of Ramelius Resources Ltd (the ´Companyµ?ZKLFKFRPSULVHVWKHconsolidated statement of financial position as at 30 June 2014, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information DQGWKHGLUHFWRUV·GHFODUDWLRQ of the consolidated entity comprising the Company DQGWKHHQWLWLHVLWFRQWUROOHGDWWKH\HDU·VHQGRUIURPWLPHWRWLPH during the financial year.

'LUHFWRUV· responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001. 7KH'LUHFWRUV·UHVSRQVLELOLW\DOVRLQFOXGHVVXFKinternal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.

### \$XGLWRU·VUHVSRQVLELOLW\

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require us to comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

Grant Thornton South Australian Partnership ABN 27 244 906 724 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

µ*UDQW7KRUQWRQ¶UHIHUVWRWKHEUDQGXQGHUZKLFKWKH*UDQW7KRUQWRQPHPEHUILUPVSURYLGHDVVXUDQFHWD[DQGDGYLsory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and DUHQRWOLDEOHIRURQHDQRWKHU¶VDFWVRURPLVVLRQV,QWKH\$XVWUDOLDQFRQWH[WRQO\WKHXVHRIWKHWHUPµ*UDQW7KRUQWRQ¶PD\UHIHUWR*UDQW7KRUQWRQ\$XVWUDOLD/LPLWHGABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

T W O T H O U S A N D & F O U R T E E N

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report7KHSURFHGXUHVVHOHFWHGGHSHQGRQWKHDXGLWRU·V judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company·VSUHSDUDWLRQof the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company·VLQWHUQDOFRQWURO\$QDXGLW also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

\$XGLWRU·VRSLQLRQ

In our opinion:

• a the financial report of Ramelius Resources Ltd is in accordance with the Corporations Act 2001, including:
• i giving a true DQGIDLUYLHZRIWKHFRQVROLGDWHGHQWLW\·VILQDQFLDOSRVLWLRQDVDW30 June 2014 and of its performance for the year ended on that date; and
• ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
• b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included WKHGLUHFWRUV·UHSRrt for the year ended 30 June 2014. The Directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

A N N U A L F I N A N C I A L R E P O R T

\$XGLWRU·VRSLQLRQRQWKHUHPXQHUDWLRQUHSRUW

In our opinion, the remuneration report of Ramelius Resources Ltd for the year ended 30 June 2014, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP Chartered Accountants

S J Gray

Partner

Adelaide, 28 August 2014

S H A R E H O L D E R I N F O R M A T I O N

Ramelius Resources Limited

Shareholder Information

Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.

Shareholdings as at 20 August 2014

Substantial shareholders

The number of shares held by substantial shareholders and their associates as disclosed in substantial holding notices given to the Company are set out below:

Substantial shareholder	Number of fully paid
	ordinary shares held
Sprott Asset Management Inc.	46,253,605

Voting rights

Fully paid ordinary shares

Subject to any rights or restrictions attached to any class of shares, at a meeting of members, on a show of hands, each member present (in person, by proxy, attorney or representative) has one vote and on a poll, each member present (in person, by proxy, attorney or representative) has one vote for each fully paid share they hold.

Options

Details of options on issue by the Company as at 20 August 2014 are as follows.

Expiry date	Exercise price	Number of Options
1/8/2015	\$0.12	46,544,142
11/6/2016	\$0.20	1,500,000

Option holders will be entitled on payment of the exercise price shown above to be allotted one ordinary fully paid share in the Company for each option exercised. Options are exercisable in whole or in part at any time until the expiry dates. Any options not exercised before expiry will lapse.

Distribution of equity security holders

Category	Holders of Quoted Ordinary shares	Holders of Quoted 1 August 2015 \$0.12 Options	Holders of Unquoted 11 June 2016 \$0.20 Options
1 – 1,000	892	382	1
1,001 – 5,000	1,703	547
5,001 – 10,000	1,176	213
10,001 – 100,000	2,955	399
100,001 and over	698	64
Total number of security holders	7,424	1,605	1

The number of shareholders holding less than a marketable parcel of ordinary shares is 3,109.

All unquoted options are held by the Company's Chief Executive Officer, Mr Mark Zeptner.

On market buy-back

There is no current on-market buy-back.

Ramelius Resources Limited

Shareholder Information

Twenty largest shareholders

The names of the 20 largest holders of fully paid ordinary shares constituting a class of quoted equity securities on the Australian Securities Exchange Limited including the number and percentage held by those holders at 20 August 2014 are as follows.

Name	Number of fully paid ordinary shares held	Percentage held
HSBC Custody Nominees (Australia) Limited	46,375,036	10.10
Citicorp Nominees Pty Ltd	25,969,418 5.66
J P Morgan Nominees Australia Limited	12,605,012	2.75
Mandurang Pty Ltd	8,053,570	1.75
West Trade Enterprises Pty Ltd	7,392,308	1.61
Aurelius Resources Pty Ltd	5,074,091	1.11
National Nominees Limited	4,916,207	1.07
Mr George Chien Hsun Lu & Mrs Jenny Chin Pao Lu	4,280,000	0.93
Stramig Properties Pty Ltd	4,200,000	0.92
ABN Amro Clearing Sydney Nominees Pty Ltd	2,686,660	0.59
Lu's International Limited	2,470,130	0.54
W & J Marshall Pty Ltd	2,375,000	0.52
Bell Potter Nominees Ltd	2,350,000	0.51
Mr Stig Hakan Hellsing & Mrs Patricia Anne Hellsing	2,250,000	0.49
NEFCO Nominees Pty Ltd	2,250,000	0.49
UBS Wealth Management Australia Nominees Pty Ltd	2,246,643	0.49
Pershing Australia Nominees Pty Ltd	2,200,000	0.48
Forsyth Barr Custodians Ltd	2,083,267	0.45
Graham John Fisher Pty Ltd	2,000,000	0.44
Khamsin Investments Pty Ltd	2,000,000	0.44
	143,777,342	31.33

Ramelius Resources Limited

Shareholder Information

Twenty largest RMSO option holders

The names of the 20 largest holders of option exercisable at \$0.12 by 1 August 2015 constituting a class of quoted equity securities on the Australian Securities Exchange Limited including the number and percentage held by those holders at 20 August 2014 are as follows.

	Number of	Percentage
Name	options held	held
West Trade Enterprises Pty Ltd	3,846,154	8.26
Calliton Pty Ltd	1,600,000	3.44
Chesser Nominees Pty Ltd	1,503,846	3.23
HSBC Custody Nominees (Australia) Limited	1,234,528	2.65
Mr Anthony John Vetter & Mrs Jeannette Vetter	1,210,000	2.60
Citicorp Nominees Pty Ltd	1,055,628	2.27
Mr Jorgen Egon Hansen & Mrs Ellen-Gerda Hansen	1,010,659	2.17
Rubiton Pty Ltd	1,000,000	2.15
Jorac Pty Ltd	962,310	2.07
Stramig Properties Pty Ltd	900,000	1.93
ABN Amro Clearing Sydney Nominees Pty Ltd	836,972	1.80
Mandurang Pty Ltd	805,357	1.73
Mr Nicholas Baradakis	800,000	1.72
Shandanre Pty Ltd	800,000	1.72
Mr Alistair B Campbell & Mrs Karen P Campbell	769,231	1.65
Serlett Pty Ltd	750,000	1.61
J P Morgan Nominees Australia Limited	535,769	1.15
Mr Anthony George Greven & Mrs Jane Kathleen Greven	500,000	1.07
Maniciti Pte Ltd	500,000	1.07
Silen Pty Ltd	500,000	1.07
	21,120,454	45.38

Unquoted and restricted equity securities

Fully paid ordinary Shares

There are no unquoted restricted fully paid ordinary shares on issue.

Options

Details of options on issue as at 20 August 2014 which are unquoted restricted securities are as follows.

	Number of unquoted option
Date until securities are restricted	securities on issue	Number of holders
11 June 2016*	1,500,000	1

* These securities are exercisable at \$0.20 by 20 June 2016 and may not be transferred or used as collateral.

C O R P O R A T E D I R E C T O R Y

P RI N C I PA L RE G I S T ERED O F F I C E : RA M ELI U S RES O U RC ES LI M I T ED

Suite 4, 148 Greenhill Road PARKSIDE SA 5063 PO Box 506 UNLEY SA 5061 Telephone: (08) 8271 1999 Facsimile: (08) 8271 1988 Email: info@rameliusresources.com.au Website: www.rameliusresources.com.au

P ERT H O P ERAT I O N S O F F I C E :

Level 1, 130 Royal Street EAST PERTH WA 6004 PO Box 6070 EAST PERTH WA 6892 Telephone: (08) 9202 1127 Facsimile: (08) 9202 1138

D I RE C TO RS , S EN I O R M A NAG EM EN T A N D CO N S U LTA N T S :

ROBERT MICHAEL KENNEDY ASAIT, Grad. Dip. (Systems Analysis) FCA, ACIS, FAIM, FAICD Independent Non-Executive Chairman

KEVIN JAMES LINES BSc (Geology), MAusIMM. Independent Non-Executive Director

MICHAEL ANDREW BOHM BAppSc (Mining Engineering), MAusIMM, MAICD Independent Non-Executive Director

MARK WILLIAM ZEPTNER BEng (Hons) Mining, MAusIMM, MAICD Chief Executive Officer

DOMENICO ANTONIO FRANCESE BEc, FCA, FFin, ACSA, ACIS Company Secretary and Chief Financial Officer

KEVIN MARK SEYMOUR BSc, (Geology), MAusIMM, General Manager, Exploration & Business Development

ANTONY WEBB BSc. (Metallurgy) Process Manager, Burbanks

TIM BLYTH Associate Diploma (Geoscience), MAusIMM Registered Mine Manager, WA General Manager, Mt Magnet

AU S T RA LI A N S E C U RI T I ES EXC H A N G E :

Code: RMS / RMSO Listed on Australian Securities Exchange Limited Exchange Centre, 20 Bridge Street SYDNEY, NSW, 2000

S H A RE RE G I S T RA R :

Location of Share Register Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street ADELAIDE SA 5000 Telephone: 1300 556 161 (within Australia), +61 3 9415 4000 (outside Australia) Facsimile: 1300 534 987 (within Australia), +61 3 9473 2408 (outside Australia) Enquiries: www.investorcentre.com/contact

AU D I TO RS :

Grant Thornton Chartered Accountants 67 Greenhill Road WAYVILLE SA 5034

LAWYERS:

DMAW Lawyers Pty Ltd Level 3, 80 King William Street ADELAIDE SA 5000