RAMELIUS RESOURCES LIMITED — Annual Report 2003

Oct 20, 2003

Ramelius Resources Limited

ACN 001 717 540

140 Greenhill Road, Unley SA 5061 GPO Box 1373, Adelaide SA 5001 Telephone (08) 8373 5588 Facsimile (08) 8373 5933

ASX RELEASE

For Immediate Release Tuesday, 21 October 2003

Manager of Companies The Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square Sydney NSW 1215

Dear Sir

Mailing of 2003 Annual Report, Notice of Annual General Meeting and Proxy Form

Attached are electronic copies of the Ramelius Resources Limited 2003 Annual Report, Notice of Annual General Meeting and Proxy Form which will be mailed to shareholders today.

Yours faithfully

Dom Francese Company Secretary

Contans

oi	Chainnan's Reports, W
P	Manacine, Director's Report
OB	Review of Operations
ß	Native File
II	Corporate Governance Statement
íK	Glossary of Terris
He.	Ditectors Report
$ \mathscr{P} $	Statement of Financial Performance
22	Statement of Emancial Position
22	Statchren zo zoastał lows
PA	Notes to the Diringh Statements
22	Directors' Declaration
20	Independent Audit Report
Z.	Shareholde Information
Existencial	Competite Directory

Front cover image: Black Car North Pit

Ramalus Resources Linited AGN 001-717 670 ABN 54 001 717 540

Annial General Maeting

The 2003 Annual General Meeting will be held at the office of Ramelius Resources Limited 140 Geenhil Road Uniey South Australia on Frieby 21 November 2008 commencing at 11 am. A formal notice is malled to shareholders with the distribution of ű ís rejobit.

Stock Exchange

The Company is listed on the Australian Stock Exchange Limited. The Home Exchange is Adelaide. ASX codes Shares': RMS Options: RMSO

Chairman's Report

Dear Fellow Shareholder,

It is with pleasure that I present to you the first annual report of Ramelius. Resources Limited.

Early in 2003, your Company successfully completed its public offering, raising the minimum [sicapital ] s requirement [16] of $3.2 million and listing on the Australian Stock Exchange on 31 March this year as a gold exploration company, with 517 shareholders.

Our asset portfolio comprised 47 mining tenements mainly in the Coolgardie region of Western Australia, and six Royalty Interests in additional tenements in the Eastern Goldfields. Acquisitions, since have further expanded the number. of advanced gold projects in hand.

Within a week of listing, Ramelius commenced an aggressive exploration program, enabling the announcement within four months of our first gold resource - inferred resource of 115,000 tonnes at 3.0 g/t gold (approximately 11,000 ounces of gold) at the Black Cat Project.

Scheduled drilling programs over coming months are expected to further build on this resource.

These early successes have been achieved during a period in which equities markets showed more positive support for smaller capitalised companies, particularly in the resources sector, and amid an environment of sustained high gold prices - averaging well above US$350 an ounce and peaking at around US$380 an ounce post balance date. Your Company's objectives remain as stated in the Prospectus: to establish an early revenue stream from gold production to help support ongoing exploration and development of our major projects.

Ramelius has commenced the 2003-04 financial year with a number of development options available to it to optimise the production potential of our initial gold projects. Additionally, Ramelius has interests in a substantial number of other target rich projects which provides a base for us to grow the company.

As our young company enters this exciting growth phase, Directors are deeply appreciative of the loyalty and support shown by our shareholders. We look forward to value-adding to your investment as Ramelius progresses from explorer to producer. -

I take this opportunity to record my thanks to our Managing Director, Joe Houldsworth Nand Nour ~Company Secretary, Dom Francese, for the enormous effort in getting the company established in our maiden year. My thanks also to Reg Nelson for his input and effort in assisting in that process.

Robert Michael Kennedy Chairman

September 2003

Managing Director's Report

This reporting period for Ramelius, covering the first three months of operations to 30 June, 2003, has beenmarked by successful growth throughboth exploration achievement and tenement acquisition.

The sound business model and strategic focus on gold opportunities in-Western Australia, particularly the Eastern Goldfields province, as outlined in the prospectus, has delivered early rewards.

As a result of the cost-effectiveness of exploring in this prolific gold production region, Ramelius has achieved exploration costs marginally lower than budgeted. This has enabled the Company Stor Increase Tits exploration efforts.

Promising results from our initial exploration work include an inferred gold resource at the Black Cat Project, a small potential supergene gold resource at the Bonnievale Project, gold and nickel anomalies at the Hilditch Project and a copper/zinc anomaly on the Ingebong Project.

We have expanded our portfolio of advanced gold projects with the acquisition of the Morning Star and Jasper Queen Projects in the Murchison Mineral Field, in Western Australia.

These acquisitions are in accord with Ramelius' corporate strategy of acquiring value-adding advanced gold projects ideally positioned for low cost exploration and development.

There is also a suite of promising resource projects that will be progressively activated upon conclusion of Native Title Agreements.

With the continuing strong gold price, exploration activity in the Eastern Goldfields is increasing, generating a demand for highly prospective gold projects.

As Ramelius has assembled a healthy suite of exploration assets in this region, we anticipate attracting major joint venture interest and funding on some of our larger projects.

Our objective during the 2003-04 financial year is to build on the positive results to date, test new resource targets and consider development options.

Joe Houldsworth Managing Director

September 2003

Review of Operations

Operational Highlights

Black Cat Project - Gold: (Option to Acquire 90%) The Company completed two reverse circulation (RC) drilling programs during the period on its Black Cat Project, located north of Coolgardie in Western Mustralia, and has subsequently estimated an inferred resource of 115,000 tonnes at 3.0 g/t gold (approximately 11,000 oz of aold) to a depth of 60 metres. This resource is contained within an inferred resource of 190.000 tonnes at 2.6 g/t gold (approximately 15,700 oz gold) estimated to a depth of about 100. metres, generally the limit of the drilling. This resource remains open to the east, and the Company expects to recommence extensional and infill. drilling early in the September quarter.

Hilditch Project - Gold and Nickel; $(90%)$

Ramellus completed a program of pedogenic carbonate sampling over the Hilditch group of tenements which form part of the Company's Spargoville Regional Project, identifying three zones of anomalous gold. One zone returned values of 574 ppb gold and 263 ppb gold on lines 200 metres apart. The nickel and base metal results are still being assessed.

Ingebong/Rhodes-

Copper/Lead/Zinc: (90%) The Company has commenced geochemical soil and lag sampling programs at Ingebong and Rhodes. respectively.

New Acquisitions

The following project was acquired in June 2003,

Morning Star - Gold: (80%) Ramelius acquired Fox Resources Limited's 80% interest in the Morning Star Project at Cuddingwarra near Cue in Western Australia where high grade gold intercepts have been obtained from earlier RC drilling, along with M20/245 at Tuckablanna (100%).

Financial Highlights

Corporate

The Company successfully completed its public offering, raising the minimum capital requirement of $3.2 million, and subsequently listed on the ASX on 31 March 2003.

On completion of the IPO, the Company held rights in a portfolio comprising 47 Western Australian mining tenements, and six Royalty Interests in additional tenements in the Eastern Goldfields of Western Australia. Of the 11 project areas formed by these tenements, three are considered gold resource projects and five prospects with clear drilling targets.

Interests in Mining Tenements The Company's interests in mining tenements are as follows.

ProjectName	Location	TonementID	AssociatedTenement ID	Acquiring₩	Acquired.‰	Registered.Owner	BeneficialOwner	Area
Cuddingwarra	Murchison	M20/79			80%	Fox Resources	Ramelius	219 ha
Jasper Queen	Murchison	M20/245			100%	Fox Resources	Ramelius	100 ha
Jaurdi/
Black Cat	Coolgardie	ML 16/34		90%		Kinver Mining	Kinver Mining	341.25 ha
	Coolgardie	ML 16/115		90%		Kinver Mining	Kinver Mining	279 ha
Ingebong Hills	Warburton	EL69/1549			80%	Ramelius	Ramelius	34 biocks
Blue HillsRhodes	WarburtonWarburton	EL 69/1657EL69/1653			80%80%	RameliusRamelius	RameliusFlamelius	67 biocks22 biooks
Hilditch	Coolgardie	PL 15/4127				Ramelius	Ramelius	103 ha
	Coolgardie	PL 15/4128			90%90%	Ramelius	Ramelius	115 ha
	Coolgardie	PL 15/4129			90%	Ramelius	Ramelius	.98 ha
	Coolgardie	PL 15/4130			90%	Ramelius	Flamelius	105 ha
Wattle Dam	Coolgardie	PL 15/3767	MLA 15/1323		100%	Ramelius	Ramelius	60 ha
	Coolgardie	PL 15/3873	MLA 15/1338		100%	Flamelius	.Ramelius	84 ha
	Coolgardie	PLA 15/4479			100%	:KliloranRamelius	:RameliusRamelius	138 ha
	CoolgardieCoolgardie	PL 15/3632PL 15/3637	MLA 15/1264MLA 15/1263		100%100%	Ramelius	Ramelius	85 ha105 ha
	Coolgardie	PL 15/3638	MLA 15/1263		100%	Ramelius	Ramelius	113 ha
	Coolgardie	MLA15/1263	P 15/3637.&		100%	Ramelius	Ramelius	217 ha
			3638
	Coolgardie	MLA15/1264	P 15/3632		100%	Ramelius	Ramelius	85 ha
	Coolgardie	MLA15/1323	P 15/3787		100%	Ramelius	Ramelius	50 ha
	Coolgardie	MLA15/1338	P-15/3873		100%	Ramelius	Ramelius	87 ha
	Coolgardie	MLA15/1101			100%	Killoran	Ramelius	522 ha
	Coolgardie	ELA15/718			100%	Killoran	Ramelius	20 blocks
Larkinville	Coolgardie	ELA15/689		75%		.Hieron	.Heron	36 blocks
	CoolgardieCoolgardie	ELA15/742PL15/4213		75%75%		HeronHieron	HeronHeron	7 biocks121.6 ha
	Coolgardie	PL 15/4214		75%		Hieron	Heron	121.6 ha
	Coolgardie	PL 15/4464		75%		Hieron	Heron	22 ha
Bonnievale	Coolgardie	ML 15/70			100%	Ramelius	Ramelius	53 ha
	Coolgardie	ML 15/220			85%	Ramelius	Ramelius	26 ha
Gnaribine	Coolgardie	ELA 15/762		75%		Inden Gold	Linden Gold	32 biooks
	Coolgardie	PLA 15/4507			100%	Ramelius	Ramelius	191 ha
	Coolgardie	PLA 15/4508			100%	Ramelius	Ramelius	200 ha
Bullabulling	Coolgardie	ELA15/679		75%		Heron	.Heron	41 biocks
ida Fault	Coolgardie	ELA16/269		75%		Avoca	Avoca	36 biocks
	Coolgardie	PLA15/4435		75%		Heron	Heron	162 ha
	Coolgardie	PLA15/4436		75%		Heron	Heron	190.03 ha
	Coolgardie	PLA15/4437		75%		Heron	Heron	187.2 ha
	Coolgardie	PLA15/4438		75%		Heron	Heron	192 ha
	CoolgardieCoolgardie	PLA15/4439PLA15/4440		75%75%		HeronHieron	HeronHeron	200 ha27.4 ha
Eucalyptus	Mt. Margaret	MLA 39/464			50%	OldCity	Ramelius	520 ha
	Mt. Margaret	MLA 39/465			50%	OldCity	Ramelius	898 ha
	Mt. MargaretMt. Margaret	MLA 39/466EL 39/480			50%50% Au Rìghts	OldCityOldCity	RameliusRamelius	398 ha
Lake Seabrook		MLA 77/943
	Yilgarn				90%	Enterprise	Ramelius	60 ha
Parker Range	Yilgarn	EL77/955			300%	Beach	Ramelius	3 biocks
ROYALTIES
Sandstone	East Murchison	Various			Production	Heraid	Remelius	Various
Butong	East Coolgardie	Various			Production	Yagam
						Gold Limited	Ramelius	Various
SpargosReward					3 % GGR		Ramelius
	Coolgardie	Various				Breakaway		Various
Siberia	Broad Arrow	Various			production	PlacerDome	Ramelius	Various
Edjudina	Mt. Margaret	Various			$0.5M cap	sog	Ramelius	Various
Eucalyptus	Mt. Margaret	EL 39/480	MLA 39/803		Production	NiWest	Ramelius	4 blocks
			& 804

s. $\frac{1}{2}$

Use of Cash and Assets

During the quarter following ASX listing, cash and assets in a form readily convertible to cash were used in a manner consistent with the Company's business objectives.

٩.,

. . . . . . . . .

Review of Operations

Exploration

Ramelius commenced exploration work within one week of listing on the ASX.

Operations Review BLACK CAT PROJECT: (Option to Acquire 90% part M16/34 & M16/115) Gold

During the three months to 30 June, 2003, the Company completed two RC drilling programs comprising a total: of 49 RC holes for 4693 metres (RAM001 to RAM050) at the Black Cat

Project located near the Jaurdi Hills mining centre, north of Coolgardie. The drilling followed up significant mineralisation identified by previous explorers (Coolgardie Gold and Kinver) Mining).

Resource Estimate

A resource estimate of the Black Cat South gold deposit has been undertaken using the results of the recent drilling programs undertaken by Ramelius. An inferred resource of 115,000 tonnes at 3.0 g/t gold

(approximately 11,000 oz of gold) has been estimated to a depth of 60 metres. This resource is contained within an inferred resource of 190,000 tonnes at 2.6g/t gold (approximately 15,700 oz gold) that has been estimated to a depth of about 100 metres, generally the limit of the drilling. The mineralisation remains open to the east, and the Company expects to recommence infill drilling early in the September quarter. The resource has been assigned an inferred category mainly because

Table 1: Bonnievale Project

Hole No	Northing	Easting	Az	Dip	Depthfrom m	Lengthm	Gradeg/t Au

$\mathbb{Q}^2$ чÜ,

Table 2: Black Cat Project (2001) and the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of th

Tu.

an di KabupatènKabupatèn Kabupatèn K

Kalendari1999 - Peter Sterling

$\sim$ Hole No $\sim$ $\mid$		Northing Easting	Az	in terreDip Example	in sample$\sim$ Depth $\sim$ $\mid$from m	Lengthm	STATISTICS∴ Grade < ∴g/t Au
RAM 01	2070	5080	360	-60	59	$\bar{2}$	1.2
					77	$\overline{2}$	5.6
					90	$\uparrow$	2.0
RAM 04	2080	5040	360	$-60-$	41	2	$4.1^{\circ}$
					75	5	1.0
					86	6	1.2
RAM 05	2030	5040	360	$-60-$	100	3	1.2
RAM 07	2050	5000	360	-60	86	$\uparrow$	2.8
					95	3	1.0
RAM 09	2020	4960	360	$-60-$	107	Ť	3.9
RAM 12	1970	4920	360	$-60$	65	$\uparrow$	9.2
RAM 14	1980	4840	360	$-60$	47	$\bar{2}$	1.0
RAM 16	1990	4800	360	$-60-$	43	3	1.0
RAM 24	1790	4800	360	$-60-$	74	$\overline{3}$	4.3
RAM 25	1820	4800	360	$-60$	80	$\overline{2}$	1.2
					94	2	1.1
RAM 28	2160	5080	360	-60	25	2	2.62
RAM 29	2130	5080	360	$-60-$	47	Ť	1.45
					51	8	2.13
RAM 30	2100	5080	360	-60	68	Ť	2.49
					75	2	2.36
					86	$\overline{\uparrow}$	11.94
RAM 31	2170	5040	360	$-60-$	23	$\dagger$	18.43
RAM 32	2140	5040	360	$-60$	$\overline{34}$	$\overline{13}$	1.37
					59	Ϋ	2.80
RAM 33	2110	5040	360	$-60-$	31	5	1.45
					64	6	2.60
RAM 34	2170	5000	360	$-60$	17	Ť	6.32
					31	4	5.71
				Including	34	$\uparrow$	19.96
RAM 35	2140	5000	360	-60	45	5	2.66
					59	$\overline{2}$	2.14
RAM 36	2110	5000	360	$-60$	53	$,,14$	3.16
				Including	53	$\overline{2}$	10.17
				and	65	Ť	10.84
RAM 37	2080	5000	360	-60	40	1	2.55
					75	$\overline{5}$	1.34
					85	3	2.10
RAM 39	2110	4960	360	-60	36	1	3.78
RAM 40	2080	4960	360	-60	74	$\mathbf{2}$	1.53
RAM 41	2050	4960	360	-60	38	$\mathbf 2$	1.40
					81	$\overline{2}$	1.07
RAM 43	2052	4927	360	-60	46	$\ensuremath{\mathsf{1}}$	1.98
					89	3	1.20
RAM 44	1870	4840	360	-60	62	$\overline{c}$	1.35
					96	1	3.40
RAM 48	1870	4760	360	-60	$\sqrt{2}$	$\mathbf{1}$	3.90
					96	2 (EOH)	1.76
RAM 49	1820	4760	360	-60	87	$\mathbf{1}$	2.41

. . . . . .

Review of Operations

SPARGOVILLE AREA: Gold: Nickel and Base Metals. Hilditch Project: $(90% ; P15/4127 - 4130.)$

In June 2003, the Company completed a program of pedogenic auger soll sampling over the Hilditch group of tenements. These tenements, which form part of the Company's Spargoville Regional Project, are located approximately 50 kilometres southeast of Coolgardie within the Coolgardie mineral field and cover some historical gold workings.

"pedogenic carbonate soil This sampling program, carried out on 200 metre by 40 metre centres, identified three zones of anomalous gold. One zone is associated with the known gold mineralisation of the Hilditch gold workings, while the other zones, which are adjacent to each other, are approximately 500 metres and 700 metres to the southeast. They have strike lengths as defined by the 50ppb gold contour in excess of 400 metres and 200 metres respectively. The latter zone returned values of 574 ppb gold and 263 ppb gold on lines 200 metres apart.

The nickel and base metal results are: still being assessed.

During the December quarter, it is proposed to geologically map and sample the two anomalous gold zones ahead of a RAB drilling program.

Wattle Dam Project: (100% PL's 15/3767; 3873; 4479; 3632; 3637; 3638; EL 15/718; ML's 15/1263; 1264; 1323; 1338; 1101.)

The Company is receiving mediation assistance from the Native Title Tribunal in negotiations with two Native Title claimant groups in respect of Mining Lease Applications M15/1101; 1263 and 1264. Ramelius has also applied to expedite the granting of Exploration Licence 15/718.

GNARLBINE PROJECT: (100%PL's 15/4507 and 4508: Earning 75% EL 15/762.)

The Company has applied to expedite the granting of the abovementioned licences.

INGEBONG/RHODES: (80% EL69/1549; EL69/1653;EL269/1657) Copper/Lead/Zinc

The Ingebong Hills Licence is Ramelius' key project in the Earaheedy Basin, located approximately 180 kilometres northeast of Wiluna in Western Australia. The Company also holds the adjacent Blue Hills and Rhodes Projects which are associated with GSWA regional base metal geochemical anomalies.

At Ingebong, previous lag geochemistry outlined a 6 x 3 kilometre copper/zinc anomaly while soil sampling returned enhanced copper/zinc values along a 12 kilometre zone trending northwest from the lag anomaly.

During the period, Southern Consultants Geoscience was commissioned to undertake an aeromagnetic interpretation of the Ingebong Hills licence. The consultancy identified a number of targets within the area of interest.

A soil sampling program has commenced and comprises approximately 60 line kilometres with sample intervals at 50 metres on line spacings. of 400 metres.

At Rhodes, a lag sampling program will be carried out at the conclusion of the ingebong program, and will comprise of sampling at intervals of 500 x 1000 metres over an area of approximately 35 square kilometres.

Results of the soil sampling at Ingebong Hills and the lag sampling at Rhodes, are expected to be returned during the September 2003 quarter.

Review of Operations

Morning Star Project: (80% M20/79) Gold Jasper Queen Project: (100% M20/245) Gold

The Company acquired Fox Resources Limited's interest in the Morning Star Project ML 20/79 at Cuddingwarra (80%) and ML 20/245 at Tuckablanna (100%) - both near -Cue in Western Australia.

The Morning Star Project is situated on a granted mining lease close to Cue in the Murchison Mineral Field and fits the Company's strategy of acquiring low risk, low cost, advanced projects, well situated with respect to infrastructure and that have potential to generate an early gold production revenue stream.

Ramelius has issued Fox Resources 1.5 million ordinary fully paid 20 cent shares and $750,000$ options exercisable at 20 cents, as consideration pursuant to ∵the agreement.

An RC drilling program was scheduled for September 2003 for the Morning Star Project to follow up on previously identified high grade drill intercepts.

(CDAC 230; 13m @13.7 g/t from 31 to 44m: MSRC 09; 8m @34g/t from 49 to 57m.)

Royalties

Sandstone - Gold Production Royalty The Company was advised that no production has taken place from the Royalty Tenements this year. The Tenements are now farmed out from Herald Ltd to Troy Resources Ltd.

Bulong - Gold Production Royalty

The Company was advised that no production has taken place on the Royalty Tenements this year. The Tenements are now owned by Yligarn Gold Ltd with Central Kalgoorlie Gold Mines Ltd earning an interest. In June, CKGM announced significant gold intercepts including 7m @ 6.72g/t Au. on the Boundary Mining Lease. This is part of the Boundary resource previously identified by Ramsgate and is on the boundary of M25/91, one of the Royalty Tenements.

Spargos Reward - Gross Gold Royalty Breakaway Resources Ltd, the owners of the Royalty Tenements advised that no production has taken place on these tenements.

Siberia - Nickel and Gold Royalty

PlacerDome, the holder of the Royalty Tenement has advised that no production has taken place on the tenement.

Edjudina - Gold Production Royalty Sons of Gwalla, the owner of the Royalty Tenements have advised that no production has taken place on the tenements. SOG has recently commenced mining from Safari Bore carting the ore to the Carosue Dam treatment plant via a haul road located in near proximity to the Edjudina tenements. This haul road improves the probability of a mining operation at Edjudina in the near future.

Eucalyptus - Nickel Production Royalty No production has taken place on the relevant tenements.

Tenement Administration

Tenement Administration is carried out by the Company in-house and all tenements are currently in good standing.

The information in this report that relates to The information in this report that is based onMinormation compiled by G.J.Dunbar ofDunbar Resource Management, who is aFellow of the Australasian Institute of Mining and Metallurgy and who has sufficient mineralisation and type of deposit underconsideration and to the activity which he is consecuence and the allege and the security when the secondas defined in the 1999 Edition of the"Australasian Code for Reporting of Mineral Resources and Ore Reserves". G.J.Dunbar consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

Native Title

Some of the exploration areas held by Ramelius may be subject to issues associated with Native Title. As the Company's exploration program was only instituted in April 2003, it is not appropriate to comment in any detail. upon this matter. However the directors of Ramellus 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

Ramellus recognises Aboriginal regardi. for land and respects their culture, traditions and cultural sites.

Understanding and Trust

Ramelius is prepared to listen 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, Ramellus will work towards increasing their understanding, respect and trust and to promote the Company's obligations and economic constraints amongst indigenous communities. Ramelius will ensure that its employees and contractors approach the Company's activities at local sites with respect and a clear understanding of important issues and priorities.

Ramelius will adopt practical measures to develop trust. Acknowledging that community leaders and representatives have an obligation to consult its people In order to determine their coinions and wishes and that this may often not be achieved as quickly as is desired, Ramelius will use its best endeavours to expedite the process and ensure that its commercial interests are not adversely impacted. The Company will also use 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 unforeseen

impacts from its activities.

Communication and Commitment

Corporate Governance Statement

During the year the Company was admitted to the official list of the Australian Stock Exchange Limited and auotation of its securities commenced on 31 March 2003. This statement outlines the main Corporate Governance practices that were in place during the financial year ended 30 June 2003. However, given its recent elevated status to a listed entity, it is the intention of the Board to review. its corporate governance during the 2003/4 financial year in consultation with the ASX Corporate Governance Council's "Principles of Good Corporate Governance and Best Practice Recommendations".

Board of Directors

Role of the Board

The Board's primary role is the protection and enhancement of long-term shareholder value.

To fulfil this role, the Board is responsible for the overall Corporate Governance of the Company including its strategic direction, management goal setting and monitoring.

Board processes

To assist in the execution of its responsibilities, the Board established a special IPO Due Diligence Committee to deal with the preparation and issue of a capital raising prospectus. The Board has also established a framework for the management of the consolidated entity including a system of internal control, a business risk management process and the establishment of appropriate ethical standards.

Composition of the Board

The names of the directors of the company in office at the date of this Statement are set out in the Directors' Report of this financial report.

The composition of the Board consists of three directors of whom two, including the Chairman, are nonexecutives.

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 two years. The tenure for executive directors is linked to their holding of executive office.

Remuneration

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 nonexecutive directors has been set at $200,000 per annum. Directors may apportion any amount up to this maximum amount amongst the nonexecutive 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 is determined by the Board as part of the terms and conditions of his employment which are subject to review from time to time.

Further details of directors' remuneration, superannuation and retirement payments are set out in the Directors' Report and Note 23 to the financial statements.

Corporate Governance Statement

Audit Committee

It is the Intention of the Board that a Audit Committee be set up during the 2003/4 financial year to oversee the establishment and maintenance of internal controls and appropriate ethical standards for management, review financial statements and reports, liaise with auditors and monitor external accounting and compliance procedures.

Ethical standards

The Company aims to achieve a high standard of corporate governance and ethical conduct by directors and employees. 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,

The role of shareholders

The Board aims to ensure that shareholders are informed of all major developments affecting the Company's state of affairs. 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 the Australian Securities and Investments Commission and the Australian Stock Exchange 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; ...

documents released publicly are made available on the Company's internet web site at www.ramellusresources.com.au

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.

Glossary of Terms

Air Core	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 applied to eithergeochemical or geophysical values higher or lower than the norm.
Aqua Regia	A corrosive, furning yellow liquid prepared by mixing one volume of concentrated nitric acid withthree to four volumes of concentrated hydrochloric acid. It was so named by the alchemistsbecause it dissolves gold and platinum, the "royal" metals, which do not dissolve in nitric orhydrochloric acid alone.
Auger	A screw-like boring or drilling tool for use in clay or soft sediments.
ASX	The Australian Stock Exchange Limited (ACN 008 629 691)
Au	Gold
Αz	Azimuth, a surveying term, the angle of horizontal difference, measured clockwise, of a bearingfrom a standard direction, as from north.
Base Metal	Non precious metal, usually referring to copper, zinc and lead.
CDAC	Cuddingwarra Air Core
Carbonate	A common mineral type consisting of carbonates of calcium, iron, and/or magnesium.
Company	Ramelius Resources Limited (ACN 001 717 540)
Çut	A term used when referring to average assays where the grade of a particularly high-gradeinterval is reduced to a lesser value.
Dip	The angle at which rock stratum or structure is inclined from the horizontal.
ËL	Exploration Licence
ELA	Exploration Licence Application
EOH	End of Hole
	Geochemical Exploration Used in this report to describe a prospecting technique, which measures the content of certainmetals in solls and rocks and defines anomalies for further testing.
Geophysical Exploration	The exploration of an area in which physical properties (eg. electrical resistivity, density ormagnetic properties) unique to the rocks in the area quantitatively measured by one or moregeophysical methods.
gm/cc	grams per cubic centimetre
g/t	grams per tonne
	Gross Gold Royalty (GGR) A royalty payment based on the total amount of product (gold) produced.
GSWA	The Geological Survey of Western Australia.
Ha	Hectare
IPO	Initial Public Offer
Lag	A residual deposit remaining after finer particles have been blown away by wind.

Glossary of Terms

Laterite	Highly weathered residual material rich in secondary oxides or iron and/or aluminum.
Leachwell	An analytical method
Lode Deposit	A vein or other tabular mineral deposit with distinct boundaries.
m	metre
M	see ML
ML	Mining Lease
MLA	Mining Lease Application
MSRC	Morning Star Reverse Circulation
Native Title	Native Title is the recognition in Australian law of indigenous Australian's rights and interests inland and waters according to their own traditional laws and customs. In June 1992, the FlighCourt of Australia, in the case of Mabo v Queensland (1992) 175 Commonwealth Law Reports1, overturned the idea that the Australian continent belonged to no one at the time of European'sarrival. 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 recognitionunder 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.
QZ.	.ounce
pedogenic	The development of soil
ppb	part per billion
p.	See PL i
PL	Prospecting Licence
PLA	Prospecting Licence application
RAB Drilling	Rotary Air Blast Drilling : Method of drilling in which the cuttings from the bit are carried to thesurface by pressurised air returning outside the drill pipe. 'Most "RAB" drills are very mobile anddesigned 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 flowreturning inside the drill rods rather than outside, thereby providing usually reliable samples.
Ramelius	Ramelius Resources Limited (ACN 001 717 540)
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.
Royalty	A percentage of the revenue from the sale of a mineral product.
Royalty Interests	An interest in a Royalty
Strike	The direction of bearing of a bed or layer of rock in the horizontal plane.

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

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

. . . . . . . .

. . . . . . . .

207,926
173,684
	26,912
	37,038
	566
136,646
	26,346
	9,779
510,401
173,684
	26,912
	37,038
	566
136,646
	26,346
	9,779
510,401
339,375
520,180
446,855
619,500

tijden o

Signal

The directors present their report together with the financial report of Ramelius Resources Limited ("the Company") for the year ended 30 June 2003 and the auditor's report thereon.

Directors

The directors of the Company at any time during or since the end of the financial year are:

Robert Michael Kennedy ASAIT, Grad, Dip (Systems Analysis), FCA, ACIS, FAIM, FAICD Non-Executive Chairman

Aged 57. Joined in 1995 as a Non-Executive Chairman. A Chartered Accountant and a partner of Kennedy & Co, Chartered Accountants. He is also the Chairman of Beach Petroleum Limited, Greyhound Racing (SA) Limited, Flinders Diamonds Limited and GTL Energy Limited and is also a Director of Greyhound Australasia Ltd, Friendly Societies Medical Association Limited and Traditional Oil Exploration NL.

Reginald George Nelson BSc., Hon Life Member Society of Exploration Geophysicists, FAusIMM, FAICD Non-Executive Director

Aged 57. Reg is an exploration geophysicist with thirty-three years experience in the minerals and petroleum industries and a Councillor of the Australian Petroleum Production and Exploration Association. He has experience in technical, wide corporate and government affairs. He is Managing Director of Beach Petroleum Limited and a director of GTL Energy Limited. Amongst many other professional activities, he has been involved in gold exploration and mining operations in Western Australia, the Northern Territory and South Australia. He was Chairman of the Nevoría Gold Mine Joint Venture in Western Australia. He was Director of Mineral Development for the South Australian Government from 1989 to 1992 and was instrumental in raising the level of mineral exploration within that State to significant levels through his development of a business plan involving large scale aeromagnetic surveys and drilling. This led to the multi-million dollar and much-emulated South Australian Exploration Initiative. In 1999, he accepted an invitation to join the South Australian Premier's Resources Task Force to examine and recommend new initiatives for mineral exploration within the State. He remains a member of the South Australian Resources industrv Consultative Committee.

Joseph Fred Houldsworth Managing Director

Aged 56. Joe has extensive practical experience in the resource industry having worked in the mining and exploration industry for over 30 years. at both operational and management levels primarily in the Western Australian Goldfields. For the past ten years he has also consulted to insolvency specialists on both mining and exploration and in 1993 was instrumental in turning around the troubled Nevoria Gold Mine. Joe has considerable experience in asset management for various mining entities and has been responsible for acquiring the Ramelius portfolio. He is a Director of Far Corners Minerals NL and Lone Hand & Associates Pty Ltd.

Directors' meetings

The number of directors' meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are:

Director	Meetings	Board	Due DiligenceCommittee Meetings
	А	В	А
Robert Michael Kennedy	16	16
Reginald George Nelson	16	16
Joseph Fred Houldsworth	16	16

B - Number of meetings held during the time that the director held office during the year.

The company's principal activity is gold and minerals exploration.

Review and results of operations

Principal activities

A review of operations of the Company during the financial year and the results of those operations is contained elsewhere in the annual report.

Results

The net loss after extraordinary items and income tax was $96,606.

Dividends

No dividends have been paid or provided by the Company since the end of the previous financial year. The Directors do not recommend payment of a dividend in respect of the 2003 financial year.

State of affairs

Significant changes in the state of affairs of the Company during the year were as follows:

• The Company raised $700,000 in seed capital by the issue of 1,400,000 ordinary shares at $0.10 per share and 700,000 free attaching options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007;

• Prepared and registered a Prospectus and a Supplementary Prospectus ("Prospectus") with the Securities Australian and Investments Commission for the purpose of raising additional capital and listing Ramelius on the Australian Stock Exchange;

• In connection with the preparation and promotion of the Prospectus;

  • issued to directors, 5,500,000 ordinary fully paid shares and and 7,400,000 options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007;

• · issued to an officer and consultants, 2,875,000 options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007;

• Successfully raised $3.223,300 in additional capital and pursuant to the Prospectus subsequently;

  • issued to applicants, 16,116,500 ordinary fully paid shares and 8,058,250 free attaching options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007;
  • issued to various tenement vendors, 4,250,000 ordinary fully paid shares and 3,125,000 free attaching options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007; as consideration - for the acquisition of various mineral tenements detailed in the Prospectus;

• The Company was admitted to the Official List of the Australian Stock Exchange and quotation of its securities by ASX commenced on 31 March 2003.

  • · Entered into an agreement with Fox Resources Limited to acquire an 80% interest in the Morning Star Project at Cuddingwarra and a 100% interest in the Jasper Queen

Project at Tuckabianna. The consideration the ≸ດr acquisition of these interests is 1,500,000 ordinary fully paid shares in the Company and 750,000 options exercisable at $0.20 at any time until 31 December 2007.

Events subsequent to balance date Since 30 June 2003, the Company;

• Entered into an employment agreement with Mr Joseph Fred Houldsworth in respect of his services as Managing Director of the Company.
• Issued 1,500,000 ordinary fully paid shares and 750,000 options exercisable at $0.20 at any time until 31 December 2007 pursuant to an agreement with Fox Resources Limited to acquire its interest in both the Morning Star Project at Cuddingwarra (80%) and the Jasper Queen Project at Tuckabianna (100%).
• Granted Westcoast Mining Limited an option to purchase a 100% interest in Mining Lease 20/245 near Tuckabianna in the Murchison Mineral Field of Western Australia. The option was granted for an Option Fee of $10,000 that enables Westcoast, which aims to list on ASX, to exercise the Option at any time until 1 December 2003 at an exercise price of $100,000 payable to Ramelius comprised of $40,000 cash and $60,000 worth of ordinary shares in Westcoast or $100,000 cash.

Other than the matters discussed above, there has not arisen in the interval between 30 June 2003 and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future years.

Likely developments

The results of the current phase of infill drilling at Black Cat expected by the middle of September 2003, will determine whether the Company exercises its option to acquire the relevant tenements comprising this project.

Further information about likely developments in the operations of the company and the expected results of those operations in future years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the Company.

Directors' and senior executives' emoluments

	Directors			Super
	FeesS	SalaryS	BonusS	Contributions$	TotalS
Non Executive Directors
Mr RM Kennedy	15.000			1,350	16,350
Mr RG Nelson	5,000			450	5.450
Executive Director
- Mr 手 Houldsworth -		40,154		3.614	43.768
Executive Officers excluding
Directors
Mr DA Francese	٠	12,500	10.000	2,025	24,525

Options granted to Directors and Executive Officers of the Company are disclosed below. In addition, Messrs Kennedy and Nelson were issued with 1,500,000 ordinary shares each and Mr Houldsworth was issued with 2,500,000 ordinary shares in the Company on 5 November 2002. The market value of the shares at the time of issue was nil.

Options

During or since the end of the tinancial year, the Company granted options over unissued ordinary shares to the following directors and to officers of the Company.

	DateGranted	Number ofoptionsgranted	Market Valueat DateGranted	Exerciseprice	Expiry date
Directors
Mr RM Kennedy	5 Nov 2002	2.700,000	Νiί	$0.20	-31 Dec 2007
Mr RG Nelson	5 Nov 2002	2,700,000	Νiί	$0.20	31 Dec 2007
Mr JF Houldsworth	5 Nov 2002	2.000.000	Νiί	$0.20	31 Dec 2007
Officers
Mr DA Francese	5 Nov 2002	625.000	Νiί	$0.20	31 Dec 2007

No options have been granted since the end of the financial year.

At the date of this report unissued ordinary shares of the Company under option are:

Expiry date*	Exercise price	Number of shares
31 December 2007.	$0.20	22.140.750

All options may be exercised at any time before expiry. Option holders will receive one ordinary share in the capital of the Company for each option exercised.

These options do not entitle the holder to participate in any share issue of the Company or any other body corporate.

During or since the end of the financial year, the Company issued ordinary shares as result of the exercise of options as follows:

Number of shares	Amount paid oneach share
17.500	$0.20

There were no amounts unpaid on shares issued.

Environmental regulation and performance statement

The Company's operations are subject to significant environmental requlations under both Commonwealth and Western Australian legislation in relation to discharge of hazardous waste and materials arising from any mining activities and development conducted by the Company on any of its tenements. To date the Company has only carried out exploration activities and there have been no known breaches of any environmental obligations.

Indemnification and insurance of officers

Indemnification

The Company is required to indemnify the directors and other officers of the company against any liabilities incurred by the directors and officers that may arise from their position as directors and officers of the Company. No costs were incurred during the year pursuant to this indemnity.

Since the end of the financial year, the Company entered into a deed of indemnity with each director whereby, to the extent permitted by the Corporations Act 2001, the Company 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 vear the Company 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.

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

Dated at Unley this 23rd day of September 2003.

Signed in accordance with a resolution of the directors:

Robert Michael Kennedy Director

Domenico Antonio Francese BEC, FCA, ASIA Company Secretary

Dom is a Chartered Accountant with an audit and investigations background. He has over 12 years experience with ASX in a regulatory and supervisory role. Joint Company Secretary for Beach Petroleum Limited.

Statement of Financial Performance

For the year ended 30 June 2003

	Note	2003	2002$
Other Revenues from ordinary activities	3	43,076	566
Total revenue		43,076	566
Administrative expensesDepreciationEmployment expensesExploration costs written offOccupancy expensesOther expenses from ordinary activities		(38,199)(358)(55, 834)(30, 647)$-(4,660)$(9,984)	10,000)(2, 100)(19,388)
Profit/(loss) from ordinary activities beforerelated income tax expenseIncome tax (expense)/benefit relating to		'96,606	30,922
ordinary activities
Profit/(loss) from ordinary activities after relatedincome tax expense
Profit/(loss) from extraordinary item after relatedincome tax expense
Total changes in equity other than those resultingfrom transactions with owners as owners		(96,606)	(30.922)
Basic earnings per share	7	($0.005)
Diluted earnings per share		($0.005)

The statement of financial performance is to be read in conjunction with the notes to the financial statements set out on pages 24 - 37.

Statement of Financial Position

As at 30 June 2003

	Note	2003	2002
Current Assets
Cash assets	9	(1,557,837)	207,926
Receivables	10	86,310	$-4,364$
Other	11	$-17,951$	88,555
Total current assets		1,662,098	300,845
Non-current assets
Property, Plant and Equipment	12	$-9.421$
Exploration, evaluation & development expenditure	13	1,819,129	447,626
Total non-current assets		1,828,550	447,626
Total assets		3,490,648	748,471
Current liabilities
Payables	14	$-145,837$	:671,913]
Provisions	15	$-5,176$
Total current liabilities		151,013	671,913
Total liabilities		151,013	671,913
Net assets		3,339,635	76,558
Equity
Contributed equity	16	3,467,165	107,482
Retained profits	17	(127,530)	(30, 924)
Total Equity	18	3,339,635	76,558

The statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 24 - 37.

Statement of Cash Flows

For the year ended 30 June 2003

	Note	2003	2002
Cash Flows from operating activitiesCash payments in the course of operationsInterest received		(173,684)37,038	(26.912)566
Net cash provided by/(used in)operating activities	21	(136, 646)	(26, 346)
Cash Flows from investing activitiesPayments for Property, Plant and EquipmentTenements acquired from controlling entityPayments for Mining Tenements & Exploration		19,779(510, 401)	(107, 480)(339, 375)
Net cash provided by/(used in) investing activities		(520, 180)	(446, 855)
Cash Flows from Financing activitiesissue of shares to controlling entityProceeds from borrowingsRepayment of borrowingsProceeds from issue of shares to seed capitalistsProceeds from issue of shares pursuant to IPOprospectusPayments associated with capital raisingProceeds from exercise of options		1619,500)140,0003,223,300: (740,563) ::3,500	107,480619,500(45,853)
Net cash provided by/(used in) financing activities		2,006,737	681,127
Net increase/(decrease) in cash held		1,349,911	207,926
Cash at the beginning of the financial year		207,926
Cash at the end of the financial year	9	1,557,837	207,926

The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 24 - 37.

For the year ended 30 June 2003.

1 Statement of significant accounting policies

The significant policies that have been adopted in the preparation of this financial report are:

(a) Basis of preparation

The financial report is a general purpose financial report which has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements Standards Board and the Corporations Act 2001.

It has been prepared on the accruals basis and is based on historical costs and except where stated, does not take into account changing money values or fair values of non-current assets.

These accounting policies have been consistently applied and, except where there is a change in accounting policy, are consistent with those of the previous year.

(b) Revenue recognition

Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST).

Interest revenue

Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.

Sale of non-current assets

The gross proceeds of non-current asset sales are included as revenue at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed.

The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal.

Any related balance in the asset revaluation reserve is transferred to the capital profits reserve on disposal.

(c) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), 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.

Receivables and payables are stated with the amount of GST included.

net amount of GST The recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the 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.

(d) Taxation - Note [6]

The company adopts the income statement liability method of tax effect accounting.

Income tax expense is calculated on operating profit adjusted for permanent differences between

taxable and accounting income. The tax effect of timing differences. which arise from items being brought to account in different periods for income tax and accounting purposes, is carried forward in the statement of financial position as a future income tax benefit or a provision for deferred income tax.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits relating to tax losses are only brought to account when their realisation is virtually certain. The tax effects of capital losses are not recorded unless realisation is virtually certain.

(e) Acquisitions of assets

All assets acquired including property, plant and equipment and intangibles other than goodwill are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. When equity instruments are issued as consideration, their market price at the date of acquisition is used as fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity subject to the extent of proceeds received, otherwise expensed.

Expenditure, including that on internally generated assets is only recognised as an asset when the entity controls future economic benefits as a result of the costs

Notes to the Financial Statements For the year ended 30 June 2003

incurred, it is probable that those future economic benefits will eventuate, and the costs can be measured reliably. Costs attributable to feasibility and alternative approach assessments are expensed as incurred.

Subsequent additional costs

Costs incurred on assets subsequent to initial acquisition are capitalised when it is probable that future economic benefits in excess originally ΩÍ the assessed performance of the asset will flow to the consolidated entity in future years.

Costs that do not meet the criteria for capitalisation are expensed as incurred.

(f) Receivables - Note [10]

The collectibility of debts is assessed at balance date and specific provision is made for any doubtful accounts.

(g) Exploration, evaluation and development expenditure $-$ Note [13]

Exploration. evaluation and development costs are accumulated in respect of each separate area of interest

Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest, or. where exploration - and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Development costs related to an area of interest are carried forward to the extent that they are expected to be recouped either through sale or successful exploitation of the area of interest.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made.

(h) Recoverable amount of noncurrent assets valued on cost basis

The carrying amounts of noncurrent assets except exploration, evaluation and development expenditure (see Note 1(g) above) valued on the cost basis are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying amount of a non-current asset exceeds its recoverable amount, the asset is written down to the lower amount. The write-down is recognised as an expense in the net profit or loss in the reporting period in which it occars.

In assessing recoverable amounts of non-current assets the relevant cash flows have not been discounted to their present value, except where specifically stated.

Except where specifically stated, non-current assets are recorded

at the lower of cost and recoverable amount.

(i) Depreciation and amortisation

Complex assets

The components of major assets that have materially different useful lives, are effectively accounted for as separate assets, and are separately depreciated.

Useful lives

All assets, including intangibles, have limited useful lives and are depreciated/amortised using the straight line method over their estimated useful lives, with the exception of carried forward exploration, evaluation and development costs which is amortised on a units of production. basis over the life of the economically recoverable reserves.

Assets are depreciated or. amortised from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use. Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until commercial production commences.

Depreciation and amortisation rates and methods are reviewed annually for appropriateness. When changes are made, adjustments are reflected prospectively in current and future periods only.

Depreciation and amortisation are expensed, except to the extent that they are included in the carrying amount of another asset as an allocation of production. overheads.

For the year ended 30 June 2003

The depreciation/amortisation rates used for each class of assetare as follows:	1.111111111111111111111111111111111112003	.the propertySales Adams2002
Property, plant and equipment	and the total and a
Plant and equipment	$7.5 - 25%$
Other non-current assets	the company's control ofThe commence of the product
Exploration, evaluation & development expenditure	the companies are a companies and

(j) Payables - Note $[14]$

Liabilities are recognised for amounts to be paid in the future for goods or services received. Trade accounts payable are normally settled within 60 days.

(k) Employee entitlements - Note [15]

Wages, salaries, annual leave and sick leave

The provisions for employee entitiements to wages, salaries, annual leave and sick leave represent present obligations resulting from employees' services provided up to the balance date, calculated at undiscounted amounts based on current wage and salary rates including related on-costs.

Long service leave

The provision for employee entitlements to long service leave represents the present value of the estimated future cash outflows to be made resulting from employees' services provided up to balance date.

The provision is calculated using estimated future increases in wage and salary rates including related on-costs and expected settlement dates based on turnover history and is discounted using the rates attaching to national government securities at balance date which most closely match the terms of maturity of the related liabilities.

(I) Provisions

A provision is recognised when a legal or constructive obligation exists as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

Restoration

Provisions are made for estimated costs relating to the remediation of soil, groundwater and untreated waste as soon as the need is identified.

Significant uncertainty exists as to the amount of restoration obligations that will be incurred due to the following factors:

• uncertainty as to life of sites;
• the impact of changes in environmental legislation.

(m) Cash

For the purpose of the statement of cash flows, cash includes:

• cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts,
• investments in money market instruments with less than 14 days to maturity.

2 Changes in Accounting Policy

There were no changes to accounting policies during the financial year.

	Note	2003	2002
3	Revenue from ordinary activities
	Other revenues:
	From operating activities
	interest:
	Other parties	43.076	566
	Total revenue from ordinary activities	43,076	566
4	Profit from ordinary activities before income
	tax expense
	(a) Individually significant items included in profit
	from ordinary activities before income tax expense
	Exploration, evaluation and development expenditure
	written-off in respect of tenements not acquired following
	capital raising pursuant to IPO prospectus	30.64.
	(b) Profit from ordinary activities before income tax
	expense has been arrived at after charging/
	(crediting) the following items:
	Depreciation of:
	Plant and equipment	358
	Provision in employee entitlements	5,176
	Operating lease rental expense
	Minimum Lease payments	1,967
5	Auditors' remuneration
	Audit services:
	Auditors of the Company - Grant Thornton
	Audit and review of the financial reports	3.000	2,500
	Other regulatory audit services*	3.450
	This remuneration relates to services connected with the issue
	of the Company's prospectus and capitalised against equity raised.
6	Income tax expense
	Prima facie income tax benefit calculated at 30%	ing a the a	The Pro-
	(2002; 30%) on loss from ordinary activities	28,982	$-9,277$
	Future income tax benefit in respect of tax losses not
	brought to account	128,982	$^{\circ\circ}9,277$
	Income tax expense attributable to loss from ordinary	maanaan ay
	activities	it ta kalendari ya masu
	Tax losses recoverable but not recognised amount to$38,259 (2002: $9,277).	San San San Sbere en en en en en.

	Note	$2003 -$	2002
7.	Earnings per share
	(a) Classification of securities
	All ordinary shares have been included in basic earnings per share.
	(b) Classification of securities as potential ordinary shares
	All options on issue exercisable at 20 cents by 31 December 2007 are not considered potential ordinary sharesbecause the closing market value of the underlying securities at balance date was below the exercise price. ~Therefore no securities have been classified as potential ordinary shares and included in diluted earnings per share.
	(c) Earnings used in the calculation of earnings per share
	Profit/(loss) from ordinary activities after
	related income tax expense	(96, 606)	(30,922)
	(d) Weighted average number of shares used as the denominator
	Number for basic and diluted earnings per share
	Ordinary shares	17,791,050	1,931,508
8	Segment Reporting
	The Company operates in the gold exploration and mining businesssegment located in Australia.
9	Cash assets
	Cash	1,557,837	207,926
	10 Receivables
	Current
	Other debtors	86,310	4.364
	11 Other current assets
	Prepayments	1.17,951.	88,555
	12 Property, plant and equipment
	Plant and equipment
	At cost	19,779
	Accumulated depreciation	(358)
	Total property, plant and equipment	ti viti
	net book value	$\sim 9.421$
	Reconciliations
	Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below:
	Plant and equipment
	Carrying amount at beginning of year
	Additions	9,779
	Disposals
	Depreciation	(358)
	Carrying amount at end of year	9,421

	Note	2003	2002.S
13 Exploration, evaluation and development expenditureCosts carried forward in respect of areas of interest in:Production phase at costAccumulated amortisation
Development phaseExploration and/or evaluation phase	$\langle \langle \rangle$	1,819,129	447,626
Total Exploration, evaluation and developmentexpenditure		1,819,129	447,626
The ultimate recoupment of costs carried forward for exploration phase is dependent on the successful developmentand commercial exploitation or sale of the respective areas.Reconciliation併
A reconciliation of the carrying amount of Exploration and/or evaluation phase expenditure is set out below.
Carrying amount at beginning of yearAdditional costs capitalised during the yearExploration costs written off during the year		447,6261,402,150(30, 647)	.447,626
Carrying amount at end of year		1,819,129	447,626
14 PayablesTrade creditorsOther creditors and accruaisAmounts payable to controlling entityAmounts payable to director related entities		52,77824,88768,172	44,923$-7,490$619,500
		145,837	671,913
15 ProvisionsCurrentEmployee entitlements	22	5,176
16 Contributed equityIssued and paid-up share capital38,034,002 (2002: 7,500,002) ordinary shares,fully paid	16(a)	3,467,165	-107,482

For the year ended 30 June 2003

Note
16 Contributed equity (continued)
(a) Ordinary shares
Balance at the beginning of year
Shares issued during the year
5,500,000 to Directors in consideration
for IPO Promotion
1,400,000 to Seed Capitalist in
consideration for cash
16,116,500 to Applicants pursuant to
IPO prospectus in consideration for cash
Less transaction costs arising from
issue for cash pursuant to IPO prospectus
7,500,000 to Vendors in consideration
for tenements
17,500 to Option-holders on exercise of options
at $0.20 in cash	3.500
Balance at end of year	3,467,165	107,482

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. No. a antiAlberta 1. . .

In the event of winding up of the Company ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation. a Titulua di KabupatéKabupatèn Kabupatèn m.,

Note 20(c) details shares to be issued pursuant to contracts entered into by the Company during the financial year. With the

92

17 Retained profits/(losses)Retained losses at beginning of yearNet loss attributable to members of the company	$^{(30,924)}$(96, 606)	(30,922)
Retained losses at the end of the year	(127,530)	(30,924)
18 Total equity reconciliationTotal equity at beginning of yearTotal changes in parent entity interest in equityrecognised in statement of financial performanceTransactions with owners as owners:Contributions of equityLess transaction costs arising fromtransactions with owners as owners	76.5584.216.800(857, 117)
Total equity at end of year	3,339,635	76.558

19 Financial instruments disclosure

(a) Interest rate risk

The company has no long term financial assets or liabilities upon which it earns or pays interest. Cash is held in an interest yielding cheque account and on short term call deposit where the interest rate can vary from day to day. The weighted average interest rate achieved was 3.98% (2002: 1.51%)

For the year ended 30 June 2003

Later than five years

Note	2003	2002
		S
19 Financial instruments disclosure (continued)
(b) Credit risk exposures
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on financial assets, excluding investments, of the entity which have been recognised in the statement
of financial position, is the carrying amount, net of any provision for doubtful debts,
(c) Net fair values of financial assets and liabilities
Valuation approach
Net fair values of financial assets and liabilities are determined by the entity on the following bases:
Recognised financial instruments
Monetary financial assets and financial liabilities not readily traded in an organised financial market are carried at book
value and where relevant adjusted for any changes in exchange rates. The Company does not have any
financial assets or liabilities that are readily traded on organised markets in a standardised form.
20 Commitments & Contingent liabilities
Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum
exploration work to meet the minimum expenditure requirements specified by the State Government of Western Australia.
These obligations are subject to renegotiation when application for a mining lease is made and at other times. These
obligations are not provided for in the financial report and are payable as follows,
Within one year	229,400	20,000
One year or later and no later than five years	$-557,840$	60,000
Later than five years	91,900
	879,140
Non-cancellable operating lease expense commitments		80,000
Future operating lease commitments not provided for in
the financial statements and payable:Within one year	7,869

The Company leases office accommodation under a non-cancellable operating lease expiring in March 2004. The lease generally provides the Company with a right of renewal for a further year after which time all terms are renegotiated. Lease payments comprise a base amount plus an incremental contingent rental. Contingent rentals are based on movements in the Consumer Price Index and operating criteria.

$-13,771$

The details and estimated maximum amounts of contingent liabilities (excluding unquantifiable royalties) that may become payable are set out below. The contingent liabilities arise from various agreements for the acquisition or earning interests in mining tenements that are subject to certain precedent conditions being satisfied. At the date of this report there is no certainty that these liabilities will crystallise and therefore no provisions are included in the financial statements in respect of these matters. In addition to the contingent liabilities detailed below the Company is also required under the various agreements to maintain tenements in good standing and pay all rates, rents and taxes and do all things necessary to renew tenements during the conditions precedent period.

For the year ended 30 June 2003

	Note
20 Commitments & Contingent liabilities (continued)
Acquisition of mining tenements	20(a)	300.000	-480.000
Replacement of Performance Bonds	20(a)	$-39.900 -$	$-39,900$
Exploration / Farm-In expenditure to earn
interests in tenements	20(b)	854,952	1.045.000
Issue of shares as consideration for acquisition
of mining tenements	20(c)	258,750	1,060,000
Total estimated contingent liabilities		1,453,602	2,624,900

(a) Acquisition of mining tenements

The Company has an option to acquire certain mining tenements. The option is exercisable during the next financial year for a cash consideration of $300,000 and a replacement performance bond of $39,900. A decision on whether the option is exercised is contingent on favourable pre-acquisition drilling results. If the option is exercised the agreement provides for a production based royalty up to a maximum of $1 million that may also become payable. However at the date of the report, the actual amount of royalties that may be payable cannot be quantified.

(b) Exploration/Farm-in expenditure

Exploration/Farm-in expenditure is to be made over periods between 1 and 4 years in accordance with terms set out in the relevant agreements. The Company may elect not to proceed to acquire or earn an interest in the relevant tenements provided it has first carried out the minimum exploration expenditure required. Total minimum exploration expenditure specified in the relevant agreements over this period is $280,000 with a minimum of $50,000 per year. The minimum annual amount will increase by $30,000 per year at such time that an exploration licence is granted over a certain mining tenement.

(c) Shares to be issued

On 30 June 2003 the Company entered into a contractual agreement to acquire a 100% interest in mining tenement M20/245 and an 80% interest in mining tenement M20/79 for a total consideration of 1,500,000 shares in the capital of the Company and 750,000 attaching options to acquire shares in the capital of the Company. A director related entity of Mr Houldsworth which waived its first right of refusal for the acquisition of mining tenement M20/79, holds the remaining 20% interest (free carried until feasibility) in this tenement. The Company's acquisition was contingent on ministerial consent and the liability shown represents the market value of the consideration securities as at 30 June 2003. The contractual agreement was subsequently completed and the securities issued in July 2003.

(d) Director Related Entities

During the year the Company paid $25,000 and issued 1,000,000 shares and 500,000 options pursuant to a contractual agreement for the acquisition of mining tenements from a vendor that is a director related entity. The contractual agreement with the director related entity provides for a production based royalty that may also become payable. However at the date of the report, the maximum amount of royalties that may be payable cannot be quantified.

2003S	2002$
	(30,922)
	(42, 702)
	: (4,364)
	(771)
	52,413
5.176
(136, 646)	(26, 346)
	(96, 606)35830,647(17, 951)(81, 947)$\cdot$ (7,541).31,21865,568There were no retirement benefits previously approved by members of the Company in a general meeting nor any paid

For the year ended 30 June 2003

	Note	ar en distribuiço
24 Executives' remuneration
The number of Australian based executive officers
of the Company, whose remuneration from the
Company falls within the following bands:
$100,000 or more
Total income in respect of the financial year
received, or due and receivable, from the Company
by executive officers of the Company whose income
is $100,000 or more		The electronic construction of the T	$\left\langle \phi_{\alpha_1\cdots\alpha_n} \right\rangle \leq \left\langle \phi_{\alpha_1\cdots\alpha_n} \right\rangle \left\langle \phi_{\alpha_1\cdots\alpha_n} \right\rangle \left\langle \phi_{\alpha_1\cdots\alpha_n} \right\rangle.$

Executive officers are those officers involved in the strategic direction, general management or control of business at a company or operating division level. $\begin{bmatrix} \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} \ \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} \ \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} & \mathcal{N}_{\mathcal{M}} \end{bmatrix}$

Executives' remuneration includes amounts paid by the Company during the year to indemnify executives, and an allocation of insurance premiums paid by the Company or related parties in respect of directors' and officers' liabilities and legal expenses' insurance contracts, in accordance with common commercial practice.

The remuneration bands are not consistent with the emoluments disclosed in the Directors' Report as the basis of calculation differs due to the differing requirements of the Corporations Act 2001 and the Accounting Standards. Summ

25 Related parties

(a) Directors

i kanala pertama ke kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanalKanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanala kanal The names of each person holding the position of director of Ramelius Resources Limited during the financial year are Messrs Robert Michael Kennedy, Reginald George Nelson and Joseph Fred Houldsworth.

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Details of directors' remuneration and retirement benefits are set out in Note 23.

Apart from details disclosed in this note, no director has entered into a material contract with the Company since the end of the previous year and there were no material contracts involving directors' interests subsisting at 30 June 2003. $\gamma_{\gamma_{m_1+\gamma_{m_2+m_3}}}$ 789. pr. št Service

(b) Directors' holdings of shares and share options

The interests of directors of the reporting entity and their director-related entities in securities of the company at Roman 30 June 2003 are set out below. SN 2012

	and the context of the context.$-2003$No: Held	コンティー・ショップ アー・アルーthey av$\sim$ 2002Contract ContractNo: Held
Ramelius Resources Limited:	a valori (1971) medThe Communities of	The Contractor of the Contractora couple to the concept of a
Ordinary sharesOptions over ordinary shares	-21,594,302- 9.652.900 -	7,500,002the company of the company of the company of

At 30 June 2003 the Company was a controlled entity of Beach Petroleum Limited. Two directors, Messrs Kennedy and Nelson, are also directors and shareholders of the controlling entity and as a consequence, have an interest in the issued capital of the Company.

For the year ended 30 June 2003

25 Related parties (continued)

(c) Directors' transactions in shares and share options

During the financial year, the Company granted shares and options over unissued ordinary shares to the following directors of the Company or their director related entities. The shares and options were granted prior to the lodgement in November 2002 of a capital raising Prospectus with the Australian Securities and Investments Commission. At the time of issue, the market value of the shares and options was nil.

Directors	Number of sharesgranted	Number of optionsgranted	Exercise price	Expiry date
Mr RM Kennedy	1.500.000	2.700.000	$0.20	-31 December 2007
Mr RG Nelson	1,500,000	2,700,000	$0.20	31 December 2007
Mr JF Houldsworth	2.500.000	2.000.000	$0.20	-31 December 2007

In addition to the above, 1,000,000 shares and 500,000 options were issued to a vendor which is a director related entity of Mr Houldsworth as consideration for the acquisition of mineral tenements pursuant to the Company's prospectus.

During the financial year, Messrs Kennedy and Nelson or their director related entities applied for 10,000 and 20,000 ordinary shares respectively and 5,000 and 10,000 free attaching options pursuant to the Ramelius capital raising prospectus. Prior to the issue of the prospectus Mr Kennedy participated in a seed capital raising by acquiring 4,300 ordinary shares at 10 cents each and 2,150 free attaching options. Following the listing of the Company's securities on ASX. Mr Kennedy acquired a further 60,000 ordinary shares on market.

No options granted to directors or director related entities were exercised during the year.

(d) Directors' transactions with the Company

A number of directors of the Company, or their director-related entities, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.

The terms and conditions of the 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 relating to directors and their director-related entities were as follows:

Director	Transaction	Note
RM Kennedy	Payments for reimbursementof expenses incurred on behalfof the Company.
	Payments toan accounting firm of which thedirector is a partner forprofessional fees andreimbursement of expensesincurred on behalfof the Company.	G	216.689

For the year ended 30 June 2003

Director	Transaction	Note	2003	2002
25 Related parties (continued)
	(d) Directors' transactions with the Company (continued)
RM Kennedy	Payments to an information
	technology entity of which
	the director is a director and
	shareholder for computer
	equipment, website design
	and maintenance
AG Nelson	Payments for reimbursement of
	expenses incurred on behalf of
	the Company
JF Houldsworth	Payments in respect of
	Tenement Administration
	and reimbursement of
	expenses incurred on behalf
	of the Company to an entity
	of which the director is a director.			16,796
	Payments in respect of labour
	hire (involving the director's son)
	to an entity of which the director
	is a director.
	Payment for acquisition of
	mining tenements to a vendor
	entity of which the director is
	a director	18(d)	25.000	8.OOO

(i) $210,447 of this amount relates to transaction costs associated with the preparation and issue of the Company's prospectus which has been capitalised against capital raised. a Maria da Labora (1994)1994 - Johann Maria de La a mengantung.Kebangan pada

Amounts receivable from and payable to directors and their director-related entities at balance date arising from these transactions were as follows: 1975-00-19 haiDaoine

Current receivablesCurrent payables
Trade creditors		66.372
Other creditors and accruais		$-1,800$
Amounts payable to controlling entity	25(e)		619.500

(e) Other Director Transactions

During the financial year the Company repaid $619,500 in interest free loans to its controlling entity, Beach Petroleum Limited which had been advanced during the previous year and also paid it $16,686 for reimbursement of expenses incurred on behalf of the Company. Two directors of the Company, Messrs Kennedy and Nelson, are also directors of the controlling entity.

For the year ended 30 June 2003

Director	Tonanon.	Note	2003	2002
			AL.

25 Related parties (continued)

(f) Non-director related parties

The classes of non-director related parties are:

• controlling entity of the Company
• · commonly controlled entity
• · associated companies
• · directors of related parties and their director-related entities

Transactions

Controlling Entity

During the financial year the Company's controlling entity acquired 7,500,000 ordinary shares at $0.20 each and 3,750,000 free attaching options pursuant to the Company's capital raising prospectus. Apart from this and the transactions disclosed at (e) above also relating to the Company's controlling entity, there were no other transactions with non-director related parties during the financial year.

Directors of related parties (not being directors of the entity or their director-related entities)

From time to time directors of related parties or their director-related entities may enter into transactions with the Company. Apart from an alternate director of the Company's controlling entity who applied for $2,000 in ordinary shares and free attaching options pursuant to the Ramelius capital raising prospectus, no other such transactions took place during the year.

26 Events subsequent to balance date

Since 30 June 2003, the Company;

• Entered into an employment agreement with Mr Joseph Fred Houldsworth in respect of his services as Managing Director of the Company. The agreement is for two years and provides for in the event that the Company terminates the agreement without six months notice, a termination payment equal to half the remuneration to be paid for the remainder of the employment period with a minimum termination payment equal to six months remuneration.
• Issued 1,500,000 ordinary fully paid shares and 750,000 options exercisable at $0.20 at any time until 31 December 2007 pursuant to an agreement with Fox Resources Limited to acquire its interest in both the Morning Star Project at Cuddingwarra (80%) and the Jasper Queen Project at Tuckabianna (100%).
• Granted Westcoast Mining Limited an option to purchase a 100% interest in Mining Lease 20/245 near Tuckabianna in the Murchison Mineral Field of Western Australia. The option was granted for an Option Fee of $10.000 that enables Westcoast to exercise the Option at any time until 1 December 2003 at an exercise price of $100,000 comprised of $40,000 cash and $60,000 worth of Westcoast shares or $100,000 cash.

Other than the matters discussed above, there has not arisen in the interval between 30 June 2003 and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future years.

Directors' Declaration

In the opinion of the directors of Ramelius Resources Limited:

• (a) the financial statements and notes, set out on pages 24 to 37, are in accordance with the Corporations Act 2001, including:
  • (i) giving a true and fair view of the financial position of the Company as at 30 June 2003 and of its performance, as represented by the results of its operations and its cash flows, for the twelve months ended on that date; and
  • (ii) complying with Accounting Standards and the Corporations Regulations 2001; 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.

Dated at Unley on this 23rd day of September 2003.

Signed in accordance with a resolution of the directors:

Robert Michael Kennedy Director

Grant Thornton &

INDEPENDENT AUDIT REPORT TO MEMBERS OF RAMELIUS RESOURCES LIMITED

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for Ramelius Resources Limited (the company), for the vear ended 30 June 2003.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing and Assurance Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgment, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Level 3 67 Greenhill Road Wayville SA 5034 GPO Box 1270 Adelaide SA 5001 DX 275 Adelaide T (08) 8372 6666 F (08) 8372 6677 E info@gtsa.com.au W www.grantthornton.com.au

A South Australian Partnership -A Member of Grant Thornton Association Inc.

Grant Thornton to

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Audit opinion

In our opinion, the financial report of Ramelius Resources Limited is in accordance with:

• $(a)$ the Corporations Act 2001, including:
  • i) giving a true and fair view of Ramelius Resources Limited's financial position as at 30 June 2003, and of its performance for the year ended on that date; and
  • ii) complying with Accounting Standards in Australia and the Corporations Act 2001; and
• $(b)$ other mandatory financial reporting requirements in Australia.

GRANT THORNTON CHARTERED ACCOUNTANTS

$\sqrt{\frac{1}{5}}$ GRAY Partner

Signed at Adelaide this 24th day of September 2003

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.

Shareholdings as at 16 September 2003

Substantial shareholders

The number of shares held by substantial shareholders and their associates are set out below:

Substantial shareholder	Number of fully paidordinary shares held	Percentage held
Beach Petroleum Limited	7.500,002	20.67
BBY Nominees Pty Ltd	6,944,789	19.14
Joseph Fred Houldsworth	2,500,000	6.89
Killoran NL & Kurana Pty Ltd	2,000,000	-5.51

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

Option holders will be entitled on payment of the exercise price of $0.20 per share 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 31 December 2007. Any Options not exercised before expiry will lapse.

Distribution of equity security holders

Category	Ordinary shares	Options
1 – 1,000
$1,001 - 5,000$	20	330
$5,001 - 10,000$	334	99
10,001 - 100,000	202	90
$100.001 -$ and over	18	26
Total number of security holders	576.	546

The number of shareholders holding less than a marketable parcel of ordinary shares is 10.

On market buy-back

There is no current on-market buy-back.

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 Stock Exchange Limited including the number and percentage held by those holders at 16 September 2003 are as follows.

Name	Number of fully paidordinary shares held	Percentage held
Beach Petroleum Limited	7.500,002	20.67
BBY Nominees Pty Ltd	6,944,789	19.14
Joseph Fred Houldsworth	2.500,000	6.89
Killoran NL & Kurana Pty Ltd	2.000,000	5.51
Mandurang Pty Ltd	1,574,300	4.34
Fox Resources Limited	1.550,000	4.27
Aurelius Resources Pty Ltd	1.510,000	4.16
Commonwealth Custodial Services Limited	1,000,000	2.76
Far Corners Minerals NL	1,000,000	2.76
Kinver Mining NL	500,000	1.38
Push Button Pty Ltd	395.700	1.09
Westex Resources Pty Ltd	350,000	0.96
Kytron Pty Ltd	275.000	0.76
Bullabulling Pty Ltd	250,000	0.69
Mr Brian Peter Byass	250,000	0.69
Equifast Nominees Pty Ltd	195,000	0.54
Barminco Pty Ltd	150,000	0.41
Mr Adrian Porter & Mr Neil Wallace
(Adrian Porter Family a/c)	100,000	0.28
Tromso Pty Limited	100,000	0.28
Dr Robert Haslingden Wilson	100,000	0.28
	28.244.791	77.84

Twenty largest option holders

The names of the 20 largest holders of options constituting a class of quoted equity securities quoted on the Australian Stock Exchange Limited including the number and percentage held by those holders as at 16 September 2003 are as follows.

Name	Number of options held	Percentage held
Mandurang Pty Ltd	2,707,150	11.83
Aurelius Resources Pty Ltd	2,705.000	11.82
Joseph Fred Houldsworth	2,000,000	8.74
Killoran NL & Kurana Pty Ltd	2.000.000	8.74
Rosalind Mary Smart	1,500,000	6.55
Fox Resources Limited	775.000	3.39
Domenico Antonio Francese	625,000	2.73
Dr Richard Kenneth Hart & Ms Lynette
Mary Hart (Hart Super Fund a/c)	601,000	2.63
Commonwealth Custodial Services Limited	500.000	2.18
Far Corners Minerals NL	500.000	2.18
First Avenue Investments Pty Ltd	500.000	2.18
BBY Nominees Pty Ltd	365,000	1.59
Mr Terry Ronald Sharp & Ms Lynette
Catherine Sharp (Sharp Family a/c)	312.000	1.36
Mr Raul Used	299.999	1.31
College Street Nominees Pty Ltd	250,000	1.09
Kinver Mining NL	250.000	1.09
Mr William Mark Castleden	200.000	0.87
Mr Kevin Arthur Thomas & Mrs
Barbara Thomas	200.000	0.87
Mr Terry Ronald Sharp & Ms Lynette
Catherine Sharp (Super Sharp Super Fund a/c)	186.750	0.82
Westex Resources Pty Itd	175,000	0.76
	16.651.899	72.75

Unquoted equity securities

Fully paid ordinary Shares

Details of fully paid ordinary shares on issue which are unquoted restricted securities that are subject to the ASX escrow provisions are as follows.

Date until which securities are to beheld in escrow	Number of unquoted fullypaid ordinary shares on issue	Number of holders
5 November 2003	422.850	ి
-24 March 2004	3.250.000	5
24 March 2005	14.277.152	6
	17.950.002	٦٦

Options

Details of options exercisable by 31 December 2007 at $0.20 on issue which are unquoted restricted securities that are subject to the ASX escrow provisions are as follows.

Date until which securities are to beheld in escrow	Number of unquoted optionson issue	Number of holders
-5 November 2003 -	836.425	6
24 March 2004.	2.625.000	۵
24 March 2005	10.288.575	8
	13.750.000	19

Ramelius Resources Limited Corporate Directory

Remellus Resoluces Cimited

ACN 001 717 540ABN 51 001 717 540 Incorporated in NSW

Nan-Executive Chairman

koben Mehre (tempely ASAIT, Grad. Dip (Systems Analysis),FCA, ACIS, FAIM, FAICD

Non-Executive Director

Reginald Coorde Nosoti BSc., Hon Life Member Saciety of Exploration Geolohysicists. FATER AVE FAICE

Managhag Director Loseph Free Houldsworth

Company Steveny Domenco Antonio Francese, B.Ec. FOA. ASIA

Phireipal Registerat Ojilos

Frincipal Registered OfficeRamelius Resources Limited140 Greenhill RoadUnley SA 5051Telephone: (08) 8373 6473Facsimile: (08) 8373 5933Email ntowanielus esquices com au Washa WWAanielisteseuresteen ar

Rocalinio Sifare Registrar

Computershare Investor Sonzo av Imico Loo 5 1 5 Gental Side Addaide 34 3000 Telephone: (08) 8236 2300 Eacsmile (08) 8236 2305 Email info@computershare.com.au

Anglio

Grant Tribution Chartered Accountants67 Greenhill RoadWayville SA 5034

Stock ExchangeThe Company is listed on theAustralian Stock Exchange LimitedThe Home Exchange is Adelaide. AVOCCE Smrt RVS Golons (Wiso)

A gold company with a difference

the contract of the contract of the contract of the contract of the contract of the contract of the

Ramelius Resources Limited ACN 001 717 540

140 Greenhill Road, Unley SA 5061 GPO Box 1373, Adelaide SA 5001 DX 52003, Unley Telephone (08) 8373 5588 Facsimile (08) 8373 5933

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ramelius Resources Limited will be held at the company's registered office at 140 Greenhill Road, Unley, South Australia on Friday 21 November 2003 at 11.00 am Adelaide time.

AGENDA

ORDINARY BUSINESS

$\ddagger$ . Annual Financial Report

To receive and consider the financial report for the year ended 30 June 2003, and the directors' and auditors' reports.

$21$ Election of Directors

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

"That Mr R G Nelson, being a director of the Company who retires by rotation pursuant to clause 47 of the Company's Constitution, and being eligible, is reelected as a director of the Company."

SPECIAL BUSINESS

3. Ratification of the Issue of Securities - Fox Resources Limited

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

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of Australian Stock Exchange Limited, the Company ratifies the allotment and issue of 1,500,000 fully paid ordinary shares and 750,000 options as consideration for the acquisition of Western Australian Mining tenements M20/79 and M20/245 from Fox Resources Limited (ACN 079 902 499)."

4. Ratification of the Issue of Securities - Kinver Mining NL

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

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of Australian Stock Exchange Limited, the Company ratifies the allotment and issue of 300,000 options as part consideration for the acquisition of a 90% interest in Western Australian Mining tenements M16/34 and M16/115 from Kinver Mining NL (ACN 079 423 886)."

5. Approval for the Issue of Securities - Share Placements

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

"That, for the purposes of Listing Rule 7.1, of the Listing Rules of Australian Stock Exchange Limited, approval be given to the issue of up to 15,385,000 fully paid ordinary shares at a minimum of 13 cents per ordinary share."

8. Adoption of Employee Incentive Plan

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

"That, for the purposes of Listing Rule 7.2, Exception 9 of the Listing Rules of the Australian Stock Exchange Limited and section 260C(4) of the Corporations Act 2001 (Cth), approval be given to the implementation and terms of, and the issue of securities under, the Company's Employee Incentive Plan, a summary of which is annexed to this Notice of Annual General Meeting."

OTHER BUSINESS

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

By Order of the Board

Dom Francese Company Secretary

20 October 2003

EXPLANATORY MEMORANDUM ACCOMPANYING

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON 21 NOVEMBER 2003

RESOLUTIONS THREE AND FOUR

• Resolutions 3 and 4 have been proposed so that shareholders may approve, for the $\ddagger$ . purposes of ASX Listing Rule 7.4, previous issues of securities made by the Company.

• $2.$ Resolution 3 relates to the issue by the Company, on 24 July 2003, of 1,500,000 fully paid ordinary shares and 750,000 options exercisable on or before 31 December 2007 at an exercise price of $0.20 each as consideration for the acquisition of Western Australian Mining tenements M20/79 and M20/245 from Fox Resources Ltd.

• 1. Resolution 4 relates to the issue by the Company, on 14 October 2003, of 300,000 options exercisable on or before 31 December 2007 at an exercise price of $0.20 each as part consideration for the acquisition of a 90% interest in Western Australian Mining Tenements M16/34 and M16/115.
• 1. Listing Rule 7.1 provides that, except in limited circumstances, the Company cannot issue equity securities representing more than 15% of the issued capital of the Company in any 12 month period.
• 1. While shareholder approval to the issues of shares and options referred to above was not required at the time of issue, shareholders are now requested to ratify the issues. It is considered prudent to refresh the Company's ability to issue new securities up to the 15% threshold without having to again obtain shareholder This will enable the Company to respond quickly to any need or approval. opportunity to issue additional securities in the future under Listing Rule 7.1, should the directors consider such an issue to be in the best interests of the Company, without having to seek prior shareholder approval.
• 1. The following information, in relation to Resolutions 3 and 4, is required by Listing Rule 7.5:
  • in relation to resolution 3, 1,500,000 fully paid ordinary shares and 750,000 $6.1$ options were issued on 24 July 2003 and in relation to resolution 4, 300,000 options were issued on 14 October 2003;
  • $6.2$ there was no issue price for the shares or options, as they were not issued for cash. In relation to resolution 3, the shares and options were issued as consideration for the acquisition of Western Australian Mining tenements M20/79 and M20/245 from Fox Resources Limited and in relation to resolution 4 the options were issued as part consideration for the acquisition of a 90% interest in Western Australian Mining tenements M16/34 and M16/115 from Kinver Mining NL;
  • $6.3$ in relation to resolution 3, the shares and options were allotted to Fox Resources Limited and in relation to resolution 4, the options were issued to Kinver Mining NL;
  • 6.4 no funds were raised by the issue of the shares and options;

• 6.6 the options were issued on the following terms and conditions:

  • 6.6.1 option holders will be entitled on payment of $0.20 per share (the "Exercise Price") to be allotted one ordinary fully paid Share in the Company for each Option exercised (subject to possible adjustments referred to below);
  • 6.6.2 options are exercisable in whole or in part at any time until 31 December 2007 (the "Exercise Period"). Any options not exercised before the expiry of the Exercise Period will lapse;
  • 6.6.3 options are exercised by notice in writing to the Board delivered with payment of the Exercise Price in cleared funds to the registered office of the Company. The Company will apply for Options to be quoted on ASX. The Company will also apply for official quotation on ASX for new shares allotted on exercise of the Options which will participate equally in all respects with existing issued ordinary shares. Shares allotted on exercise of Options will qualify for dividends declared after the date of their allotment:
  • 6.6.4 options are freely transferable subject to any restriction agreement;
  • an Option holder may only participate in new issues of securities to 6.6.5 holders of ordinary shares in the Company if the Option has been exercised and shares allotted in respect of the Option before the record date for determining, entitlements to the new issue. The Company must give prior notice to the Option holder of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules;
  • 6.6.6 if there is bonus issue to the holders of ordinary shares in the Company, the number of ordinary shares over which the Option is exercisable will be increased by the number of ordinary shares which the holder of the Option would have received if the Option had been exercised before the bonus issue record date;
  • 6.6.7 if the Company makes a rights issue (other than a bonus issue), the Exercise Price of Options on issue will be reduced according to the following formula:

$O' = O - ((E[P-(S+D)])/(N+1))$

Where:

$O'$ = the new exercise price of the Option;

$O =$ the old exercise price of the Option;

$E =$ the number of underlying ordinary shares into which one Option is exercisable;

$P =$ the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stock market of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossing and overnight sales and exchange traded options exercised):

$S =$ the subscription price for the security under the pro rata issue;

$D =$ the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

$N =$ the number of securities with rights or entitlements that must be held to receive a right to one new security.

For the purposes of this formula securities has the meaning given to it in the ASX Listing Rules.

• 6.6.8 if, during the currency of the Options the issued capital of the Company is reorganised. Options will be reorganised to the extent necessary to comply with ASX Listing Rules.
• $7.$ In relation to Resolution 3, pursuant to Listing Rule 7.5.6 of the Listing Rules of the Australian Stock Exchange Limited, the Company will disregard any votes cast by or on behalf of Fox Resources Limited and any associate of Fox Resources Limited.
• 1. In relation to Resolution 4, pursuant to Listing Rule 7.5.6 of the Listing Rules of the Australian Stock Exchange Limited, the Company will disregard any votes cast by or on behalf of Kinver Mining NL and any associate of Kinver Mining NL.
• 1. However, the Company need not disregard a vote if:
  • $9.1$ it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
  • $9.2$ it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION FIVE

• $10.$ Resolution 5 has been proposed so that shareholders may approve, for the purposes of ASX Listing Rule 7.1, the issue of up to 15,385,000 fully paid ordinary shares at a minimum of 13 cents per ordinary share. All shares to be issued will be issued before 21 February 2004.

• $11.$ Allotment will occur progressively and will be to the class of investors referred to in section 708 of the Corporations Act 2001 (Cth).

• $12.$ The new shares will be issued on the same terms as other ordinary shares in the Company quoted on the Australian Stock Exchange Limited.

• The funds raised by the placement will be used to strengthen the Company's balance $13.$ sheet to take advantage of farm-in opportunities, acquisition of new acreage areas, corporate opportunities and for working capital.

• $14.$ The issue of the new ordinary shares will exceed the 15 percent limit under ASX Listing Rule 7.1. Therefore, the Board seeks approval for the issue. Listing rule 7.1 requires the approval to be given by an ordinary resolution of ordinary shareholders of the Company.

• In relation to resolution five the Company will disregard any votes cast by or on $15.$ behalf of a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

• $16.$ However, the Company need not disregard a vote if:

  • $16.1$ it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form: or
  • $16.2$ it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION SIX

• $171$ The directors have resolved to introduce an Employee Incentive Plan ("EIP").
• Approval of the issue of securities under the EIP is sought pursuant to ASX Listing $18.$ Rule 7.2, Exception 9. This rule provides that securities issued pursuant to an employee incentive scheme are an exception to ASX Listing Rule 7.1, provided the issue of securities under the scheme has been approved by shareholders within the three previous years. ASX Listing Rule 7.1 provides generally that a company may not issue shares or securities convertible into shares equal to more than 15% of the capital of the company's issued share capital in any 12 months without obtaining shareholder approval unless the issue fits one of the exceptions. Accordingly, shareholder approval will result in all securities issued under the EIP being excluded from the restrictions in ASX Listing Rule 7.1 for three years from the date of approval. This approval will give the Company maximum flexibility for raising capital going forward.
• 1. Approval of the implementation and terms of the EIP is also sought pursuant to section 260C(4) of the Corporations Act 2001 (Cth).
• 1. The objective of the EIP is to provide employees of the company and any subsidiaries with the opportunity to participate in the equity of the company so as to provide an incentive for employees to achieve greater success and profitability for the company and to maximise the long term performance of the company. It serves to align the interest of the employees and shareholders of the company.
• $21.$ With the above objective in mind, the directors believe that it is in the interest of the Company to be able to issue shares and/or options to all employees of the Company and recommend that shareholders vote in favour of the EIP.
• $22.$ A summary of the main features of the EIP follows. The full terms of the EIP are available at the registered office of the Company.

The EIP will be administered by the Directors. The Directors may in their discretion issue fully paid ordinary shares in the Company or options to subscribe for shares in the Company to any permanent employee of the company, as defined in the EIP.

The Company will use all reasonable endeavors to have the shares issued under the EIP ("Plan Shares") and options issued under the EIP ("Plan Options") quoted on the Australian Stock Exchange Limited ("ASX"). The Plan Shares will rank equally with all other fully paid shares of the Company from the date of issue in all respects.

The subscription price for the Plan Shares will be the weighted average sale price of the Company's shares traded on ASX over the period of 5 business days prior to the date of issue or if there were no transactions in the shares on ASX in that five business day period - the last price at which an offer was made on ASX during that five day period to buy shares.

The Plan Options will be issued free at grant and the Directors shall, at their discretion determine the exercise price of each Plan Option, however, no Plan Option shall be offered at an exercise price of less than 20 cents per share.

The subscription price for the shares may be fully funded by way of an interest free limited recourse loan made by the Company to the participant. The Company may only require a participant to repay the loan in accordance with the EIP rules, and will not be entitled to have recourse to any assets of the participant other than the Plan Shares held by that recipient.

Until the loan is repaid in full, the company will retain a lien over the Plan Shares. Once the loan is repaid, the Plan Shares may be transferred.

The Directors may, in accordance with the Listing Rules, amend the Rules of the EIP at any time (except that no amendment may be made which adversely affects a participant's rights without the consent of that participant).

• 1. No securities have been issued under the EIP.
• $24$ In relation to resolution six the Company will disregard any votes cast by or on behalf of a director and any associate of a director.
• 1. However, 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 $25.1$ accordance with the directions on the Proxy Form; or
  • $25.2$ it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

PROXY

• 1. A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote instead of the member.
• 1. Where more than one proxy is appointed, a member may specify the proportion or number of votes each proxy is appointed to exercise. If the proportion is not specified, each proxy may exercise half of the member's voting rights. An additional form of proxy is available on request from the Company.
• 1. A proxy need not be a member of the Company.
• 1. A proxy given by a corporation must be executed in accordance with the Corporations Act or under the hand of its attorney.
• $30.$ Proxy forms and, if applicable, the powers of attorney (or certified copies of the powers of attorney) under which they are signed, must be received by the Company at Computershare Investor Services Limited at GPO Box 1903, Adelaide, SA, 5001,

Australia, or by facsimile at (61 8) 8236 2305 no later than 48 hours prior to the time, in Adelaide, that the meeting is to commence.

DETERMINATION OF VOTING RIGHTS

For the purposes of the meeting, shares in the Company will be taken to be held by $31.$ persons who are registered holders at close of business on 19 November 2003. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

QUORUM

The Constitution of the Company provides that 10 shareholders present in person, by 32. proxy, attorney or body corporate representative shall be a quorum for a general meeting of the Company.

CORPORATE REPRESENTATIVES

Corporate representatives are requested to bring appropriate evidence of 33. appointment as a representative in accordance with the Constitution of the Company. Attorneys are requested to bring a copy of the Power of Attorney pursuant to which they are appointed. Proof of identity will also be required for corporate representatives and attorneys.

27505

Ramelius Resources Limited

ABN 51 001 717 540

RAMELIUS

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All correspondence to:

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Abstain*

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9615 5970 Facsimile 61 8 8236 2305 www.computershare.com

Individual/Sole Director and Sole Company Secretary

Contact Name

Director

Director/Company Secretary

Contact Daytime Telephone

$\overline{I}$ Date

RMS

How to complete the Proxy Form

$\blacksquare$ Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• indicate that you wish to appoint a second proxy by marking the box. $(a)$
• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities $(b)$ applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• return both forms together in the same envelope. $(c)$

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you havenot previously lodged this document for notation, please attach a certified photocopy of the Power of Attorneyto 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 bythat person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have aCompany Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Directorjointly with either another Director or a Company Secretary. Please indicate the office held by signing in theappropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 11.00 am on 21 November 2003. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

by posting or facsimile to Ramelius Resources Limited share registry at the address opposite, or

by facsimile or delivery to the Registered Office of Ramelius Resources Limited being $(08)$ 8373 5933 140 Greenhill Road

UNLEY SA 5061

Ramellus Resources Limited share registry Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Facsimile 61 8 8236 2305