RAMELIUS RESOURCES LIMITED — Annual Report 2015

Oct 22, 2015

23 October 2015 For Immediate Release

2015 Annual Report, Notice of Annual General Meeting and Proxy Form

Attached is an electronic copy of the Ramelius Resources Limited 2015 Annual Report together with the Notice of Annual General Meeting and Proxy Form which are being sent to shareholders today.

23 October 2015

ISSUED CAPITAL

Ordinary Shares: 473M

DIRECTORS

NON-EXECUTIVE CHAIRMAN: Robert Kennedy NON-EXECUTIVE DIRECTORS: Kevin Lines Michael Bohm MANAGING DIRECTOR: Mark Zeptner

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

RAMELIUS RESOURCES LIMITED

Registered Office

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

Operations Office

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

Dom Francese Company Secretary

Ramelius Resources Limited

2015 Annual Report

In 2015 Ramelius returned to profit, recording a profit before tax of \$20.5 million, a significant turnaround from last year.

Contents

Chairman's Report	1
Chief Executive Officer's Report	5
Review of Operations	6
Glossary of Terms	27
Native Title Statement	31
Sustainability Statement	32
Diversity Statement	33
Corporate Governance Statement	34
Annual Financial Report	35
- Directors' Report	36
- Auditor's Independence Declaration	55
- Income Statement	56
- Statement of Comprehensive Income	57
- Statement of Financial Position	58
- Statement of Changes in Equity	59
- Statement of Cash Flows	60
- Notes to the Financial Statements	61
- Directors' Declaration	106
- Independent Auditor's Report	107
Shareholder Information	110
Corporate Directory	(Back Cover)

RAMELIUS RESOURCES LIMITED

ACN 001 717 540 ABN 51 001 717 540

ANNUAL GENERAL MEETING

The Annual General Meeting of Ramelius Resources Limited will be held at Australian Institute of Management SA, Centre for Management Development, 180 Port Road Hindmarsh South Australia 5007 on Thursday 26 November 2015 at 11.00 am Adelaide time.

STOCK EXCHANGE

The Company is listed on the Australian Securities Exchange Limited.

ASX CODE Shares: RMS

COVER IMAGE Mars open pit blasting at Mt Magnet RIGHT Saturn Pit – Mt Magnet

Chairman's Report

Dear fellow shareholders,

On behalf of the Board of Directors, I present to you the 2015 Annual Report of Ramelius Resources Limited.

It is my pleasure to report that in 2015 Ramelius returned to profit, recording a profit before tax of \$20.5 million, a significant turnaround from last year's \$102.5 million loss. Net profit after tax was \$16.3 million compared to a loss of \$85.5 million in the prior year. The result reflects significant measures taken by your Company to cut costs and improve operating efficiencies at the Mt Magnet gold project.

Industry conditions during 2014/15 continued to be difficult with ongoing market volatility and low sentiment for gold producers. However the depreciation of the Australian dollar resulted in an improvement in the gold price which commenced the financial year at A\$1,396 per ounce and rose to A\$1,521 per ounce at 30 June 2015.

Cash generated from gold sales during the year was \$129.9 million from 88,706 ounces of gold compared to \$130.4 million from 92,830 ounces of gold in 2013/14. Ramelius achieved an average gold sales price of \$1,464 per ounce for 2014/15 compared to \$1,404 per ounce in the previous year.

Mining activities during the year focussed on the Mt Magnet Gold Project where the cutback operation on the Galaxy pits (Saturn and Mars) accessed the high grade ore zones below the base of the historic open pits and the commencement in January 2015 of the Perseverance open pit cutback.

After preliminary surface preparation works from March 2015, the decline at the Vivien gold mine was commenced in May 2015 which will enable Ramelius to access the high grade underground gold deposit over a 3 year period.

In June 2015 the Company also commenced open pit mining at the Kathleen Valley gold mine. This development consists of 3 shallow high grade gold deposits with first ore and gold production expected in the first half of 2015/16.

The new Vivien and Kathleen Valley mining operations represent an exciting phase for your Company in its quest to leverage off the economies of scale presented by the processing capacity at Mt Magnet where the high grade gold ore from these projects will be processed.

After placing the Burbanks Mill near Coolgardie in Western Australia on care and maintenance, ongoing milling activities were centred at the Company's 'Checkers' processing plant, located at Mt Magnet in Western Australia which processed approximately 1.63 million tonnes of ore at a recovered average grade of 1.55g/t to produce 81,683 ounces of fine gold. This represented a significant increase on the 73,980 ounces of gold produced in 2013/14 from 1.60 million tonnes of ore at a recovered average grade of 1.43g/t.

Despite the Company's mining activities and gold production during the financial year, Ramelius maintained its Mineral Resource and Ore Reserve gold ounces position with the following estimates reported as at 30 June 2015.

• Total Mineral Resources of 28.152 million tonnes at 2.5g/t for 2,227,000 ounces of gold (2014: 28.702 million tonnes at 2.4g/t for 2,250,000 ounces of gold); and
• Total Ore Reserves of 4.854 million tonnes at 2.7g/t for 424,000 ounces of gold (2014: 5.579 million tonnes @ 2.4g/t for 427,000 ounces of gold).

Your directors continue to look for new opportunities to build on the Company's strategy of securing high yielding positive cash flow projects.

Chairman's Report

Ramelius continued exploration activities during the year. Exciting high grade gold mineralisation was intersected at the Company's Blackmans gold project located only 30km north of Mt Magnet. A maiden Mineral Resource was announced for Blackmans in June 2015. The Mineral Resource at 30 June 2015 for Blackmans was estimated as 457,000 tonnes at 2.6g/t for 38,000 ounces of gold.

Exploration activities were also carried out at a number of other exploration projects as follows.

• Coogee gold project located 100km southeast of Kalgoorlie in Western Australia;
• Fraser Range gold and copper-nickel project in Western Australia;
• Kathleen Valley and Vivien Gem gold projects near Leinster in Western Australia;
• Condobolin joint venture gold project in New South Wales where Ramelius is earning an 80% interest;
• Tomalla gold project in New South Wales where Ramelius has an option to acquire an 80% interest;
• Moonlight Creek gold project in Queensland; and
• Tanami joint venture gold project in the Northern Territory where Ramelius has earned an 85% interest.

On 1 July 2015 Mr Mark Zeptner was appointed Managing Director. Your directors have every confidence that Mark will steer Ramelius forward to become a successful long term gold producer.

Your directors continue to look for new opportunities to build on the Company's strategy of securing high yielding positive cash flow projects.

I thank our dedicated team of employees for their continued efforts during the year and I thank all shareholders for your continued support.

BOB KENNEDY Chairman

The 2015 year has been an excellent turnaround story and the Company looks forward to consolidating those gains in 2016, with increased cash flow generation and expansion of the current three to four year mine life.

Managing Director's Report

Dear Shareholders,

During the first half of 2014-15 your Company again endured challenging conditions for the gold industry but importantly was able to make significant gains in the second half that has re-positioned the Company as it looks forward to an exciting year ahead.

As we know, the A\$ gold price took a sharp turn for the better in the New Year and the Company has enjoyed spot gold prices generally in excess of A\$1,500 per ounce in the second half. The end of the mining boom in Western Australian has also allowed Ramelius to reduce some of its cost base during the year, whereby labour rates have been frozen or reduced and suppliers have been typically delivering savings of up to 20%. The end result has been a substantial increase in bottom line cash reserves, up over 100%, from the previous year.

In the first quarter of the year, Ramelius completed the acquisitions of the Vivien (1 July 2014) and Kathleen Valley (1 September 2014) gold projects, made possible by a capital raising commenced in June 2014 that brought in approximately A\$4M.

The Company's flagship operation, the Mt Magnet Gold Mine, produced 81,683 ounces for the year as mining, at both the Saturn and Mars open pits, proceeded past the base of the original pits and onto new depths. Previous mechanical issues with the Checker gold mill appear well in the past now and the plant delivered a full year unit operating cost of approximately A\$20 per tonne, a testament to the team in place and how the plant is being run.

In January 2015, the Company commenced the Perseverance ("Percy") open pit to ensure an overlap with the Saturn and Mars pits that are due for completion early in the 2016 financial year. By the end of the financial year the Percy pit was some 35 metres below surface level.

Successful completion of a finance facility with the Commonwealth Bank of Australia paved the way for commencement of both Vivien and Kathleen Valley in the final quarter of the year. The A\$10M facility is designed to ensure that the development of Vivien is fully funded, even at much lower gold prices, and whilst it remains undrawn, this leaves the Company well placed with no corporate debt. Additionally, Ramelius entered into its first forward gold sales programs, with orders placed in February and May 2015 for a total of 86,689 ounces at an average gold price of A\$,1570 per ounce. This amount represents around 40% of expected total gold production.

Greenfields exploration work focused on the new Tanami JV in the Northern Territory with junior explorer Tychean Resources Limited. Geochemical anomalism was encountered on the Suplejack tenement whilst good progress was made towards exploration licence granting for the key Highland Rocks tenements. Some brownfields exploration drilling was carried out at Mt Magnet, Kathleen Valley, Vivien and Coogee and this will be the subject of an increased focus in the coming year.

The 2015 year has been an excellent turnaround story and the Company looks forward to consolidating those gains in 2016, with increased cash flow generation and expansion of the current three to four year mine life. Resource conversion will be a key component of this strategy, with significant upside at our disposal.

I would like to thank the Board and staff for their support and ongoing efforts during the year, especially the Mt Magnet team who have met every guidance target set for them, and look forward to an even bigger year for Ramelius in 2016 – as Australia's next 100,000 ounce p.a. gold producer!

MARK ZEPTNER Managing Director

Financial Summary

• Return to profit with a profit after tax of \$16.1 million (up from a loss of \$85.5 million in 2014)
• Sales Revenue of \$131.9 million (down from \$133.0 million in 2014)
• Gold sales of \$129.9 million (down from 130.4 million in 2014)
• Cash flow from operating activities of \$45.8 million (up from a \$6.6 million deficit in 2014)
• Cash assets (excluding gold on hand) at 30 June 2015 of \$32.4 million (up from \$12.4 million in 2014)
• Undrawn finance facility at year end of \$10 million
• Forward gold sales at 30 June 2015 of 79,271 ounces of gold at an average price of A\$1,570 per ounce

Total consolidated profit before tax for the year ended 30 June 2015 was \$20.5 million compared to a loss before income tax of \$102.6 million in the previous corresponding period.

Revenue from gold sales during the year was \$129.9 million from the sale of 88,706 ounces of gold at an average gold price of A\$1,464 per ounce compared to 92,830 ounces at an average price of A\$1,404 per ounce. Although a lower quantity of gold was sold during the financial year, a higher average gold price resulted in gold sales revenue being similar to the prior year.

Total cash flow generated from operating activities during the year was substantially higher at \$45.8 million compared to \$6.6 million in the previous year. Total net assets increased during the year from \$12.4 million to \$32.4 million. At 30 June 2015 the consolidated entity held cash assets of \$32.4 million (excluding gold on hand).

In May 2015, Ramelius secured a standby finance facility of \$10 million with the Commonwealth Bank of Australia which remained undrawn at the end of the financial year. Leading up to and in conjunction with the finance facility, Ramelius entered into two tranches of forward gold sales and after delivery of 7,518 ounces of gold to 30 June 2015, the Company had a total forward gold sales program for 79,271 ounces of gold at an average gold price of A\$1,570 per ounce for delivery during the period to March 2017.

Operational Summary

• Total of 86,653 ounces of fine gold produced during the financial year
• Saturn and Mars open pit cutbacks at Mt Magnet reached base of historic pits, accessing higher ore grades
• Commenced Perseverance open pit cutback at Mt Magnet (January 2015)
• Commenced Vivien underground and Kathleen Valley open pit gold mines (May 2015)
• Successfully drilled Blackmans project leading to maiden mineral resource estimate
• Burbanks mill placed on care and maintenance (December 2014)

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Figure 1: Project Locations

The Mt Magnet gold mine was Ramelius' core operation for the 2015 financial year. The Burbanks mill was operated for 4 months on stockpiled ore before being placed on care and maintenance. Two new operations, the Vivien and Kathleen Valley gold mines commenced at the end of the year.

		2014/15
Operation	Dry Tonnes Milled	Head Grade (g/t)	Recovery %	Fine Gold Produced*	Fine Gold Produced
Mt Magnet	1,633,417	1.67	92.01	81,683	73,980
Burbanks**	32,135	3.08	94.82	4,970	18,907
Total production	1,665,552	1.70	92.06	86,653	92,887

Total fine gold production for the year was 86,653 ounces (refer Table 1).

* Calculation difference relates to timing between gold production which includes gold in circuit and fine gold outturned. ** Fine gold produced for Burbanks includes additional gold recovered from mill shutdown.

Table 1: Total Gold Production

OPERATIONS

Mt Magnet Gold Mine

The Mt Magnet Gold Mine is located 600km NE of Perth. Mt Magnet consists of numerous deposits, situated on granted mining leases, covering a total area of 225km². Mt Magnet has produced 5.8 million ounces of gold since its discovery in 1891. The Hill 50 underground mine was the major producer until 2007 and was mined to 1,500 metres below surface. Gold is primarily associated with a number of Banded Iron Formation (BIF) units that occur within a typical greenstone stratigraphy of mafic and ultramafic units. In addition, a number of felsic volcanic rocks intrude the sequence. Mineralisation tends to be concentrated in BIF units associated with cross-cutting north-east faults and also occurs when associated with felsic intrusives and structurally controlled breccia zones.

During the 2015 financial year the Mt Magnet operation continued to lift production as the Galaxy cutback pits continued and grades improved. The June 2015 quarter production was impacted by lower availability of high grade ore and mill reline activities; however production is expected to quickly rebound and improve further during the 2015/16 year.

Figure 2: Mt Magnet production by quarter

Mining continued throughout the year at the Saturn and Mars pits. The Mars pit cutback reached the depth of the previously mined pit in the September 2014 quarter, exposing higher grade ore. Both Saturn and Mars pits produced their best ore since commencement, with total high grade ore mined of 1,131,355t at 1.80 g/t versus 1,110,490t at 1.53 g/t in 2013/14. Mining at the base of the pits slowed toward the end of the year with the use of internal cutbacks requiring narrower, steeper ramps and smaller 50t trucks. The pits will be completed early in the 2015/16 year.

In January 2015 the Perseverance (Percy) pit cutback commenced. Percy is located at the top of the Hill 50 and Perseverance BIF lodes, which hosted the historic Hill 50 underground mine. The cutback will take two years to complete and will provide the major ore source for Mt Magnet for the

2016 financial year. Mining at Percy has progressed rapidly in the upper oxide zones with significant amounts of free digging available. Waste was short-hauled and tipped into the adjacent historic Jupiter open pit.

Figure 3: Perseverance pit 3D section

Mill production was 1.63 million dry tonnes. Oxide blend material was sourced from low grade stockpiles and subsequent to January 2015, also Percy oxide ore. Mill head grade was 1.67 g/t Au for 81,683 poured ounces and gold recovery was 92.5%. Major SAG mill relines were completed in September 2014 and June 2015.

Burbanks

The Company's gold treatment plant at Burbanks, located near Coolgardie, processed the remaining stockpile of Coogee open pit ore and then toll treated third party ore until early November 2014. A shutdown clean-up programme was carried out over approximately four weeks. Gold production relating to draw down of gold in circuit stocks and mill clean-up amounted to 1,006 ounces. The mill was then placed on care and maintenance. The quantity of ore treated at Burbanks for the year totalled 32,189 t @ 3.08 g/t Au for 4,970 poured ounces.

In July 2015, Ramelius entered into an agreement to lease the mill for a 12 month period to Kidman Resources Ltd for its neighbouring Burbanks Mining project.

DEVELOPMENT PROJECTS

Vivien Gold Project

Board approval for the Vivien underground commencement was obtained in May 2015 and the project commenced immediately. During the year activity consisted of tendering and selection of preferred contractors, revision of project economics, implementation of a project Finance Facility and preliminary surface works.

Ramelius' 2014 Bankable Feasibility Study (BFS) resulted in a Total Mining Inventory of 451,000 tonnes at 7.6 g/t Au for 109,000 ounces over a period of 30 months, after 8 months of underground development. The Total Mining Inventory is based on the Ore Reserve and a small proportion of Inferred Mineral Resources. Tendering and selection of contractors led to a number of cost savings, compared to the 2014 BFS, and revised Vivien economics now predict an AISC of A\$990 per ounce and a net cash flow of A\$31.4M at a gold price of A\$1,450 per ounce.

In March 2015, Ramelius commenced preliminary surface works to prepare the project for full mining start-up. These works included construction of an 8km dewatering pipeline to the Agnew gold mine, commencement of pit dewatering, surface site setup works and a partial open pit cutback to expose the portal position. The pit cutback involves a 100,000m³ trim of the east side of the pit to access portal, vent fan and escape way locations in competent fresh rock on the south-east wall.

Upon full project approval in May 2015, PYBAR Mining Services were mobilised to site and underground operations commenced. As at 30 June 2015, the decline had progressed 53 metres and was fully within fresh, competent dolerite host rock.

Figure 4: Vivien decline portal

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Figure 5: Vivien underground layout - 3D long section

Kathleen Valley Gold Project

Acquisition of the Kathleen Valley Gold project was completed in September 2014. An infill RC drilling programme was carried out in November 2014. Drilling confirmed previous resources and upgraded some resource areas. The resource block model was updated and open pit mine design work commenced. A Pre-Feasibility Study was subsequently completed and a maiden Ore Reserve generated and announced, using a A\$1,400 per ounce gold price which was consistent with Ore Reserve gold price assumptions used at Mt Magnet. Two open pits, Mossbecker and Yellow Aster, were designed and are expected to produce a total of 408,000t @ 4.2 g/t for 55,000 oz of gold.

Environmental and permitting approvals were also progressed and were received in May 2015. Board approval was given the same month and development of the project commenced immediately.

By the end of the financial year, key contracts had been awarded, to WATPAC Civil & Mining Pty Ltd for mining and MLG OZ Pty Ltd for ore haulage. Key personnel were appointed and construction of offices, fuel facility, workshop, dewatering dams, pipelines & explosives magazine completed. The mining contractor and equipment were mobilised to site with clearing and road construction underway. An initial RC grade control programme was completed and blasting and waste mining commenced.

Shortly after the end of the financial year, ore mining commenced. Grade control results are confirming reserve expectations and ore haulage to Mt Magnet and milling of ore commenced in mid-August 2015.

Figure 6: Mining at Mossbecker pit

Blackmans Gold Project

Blackmans is located 30km north of Mt Magnet. Gold mineralisation at Blackmans extends over at least 350m of strike and is associated with a number of sub-parallel, steeply west dipping quartzsulphide lodes developed within high magnesium basalt host rocks. Lodes are generally 2-5m wide, from 10-20m below surface and vary between 60 and 300m in strike length. The lodes are overlain by transported laterite cover of 8-12m thickness, which contains a flat lying 2-5m thick, enriched gold zone near the base.

After encouraging RC drilling programmes completed in December 2014 and February 2015, Ramelius announced a maiden Mineral Resource in June 2015, that was subsequently updated in September 2015 and contained;

Resource Category	Tonnes	Grade	Au (oz)
Indicated	336,000	2.6	28,000
Inferred	121,000	2.6	10,000
Total	457,000	2.6	38,000

Table 2: Blackmans Mineral Resource (>1.0g/t)
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Initial scoping suggests a viable open pit operation. Further mining and environmental studies and permitting processes are required and will be progressed during the remainder of 2015.

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		Measured			Indicated			Inferred			Total Resource
Deposit	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au
	('000s)	g/t	Oz	('000s)	g/t	Oz	('000s)	g/t	Oz	('000s)	g/t	Oz
Galaxy	823	1.5	40,000	6,318	1.9	393,000	4,436	1.3	180,000	11,577	1.6	613,000
Morning Star				1,765	1.8	103,000	4	1.4	-	1,770	1.8	103,000
Total major deposits	823	1.5	40,000	8,084	1.9	496,000	4,441	1.3	180,000	13,347	1.7	716,000
Bartus Group	49	2.2	4,000	115	2.1	8,000	238	1.6	12,000	402	1.8	24,000
Blackmans				336	2.6	28,000	121	2.6	10,000	457	2.6	38,000
Boomer				1,194	1.8	68,000	786	1.0	26,000	1,980	1.5	94,000
Britannia Well				179	2.0	12,000				179	2.0	12,000
Bullocks				202	3.3	21,000	40	2.5	3,000	242	3.2	25,000
Eastern Jaspilite	146	2.2	10,000	121	2.8	11,000	134	2.5	11,000	401	2.4	32,000
Eclipse				167	2.2	12,000	41	2.1	3,000	208	2.1	14,000
Golden Stream				154	2.9	14,000	7	1.7	-	160	2.8	15,000
Hill 60							309	4.6	46,000	309	4.6	46,000
Lone Pine	199	2.5	16,000	277	1.7	15,000	147	1.7	8,000	623	1.9	38,000
O'Meara Group				231	2.5	18,000	151	1.5	7,000	383	2.1	26,000
Shannon	94	2.5	8,000	35	2.5	3,000	42	2.6	3,000	170	2.5	14,000
Spearmont - Galtee				25	2.9	2,000	207	4.3	28,000	232	4.1	31,000
Stellar	160	2.1	11,000	87	1.9	5,000	59	1.8	3,000	306	2.0	19,000
Welcome - Baxter	222	1.6	11,000	276	1.6	15,000	198	1.8	11,000	696	1.7	37,000
Total satellite deposits	869	2.1	60,000	3,399	2.1	232,000	2,480	2.1	171,000	6,748	2.1	463,000
Hill 50 Deeps	279	5.5	49,000	932	7.0	209,000	396	6.4	81,000	1,607	6.6	339,000
Morning Star Deeps				195	4.2	26,000	334	5.0	53,000	528	4.7	79,000
Saturn UG							1,607	2.5	127,000	1,607	2.5	127,000
St George UG	110	4.9	17,000	149	4.2	20,000	42	4.0	5,000	302	4.4	42,000
Water Tank Hill UG				229	6.6	49,000	89	4.9	14,000	318	6.1	63,000
Total UG deposits	390	5.3	66,000	1,504	6.3	304,000	2,468	3.5	280,000	4,362	4.6	650,000
Mt Magnet Stockpiles	794	0.7	19,000		-	-		-	-	794	0.7	19,000
Mt Magnet Total	2,876	2.0	185,000	12,987	2.5	1,032,000	9,388	2.1	631,000	25,251	2.3	1,848,000
Western Queen South				104	3.6	12,000	81	3.4	9,000	185	3.5	21,000
Coogee				31	3.6	4,000	65	3.3	7,000	96	3.4	11,000
Vivien				499	8.8	141,000	306	4.4	43,000	805	7.1	184,000
Kathleen Valley
Mossbecker				463	4.0	59,000	186	2.3	14,000	650	3.5	73,000
Yellow Aster/Nils D.				205	4.4	29,000	960	2.0	61,000	1,165	2.4	90,000
Non Mt Magnet Total				1,302	5.9	245,000	1,599	2.6	134,000	2,901	4.1	379,000
Total Resources	2,876	2.0	185,000	14,289	2.8	1,277,000	10,987	2.2	765,000	28,152	2.5	2,227,000

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		Proven			Probable			Total Reserve
	Tonnes	Au	Au	Tonnes	Au	Au	Tonnes	Au	Au
	('000s)	g/t	Oz	('000s)	g/t	Oz	('000s)	g/t	Oz
Galaxy Pits
Saturn	21	1.5	1,000	92	2.2	7,000	113	2.1	8,000
Mars	20	1.9	1,000	65	1.7	4,000	84	1.8	5,000
Titan	667	1.4	30,000	483	1.4	21,000	1,150	1.4	51,000
Perseverance				452	2.7	39,000	452	2.7	39,000
Brown Hill				109	2.6	9,000	109	2.6	9,000
Morning Star Cutback
Morning Star				478	2.8	43,000	478	2.8	43,000
Satellite Pits
Boomer				132	2.9	12,000	132	2.9	12,000
Lone Pine				258	1.8	15,000	258	1.8	15,000
O'Meara				46	3.4	5,000	46	3.4	5,000
Golden Stream				95	3.0	9,000	95	3.0	9,000
Underground
Water Tank Hill				176	6.5	37,000	176	6.5	37,000
St George	73	3.6	8,000	86	3.0	8,000	159	3.3	16,000
Stockpiles	794	0.7	19,000				794	0.7	19,000
Mt Magnet Total	1,575	1.2	59,000	2,471	2.6	209,000	4,045	2.1	268,000
Vivien Underground				400	7.9	101,000	400	7.9	101,000
Mossbecker pit				321	4.1	42,000	321	4.1	42,000
Yellow Aster pit				88	4.6	13,000	88	4.6	13,000
Kathleen Valley Total				408	4.2	55,000	408	4.2	55,000
Total Reserves	1,575	1.2	59,000	3,279	3.5	365,000	4,854	2.7	424,000

Note: Figures rounded to nearest 10,000 tonnes, 0.1 g/t and 1,000 ounces. Rounding errors may occur.

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EXPLORATION

Mt Magnet (WA) (Ramelius 100%)

Exploration activity at Mt Magnet during the year continued with alteration mapping and lithostructural re-interpretations culminating in the completion of a 3-D geological model to 1km below surface. The exploration effort focused on modelling the primary north-northeast trending mineralising fluids conduits, including the Hill 50 and Morning Star Structural Corridors (Figure 7). This work led to a series of deeper drill targets associated with mineralised porphyry units south of the Galaxy mine area along the Hill 50 and Morning Star structural corridors.

Figure 7: Aerial photograph layout of the Mt Magnet Gold Project highlighting the prospective Hill 50 and Morning Star structural corridors

Blackmans Gold Project (WA) (Ramelius 100%)

The Company successfully secured the remaining 25% of the Blackmans Mining Lease (ML58/222) to give it 100% equity in the tenement and quickly embarked on programmes of infill exploration RC drilling ahead of announcing a maiden resource in June 2015 (refer Table 5).

Better drill intersections included:

• 9m at 31.9 g/t Au from 41m
• 25m at 7.61 g/t Au from 6m
• 13m at 8.27 g/t Au from 23m and
• 10m at 15.76 g/t Au from 104m

The results were considered sufficiently encouraging to maintain a deeper exploration drilling strategy throughout the financial year.

Kathleen Valley Gold Project (WA) (Ramelius 100%)

The Kathleen Valley Project is situated along the Waroonga Shear which extends northwards from Gold Fields (Australia) +11 million ounce Agnew Gold Operations, 20km west of Leinster in Western Australia.

The Jones Creek Conglomerate (JCG) unit within the Waroonga Shear represents the favourable host rock at both Agnew and Kathleen Valley; albeit facies appear more mafic/ultramafic dominated near Agnew and more felsic/granite dominated at Kathleen Valley.

Limited exploration drill testing was completed during the year (Table 6) ahead of geological modelling of the JCG unit. The modelling is targeting flat lying mineralised structures, analogous to the Genesis-New Holland deposit (+4 million ounces gold) at Agnew. Indications are this mineralisation style is represented in the Boris Lode below the Mossbecker deposit at Kathleen Valley (Figure 8).

Figure 8: Kathleen Valley Boris Lode looking east (LHS) and looking north (RHS) relative to the Mossbecker deposit

Coogee Gold Project (WA) (Ramelius 100%)

A series of reconnaissance Aircore holes were drilled 600m west of the Coogee pit as follow-up to anomalous RC drill hole intersections targeting discrete magnetic anomalies around the now rehabilitated Coogee mine area. Encouraging results up to 23m at 0.38 g/t Au from 42m were returned from the RC drilling (Table 9). Better results from the subsequent Aircore drilling campaigns included 4m at 2.76 g/t Au and 4m at 0.87 g/t Au (Table 10); but the drill results failed to significantly enhance the anomalous area and no further exploration is planned.

Tanami JV (NT) (Ramelius 85%)

During the year, Ramelius earned its 85% equity in the Tanami Joint Venture from Tychean Resources Limited (ASX:TYK). Ramelius spent \$500,000 to earn its equity and continues to sole fund exploration through to any decision to mine.

The package of joint venture tenements extends over 1,700km2 and is located within 100km radius of Newmont's +20 million ounce Callie Gold mine (Figure 9). Six of the eight ELs await granting.

Figure 9: Tanami JV project location

During the year Ramelius completed reconnaissance RC drilling within the granted Suplejack EL and confirmed a coherent +10ppb gold interface anomaly at the base of the post mineralising Antrim Plateau Volcanics (averaging 60m depth) that overly the prospective Palaeo-proterozoic sediments. Encouragingly the interface anomaly extends over 2km strike. Significant assay results (+9ppb Au) are compiled in Table 7 and presented in Figure 10 below.

Figure 10: Tanami JV project – Suplejack (EL26625) gold in interface anomaly

Vivien Gold Project (WA) (Ramelius 100%)

R

During the year, Ramelius completed a programme of five deeper RC drill holes into Vivien Gem, located 2km north of the Vivien gold mine. The drilling failed to return any significant (>0.5 g/t Au) intersections and no further exploration has been proposed.

Tomalla Option (NSW)

(Ramelius Option to Acquire 85%)

Ramelius completed two due diligence diamond holes into an intrusive related gold (IRG) target at Tomalla, in northern NSW, but failed to confirm the historical anomalous intersections being targeted (Table 8). No further exploration is planned.

Fraser Range (WA) (Ramelius 100%)

Ramelius completed a single diamond drill hole into a coincident magnetic and gravity anomaly within the Fraser Range project. The drilling failed to return any anomalous gold or base metal results. No further exploration is planned.

Condobolin JV Project (NSW)

(Ramelius earning 80%)

Ramelius completed a detailed 3D IP survey over the large low sulphidation epithermal vein field at Condobolin late in the financial year (Figure 11).

Ramelius has the right to earn 80% in the Condobolin Project from Clancy Exploration (ASX:CLY) by spending \$2 million within four years.

R

Figure 11: Condobolin JV project anomalous drill hole summary

Moonlight Creek Project (QLD) (Ramelius 100%)

The Company surrendered its Moonlight Creek EPM in north Queensland after failing to intersect any anomalous gold mineralisation from its drill hole targeting an IRG reversely polarised magnetic anomaly.

Ramelius' 100% owned portfolio of north Queensland EPMs (Auburn, Eungella and Yandan) were granted between December 2014 and March 2015. Data compilation and target selection continues.

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

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

Table 5: Anomalous (>0.5 g/t Au) RC drilling data within Blackmans (Mount Magnet) – WA
Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
BMRC0012	582769	6924975	090/-60	441	84	6	8	2	0.71
						11	15	4	0.60
						18	21	3	0.96
						36	37	1	2.41
						40	55	15	2.50
					Incl.	48	49	1	17.6
BMRC0013	582760	6925025	090/-62	441	114	31	35	4	3.89
					Incl.	33	34	1	12.9
						45	46	1	2.75
						49	51	2	0.65
						55	56	1	0.52
						60	61	1	0.51
						69	73	4	4.01
						81	95	14	4.78
					Incl.	81	82	1	46.5
						102	103	1	0.70
						108	109	1	0.50
BMRC0014	582781	6925025	090/-55	441	54	8	10	2	1.10
						16	23	7	0.57
						28	30	2	2.13
						34	36	2	3.80
						41	42	1	0.59
BMRC0015	582753	6925075	090/-60	441	60	6	13	7	0.56
						20 42	21 43	1 1	0.52 0.80
						53	55	2	2.68
BMRC0016	582776	6925075	090/-60	441	78	8	18	10	0.73
						41	43	2	0.64
						59	77	18	2.44
					Incl.	60	61	1	18.7
					+	74	75	1	12.7
BMRC0017	582795	6925075	090/-60	441	42	7	12	5	1.33
						17	18	1	1.32
					Incl.	23 23	36 25	13 2	8.27 32.8
					+	34	35	1	15.8
BMRC0018	582740	6925025	090/-60	441	90	6	9	3	2.58
						37	38	1	0.85
						45	50	5	1.20
						57	61	4	0.81
BMRC0019	582772	6924999	090/-58	441	84	6	7	1	0.75
						10	13	3	2.13
						31	42	11	1.74
						56	57	1	5.29
BMRC0020	582722	6924825	090/-60	441	60	3 12	5 17	2 5	0.61 4.65
					Incl.	13	15	2	10.3
						28	29	1	4.96
						39	40	1	2.82
						44	45	1	0.85
BMRC0021	582723	6924850	090/-60	441	54	3	6	3	1.31
						17	18	1	2.90
						38	44	6	0.78

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
BMRC0022	582734	6924875	090/-60	441	42	3	8	5	3.87
					Incl.	5	6	1	14.7
						11	12	1	0.90
						35	42	7	1.07
BMRC0023	582724	6924875	090/-60	441	60	3	6	3	2.64
						11	12	1	0.68
						22	23	1	1.29
						49	50	1	3.90
BMRC0024	582764	6924937	090/-60	441	72	19	21	2	1.03
						25	27	2	4.27
						35	41	6	1.05
						50	51	1	0.89
						61	62	1	0.95
BMRC0025	582725	6924925	090/-60	441	72	4	6	2	1.78
						9	17	8	0.69
						20	21	1	1.44
						32	39	7	2.86
					Incl.	32 43	33 44	1 1	11.60 2.16
BMRC0026	582774	6924949	090/-61	441	60	5	21	16	1.23
						38	42	4	15.51
					Incl.	38	40	2	30.20
BMRC0027	582778	6924974	090/-60	441	54	7	13	6	0.55
						18	19	1	0.61
						24	25	1	1.15
						39	40	1	0.81
BMRC0028	582758	6924975	090/-61	441	86	5	6	1	0.58
						35	38	3	18.50
					Incl.	35	36	1	43.80
						46	47	1	0.51
					Incl.	54 54	60 55	6 1	2.24 9.72
						63	71	8	4.45
					Incl.	64	65	1	28.40
BMRC0029	582789	6924999	090/-60	441	54	6	8	2	1.18
						15	18	3	0.80
						22	23	1	0.79
						30	31	1	1.91
BMRC0030	582770	6925024	090/-60	441	84	12	15	3	1.04
						19	20	1	0.56
						34	35	1	0.84
						42	44	2	2.05
						48	51	3	1.68
					Incl.	54 55	57 56	3 1	12.03 25.90
						60	61	1	0.55
						67	73	6	0.43
BMRC0031	582782	6925049	090/-60	441	72	17	21	4	1.42
						28	29	1	1.19
						36	38	2	2.83
						42	44	2	1.61
						50	54	4	2.64
						60	61	1	1.72

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
BMRC0032	582787	6925074	090/-60	441	72	7	11	4	2.12
						23	24	1	0.70
						32	33	1	0.55
						40	49	9	3.41
					Incl.	46	47	1	23.10
						54	55	1	0.72
						60	67	7	0.66
BMRC0033	582803	6925074	090/-60	441	42	6	17	11	3.17
					Incl.	15	16	1	8.36
BMRC0034	582736	6924825	090/-60	441	36	2	4	2	0.85
						12	13	1	1.01
						23	25	2	4.77
					Incl.	23	24	1	8.91
BMRC0035	582746	6924875	090/-60	441	18	4	6	2	2.46
BMRC0036	582760	6924875	090/-60	441	14	3	7	4	2.50
BMRC0037	582722	6924937	090/-60	441	72	4	7	3	1.14
						19	24	5	10.04
					Incl.	19	20	1	38.20
						30	31	1	0.89
						34	47	13	2.31
						35	36	1	15.80
						63	64	1	0.60
BMRC0038	582790	6924974	090/-60	441	36	5	6	1	1.46
						17	18	1	1.28
BMRC0039	582801	6925049	090/-60	441	30	6	12	6	2.83
						18	21	3	0.76
BMRC0040	582773	6924874	090/-60	441	18	4	6	2	2.59
BMRC0041	582764	6925062	090/-60	441	138	7	10	3	1.24
						20	29	9	0.78
						53	55	2	0.68
						67	68	1	0.57
						83	84	1	12.90
BMRC0042	582738	6924937	090/-60	441	126	4	6	2	0.89
						18	19	1	1.54
						36	37	1	0.53
						44	45	1	0.60
						56	57	1	0.53
						82	83	1	7.18
						87	88	1	0.73
BMRC0043	582735	6924975	090/-60	441	131	6	8	2	3.22
						11	12	1	0.52
						19	21	2	0.88
						24	25	1	8.52
						30	43	13	0.55
						88	89	1	0.50
						103	108	5	5.46
					Incl.	104	105	1	18.20

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
BMRC0044	582725	6925024	090/-60	441	160	7	9	2	0.83
						67	68	1	1.14
						85	87	2	1.72
						91	93	2	4.15
						116	120	4	2.62
					Incl.	119	120	1	8.74
						133	134	1	1.68
						137	138	1	3.05
						141	148	7	0.87
BMRC0045	582804	6925099	090/-60	441	42	7	11	4	1.57
BMRC0046	582796	6925087	090/-60	441	42	7 23	19 32	12 9	1.29 0.64
BMRC0047	582750	6925087	090/-60	441	126	7	10	3	0.96
						38	47	9	1.54
						71	72	1	1.99
						75	76	1	1.74
						84	85	1	2.76
						91	94	3	1.61
						98	100	2	16.04
					Incl.	99	100	1	31.20
						106	108	2	4.27
						112	113	1	1.07
BMRC0048	582708	6924950	090/-59	440	156	57	58	1	0.95
						63	73	10	3.81
					Incl.	70	71	1	23.8
						80	81	1	0.61
						117	118	1	3.67
						131	132	1	0.55
						144	145	1	2.50
BMRC0049	582699	6924985	088/-65	440	180	117	119	2	1.15
						155	158	3	1.55
BMRC0050	582700	6925019	088/-60	440	54			Hole	Abandoned
BMRC0051	582715	6925100	088/-61	440	150				NSR
BMRC0052	582725	6925064	081/-61	440	174	143	145	2	4.18
						152	153	1	0.60
BMRC0053	582714	6925019	081/-62	440	210	88	89	1	0.56
						92	93	1	0.51
						97	98	1	0.82
						104	114	10	15.76
					Incl.	107	110	3	48.46
						120	121	1	0.75
						138	139	1	1.01
						153	154	1	1.33
						160	161	1	2.10
						164	165	1	0.55

Reported significant gold assay intersections (using a 0.5 g/t Au lower cut) are reported using 1m downhole intervals at plus 0.5 g/t gold. Gold determination was by Fire Assay using a 50gm charge with AAS finishes and a lower limit of detection of 0.01 ppm Au. NSR denotes no significant results. True widths are 65% of the reported downhole intersections. Coordinates are MGA94-Z50

THE ONE ONE OF THE REAL TELESCOPE

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
KVRC0013	259861	6955093	075/-60	400	174	13	14	1	0.57
						78	85	7	0.99
						93	94	1	0.75
						100	101	1	0.91
KVRC0015	259992	6954744	075/-60	400	44	22	26	4	1.01
KVRC0016	259965	6954633	075/-60	400	66	1	2	2	0.64
						7	8	1	0.54
						14	15	1	1.83
						17	21	4	0.68
						39	44	5	2.15
						51	52	1	0.91
						60	61	1	0.94
KVRC0018	259978	6954476	075/-60	400	90	28	29	1	0.60
						56	57	1	0.57
						71	72	1	0.87
						76	77	1	0.79
KVRC0019	259930	6954463	075/-60	400	102	50	51	1	1.33
						88	89	1	1.21
KVRC0020	259882	6954450	075/-60	400	102	37	38	1	0.72
						60	61	1	0.88

Table 6: Anomalous (>0.5 g/t Au) RC drilling data within Kathleen Valley – WA

Reported significant gold assay intersections (using a 0.5 g/t Au lower cut) are reported using 1m downhole intervals at plus 0.5 g/t gold. Gold determination was by Fire Assay using a 50gm charge with AAS finishes and a lower limit of detection of 0.01 ppm Au. NSR denotes no significant results. True widths are unknown. Coordinates are MGA94-Z51

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	ppb Au
SJRC0001	614618	7795389	360/-90	400	102	81	82	1	54
SJRC0003	613302	7796903	360/-90	400	84	70	71	1	24
SJRC0004	612971	7797271	360/-90	400	72	58	60	2	27
SJRC0014	614093	7797557	360/-90	400	90	73	74	1	12
SJRC0019	612782	7797116	360/-90	400	69	60	61	1	11
SJRC0022	613133	7797091	360/-90	400	78	65	66	1	11
SJRC0023	612938	7796931	360/-90	400	69	61	62	1	9
SJRC0029	613947	7796668	360/-90	400	90	81	82	1	15
SJRC0030	614201	7797324	360/-90	400	87	78	79	1	22
SJRC0036	613986	7797793	360/-90	400	81	72	73	1	17
SJRC0042	614302	7797102	360/-90	400	87	77	78	1	9
SJRC0045	614507	7796639	360/-90	400	99	83	85	2	14.5
						88	90	2	45.5
					Incl.	88	89	1	67
						96	97	1	11
SJRC0046	614485	7796079	360/-90	400	93	79	80	1	10
SJRC0047	614753	7797315	360/-90	400	81	75	76	1	14

Table 7: Anomalous (>9 ppb Au) Interface RC drilling data within the Tanami JV - Suplejack – NT

Reported interface gold assay intersections (using a 9ppb Au lower cut) are reported using 1m downhole intervals at plus 9 ppb Au. Gold determination was by Fire Assay, using a 40gm charge with ICP-MS finishes and a lower limit of detection of 1 ppb Au. NSR denotes no significant results. True widths are 100% of downhole intersections along the sub-horizontal unconformity. Coordinates are MGA94-Z52.

		Table 8: Significant (>0.1 g/t Au) RC drilling results within the Tomalla Option Project – NSW

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
TODD0001	362070	6479377	160/-70	950	61.3				NSR
TODD0002	362070	6479377	160/-60	950	198.6	88	99	11	0.18

Reported significant gold assay intersections (using a 0.1 g/t Au lower cut) are reported using 1m downhole intervals at plus 0.1 g/t gold. Gold determination was by Fire Assay using a 40gm charge with AAS finishes and a lower limit of detection of 0.01 ppm Au. NSR denotes no significant results. True widths are unknown. Coordinates are MGA94-Z56

			Table 9: Significant (>0.1 g/t Au) RC drilling results within the Coogee Gold Project – Kambalda WA
--	--	--	-----------------------------------------------------------------------------------------------------	--	--

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
CORC0015	392810	6555453	135/-60	296	65	39	49	10	0.19
CORC0016	292570	6555151	270/-60	296	78	29	35	6	0.62
						42	65	23	0.38
						71	78	7	0.16

Reported significant gold assay intersections (using a 0.1 g/t Au lower cut) are reported using 1m downhole intervals at plus 0.1 g/t gold. Gold determination was by Fire Assay using a 50gm charge with AAS finishes and a lower limit of detection of 0.01 ppm Au. NSR denotes no significant results. True widths are unknown. Coordinates are MGA94-Z51

Hole Id	Easting	Northing	Az/Dip	RL	F/Depth (m)	From (m)	To (m)	Interval (m)	g/t Au
COAC0105	392470	6554377	360/90	295	54	44	48	4	0.32
COAC0107	392188	6554377	360/90	295	42	29	33	4	2.76
COAC0118	392188	6554660	360/90	295	47	40	44	4	0.87
COAC0128	392199	6554527	360/-90	295	60	46	59	13	0.10
COAC0131	392165	6554219	360/-90	295	39	38	39	1	0.40

Table 10: Significant (>0.1g/t Au) Aircore drilling results within the Coogee Gold Project – Kambalda WA

Reported significant gold assay intersections (using a 100 ppb Au lower cut) are reported using 4m down hole composite intervals at plus 100 ppb gold. Composite samples may contain up to 3m of internal dilution. Gold determination was by Fire Assay, using 50gm charges with AAS finishes and a lower limit of detection of 1 ppb Au. NSR denotes no significant results. EOH denotes mineralisation extends to the end of the drill hole. True widths remain unknown. Coordinates are MGA94-Z51.

Glossary of Terms

ADSORPTION:	The attraction of molecules (of gold) in solution to the surface of solid bodies (carbon).
AEROMAGNETICS:	A geophysical technique measuring changes in the earth's magnetic field from an airborne craft.
AIRCORE:	A method of rotary drilling whereby rock chips are recovered by air flow returning inside the drill rods rather than outside, thereby providing usually reliable samples.
ANOMALOUS:	A departure from the expected norm. In mineral exploration this term is generally applied to either geochemical or geophysical values higher or lower than the norm.
ARCHAEAN:	The oldest rocks of the Earth's crust – older than 2,400 million years.
AURIFEROUS:	Gold bearing material.
AUGER:	A screw-like boring or drilling tool for use in clay or soft sediments.
As:	Arsenic.
ASX:	The Australian Securities Exchange Limited (ACN 008 629 691).
AU: AZ:	Gold. Azimuth, a surveying term, the angle of horizontal difference, measured clockwise,
	of a bearing from a standard direction, as from north.
BASE METAL: BCM:	Non precious metal, usually referring to copper, zinc and lead. Bank Cubic Metre. Usually refers to the volume of waste measured in situ.
BERM:	A horizontal bench left in the wall of an open pit to provide stability to the wall.
BIF:	Banded Iron Formation.
BIOTITE:	A mineral of the mica group widely distributed in a variety of rock types.
CALCRETE:	Soil and superficial material cemented by calcium carbonate.
CARBONATE:	A common mineral type consisting of carbonates of calcium, iron and/or
	magnesium.
CHLORITE:	A representative of a group of micaceous greenish minerals which are common in low grade schists and is also is a common mineral associated with hydrothermal ore deposits.
CIL CIRCUIT:	That part of the gold treatment plant where gold is dissolved from the pulverised rock and subsequently adsorbed onto carbon particles from which the gold is ultimately recovered.
COMPANY:	Ramelius Resources Limited (ACN 001 717 540)
CONGLOMERATE:	Rock consisting of rounded or sub-rounded fragments
COSTEAN:	A trench dug through soil to expose the bedrock.
CU:	Copper.
CUT:	A term used when referring to average assays where the grade of a particularly high grade interval is reduced to a lesser value.
DISSEMINATED:	Usually referring to minerals of economic interest scattered or diffused through-out the host rock.
DIP:	The angle at which rock stratum or structure is inclined from the horizontal.
DYKE:	Tabular igneous intrusive cutting the bedding or planar features in the country rock.
EL:	Exploration Licence.
ELA:	Exploration Licence Application.
EM:	Electromagnetic, a geophysical technique used to detect conductive material in the earth.
EOH:	End of Hole.
EPM:	Exploration Permit for Minerals, Queensland State equivalent to an EL
EPMA:	Exploration Permit for Minerals Application
EPITHERMAL	High level (shallow depths – less than 1km deep), low temperature (< 300deg C) hydrothermal (gold) mineralising processes formed in magmatic arc environments (including rifts). Distinquished as low or high sulphidation systems.
FAULT:	A fracture in rocks along which rocks on one side have been moved relative to the rocks on the other.

Glossary of Terms

F.C.I:	Free carried interest.
FELSIC:	Light coloured rock containing an abundance of any of the following: - feldspars,
	felspathoids and silica.
FERRUGINOUS:	Containing iron.
FLITCH:	A Mining Term for the different levels in an open pit.
GEOCHEMICAL EXPLORATION:	Used in this report to describe a prospecting technique, which measures the content
	of certain metals in soils and rocks and defines anomalies for further testing.
GEOPHYSICAL EXPLORATION:	The exploration of an area in which physical properties (e.g. Resistivity, gravity,
	conductivity and magnetic properties) unique to the rocks in the area quantitatively measured by one or more geophysical methods.
g/cc:	grams per cubic centimetre.
G.I.C:	Gold in circuit.
g/t:	grams per tonne, equivalent to parts per million (ppm).
GOSSAN:	The oxidised, near surface part of underlying primary sulphide minerals.
GROSS GOLD ROYALTY:	A royalty payment based on the total amount of product (gold) produced.
GRADE:	g/t – grams per tonne, ppb – part per billion, ppm – parts per million.
GRANITE:	A coarse grained igneous rock consisting of quartz, feldspar and biotite/muscovite
	plus accessory minerals
GRATICULAR BLOCK:	With respect to Exploration Licences, that area of land contained within one minute
	of Latitude and one minute of Longitude.
GRAVITY CIRCUIT:	Part of the Gold Treatment Plant where gold particles are accumulated by virtue of
	their density.
GSWA:	The Geological Survey of Western Australia.
ha:	Hectare.
Hg:	Mercury.
INTERFACE	Low level geochemical sampling medium located at the base of transported
	overburden and the top of the prospective host rock lithologies.
IP:	Induced Polarisation, electrical, ground geophysical exploration technique.
3-D IP:	Three dimensional IP survey, designed to detect trends oblique to the IP survey grid,
	of conventional 2-D surveys grids established orthogonal to the targeted trends.
IRG:	Intrusive related gold mineralised system, associated with vertically zoned (gold and
	base metals), skarned, veined or disseminated, often brecciated within or along
	margins of middle to high level magmatic intrusive rocks, being fractionated
	felsic/granitic plutons
JORC:	The Australasian Code for Reporting of Mineral Resources and Ore Reserves.
km:	kilometre.
KOMATIITE:	An ultramafic rock with high magnesium content extruded from a volcano.
LAG: LATERITE:	A residual deposit remaining after finer particles have been blown away by wind. Highly weathered residual material rich in secondary oxides or iron and/or
	aluminium.
LEACHWELL:	An analytical method.
LODE DEPOSIT:	A vein or other tabular mineral deposit with distinct boundaries.
LOW SULPHIDATION:	Developed from near neutral pH circulating geothermal fluids at shallow levels in a
	rift (gold-silver+adularia rich mineralised veins) or an arc environment (quartz
	sulphides-gold and affinities with magmatic source rocks).
LTI:	Loss Time Injury.
MASSIVE:	Large in mass, having no stratification. Homogeneous structure.
MINERALISED:	Rock impregnated with minerals of economic importance.
M TONNES:	million tonnes.
M:	metre.
MTPA:	million tonnes per annum.
ML:	Mining Lease.
MLA:	Mining Lease Application.

NATIVE TITLE:	Native Title is the recognition in Australian law of Indigenous Australian's rights and interests in land and waters according to their own traditional laws and customs. In June 1992, the High Court of Australia, in the case of Mabo v Queensland (1992) 175 Commonwealth Law Reports 1, overturned the idea that the Australian continent belonged to no one at the time of European's arrival. It recognised for the first time that indigenous Australians may continue to hold native title. Indigenous Australians may now make native title claimant applications seeking recognition
	under Australian law of their native title rights.
NATIVE TITLE TRIBUNAL:	The Native Title Tribunal set up under the Native Title Act 1993.
Ni:	Nickel.
OPEN PIT:	A mine excavation produced by quarrying or other surface earth-moving equipment.
ORE GRADE:	The grade of material that can be (or has been) mined and treated for an economic return.
OVERCALL:	Refers to more metal (gold) being recovered than anticipated.
OXIDISED:	Near surface decomposition by exposure to the atmosphere and groundwater, compare to weathering.
oz:	Troy ounces = 31.103477 grams.
PALAEO:	Ancient or past times
Pb:	lead.
PEDOGENIC:	The development of soil.
PENTLANDITE:	An important ore of nickel (FeNi)9S8
PETROLOGICAL:	Pertains to a study of the origin, distribution, structure and history of rocks.
PERCUSSION DRILLING:	Method of drilling where rock is broken by the hammering action of a bit and the cuttings are carried to the surface by pressurised air returning outside the drill pipe.
Pd:	Palladium.
PL: PLA:	Prospecting Licence. Prospecting Licence Application.
PORPHYRY:	A felsic or sub volcanic rock with larger crystals set in a fine groundmass.
ppb:	parts per billion.
PRIMARY GOLD:	Gold mineralisation that has not been subject to weathering processes, as opposed to
	Secondary Gold.
PROTEROZOIC:	The Precambrian era after Archaean.
Pt:	Platinum.
PYRITE:	A common, pale bronze iron sulphide mineral.
PYRRHOTITE:	An iron sulphide mineral.
QUARTZ:	Mineral species composed of crystalline silica.
RAB DRILLING:	Rotary Air Blast Drilling: Method of drilling in which the cuttings from the bit are carried to the surface by pressurised air returning outside the drill pipe. Most "RAB" drills are very mobile and designed for shallow, low-cost drilling of relatively soft rocks.
RC DRILLING:	Reverse Circulation Drilling: A method of drilling whereby rock chips are recovered by air flow returning inside the drill rods rather than outside, thereby providing usually reliable samples.
REIDEL FAULT:	A slip surface that develops during the early stage of shearing.
REGOLITH:	A layer of fragmented and unconsolidated material that overlies or covers basement.
RESERVE:	The mineable part of a resource to which a tonnage and grade has been assigned according to the JORC code.
RESOURCE:	Mineralisation to which a tonnage and grade has been assigned according to the JORC code.
ROCK CHIP SAMPLE:	A series of rock chips or fragments taken at regular intervals across a rock exposure.
Sb:	Antimony.
SECONDARY GOLD:	Gold mineralisation that has been subject to and usually enriched by weathering processes.

Glossary of Terms

SEDIMENTARY ROCKS:	Rocks formed by deposition of particles carried by air, water or ice.
SHEAR ZONE:	A generally linear zone of stress along which deformation has occurred by
	translation of one part of a rock body relative to another part.
SILICIFIED:	Alteration of a rock by introduction of silica.
STRATIGRAPHY:	The study of formation, composition and correlation of sedimentary rocks.
STRIKE:	The direction of bearing of a bed or layer of rock in the horizontal plane.
SULPHIDES:	Minerals consisting of a chemical combination of sulphur with a metal.
t:	tonnes.
TEM:	Transient Electromagnetic, a geophysical technique used to detect conductive material in the earth.
TOLL TREATMENT:	The treatment of ores where payment is made to the operator of the treatment plant
	according to the amount of material being treated.
TONNE:	32,125 Troy ounces.
TREMOLITE:	A pale coloured amphibole mineral.
ULTRAMAFIC:	An igneous rock comprised chiefly of mafic minerals.
UNCUT:	A term used when referring to average assays where the grade of a particularly high grade interval is not reduced to a lesser value.
VACUUM DRILLING:	A method of rotary drilling where the drill cuttings are recovered inside the drill rods by a vacuum system.

Native Title Statement

Exploration and mining areas held by the Company may be subject to issues associated with Native Title. Whilst it is not appropriate to comment in any detail upon specific negotiations with Native title parties, the directors of Ramelius believe it is important to state the Company's policy and approach to Native Title and dealings with indigenous communities. N

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

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

Understanding and Trust

Ramelius listens to Aboriginal community representatives in order to understand their views and beliefs. Recognising that communities may not be fully appreciative of how the Company's business and industry operates, Ramelius works towards increasing their understanding, respect and trust and to promote the Company's obligations and economic constraints amongst indigenous communities.

Ramelius ensures that its employees and contractors approach the Company's activities at local sites with respect and a clear understanding of important issues and priorities.

Communication and Commitment

Ramelius adopts practical measures to develop trust. Acknowledging that community leaders and representatives have an obligation to consult its people in order to determine their opinions and wishes and that this may often not be achieved as quickly as is desired, Ramelius uses its best endeavours to expedite the process and ensure that its commercial interests are not adversely impacted. R

The Company also uses its best endeavours to ensure reasonable rights of consultation and continued access to land are facilitated and the integrity of land is preserved.

The company is committed to taking appropriate steps to identify and reduce the effects of any unforseen impacts from its activities. T

Tanami Desert landform, Northern Territory

Sustainability Statement

The Ramelius Board of Directors maintains oversight of sustainability issues. Sustainability embraces how Ramelius conducts business and includes workforce occupational health and safety, social responsibility to the general community, minimising business operational impact on the environment and protecting the Company's reputation as a gold producer in Australia.

The following is a summary of how Ramelius deals with sustainability.

Workforce health and safety

Ramelius is committed to providing a healthy and safe environment for all employees and contractors. This is achieved as follows.

• Creating a culture that promotes health and safety in the best interests of all workforce participants.
• Regular site safety meetings which encourage identification of issues and continual improvement.
• Strict mine site entry procedures and requirements including enforcement of a drug and alcohol policy and testing of site personnel.
• Incident investigations and reporting to the Board.
• Documented and regular review of emergency procedures and processes.
• Ongoing staff training.
• Risk management.

Social responsibility

Ramelius endeavours to build and maintain a sustainable and diverse workforce focused on high performance. The Company publically reports to shareholders and investors to ensure they are informed on corporate governance issues and the entity's approach to sustainability matters. The Company's efforts in regards to social responsibility include the following.

• Maintaining and reviewing the Company's diversity policy which encourages a workforce comprised of individuals with diverse backgrounds, experiences, values and skills.
• Encouraging staff training and ongoing professional development.
• Acknowledgement of native title which promotes indigenous regard for land and respect of their culture, traditions and cultural sites.
• Engagement of shareholders and investors through presentations, roadshows and information booths at various industry conferences.
• Encouraging 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; providing security holders with an online voting facility to enable voting through a secure website or mobile device and providing the option to receive and send communications electronically.
• Identification and ongoing management of economic and other business related risks including the maintenance of a risk register.
• Community support through sponsorships and donations

Environmental protection

The Company has policies and procedures in place which aim to protect the environment. Ramelius seeks to comply with legislative requirements and to promote a high regard for the environment in conducting its business. Key areas on which Ramelius focuses to address this important sustainability issue are summarised below.

• Environmental incidence documentation and reporting.
• Addressing biodiversity issues as part of the Company's planning for and conduct of exploration and mining activities including flora and fauna studies, native vegetation recording and disturbed land restoration.
• Conducting environmental impact studies and preparing reports thereon including rehabilitation measures for government assessment as part of the process in seeking approval for proposed mining activities.
• Undertaking appropriate waste product management activities including mine site sewage, tailings and other hazardous materials, dust and general waste.
• Landfill rehabilitation and conducting ongoing restoration wherever possible.
• Maintaining a focus on the efficient use of resources including water and power.
• Implementing water and other resource recycling measures.
• Facilitating environmental pollution audits and reporting.

Diversity Statement

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

Workplace Gender Profile

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

WORKPLACE PROFILE
	Women		Men		Casual			%
	Full time	Part time	Full time	Part time	Women	Men	Total Staff	Women	Men
Board*			4				4		100.0
Senior Executives/KMP's			3				3		100.0
Managers			9	1			10		100.0
Professional Staff	3	1	16				20	20.0	80.0
Technical Staff	2		32				34	5.9	94.1
Community & Personal Service Staff	1		1		1		3	66.7	33.3
Clerical & Administrative Staff	5	1			2		8	100.0
Machinery Operators and Drivers	3		16		1	1	21	19.0	81.0
Other	1		4				5	20.0	80.0
Total	15	2	85	1	4	1	108	19.4	80.6

* Board includes Managing Director

Carol Traynor and Jackie Rotherham at the Vivien Gold Project.

Corporate Governance Statement C

The Board of Directors is responsible for the overall Corporate Governance of the Company including strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting. In discharging this responsibility, the Board seeks to take into account the interests of all key stakeholders of the Company, including shareholders, employees, customers and the broader community.

Ramelius Resources Limited is committed to conducting its business with high standards of ethics and corporate governance in the best interests of all stakeholders.

The 2015 Corporate Governance Statement of Ramelius Resources Limited has been lodged with the Australian Securities Exchange Limited and is publically available from the investors section of the Company's website at www.rameliusresources.com.au

Ramelius Directors left to right: Kevin Lines, Mike Bohm, Bob Kennedy and Mark Zeptner with Dom Francese (CFO/Company Secretary).

Ramelius Resources Limited

2015 Annual Financial Report

The depreciation of the Australian dollar resulted in an improvement in the gold price which commenced the financial year at A\$1,396 per ounce and rose to A\$1,521 per ounce at 30 June 2015.

DIRECTORS' REPORT

Your directors present their report on the consolidated entity consisting of Ramelius Resources Limited and the entities it controlled at the end of, or during, the year ended 30 June 2015. Throughout the report, the entity is referred to as the group.

DIRECTORS

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

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

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

Experience and expertise

Mr Kennedy, a Chartered Accountant, has been non-executive chairman of Ramelius Resources Limited since 2003¹. Mr Kennedy brings to the Board his expertise and extensive experience as chairman and non-executive director of a range of listed public companies in the resources sector.

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

Independence

In assessing Mr Kennedy's independence, the Board (excluding Mr Kennedy), took into account his ability and consistent track record to think and act independently across a wide range of issues. Whilst Mr Kennedy has been appointed to a number of Resource Industry Boards, due to his extensive knowledge of the industry and the companies all operating domestically, the time required across these companies in no way impedes on his dedication to his role as Chairman of the Board. In taking all of these issues into account, the Board (excluding Mr Kennedy), were unanimous in declaring Mr Kennedy as independent.

Other current directorships

Mr Kennedy is a director of ASX listed companies, Tychean Resources Limited (since 2006), Flinders Mines Limited (since December 2001), Maximus Resources Limited (since 2004) and Monax Mining Limited (since 2004).

Former directorships in the last 3 years

Formerly he was a director of Beach Energy Limited (from December 1991 to December 2012), Crestal Petroleum Limited (formerly Tellus Resources Limited) (from December 2013 to February 2015) and Marmota Energy Limited (from April 2006 to April 2015).

Responsibilities

Membership of the Audit Committee and Nomination and Remuneration Committee.

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

Mr Mark William Zeptner BEng (Hons) Mining, MAusIMM, MAICD Managing Director¹

Experience and expertise

Mr Zeptner joined Ramelius Resources Limited on 1 March 2012 as the Chief Operating Officer and was appointed the Chief Executive Officer on 11 June 2014. He has more than 20 years' experience in senior operational and management positions with WMC and Gold Fields Limited at their major gold and nickel assets in Australia and offshore.

Other current directorships

None.

Former directorships in the last 3 years None.

Responsibilities Chief Executive Officer.

1 Mr M W Zeptner was appointed Managing Director effective 1 July 2015.

DIRECTORS' REPORT

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

Non-Executive Director

Experience and expertise

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

Other current directorships

Mr Bohm is a director of ASX-TSX listed company, Perseus Mining Limited (since 2009) and ASX listed Tawana Resources NL (since 2015)

Former directorships in the last 3 years

Mr Bohm was a former director of Herencia Resources plc (2006 to 2013) listed on the Alternative Investment Market of the London Stock Exchange.

Resnonsibilities

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

Kevin James Lines BSc (Geology), MAusIMM

Non-Executive Director

Experience and expertise

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

Other current directorships

None.

Former directorships in the last 3 years

None.

Responsibilities

Chairman of the Audit Committee and the Due Diligence Committee and member of the Nomination and Remuneration Committee.

Ian James Gordon BCom, MAICD

Non-Executive Director¹

Experience and expertise

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

Other current directorships

Mr Gordon is the Managing Director of Flinders Mines Limited.

Former directorships in the last 3 years

None.

Responsibilities

Nil.

1 Mr I J Gordon resigned as Non-Executive Director effective 31 August 2014

DIRECTORS' REPORT

DIRECTORS' MEETINGS

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

Director				Audit and risk	Nomination and remuneration			Due diligence
	Board of directors		committee		committee			committee
	A	B	A		A		A
Mr Robert Michael Kennedy	14	14	4	4	4	4	۰
Mr Ian James Gordon 1			$\overline{a}$	-		$\overline{\phantom{a}}$	-
Mr Kevin James Lines	14	14	4	4	4	4
Mr Michael Andrew Bohm	14	14	4	4	4	4

A Number of meetings attended

B Number of meetings held whilst a director C Number of meetings held whilst a member

1 Mr I J Gordon resigned as Non-Executive Director effective 31 August 2014

DIRECTORS' INTERESTS

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

	Number of		Options over
Director	ordinary shares	Nature of interest	ordinary shares	Nature of interest
Mr R M Kennedy	10,350,789	Indirect	۰	n/a
Mr M W Zeptner	537,500	Direct and Indirect	3,000,000	Direct
Mr K J Lines	1,000,000	Indirect	٠	n/a
Mr M A Bohm	537.000	Direct and indirect	-	n/a

COMPANY SECRETARY

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

Experience and expertise

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

Responsibilities

Chief Financial Officer

PRINCIPAL ACTIVITIES

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

DIRECTORS' REPORT

OPERATING AND FINANCIAL REVIEW

FINANCIAL REVIEW

Sales revenue for the year ended 30 June 2015 decreased by 1% to \$131.9 million compared to \$133.0 million reported in the previous corresponding period, mainly due to:

• lower gold production sold, down 4% to 88,706 ounces compared to 92,830 ounces sold
• lower milling revenue, down 32% to \$1.5 million compared to \$2.2 million
• offset in part by greater average realised gold prices, up 4% from A\$1,404 to A\$1,464, and
• greater silver sales, up 67% from \$0.3 million to \$0.5 million

Sales Revenue Comparison (\$M)

Gross profit (loss)

Gross profit for the year ended 30 June 2015 was \$25.0 million, up from the previous corresponding period gross loss of \$32.7 million, as follows.

Gross profit (loss)		$Jun-15$	$Jun-14$	Movement
Sales revenue	\$M	131.9	133.0	(1.1)
Cash cost of production	\$M	(74.3)	(115.6)	41.3
Cash effect	\$M	57.6	17.4	40.2
Amortisation and depreciation	\$M	(24.7)	(49.8)	25.1
Inventory movements and write-downs	\$M	(7.9)	(0.3)	(7.6)
Gross profit (loss)	\$M	25.0	(32.7)	57.7

Profit (loss)

A profit after income tax was recorded for the year ended 30 June 2015 of \$16.1 million, compared to a loss of \$85.5 million in the previous corresponding period primarily due to improved performance at the Mt Magnet gold project. This was largely driven by cost reductions, an increase in the gold price, offset in part by lower production ounces sold.

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DIRECTORS' REPORT

Tomalla Option (NSW) - Option to acquire 80%

Two diamond drill holes were completed during a 6 month option period at Tomalla, north of Gloucester in northern NSW. The drilling was designed to confirm historical anomalous intersections. Both holes intersected conglomerates and sandstones with variable chlorite to intense silica-sericite alteration and disseminated to veined pyrite, arsenopyrite and pyrrhotite.

Moonlight Creek Gold Project (Qld)

RC drilling at Moonlight Creek failed to intersect any intrusive breccia related gold mineralisation within 300m from surface

Corporate

In August 2014 Ramelius repaid the final 2,984 ounces of gold under its Pre-Pay finance facility with Deutsche Bank. The Company successfully repaid the A\$16M facility over 10 months to return to corporate debt free status.

In September 2014 Ramelius acquired the Kathleen Valley Gold Project tenements and adjacent Kathleen Valley and Mt Harries joint ventures for a total of \$4.05 million.

In February 2015, Ramelius entered into forward gold sales contracts for 47,200 ounces of gold at an average price A\$1,582 per ounce, representing approximately 40% of forecast Mt Magnet production volumes over the next two years.

In May 2015, Ramelius secured a \$10M financing facility with the Commonwealth Bank of Australia which at the date of this report remains undrawn. In conjunction with the finance facility, an additional forward gold sales program was put in place. Combined with earlier forward gold sales, and subsequent to 7,418 ounces delivered up to 30 June 2015, Ramelius will deliver a further 79,271 ounces of gold at an average price of A\$1,570 per ounce to March 2017.

DIVIDENDS

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

STATE OF AFFAIRS

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

SUBSEQUENT EVENTS

Mr Mark William Zeptner was appointed Managing Director of the Company effective 1 July 2015.

In July 2015 Ramelius agreed to lease its Burbanks processing plant to Kidman Resources Limited for a period of one year which may be extended by mutual agreement.

Apart from the above, no matters or circumstances have arisen since 30 June 2015 that have significantly affected, or may significantly affect:

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

FUTURE DEVELOPMENTS

In the 2016 financial year. Ramelius will continue its mining and gold production activities at Mt Magnet by transitioning from the Saturn and Mars pits to the Perseverance pit. Mining activities will continue at both the Kathleen Valley and Vivien Gold Projects with production commencing during the financial year. Exploration activities are mainly expected to be carried out at Kathleen Valley and Mt Magnet where further drilling is planned and on the new greenfields farm-in opportunity in the Tanami region in the Northern Territory.

DIRECTORS' REPORT

ENVIRONMENTAL REGULATIONS AND PERFORMANCE

Regulations

The operations of the group in Australia are subject to environmental regulations under both Commonwealth and State legislation. In the mining industry many activities are regulated by environmental laws as they may have the potential to cause harm and/or otherwise impact upon the environment. Therefore the group conducts its operations under the necessary State Licences and Works Approvals to carry out associated mining activities and operate a processing plant, to process mined resources. The group's licences and works approvals are such that they are subject to audits both internally and externally by the various regulatory authorities. These industry audits provide the group with valuable information in regard to environmental performance and opportunities to further improve systems and processes, which ultimately assist the business in minimising environmental risk.

Reporting

Due to the various licences and works approvals the group holds, annual environmental reporting (for a 12 month period) is a licence and works approval condition. The group did not experience any reportable environmental incidents for the reporting year 2014-2015. Regulatory agencies requiring annual environmental reports are outlined below but are not limited to the following:

• Department of Environment & Regulation (DER);
• Department of Mines & Petroleum (DMP);
• Tenement Condition Report;
• Native Vegetation Clearing Report:
• Mining Rehabilitation Fund (MRF) Levy;
• Department of Water (DoW);
• National Pollution Inventory (NPI): and
• National Greenhouse and Energy Reporting.

Sustainability

The group is committed to environmental performance and sustainability and works closely with the regulatory authorities to achieve this. Where the business can, continuous improvement processes are implemented to improve the operation and environmental performance. The group seeks to build relationships with all stakeholders to ensure that their views and concerns are taken into account in regard to decisions made about our operations, to achieve mutually beneficial outcomes. This includes current operations, future planning and post closure activities.

SHARES UNDER RIGHT

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

Effective date share		Issue price	Number
rights granted	Expiry date	of rights	under right
15 April 2013	15 April 2016	Nil	70.000

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

SHARES UNDER OPTION

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

Date options				Number
granted/issued	Vesting date	Expiry date	Exercise price	under option
16 April 2014*	11 June 2014	11 June 2016	0.199	1,500,000
16 April 2014*	11 June 2015	11 June 2017	0.249	1,500,000
16 April 2014*	11 June 2016	11 June 2018	0.299	1,500,000

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

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

DIRECTORS' REPORT

SHARES ISSUED ON THE EXERCISE OF RIGHTS

The following ordinary shares of Ramelius were issued during the financial year ended 30 June 2015 as a result of the exercise of rights due to the satisfaction of vesting conditions. No amounts are unpaid on any of the shares.

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

SHARES ISSUED ON THE EXERCISE OF OPTIONS

The following ordinary shares of Ramelius were issued during the financial year ended 30 June 2015 as a result of the exercise of options. No amounts are unpaid on any of the shares.

Effective date share		Exercise price	Number of ordinary
option granted	Expiry date	of options	shares issued
1 August 2014	1 August 2015	0.120	148.172

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

Indemnification

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

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

Insurance premiums

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

PROCEEDINGS ON BEHALF OF RAMELIUS

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

NON-AUDIT SERVICES

The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the company and/or the group are important. There were no non-audit services provided by the auditor (Grant Thornton) during the financial year.

AUDITOR INDEPENDENCE

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

DIRECTORS' REPORT

REMUNERATION REPORT

The directors are pleased to present your company's remuneration report which sets out remuneration information for Ramelius' non-executive directors, executive directors and other key management personnel. This remuneration report forms part of the directors' report. It outlines the overall remuneration strategy, framework and practices adopted by Ramelius and its controlled entities for the period 1 July 2014 to 30 June 2015. The remuneration report has been prepared in accordance with Section 300A of the Corporations Act 2001 and its regulations and is designated as audited.

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

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

$\mathbf{1}$ . Key management personnel

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

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

1 Mr IJ Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014 and remained on the board as a Non-Executive Director until his resignatior effective 31 August 2014

2 Mr M W Zentner was appointed Managing Director effective 1 July 2015

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

4 Mr M C Casey ceased employment with the company on 11 October 2013

Other than referred to above, there were no changes in directors or senior executives since the end of the reporting period.

$2.$ Remuneration governance

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

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

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

$\mathbf{3}$ Executive remuneration policy and framework

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

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DIRECTORS' REPORT

Base pay and salaries

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

Short term incentives

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

Non-executive directors remuneration policy 5.

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

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

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

All Non-Executive Directors enter into a service agreement with the company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director.

6. Voting and comments made at the company's 2014 Annual General Meeting

Of the total valid available votes lodged, Ramelius received 85% of "yes" votes on its remuneration report for the 2014 financial year. The company did not receive any specific feedback at the AGM on its remuneration practices.

$\overline{z}$ Details of remuneration

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

	Directors	Super
Non-executive directors	fees	contributions	Total
	\$	\$	\$
Mr R M Kennedy
2015	154,832	14,709	169,541
2014	155,059	14,355	169,414
Mr I J Gordon $1$
2015	$\overline{\phantom{a}}$	٠
2014
Mr K J Lines
2015	77,064	7,707	84,771
2014	77,064	7,707	84,771
Mr M A Bohm
2015	64,220	20,551	84,771
2014	70,642	14,129	84,771
Total
2015	296,116	42,967	339,083
2014	302,765	36,191	338,956

1 Mr LL Gordon has waived his right to receive Non-Executive Director fees and resigned as Non-Executive Director effective 31 August 2014

DIRECTORS' REPORT

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

	Short-term benefits		Post- employment benefits	Long-term benefits			Share-based payments 1
Senior executives	Salary & annual leave	STI cash bonus	Super contributions	Long service leave	Termination benefits	Options	LTI rights	Total
	\$	\$	\$	\$	\$	\$	\$	\$
Mr M W Zeptner 2
2015	437,500		30,000	5,273		53,460	93,770	620,003
2014	390,556		25,000	4,950		53,360	140,272	614,138
Mr I J Gordon 3 2015
2014	440,206				460,421		175,919
			25,000	78,361				1,179,907
Mr D A Francese
2015	299,583		29,958	8,639				338,180
2014	304,576		24,965	8,639			35,184	373,364
Mr K M Seymour
2015	260,000		26,000	9,523				295,523
2014	260,000		26,000	6,193			35,184	327,377
Mr T J Blyth 4
2015	300,000		30,000	736				330,736
2014	214,516		21,451					235,967
Mr M C Casey 5
2015
2014	88,065		24,556		220,143		93,613	426,377
Total
2015	1,297,083		115,958	24,171		53,460	93,770	1,584,442
2014	1,697,919		146,972	98,143	680,564	53,360	480,172	3,157,130

1. Rights and options relate to rights and options over ordinary shares issued to key management personnel. The fair value of rights and options granted shown above is
   non-cash and was determined in accordance with applica and not when shares were issued

2 Mr M W Zeptner was appointed Managing Director effective 1 July 2015

3 Mr I J Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014

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

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

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

Senior executives	Fixed remuneration	At risk - short term incentive (STI)	At risk - long term incentive $(LTI)^1$
Mr M W Zeptner 2
2015	76.3%	0.0%	23.7%
2014	68.5%	0.0%	31.5%
Mr I J Gordon 3
2015	$\overline{\phantom{0}}$	$\overline{\phantom{0}}$	$\overline{\phantom{0}}$
2014	85.1%	$0.0\%$	14.9%

DIRECTORS' REPORT

Senior executives	Fixed	At risk - short term	At risk - long term
	remuneration	incentive (STI)	incentive $(LTI)^{1}$
Mr D A Francese
2015	100.0%
2014	90.6%		9.4%
Mr K M Seymour
2015	100.0%
2014	89.3%		10.7%
Mr T J Blyth 4
2015	100.0%
2014	100.0%
Mr M C Casey 5
2015
2014	78.0%		22.0%

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

2 Mr M W Zeptner was appointed Managing Director effective 1 July 2015

3 Mr I J Gordon ceased as Managing Director and Chief Executive Officer on 10 June 2014

4 Mr T J Blyth commenced employment with the company on 14 October 2013 5 Mr M C Casey ceased employment with the company on 11 October 2013 and did not receive the shares under right which had not vested at that date. These have been expensed in full and reflected above in accordance with Accounting Standards

8. Service agreements

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

Name and position	Term of agreement	Base salary including super $1$	Company/ employee notice period	Termination benefit 2
Mr M W Zeptner 4 Chief Executive Officer	On-going commencing 1 Jul 2015	\$495,000	$6/3$ months	6 months base salary 3
Mr D A Francese Company Secretary and Chief Financial Officer	On-going commencing 31 Dec 2008	\$329,541	$6/3$ months	6 months base salary 3
Mr K M Seymour General Manager - Business Development and Exploration	On-going commencing 1 Jul 2009	\$286,000	$3/3$ months	3 months base salary
Mr T J Blyth General Manager - Mt Magnet Gold Project	Commencing 14 Oct 2013	\$330,000	$3/3$ months	3 months base salary

1 Base salaries quoted are for the year ended 30 June 2015, they are reviewed annually by the Nomination and Remuneration Committee

2 Termination benefits are payable on early termination by the company, other than for gross misconduct, unless otherwise indicated

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

4 Mr M W Zeptner was appointed Managing Director effective 1 July 2015 at which point his salary was increased to \$495,000 including superannuation

DIRECTORS' REPORT

$\mathbf{q}$ Details of share-based compensation and bonuses

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

9.1 Cash bonuses

Cash bonuses are paid at the discretion of the Board on achievement of key milestones that are important for the company. No cash bonuses were paid in the financial year.

9.2 Options

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

	Vesting and Grant date			Value per option
	exercise date	Expiry date	Exercise price	at grant date	Vested
16 April 2014	11 June 2014	11 June 2016	\$0.199	\$0.028	100%
16 April 2014	11 June 2015	11 June 2017	\$0.249	\$0.027	100%
16 April 2014	11 June 2016	11 June 2018	\$0.299	\$0.029	n/a

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

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

		Shares under option
Senior							Financial year	Fair value in
executive	Financial		Value				in which	financial year in
	year	Number	per	Vested	Vested	Forfeited	options may	which options
	granted	granted	option 1	%	number	%	vest 2	may vest 1
Mr M Zeptner 3	2014	1,500,000	\$0.028	100%	1,500,000		2014	53,360
	2014	1,500,000	\$0.027	100%	1,500,000	۰	2015	53,460
	2014	1,500,000	\$0.029	n/a	-		2016	19,180

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

2 Options first become exercisable, subject to satisfaction of vesting conditions

3 Mr M W Zeptner was appointed Managing Director effective 1 July 2015

The assessed fair value at grant date of options granted to the individual is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above.

Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free rate for the term of the option.

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

DIRECTORS' REPORT

9.3 Rights to deferred shares

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

Executive	Rights to deferred shares
director and senior executives	Financial year granted	Number granted	Value per share 1	Vested %	Vested number	Forfeited %	Financial year in which rights may vest 2	Fair value in financial year in which rights may vest 1
Mr M Zeptner
	2015		$\overline{\phantom{a}}$	33.33%	150,000		2015	93,771
	2014		$\sim$	33.33%	150,000		2014	140,272
	2013		$\overline{\phantom{a}}$	33.33%	150,000		2013	140,272
	2012	450.000	\$0.936	۰	٠			46,885

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

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

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

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

There were no rights provided to key management personnel during the period and none were outstanding at the date of this report.

9.4 Equity instruments held by key management personnel

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

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

Names	Shares	Options 4	Rights
Directors of Ramelius
Mr R M Kennedy	10,350,789 2
Mr K J Lines	1,000,000 2	500,000 2
Mr M A Bohm	400,000 1	25,000 1
	137,500 2	13,750 2
Other key management personnel
Mr M W Zeptner 3	525,000 1	3,037,500 1
	$12,500^2$
Mr D A Francese	1,276,460 1	38,462 1
Mr K M Seymour	194,866 1
	129,994 2	32,487 2
Mr T J Blyth

1 Held directly

2 Held by entities in which a relevant interest is held

and the Section of the Managing Director effective 1 July 2015
3 M W Zepther was appointed Managing Director effective 1 July 2015
4 Apart from 3,000,000 options associated with Mr Zeptner's share based remuneration, all o was received for every 2 shares acquired which expired on 1 August 2015.

DIRECTORS' REPORT

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

		Options 1
Mr R M Kennedy	Shares		Rights
1 July 2014	8,033,333
Acquired	2,317,456	1,004,167
Sold		(1,004,167)
Balance at 30 June 2015	10,350,789	$\overline{a}$
Mr I J Gordon
1 July 2014	803,521
Acquired	41,832	20,916
Other $3$	(845, 353)	(20, 916)
Balance at 30 June 2015
Mr K J Lines
1 July 2014
Acquired	1,000,000	500,000
Balance at 30 June 2015	1,000,000	500,000
Mr M A Bohm
1 July 2014	210,000
Acquired	327,500	138,750
Sold		(100,000)
Balance at 30 June 2015	537,500	38,750
Mr M W Zeptner
1 July 2014	312,500	1,500,000 $^{2}$	150,000
Acquired	75,000	37,500
Vested		1,500,000 $^{2}$
Vested and exercised	150,000		(150,000)
Balance at 30 June 2015	537,500	3,037,500
Mr D A Francese
1 July 2014	1,199,536
Acquired	76,924	38,462
Balance at 30 June 2015	1,276,460	38,462
	Shares	Options 1	Rights
Mr K M Seymour
1 July 2014	259,887
Acquired	64,973	32,487
Balance at 30 June 2015	324,860	32,487

DIRECTORS' REPORT

Mr T J Blyth
1 July 2014	$\overline{\phantom{0}}$	$\overline{\phantom{0}}$
Movement	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
Balance at 30 June 2015		$\blacksquare$	$\overline{\phantom{0}}$

1 Apart from 3,000,000 options associated with Mr M W Zeptner's share based remuneration (referred to in 2 below), all other options relate to an entitlement offer made in 2014 whereby 1 option was received for every 2 shares acquired which expired on 1 August 2015.

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

3 Mr I J Gordon resigned as Non-Executive Director effective 31 August 2014

Loans to key management personnel

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

Other transactions with key management personnel

The terms and conditions of transactions with key management personnel were no more favourable to the key management personnel and their related entities than those available, or which might reasonably be expected to be available, on similar transactions to key management personnel related entities on an arm's length basis. The aggregate amounts recognised during the year (excluding re-imbursement of expenses incurred on behalf of Ramelius) relating to key management personnel were as follows:

		2015	2014
Name	Transaction
Mr R M Kennedy	Amount paid to a related party of the director in respect of a
	leased property in Adelaide SA on an arm's length basis from 1
	July 2014 to 30 June 2015.	90.968	88,139

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

ROUNDING OF AMOUNTS

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

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

Robert Michael Kennedy Chairman Adelaide 27 August 2015

Level 1, 67 Greenhill Rd Wayville SA 5034

Correspondence to: GPO Box 1270 Adelaide SA 5001

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

\$8',725·6,1'(3(1'(1&('(&/\$5\$7,21 TO THE DIRECTORS OF RAMELIUS RESOURCES LIMITED

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Ramelius Resources Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been:

• a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• b no contraventions of any applicable code of professional conduct in relation to the audit.

GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP Chartered Accountants

S J Gray Partner

Adelaide, 27 August 2015

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

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

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
		2015	2014
	Note	\$000's	\$000's
Sales revenue	5(a)	131,885	133,035
Cost of production	5(b)	(106, 918)	(165, 762)
Gross profit (loss)		24,967	(32, 727)
Other expenses	5(c)	(4,920)	(69,080)
Other income	5(d)	1,348	215
Operating profit (loss) before interest income and finance cost		21,395	(101, 592)
Interest income	5(e)	552	721
Finance costs	5(e)	(1, 410)	(1,696)
Profit (loss) before income tax		20,537	(102, 567)
Income tax benefit (expense)	$\overline{7}$	(4, 469)	17,055
Profit (loss) for the year		16,068	(85, 512)
Earnings per share (cents per share)

Basic earnings per share	3.48	(23.8)
Diluted earnings per share	3.48	(23.8)

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
	2015	2014
	\$000's	\$000's
Profit (loss) for the year	16,068	(85, 512)
Other comprehensive income, net of tax
Items that may be reclassified to profit or loss
Change in fair value of available-for-sale assets	(93)
Foreign currency translation	133	(67)
Items that will not be reclassified to profit or loss
Change in fair value of available-for-sale assets		2,204
Other comprehensive income for the year, net of tax	40	2,137
Total comprehensive income for the year	16,108	(83, 375)

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

		Consolidated
		2015	2014
	Note	\$000's	\$000's
Current assets
Cash and cash equivalents	9	32,425	12,433
Trade and other receivables	10	3,893	3,385
Inventories	11	8,403	15,364
Derivative financial instruments	12	1,078	5
Other current assets	13	744	706
Total current assets		46,543	31,893
Non-current assets
Available-for-sale financial assets	14	293	400
Property, plant and equipment assets	15	25,883	36,295
Development assets	16	46,607	11,900
Intangible assets	17	191	369
Exploration and evaluation expenditure	18	7,734	22,766
Derivative financial instruments	12	103
Deferred tax assets	7	29,799	29,948
Total non-current assets		110,610	101,678
Total assets		157,153	133,571
Current liabilities
Trade and other payables	19	17,515	16,679
Borrowings	20	1,062	1,275
Deferred revenue	21		4,000
Provisions	22	2,074	2,141
Total current liabilities		20,651	24,095
Non-current liabilities
Borrowings	20		1,062
Provisions Derivative financial instruments	22	24,552 170	22,673
	12
Deferred tax liabilities	7	12,476	8,277
Total non-current liabilities		37,198	32,012
Total liabilities		57,849	56,107
Net assets		99,304	77,464
Equity
Share capital	23	124,251	118,743
Reserves	24	3,086	2,822
Retained losses		(28, 033)	(44, 101)
Total equity		99.304	77.464

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

		Share-		Foreign
		based	Available-	exchange	Asset
	Share	payment	for-sale		translation revaluation	Retained	Total
	capital	reserve 1	reserve 1	reserve 1	reserve 1	losses	equity
	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's	\$000's
Balance at 30 June 2013	112,650	4,946	(2,204)	(66)	634	37,707	153,667
Profit (loss) for the year					$\overline{\phantom{0}}$ ä,	(85, 512)	(85, 512)
Other comprehensive income		$\overline{\phantom{a}}$	2,204	(67)			2,137
Total comprehensive income			2,204	(67)		(85, 512)	(83, 375)
Transactions with owners in
their capacity as owners: Share capital	6,256						6,256
Transaction costs net of tax	(163)						(163)
Share-based payments		1,079					1,079
Transfer of reserves		(3,704)				3,704
Balance at 30 June 2014	118,743	2,321		(133)	634	(44, 101)	77,464
Profit (loss) for the year
Other comprehensive income			(93)	133	٠	16,068	16,068 40
Total comprehensive income		$\overline{\phantom{a}}$	(93)	133	$\qquad \qquad \blacksquare$	16,068	16,108
Transactions with owners in
their capacity as owners:
Share capital	5,699						5,699
Transaction costs net of tax	(191)						(191)
Share-based payments		224					224
Balance at 30 June 2015	124,251	2,545	(93)		634	(28, 033)	99,304

1 Refer Note 24 for description of reserves.

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
		2015	2014
	Note	\$000's	\$000's
Cash flows from operating activities
Receipts from operations		126,466	120,713
Payments to suppliers and employees		(80, 411)	(127, 639)
Interest received		574	817
Finance costs		(853)	(993)
Income taxes refunded (paid)			491
Net cash provided by (used in) operating activities	28(b)	45,776	(6, 611)
Cash flows from investing activities
Receipts on settlement of derivatives			15
Payment for derivatives		(141)	(1,674)
Payments for property, plant and equipment		(1,581)	(4, 947)
Payments for development		(20, 246)	(17, 636)
Proceeds from sale of property, plant and equipment		41	37
Proceeds from the sale of available-for-sale financial assets			5,122
Payments for available-for-sale financial assets		(26)
Payments for mining tenements and exploration		(7, 879)	(15, 669)
Payments for site rehabilitation and demobilisation		(40)	(868)
Net cash provided by (used in) investing activities		(29,872)	(35,620)
Cash flows from financing activities
Repayment of borrowings		(1,275)	(1,275)
Proceeds from forward sales contract			16,000
Proceeds from issue of shares		5,700	5,254
Proceeds associated with shares to be issued			1,002
Transaction costs from issue of shares		(343)	(112)
Transaction costs associated with shares to be issued			(51)
Net cash provided by (used in) financing activities		4,082	20,818
Net increase (decrease) in cash and cash equivalents		19,986	(21, 413)
Cash at beginning of financial year		12,433	33,847
Effects of exchange rate changes on cash held		6	(1)
Cash and cash equivalents at end of financial vear	28 (a)	32.425	12.433

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

The financial report of Ramelius Resources Limited for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of the directors on 27 August 2015. Ramelius Resources Limited is a listed public company, incorporated and domiciled in Australia whose shares are publicly listed on the Australian Securities Exchange Limited (ASX).

$\mathbf{1}$ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of this financial report are presented below. These policies have been consistently applied to all years presented, unless otherwise stated. This annual financial report includes the consolidated financial statements and notes of Ramelius Resources Limited and its controlled entities.

a) Basis of preparation and statement of compliance

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standard Board (AASB) and the Corporations Act 2001. Ramelius is a for-profit entity for the purposes of preparing the financial statements. The financial report has been presented in Australian dollars and rounded to the nearest \$1,000 unless otherwise stated.

$(i)$ Compliance with IFRS

The consolidated financial statements of the group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (AASB).

Historical cost convention $(ii)$

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit and loss and certain classes of property, plant and equipment.

New and amended standards adopted by the group $(iii)$

A number of new and revised standards are effective for annual periods beginning on or after 1 July 2014. Information on these new standards is presented below.

AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial Liabilities

AASB 2012-3 adds application guidance to AASB 132 to address inconsistencies identified in applying some of the offsetting criteria of AASB 132, including clarifying the meaning of "currently has a legally enforceable right of set-off" and that some gross settlement systems may be considered equivalent to net settlement. Management has reviewed the impact of this amendment and has concluded that there is no material effect on the financial statements during the period or comparative periods covered by these financial statements.

AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets These narrow-scope amendments address disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. When developing IFRS 13 Fair Value Measurement, the IASB decided to amend IAS36 Impairment of Assets to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that some of the amendments made in introducing those requirements resulted in the requirement being more broadly applicable than the IASB had intended. These amendments to IAS 36 therefore clarify the IASB's original intention that the scope of those disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. AASB 2013-3 makes the equivalent amendments to AASB 136 Impairment of Assets. Management has reviewed the impact of this amendment and has concluded that there is no material effect on the financial statements during the period or comparative periods covered by these financial statements.

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

Part A of AASB 2014-1 makes amendments to various Australian Accounting Standards arising from the issuance by the IASB of International Financial Reporting Standards Annual Improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such re-measurement are recognised in profit or loss.

ff) Parent entity information

The financial information of the parent entity, Ramelius Resources Limited, disclosed in Note 34 has been prepared on the same basis as the consolidated financial statements.

gg) Rounding of amounts

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

$\overline{2}$ FINANCIAL RISK MANAGEMENT POLICIES

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

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

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

The group is exposed to the following financial risks: liquidity risk, credit risk and market risk (including foreign exchange risk, commodity price risk and interest rate risk).

The directors are responsible for monitoring and managing financial risk exposures of the group. The group holds the following financial instruments:

	Consolidated
	2015	2014
	\$000's	\$000's
Financial assets
Cash at bank	13,147	4,520
Term deposits	19,278	7,913
Receivables	3,893	3,385
Derivative financial instruments	1,181	5
Available-for-sale financial assets	293	400
Total financial assets	37,792	16,223
Financial liabilities
Payables	17,515	16,679
Borrowings	1,062	2,337
Derivative financial instruments	170
Deferred revenue	٠	4,000
Total financial liabilities	18,747	23,016

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

c) Market risk

Foreign currency risk $\dot{L}$

The group undertakes transactions impacted by foreign currencies: hence exposures to exchange rate fluctuations arise. The majority of the group's revenue is affected by movements in USD:AUD exchange rate that impacts on the Australian gold price whereas the maiority of costs (including capital expenditure) are in Australian dollars. Currently, the group does not directly hedge against this risk. The group considers the effects of foreign currency risk on its financial position and financial performance and assesses its option to hedge based on current economic conditions and available market data.

ii. Commodity price risk

The group's revenue is exposed to commodity price fluctuations, in particular to gold prices. Price risk relates to the risk that the fair value of future cash flows of gold sales will fluctuate because of changes in market prices largely due to demand and supply factors for commodities. The group is exposed to commodity price risk due to the sale of gold on physical delivery at prices determined by market at the time of sale. The group manages commodity price risk through the use of derivative financial instruments as follows:

Forward sales contracts

Gold price risk is managed with hedging strategies through the use of forward sales contracts which effectively fix the gold price and thus cash flow receivable. Gold forward sales contracts are marked to market at fair value through profit and loss.

Put options

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

Gold prices, gold futures and economic forecasts are constantly monitored to determine whether to implement a hedging program.

Gold price sensitivity analysis

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

Based on gold sales of 83,878oz (92,830oz less forward sold gold of 8,952oz) in 2014 and 78,304oz (88,706oz less forward sold gold of 10,402oz) in 2015, if gold price in Australian dollars changed by $+$ / - A\$100, with all other variables remaining constant, the estimated realised impact on pre-tax profit (loss) and equity would have been as follows:

	Consolidated
	2015	2014
	\$000's	\$000's
Impact on pre-tax profit (loss)
Increase in gold price by A\$100	7,830	8,388
Decrease in gold price by A\$100	(7, 830)	(8, 388)
Impact on equity
Increase in gold price by A\$100	7,830	8,388
Decrease in gold price by A\$100	(7, 830)	(8,388)

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Available-for-sale financial assets are measured at fair value using the closing price on the reporting date as listed on the Australian Securities Exchange Limited (ASX). Available for sale financial assets are recognised as a Level 1 in the fair value hierarchy as defined under AASB 7 Financial Instruments: Disclosures.

The carrying amounts of trade receivables and payables are assumed to approximate their fair values due to their short-term nature.

Fair value measurement of non-financial instruments

Properties are measured at fair value using 2011 valuations made by an independent valuer. At 30 June 2015, the directors are of the opinion that the carrying amounts of properties approximate their fair value. The valuations would be recognised as a Level 2 in the fair value hierarchy.

The valuation depends on a number of characteristics of observable market transactions in similar properties that are used for valuation. Although this input is a subjective judgement, management considers that the carrying amounts would not be materially affected by reasonably possible alternative assumptions.

$\overline{\mathbf{3}}$ OPERATING SEGMENTS

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

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

The group operates primarily in one business segment, namely the exploration, development and production of minerals with a focus on gold.

Details of the performance of each of these operating segments for the financial years ended 30 June 2015 and 30 June 2014 are set out below:

	Mt Magnet	Burbanks	Exploration	Total
2015 Segment performance	\$000's	\$000's	\$000's	\$000's
Segment revenue
Sales revenue	123,060	8,825	٠	131,885
Segment cost of production
Cost of production before:	(92, 100)	(3,096)		(95, 196)
Amortisation and depreciation	(23, 265)	(1, 477)	۰	(24, 742)
Movement in inventory	(5,536)	(2.360)	۰	(7,896)
Deferred stripping costs	20,916	۰	٠	20,916
Segment cost of production	(99, 985)	(6,933)	٠	(106, 918)
Gross margin	23,075	1,892		24,967
Interest income				552
Finance cost				(1, 410)
Other income (expenses)				(2,916)
Impairment & exploration write-off	(91)	821	(1, 386)	(656)
Profit (loss) before income tax				20,537

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

2014 Segment performance	Mt Magnet	Burbanks	Exploration	Total
	\$000's	\$000's	\$000's	\$000's
Segment revenue
Sales revenue	103,889	29,146		133,035
Segment cost of production
Cost of production before	(123, 879)	(20, 182)		(144, 061)
Amortisation and depreciation	(41, 226)	(8,601)		(49, 827)
Movement in inventory	11,236	1,061		12,297
Deferred stripping costs	11,435	4,394		15,829
Segment cost of production	(142, 434)	(23, 328)	ä,	(165, 762)
Gross margin	(38, 545)	5,818		(32, 727)
Interest income				721
Finance cost				(1,696)
Other income (expenses)				(8, 382)
Impairment & exploration write-off	(54, 117)	(3,712)	(2,654)	(60, 483)
Profit before income tax				(102, 567)
2015 Segment position	Mt Magnet \$000's	Burbanks \$000's	Exploration \$000's	Total \$000's
Capitalised expenditure
Property, plant and equipment	1,817	6		1,823
Site development	24,972		٠	24,972
Exploration assets	÷,		8,226	8,226
Segment assets	81,254	2,491	8,086	91,831
Corporate and unallocated assets Cash and cash equivalents				32,425
Trade and other receivables				1,258
Derivative financial instruments				1,181
Other current assets				149
Available-for-sale financial asset				293
Property, plant and equipment				217
Deferred tax assets				29,799
Total consolidated assets				157,153

133,571

$(57, 849)$

RAMELIUS RESOURCES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Mt Magnet	Burbanks	Exploration	Total
2014 Segment position	\$000's	\$000's	\$000's	\$000's
Capitalised expenditure
Property, plant and equipment	4,287	600	۰	4,887
Site development	11,773	5.736	۰	17,509
Exploration assets	٠	٠	15,119	15,119
Segment assets	57.735	6,425	23,251	87,411
Corporate and unallocated assets
Cash and cash equivalents				12,433
Trade and other receivables				2,852
Derivative financial instruments				5
Other current assets				149
Available-for-sale financial asset				400
Property, plant and equipment				373
Deferred tax assets				29,948

Total consolidated assets

2015 Segment position	Mt Magnet \$000's	Burbanks \$000's	Exploration \$000's	Total \$000's
Segment liabilities	(41, 152)	(2, 196)	(875)	(44, 223)
Corporate and unallocated assets
Trade and other payables				(366)
Short-term provisions				(561)
Long-term provisions				(53)
Derivative financial instruments				(170)
Deferred tax liabilities				(12, 476)

Total consolidated liaibilities

2014 Segment position	Mt Magnet \$000's	Burbanks \$000's	Exploration \$000's	Total \$000's
Segment liabilities	(41,950)	(4,345)	(574)	(46, 869)
Corporate and unallocated assets
Trade and other payables				(515)
Short-term provisions				(382)
Long-term provisions				(64)
Deferred tax liabilities				(8,277)
Total consolidated liaibilities				(56, 107)

Major customers

Ramelius provides goods that are more than 10% of external revenue through the Western Australian Mint in Perth, Australia. Goods provided through the Western Australian Mint account for 99% (2014: 98%) of sales revenue.

Segments assets by geographical location

Segment assets of Ramelius are geographically located in Australia.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
		2015	2014
	Note	\$000's	\$000's
b) Cost of production
Amortisation and depreciation		24,743	49,827
Employee benefits expense		14,438	17,037
Inventory movements		7,894	(12, 291)
Inventory write-downs			12,556
Mining and milling production costs		56,783	95,376
Royalty costs		3,060	3,257
Total cost of production		106,918	165,762
c) Other expenses
Amortisation and depreciation		144	150
Employee benefits expense		2,196 224	2,594
Equity settled share-based payments Exploration costs written off		648	1,079 647
Loss on sale of non-current assets		3	17
Impairment (impairment reversal) of trade receivables	10	(944)	1,162
Impairment of plant and equipment	15	123	2,550
Impairment of development assets	16	91	54,117
Impairment of exploration and evaluation assets	18	738	2,007
Loss on derivative financial instruments		146	3,179
Foreign exchange losses		3	133
Other expenses		1,548	1,445
Total other expenses		4,920	69,080
d) Other income
Gain on derivative financial instruments		1,341
Foreign exchange gains		7	215
Total other income		1,348	215
e) Net finance expenses (income)
Discount unwind on provisions and borrowings		557	703
Interest and finance charges		853	993
Total finance costs		1,410	1,696
Interest income		(552)	(721)
Net finance expenses (income)		858	975
f) Profit (loss) before income tax includes the following specific expenses
Defined contribution superannuation expense		1,341	1,544
Rental expenses relating to operating leases		316	314

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
	2015	2014
	\$000's	\$000's
REMUNERATION OF AUDITORS 6
Audit and other assurance services
Audit and review of financial statements (\$)	85,000	82,400
Tax compliance services (\$)
Total remuneration of Grant Thornton (\$)	85,000	82,400
INCOME TAX (BENEFIT) EXPENSE 7
The components of tax (benefit) expense comprise:
Current tax		(15, 234)
Deferred tax	4,469	(1,823)
Adjustments for current and deferred tax of prior years		2
Income tax (benefit) expense	4,469	(17,055)
Reconciliation of income tax (benefit) expense to prima facie tax payable:
Accounting profit before tax	20,537	(102, 567)
Income tax expense calculated at 30% (2014: 30%)	6,161	(30, 770)
Tax effects of amounts which are not deductible
(taxable) in calculating taxable income:
- non-deducible development		824
- share-based payments	67	324
- other non-allowable items	81	(185)
- capital loss not brought to account		681
- revenue losses not brought to account		12,069
- derecognised losses brought to account	(1, 840)
Under (over) provision in respect of prior years		2
Income tax (benefit) expense	4,469	(17,055)
Applicable weighted average effective tax rate	22%	17%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

30 June 2015 deferred tax movement

	Balance at 1 July 2014 \$000's	Charged / (credited) to income \$000's	Charged / (credited) to equity \$000's	Balance at 30 June 2015 \$000's
Deferred tax liability
Exploration and evaluation	6,800	(5, 289)		1,511
Development	1,273	9,461		10,734
Inventory - consumables	111	25		136
Unrealised foreign exchange gains (losses)	93	2		95
Total deferred tax liability	8,277	4,199		12,476
Deferred tax asset
Equity transaction costs	409	(206)	121	324
Inventory - deferred mining costs	3,185	(507)		2,678
Property, plant and equipment	962	198		1,160
Receivables	348	(283)		65
Provisions	7,444	544		7,988
Tax losses	17,463			17,463
Other	137	(16)		121
Total deferred tax asset	29,948	(270)	121	29,799

30 June 2014 deferred tax movement

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Tax effects relating to comprehensive income
		2015			2014
	Pre-tax amount \$000's	Income tax Net of tax effect \$000's	amount \$000's	Pre-tax amount \$000's	Income tax effect \$000's	Net of tax amount \$000's
Revaluation of available-for-sale assets Exchange difference on translating foreign	133	(40)	93	۰
controlled entity	(1)	٠	$\left( 1\right)$	67	-	67
					Consolidated
					2015 \$000's	2014 \$000's

Franking credits

Franking credits available for subsequent years based on a tax rate of 30% (2014: 30%) 21,826 21,826

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

Tax losses
Unused tax losses for which no deferred tax asset has been recognised	37.230	43.366
Potential tax benefit at 30%	11.169	13.010

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

EARNINGS PER SHARE 8

Classification of securities

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

Classification of securities as potential ordinary shares

Rights to shares granted to executives and senior managers are included in the calculation of diluted earnings per share and assume all outstanding rights will vest. Rights are included in the calculation of diluted earnings per share to the extent that they are dilutive. Options are not included in the calculation of diluted earnings per share as they are antidilutive. Rights and options are not included in the calculation of basic earnings per share.

Earnings used in the calculation of earnings per share Profit (loss) after income tax expense	16,068	(85, 512)
Weighted average number of shares used as the denominator
Number for basic earnings per share
Ordinary shares (000's)	462.021	359,522
Number for dilutive earnings per share
Share rights and options (000's)	70
Total number of dilutive earnings per share (000's)	462.091	359.522

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
		2015	2014
	Note	\$000's	\$000's
CASH AND CASH EQUIVALENTS 9
Cash at bank and in hand		13,147	4,520
Deposits at call 1		19,278	7,913

Total cash and cash equivalents 32,425 12.433 1 Includes \$2,308,916 (2014: \$2,071,900) of deposits provided as security against unconditional bank guarantees in favour of the Central Land Council in the Northern Territory for exploration purposes and in favour of other entities to secure supply of gas and electricity. Also includes a \$10,000,000 reserve account balance associated with forward gold sales and a finance facility agreement consisting of a minimum reserve amount of \$5,000,000 and an additional temporary amount of original temporary amount of structure and a finance facility a \$5,000,000 as security for forward gold sales until all conditions precedent and subsequent under the finance facility are met.

Risk exposure

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

10 TRADE AND OTHER RECEIVABLES

Trade receivables		2,725	1,186
Provision for impairment 1	2(b)	(218)	(1, 162)
Trade receivables		2,507	24
Other receivables		1,386	3,361
Total current trade and other receivables		3,893	3,385

1 The reversal of provision for impairment totalled \$944,227 (2014: nil) and represents amounts subsequently received from debtor.

Classification of trade and other receivables

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

Fair values of trade and other receivables

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

Impairment and risk exposure

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
	2015	2014
	\$000's	\$000's
11 INVENTORIES
Gold nuggets at cost	80	80
Ore stockpiles	1,300	4,351
Gold in circuit	1,618	6,463
Consumables and supplies	5,405	4,470
Total inventories	8,403	15,364

Inventory expense

There were no write-downs of inventories to net realisable value recognised as an expense during the year ended (2014: \$12.6 million). Inventory write-down expense is included in 'cost of sales' in the profit and loss.

12 DERIVATIVE FINANCIAL INSTRUMENTS

current
Derivative assets	1,078
Non-current
Derivative assets	103	-
Derivative liabilities	(170)	-
Total non-current derivative financial instruments	(67)

In February 2015, Ramelius entered into forward gold sales contracts for 47,200 ounces of gold. In May 2015, an additional forward gold sales program was put in place for 39,489 ounces of gold. Total forward gold sales, prior to 7,418 ounces delivered up to 30 June 2015 was 86,689 ounces of gold at an average price of A\$1,570 per ounce to March 2017.

Purpose and recognition

Derivatives are used to hedge cash flow risk associated with future transactions. Current assets and liabilities reflect those instruments which are due for settlement within one year based on a valuation at year end including those instruments which have been settled prior to their expiry but subsequent to 30 June 2015. Non-current assets and liabilities reflect those instruments which are due for settlement after one year from the end of the reporting period.

Risk exposures and fair value measurements

Information about the group's exposure to credit risk, foreign exchange risk and the methods and assumptions used in determining fair values is provided in Note 2. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of the abovementioned derivative financial assets.

13 OTHER CURRENT ASSETS

Prepayments

706

744

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
		2015	2014
	Note	\$000's	\$000's
14 AVAILABLE-FOR-SALE FINANCIAL ASSETS
Shares in listed corporations at fair value		293	400
Classification of financial assets as available-for-sale Investments are designated as available-for-sale financial assets if they do not have fixed maturities and fixed or determinable payments, and management intends to hold them for the medium to long-term. The financial assets are presented as non-current assets unless they mature, or management intends to dispose of them within 12 months of the end of the reporting period.
Impairment indicators for available-for-sale financial assets A security is considered to be impaired if there has been a significant and prolonged decline in the fair value below cost. See Notes 1(u), 2(e) and 4(j) for further details about the group's impairment policies and significant estimates, judgements and assumptions for available-for-sale financial assets.
Amounts recognised in profit or loss and other comprehensive income During the year, the following gains (losses) were recognised in the profit or loss and other comprehensive income.
Gains (losses) recognised in other comprehensive income		(93)	2,204
Risk exposures and fair value measurements Available-for-sale financial assets are recognised as a Level 1 in the fair value hierarchy as defined under AASB 7 Financial Instruments: Disclosures. Information about the group's exposure to credit risk and the methods and assumptions used in determining fair values is provided in Note 2.
15 PROPERTY, PLANT AND EQUIPMENT ASSETS
Property Properties at fair value		1,529	1,529
Accumulated depreciation		(132)	(94)
Total property	15(e)	1,397	1,435
Plant and equipment
Plant and equipment at cost		56,489	57,388
Less accumulated depreciation		(32,003)	(22,528)
Total plant and equipment	15(e)	24,486	34,860
Total property, plant and equipment		25,883	36,295

(a) Valuation of property

Properties are recognised as a Level 2 in the fair value hierarchy as defined under AASB 13 Fair Value Measurements. The valuation basis of property is fair value being the amounts for which the assets could be exchanged between willing parties in an arm's length transaction, based on current prices in an active market for similar properties in the same location and condition. The 2011 valuations were made by independent valuers. At 30 June 2015, the directors are of the opinion that the carrying amounts of properties approximate their fair values. The revaluation surplus of applicable deferred income taxes was credited to the asset revaluation reserve.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
	2015	2014
	\$000's	\$000's
(b) Carrying amounts that would have been recognised if land and buildings were stated at cost
If properties were stated on the historical cost basis, the amounts would be as follows:
Property
Properties at cost	607	607
Accumulated depreciation	(51)	(36)
Total property assets	556	571
(c) Leased assets Plant and equipment includes the following amounts where the group is a lessee under a hire purchase finance lease:
Leasehold equipment at cost 1	5,306	5,306
Accumulated depreciation	(4,051)	(2,872)
Total leased assets
	1,255	2,434
1 Refer Note 20 for information on non-current assets pledged as security on the hire purchase by the group.
(d) Assets in the course of construction
Plant and equipment includes the following expenditure which is in the course of construction:
Plant and equipment in the course of construction	940	103
(e) Property, plant and equipment asset reconciliation
Property asset reconciliation
Balance at beginning of financial year	1,435	1,473
Depreciation	(38)	(38)
Total property	1,397	1,435
Plant and equipment asset reconciliation
Balance at beginning of financial year	34,860	46,972
Additions	1,961	4,892
Restoration and rehabilitation adjustment	(138)	(2,770)
Disposals / transfers Impairment 1	(89)	(181)
Assets written-off	(123) (56)	(2,550) (40)
Depreciation	(11, 929)	(11, 463)
Total plant and equipment	24,486	34,860

1 Ramelius assesses impairment on a bi-annual basis. The significant and sustained decline in gold prices and resulting fall in market value of gold company share prices reflected in the market capitalisation of Ramelius represented indicators of impairment in the 30 June 2014 financial year. Based on an assessment undertaken on the
Burbanks cash generating unit during the 30 June 2014 fin Financial statements, an impairment of \$2,549,800 was recognised. Impairment expense for the 2015 financial year of \$122,745 represents a revision to restoration provision where relative development assets had been previously fully amortised and capitalised costs incurred which are not considered recoverable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
	2015	2014
	\$000's	\$000's
16 DEVELOPMENT ASSETS
Development assets at cost	62,103	50,252
Less accumulated amortisation	(15,496)	(38,352)
Total development assets	46,607	11,900
(a) Development asset reconciliation
Balance at beginning of financial year	11,900	86,817
Development cost additions	4,194	1,680
Deferred mining cost additions	20,869	15,830
Transfer from exploration and evaluation expenditure	22,520	42
Impairment 1	(91)	(54, 117)
Amortisation	(12,785)	(38,352)
Total development assets	46,607	11,900

1. Ramelius assesses impairment on a bi-annual basis. The significant and sustained decline in gold prices and resulting fall in market value of gold company share prices
   reflected in the market capitalisation of Ramelius Mt Magnet cash generating unit during the 30 June 2014 financial year, which included assessment and sensitivity of the assumptions outlined within Note 4 (f) of these financial statements, an impairment of \$54,116,867 was recognised. Impairment expense for the 2015 financial year of \$90,781 represents a revision to restoration provisions where relative development assets had been previously fully amortised.

17 INTANGIBLE ASSETS

Intangible assets at cost	874	883
Accumulated amortisation	(683)	(514)
Total intangible assets	191	369
(a) Intangible asset reconciliation
Balance at beginning of financial year	369	537
Additions		25
Amortisation	(178)	(193)
Total intangible assets	191	369
18 EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation	7,734	22,766
(a) Exploration and evaluation expenditure reconciliation
Balance at beginning of financial year	22,766	9,680
Additions	8,226	15,119
Transfers to development assets	(22, 520)	(42)
Impairment 1	(738)	(2,007)
Foreign exchange translation		16
Total exploration and evaluation expenditure	7,734	22,766

1 Impairment of specific exploration and evaluation assets during the year have occurred where Directors have concluded that capitalised expenditure is unlikely to be recovered by sale or future exploration

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
	2015	2014
	\$000's	\$000's
19 TRADE AND OTHER PAYABLES
Trade payables	7,327	6,985
Other payables and accrued expenditure	10,188	9,694
Total trade and other payables	17,515	16,679
Classification of trade and other payables

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

Risk exposure

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

20 BORROWINGS

Current
Hire purchase	1,062	1,275
Non-current
Hire purchase	$\overline{\phantom{0}}$	1,062

Lease liability

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

Finance facility

Ramelius entered into a \$10,000,000 finance facility which is secured by a floating charge over Revolving Assets and a fixed charge over all other Collateral of Ramelius Resources Limited and Mt Magnet Gold Pty Ltd. Under the terms of the finance facility, Ramelius is required to maintain a minimum reserve account balance of \$5,000,000 to 31 December 2016 which reduces to \$2,500,000 from 31 December 2016 onwards. At 30 June 2015 the reserve account balance was \$10,000,000 which included a further temporary amount of \$5,000,000 as security for forward gold sales until all required conditions under the facility are met.

21 DEFERRED REVENUE

Current

Deferred revenue

4,000

Deferred revenue represents forward sold gold bullion under a gold pre-pay facility. Revenue is recognised upon delivery of gold bullion in equal instalments over the life of the pre-pay facility.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

23 SHARE CAPITAL

	Number of
a) Ordinary shares	Shares	Ś
Share capital at 30 June 2013	337,749,659	112,649,554
Share capital during the 2013-14 financial year
Issue of shares resulting from vesting of rights	1,580,000
Shares issued under share purchase plan	1,410,721	253,930
Shares issued under placement	25,000,000	5,000,000
Shares to be issued under placement	15,415,386	1,002,000
Less cost of share issues (net of tax)		(112, 457)
Less cost of shares to be issued (net of tax)		(50, 883)
Share capital at 30 June 2014	381,155,766	118,742,144
Share capital during the 2014-15 financial year
Issue of shares resulting from vesting of rights	500,000
Shares issued under rights issue	70,521,724	4,583,912
Shares issued under placement	16,892,307	1,098,000
Shares issued from exercise of options	148,172	17,781
Less cost of share issues (net of tax)		(190, 652)
Share capital at 30 June 2015	469,217,969	124,251,185

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

b) Options over shares

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

c) Rights over shares

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

	Consolidated
	2015	2014
	\$000's	\$000's
24 RESERVES
Share-based payments reserve 1	2,545	2,321
Available-for-sale reserve 2	(93)
Foreign currency translation reserve 3		(133)
Asset revaluation reserve 4	634	634

Total reserves

1 Share-based payments reserve records items recognised as expenses on valuation of employees share options and rights.

3 Foreign currency translation reserve records exchange differences arising on translations of a foreign controlled subsidiary 4 Asset revaluation reserve records revaluations of non-current assets.

3,086

2,822

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

25 SHARE-BASED PAYMENTS

Shares

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

No shares were issued to employees during the 2015 financial year (2014: nil).

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

Share rights

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

Effective grant		Exercise	Fair value price per right 1	Rights at start of	Rights	Rights vested &	Rights	Rights at end of	Date rights next vest and become
date	Expiry date		Ś	year	granted	exercised	lapsed 2	year	exercisable
2015
18 Jul 2011	18 Jul 2014	$\overline{\phantom{a}}$	1.305	70.000	۰	70.000	۰	$\overline{\phantom{a}}$	n/a
22 Aug 2011	22 Aug 2014	$\overline{\phantom{m}}$	1.494	70.000	-	70.000			n/a
1 Mar 2012	1 Mar 2015	٠	0.936	150.000	۰	150.000			n/a
1 Apr 2012	1 Apr 2015	$\overline{\phantom{a}}$	0.774	70.000	-	70.000			n/a
9 Jul 2012	9 Jul 2015	$\overline{\phantom{m}}$	0.450	140.000	۰	70.000	70.000		n/a
15 Apr 2013	15 Apr 2016		0.230	140.000	۰	70,000	$\overline{\phantom{a}}$	70.000	15 Apr 2016

	Exercise Fair value	Rights at		Rights		Rights at
Total		640.000	$\blacksquare$	500.000	70,000	70.000

$0.0000$

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

Contract Contract

Total

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

2.390.000

2 The value of rights that lapsed due to vesting conditions not being satisfied has been determined at the time the rights lapsed as if vesting conditions were satisfied.

1.580.000

170.000

640.000

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

No rights were issued to employees during the 2015 financial year (2014: nil).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Options

No options were unconditionally granted to employees in the current financial year. In the 2014 financial year, and as approved by the Board, an employee was granted options over ordinary fully paid shares in Ramelius. Details of the options granted are set out below.

			Exercise Fair value		Options at		Options	Options	Date options next
Effective grant		price	per right	Options	start of	Options	exercised	at end of	vest and become
date	Expiry date			granted	year	vested	or lapsed	year	exercisable
2015
16 April 2014	11 Jun 16	0.199		0.028 1,500,000 1,500,000				$-1,500,000$	11 June 2014
16 April 2014	11 Jun 17	0.249		0.027 1,500,000	-	1,500,000		$-1,500,000$	11 June 2015
16 April 2014	11 Jun 18	0.299		0.029 1,500,000	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	-	$\overline{\phantom{a}}$	11 June 2016

4,500,000 1,500,000 1,500,000

$-3,000,000$

Total

1 The exercise price of the options has been adjusted for a 1 for 4 pro-rata rights issue during the financial year in accordance with the terms of the option.

			Exercise Fair value		Options at		Options	Options	Date options next
Effective grant		price	per right	Options	start of	Options	exercised	at end of	vest and become
date	Expiry date			granted	year	vested	or lapsed	year	exercisable
2014
16 April 2014	11 Jun 16	0.200		0.028 1,500,000		1,500,000		$-1,500,000$	11 June 2014
16 April 2014	11 Jun 17	0.250		0.027 1,500,000		-		$\overline{\phantom{0}}$	11 June 2015
16 April 2014	11 Jun 18	0.300		0.029 1,500,000		۰	$\overline{\phantom{0}}$	$\overline{\phantom{a}}$	11 June 2016

Total 4,500,000 1,500,000 $-1,500,000$

Weighted average remaining contractual life of options outstanding at end of period is 1.95 years (2014: 2.95 years). The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the share price at grant date, expected price volatility of the underlying share and the risk free rate for the term of the option. The expected price volatility is based on historic volatility (based on the remaining life of the options). Model inputs for options granted are as follows:

	Options expiring	Options expiring	Options expiring
Metric	11 June 2016	11 June 2017	11 June 2018
Exercise price	\$0.20	\$0.25	\$0.30
Grant date	16 April 2014	16 April 2014	16 April 2014
Expiry date	11 June 2016	11 June 2017	11 June 2018
Share price at grant date	50.11	50.11	\$0.11
Expected price volatility	72.50%	65.83%	62.79%
Risk free rate	2.57%	2.74%	2.93%

Expenses arising from share-based payment transactions

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

	Consolidated
	2015	2014
	\$000's	\$000's
Rights	171	1,026
Options	53	53
Total share-based payment expense	224	1,079

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
	2015	2014
	\$000's	\$000's
26 COMMITMENTS FOR EXPENDITURE
a) Finance lease commitments
The hire purchase represents finance for mine camp facilities at Mt Magnet. These obligations are provided for in the
financial statements.
Within 1 year	1,172	1,406
Later than 1 year but not later than 5 years		1,172
Total minimum lease payments	1,172	2,578
Less future finance charges	(110)	(241)
Present value of minimum lease payments	1,062	2,337
Included in the financial statements as borrowings (Note 20): Current
Non-current	1,062	1,275 1,062
b) Capital expenditure commitments
Capital expenditure contracted but not provided for in the financial statements.
Within 1 year	817	203
Later than 1 year but not later than 5 years	725
Total capital expenditure commitments	1,542	203
c) Operating lease commitments
Future minimum rentals payable on non-cancellable operating leases due:
Within 1 year	605 509	387
Later than 1 year but not later than 5 years		138
Total operating lease commitments	1,114	525

Significant operating leases include the following:

The group has a 3 year non-cancellable operating lease for office space in Adelaide effective from December 2014 at a cost of \$91,067 per annum plus CPI adjustments.

The group has a 1 year non-cancellable operating lease for office space in Perth effective from June 2015 at a cost of \$132,840 per annum plus CPI adjustments.

The group has a 2 year non-cancellable operating lease for storage and dispensing equipment at Mt Magnet effective from January 2015 at a cost of \$92,334 per annum.

The group has 3 year non-cancellable operating leases for storage and dispensing equipment at Vivien effective from March 2015 and June 2015 at a total cost of \$110,760 per annum.

The group has a 3 year non-cancellable operating lease for office hire at Vivien effective from March 2015 at a cost of \$66,606 per annum.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Consolidated
2015	2014
\$000's	\$000's

d) Minimum exploration and evaluation commitments

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

Total minimum exploration and evaluation commitments	44.323	36.581
Due later than 5 years	27.886	25.483
Later than 1 year but not later than 5 years	13.096	8.810
Within 1 year	3.341	2.288

e) Other commitments

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

27 CONTINGENT LIABILITIES

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

(a) Expenditure on mineral rights and tenements

Tomalla

Ramelius signed a purchase option and joint venture agreement with Mr R P Hewett providing Ramelius with an option to acquire two Exploration Licences (EL71/49 & 48/48) & one Prospecting Licence (PL10/94) in New South Wales north of Gloucester. Ramelius may earn an 80% interest in the project by spending \$500,000 within 1.5 years, as well as a \$50,000 option and payment of \$100,000 for the transfer of interest in the tenements.

Cavanaghs

Ramelius signed a farm-in and joint venture agreement with Iron Wheal Pty Ltd. Ramelius intends to farm-in on two granted Prospecting Licences (PL58/1550 & 58/1552), five PL applications (PLA58/1669 - 58/1673) and one Exploration Licence application (ELA58/483) in the Murchison region. Ramelius may earn a 70% interest in the project by spending \$2,000,000 within 4 years, as well as a \$30,000 option and payment of \$300,000 for the transfer of interest in the tenements.

Condobolin

Ramelius signed a farm-in and joint venture agreement with Clancy Exploration Limited. Ramelius intends to farm-in on one Exploration Licence (EL77/48) in New South Wales. Ramelius may earn an 80% interest in the project by spending \$2,000,000 within 4 years.

(b) Bank guarantees

The group has negotiated a number of bank guarantees in favour of various government authorities and service providers. The total nominal amount of these guarantees at the reporting date is \$2,308,916 (2014: \$2,071,900). These bank guarantees are fully secured by cash on term deposit.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
	2015	2014
Note	\$000's	\$000's

28 CASH FLOW INFORMATION

a) Reconciliation of cash

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

19,278 7,913 Cash on deposit 9 Total cash and cash equivalents 32,425 12,433 b) Reconciliation of net profit to net cash provided by operating activities Profit (loss) after income tax 16,068 (85, 512) Non-cash items - Share-based payments 224 1,079 - Depreciation and amortisation 24,887 49,977 - Stock write-downs 12,556 - Impairment of assets 8 59,836 - Write-off of foreign currency translation reserve 132 - Tenement costs written-off 33 - Discount unwind on provisions 557 703 - Effect of exchange rate (5) (82) - Net fair value of derivative instruments (863) 3,179 Items presented as investing or financing activities - Available-for-sale investments 20 - (Gain) loss on disposal of non-current assets 3 11 - Non-current assets written off 17 40 - Demobilisation and restoration activities 868 40 Changes in assets and liabilities
(Increase) decrease
- Prepayments (52) 74
- Trade and other receivables 307 (921)
- Inventories 7,045 (11, 878)
- Deferred revenue (4,000) (12,000)
- Deferred tax assets 270 (394)
(Decrease) increase
- Trade and other payables (3,032) (6, 925)
(29) (1,034) - Provisions
491 - Current tax liabilities
- Deferred tax liabilities (16, 732) 4,199
Net cash provided by (used in) operating activities 45,776 (6,611)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Consolidated
2015	2014

29 RELATED PARTIES

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

a) Key management personnel compensation

1.923.525	3.496.086
147.231	533,532
۰	758.926
24.170	19.782
158.924	183,163
1,593,200	2,000,683

Detailed remuneration disclosures are provided in the Remuneration Report.

b) Subsidiaries

Interests in subsidiaries are set out in Note 31.

c) Transactions with other related parties

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

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

		2015	2014
Director	Transaction
Mr R M Kennedy	Amount paid to a related party of the director in respect of a
	leased property in Adelaide SA on an arm's length basis from 1
	July 2014 to 30 June 2015.	90,968	88,139

A \$13,935 bond has been paid to a related party of Mr Kennedy in relation to the leased property in Adelaide SA which is receivable on completion of the lease term or upon termination.

There was no other amount receivable from or payable to directors and their related entities at reporting date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

30 DEED OF CROSS GUARANTEE

Pursuant to Class Order 98/1418, wholly-owned subsidiary Mt Magnet Gold Pty Ltd (formerly Mt Magnet Gold NL) (Subsidiary) is relieved from the Corporations Act requirements for preparation, audit and lodgement of its financial reports.

As a condition of the Class Order, Ramelius and Mt Magnet Gold Pty Ltd (the Closed Group) entered into a Deed of Cross Guarantee on 15 December 2011 (Deed). The effect of the Deed is that Ramelius has guaranteed to pay any deficiency in the event of winding up of the abovementioned Subsidiary under certain provisions of the Corporations Act 2001. Mt Magnet Gold Pty Ltd has also given a similar guarantee in the event that Ramelius is wound up.

The Consolidated Statement of Comprehensive Income and Statement of Financial Position of the Closed Group are as follows:

	Closed Group
Consolidated Statement of Comprehensive Income	2015	2014
	\$000's	\$000's
Sales revenue	130,350	129,740
Cost of production	(104, 111)	(162, 408)
Gross profit (loss)	26,239	(32, 668)
Other expenses	(5,605)	(66, 155)
Other income	1,363	215
Operating profit (loss) before interest income and finance cost	21,997	(98, 608)
Interest income	538	675
Finance costs	(1, 375)	(1,646)
Profit (loss) before income tax	21,160	(99, 579)
Income tax benefit (expense)	(4,611)	15,922
Profit (loss) for the year	16,549	(83, 657)
Other comprehensive income
Net change in fair value of available-for-sale assets	(93)	2,204
Other comprehensive income for the year, net of tax	(93)	2,204
Total comprehensive income for the year	16,456	(81, 453)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

	Closed Group
Consolidated Statement of Financial Position	2015	2014
	\$000's	\$000's
Current assets
Cash and cash equivalents	31,356	12,037
Trade and other receivables	3,864	3,215
Inventories	7,843	14,801
Derivative financial instruments	1,078	5
Other current assets	722	678
Total current assets	44,863	30,736
Non-current assets
Available-for-sale financial assets	293	400
Trade and other receivables	976	375
Exploration and evaluation expenditure	7,734	22,766
Property, plant, equipment and development assets	70,662	44,824
Intangible assets	191	358
Derivative financial instruments	103
Deferred tax assets	28,664	28,638
Total non-current assets	108,623	97,361
Total assets	153,486	128,097
Current liabilities
Trade and other payables	17,554	15,576
Borrowings	1,062	5,275
Provisions	2,074	1,878
Total current liabilities	20,690	22,729
Non-current liabilities
Borrowings		1,062
Provisions	22,509	20,574
Derivative financial instruments	170
Deferred tax liabilities	12,474	8,277
Total non-current liabilities	35,153	29,913
Total liabilities	55,843	52,642
Net assets	97,643	75,455
Equity
Share capital	124,251	118,743
Reserves	3,086	2,955
Retained losses	(29, 694)	(46, 243)
Total equity
	97,643	75,455

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

31 INVESTMENTS IN CONTROLLED ENTITIES

The consolidated financial statements incorporate assets, liabilities and results of the ultimate parent entity. Ramelius Resources Limited, and the following subsidiaries in accordance with the accounting policy described in Note 1(b).

	Country of	Percentage Owned (%)
	Incorporation	2015	2014
Parent entity
Ramelius Resources Limited	Australia
Subsidiaries of Ramelius Resources Limited
Ramelius Milling Services Pty Ltd	Australia	100	100
Ramelius Nevada LLC 2	United States	$\overline{\phantom{0}}$	100
Mt Magnet Gold Pty Ltd	Australia	100	100
1 Percentage of voting nower is in proportion to ownership

2 Company dissolved 4 November 2014.

32 INTERESTS IN JOINT OPERATIONS

The group has a direct interest in a number of unincorporated joint operations at 30 June 2015, as follows:

Joint venture project	Principal activities	Interest
Tanami 1	Gold	85%
Tomalla 2	Gold	80%
Cavanagh 3	Nickel	70%
Condoblin 4	Gold	80%

1 Ramelius may earn an 85% interest by spending \$500,000 within 3 years including payment of \$50,000 option.

2 Ramelius may earn an 80% interest spending \$500,000 within 1.5 years, as well as a \$50,000 option and payment of \$100,000 for the transfer of interest in tenements.

3 Ramelius may earn a 70% interest by spending \$2,000,000 within 4 years, as well as a \$30,000 option and payment of \$300,000 for the transfer of interest ir tenements.

4 Ramelius may earn an 80% interest by spending \$2,000,000 within 4 years.

Ramelius' share of assets in unincorporated joint operations is as follows:

		Consolidated
	2015	2014
	\$000's	\$000's
Non-current assets
Exploration and evaluation expenditure (Note 18)	755	67

33 SUBSEQUENT EVENTS

Mr Mark William Zeptner was appointed Managing Director of the Company effective 1 July 2015.

In July 2015 Ramelius agreed to lease its Burbanks processing plant to Kidman Resources Limited for a period of one year which may be extended by mutual agreement.

Apart from the above, no matters or circumstances have arisen since 30 June 2015 that have significantly affected, or may significantly affect:

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

34 PARENT ENTITY INFORMATION

	Parent entity
	2015	2014
	\$000's	\$000's
a) Summary of financial information
Financial statements for the parent entity show the following aggregate amounts:
Current assets	24,886	11,684
Total assets	107,864	79,825
Current liabilities	(5, 359)	(2,033)
Total liabilities	(13, 478)	(6, 144)
Net assets	94,386	73,681
Equity
Share capital	124,251	118,743
Reserves
Share-based payment reserve	2,545	2,321
Available-for-sale reserve	(93)
Retained losses	(32, 317)	(47,383)
Total equity	94,386	73,681
b) Income Statement
Profit (loss) after income tax	15,066	(128, 191)
Total comprehensive income (loss)	14,973	(125, 987)
c) Commitments
(i) Operating lease commitments
Future minimum rentals payable on non-cancellable operating leases due:
Within 1 year	468	180
Later than 1 year but not later than 5 years	462
Total operating lease commitments	930	180
(ii) Minimum exploration and evaluation commitments In order to maintain current rights of tenure to exploration tenements, Ramelius is required to perform minimum

exploration work to meet minimum expenditure requirements. These obligations are subject to renegotiation and may be farmed out or relinquished. These obligations are not provided for in the parent entity financial statements.

Total minimum exploration and evaluation commitments 11.824	3.798
Later than 5 years 4.938	2.033
Later than 1 year but not later than 5 years 5,511	1.415
1,375	350

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Significant operating leases include the following:

Ramelius has a 3 year non-cancellable operating lease for office space in Adelaide effective from December 2014 at a cost of \$91.067 per annum plus CPI adjustments.

Ramelius has a 1 year non-cancellable operating lease for office space in Perth effective from June 2015 at a cost of \$132,840 per annum plus CPI adjustments.

Ramelius has 3 year non-cancellable operating leases for storage and dispensing equipment at Vivien effective from March 2015 and June 2015 at a total cost of \$110,760 per annum.

Ramelius has a 3 year non-cancellable operating lease for office hire at Vivien effective from March 2015 at a cost of \$66,606 per annum.

(iii) Other commitments

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

d) Contingent liabilities

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

(i) Expenditure on mineral rights and tenements

Tomalla

Ramelius signed a purchase option and joint venture agreement with Mr R P Hewett providing Ramelius with an option to acquire two Exploration Licences (EL71/49 & 48/48) & one Prospecting Licence (PL10/94) in New South Wales north of Gloucester. Ramelius may earn an 80% interest in the project by spending \$500,000 within 1.5 years, as well as a \$50,000 option and payment of \$100,000 for the transfer of interest in the tenements.

Cavanaghs

Ramelius signed a farm-in and joint venture agreement with Iron Wheal Pty Ltd. Ramelius intends to farm-in on two granted Prospecting Licences (PL58/1550 & 58/1552), five PL applications (PLA58/1669 - 58/1673) and one Exploration Licence application (ELA58/483) in the Murchison region. Ramelius may earn a 70% interest in the project by spending \$2,000,000 within 4 years, as well as a \$30,000 option and payment of \$300,000 for the transfer of interest in the tenements.

Condobolin

Ramelius signed a farm-in and joint venture agreement with Clancy Exploration Limited. Ramelius intends to farm-in on one Exploration Licence (EL77/48) in New South Wales. Ramelius may earn an 80% interest in the project by spending \$2,000,000 within 4 years.

(ii) Bank guarantees

Ramelius has negotiated a number of bank guarantees in favour of various government authorities and service providers. The total nominal amount of these guarantees at the reporting date is \$2,291,916 (2014: \$2,054,900). These bank guarantees are fully secured by cash on term deposit.

e) Guarantees in relation to debts of subsidiaries

Ramelius and Mt Magnet Gold Pty Ltd (the Closed Group) entered into a Deed of Cross Guarantee on 15 December 2011 (Deed) as noted in Note 30 above. The effect of the Deed is that Ramelius has guaranteed to pay any deficiency in the event of winding up of the abovementioned Subsidiary under certain provisions of the Corporations Act 2001. Mt Magnet Gold Pty Ltd has also given a similar guarantee in the event that Ramelius is wound up.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

35 COMPANY DETAILS

The registered office and principal place of business of Ramelius is:

Suite 4, 148 Greenhill Road PARKSIDE SA 5063

DIRECTORS' DECLARATION FOR THE YEAR ENDED 30 JUNE 2015

In the directors' opinion:

• a) the financial statements and notes set out on pages 56 to 105, are in accordance with the Corporations Act 2001, including:
• (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
• (ii) giving a true and fair view of the consolidated group's financial position as at 30 June 2015 and of its performance for the financial year ended on that date, and
• b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and
• c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in Note 30 will be able to meet any obligations or liabilities to which they are, or may become, subject by the virtue of the deed of cross guarantee described in Note 30.

Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Australian Standards Board.

The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001.

The declaration is made in accordance with a resolution of the directors.

Robert Michael Kennedy Chairman Adelaide 27 August 2015

Level 1, 67 Greenhill Rd Wayville SA 5034

Correspondence to: GPO Box 1270 Adelaide SA 5001

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

,1'(3(1'(17\$8',725·65(3257 TO THE MEMBERS OF RAMELIUS RESOURCES LIMITED

Report on the financial report

We have audited the accompanying financial report of Ramelius Resources Limited (the ´Companyµ?ZKLFKFRPSULVHVWKHstatement of financial position as at 30 June 2015, the income statement, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information DQGWKHGLUHFWRUV· declaration of the company the consolidated entity comprising the Company and the entities LWFRQWUROOHGDWWKH\HDU·VHQGRUIURPWLPHWRWLPHGXULQJWKHILQDQFLDO\HDU

'LUHFWRUV· responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001. 7KH'LUHFWRUV·UHVSRQVLELOLW\DOVRLQFOXGHVVXFKinternal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.

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Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require us to comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

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

µ*UDQW7KRUQWRQ¶UHIHUVWRWKHEUDQGXQGHUZKLFKWKH*UDQW7KRUQWRQPHPEHUILUPVSURYLGHDVVXUDQFHWD[DQGDGYLVRU\VHUYLFHV to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and DUHQRWOLDEOHIRURQHDQRWKHU¶VDFWVRURPLVVLRQV,QWKH\$XVWUDOLDQFRQWH[WRQO\WKHXVHRIWKHWHUPµ*UDQW7KRUQWRQ¶PD\UHIHUWR*UDQW7KRUQWRQ\$XVWUDOLD/LPLWHG\$%1DQGLWV Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report7KHSURFHGXUHVVHOHFWHGGHSHQGRQWKHDXGLWRU·V judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the &RPSDQ\·Vpreparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the &RPSDQ\·V internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

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In our opinion:

• a the financial report of Ramelius Resources Limited is in accordance with the Corporations Act 2001, including:
• i giving a true DQGIDLUYLHZRIWKHFRQVROLGDWHGHQWLW\·VILQDQFLDOSRVLWLRQDVDW30 June 2015 and of their performance for the year ended on that date; and
• ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
• b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration rHSRUWLQFOXGHGWKHGLUHFWRUV·UHSRrt for the year ended 30 June 2015. The Directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

\$XGLWRU·VRSLQLRQRQWKHUHPXQHUDWLRQUHSRUW

In our opinion, the remuneration report of Ramelius Resources Limited for the year ended 30 June 2015, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP Chartered Accountants

S J Gray Partner

Adelaide, 27 August 2015

Ramelius Resources Limited

Shareholder Information

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

Shareholdings as at 14 September 2015

Substantial shareholders

There were no substantial shareholders of the Company as at 14 September 2015:

Voting rights

Fully paid ordinary shares

Subject to any rights or restrictions attached to any class of shares, at a meeting of members, on a show of hands, each member present (in person, by proxy, attorney or representative) has one vote and on a poll, each member present (in person, by proxy, attorney or representative) has one vote for each fully paid share they hold.

Options

Details of options on issue by the Company as at 14 September 2015 are as follows.

Expiry date	Exercise price	Number of Options
11/6/2016	\$0.19867*	1,500,000
11/6/2017	\$0.24867*	1,500,000

* As result of 1:4 Rights issue in July 2014, exercise price reduced from \$0.20 and \$0.25 to \$0.19869 and \$0.24869 respectively in accordance with the terms of the options.

Option holders will be entitled on payment of the exercise price shown above to be allotted one ordinary fully paid share in the Company for each option exercised. Options are exercisable in whole or in part at any time until the expiry dates. Any options not exercised before expiry will lapse.

Distribution of equity security holders

Category	Holders of Quoted Ordinary shares	Holders of Unquoted 11 June 2016 \$0.19867	Holders of Unquoted 11 June 2017 \$0.24867
		Options	Options
1 – 1,000	874
1,001 – 5,000	1,556
5,001 – 10,000	1,109
10,001 – 100,000	2,836
100,001 and over	757	1	1
Total number of security holders	7,132	1	1

The number of shareholders holding less than a marketable parcel of ordinary shares is 1,992.

All unquoted options are held by the Company's Managing Director and Chief Executive Officer, Mr Mark Zeptner.

On market buy-back

There is no current on-market buy-back.

Ramelius Resources Limited

Shareholder Information

Twenty largest shareholders

The names of the 20 largest holders of fully paid ordinary shares constituting a class of quoted equity securities on the Australian Securities Exchange Limited including the number and percentage held by those holders at 14 September 2015 are as follows.

	Number of fully
	paid ordinary	Percentage
Name	shares held	held
J P Morgan Nominees Australia Limited	19,029,448	4.02
Citicorp Nominees Pty Ltd	17,047,458	3.60
HSBC Custody Nominees (Australia) Limited	8,674,313	1.83
Jetosea Pty Ltd	8,645,471	1.82
Mandurang Pty Ltd	8,053,570	1.70
Stramig Holdings Pty Ltd	8,000,000	1.69
West Trade Enterprises Pty Ltd	7,000,000	1.48
Guina Energy Pty Limited	6,000,000	1.27
National Nominees Limited	5,146,043	1.08
Aurelius Resources Pty Ltd	5,074,091	1.07
Mr George Chien Hsun Lu & Mrs Jenny Chin Pao Lu	4,805,000	1.01
NEFCO Nominees Pty Ltd	4,250,000	0.90
Mr Timothy Bryce Kleemann	4,018,000	0.85
ABN Amro Clearing Sydney Nominees Pty Ltd	3,491,584	0.74
Lu's International Limited	2,500,000	0.53
Mrs Lauren Michelle Rennick	2,499,970	0.53
W & J Marshall Pty Ltd	2,323,000	0.49
Mr Brian Henry McCubbing & Mrs Adriana Maria McCubbing
	2,250,000	0.47
Citicorp Nominees Pty Ltd	2,175,495	0.46
Accbell Nominees Pty Ltd	2,033,019	0.43
	123,016,462	25.97

Unquoted and restricted equity securities

Fully paid ordinary Shares

There are no unquoted restricted fully paid ordinary shares on issue.

Options

Details of options on issue as at 14 September 2015 which are unquoted restricted securities are as follows.

	Number of unquoted option
Date until securities are restricted	securities on issue	Number of holders
11 June 2016*	1,500,000	1
11 June 2017**	1,500,000	1

* These securities are exercisable at \$0.19867 by 11 June 2016 and may not be transferred or used as collateral.

** These securities are exercisable at \$0.24867 by 11 June 2017 and may not be transferred or used as collateral.

Corporate Directory

PRINCIPAL REGISTERED OFFICE:

RAMELIUS RESOURCES LIMITED Suite 4, 148 Greenhill Road PARKSIDE SA 5063 PO Box 506 UNLEY SA 5061 Telephone: (08) 8271 1999 Facsimile: (08) 8271 1988 Email: info@rameliusresources.com.au Website: www.rameliusresources.com.au

PERTH OPERATIONS OFFICE:

Level 1, 130 Royal Street EAST PERTH WA 6004 PO Box 6070 EAST PERTH WA 6892 Telephone: (08) 9202 1127 Facsimile: (08) 9202 1138

DIRECTORS, SENIOR MANAGEMENT AND CONSULTANTS:

ROBERT MICHAEL KENNEDY ASAIT, Grad. Dip. (Systems Analysis) FCA, ACIS, AGIA, FAIM, FAICD Independent Non-Executive Chairman

MARK WILLIAM ZEPTNER BEng (Hons) Mining, MAusIMM, MAICD Managing Director and Chief Executive Officer

KEVIN JAMES LINES BSc (Geology), MAusIMM. Independent Non-Executive Director

MICHAEL ANDREW BOHM BAppSc (Mining Engineering), MAusIMM, MAICD Independent Non-Executive Director

DOMENICO ANTONIO FRANCESE BEc, FCA, FFin, ACIS, AGIA Company Secretary and Chief Financial Officer

KEVIN MARK SEYMOUR BSc, (Geology), MAusIMM, General Manager, Exploration & Business Development

TIM BLYTH Associate Diploma (Geoscience), MAusIMM Registered Mine Manager, WA General Manager, Mt Magnet

AUSTRALIAN SECURITIES EXCHANGE:

Code: RMS Listed on Australian Securities Exchange Limited Exchange Centre, 20 Bridge Street SYDNEY, NSW, 2000

SHARE REGISTRAR: Location of Share Register

Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street ADELAIDE SA 5000 Telephone: 1300 556 161 (within Australia), +61 3 9415 4000 (outside Australia) Facsimile: 1300 534 987 (within Australia), +61 3 9473 2408 (outside Australia) Enquiries: www.investorcentre.com/contact

AUDITORS:

Grant Thornton Chartered Accountants 67 Greenhill Road WAYVILLE SA 5034

LAWYERS:

DMAW Lawyers Pty Ltd Level 3, 80 King William Street ADELAIDE SA 5000

Ramelius Resources Limited ACN 001 717 540

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

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ramelius Resources Limited (Company) will be held at Australian Institute of Management SA, Centre for Management Development, 180 Port Road Hindmarsh South Australia 5007 on Thursday 26 November 2015 at 11.00 am Adelaide time.

AGENDA

ORDINARY BUSINESS

$1.$ Address and presentation by Chairman and Managing Director

An address and presentation will be given by the Chairman and Managing Director.

$2.$ Annual Financial Report

To receive and consider the financial report and the Directors' and Auditor's Reports for the year ended 30 June 2015.

The Ramelius Resources Limited 2015 Annual Report is now available at: http://www.rameliusresources.com.au under "Reports" and "Annual Reports".

Adoption of Remuneration Report 3.

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

"That the Remuneration Report required by section 300A of the Corporations Act 2001, as contained in the Company's Directors Report for the year ended 30 June 2015 is adopted."

Voting Exclusion Statement

In accordance with the Corporations Act, a vote must not be cast on this resolution in any capacity (and will be taken not to have been cast if cast contrary to this restriction) by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report, and any closely related party of such a member. However, such a member or any closely related party of such a member may cast a vote as a proxy if the vote is not cast on behalf of a person described above and either:

• the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the resolution;
• the person is the Chair of the Meeting at which the resolution is voted $\bullet$ on and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. Note: The vote on this resolution is advisory only and does not bind the directors or the Company.

4. Re-election of Mr Robert Michael Kennedy

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

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

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

SPECIAL BUSINESS

5. Issue of options to Mr Mark William Zeptner

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 3,000,000 options on the terms summarised in the accompanying explanatory memorandum, to Mr Mark William Zeptner, a related party of the Company be approved."

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Mr Mark William Zeptner and any of his associates. 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 $\bullet$ accordance with the directions on the proxy form; or
• it is cast by the person chairing the Meeting as a proxy for a person who is $\bullet$ entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, in accordance with the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by a member of the key management personnel, and closely related party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution. However, this restriction does not apply in respect of a person who is the chair of the Meeting at which the resolution is voted on and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

OTHER BUSINESS

To transact any further business that may be lawfully brought forward. 6.

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

By Order of the Board

. . . . . . . . . . . . . . . . . . . . Dom Francese Company Secretary 23 October 2015 935995

EXPLANATORY MEMORANDUM ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON THURSDAY 26 NOVEMBER 2015

$1.$ ADDRESS AND PRESENTATION

The Chairman and Managing Director will address the meeting and make a presentation.

$2.$ ANNUAL FINANCIAL REPORT

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

ADOPTION OF REMUNERATION REPORT $3_l$

In accordance with section 250R of the Corporations Act 2001, the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 30 June 2015.

The Remuneration Report is a distinct section of the Directors' Report that deals with the remuneration of directors and key management personnel of the Company and can be located on pages 45 to 54 of the 2015 Annual Report and also on the Company's website at http://www.rameliusresources.com.au under "Reports" and "Annual Reports".

The Remuneration Report includes details of total remuneration of directors and key management personnel of the Company, the components of total remuneration and the Company's policy for determining the nature and amounts of remuneration of directors and key management personnel.

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

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

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

$\overline{4}$ . RE-ELECTION OF MR ROBERT MICHAEL KENNEDY

At the date of the Annual General Meeting of members the Board of directors of the Company comprises four directors. Of these, one (excluding the Managing Director) is required by the Company's constitution to retire at the meeting.

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

Robert Michael Kennedy ASAIT, Grad. Dip (Systems Analysis), FCA, AGIA, Life member AIM. FAICD.

Mr Kennedy, a Chartered Accountant, has been the non-executive Chairman of Ramelius Resources Limited since the Company was listed on ASX in March 2003. Mr Kennedy brings to the Board his expertise and extensive experience as chairman and non-executive director of a range of listed public companies in the resources sector. Mr Kennedy is also a member of the Audit & Risk Committee and the Nomination & Remuneration Committee.

935995

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

In assessing Mr Kennedy's independence, the Board (excluding Mr Kennedy), took into account his ability and consistent track record to think and act independently across a wide range of issues. Whilst Mr Kennedy has been appointed to a number of resource industry boards, due to his extensive knowledge of the industry and the companies all operating domestically, the time required across these companies in no way impedes on his dedication to his role as Chairman of the Board. In taking all of these issues into account, the Board (excluding Mr Kennedy), were unanimous in declaring Mr Kennedy as independent.

Mr Kennedy is a director of ASX listed companies. Tychean Resources Limited (since 2006). Flinders Mines Limited (since December 2001), Maximus Resources Limited (since 2004) and Monax Mining Limited (since 2004).

The directors (with Mr Kennedy abstaining) recommend shareholders vote in favour of the re-election of Mr Kennedy.

5. ISSUE OF OPTIONS TO MR MARK WILLIAM ZEPTNER

ASX Listing Rule 10.11 provides that a company must not issue or agree to issue equity securities to a director without the approval of holders of ordinary securities.

This resolution proposes approval in accordance with ASX Listing Rule 10.11 for the issue of options to Mr Mark Zeptner, a director of the Company.

ASX Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period.

If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Information required by ASX Listing Rule 10.13

The following information is provided in relation to the proposed issue of options to Mr Zeptner, in accordance with ASX Listing Rule 10.13.

3,000,000 options exercisable at \$0.20 each within two years of vesting are to be $\bullet$ issued to Mr Zeptner. The options vest in two tranches. 1,500,000 options vest on 11 June 2017 (First Options Tranche Vesting Date) provided that Mr Zeptner is an employee of the Company on that date; and are exercisable for a period of two years from that date. The remaining 1,500,000 options vest on the first anniversary of the First Options Tranche Vesting Date provided that Mr Zeptner is an employee of the Company on that date; and are exercisable for a period of two years from that date. The key terms of the options are set out in further detail below;

Number of options	Exercise price	Vesting date	Expiry date
1,500,000	\$0.20	11 June 2017	11 June 2019
1,500,000	\$0.20	11 June 2018	11 June 2020

• the options will be issued not more than one month after the date of the meeting to $\bullet$ which the explanatory memorandum relates;
• the options will be issued for no consideration and otherwise on the terms set out in $\bullet$ this explanatory memorandum (including Annexure A);
• there will be no funds raised from the issue. Funds raised on exercise of the options $\bullet$ will be used by the Company for its existing projects, any corporate or asset acquisition opportunities that are considered appropriate and working capital;

The directors, other than Mr Zeptner who makes no recommendation, recommend that shareholders vote in favour of the resolution.

VOTING INFORMATION AND NOTES

$1.$ Voting entitlement on a poll

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

$2.$ Proxies

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

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

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

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

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

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

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

Chairman acting as proxy

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

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

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

In relation to resolutions 3 and 5, if the shareholder has appointed the Chairman as their proxy and no voting direction has been given, the shareholder will be expressly authorising the Chairman to exercise the undirected proxy in respect of resolutions 3 and 5 even though the resolution is connected with the remuneration of members of the KMP of the Company. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.

$3.$ Custodian voting

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

4. Entitlement to vote at the meeting

For the purpose of the meeting, shares in the Company will be taken to be held by those persons who are registered holders at 7.00 pm (Adelaide time) on Tuesday, 24 November 2015. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

5. Quorum

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

6. Appointing a corporate representative

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

$7.$ Appointment of an attorney

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

ANNEXURE A

Rights and Liabilities attaching to Unlisted \$0.20 Options (Options)

• 1. Optionholders 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);
• $2.$ Options are exercisable in whole or in part at any time during the relevant exercise period detailed below:

Number of options	Exercise price	Vesting date (beginning of exercise period)	Expiry date (end of exercise period)
1,500,000	\$0.20	11 June 2017	11 June 2019
1,500,000	\$0.20	11 June 2018	11 June 2020

Any options not exercised before the expiry of the exercise period will lapse.

• 1. 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 not apply for Options to be quoted on ASX. However, the Company will 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:
• 1. Options are non transferable and may only be exercised by the holder;
• 1. An Optionholder may only participate in new issues of securities to 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 Optionholder of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules:
• 1. If there is a 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;
• 1. 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:

$$
O' = O - \frac{E [P - (S + D)]}{(N + 1)}
$$

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.

1. 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 the ASX Listing Rules.

Ramelius Resources

Limited ABN 51 001 717 540

Lodge your vote:

Online: www.investorvote.com.au

By Mail:

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

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

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

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online

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

Your access information that you will need to vote:

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

For your vote to be effective it must be received by 11:00am (Adelaide time) Tuesday 24 November 2015

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

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

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

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

Attending the Meeting

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

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

or turn over to complete the form GO ONLINE TO VOTE,

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

Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Ramelius Resources Limited to be held at Australian Institute of Management SA, Centre for Management Development, 180 Port Road, Hindmarsh, South Australia 5007 on Thursday, 26 November 2015 at 11:00am (Adelaide time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 3 & 5 (except where I/we have indicated a different voting intention below) even though Items 3 & 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

STEP 2	 Items of Business	n O PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
	ORDINARY BUSINESS		Against Abstain For
3	Adoption of Remuneration Report	e
4	Re-election of Mr Robert Michael Kennedy	l p
	SPECIAL BUSINESS
5	Issue of options to Mr Mark William Zeptner	m a

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

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

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