RAMELIUS RESOURCES LIMITED — Capital/Financing Update 2003

Dec 23, 2003

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 177/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

RAMELIUS RESOURCES LIMITED

ABN

51 001 717 540

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary Fully Paid 20 cent Shares

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities 3 (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Maximum of 36,289,002 ordinary shares if fully subscribed (final number to be advised)

Ordinary fully paid shares

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do which extent to the they participate for the next dividend, case of $(in$ the a trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend,	Yes
	distribution or interest payment
5.	Issue price or consideration	\$0.11 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Pursuant to a 1 for 1 pro-rata renounceable Rights Issue and Offer Information Statement dated 24 December 2003
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	12/3/2004 (for all acceptances received by the closing date)
		Number	*Class
8	Number and class οf all securities quoted on ASX. (including the securities in clause 2 if applicable)	55,050,852 10,272,175 Maximum (as at 24/12/2003) if fully subscribed	Ordinary full paid shares Options expiring 31/12/2007

⁺ See chapter 19 for defined terms.

$\overline{Q}$ Number and ⁺class of al *securities not quoted on AS2 (including the securities in clause 2 if applicable)

	Number	*Class
II	17,527,152	Restricted ordinary shares
ζ	12,913,575	Restricted options expiring
e		31/12/2007

$10$ Dividend policy (in the case of a $N/A$ trust, distribution policy) on the increased capital (interests)

$No$

Part 2 - Bonus issue or pro rata issue

• $11$ $\mathbf{I}\mathbf{s}$ security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?

Renounceable

Ordinary fully paid shares

• Ratio in which the "securities will 13 $1$ for $1$ be offered
• $14$ *Class of *securities to which the offer relates

15 *Record date determine fo entitlements

9/1/2004

N₀

• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in 17 relation to fractions
• $N/A$
• Names of countries in which the 18 entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt acceptances or renunciations

United Kingdom United States of America Any other overseas country where a shareholder may have its registered address	New Zealand
	as at the record date

of 20/2/2004

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	fee any handling Amount of payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25.	If the issue is contingent on *security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	14/1/2004
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	30/12/2003
28	Date rights trading will begin (if applicable)	5/1/2004
29.	Date rights trading will end (if applicable)	13/2/2004
30	How do *security holders sell their entitlements in full through a broker?	In accordance with paragraph 9 of the Offer Information Statement (i.e., complete "Instructions to your stockbroker" on the Entitlement and Acceptance Form and lodge with stockbroker)
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	In accordance with paragraph 10 of the Offer Information Statement (i.e., complete "Instructions to your stockbroker" in addition to the number of shares to be taken up on the Entitlement and Acceptance Form and lodge with stockbroker)

⁺ See chapter 19 for defined terms.

⁺ See chapter 19 for defined terms.

32	How do "security holders dispose of their entitlements (except by sale through a broker)?	In accordance with paragraph 11 of the Offer Information Statement (i.e., complete Renunciation Form available from the Company's share registrar and lodge together with Entitlement and Acceptance Form and the applicable transferee's cheque with the share registrar by the closing date.
	*Despatch date	12/3/2004

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

-34	Type of securities
	(tick one)

Securities described in Part 1

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities N/A

Tick to indicate you are providing the information or documents

35

$(a)$

$(b)$

If the ⁺securities are +equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

If the "securities are "equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over 37

A copy of any trust deed for the additional *securities

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b) $N/A$

• Number of securities for which 38 *quotation is sought
• 39 Class of *securities for which quotation is sought
• $40¹$ Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and *class of all *securities 42 quoted on ASX (including the securities in clause $38$ )

Number	+ Class

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any $\bullet$ applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	Dom Francese	Date: 24/12/2003
	(Director/Company secretary)

$\begin{tabular}{lllllllllllll} \quad \quad & \quad \quad & \quad \quad & \quad \quad \ \hline \quad \quad & \quad \quad & \quad \quad & \quad \quad \ \hline \quad \quad & \quad \quad & \quad \quad & \quad \quad \ \hline \quad \quad & \quad \quad & \quad \quad & \quad \quad \ \hline \end{tabular}$

⁺ See chapter 19 for defined terms.