RAMELIUS RESOURCES LIMITED — Capital/Financing Update 2003

Jan 22, 2003

Ramelius Resources Limited

ACN 001 717 540

140 Greenhill Road UNLEY SA 5061 Telephone: (08) 8373 6473 Fax: (08) 8373 5933

Website: www.rameliusresources.com.au

This document is important and should be read in its entirety. If you do not understand any part of this document you should seek professional advice.

SUPPLEMENTARY PROSPECTUS

$1.$ Important Information

• $1.1$ This Supplementary Prospectus must be read together with the Replacement Prospectus dated 13 November 2002 ("Replacement Prospectus") issued by Ramelius Resources Limited ("Ramellus").
• $1.2.$ This Supplementary Prospectus is dated 21 January 2003. A copy of this Supplementary Prospectus was locged with the Australian Securities and Investments Commission ("ASIC") on 21 January 2003. ASIC and ASX take no responsibility for the content of this Supplementary Prospectus.
• $1,3$ Words used in this Supplementary Prospectus have the same meaning as given to those words in the Replacement Prospectus, unless the contrary intention appears.
• $1.4$ This Supplementary Prospectus and the Replacement Prospectus may be viewed at the Company's internet address: www.rameliusresources.com.au.

$2.$ Introduction

• 2.1 The Company has prepared and lodged this Supplementary Prospectus with the ASIC and ASX to:
• $2.1.1$ extend the indicative closing date of the Offer under the Replacement Prospectus to 28 February 2003;
• $2.1.2$ extend the period for admission to quotation of the securities offered under the Replacement Prospectus from 3 months from the date of the original Prospectus, dated 5 November 2002 to 3 months from the date of this Supplementary Prospectus;
• $2.1.3$ reduce the minimum subscription from \$4.5 million under the Replacement Prospectus to \$3.2 million;
• $2.14$ make changes to the Replacement Prospectus that are incidental to the change to the indicative closing date and minimum subscription; and
• $2.1.5$ update the Replacement Prospectus in relation to the status of certain material contracts detailed in section 13 of the Replacement Prospectus.
• $2.2$ The Replacement Prospectus is amended in the manner set out in this Supplementary Prospectus.

Extended Indicative Closing Date 3.

• $3.1$ The indicative closing date has been extended to 28 February 2003.
• $3.2$ Key Dates*

Offer Opens	13 November 2002
Date of Supplementary Prospectus	21 January 2003
Closing Date under Replacement Prospectus	31 December 2002
Closing Date under Supplementary Prospectus	28 February 2003
Anticipated Date for Quotation of Securities	28 March 2003

*These dates are indicative only. The Directors reserve the right to extend the Offer or close the Offer early without prior notice.

Due to the extension of the indicative Closing Date, options will no longer be exercisable from 1 $3.3$ January 2003. Options will be issued on the condition they are exercisable in whole or in part at any time from the date being one calendar day after Ramelius lists on the Australian Stock
Exchange until 31 December 2007 (the "Exercise Period"). Any options not exercised before the expiry of the Exercise Period will lapse.

4. ASX Listing

• $4.1$ The period for Ramellus to be admitted to the Official List of ASX and the quotation of its securities has been extended to the date 3 months after the date of this Supplementary Prospectus.
• $4.2$ By a declaration of ASIC made on 20 January 2003 pursuant to section 741(1)(b) of the Corporations Act, sections 723(3)(b) and 724(1)(b)(ii) of the Corporations Act were modified in respect of this Supplementary Prospectus to permit the extension of the period for Ramelius to be admitted to the Official List of the ASX and the quotation of its securities to 3 months from the date of this Supplementary Prospectus.
• 4.3 Application for Ramelius' admission to the Official List of the ASX and quotation of Ramelius' shares was made on 12 November 2002.
• 4.4 If Ramelius is not admitted to the official list of the ASX and the shares are not admitted to quotation within 3 months from the date of this Supplementary Prospectus all application monies will be refunded without interest.

5. Variation of Material Contracts

• $5.1$ Several Material Contracts disclosed in the Replacement Prospectus contained a condition precedent that Ramelius raise \$4.5 million before 31 December 2002, by an equity capital raising. The following Material Contracts have extended the date by which this condition precedent be satisfied as follows:-
• $5.1.1$ "Agreement with Westex Resources Pty Ltd (Refer to section 13 of Replacement Prospectus, clause 1.1) - date for satisfaction of condition precedent extended to 31 March 2003:
• $5.1.2$ **Agreement with Bullabulling Pty Ltd (Refer to section 13 of Replacement Prospectus, clause 1.2) - date for satisfaction of condition precedent extended to 31 March 2003;
• 513 **Agreement with Westex Resources Pty Ltd (Refer to section 13 of Replacement Prospectus, clause 1.7) - date for satisfaction of condition precedent extended to 31 March 2003:

• $5.1.4$ **Agreement with Far Corners Minerals NL and Barminco Pty Ltd (Refer to section 13 of Replacement Prospectus, clause 1.8) - date for satisfaction of condition precedent extended to 30 April 2003;

• $5.1.5$ *Option and Sale Agreement with Far Corners (Refer to section 13 of Replacement Prospectus, clause 3.3 which does not refer to the condition precedent) - date for satisfaction of condition precedent extended to 31 March 2003;

• 5.1.6 **Farm In Agreement with Linden Gold Mining Pty Ltd (Refer to section 13 of Replacement Prospectus, clause 2.2) - date for satisfaction of condition precedent extended to 31 March 2003:
• $5.1.7$ "Option and Sale Agreement with Killoran NL and Kurana Pty Ltd as trustee for the Buchhorn Unit Trust (Refer to section 13 of Replacement Prospectus, clause 3.2) date for satisfaction of condition precedent extended to 31 March 2003:
• ** Exploration and Option Agreement with Kinver Mining Pty Ltd and JH Mining Pty $5.1.8$ Ltd (Refer to section 13 of Replacement Prospectus, clause 5.1) - date for satisfaction of condition precedent extended to 31 March 2003.

NOTES

• This agreement also had the amount for satisfaction of the condition precedent reduced to \$3.2 million.
• These agreements provide that the condition precedent is for the benefit of Ramellus and Ramelius may waive the condition precedent at any time by written notice to the other party to the agreement. The amount for satisfaction of the condition precedent has not been varied. If necessary, Ramelius will waive the requirement that an amount of \$4.5 million be raised by the new date.
• 5.2 The agreement to vary the terms of the above contracts by extending the dates for satisfaction of the conditions precedent benefits investors by ensuring representations made by Ramelius In the Replacement Prospectus concerning its rights to earn into, or purchase, an interest in certain mining tenements remain accurate and correct. The variation of each agreement relates only to the variation of the dates for Ramelius complying with the relevant conditions precedent.

6. Lapse of Material Contracts

• $6.1$ The following material contracts also contained the condition precedent that Ramelius raise \$4.5 million before 31 December 2002 by an equity capital raising:-
• $6.1.1$ Agreement with Neil Wesley Sinclair, dated 13 August 2001 and summarised at clause 1.3 of section 13 of the Replacement Prospectus ("Sinclair Agreement");
• $6.1.2$ Agreement with Robert Edward Gilbert, dated 13 August 2001 and summarised at clause 1.4 of section 13 of the Replacement Prospectus ("Gilbert Agreement");
• 6.1.3 Agreement between Ramelius as assignee from Beach Petroleum NL and Amalg Resources NL, dated 4 November 2002 and summarised at clause 1.5 of section 13 of the Replacement Prospectus ("Amalg Agreement").
• The Sinclair Agreement provided Ramelius with the option of purchasing all of Sinclair's right, $6.2$ title and interest in prospecting licences PL 15/4117 and PL 15/4118. The Gilbert Agreement provided Ramelius with the option of purchasing all of Gilbert's right, title and interest in
  prospecting licences PL 15/4457 and 15/4458. Collectively the prospecting licences PL 15/4117, PL 15/4118, PL 15/4457 and 15/4458 comprise the project referred to throughout the Replacement Prospectus as the "Spargos South A & B" project.

• The Amalg Agreement provided Ramelius with the option of purchasing all of Amalg's right, title 6.3 and interest in Western Australian mining tenements PL 15/3181, PL 15/3182, PL 15/3183, PL 15/3184, PL 15/3185, PL 15/3186, PL 15/3220, PL 15/4181, MLA 15/985, MLA 15/986, MLA 15/987, MLA 15/988, MLA 15/989, MLA 15/982, MLA 15/983 and MLA 15/1040, Collectively. these mining tenements comprise the project referred to throughout the Replacement Prospectus as the "Spargos Reward" project.

• $6.4$ The Sparges South A & B project is a greenfields project with relatively modest exploration programmes proposed.

• 6.5 The Spargos Reward project is regarded by the Directors as Ramelius' weakest brownfields project. Ramelius intended evaluating the known prospects on this project and proposed a relatively modest exploration programme.
• 6.6 The Sinclair Agreement, Gilbert Agreement and Amalg Agreement have now lapsed and are no longer enforceable. Consequently, all references in the Replacement Prospectus (whether direct or indirect) to Spargos South A & B, Spargos Reward, the Sinclair Agreement, the Glibert Agreement and the Amalg Agreement should be disregarded by investors.
• 6.7 Disregarding the agreements identified in clause 6.1 has the following effects, which investors should note when considering the Replacement Prospectus:-
• $6.7.1$ the number of gold resource projects which Ramelius has rights to is reduced from four to three:
• $6.7.2$ the number of prospects with clear targets ready for immediate drilling at Coolgardie and Spargoville are reduced from seven to five;
• $6.7.3$ the number of tenements in which Ramelius has an interest are reduced from seventy to fifty:
• $6.7.4$ the number of projects in which Ramelius has an interest are reduced from thirteen to eleven:
• 6.7.5 the independent geologist's preferred valuation summary of Ramelius' mineral assets and intended mineral assets, located at page 83 of the Replacement
  Prospectus, is reduced (in the preferred value column) from \$3,673,100 to \$3.113.000, and
• 6.7.6 Ramelius retains rights to the key 20 km region in the Spargoville Region under the Wattle Dam project, however, the total area held is reduced as a result of the lapse of certain projects contiguous to the Spargoville Region.

$7.$ Reduction in Minimum Subscription

$7.1$ Minimum Subscription

The minimum subscription to be raised pursuant to this Supplementary Prospectus is now \$3.2 million or 16,000,000 shares compared with a minimum subscription of \$4.5 million or 22,500,000 shares in the Replacement Prospectus. No shares will be allotted by Ramelius until the revised minimum subscription has been reached.

Use of Funds

The use of funds table contained at page 14 of the Replacement Prospectus is replaced by the following use of funds information to account for the new minimum subscription, variation of material contracts and lapse of material contracts:-

Use of Funds

The moneys raised by this offer will be used by the Company according to the following estimates.

			MAXIMUM SUBSCRIPTION	MINIMUM SUBSCRIPTION
			\$	\$
Proceeds of the Offer			6,000,000	3,200,000
Costs of Capital Raising #			888,400 ^	746.400 ^
Tenement Acquistion Costs			536,236 ^	481,236 ^
Trade Creditors			80,166 ^	30,166
Available Working Capital			4,497,198	1,892,198
				Total over
Exploration Expenditure	Year 1	Year 2	Total	2 years
Black Cat	200,000	150,000	350,000	200,000
Bonnjevale	234,000	168,000	402.000	198,000
Gnaribine	31,000	326,000	357,000	122,900
Ida Fault		36,000	36,000
Spages Reverd
Hildltch	56,000	63,000	119,000
Spargo A & B
Wattle Dam	357,000	247,000	604,000	357,000
Spargoville General
Larkinville	7.000	114,000	121,000
ingebong	57,000	105,000	162,000
Blue Hills	30,000	37,000	67,000
Rhodes Parker Range	23,000	32,000	55,000
Lake Seabrook	12,000	26,000	12,000 26,000	12,000
Eucalyptus		37,000	37,000
Total Exploration Expenditure	1,007,000	1,341,000	2,348,000	869,900
Administration Capital Outlay	514.040	660,065	1.174,105	852,414
Total Expenditure	1,521,040	2,001,065	3,522,105	1,742,314
Available Working Capital at year end	2,976,158	975093	975,093	149.884

Costs of capital raising includes commissions payable under this Prospectus and assumes the 5% maximum amount is to be paid. However the actual amount that is ultimately paid may be less than 5%.

^ Part of the cash consideration for acquisition of tenements, costs of capital raising and payment of trade creditors shown above have been or will be satisfied by seed capital loans totalling \$619,500 to be repaid from the proceeds of the offer. The above use of funds ignores the interim funding of these costs and assumes that all expenses are funded from the proceeds of the offer.

Administration Year 1 is shown net of \$140,000 seed capital received prior to the lodgement of this Prospectus with ASIC.

ä,

This is a Supplementary Prospectus Intended to be read with the Replacement Prospectus dated 13
November 2002 relating to shares and options in Ramelius Resources Limited.

$7.2$ Purpose of the Offer

Notwithstanding the reduction in the minimum subscription the purpose of the Offer set out in Replacement Prospectus remains, however, the following projects will not be acquired and exploration will not be undertaken if o minimum subscription is achieved, some or all of the projects detailed below will remain, depending on the level of subscription:-

• $7.2.1$ Larkinville;
• $7.2.2$ Hilditch:
• $7.2.3$ Ingebong;
• 7.2.4 Ida Fault
• 7.2.5 Spargoville General;
• 7.2.6 Blue Hills;
• $72.7$ Rhodes; and
• $7.2.8$ Bonnievale (peripheral exploration projects only).

7.3 Capital Structure

As a result of the lapse of the Sinclair Agreement, the Gilbert Agreement and the Amalg Agreement disclosure of Ramelius' capital structure is amended as follows:

Name	Shares	Options
Beach	7,500,002	$\mathbf{O}$
Mandurang Pty Ltd	1,500,000	2,700,000
Aurelius Resources Pty Ltd	1,500,000	2,700,000
Joseph Fred Houldsworth	2,500,000	2,000,000
Domenico Antonio Francese	Ō	625,000
Rosalind Mary Smart	0	1,500,000
College Street Nominees Pty Ltd	0	250,000
First Avenue Investments Pty Ltd	Ô	500,000
Seed Capitalists	1,400,000	700,000
Westex Resources Pty Ltd	600,000	300,000
Bullabulling Pty Ltd	250,000	125,000
Barminco Pty Ltd	150,000	75,000
Killoran NL	2,000,000	2,000,000
Far Corners Minerals NL	1,000,000	500,000
Kinver Mining NL	500,000	250,000
Beach Shareholders priority offer	10,000,000	5,000,000
Public	20,000,000	10,000,000
Total	48,900,002	29,225,000

$\overline{\phantom{a}}$

Risk Factors

• The Replacement Prospectus anticipated a maximum subscription of \$6 million and $7.3.1$ a minimum subscription of \$4.5 million. If the minimum subscription of \$4.5 million was achieved Ramelius would have had sufficient capital to acquire all projects detailed in the Replacement Prospectus.
• The Replacement Prospectus notes one of the key investment highlights as being a $7.3.2$ balanced tenement portfolio with brownfields and greenfields assets balancing the risk.
• If only the new minimum subscription of \$3.2 million is achieved Ramelius would no 733 longer be able to acquire all projects detailed in the Replacement Prospectus. In addition to the Spargos Reward and Spargos South A & B projects, which have now lapsed, Ramelius would also be unable to acquire the projects referred to in clause 7.3.
• Consequently, under the new minimum subscription scenario, there is a risk the 7.3.4 tenement portfolio held by Ramellus will not be as balanced as it would be under the maximum subscription scenario. If only the new minimum subscription of \$3.2 million is reached the projects detailed in clause 7.3 will not be acquired and this will have the following effects, which investors should note when considering the Replacement Prospectus:
• the number of gold resource projects which Ramelius has rights to is $(a)$ reduced from four to three:
• the number of prospects with clear targets ready for immediate drilling at $(b)$ Coolgardie and Spargoville are reduced from seven to four;
• $(c)$ the number of tenements in which Ramelius has an interest are reduced from seventy to twenty three;
• $(d)$ the number of projects in which Ramelius has an interest are reduced from thirteen to seven, and
• Ramelius retains rights to the key 20 km region in the Spargoville Region $(e)$ under the Wattle Dam project, however, the total area held is reduced as a result of the decision not to proceed with certain projects contiguous to the Spargoville Region.
• Additionally, under the new minimum subscription the values attributed to 7.3.5 exploration potential and mineral resources for each of the projects referred to in clause 7.3, together with the lapsed projects referred to in clause 6.6, should be disregarded.
• 7.3.6 It is important to note, however, that the Directors have purposefully chosen, under the minimum subscription scenario, to dispose of what they regard as the weakest and most speculative projects. The Spargos South A & B, Larkinville, Hilditch, Ida Fault, Blue Hills, Rhodes and Ingebong projects are all regarded as greenfields projects of a speculative nature.
• 7.3.7 Of course, if the maximum subscription is achieved, all projects referred to in the Replacement Prospectus, other than those that have lapsed, will be undertaken.

8. Revised Pro-Forma Statement of Financial Position

The reduction in the minimum subscription has resulted in some changes to the Pro-forma Statement of Financial Position set out in the Independent Accountant's Report in Section 12 of the Replacement Prospectus. The revised pro-forma is now as follows:-

Ramelius Resources Limited

Pro-forma Statement of Financial Position

	Audited Statement of Financial Position as at 30	Adjustments	Proforma Minimum	Adjustments	Proforma Issue Fully
	June 2002	Note I	Subscription	Note 2	Subscribed
Current Assets
Cash assets
Receivables	207.926	1,903,655	2,111,581	4508,655	4,716,581
Other	4.364		4.364		4,364
Total corrent assets	88,555	(88,555)		(88, 555)
	300,545		2.115.945		4,720,945
Non-current assets
Exploration, evaluation & development expenditure	447,626	825.553	1,275,179	1,094,001	1,541,627
Total non-current assets	447.626		1,275,179		1,541,627
Total assets	748,471		3,389,124		6,262.572
Current liabilities
Pavables	671,913	(619, 500)	52,413	(619, 500)	52.413
Total current liabilities	671.913		52,413		52.413
Total liabilities	671,913		52,413		52.413
Net assets	76.558		3,336,711		6,210,159
Equity
Contributed equity	107,482	3,323,600	3,431,082	6,153,600	6,261,082
Retained profits	(30.924)	(63,447)	(94,371)	(19,999)	(50.923)
Total Equity	76.558		3,336,711		6,210.159

PROFORMA ADJUSTMENTS

The Proforma Statement of Financial Position has been prepared on the basis that the following transactions (that have taken place or are proposed to take place between 30 June 2002 and the issue of shares pursuant to the prospectus) had occurred as at 30 June 2002.

Note 1. Minimum Subscription

• The issue of 16,000,000 ordinary shares at 20 cents each (and 8,000,000 free attaching options) to raise \$3,200,000 $(a)$ pursuant to the prospectus.
• (b) Issue 1,400,000 ordinary shares at 10 cents each (700,000 free attaching options) to seed capitalists to raise \$140,000.
• (c) Issue 2,000,000 ordinary shares at 20 cents each (and 2,000,000 attaching options) to Killoran NL and payment of \$50,000 as consideration for acquisition of tenements (refer Section 13 of the Prospectus).
• (d) Issue 1,000,000 ordinary shares at 20 cents each (and 500,000 attaching options) to Far Corners Minerals NL and payment of \$25,000 as consideration for acquisition of tenements (refer Section 13 of the Prospectus).
• Issue 150,000 ordinary shares at 20 cents each (and 75,000 attaching options) to Barminco Pty Ltd as consideration (e) for acquisition of tenements (refer Section 13 of the Prospectus).
• Issue 500,000 ordinary shares at 20 cents each (and 250,000 attaching options) to Kinver Mining NL and payment $\left( 1\right)$ of \$79,000 as consideration for an option to acquire tenements (refer Section 13 of the Prospectus).
• The payment and write off against share capital of expenses of the public issue including accounting, legal, $\circ$ consultant, geologist, printing and other prospectus preparation costs totalling an estimated \$746,400.

• $(h)$ The payment and capitalisation of approximately \$5,000 in stamp duty relating to tenement acquisitions.

• The write off against profit and loss account of a total of \$63,447 in capitalised exploration, evaluation & $(i)$ development expenditure associated with tenement acquisition contracts that have lapsed or will not be proceeded with.

• Note: Part of the cash consideration for acquisition of tenements, expenses of the public issue and payment of accounts payable shown above have been or will be satisfied by seed capital loans totalling \$619,500 to be repaid from the proceeds of the offer.

Other Current Assets represent prepaid costs of the public issue written off against Proforma Share Capital.

Note 2. Issue Fully Subscribed

• As in note 1 and the further issue of 14,000,000 ordinary shares at 20 cents each (and 7,000,000 free attaching $(a)$ options) to raise an additional \$2,800,000 pursuant to the prospectus and additional estimated payment and write off against share capital of \$140,000 in expenses of the public issue.
• (b) Issue 600,000 ordinary shares at 20 cents each (and 175,000 attaching options) to Westex Resources Pty Ltd and payment of \$30,000 as consideration for acquisition of tenements (refer Section 13 of the Prospectus).
• Issue 250,000 ordinary shares at 20 cents each (and 125,000 attaching options) to Bullabulling Pty Ltd as $(c)$ consideration for acquisition of tenements (refer Section 13 of the Prospectus)
• The payment of \$25,000 to Heron Resources NL as consideration for acquisition of tenements (refer Section 13 of $(d)$ the Prospectus).
• The write off against profit and loss account of \$43,448 less in capitalised exploration, evaluation & development $(e)$ expenditure (a total of \$19,999) associated with tenement acquisition contracts that have lapsed.

SHARE CAPITAL

(a) Minimum Subscription			Proforma
		Issue Price	Total
Movement in fully paid ordinary shares	No. of Shares	5	Ś
Balance 30 June 2002	7.500.002		107, 182
Shares issued to Directors between 30 June 2002 and the date of this Prospectus Shares issued to Seed Capitalists between 30 June	5,500,000
2002 and the date of this Prospectus New shares issued to Vendors:	1,400,000	0.10	140,000
Killoran NL	2,000,000	0.20	400,000
Far Comers Minerals NL	1,000,000	0.20	200,000
Barmineo Pty Ltd	150,000	0.20	30.000
Kinver Mining NL	500.000	0.20	100.000
New shares issued pursuant to prospectus	16,000,000	0.20	3,200,000
Costs of the share issue under the prospectus			(746, 400)
	34.050.002		3.431.082

(b) Issue Fully Subscribed		Issue Price	Proforma Total
Movement in fully paid ordinary shares	No. of Shares	\$	\$
Balance 30 June 2002	7,500,002		107.482
Shares issued to Directors between 30 June 2002 and the date of this Prospectus Shares issued to Seed Capitalists between 30 June	5,500,000
2002 and the date of this Prospectus New shares issued to Vendors:	1,400,000	0.10	140,000
Westex Resources Pty Ltd	600,000	0.20	120,000
Bullabulling Pry Ltd	250,000	0.20	50,000
Killoran NL	2,000,000	0.20	400,000
Far Corners Minerals NL	1,000,000	0.20	200,000
Barminco Pty Ltd	150,000	0.20	30,000
Kinver Mining NL	500,000	0.20	100,000
New shares issued pursuant to prospectus	30,000,000	020	6,000,000
Costs of the share issue under the prospectus			(886,400)
	48,900,002		6,261,082

9. Amendments to Independent Geologist's Report and Valuation

Snowden Corporate Mining Industry Consultants, Ramelius' Independent Geologist, has reviewed this Supplementary Prospectus and has confirmed there are no changes required to be made to the Independent Geologist's Report contained in the Replacement Prospectus, other than the following:-

• $9.1$ all references to and/or financial values attributed to Spargos South A & B and Spargos Reward, whether direct or indirect, should be disregarded. Where financial values have been attributed to Spargos South A & B and/or Spargos Reward those values are to be disregarded and, where applicable, the total value of all projects in which Ramelius has an interest reduced accordingly;
• 9.2 the contents of the third paragraph on page 81 of the Replacement Prospectus are to be disregarded and are to be replaced by the contents of the letter prepared by Snowden Corporate Mining Industry Consultants, dated 21 January 2003 which is attached to this
  Supplementary Prospectus and marked "Annexure A";
• 9.3 all references to Ramelius holding interests in seventy tenements in Western Australia are to be disregarded. Ramelius holds interests in fifty tenements in Western Australia;
• $9.4$ all references to Ramelius holding interests in thirteen exploration projects are to be disregarded. Ramelius holds interests in eleven projects in Western Australia.

$10_z$ Amendments to Independent Tenement Report

Resource Mapping Pty Ltd has reviewed this Supplementary Prospectus and has confirmed there are no changes required to be made to the Independent Tenement Report contained in the Replacement Prospectus, other than the following:-

• $10.1$ all references to Spargos South A & B and Spargos Reward, whether direct or indirect, should be disregarded:
• 10.2 all references to RE Gilbert, NW Sinclair and Amalg Resources NL, whether direct or indirect, should be disregarded.

11. Amendments to Consulting Geologists Report

Rangewest Pty Ltd trading as Dunbar Management Services has reviewed this Supplementary Prospectus and has confirmed there are no changes required to be made to the Consulting Geologist's Report in the Replacement Prospectus, other than the following:-

$11.1$ all references to and/or financial values attributed to Spargos South A & B and Spargos Reward, whether direct or indirect, should be disregarded. Where financial values have been attributed to Spargos South A & B and/or Spargos Reward those values are to be disregarded and, where applicable, the total value of all projects in which Ramelius has an interest reduced accordingly.

All other details in relation to the terms of the Offer and other matters under the Replacement Prospectus remain unchanged.

$12.$ Refund of Application Funds

$12.1$ Existing investors may withdraw their applications and be repaid any application monies upon written request to Ramelius, 140 Greenhill Road, Unley, South Australia 5061. The request
must contain payee details for the refund cheque. The payee details of the refund cheque (including the address to which it should be sent) must correspond to the details contained in the Application Form lodged by that investor. Refund requests must be received by Ramelius by no later than 5:00 pm on the date which falls one month after the date of receipt of this Supplementary Prospectus. All cheques will be refunded within 21 days of the receipt of the refund request.

13. Consents

• The pro forma statement of financial position for Ramelius included in this Supplementary $13.1$ Prospectus is an amendment to the pro forma statement of financial position included in the Independent Accountant's Report that appeared in Section 12 of the Replacement Prospectus. Pursuant to section 716 of the Corporations Act. Grant Thornton have given their written consent to the inclusion in this Supplementary Prospectus, in the form and context in which it appears, of the pro forma statement of financial position for Ramelius. Grant Thornton have not withdrawn this consent prior to the lodgment of this Supplementary Prospectus with ASIC.
• $13.2$ Pursuant to section 716 of the Corporations Act, Rangewest Pty Ltd trading as Dunbar Management Services have given their written consent to the inclusion in this Supplementary Prospectus, in the form and context in which it appears, of the amendments to consulting geologists report, located at section 11 of this Supplementary Prospectus. Rangewest Pty Ltd trading as Dunbar Management Services have not withdrawn this consent prior to the lodgment of this Supplementary Prospectus with ASIC.
• $13.3$ Pursuant to section 716 of the Corporations Act, Snowden Corporate Mining Industry Consultants have given their written consent to the inclusion in this Supplementary Prospectus, in the form and context in which it appears, of the amendments to independent geologist's report and valuation, located at section 9 of this Supplementary Prospectus. Snowden Corporate Mining Industry Consultants have not withdrawn this consent prior to the lodgment of this Supplementary Prospectus with ASIC.
• 13.4 Pursuant to section 716 of the Corporations Act, Resource Mapping Pty Ltd have given their written consent to the inclusion in this Supplementary Prospectus, in the form and context in which it appears, of the amendments to independent tenement report, located at section 10 of this Supplementary Prospectus. Rescurce Mapping Pty Ltd have not withdrawn this consent prior to the lodgment of this Supplementary Prospectus with ASIC.
• 13.5 Each Director of Ramelius has given his consent to the issue of this Supplementary Prospectus and to its lodgement with the ASIC. No Director has withdrawn this consent prior to the lodgment of this Supplementary Prospectus with ASIC.
• 13.6 The Directors have by resolution authorised the lodgment of this Supplementary Prospectus with the ASIC.

Dated 21 January 2003

ANNEXURE A

21 January 2003

87 Colin St, West Perth, WA 6000 PO Box 77, West Perth, WA 6872 Tel; (61 8) 9481 6690 FAX: (61 8) 9322 2576

The Directors Ramelius Resources Limited 140 Greenhill Road UNLEY SA 5061

Dear Sirs

OPINION ON THE APPROPRIATENESS OF THE PROPOSED EXPLORATION BUDGET ASSUMING A MINIMUM SUBSCRIPTION OPTION OF \$3,200,000

Pursuant to your enquiry (17 January 2003) of our opinion on the appropriateness of Ramelius' revised exploration budget following revision of the minimum subscription amount from 4,500,000 to \$3,200,000, as per the Supplementary Prospectus dated 21 January 2003, we offer the following response.

In the event that the minimum subscription is achieved the company proposes exploration expenditure of \$889,900 over two years on the following projects: Black Cat (\$200,000), Bonnievale (\$198,000), Gnarlbine (\$122,900), Wattle Dam (\$357,000) and Parker Range (\$12,000). The intended minimum exploration expenditures on there projects remain unchanged from those previously presented in the Ramelius Replacement Prospectus dated 13 November 2002 and which were previously reviewed by Snowden.

We note that if the minimum subscription is raised then the following projects will not be acquired and exploration will not be undertaken: Larkinville, Hilditch, Ingebong, Ida Fault, Spargoville General, Blue Hills, Rhodes, and Bonnievale (periphal exploration projects only). Further we note that the acquisition of the Spargos Reward and Spargos A and B exploration projects are no longer to be considered.

In Snowden's opinion the exploration budget proposed for the Black Cat, Bonnievale, Gnarlbine and Wattle Dam exploration projects (properties that already have strongly identified exploration targets) will be adequate, if carefully managed, to allow the initial evaluation of these properties which could yield positive exploration results within the proposed two year period.

If Ramelius achieves exploration success at one or more of its prospects (ie. necessitating detailed infill drilling) then it is likely that the company will have to raise additional funds to further its exploration. As previously stated, such an eventuality would mean that the company is achieving its objective as a resource exploration company.

Should you have any further queries please contact me directly.

Yours sincerely

Dr P A Snowden Principal Consultant Geologist and Managing Director