RAMELIUS RESOURCES LIMITED — Capital/Financing Update 2018

Oct 18, 2018

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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).

1 +Class of +securities issued or to be issued

Ordinary Shares

46,359

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

Fully Paid Ordinary Shares

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Yes
	If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Exercise of Vested Performance Rights
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1
6d	Number of +securities issued withsecurity holder approval under rule7.1A
6e	Number of +securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting)

+ See chapter 19 for defined terms.

• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

		Number	+Class
	+classNumberandofall	528,594,350*	Ordinary Shares
8	+securitiesquotedonASX
	+securities(includingthein
	section 2 if applicable)	*But up to
		659,341,209 as per
		EXU Takeover Offer

18 October 2018

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	1,500,000	Options vested on 11 June2017 and exercisable at$0.20 by expiry date of 11June 2019
		1,500,000	Options vested on 11 June2018 and exercisable at$0.20 by expiry date of 11June 2020
		500,000	Performance Rights vestingon 11 June 2019 andexercisable at nilconsideration by expirydate of 11 June 2026
		701,688	Vested Performance Rightsexercisable at nilconsideration by expirydate of 1 July 2024
		630,090	Vested Performance Rightsexercisable at nilconsideration by expirydate of 1 July 2025
		858,442	Performance Rights vestingon 1 July 2019 andexercisable at nilconsideration by expirydate of 1 July 2026
		3,982,333	Performance Rights vestingon 1 July 2020 andexercisable at nilconsideration by expirydate of 1 July 2027
		2,503,656	Performance Rights vestingon 1 July 2021 andexercisable at nilconsideration by expirydate of 1 July 2028

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

Dividends are payable on ordinary shares at the discretion of the Directors

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue N/A

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has security holders who willnot be sent new offer documents
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders

+ See chapter 19 for defined terms.

25	If the issue is contingent on securityholders' approval, the date of themeeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do security holders sell theirentitlementsinfullthroughabroker?
31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?
32	How do security holders dispose oftheir entitlements (except by salethrough a broker)?
33	+Issue date

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)

(a) +Securities described in Part 1

(b) 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

+ See chapter 19 for defined terms.

Entities that have ticked box 34(a) N/A

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securities held bythose holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities
	Entities that have ticked box 34(b)N/A
38	Number of +securities for which+quotation is sought
39	+Class+securitiesofforwhichquotation is sought
40	Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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

		Number	+Class
42	Number and +class of all +securitiesquotedonASX(includingthe+securities in clause 38)

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for 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 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.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 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.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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: 19/10/2018 (Director/Company Secretary)

• See chapter 19 for defined terms.