RAMELIUS RESOURCES LIMITED — Capital/Financing Update 2019

Jan 2, 2019

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).

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

Fully paid ordinary shares

Number of ⁺securities issued or $\overline{a}$ to be issued (if known) or maximum number which may be issued

Principal $terms$ of the $\overline{\mathbf{3}}$ +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)

909,250

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

Do the $\pm$ securities rank equally Yes $\overline{4}$ in all respects from the +issue date 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 $\bullet$ 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
• Issue price or consideration $\overline{5}$

Issued as consideration for the transfer of ordinary shares in Explaurum Limited (Explaurum) to Ramelius under its offmarket takeover bid for all of the ordinary shares in Explaurum, on the terms set out in Ramelius' bidder's statement dated 10 September 2018 (and any supplements or variations) (Offer).

Under the Offer, 1 New Ramelius Share will be issued for every 4 shares in Explaurum transferred to Ramelius (with any fractional entitlement to a Ramelius Share being rounded up to the nearest whole number), plus \$0.02 cash per share in Explaurum.

Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)

Issued as consideration for the transfer of the shares in Explaurum to Ramelius pursuant to the Offer.

• See chapter 19 for defined terms.

04/03/2013

6a Is the entity an $+$ eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the ⁺securities the subject of this Appendix $3B$ , and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• Number of ⁺securities issued 6с without security holder approval under rule 7.1
• 6d Number of ⁺securities issued with security holder approval under rule 7.1A
• Number of ⁺securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 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 $7.1A$ $f_{\rm O}r$ 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

⁺ See chapter 19 for defined terms.

⁺Issue dates $\overline{7}$

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 and ⁺class of all $\bf 8$ *securities quoted on ASX (including the ⁺securities in section 2 if applicable)

3 January 2019

Number		+ Class
568,166,313*		Ordinary Shares
$\star$ But up	to
$659,341,209$ as	per
the Offer

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all *securities not quoted on ASX (including the + securities in section 2 if applicable)	1,500,000	Options vested on 11 June 2017 and exercisable at \$0.20 by expiry date of 11 June 2019
		1,500,000	Options vested on 11 June 2018 and exercisable at \$0.20 by expiry date of 11 June 2020
		500,000	Performance Rights vesting on 11 June 2019 and exercisable at nil consideration by expiry date of 11 June 2026
		701,688	Performance Vested Rights exercisable at nil consideration by expiry date of 1 July 2024
		630,090	Performance Vested Rights exercisable at nil consideration by expiry date of 1 July 2025
		858,442	Performance Rights vesting on 1 July 2019 and exercisable at nil consideration by expiry date of 1 July 2026
		3,982,333	Performance Rights vesting on 1 July 2020 and exercisable at nil consideration by expiry date of 1 July 2027
		3,825,125	Performance Rights vesting on 1 July 2021 and exercisable at nil consideration by expiry date of 1 July 2028

10 increased capital (interests)

Dividend policy (in the case of a $\vert$ Dividends are payable on ordinary shares at trust, distribution policy) on the $\vert$ the discretion of the Directors

⁺ See chapter 19 for defined terms.

Part 2 - Pro rata issue

$\bar{z}$

11	holder security approval 1s required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the + securities	N/A
	will be offered
14	+ Class of + securities to which the offer relates	N/A
15	determine +Record date to entitlements	N/A
16	different Will holdings on	N/A
	registers (or subregisters) be
	calculating aggregated for entitlements?
17	Policy for deciding entitlements	N/A
	in relation to fractions
18	Names of countries in which the	N/A
	entity has security holders who will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	receipt of Closing date for acceptances or renunciations	N/A

⁺ See chapter 19 for defined terms.

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	Amount of any handling fee 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 offer documents will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if) applicable)	N/A
29	Date rights trading will end (if $\mid N/A \rangle$ applicable)
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a broker accept for the and balance?	N/A

$\ddot{\phantom{0}}$

⁺ See chapter 19 for defined terms.

32	How do security holders dispose $ N/A$ of their entitlements (except by sale through a broker)?
	+ Issue date	N/A

Part 3 - Quotation of securities

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

• Type of ⁺securities 34 (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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

36

37

• 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 *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

A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of ⁺securities for which $\sqrt{\frac{N}{A}}$ 38 ⁺quotation is sought
• ⁺Class of ⁺securities for which $\sqrt{\frac{N}{A}}$ 39 quotation is sought
• Do the ⁺securities rank equally in $N/A$ 40 all respects from the ⁺issue date 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 $\overline{\text{or}}$ interest payment
• Reason for request for quotation $N/A$ 41 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 42 $^+$ securities quoted on ASX (including the ⁺securities in clause $38)$

Number	+ Class
N/A	N/A

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ 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 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:

(Company secretary)

Date: 3/01/2019.

Print name:

Richard Jones

⁺ See chapter 19 for defined terms.