RAMELIUS RESOURCES LIMITED — Director's Dealing 2019

Jun 2, 2019

3 June 2019

CHANGE OF DIRECTOR’S INTEREST NOTICE

Ramelius Resources Limited ( ASX: RMS ) advises that Managing Director, Mr Mark Zeptner has sold 1,500,000 Ramelius shares for the purposes of funding the exercise of 1,500,000 Options over shares in the Company prior to their expiry and meeting associated tax obligations.

The sale was carried out at average price of $0.88 per share whilst the Options, issued in November 2015, were also exercised at $0.20. Following both the sale and exercise, Mr Zeptner retains an interest in 3,012,500 shares, 1,500,000 options and 500,000 performance rights.

Mr Zeptner has been with Ramelius for more than seven years, commencing as Chief Operating Officer in March 2012. During his tenure as either CEO or Managing Director from 14 June 2014 until current, the Ramelius share price has risen from a low of $0.039 to a recent high of $0.985. Re-entry to the ASX300 in March 2019 has allowed the company to enjoy wider investor appeal in the market.

Ramelius has recently completed the acquisition of the Tampia and Marda projects, proximal to its Edna May production centre, and is currently compiling overall life of mine plans targeting total gold production of 1,000,000 ounces for the first time in the company’s history.

An Appendix 3Y - Change of Director’s Interest Notice is attached.

Richard Jones

Manager Legal & Company Secretary Ramelius Resources Limited

For investor enquiries contact; Tim Manners Chief Financial Officer Ramelius Resources Limited Ph: +61 8 9202 1127

Duncan Gordon Executive Director Adelaide Equity Partners Ph: +61 8 8232 880

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Ramelius Resources Limited ABN 51 001 717 540

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mark William Zeptner
Date of last notice	13/06/2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Indirect (via Mark William Zeptner and Valma Anne Zeptner as trustees for the Zeptner Superannuation Fund)
Date of change	28, 29, 30 May and 3 June 2019
No. of securities held prior to change	(a) 1,500,000 shares (direct) (b) 12,500 shares (jointly with spouse Valma Anne Zeptner) (c) 1,500,000 unlisted $0.20 options vesting on 11/6/2017 and expiring 11 June 2019 (indirect via Mark William Zeptner and Valma Anne Zeptner as trustees for the Zeptner Superannuation Fund)

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	(d) 1,500,000 unlisted $0.20 options vesting on 11/6/2018 and expiring 11 June 2020 (indirect via Mark William Zeptner and Valma Anne Zeptner as trustees for the Zeptner Superannuation Fund) (e) 500,000 unlisted Performance Rights vesting on 11/6/2019 and expiring 11 June 2026 (f) 1,500,000 shares (indirect via Mark William Zeptner and Valma Anne Zeptner as trustees for the Zeptner Superannuation Fund)
Class	(a) (b) (f) Ordinary fully paid shares (c) (d) Unlisted options (e)Performance Rights
Number acquired	1,500,000 Shares
Number disposed	1,500,000 Shares
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Sold 1,500,000 @ average $0.88 per share Exercised 1,500,000 options at $0.20 each.
No. of securities held after change	(a) 1,500,000 shares (direct) (b) 12,500 shares (jointly with spouse Valma Anne Zeptner) (c) 1,500,000 unlisted $0.20 options vested on 11/6/2018 and expiring 11 June 2020 (d) 500,000 unlisted Performance Rights vesting on 11/6/2019 and expiring 11 June 2026 (e) 1,500,000 shares (indirect via Mark William Zeptner and Valma Anne Zeptner as trustees for the Zeptner Superannuation Fund)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Sold 1,500,000 shares on-market to fund exercise of 1,500,000 options prior to expiry and meet personal tax obligations. 1,500,000 shares issued as result of exercised options. Rectification of ownership of unlisted $0.20 options vested on 11/6/2018 and expiring 11 June 2020 (direct not indirect).

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts - N/A -

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	N/A
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4