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RAMELIUS RESOURCES LIMITED M&A Activity 2018

Oct 17, 2018

65718_rns_2018-10-17_04ec3d62-3fd7-48e9-99ea-d3f75365502f.pdf

M&A Activity

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Perth

863 Hay Street Perth WA 6000 T / +61 (8) 9216 7100

Sydney

5 Lime Street Sydney NSW 2000 T / + 61 (2) 8075 1700

Your Ref: Allion Partners Pty Ltd Our Ref: 180352 ABN: 43 109 326 463

By Email: [email protected]

18 October 2018

ASX Limited Level 40, Central Park 152-158 St George's Terrace PERTH WA 6000

Dear Ms Coupe

Takeover Bid by Ramelius Resources Limited for Explaurum Limited – Extension of Offer

We act for Ramelius Resources Limited (ACN 001 717 540) (Ramelius), in relation to its off-market takeover offer for all the fully paid ordinary shares in Explaurum Limited (ACN 114 175 138) (Explaurum).

We attach:

  • (a) a letter dated 18 October 2018 that Ramelius has sent to Explaurum shareholders to whom offers were made under the bid; and
  • (b) by way of service under section 630(5)(b), a notice of the new date for giving notice of the status of conditions to which the offer is subject.

Please do not hesitate to contact me if you have any queries.

Yours sincerely

Philip Lucas Partner D / +61 (8) 9216 7171 E / [email protected]

Ramelius Resources Limited

ACN: 001 717 540

Ramelius Resources Limited PO Box 6070 East Perth WA 6892 Level 1, 130 Royal Street, East Perth WA 6004 Tel: (08) 9202 1127

18 October 2018

Dear Explaurum shareholders,

Update on takeover offer by Ramelius Resources Limited for Explaurum Limited

I am pleased to report that the Ramelius Resources Limited (ACN 001 717 540) (Ramelius) offer for your Explaurum Limited (ACN 114 175 138) (Explaurum) shares (Offer) has been extended by approximately one (1) month to close at 5.00pm (WST) on 23 November 2018 to give Explaurum shareholders who have not yet accepted the Offer the opportunity to do so.

TO ACCEPT

If you have not yet accepted our Offer, I encourage you to complete and return your acceptance form immediately.

Please find enclosed with this letter, a formal notice of variation of the Offer to extend the Offer period to 5pm (WST) on 23 November 2018 which is provided to each person to whom an offer was made under Ramelius' bidder's statement dated 10 September 2018 (as supplemented) and each holder of Explaurum shares shown on the Explaurum share register as at 16 October 2018, pursuant to section 650D of the Corporations Act 2001 (Cth) and ASIC Class Order [13/251].

If you have any questions, please call Ramelius on 1800 237 687 (within Australia) or +61 1800 237 687 (from outside of Australia).

WE ENCOURAGE ALL EXPLAURUM SHAREHOLDERS TO ACCEPT THE OFFER IMMEDIATELY.

Yours sincerely

Mark Zeptner Managing Director Ramelius Resources Limited

RAMELIUS RESOURCES LIMITED

ACN 001 717 540

Notice under section 650D(1) Corporations Act 2001 (Cth)

Variation of offer – extension of offer period

To Australian Securities and Investments Commission (ASIC);

Explaurum Limited (ACN 114 175 138) (Explaurum);

ASX Limited (ASX); and

In accordance with ASIC Class Order [13/521], to those persons shown as holders of Explaurum Shares in the register of members of Explaurum as at 16 October 2018, and to each person to whom an Offer was made pursuant to the Bidder's Statement dated 10 September 2018 (as supplemented) (Bidder's Statement) by Ramelius Resources Limited (ACN 001 717 540) (Ramelius).

Unless the context requires otherwise, defined terms in the Bidder's Statement issued by Ramelius have the same meaning in this notice.

1. EXTENSION OF OFFER PERIOD

Ramelius gives notice under section 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act) that pursuant to section 650C of the Corporations Act:

  • (a) it varies the Offer by extending the offer period so that the Offer will remain open for acceptance until 5:00pm (WST) on 23 November 2018, unless further extended or withdrawn in accordance with the Corporations Act;
  • (b) remains subject to defeating conditions; and
  • (c) accordingly, the Offer is varied by:
    • (i) replacing "5.00pm (WST) on 25 October 2018" with "5.00pm (WST) on 23 November 2018" on the first two pages and in the sections 2, 3 and 12.2 of the Bidder's Statement; and
    • (ii) replacing "5.00pm (WST) on 25 October 2018 with "5.00pm (WST) on 23 November 2018" in each place in which it appears on the Acceptance Form.

2. LODGEMENT WITH ASIC

A copy of this notice was lodged with ASIC on 18 October 2018. ASIC takes no responsibility for the contents of this notice.

Date: 18 October 2018

This notice has been approved by a unanimous resolution passed by all the directors of Ramelius under section 650D(3A) of the Corporations Act, as modified by ASIC Class Order [CO 13/521].

RAMELIUS RESOURCES LIMITED

ACN 001 717 540

Notice under section 630(2)(b) Corporations Act 2001 (Cth)

New date for giving notice of status of conditions

To ASX Limited; and

Explaurum Limited (ACN 114 175 138) (Explaurum).

For the purposes of section 630(2)(b) of the Corporations Act 2001 (Cth) (Corporations Act), Ramelius Resources Limited (ACN 001 717 540) (Ramelius) gives notice that:

  • the offer period under the takeover offer by Ramelius for all the fully paid ordinary $(a)$ shares in Explaurum (Offer), which Offer, dated 25 September 2018, is contained in the Bidder's Statement issued by Ramelius dated 10 September 2018 (as supplemented) (Bidder's Statement), has been extended so that the Offer will remain open for acceptance until 5.00pm (WST) on 23 November 2018, unless further extended or withdrawn in accordance with the Corporations Act;
  • $(b)$ the new date for giving notice of the status of the conditions to which the Offer is subject, as required by section 630(3) of the Corporations Act, is 16 November 2018; and
  • $(c)$ as at the date of this notice, so far as Ramelius is aware, none of the conditions to the Offer have been fulfilled.

Dated: 18 October 2018

Mark Zeptner Managing Director

On behalf of Ramelius Resources Limited