RAMELIUS RESOURCES LIMITED — Major Shareholding Notification 2020

Nov 15, 2020

RU U $E$ $\boldsymbol{R}$

Ruffer LLP 80 Victoria Street London SW1E 5JL Fax +44 (0)20 7963 8175 www.ruffer.co.uk

13 November 2020

The Manager Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of change of interests of substantial holder - Ramelius Resources Limited

We enclose notice of a change of interests in Ramelius Resources Limited. This notice is given by Ruffer LLP.

Yours faithfully

- ja

Tony Allen Compliance Manager

Attach.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Ramelius Resources Limited
ACN/ARSN	በበ1 717 540 -
1. Details of substantial holder(1)
Name ACN/ARSN (if applicable)	Ruffer LLP.
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	11/11/2020 25/09/2020 25/09/2020

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now r

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes!	Voting power (5)
Ordinary Fully Paid	54,920,903	-79% Ю.	46,266,099	5.72%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the
substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature ٥f change (6)	Consideration given in relation to change (7)	Class and number of securities affected WINDOWS WARRANTY	Person's votes affected
	See Annexure A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Ruffer LLP	Bank of New York Mellon SA/NV	Ruffer LLP (on behalf of LF Ruffer Gold (Fund	Ruffer LLP has entered 46,266,099 into Investment Management Agreements $(IMAs)$ under which $ii$ Shares investment serves 88 advisor to over 6,000 discretionary clients) (collectively, thei "Accounts"). Only one of these Account clients is currently the beneficial holder of the Issuer's securities. being kollective investment scheme called LF Ruffer Gold Fund. However, in the future it is possible that the Issuer's securities may be held by other Account clients. As investment advisor.} Ruffer LLP is empowered to exercise all voting rights land make investment decisions regarding the Issuer's securities held by the Accounts. Under each IMA, Ruffer LLP is entitled to be paid a fee for managing the portfolio(s) for thel discretionary client and the discretionary client iП entitled to terminate the IMA. in certain{ circumstances by giving hotice to Ruffer LLP. Ruffer LLP may - bel docuted to have a relevant interest in the Ordinary Fully Paid Shares hold for such Accounts as Ruffer L.L.P is empowered to exercise all voting rights make land. investment decisions regarding the Issuer's securities held by the relevant Account on Accounts. Bank of New York Mellon SA/NV is the registered holder of the securities and the depositary for LF Ruffer Gold Fund. Accompanying this form is an extract of the investment management agreement (Annexure B) between Ruffer LLP and Link Financial Managers Limited (the authorised corporate director of LF Ruffer Gold Fund) under which Ruffer LLP is authorised to manage the portfolio of LF Ruffer Gold Fund.		46,266,099

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association 1
N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address 1
Ruffer	Victoria Street, London, SW1E 5JL ľМ

Signature

	print name Tony Allen	capacity	Compliance Manager
sign here			13/11/2020
	Contract of the Community of the Community Contract of the Community Contract of the Contract of The Contract o	dato

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eq. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $₍₆₎$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any $\left( n\right)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to $(b)$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom'e entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit pald on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (.e.g. if the relevant interest arises because of an option) write "unknown". $(8)$
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

Annexure A

This is Annexure A of 2 pages referred to in Form $604$ – Notice of change of interests of substantial holder.

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
01/10/2020	Ruffer LLP	Sale of ordinary shares	AUD \$2,113,100.00	1,000,000 Ordinary Shares	1,000,000
06/10/2020	Ruffer LLP	Sale of ordinary shares	AUD \$4,163,531.69	1,970,716 Ordinary Shares	1,970,716
08/10/2020	Ruffer LLP	Sale of ordinary shares	AUD \$52,857.36	24,471 Ordinary Shares	24,471
09/10/2020	Ruffer LLP	Sale of ordinary shares	AUD \$2,109,776.57	975,529 Ordinary Shares	975,529
12/10/2020	Ruffer LLP	Sale of ordinary shares	AUD \$2,215,500.00	1,000,000 Ordinary Shares	1,000,000
14/10/2020	Ruffer LLP	Sale of ordinary shares	AUD \$4,153.50	1,846 Ordinary Shares	1,846
15/10/2020	Ruffer LLP	Sale of ordinary shares	AUD \$410,172.07	182,242 Ordinary Shares	182,242
09/11/2020	Ruffer LLP	Sale of ordinary shares	AUD \$2,030,000.00	1,000,000 Ordinary Shares	1,000,000
11/11/2020	Ruffer LLP	Sale of ordinary shares	AUD \$5,075,000.00	2,500,000 Ordinary Shares	2,500,000

$770-$

Annexure B

This is Annexure B of 1 page referred to in Form $604 -$ Notice of change of interests of substantial holder.

Ruffer LLP

Extract of the Investment Management Agreement (Agreement) between Ruffer LLP (Investment Manager) and Link Financial Managers Limited (LFM) (the authorised corporate director of LF Ruffer Gold Fund (Fund))

• Appointment: LFM appoints the investment Manager as the $2.1$ discretionary investment manager of the Fund (including the Assets) and the Investment Manager accepts such appointment, on the terms and conditions set out in the Agreement. The Investment Manager categorises LFM as a professional client for the purposes of the FCA Handbook. LFM has the right to request re-categorisation as a retail client at any time. LFM has the right to give the Investment Manager instructions from time to time.
• $2.2$ Investment Discretion: The Investment Manager will manage the Fund with a view to achieving the investment objectives and within any restrictions set out in the Instrument, the Prospectus, the Regulations and the FCA Rules and will act in good faith and with the skill and care reasonably be expected of $\mathbf{a}$ professional investment to manager. Subject to such restrictions, the Investment Manager, normally acting as agent, will have complete discretion for the account of the Fund (and without prior reference to LFM) to buy, sell, retain, exchange or otherwise deal in investments and other assets, subscribe to issues and offers for sale and accept placings, underwritings and subunderwritings of any Investments, effect transactions on any markets, negotiate and execute counterparty documentation, take all routine or day to day decisions and otherwise act as the investment Manager considers appropriate in relation to the management of the Fund(s). subject at all times to the Investment Manager's obligations under the FCA Rules and in accordance with Good Industry Practice.
• Voting Rights: The Investment Manager may request that the 2.4 Depositary exercise all voting and other powers and discretions relating to the Assets, although it is not obliged to do so.