RAND MINING LIMITED - AGM Information 2010

==> picture [84 x 75] intentionally omitted <==

RAND MINING NL A B N 4 1 0 0 4 6 6 9 6 5 8

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held the Kalgoorlie Town Hall, Hannan St, Kalgoorlie, Western Australia on Tuesday 30 November 2010 at 9.30 am (WST).

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice

577807_6

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Rand Mining NL (Company) will be held at the Kalgoorlie Town Hall, Hannan St, Kalgoorlie, Western Australia on Tuesday, 30 November 2010 at 9.30 am (WST) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 28 November 2010 at 5.00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in the Glossary.

Financial, Directors' and Auditor's Reports

To receive the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2010.

1 Resolution 1 – Remuneration Report

To consider, and if thought fit, pass the following as an ordinary resolution:

"That, for the purposes of Section 250R(2) of the Corporations Act, the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Please note that the vote on this resolution is advisory only, and does not bind the Directors or the Company.

2 Resolution 2 – Re-election of Mr Otakar Demis as a Director

To consider, and if thought fit, pass the following as an ordinary resolution:

"That, Mr Otakar Demis, who retires by rotation in accordance with rule 10(1)(h) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

3 Resolution 3 – Change of company type

To consider, and if thought fit, pass the following as a special resolution:

“That, the Company change its type from a public no liability company to a public company limited by shares.”

4 Resolution 4 – Change of company name

To consider, and if thought fit, pass the following as a special resolution:

“That, subject to the passing of Resolution 3 and with effect from the change of type of the Company under Resolution 3, the name of the Company be changed from “Rand Mining NL” to ”Rand Mining Limited”.”

577807_6

5 Resolution 5 – Replacement of Company Constitution

To consider, and if thought fit, pass the following as a special resolution:

“That, subject to the passing of Resolutions 3 and 4 and with effect from the change of type of the Company under Resolution 3, the existing Constitution of the Company be repealed and the Company adopt a new Constitution in the form tabled at the Meeting and initialled by the Chairperson of the Meeting for identification, in substitution for the existing Constitution of the Company.”

6 Resolution 6 – Approval of the Proposed Transaction

To consider and, if thought fit, pass the following as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.1 and for all other purposes, Shareholders approve the Proposed Transaction on the terms set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this Resolution 6 by a party to the Proposed Transaction or any of their associates except that the Company need not disregard a vote on Resolution 6 if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated 28 October 2010 By Order of the Board

Mr Roland Berzins Company Secretary

577807_6

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the Kalgoorlie Town Hall, Hannan St, Kalgoorlie, Western Australia on Tuesday, 30 November 2010 at 9.30 am (WST) (Meeting).

FINANCIAL, DIRECTORS' AND AUDITOR'S REPORTS

Shareholders will be offered the opportunity to discuss the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2010, copies of which are on the Company's website at www.randmining.com.au. There is no requirement for Shareholders to approve these reports.

Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. As a Shareholder, you are entitled to submit a written question to the auditor prior to the Meeting provided that the question relates to:

(a) the content of the Auditor’s Report; or
(b) the conduct of the audit in relation to the Financial Report.

All written questions must be received by the Company no later than 5 business days before the Meeting. All questions must be sent to the Company and may not be sent direct to the auditor. The Company will then forward all questions to the auditor. The auditor will answer all written questions submitted prior to the Meeting. Copies of the questions, if any, submitted to the Company’s auditor will be available at the Meeting and posted on the Company’s website.

1. RESOLUTION 1 – REMUNERATION REPORT

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Annual Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Managing Director, specified executives and nonexecutive Directors. The Annual Report is available on the Company's website at www.randmining.com.au.

The provisions of the Corporations Act provide that Resolution 1 need only be an advisory vote of Shareholders and does not bind the Directors. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report. However, the Board will take the outcome of the vote into consideration when considering the remuneration policy.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

577807_6

2. RESOLUTION 2 – RE-ELECTION OF MR OTAKAR DEMIS

Rule 10(1)(e) of the Constitution requires that one third of the Directors retire at each annual general meeting (rounded down to the nearest whole number).

Rule 10(1)(h) provides that a Director who retires under rule 10(1)(e) is eligible for re-election. Pursuant to the Constitution, Mr Otakar Demis will retire by rotation and seek re-election.

A brief resume of Mr Demis is contained in the Annual Report.

The Board believes that Mr Demis has performed the duties and responsibilities of a director diligently and professionally, in the best interests of the Company.

The Board unanimously supports the re-election of Mr Demis.

3. RESOLUTION 3 – CHANGE OF COMPANY TYPE

Resolution 3 is a special resolution seeking Shareholder approval for the Company to change its company type from a public no liability company to a public company limited by shares.

The Company is currently a public no liability company. The Corporations Act requires that a no liability company be a public company and requires it to have a constitution which restricts its activities to mining purposes only. In a no liability company (unlike a public company limited by shares) forfeiture is the only sanction for a default by a shareholder in payment of calls on partly paid shares and there is no contractual right given to the Company to recover calls made upon shares from a shareholder who defaults in payment of those calls.

The Company may, in the future, wish to expand its activities beyond purely mining activities in order to create value for the Company’s shareholders, including investing funds not required at any particular time for mining activities in acquiring non-mining related assets and other listed entities. As such, it is proposed that the Company will convert from a public no liability company to public company limited by shares. There are no partly paid shares currently on issue in the Company.

Section 162(1) of the Corporations Act provides that a company may change to a company of a different type (including from a public no liability company to a public company limited by shares) in circumstances where all of the issued shares of the company are fully paid up, by passing a special resolution resolving to change its type.

The principal differences between a public no liability company and a public company limited by shares may be summarised as follows:

(a) a public no liability company can only be involved in mining activities. In contrast, a public company limited by shares can undertake any type of activity and in doing so generally has all the powers of a natural person.
(b) dividends are payable in a public no liability company to shareholders in proportion to the shares held by them, regardless of the amounts paid upon those shares. In a public company limited by shares, dividends are generally payable in proportion to the amounts paid up on shares;

577807_6

(c) holders of partly paid shares in a public no liability company have no contractual liability to pay up the unpaid portion of the issue price of those shares, although the shares will generally be forfeited if a call on the shares is not paid. In a public company limited by shares, a holder of partly paid shares has a contractual liability to pay the amounts unpaid in his or her shares, as and when those amounts are called up, and any balance owing after the shares have been forfeited and disposed of for non-payment of a call remains a debt due and payable to the company; and
(d) surplus assets in a public no liability company available for distribution to shareholders on a winding up of the Company are distributed to shareholders in proportion to the shares held by them, regardless of the amounts paid up on those shares. In a public company limited by shares, any surplus available for distribution in a winding up is generally distributed to shareholders in proportion to the amount paid up on their shares.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – CHANGE OF COMPANY NAME

Resolution 4 is a special resolution seeking Shareholder approval to change the Company’s name from ‘Rand Mining NL’ to ‘Rand Mining Limited’. The proposed change of name reflects the change of company type from a public no liability company to a public company limited by shares proposed under Resolution 3.

The proposed name change is subject to the passing of Resolution 3 and will take immediate effect when ASIC effects the change of company type under Resolution 3 and alters the Company’s registration details.

The Board unanimously recommends that shareholders vote in favour of Resolution 4.

5. RESOLUTION 5 – REPLACEMENT OF CONSTITUTION

Resolution 5 is a special resolution proposing to replace the Company’s existing Constitution in its entirety with the form of Constitution attached at Annexure B.

Consequent upon the proposal to change the Company from a public no liability company to a public company limited by shares, it is proposed that the current constitution of the Company will be repealed and replaced with a new constitution.

As the Company is currently a no liability company, the constitution of the Company limits the activities of the Company to mining purposes. As a public company limited by shares may conduct other (non-mining) activities (subject to the provisions of the Corporations Act and the ASX Listing Rules) it is proposed that the Company adopt a new constitution.

A copy of the proposed new constitution is attached at Annexure B and is also available for inspection, free of charge, at the Company’s registered office. In addition, any shareholder who wishes to review the proposed new constitution (and who makes a written request for a copy of the proposed new constitution to the Company Secretary) prior to the Annual General Meeting will be sent a copy, free of charge.

Pursuant to s.136(2) of the Corporations Act, the Company may repeal its constitution and adopt a new constitution by special resolution. This Resolution 5 is conditional on the passage of Resolution 3 changing the Company type to a public company limited by shares and

577807_6

Resolution 4 changing the Company name and will be immediately adopted when ASIC effects the change of company type under Resolution 3, change of company name under Resolution 4 and alters the Company’s registration details.

The Board unanimously recommends that shareholders vote in favour of Resolution 5.

6. RESOLUTION 6 – APPROVAL OF THE PROPOSED TRANSACTION

6.1 Background

The proposed transaction comprises the sale by the Company of Suite G1 and G2, 49 Melville Parade, South Perth (the “Units”) to Melville Parade Pty Ltd (ACN 143 019 498), a wholly owned subsidiary of Tribune Resources NL (ACN 009 341 539) (a substantial shareholder and associate of the Company) at market value for cash consideration of $890,000 (being $390,000 for Suite 1 and $500,000 for Suite 2).

The market value of the Units has been determined based on an independent market valuation report dated 24 June 2010 prepared by Garmony Property Consultants.

The reason for the sale of the Units is to raise cash for the purposes of financing the Company’s future business activities and for general working capital.

Subsequent to the sale of the Units, the Company will lease a portion of the Units on a shared facility basis with Tribune Resources NL (“Tribune”), paying management fees at commercial market rates.

6.2 Sale of Suite G1 and G2, 49 Melville Parade, South Perth WA 6151 – Listing Rule 10.1

Listing Rule 10.1 prohibits a company from disposing of a substantial asset to a substantial holder without shareholder approval if that holder and that holder’s associates hold at least 10% of the total votes attached to the Company’s voting securities (or have done so in the past six months).

Listing Rule 10.2 states that an asset is substantial if its value or the value of the consideration payable for it is 5% or more of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules.

Tribune is a substantial holder by virtue of holding approximately 43.85% of the issued share capital in the Company. As at the date of this Notice of Annual General Meeting, the aggregate value of the Units is approximately 3.36% of the equity interests of the Company (on a consolidated basis). Although this amount does not exceed 5% of the equity interests of the Company (on a consolidated basis) and is not therefore a ‘substantial asset’ under Listing Rule 10.2, the Board of the Company considers that it is prudent and in the interests of good corporate governance to seek Shareholder approval for the sale of the Units pursuant to Listing Rule 10.1.

6.3 Technical information required under Listing Rule 10.10

Due to the application of Listing Rule 10.1 and in compliance with Listing Rule 10.10, this Notice includes a report on the Proposed Transaction from an independent expert which states whether the transaction is fair and reasonable to holders of the Company’s ordinary securities other than those involved in the Proposed Transaction or associated with such persons.

577807_6

The Directors have obtained an independent expert’s report from MGI Perth Corporate Finance Pty Ltd (ABN 14 105 426 064) in relation to the Proposed Transaction which is attached to this Notice as Annexure A. The Independent Expert’s Report concludes that the Proposed Transaction is fair and reasonable.

The Board unanimously recommends that shareholders vote in favour of Resolution 6.

7. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

577807_6

Glossary

In this Explanatory Memorandum and Notice:

Annexure means an Annexure to this Notice.

Annual Report means the 2010 Annual Report of the Company and its controlled entities (if any) a copy of which was lodged with the ASX.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Company means Rand Mining NL ABN 41 004 669 658.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company and Directors means the directors of the Company.

Directors Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities (if any).

Explanatory Memorandum means the explanatory memorandum to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities (if any).

Listing Rules means the Listing Rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Proposed Transaction has the meaning set out in paragraph 6.1.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Annual Report.

Resolution means a resolution contained in this Notice.

Share means, as contemplated by this Notice, fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Tribune means Tribune Resources NL ABN 11 009 341 539.

WST means Western Standard Time, being the time in Perth, Western Australia.

577807_6

RAND MINING NL

ABN 41 004 669 658

P R O X Y F O R M

I/We[1] ___________ of ______________

being a Shareholder/Shareholders of the Company and entitled _______

votes in the Company, hereby appoint[2 ] ________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the annual general meeting of the Company to be held at the Kalgoorlie Town Hall, Hannan St, Kalgoorlie, Western Australia on Tuesday, 30 November 2010 at 9.30 am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS IMPORTANT:

If the chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on a Resolution please tick this box. By marking this box you acknowledge that the chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the Resolution and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the Meeting will not cast your votes on the Resolution and your votes will not be counted in computing the required majority if a poll is called on the Resolution.

The chairman of the Meeting intends to vote undirected proxies in favour of the Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:


Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Otakar Demis as a Director
Resolution	3	Change of Company type
Resolution	4	Change of Company name
Resolution	5	Replacement of Company Constitution
Resolution	6	Approval of the Proposed Transaction

577807_6

Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary

____ ____ _____ Contact Name Contact Daytime Telephone Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Return of Proxy Forms

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Company’s office as set out below not less than 48 hours prior to the time of commencement of the annual general meeting (WST).

Facsimile: +61 8 9367 9386 Post: PO Box 307, West Perth WA 6872. Delivery: Suite G1/49 Melville Parade, South Perth WA 6151.

577807_6

Annexure A

Independent Expert’s Report

==> picture [582 x 94] intentionally omitted <==

14 October 2010

PRIVATE & CONFIDENTIAL

The Directors Rand Mining NL PO Box 307 WEST PERTH WA 6872

Dear Sirs

INDEPENDENT EXPERT’S REPORT

1. INTRODUCTION

MGI Perth Corporate Finance Pty Ltd (“MGICF”) has been requested by Rand Mining NL (“RND” or “the Company”) to prepare an Independent Expert’s Report in relation to a transaction comprising Resolution 6 to be considered by shareholders at the forthcoming Annual General Meeting of Shareholders.

Resolution 6 of the Notice of Annual General Meeting comprises:

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 10.1 and for all other purposes, Shareholders approve the Proposed Transaction on the terms set out in the Explanatory Statement.”

The Proposed transaction comprises the sale of Suite G1 and G2, 49 Melville Parade, South Perth WA 6151 to Melville Parade Pty Ltd [ACN 143 019 498], a wholly owned subsidiary of Tribune Resources NL [ACN 009 341 539] (a substantial shareholder and associate of the Company) as described in the Explanatory Statement accompanying and forming part of the Notice of Annual General Meeting.”

(Referred to herein as the Proposed Transaction).

Resolution 6 of the attached Notice of Annual General Meeting seeks Shareholder approval of the Proposed Transaction.

To assist Shareholders in making a decision on the Proposed Transaction, the directors have requested that MGICF prepare an independent expert's report, which must state whether, in the opinion of the independent expert, the Proposed Transaction is fair and reasonable having regard to the interests of RND shareholders other than those involved in the Proposed Transaction or associated with such persons and whose approval of Resolution 6 giving effect to this transaction is required at the Annual General Meeting (“non-associated shareholders of RND”).

The summary of our opinion is set out in Section 2 of this Report.

==> picture [582 x 93] intentionally omitted <==

Rand Mining NL Independent Expert’s Report Page 2

A brief summary of the Proposed Transaction is set out in Section 3 of this Report and a detailed outline is set out fully in the Explanatory Statement accompanying the Notice of Annual General Meeting of RND to be held on or about 30 November 2010.

We understand that this Report will accompany the Notice of Annual General Meeting and Explanatory Statement.

2. SUMMARY OF OPINION

Based upon the information set out in this report, we are of the opinion that the Proposed Transaction is fair and reasonable having regard to the interests of the non-associated shareholders of RND.

MGICF has formed the opinion that the Proposed Transaction is fair because the value of the Company’s shares post the Proposed Transaction is equal to the value of the Company’s shares prior to the Proposed Transaction.

ASIC Regulatory Guide 111 (RG 111), states that an offer is reasonable if it is fair. Notwithstanding this, MGICF has also had regard to other relevant considerations in assessing the reasonableness of the Proposed Transaction. Further details are set out in Section 8 of this Report.
Our opinion is based solely on the information available at the date of the report as detailed in Section 9 of the Report.
The principal factors that we have taken into account in forming our opinion are set out in the supporting detail to this report.
The decision of each shareholder as to whether to approve the Proposed Transaction is a matter for individual shareholders. This decision should be based on each shareholder’s views as to matters including value and future market conditions, risk profile, liquidity preferences, investment strategy, portfolio structure and tax position. In particular, taxation consequences may vary from shareholder to shareholder. If shareholders are in any doubt, they should consult an independent professional adviser.
The opinion should be read in conjunction with the full text of this report which follows after our Financial Services Guide, which sets out our scope and findings.

Rand Mining NL Independent Expert’s Report Page 3

The supporting detail of our Report (set out in the sections that follow after our Financial Services Guide and Qualifications Declarations and Consents), comprises the following sections:

Summary of the Proposed Transaction
Purpose of the Report
Basis of the Assessment
Valuation of Rand Mining NL shares Pre Proposed Transaction
Valuation of Rand Mining NL shares Post Proposed Transaction
Assessment as to Fairness and Reasonableness
Sources of Information

Yours sincerely

MGI PERTH CORPORATE FINANCE PTY LTD

==> picture [158 x 36] intentionally omitted <==

T J SPOONER CA FCA(UK) ACIS DIRECTOR

Rand Mining NL Independent Expert’s Report Page 4

MGI Perth Corporate Finance Pty Ltd (“MGICF”) FINANCIAL SERVICES GUIDE

Complaints

MGICF (ABN 84 009 342 661) provides valuation advice, valuation reports, Independent Expert's Reports and Investigating Accountant’s Reports in relation to takeovers and mergers, prospectuses and disclosure documents, commercial litigation, tax and stamp duty matters, assessments of economic loss, commercial and regulatory disputes. MGICF holds Australian Financial Services Licence No. 289358.
MGICF has been engaged to provide general financial product advice in the form of the attached report to be provided to you.

Financial Services Guide

The Corporations Act 2001 authorises MGICF to provide this Financial Services Guide (FSG) in connection with its provision of an Independent Expert’s Report (IER) to accompany the Notice of Annual General Meeting to be sent to RND shareholders.
This FSG is designed to assist retail clients in their use of any general financial product advice contained in the IER. This FSG contains information about MGICF generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the IER, and if complaints against us ever arise how they will be dealt with.

Financial services we are licensed to provide

Our Australian financial services licence allows us to carry on a financial services business to provide financial product advice for securities and deal in a financial product by arranging for another person to issue, apply for, acquire, vary or dispose of a financial product in respect of securities to retail and wholesale clients.

General Financial Product advice

The IER contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. It is not intended to take the place of professional advice and you should not make specific investment decisions in reliance upon the information contained in this report.
You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. You may wish to obtain personal financial product advice from the holder of an Australian Financial Service Licence to assist you in this assessment.

Fees, commissions and other benefits we may receive

MGICF charges fees to produce reports, including this IER. These fees are negotiated and agreed with the entity which engages MGICF to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us.
Neither MGICF nor its directors and officers receives any commissions or other benefits, except for the fees for services referred to above.
All of our employees receive a salary and do not receive any commissions or other benefits arising directly from services provided to our clients. The remuneration paid to our directors reflects their individual contribution to the company and covers all aspects of performance. Our directors do not receive any commissions or other benefits arising directly from services provided to our clients.
We do not pay commissions or provide other benefits to other parties for referring prospective clients to us.
If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner.
If we are not able to resolve your complaint to your satisfaction within 45 days of your written notification, you are entitled to have your matter referred to the Financial Industry Complaints Services (FICS), an external complaints resolution service. You will not be charged for using the FICS service.

Contact details

MGICF contact details are contained on the first page of our Independent Expert’s Report.

QUALIFICATIONS, DECLARATIONS AND CONSENTS

Qualifications

MGICF is licensed under the Corporations Act to carry on a financial services business to provide the financial services referred to in section 5 of our Financial Services Guide (refer above). MGICF's authorised representatives have extensive experience in the field of corporate finance, particularly in relation to the valuation of shares and businesses and have undertaken a significant number of valuations, IER’s, IAR’s and similar assignments.

This report was prepared by Mr TJ Spooner, who is an authorised representative of MGICF. Mr Spooner has substantial experience in the provision of valuation and similar advice and has been a qualified Chartered Accountant (UK and Australia) for over 25 years.

Declarations

This report has been prepared at the request of the Directors of RND to accompany the Notice of Annual General Meeting to be sent to RND shareholders. It is not intended that this report should serve any purpose other than as stated therein.

Interest

MGI is not the auditor of RND. At the date of the attached report, neither MGICF, nor Mr TJ Spooner or any other director, executive or employee of MGICF or MGI has any material interest in RND either directly or indirectly, or in the outcome of the offer, other than in the preparation of this Report for which normal professional fees of approximately $5,000 + GST will be received. Such fee will be payable regardless of whether or not shareholders approve the Proposed Transaction.

Indemnification

As a condition of MGICF's agreement to prepare this report, RND agrees to indemnify MGICF in relation to any claim arising from or in connection with its reliance on information or documentation provided by or on behalf of RND which is false or misleading or omits material particulars or arising from any failure to supply relevant documents or information.

Consents

MGICF was not involved in the preparation of any other part of the Explanatory Statement to accompany the Notice of Annual General Meeting (Explanatory Statement), and accordingly makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Explanatory Statement. MGICF consents to the inclusion of this report in the Explanatory Statement in the form and context in which it is included. At the date of this report, this consent has not been withdrawn.

Rand Mining NL Independent Expert’s Report Page 5

3. SUMMARY OF THE PROPOSED TRANSACTION

Rand Mining NL is seeking shareholder approval concerning its proposed sale of Suite G1 and G2, 49 Melville Parade, South Perth WA 6151 (“the Units” or “Lot 1 and Lot 2”) to Melville Parade Pty Ltd (“Melville”), a wholly owned subsidiary company of Tribune Resources NL (“Tribune”). Tribune is a substantial shareholder and an associate of the Company. The sale of the Units will be at market value and will be sold in exchange for cash.

The market value of the Units has been determined based on a independent market valuation report dated on 24 June 2010 and prepared by Mr Garmony of Garmony Property Consultants, a Certified Practising Valuer (Licensed Valuer No: 41203 in Western Australia). The basis of the valuation of the Units is outlined in Section 6.3.2. MGICF has received permission from Mr Garmony to include certain parts of his valuation report in this Independent Expert’s Report.

Subsequent to the sale of the Units, RND will lease a portion of the Units on a shared facility basis with Tribune, paying facility management fees at commercial market rates.

Resolution 6 seeks Shareholder approval pursuant to ASX Listing Rules 10.1 and for all other purposes for RND to sell the Units as described in the Explanatory Statement to the Notice of Annual General Meeting.

4. PURPOSE OF THE REPORT

ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from, or dispose of a substantial asset to, inter alia, a related party, a substantial holder or an associate (if the person and the person’s associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities). For the purposes of ASX Listing Rule 10.1, Tribune is a substantial holder of the Company and Melville is an associate of Tribune.

ASX Listing Rule 10.2 states that “an asset is substantial if its value, or the value of the consideration for it, is, or in the ASX’s opinion is, 5% or more of the equity interests of the entity set out in the latest accounts given to ASX under the listing rules”.

The value of the Units as indicated in Garmony’s valuation report is $390,000 for Lot 1 and $500,000 for Lot 2. The valuation was performed at 24 June 2010, and for the purposes of this report, the valuation has not changed from that date. Although the total amount of $890,000 is less than 5% of the Company’s equity interests on a consolidated basis as shown in the consolidated financial statements to 30 June 2010, the Board of the Company considers it prudent and in the interests of good corporate governance to seek Shareholder approval for the purposes of ASX Listing Rule 10.1.

To assist shareholders in making a decision on the Proposed Transaction, the directors have requested that MGICF prepare an independent expert's report, which must state whether, in the opinion of the independent expert, the Proposed Transaction is fair and reasonable to the nonassociated shareholders of RND.

5. BASIS OF THE ASSESSMENT

Set out in the Notice of Annual General Meeting accompanying this Report are the ASX Listing Rules provisions relevant to the Proposed Transaction and information in relation thereto. In preparing our Report, we have had regard to ASIC Regulatory Guide 111 and 112 relating to Independent Experts’ Reports.

Rand Mining NL Independent Expert’s Report Page 6

The term ‘fair and reasonable’ has no legal definition although over time a commonly accepted interpretation has evolved. However, fair and reasonable has different meanings for different regulatory purposes.

ASIC Regulatory Guide 111 provides that the assessment of whether a proposal is fair and reasonable should involve a comparison of the likely advantages and disadvantages for non associated shareholders if the Proposed Transaction is implemented and if it is not.

In essence, the proposal will be “fair and reasonable” if the non associated shareholders are better off if the proposal is implemented. They will be better off if the expected benefits outweigh the disadvantages to the non associated shareholders.

ASIC regulatory Guide 111, states, inter alia:

an offer is considered ‘fair’ if the value of the offer price or consideration is equal to, or greater than, the value of the securities that are the subject of the offer.
an offer is considered ‘reasonable’ if it is fair. It might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

ASIC Regulatory Guide 111 requires the assessment of ‘fair’ to be made assuming 100% ownership of the company. It considers it to be inappropriate to apply a discount to the value of the securities under the offer that would normally be considered in the valuation of a minority interest to reflect such factors as a lack of control.

ASIC Regulatory Guide 111 also provides examples of factors that are relevant in an assessment of reasonableness. The form of analysis the expert uses to evaluate a transaction should address the issues faced by security holders.

In our opinion, for the purposes of this report ‘fairness’ is taken to mean a reference to quantification of respective values of consideration being paid compared to the value of assets being transferred. ‘Reasonableness’ is taken to include consideration of other qualitative factors which can be assessed on objective grounds.

The assessment as to the fairness and reasonableness of the Proposed Transaction is set out in Section 8 of this Report.

6. VALUATION OF RAND MINING NL SHARES PRE PROPOSED TRANSACTION

6.1. VALUATION OVERVIEW

The usual approach to the valuation of an asset is to seek to determine what a willing but not anxious buyer, acting at arm's length, with adequate information, would be prepared to pay and a willing, but not anxious seller would be prepared to accept in an open market.

In valuing RND prior to consideration of the Proposed Transaction, we have considered the following valuation approaches:

Discounted cash flow (DCF) approach;
Capitalisation of future maintainable earnings (earnings based) approach;
Orderly realisation of assets (asset based) approach;
Quoted price for RND listed securities (market value) approach.

Rand Mining NL Independent Expert’s Report Page 7

In applying the above methodologies, it would be open to an expert to have regard to the amount an alternative bidder might be willing to offer if all the securities in the target were available for purchase, for example, in selecting earnings multiples and underpinning any overall judgment as to value.

6.2 VALUATION APPROACH

The traditional valuation method used to value companies is the capitalisation of future maintainable earnings, with such earnings being estimated using historical results. However, as the transaction does not materially affect the Company’s current business operations, we consider a valuation on this basis to be inappropriate.

MGICF believes that the most appropriate method for valuing the issued shares in RND in this case is the asset-based approach. The most common form of asset based approach is the Net Realisable Value method. The resultant net realisable assets of the Company can then be expressed in terms of a value per share.

As noted in Section 6.3 of this Report, the majority of RND's assets (other than cash and cash equivalents) comprise investment in the Company’s associate, Tribune, inventories (ore stockpiles, gold on hand and gold in transit, all at cost), capitalised mine development costs, and property, plant and equipment. As the transaction does not materially affect the Company’s current business operations we consider that no adjustments are necessary to these assets or to the Company’s other assets and liabilities, as the balances included in the Company’s 2010 Annual Report are reflective of their market value.

As referred to in the Company’s 2010 Annual Report, the Company’s property, plant and equipment includes $890,000 of freehold land and buildings, that is, the Units which is the subject of this Independent Expert’s Report. As such, the Units have already been included in the Company’s 2010 Annual Report at market value. Section 6.3.2 outlines the basis of the Units’ market valuation performed by Mr Garmony.

As a crosscheck to the valuation on the above basis, MGICF has used the market value approach with reference to the market price of RND shares prior to the announcement of the Proposed Transaction. This valuation crosscheck calculation is set out in Section 6.4.5 of this Report.

6.3 VALUE OF RND’S SHARES PRE PROPOSED TRANSACTION

In establishing the value of RND prior to the Proposed Transaction, the net asset backing per share has been determined based upon the audited position as at 30 June 2010 (as referred to in the Company’s 2010 Annual Report), with no adjustments for any subsequent transactions. We are not aware of any such material transactions other than as referred to in the Notice of Annual General Meeting and Explanatory Statement.

Rand Mining NL Independent Expert’s Report Page 8

This has resulted in a net asset backing per share of $0.43 pre Proposed Transaction, as calculated in 6.3.1 below:

6.3.1 RAND MINING NL

Balance Sheet as at 30 June 2010 Pre Proposed Transaction

Balance Sheet	Audited 30.06.10 $
Current Assets Cash and cash equivalents Trade and other receivables Inventories Total Current Assets Non-Current Assets Available for sale financial assets Investments (equity method) Deferred tax asset Exploration and evaluation Mine development Property, plant and equipment1 Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Borrowings Provisions Total Current Liabilities Non-Current Liabilities Provisions Deferred tax liability Total Non-Current Liabilities Total Liabilities Net Assets Total number of shares on issue Net asset backing per share (undiluted)	3,507,616 810,016 7,512,849
	11,830,481
	438,322 11,285,248 259,881 3,227 5,008,570 2,900,783
	19,896,031
	31,726,512
	2,906,375 672,792 95,623
	3,674,790
	326,573 1,305,662
	1,632,235
	5,307,025
	26,419,487
	60,841,209 0.43

Rand Mining NL Independent Expert’s Report Page 9

1 The Company’s property, plant and equipment includes the Units at a value of $890,000, which is at the market valuation according to Mr Garmony’s independent valuation report on the Units. The basis of the Units’ market valuation is outlined below.

6.3.2 BASIS OF VALUATION OF THE UNITS

On 24 June 2010, Mr Garmony of Garmony Property Consultants prepared a commercial valuation report in respect of Lots 1, 2 and 8 of 49 Melville Parade, South Perth, WA 6151 (Garmony valuation report). Mr Garmony is a Director of Garmony Property Consultants (Garmony) and is a Certified Practising Valuer (Licensed Valuer Number 41203 in WA)

The interest valued was based on a “freehold, vacant possession basis”. The property valuation report indicated a “current market value ‘as is’” for Lot 1 and Lot 2 as $390,000 and $500,000 respectively, thereby giving a total market valuation of the Units of $890,000.

The valuation report’s “Market Commentary” included the following most relevant recent comparable sales and rental transactions:

Sales Evidence

Lot 6, 49 Melville Parade, South Perth, sold for $530,000
Lot 7, 49 Melville Parade, South Perth, sold for $400,000
Lot 9, 95 Canning Highway, South Perth, sold for $770,000
Unit 12, 57 Labouchere Road, South Perth, sold for $687,500
Unit 10, 57 Labouchere Road, South Perth, sold for $990,000
Unit 43, 7 – 15 Preston Street, Como, sold for $825,000
Unit 15, 7 – 15 Preston Street, Como, sold for $247,500
Unit 4, 23 Bowman Street, South Perth, sold for $600,000

Rental Evidence

Ground Floor, 5 Charles Street, South Perth, rented at $39,000 annually
Unit 5, 57 Labouchere Road, South Perth, rented at $38,500 annually
First Floor, 50 Melville Parade, South Perth, rented at $25,000 annually
Unit 6, 11 Richardson Street, South Perth, rented at $31,850 annually
Unit 5, 11 Richardson Street, South Perth, rented at $39,900 annually
Part Unit 3, 11 Richardson Street, South Perth, rented at $28,000 annually

The valuation report included considerations of two valuation approaches, namely the “Comparable Sales Method”, which is the direct comparison of similar properties sold and leased, and the “Capitalisation Method”, which is the net rental returns capitalised at an appropriate percentage rate to reflect the investment risk.

If the Capitalisation Method had been used, the valuations of Lot 1 and Lot 2 would have been $340,000 and $465,000 respectively (based on $375 per square metre for each unit).

The final valuation given was based on the Comparable Sales Method, which resulted in the valuations of Lot 1 and Lot 2 being $390,000 and $500,000 respectively (based on Mr Garmony’s adoption of a mid range value of $7,250 per square metre for Lot 1 and $6,750 for Lot 2). This approach was considered most appropriate by Mr Garmony as the majority of purchasers for this type of accommodation are owner occupiers, according to his report.

Some of the assumptions, conditions and limitations included and listed in the Garmony valuation report have been included below:

Information provided by managing agents, and or owners with respect to tenancy details, outgoings, building areas and any offer to lease to be true and correct.

Rand Mining NL Independent Expert’s Report Page 10

Garmony valuation report assumptions continued:

The property being freehold is not subject to any Native Title claims. A search of the claims lodged with the Native Title Legislation has not been undertaken.
The valuation assumes that the building complies with all relevant statutory requirements with necessary development approvals and improvements are of a sound structural integrity unless otherwise stated in the body of the Garmony valuation report.
If there is a requirement to resume all or part of the land by a relevant authority, the owners will be fully compensated.
The valuation in the Garmony valuation report relies on information supplied to Garmony by the State Government's Landgate office through a private supplier and Garmony reserves the right to amend its report should this information prove incorrect. No physical internal inspection of these properties has been made and reliance has been placed on the information provided by the selling agent and/or Landgate’s summary of property description.
The report is on the assumption that the property is free of actual or potential contamination and is not subject to flooding. Garmony has not investigated the site beneath tile surface or undertaken vegetation or soil sampling.
Garmony has assumed that any asbestos products that may exist in the property do not represent a health hazard under the Occupational Health and Safety and Welfare Act. Garmony has not been provided with an asbestos register.
Garmony is not aware of any heritage issues and consider it unlikely there are any such issues which may affect the value of the subject property. However. Garmony advises that they have not undertaken a search of any Heritage Register.
Even where a lease appears to address the issue of GST, the Certified Practising Valuer expresses no view on whether the provisions of the lease entitle the landlord to pass on the GST to the tenant; as to do so would require the Certified Practising Valuer to express an expert legal opinion. The Certified Practising Valuer has assumed there is no ability to change the consideration to account for GST. The valuer recommends that before relying on the valuation, the parties should undertake a legal audit of all contracts affecting the property (including the lease documentation) and check the results against the assumptions made within the valuation report. The sale of all previously owned residential accommodation is an input taxed supply for GST purposes. If the supplier (seller) is registered under the Act, and the residential property is "new" as defined, the supplier's GST liability has no effect on the market value of the house/home unit.
Whilst every reasonable care has been taken during their inspection of the property and in making relevant enquiries, Garmony has not undertaken or requested a Written Flood Search, Written Town Planning Certificate, Special Inspection Search by the Local Authority Building Department, Structural Survey by an Architect or Engineer, or Identification Survey by a Licensed Surveyor. In the absence of these formal searches or enquiries, Garmony has assumed that the results of any such searches would not disclose any matters significantly affecting the value of the property.
Unless otherwise stated, Garmony has not conducted a search of the encumbrances (if any) listed on the Certificate of Title. Garmony has assumed the encumbrances, if any, have no detrimental effect on the subjects value however should a subsequent search reveal otherwise Garmony reserves the right to alter the valuation accordingly.

Rand Mining NL Independent Expert’s Report Page 11

6.4 ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

At the date of this Report, the total issued share capital of RND comprises 60,841,209 fully paid ordinary shares. The values below are net of share issue costs.

	Number of Shares	Note	$
Balance as at 30 June 2010	60,841,209	Per Annual Report	17,578,448
As at the date ofthisReport	60,841,209		17,578,448

6.4.2 OPTIONS

At the date of this Report, there were 4,000,000 unlisted options on issue. These options are exercisable at 60 cents and expire on 29 August 2012.

Unlisted Options	Number of Options	Note	$
Balance as at 30 June 2010	4,500,000	Per Annual Report	-
Expired during the period	(500,000)	Expired 1 October 2010	-
As at the date ofthisReport	4,000,000		-

6.4.3 SHARE TRADING

The following summary provides details of the monthly trading volumes of RND’s shares on ASX since 30 June 2010:

MONTH	High	Low	Volume
October 2010 (to 11th) September 2010 August 2010 July 2010	0.51 0.47 0.50 0.50	0.45 0.42 0.40 0.41	68,200 145,900 33,000 2,700

As can be seen from the above table, in the period since 30 June 2010, the Company’s share price has fluctuated from a low of 41 cents (rounded) in July 2010 to a high of 51 cents in October 2010.

There has been a noticeable change in the share price in October 2010 pursuant to the lodgment of the Company’s 2010 Annual Report. We further note that the average total monthly volume of shares sold in the period since 30 June 2010 is approximately 62,450 with an average monthly total value of $111,327, demonstrating a comparatively thin level of trading in the Company’s stock.

Rand Mining NL Independent Expert’s Report Page 12

RND Recent Share Price History:

The chart below represents the movement in share price of RND listed shares since mid February 2010:

==> picture [347 x 240] intentionally omitted <==

Source: www.asx.com.au

6.4.4 SCHEDULE OF RECENT ASX ANNOUNCEMENTS

Recent announcements since 30 June 2010 are summarised below:

Date	ASX Announcement
11/10/2010	TBR: Campaign 15 Results
11/10/2010	Campaign 15 Results
11/10/2010	Appendix 3B
1/10/2010	2010 Annual Report
21/07/2010	Quarterly Activities and Cash Flow Report
5/07/2010	Campaign 14 Results

6.4.5 MARKET VALUE

Since 30 June 2010, RND’s share price fluctuated between 41 cents and 51 cents, with the share price only significantly increasing in October, after the lodgment of the Company’s 2010 Annual Report. The valuation range determined in Section 6.3.1 appears to be reasonably consistent with this market value range.

Rand Mining NL Independent Expert’s Report Page 13

7. VALUATION OF RAND MINING NL SHARES POST PROPOSED TRANSACTION

7.1 COMPONENTS OF THE PROPOSED TRANSACTION

The key component of the Proposed Transaction comprises:

the sale of Suite G1 and G2, 49 Melville Parade, South Perth WA 6151 (the Units) to Melville Parade Pty Ltd [ACN 143 019 498], a wholly owned subsidiary of Tribune Resources NL [ACN 009 341 539] (a substantial shareholder and associate of the Company) as described in the Explanatory Statement accompanying and forming part of the Notice of Annual General Meeting.

7.2 N ET ASSET VALUATION POST PROPOSED TRANSACTION

In establishing the value of RND following completion of the Proposed Transaction, the net asset backing per share has been determined based upon the audited position as at 30 June 2010 as referred to in Section 6.3.1 of this Report, as adjusted for all matters referred to in the attached Notice of Annual General Meeting.

Valuation assessments were then carried out on assets and liabilities, with the following matters being of particular relevance:

a) Valuation of the Units

The Units are included in the books of the Company at market value, in accordance with the valuation report prepared by Mr Garmony of Garmony Property Consultants in June 2010. Therefore, we do not consider that any further adjustment to the value of the Units should be made for the purposes of our calculations.

b) Cash Assets

As the Units are to be sold for a cash consideration, our adjustment includes an increase of cash assets of $890,000, the market valuation of the Units. No other adjustments have been made to the cash assets for the purposes of our calculations.

c) No adjustment has been made in respect of any potential taxation consequences in respect of the Proposed Transaction.

Rand Mining NL Independent Expert’s Report Page 14

This has resulted in a net asset backing per share of $0.43 post Proposed Transaction, as calculated in 7.2.1 below:

7.2.1 Adjusted Balance Sheet as at 30 June 2010 Post Proposed Transaction

	Consolidated Pre Proposed Transaction 30.06.10 $ Proposed Transaction $ Notes * (i) Pro Forma Consolidated Post Proposed 30.06.10 $
Current Assets Cash and cash equivalents Trade and other receivables Inventories Total Current Assets Non-Current Assets Available for sale financial assets Investments (equity method) Deferred tax asset Exploration and evaluation Mine development Property, plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Borrowings Provisions Total Current Liabilities Non-Current Liabilities Provisions Deferred tax liability Total Non-Current Assets Total Liabilities Net Assets Total number of shares on issue Net asset backing per share	3,507,616 810,016 7,512,849 890,000 (ii) 4,397,616 810,016 7,512,849
	11,830,481 890,000 12,720,481
	438,322 11,285,248 259,881 3,227 5,008,570 2,900,783 (890,000) (ii) 438,322 11,285,248 259,881 3,227 5,008,570 2,010,783
	19,896,031 (890,000) 19,006,031
	31,726,512 - 31,726,512
	2,906,375 672,792 95,623 2,906,375 672,792 95,623
	3,674,790 3,674,790
	326,573 1,305,662 326,573 1,305,662
	1,632,235 1,632,235
	5,307,025 5,307,025
	26,419,487 - 26,419,487
	60,841,209 60,841,209 0.43 0.43

Please refer to the attached Notes below.

Rand Mining NL Independent Expert’s Report Page 15

Notes

(i) The adjusted Balance Sheet comprises the audited consolidated balance sheet at 30 June 2010, as adjusted for the Proposed Transaction referred to in the attached Notice of Annual General Meeting and Explanatory Statement.

(ii)	The Post transaction cash balance comprises:	$
	Consolidated Cash Balance as at 30 June 2010	3,507,616
	Sale of the Units	890,000
		---------------
	Cash Balance Post Transaction	4,397,616
		---------------

8. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS

8.1 Assessment as to Fairness

As noted in Section 5 of this Report, an offer is considered "fair" if the value of the consideration being offered is equal to, or greater than, the value of the securities that are the subject of the offer. MGICF's assessment as to the fairness of the Proposed Transaction is set out below:

MGIBPCS valuation of RND share	MGIBPCS valuation of RND share
prior to the Proposed Transaction	after completion of the Proposed
	Transaction
$0.43	$0.43

After consideration of the above, the Proposed Transaction is considered to be fair to the non-associated shareholders of RND as the preferred value of a share after completion of the Proposed Transaction is equal to the value of an RND share as at 30 June 2010.

8.2 Assessment as to Reasonableness

ASIC Regulatory Guide 111 states that an offer is reasonable if it is fair. Under this criterion as the value of RND shares after completion of the Proposed Transaction is greater than their value prior thereto, the offer is reasonable. There are a number of other relevant factors to be considered in assessing the reasonableness of the Proposed Transaction. These factors are set out below as advantages and disadvantages.

8.2.1 Advantages and Disadvantages of the Proposed Transaction proceeding:

Advantages

The Units currently do not fit into the Company’s future business activities and cash generated from their sale will assist in the Company’s future business development.
The Units will be sold at their deemed market valuation contained in the valuation report prepared by Mr Garmony of Garmony Property Consultants.
The facility management fee that will be charged to RND for the use of part of the Units subsequent to their sale will be at commercial rates.
As the consideration is in cash, Shareholders do not suffer any dilutionary effect pursuant to the Proposed Transaction.

Rand Mining NL Independent Expert’s Report Page 16

Disadvantages

The Company will no longer have the benefit of owning the Units and will not participate in any potential future growth in value of the Units.
8.2.2 Advantages and Disadvantages of the Proposed Transaction not Proceeding:

Advantages of not proceeding

The Company will avoid the disadvantages referred to above.

Disadvantages of not proceeding

The company will not generate $890,000 in cash and hence will need to consider alternative avenues to raise further working capital which may be on less favourable terms and may lead to shareholders suffering some dilution in their current interest in the Company.

In our opinion, on balance, the advantages of approving the Proposed Transaction are greater than the disadvantages. These advantages arise both as a result of implementing the Proposed Transaction and of avoiding the disadvantages that may arise as a result of not implementing the Proposed Transaction. Accordingly, in our opinion, the Proposed Transaction is reasonable to the non-associated shareholders of RND.

8.3 Conclusion

Based on the valuation of an RND share and on the above assessment, MGICF is of the opinion that the Proposed Transaction is fair and reasonable to the nonassociated shareholders of RND.

9. SOURCES OF INFORMATION

In making our assessment as to whether the Proposed Transaction is fair and reasonable to the non-associated shareholders of RND, we have reviewed relevant published available information and other unpublished information of the Company which is relevant in the circumstances. In addition, we have held discussions with the Company's directors and management. Information we have received includes, but is not limited to the following:

RND's audited Annual Report for the year ended 30 June 2010;
Independent Valuation Report of the Units prepared by Garmony Property Consultants dated 24 June 2010;
Recent ASX announcements lodged by the Company;
Share Price data for RND;
Draft Notice of Annual General Meeting and Explanatory Statement this Report will accompany.

ANNEXURE B – CONSTITUTION

ATTACHED.

==> picture [146 x 27] intentionally omitted <==

CONSTITUTION

Rand Mining Limited ACN 004 669 658

Ref: PAL:KM:102425 Doc Ref.: 641399v1

Level 2 50 Kings Park Road West Perth WA 6005 T: +61 8 216 7100 W: www.allionlegal.com.au

1	Interpretation	Interpretation	1
	1.1	Definitions	1
	1.2	Interpretation generally	3
	1.3	Replaceable rules excluded	3
	1.4	Listing Rules	3
	1.5	Previous Constitution	4
2	Public Company		4
	2.1	Rand Mining Limited	4
	2.2	Legal capacity and powers	4
	2.3	Limited by shares	4
	2.4	Liability of Members	4
3	Securities		4
	3.1	Issue of Securities	4
	3.2	Class rights	4
	3.3	Preference Shares	5
	3.4	Commission and brokerage	6
	3.5	Registered Holder	6
	3.6	Multiple Holders	6
	3.7	Death of Holder	7
	3.8	Certificates	7
4	Lien on Shares		7
	4.1	Lien	7
	4.2	Enforcement of lien	8
5	Calls on Securities		9
	5.1	Power to make calls	9
	5.2	Notice of call	9
	5.3	Interest on calls	9
	5.4	Deemed call	9
	5.5	Differentiation between calls	9
	5.6	Recovery of unpaid calls	9
	5.7	Payment of calls in advance	10
	5.8	Extinguishment of liability on calls	10
	5.9	Conversion of Securities	10
6	Transfer	of Securities	10
	6.1	Participation in computerised or electronic systems	10
	6.2	Form of transfers	11
	6.3	Registration procedure	11
	6.4	Transfers and Certificates	11
	6.5	Directors’ powers to apply a holding lock and to decline to register	12

	6.6	Non-interference with registration	12
	6.7	Instruments of transfer retained	12
7	Plebiscite to approve Proportional Takeover Bid		12
	7.1	Definitions	12
	7.2	Resolution to approve Proportional Takeover Bid	13
	7.3	Sunset	15
8	Closure of Transfer Books and Register		15
9	Transmission of Securities		15
	9.1	Death or bankruptcy	15
	9.2	Estates	15
	9.3	Effect of death, bankruptcy or infirmity	16
	9.4	ASTC Settlement Rules	16
10	Compliance with ASTC Settlement Rules		16
11	Share Capital		16
12	Reduction of Capital		16
13	Forfeiture and surrender of Shares		16
	13.1	Notice regarding forfeiture	16
	13.2	Forfeiture	17
	13.3	Surrender of Securities	18
	13.4	Evidence of ownership	18
	13.5	Deemed forfeiture	18
	13.6	Cancellation of forfeited Securities	18
14	Sale of	Non-Marketable Parcels	19
	14.1	Definitions	19
	14.2	Power to sell non-marketable parcels	19
	14.3	Procedure	19
	14.4	Sale Consideration	20
	14.5	Certificates	20
15	Meetings of Members		21
	15.1	Convening and notice of Meetings of Members	21
	15.2	Cancellation and postponement of a Meeting of Members	22
	15.3	Quorum at Meetings of Members	23
	15.4	Lack of quorum at Meetings of Members	23
	15.5	Business of Meetings of Members	23
	15.6	Chairman of Meeting of Members	23
	15.7	Adjournment	24
	15.8	Disruption and termination of Meeting of Members	24
	15.9	Decision on questions at a Meeting of Members	24
	15.10	Taking a poll	25
	15.11	Casting vote of Chairman	25
	15.12	Validity of votes	25
	15.13	Direct voting by Members	25

16	Votes of Members	Votes of Members	26
	16.1	Right to vote	26
	16.2	Proxies and attorneys	27
	16.3	Instrument appointing a proxy	28
17	Directors		29
	17.1	Number of Directors	29
	17.2	Directors Share qualification	29
	17.3	Casual vacancies of Directors	29
	17.4	Directors’ retirement and filling of vacated offices	29
	17.5	Removal of Directors	30
	17.6	Vacation of office of Directors	30
	17.7	Managing Director	31
	17.8	Remuneration and expenses	31
	17.9	Directors’ remuneration on retirement or death	32
18	Meetings of Directors		33
	18.1	Rule of proceedings of Directors	33
	18.2	Quorum of Directors	33
	18.3	Convening and Notice of Meetings	33
	18.4	Meetings of Directors by Instantaneous Communication Device	33
	18.5	Written Resolutions of Directors	34
	18.6	Voting at Directors Meeting	34
	18.7	Powers of Meeting of Directors	34
	18.8	Chairman of Directors	35
	18.9	Validation of acts of Directors where defect in appointment	35
19	Directors’ Contracts with the Company		35
20	Powers of Directors		36
	20.1	General Powers of Directors	36
	20.2	Borrowing powers of Directors	36
	20.3	Delegation of Directors’ powers	36
	20.4	Delegation of powers to committees	37
	20.5	Delegation otherwise than under the Corporations Act	37
	20.6	Validation of irregular acts	37
21	Secretary		37
22	Minutes		38
23	Seal		38
	23.1	Seal	38
	23.2	Use of Seal	38
24	Declaration of Dividends		39
	24.1	Declaration of dividend	39
	24.2	Entitlement to dividends	39
	24.3	Payment of dividends	39
	24.4	Distribution of dividend in kind	40

	24.5 Reinvestment of dividends	40
	24.6 Capitalisation	40
25	Unclaimed Dividends	41
26	Reserves	41
27	Inspection of Records	42
28	Notices	42
29	Indemnity of Officers	43
30	Winding Up	44
31	Accounts and Audit	44

1 INTERPRETATION

1.1 Definitions

In this Constitution, unless the contrary intention appears:

“ASX” means ASX Limited ACN 008 624 691.

“Auditor” means any person appointed to perform the duties of an auditor of the Company.

“Business Day” has the meaning given to that term in the Listing Rules.

“Certificate” means a certificate for Securities issued in accordance with the Corporations Act.

“Chairman” means the chairman of the Directors.

“CHESS” has the meaning given to that term in the Listing Rules.

“CHESS Approved Securities” means Securities which are approved in accordance with the Operating Rules.

“Company” means Rand Mining Limited ACN 004 669 658.

“Constitution” means this document as amended from time to time.

“Corporations Act” means the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth) made under it.

“CS Facility” has the same meaning as “prescribed CS facility” in the Corporations Act.

“Director” means any person appointed to perform the duties of a director of the Company.

“Holder” means:

(a) in respect of a Share, the Member who holds that Share; and
(b) in respect of any other Security, the person who is entered in the records kept by the Company as the holder of that Security.

“Instantaneous Communication Device” includes telephone, television, fax, electronic mail, videoconference or any other audio, visual or data device which permits instantaneous communication.

“Listing Rules” means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

“Managing Director” means any person appointed to perform the duties of managing director of the Company.

“Marketable Parcel” means the number of Securities which in aggregate constitutes a marketable parcel of Securities within the meaning of the Listing Rules.

“Market Transfer” means:

641399_1.DOC

(a) a transfer of shares pursuant to or connected with a transaction entered into on the stock market operated by ASX and includes a Proper ASTC Transfer; or
(b) an allotment of shares as a result of the exercise of any rights, options or convertible notes where such rights, options or notes are traded on a market operated by ASX.

“Meeting” means a meeting of Members, other Holders or Directors, as the case may be.

“Member” means any person entered in the Register as the holder of a Share.

“Member Present” means a Member present at any Meeting of the Company in person or by proxy or attorney or, in the case of a body corporate, by a duly appointed Representative.

“Office” means the registered office for the time being of the Company.

“Official Quotation” in respect of Securities means quotation on the official list of ASX.

“Operating Rules” means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated securities, as amended or replaced from time to time, except to the extent of any relief or express written waiver granted by the CS Facility Operator.

“Proper ASTC Transfer” has the meaning given to the term proper ASTC transfer in the Corporations Regulations 2001 (Cth).

“Register” means:

(a) in respect of Shares, the register of Members kept under the Corporations Act; and
(b) in respect of other Securities, the records of holders of those Securities kept by the Company.

“Representative” means a person authorised to act as a representative of a Holder which is a body corporate, as permitted by the Corporations Act.

“Resolution” means a resolution other than a Special Resolution.

“Restricted Securities” has the meaning given to that term in the Listing Rules.

“Restriction Agreement” has the meaning given to that term in the Listing Rules.

“Seal” means any common seal or duplicate seal of the Company.

“Secretary” means any person appointed to perform all or any of the duties of a secretary of the Company.

“Securities” includes Shares, units of Shares, rights to Shares, options to acquire Shares, instalment receipts and other securities with rights of conversion to equity in the share capital of the Company.

“Share” means any share in the share capital of the Company.

“Special Resolution” has the meaning given to that term in the Corporations Act.

641399_1.DOC

1.2 Interpretation generally

(a) An expression used in a particular Part or Division of the Corporations Act that is given by that Part or Division a special meaning for the purpose of that Part or Division has, in any clause of this Constitution that deals with a matter dealt with by that Part or Division, unless the contrary intention appears, the same meaning as in that Part or Division.
(b) References to statutes or regulations include all statutes or regulations amending, consolidating or replacing them.
(c) A reference to a body or entity (whether corporate or unincorporated) includes, if the body or entity ceases to exist, or is reconstituted, renamed or replaced from time to time, a reference to the body or entity established or constituted in its place or nearly as may be succeeding to its power, objects or functions.
(d) Unless the contrary intention appears:
(i) words in the singular include the plural and vice versa;
(ii) any gender includes the other gender;
(iii) “includes” means includes without limitation; and
(iv) the term “person” or words importing persons includes bodies corporate.

1.3 Replaceable rules excluded

The replaceable rules contained in the Corporations Act are excluded and do not apply to the Company (except so far as they are repeated in this Constitution).

1.4 Listing Rules

If any Securities of the Company are subject to Official Quotation, the following clauses apply:

(a) notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done;
(b) nothing contained in this Constitution prevents an act being done that the Listing Rules requires to be done;
(c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this Constitution to contain a provision and it does not contain such provision, this Constitution is deemed to contain that provision;
(e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision; and
(f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

641399_1.DOC

1.5 Previous Constitution

(a) This Constitution supersedes the constitution of the Company (if any) in force immediately prior to the adoption of this Constitution.
(b) The adoption of this Constitution does not affect the validity or effect of anything done under any previous constitution of the Company, so that (without limitation):
(i) every Director and Secretary of the Company in office immediately prior to adoption of this Constitution is taken to have been appointed, and will continue in office, under this Constitution; and
(ii) any Seal properly adopted by the Company prior to the adoption of this Constitution is taken to be a Seal properly adopted under this Constitution.

2 PUBLIC COMPANY

2.1 Rand Mining Limited

The name of the company is Rand Mining Limited.

2.2 Legal capacity and powers

The Company has the legal capacity and powers of an individual both in and outside Australia as well as all powers conferred on a company by the Corporations Act.

2.3 Limited by shares

The Company is a public company which is limited by shares.

2.4 Liability of Members

The liability of Members is limited.

3 SECURITIES

3.1 Issue of Securities

The Directors may issue Securities to any person on such terms as the Directors determine, subject to the Corporations Act, the Listing Rules and this Constitution and without prejudice to any special rights of the Holders of any existing Securities or class of Securities.

3.2 Class rights

(a) The Directors may issue Securities with such preferred, deferred or other special rights or such restrictions as to dividends, voting, return of capital, payment of calls or otherwise as the Directors determine.
(b) Where the share capital of the Company is divided into different classes of Securities unless the terms of issue of the Securities of any class provide otherwise:

641399_1.DOC

(i) the rights attached to that class may be varied or abrogated in any way by a Special Resolution passed at a separate meeting of the Holders of the issued Securities of that class or with the consent in writing of the Holders of threequarters of the issued Securities of that class; and
(ii) the rights conferred upon the Holders of Securities of any class issued with preferred or other rights will not be varied or abrogated by the creation or issue of further Securities ranking equally with those Securities.
(c) The provisions of the Corporations Act and this Constitution relating to Special Resolutions and Meetings of the Company will, with such modifications as the circumstances require, apply to a Special Resolution or meeting referred to in clause 3.2(b).

3.3 Preference Shares

(a) The Company may issue preference Shares, including preference Shares which are, or at the option of the Company are, liable to be redeemed.
(b) Each preference Share issued by the Company:
(i) confers on the Holder a right to receive a preferential dividend (which may, in the Directors’ discretion, be cumulative) at the rate, on the basis and on the terms as to redemption (if redeemable) decided by the Directors under the terms of issue;
(ii) may participate with the ordinary Shares in profits if, and to the extent, the Directors decide under the terms of issue;
(iii) confers on its Holder the right, in priority to the payment of any dividend on any other class of Shares, to the preferential dividend;
(iv) confers on its Holder the right in a winding up and on redemption to payment in priority to any other class of Shares of:
- (A) the amount of any dividend accrued but unpaid on the preference Share at the date of winding up or the date of redemption; and
- (B) any amount paid on the preference Share;
(v) does not confer on its Holder any right to participate in the profits or property of the Company except as set out in this clause 3.3;
(vi) to the extent the Directors decide under the terms of issue, may confer a right to a bonus issue or capitalisation of profits in favour of holders of those Shares only; and
(vii) does not entitle its Holder to vote at any general Meeting except in the following circumstances:
- (A) on a proposal to reduce the share capital of the Company;
- (B) on a proposal that affects the rights attached to the preference Share;

641399_1.DOC

(C) on a proposal to wind up the Company;
(D) on a proposal for the disposal of the whole of the property, business and undertaking of the Company;
(E) on a resolution to approve the terms of a buy back agreement;
(F) during a period in which a dividend or part of a dividend on the preference Share is in arrears; or
(G) during the winding up of the Company.
(c) The rights attaching to preference Shares may only be varied or abrogated in accordance with clause 3.2.
(d) The issue of any Securities which rank in priority to preference Shares in any respect will be deemed to be a variation or abrogation of the rights of the preference Shares. The issue of any Securities ranking equally with preference Shares will not be deemed to be a variation or abrogation of any of the rights of the preference Shares if those Securities may not be redeemed until all existing preference Shares have been redeemed or converted.

3.4 Commission and brokerage

(a) The Company may make payments by way of brokerage or commission to a person in consideration for the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for Securities or procuring or agreeing to procure subscriptions, whether absolute or conditional, for Securities.
(b) The brokerage or commission may be satisfied by payment in cash, by allotment of fully or partly paid Securities, by issue of debentures or a combination of all or any of such ways.

3.5 Registered Holder

(a) Except as required by law, the Company will not recognise a person as holding a Security upon any trust.
(b) The Company is not bound by or compelled in any way to recognise (whether or not it has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any Security or (except as otherwise provided by this Constitution or by law) any other right in respect of a Security except an absolute right of ownership in the registered Holder of the Security.

3.6 Multiple Holders

(a) If more than three persons are registered as the joint Holders of any Security (or a request is made to register more than three persons), only the first three persons so registered will be regarded as the joint Holders of the Security, and all other names will be disregarded by the Company for all purposes.
(b) Where two or more persons are registered as the joint Holders of any Security, they are deemed to hold the Security as joint tenants with rights of survivorship, subject to the provisions of this Constitution as to joint shareholdings and the following provisions:

641399_1.DOC

(i) they and their respective legal personal representatives are jointly and severally liable to pay all calls, interest or other amounts payable in respect of the Security; and
(ii) any one of them may give effectual receipts for any dividend, interest or other amounts payable in respect of the Security.

3.7 Death of Holder

In the case of the death of:

(a) a sole registered Holder of a Security, the legal personal representatives of the deceased; and
(b) joint registered Holders of a Security, subject to clause 3.6(b)(i), the survivor or survivors,

are the person or persons whom the Company will recognise as having any title to the Security, and for this purpose, the Directors may require reasonable evidence of death. Nothing in this Constitution releases the estate of a joint Holder from any liability in respect of any Security which has been jointly held with any other person.

3.8 Certificates

(a) If the Company participates in a computerised or electronic share transfer system conducted in accordance with the Listing Rules and the ASTC Settlement Rules, the Company is not required to issue a Certificate for the Securities held by a Holder and may cancel a Certificate without issuing a duplicate Certificate where the non issue of a Certificate is permitted by the Listing Rules or the ASTC Settlement Rules.
(b) Where Securities are not subject to a computerised or electronic share transfer system, a Certificate (including a duplicate Certificate) for the Securities must be issued in accordance with the provisions of the Corporations Act, this Constitution, the Listing Rules and the ASTC Settlement Rules.
(c) Where the Company has determined not to issue Certificates or to cancel existing Certificates, a Holder will have the right to receive such statements of holdings as are required to be distributed to a Holder under the Corporations Act, the Listing Rules or the ASTC Settlement Rules.

4 LIEN ON SHARES

4.1 Lien

(a) The Company will have a first and paramount lien on the Securities registered in the name of a Holder:
(i) where the Company has issued partly paid Securities and a call is due but unpaid on those Securities, or where the issue price of Securities is payable by instalment and an instalment is due but unpaid on those Securities;
(ii) if the Securities were acquired under an employee incentive scheme however described and an amount is outstanding in relation to them; or

641399_1.DOC

(iii) where the Company is required by law to pay (and has paid) an amount in respect of the Securities whether by way of taxation or otherwise.
(b) In each case, the lien extends to all dividends from time to time payable in respect of the Securities and to interest (at such rate as the Directors may determine) and expenses incurred because the amount is not paid.
(c) The Company may do all things necessary or appropriate for it to do under the Listing Rules, the ASTC Settlement Rules and the Corporations Act to protect any lien or other right to which it may be entitled under any law or this Constitution.
(d) Nothing in this Constitution prejudices or affects any right or remedy which any law may confer or purport to confer on the Company, and as between the Company and every Holder, the Holder’s executors, administrators and estate, any such right or remedy will be enforceable by the Company.
(e) The Directors may at any time, exempt a Security wholly or in part from the provisions of this clause 4.

4.2 Enforcement of lien

(a) The Directors may sell Securities subject to a lien for the purpose of enforcing the lien, without consent of the Holder of the Securities or any other person, subject to clause 4.2(b).
(b) Securities over which the Company has a lien cannot be sold under clause 4.2(a) unless:
(i) a sum in respect of which the lien exists is presently payable; and
(ii) the Company has, at least 14 days before the date of sale, given written notice to the registered Holder of the Security or the person the Company has reason to believe is entitled to the Security by reason of death, bankruptcy or insolvency of the registered Holder, setting out and demanding payment of that part of the amount in respect of which the lien exists as is presently payable.
(c) The Company must apply the net proceeds of any sale of Securities under clause 4.2(a) in or towards satisfaction of that part of the amount in respect of which the lien exists as is presently payable, together with any interest on that amount and expenses paid or payable in connection with the enforcement of the lien and the sale of the Securities.
(d) The Company must pay any balance of the net proceeds of sale (subject to any like lien for sums not presently payable that existed upon the Securities for sale) to the person the Company has reason to believe is entitled to the Securities at the date of sale.
(e) Upon any sale of Securities under this clause 4.2, the Directors may authorise a person to transfer the Securities sold to the purchaser of those Securities and may enter the purchaser’s name in the Register as Holder of the Securities.
(f) The purchaser is not responsible in any way for the application of the purchase money.
(g) The purchaser’s title to the Securities is not affected by any irregularity or invalidity in connection with the sale of Securities under this clause 4.2.

641399_1.DOC

5 CALLS ON SECURITIES

5.1 Power to make calls

(a) The Directors may, subject to any conditions of allotment, from time to time make such calls as they think fit upon the Holders of Securities in respect of any monies unpaid on the Securities held by them.
(b) The Directors may determine that a call may be payable by instalments.
(c) A call is made when the Resolution of the Directors authorising the call is passed.
(d) Subject to the Listing Rules, the Directors may revoke, postpone or extend a call.

5.2 Notice of call

(a) The Directors must send notice of a call to the Holders of Securities upon whom a call is made as required by the Listing Rules or, if the Listing Rules do not apply, at least 10 Business Days (or such other period of notice as provided by any terms of issue affecting the relevant Securities) before the due date for payment. The notice must specify the time or times and place of payment and such other information as the Directors determine.
(b) The accidental omission to give notice of a call to, or the non-receipt of any such notice by, any of the Holders does not invalidate the call.

5.3 Interest on calls

If a sum called in respect of a Security is not paid on or before, the day specified for payment of the call, the Holder from whom the sum is due must pay interest on the sum (or on so much as remains unpaid from time to time) from the day specified for the payment of the call until the time of actual payment at such rate (not exceeding 20% per annum) as the Directors determine. The Directors may waive such interest wholly or in part.

5.4 Deemed call

Subject to any notice requirements set out in the Listing Rules, any sum that, by the terms of issue of a Security or otherwise, becomes payable on allotment or at a fixed date, is for the purposes of this Constitution, deemed to be a call duly made and payable on the date on which, the sum becomes payable. If the sum is not paid on or before that date, the provisions of this Constitution as to payment of interest, expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.

5.5 Differentiation between calls

The Directors may, on the issue of Securities, differentiate between the Holders of those Securities as to the amount of calls to be paid and the times of payment.

5.6 Recovery of unpaid calls

(a) In the event of non-payment of any call, the Company may proceed to recover the sum payable with interest and expenses (if any), by action, suit or otherwise. This right is without prejudice to the right under clause 13 to forfeit the Security of any Holder in

641399_1.DOC

arrears and either or both of such rights may be exercised by the Directors in their discretion.

(b) On the trial of any action for the recovery of any call, or of any interest or expenses in respect of any call it is sufficient to prove that:
(i) the name of the Holder sued is entered in the Register as the Holder or one of the Holders of the Securities in respect of which such debt accrued;
(ii) the Resolution making the call is duly recorded in the minute book;
(iii) notice of such call was duly given to the registered Holder of the Securities under this Constitution, or in the case of calls or instalments payable at fixed times, by the terms of issue of any Security; and
(iv) such sum or call has not been paid.
(c) Proof of the matters described in clause 5.6(b) is conclusive evidence of the debt and it is not necessary to prove the appointment of the Directors who made the allotment or call, the passing of the Resolution or any other matters whatsoever.

5.7 Payment of calls in advance

The Directors may accept from any Holder all or any part of the amount unpaid on a Security even if no part of that amount has been called up. The Directors may authorise payment by the Company of interest upon the whole or any part of an amount so accepted until the amount becomes payable, at such rate as is determined by the Directors. Any amount paid in advance of calls is to be treated as an unsecured loan until a call is due and until that time is not to be not included or taken into account in determining the amount of any dividend payable upon the Securities in respect of which such advance has been made. Money received in advance of a call will not be accepted subject to repayment or be claimable by any Holder. The Directors may repay the amount so advanced at any time, after giving the Holder one month’s written notice.

5.8 Extinguishment of liability on calls

Subject to the Listing Rules and the Corporations Act, the Directors may at any time enter into contracts on behalf of the Company with any or all of the Holders holding partly paid Securities, to extinguish the liability of those Holders to pay to the Company any amount unpaid on the Securities held by them.

5.9 Conversion of Securities

The Company must comply with any Corporations Act and Listing Rule requirements relating to partly paid Securities if its Securities are converted into a larger or smaller number.

6 TRANSFER OF SECURITIES

6.1 Participation in computerised or electronic systems

The Directors may do anything they consider necessary or desirable and which is permitted under the Corporations Act, the Listing Rules and the ASTC Settlement Rules to facilitate the Company’s participation in any computerised or electronic system established or recognised by the

641399_1.DOC

Corporations Act, the Listing Rules and the ASTC Settlement Rules for the purposes of facilitating dealings in Securities.

6.2 Form of transfers

(a) Subject to this Constitution, a Holder may transfer all or any of the Holder’s Securities by:
(i) any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in Securities, including a transfer that may be effected under the ASTC Settlement Rules or other electronic transfer process; or
(ii) an instrument in writing in any usual or common form or in any other form that the Directors approve.
(b) Except in the case of a Proper ASTC Transfer, the transferor remains the Holder of the Securities and (in the case of Shares) a Member in respect of those Securities until the name of the transferee is entered in the Register.
(c) In the case of a Market Transfer, the Company must comply with the obligations imposed on it by the Listing Rules and the ASTC Settlement Rules and any applicable legislation in connection with any transfer of Securities.
(d) Restricted Securities cannot be disposed of during the escrow period which applies in relation to those Securities except as permitted by the Listing Rules or ASX.

6.3 Registration procedure

Where an instrument of transfer referred to in clause 6.2 is used by a Holder to transfer Securities, the following provisions apply:

(a) the instrument of transfer must be executed by or on behalf of both the transferor and the transferee unless it is a Proper ASTC Transfer;
(b) the instrument of transfer must be left at the share registry of the Company for registration accompanied by the Certificate for the Securities to be transferred (if any) and, subject to the Listing Rules and the ASTC Settlement Rules, such other evidence as the Directors may require to prove the title of the transferor and the transferor’s right to transfer the shares;
(c) a fee must not be charged on the registration of a transfer of Securities; and
(d) on registration of a transfer of Securities, the Company must cancel the old Certificate (if any).

6.4 Transfers and Certificates

Securities will be transferred and, subject to clause 3.8, Certificates relating to them will be issued and delivered in accordance with the Corporations Act, the Listing Rules and the ASTC Settlement Rules.

641399_1.DOC

6.5 Directors’ powers to apply a holding lock and to decline to register

(a) If permitted to do so by the Listing Rules or the ASTC Settlement Rules, the Directors may:
(i) request ASTC to apply a holding lock to prevent a transfer of CHESS Approved Securities registered on the CHESS subregister; or
(ii) decline to register a transfer of Securities.
(b) The Directors must:
(i) request ASTC to apply a holding lock to prevent transfer of CHESS Approved Securities registered on the CHESS subregister; or
(ii) decline to register a transfer of Securities.
if:
(iii) the Listing Rules require the Company to do so; or
(iv) the transfer is in breach of the Listing Rules or a Restriction Agreement.
(c) If in the exercise of their powers under clauses 6.5(a) or (b), the Directors request the application of a holding lock to prevent a transfer of CHESS Approved Securities or refuse to register a transfer of a Security, they must give written notice to the holder of the Security and the broker lodging the transfer, if any, of the refusal to transfer in accordance with the Listing Rules, the ASTC Settlement Rules and the Corporations Act. Failure to give such notice does not invalidate the decision of the Directors.

6.6 Non-interference with registration

Other than as provided for in this Constitution or as required by the Corporations Act, the Listing Rules or the ASTC Settlement Rules, the Company may not prevent, delay or interfere with the generation of a Proper ASTC Transfer or the registration of a paper-based transfer of Securities in registrable form.

6.7 Instruments of transfer retained

All registered instruments of transfer will be retained by the Company but any instrument of transfer which the Directors decline to register will, except in the case of fraud, or alleged fraud, upon demand in writing be returned to the party presenting it. When any instrument of transfer is registered, the Company may authorise the destruction of the instrument of transfer, subject to the provisions of any applicable legislation and after at least three months from the date of registration of the instrument of transfer has passed.

7 PLEBISCITE TO APPROVE PROPORTIONAL TAKEOVER BID

7.1 Definitions

In this clause 7:

(a) “Approving Resolution” means a Resolution to approve the Proportional Takeover Bid;

641399_1.DOC

(b) “Approving Resolution Deadline” means the day that is 14 days before the last day of the bid period during which offers under the Proportional Takeover Bid remain open or a later day allowed by the Australian Securities and Investments Commission;
(c)
“Eligible Member” has the meaning given in clause 7.2(a)(iii); and
(d) “Proportional Takeover Bid” has the meaning given in section 9 of the Corporations Act.

7.2 Resolution to approve Proportional Takeover Bid

(a) Where offers have been made under a Proportional Takeover Bid in respect of Securities:
(i) the registration of a transfer giving effect to a takeover contract for the Proportional Takeover Bid is prohibited unless and until an Approving Resolution is passed or is taken to have been passed in accordance with this clause 7.2;
(ii) the Approving Resolution shall be voted on in either of the following ways as determined by the Directors:
- (A) at a Meeting; or
- (B) by means of a postal ballot;
(iii) a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held bid class Securities (“Eligible Members”) is entitled to vote on the Approving Resolution;
(iv) an Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the Resolution bears to the total number of votes on the Resolution is greater than 50%, and otherwise is taken to have been rejected; and
(v) the Directors must ensure that the Approving Resolution is voted on in accordance with this clause 7.2 before the Approval Resolution Deadline.
(b) If the Directors determine that the Approving Resolution shall be voted on at a Meeting, then the provisions of this Constitution that apply to a general Meeting of the Company shall apply with such modifications as the circumstances require as if the Meeting were a general Meeting of the Company.
(c) If the Directors determine that the Approving Resolution shall be voted on by means of a postal ballot:
(i) the Directors shall dispatch to Eligible Members:
- (A) a notice proposing the Approving Resolution;
- (B) a ballot paper for the purpose of voting on the Approving Resolution;
- (C) a statement setting out the details of the Proportional Takeover Bid; and

641399_1.DOC

  - (D) a memorandum explaining the postal ballot procedure which is to govern voting in respect of the Approving Resolution;

(ii) a vote recorded on a ballot paper shall not be counted for the purposes of determining whether or not the Approving Resolution is passed, unless the ballot paper is:
- (A) correctly completed and signed under the hand of the Eligible Member or that person’s attorney duly authorised in writing or if the Eligible Member is a body corporate, in a manner set out in section 127(1) or (2) of the Corporations Act or under the hand of its attorney so authorised; and
- (B) received at the Office on or before the time and date specified for its return in the notice proposing the Approving Resolution, such date to be not less than 18 days before the end of the period during which offers under the Proportional Takeover Bid remain open; and
(iii) On the date specified for the return of ballot papers in the notice proposing the Approving Resolution or the Business Days following that date, the Directors shall arrange for a count of the ballot papers returned and determine whether the Approving Resolution has been passed or rejected and shall upon completion of counting disclose the results of the ballot and the Approving Resolution shall accordingly be deemed to have been voted on upon the date of such declaration.
(d) Subject to clause 7.2(f), to be effective, an Approving Resolution must be passed before the Approving Resolution Deadline.
(e) Where a Resolution to approve the Proportional Takeover Bid is voted on before the Approving Resolution Deadline in accordance with this clause 7.2, the Company must, on or before the Approving Resolution Deadline, give:
(i) the bidder; and
(ii) if the Company is listed - each relevant financial market,

a written notice stating that a Resolution to approve the Proportional Takeover Bid has been voted on and whether the Resolution has been passed or rejected.

(f) Where, as at the end of the day before the Approving Resolution Deadline, no Resolution to approve the Proportional Takeover Bid has been voted on in accordance with this clause 7.2, a Resolution to approve the Proportional Takeover Bid is taken to have been passed on the Approving Resolution Deadline in accordance with this clause 7.2.
(g) If an Approving Resolution is voted on before the Approving Resolution Deadline in accordance with this clause 7.2 and is rejected,
(i) despite section 652A of the Corporations Act:
- (A) all offers under the Proportional Takeover Bid that have not been accepted as at the end of the Approving Resolution Deadline; and

641399_1.DOC

(B) all offers under the Proportional Takeover Bid that have been accepted, and from whose acceptance binding contracts have not resulted, as at the end of the Approving Resolution Deadline,

are taken to be withdrawn at the end of the Approving Resolution Deadline;

(ii) as soon as practicable after the Approving Resolution Deadline, the bidder must return to each person who has accepted an offer referred to in clause 7.2(g)(i)(B), any documents that the person sent the bidder with the acceptance of the offer;
(iii)
the bidder:
(A) is entitled to rescind; and
(B) must rescind as soon as practicable after the Approving Resolution Deadline,

each biding takeover contract for the Proportional takeover Bid; and

(iv) a person who has accepted an offer made under the Proportional Takeover Bid is entitled to rescind the takeover contract between such person and the bidder.

7.3 Sunset

Clauses 7.1 and 7.2 cease to have effect on the third anniversary of the date of their adoption or, if those clauses have been renewed in accordance with the Corporations Act, the third anniversary of the date of their last renewal.

8 CLOSURE OF TRANSFER BOOKS AND REGISTER

Subject to the Corporations Act, the Listing Rules and the ASTC Settlement Rules, the transfer books and the Register may be closed during such time (not exceeding in aggregate 30 Business Days in each year) as the Directors think fit.

9 TRANSMISSION OF SECURITIES

9.1 Death or bankruptcy

A person entitled to a Security in consequence of the death or bankruptcy of a Holder of a Security or a vesting order may, upon producing such evidence as is properly required by the Directors to establish such entitlement, be registered as the Holder of the Security.

9.2 Estates

Subject to clause 3.5, a person lawfully administering the estate of a Member under the provisions of a law relating to mental health or the administration of the estates of patients or infirm persons may, upon producing such evidence as is properly required by the Directors, either be registered as the Holder of the Security or subject to the provisions of this Constitution as to transfers, transfer the Security to some other person nominated by that person.

641399_1.DOC

9.3 Effect of death, bankruptcy or infirmity

A person entitled to a Security under clause 9.1 is, upon the production of such evidence as is properly required by the Directors to establish the person’s entitlement, entitled to the same dividends and other advantages, and to the same rights and obligations (whether in relation to Meetings, or to voting, or otherwise), as the registered Holder would have been. Where 2 or more persons are jointly entitled to any Security in consequence of the death of the registered holder they are, for the purposes of this Constitution, deemed to be joint holders of the Security.

9.4 ASTC Settlement Rules

The provisions of this clause 9 are subject to any provisions of the ASTC Settlement Rules which deal with notification of transmission on death or by operation of law.

10 COMPLIANCE WITH ASTC SETTLEMENT RULES

The Company must, notwithstanding anything to the contrary in this Constitution, comply with the obligations imposed on it by the ASTC Settlement Rules in relation to a transfer of Securities which are CHESS Approved Securities.

11 SHARE CAPITAL

Unless otherwise provided by this Constitution or the terms of issue, new Securities issued by the Company will be deemed to be part of the original capital and will rank equally with and carry the same rights as the existing Securities and be subject to this Constitution.

12 REDUCTION OF CAPITAL

The Company may by resolution of a type specified in section 256C of the Corporations Act, reduce its share capital in any way not otherwise provided under the Corporations Act including, but not limited to, distributing securities of any other body corporate to Members and for the Members to be bound by the constitution of that body corporate, subject to the reduction being fair and reasonable to the Company’s Members as a whole; and not materially prejudicing the Company’s ability to pay its creditors.

13 FORFEITURE AND SURRENDER OF SHARES

13.1 Notice regarding forfeiture

(a) If any Holder fails to pay, on or before the day appointed for payment, any call or instalment of a call or any money payable under the terms of allotment of a Security, the Directors may at any time after that day while any part of the call, instalment or other moneys remain unpaid, serve a notice on the Holder requiring payment of:
(i) the unpaid call, instalment or other moneys;
(ii) any interest that has accrued on the unpaid call, instalment or other moneys; and

641399_1.DOC

(iii) any costs and expenses that have been incurred by the Company by reason of the non-payment.
(b) The notice sent to a Holder under clause 13.1(a) must:
(i) name a further day (not less than 14 days from the date of the notice) on or before which the call, instalment or other moneys and all interest and expenses that have accrued by reason of the non-payment of the call, instalment or other moneys, are to be paid;
(ii) identify the place where payment is to be made; and
(iii) include a statement to the effect that in the event of non-payment of all of the moneys on or before the date and at the place appointed, the Securities in respect of which the payment is due will be liable to be forfeited.

13.2 Forfeiture

(a) If the requirements of a notice served under clause 13.1 are not complied with, then at any time before payment required by the notice has been made, any Security in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect.
(b) When any Security has been so forfeited, notice of the resolution will be given to the Holder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture and the date of such forfeiture will as soon as practicable be made in the Register.
(c) A forfeiture includes all dividends determined or fixed in respect of the forfeited Security and not actually paid before the forfeiture.
(d) Any Security so forfeited will be deemed to be the property of the Company, and the Directors may re-allot, sell or otherwise dispose of any forfeited Security in a manner and on the terms and conditions they determine.
(e) The Directors may at any time before any forfeited Security is re-allotted, sold or otherwise disposed of, annul the forfeiture of the Security upon the terms they determine.
(f) A Holder whose Securities have been forfeited ceases to be a Holder in respect of the forfeited Securities, but notwithstanding the forfeiture, the Holder remains liable to pay to the Company:
(i) all money (including accrued expenses) that at the date of forfeiture was payable by the Holder to the Company in respect of such Securities; and
(ii) if the Directors decide to enforce payment of interest, interest on all such moneys from the date of forfeiture until payment in full, at such rate as the Directors reasonably determine.
(g) The liability of a Holder whose Securities have been forfeited ceases if and when the Company receives payment in full of all the money (including accrued expenses and interest) payable in respect of the forfeited Shares.

641399_1.DOC

(h) If any forfeited Securities are sold, any residue after payment of all the money (including accrued expenses and interest) payable to the Company in respect of the forfeited Securities, will be paid to the person whose Securities have been forfeited or that person’s representatives or as that person or person’s representatives may direct.

13.3 Surrender of Securities

(a) The Directors may accept the surrender of any fully paid Security by way of compromise of any question as to the Holder being properly registered in respect of that Security.
(b) The Directors may dispose of any Security so surrendered in the same manner as a forfeited Security.

13.4 Evidence of ownership

(a) In the event of the re-allotment, sale or disposal of a forfeited or surrendered Security, a statutory declaration in writing, declaring that:
(i) the declarant is a Director or Secretary of the Company; and
(ii) the Security has been duly forfeited or surrendered in accordance with this Constitution,

is conclusive evidence of the fact stated in the declaration as against all persons claiming to be entitled to the Security.

(b) Upon re-allotment, sale or disposal of a forfeited or surrendered Security, the Directors may authorise a person to transfer the Security in favour of the person to whom the Security is re-allotted, sold or disposed.
(c) The Directors may enter the name of the new allottee, transferee or purchaser in the Register as the Holder of the Security re-allotted, sold or disposed of in accordance with this clause 13.
(d) The new allottee, transferee or purchaser is not bound to see to the application of any money paid as consideration for the forfeited or surrendered Security.
(e) The title of the new allottee, transferee or purchaser of the Security is not affected by any irregularity or invalidity in connection with the forfeiture, surrender, re-allotment, sale or disposal of the Security.

13.5 Deemed forfeiture

The provisions of this Constitution as to forfeiture apply in the case of non-payment of any sum that, by the terms of issue of a Security becomes payable at a fixed time, as if that sum had been payable by virtue of a call duly made and notified.

13.6 Cancellation of forfeited Securities

Subject to the Listing Rules and the Corporations Act, the Company may cancel any Securities forfeited under this clause 13.

641399_1.DOC

14 SALE OF NON-MARKETABLE PARCELS

14.1 Definitions

In this clause 14:

“Marketable Parcel” has the meaning which it bears in the Listing Rules.

“Minority Holder” means any Holder who from time to time holds less than a Marketable Parcel.

“ Notice” means the notice given to Minority Holders in accordance with clause 14.3.

“ Notice Date” means the date of the Notice sent by the Company under clause 14.3(a).

“Sale Consideration” means the proceeds of any sale or other disposal of Securities under this clause 14.

“Takeover” means:

(a) a takeover bid; or
(b) a similar bid under a foreign regime.

14.2 Power to sell non-marketable parcels

(a) Subject to the Listing Rules, the Company may, and is authorised to, dispose of the Security holdings of Minority Holders’ Securities in the manner set out in this clause 14. Subject to clause 14.2(b), this clause 14 may be invoked only once in any twelve month period.
(b) Clause 14.2(a) ceases to have effect following the announcement of a Takeover and begins to have effect once more after the close of the offers made under the Takeover.
(c) Notice
(i) The Company must not sell the Securities of a Minority Holder unless it has, not less than 42 days prior to the sale, given a Notice in writing to the Minority Holder of its intention to dispose of the Minority Holder’s Securities.
(ii) Each Minority Holder on whom a Notice has been served, may by notice in writing addressed to the Secretary and delivered to the registered office of the Company within 42 days after the Notice Date request the Company to exempt the Minority Holder’s Securities from this clause 14.3, in which event the provisions of this clause 14 will not apply to that Minority Holder.

14.3 Procedure

(a) For the purposes of the sale of Securities under this clause 14.4, each Minority Holder:
(i) appoints the Company as the Minority Holder’s agent, to sell, within a reasonable period after the period ending 42 days after the Notice Date, all of the Minority Holder’s Securities in the ordinary course of trading on the stock market conducted by ASX and acting in good faith and to receive the sale consideration on behalf of the Minority Holder; and

641399_1.DOC

(ii) appoints the Company and each of its Directors from time to time as the Minority Holder’s attorney in the name and on behalf of the Minority Holder to effect all transfers and execute all deeds or other documents or instruments necessary to transfer the Securities from the Minority Holder to the transferee.
(b) The transferee of Securities sold under this clause 14 is not responsible for the regularity of proceedings or for the application of the purchase money in respect of the sale of a Minority Holder’s Securities. After the transferee’s name has been entered in the Register in respect of such Securities, the validity of the sale or other disposal may not be impeached by any person and the remedy of any person aggrieved by the sale or other disposal will be in damages only and against the Company exclusively.
(c) The Company may issue to the transferee such Certificates as may be required in order to vest title in the transferee. The title of the transferee to Securities sold under this clause 14 will not be affected by any irregularity in connection with the sale or disposal of the Securities to the transferee.
(d) If the relevant Securities are certificated, the Company must cancel the Certificates of all Minority Holders whose Securities are sold under this clause 14.
(e) If all the Securities of two or more Minority Holders to whom this clause 14 applies are sold to one purchaser the transfer may be effected by one transfer document.

14.4 Sale Consideration

(a) The Sale Consideration must be received by the Company and paid to the Minority Holder or as the Minority Holder may direct. The Company must bear all costs as a result of the sale or disposal of Securities under this clause 14.
(b) Payment by the Company of any consideration under this clause 14 is at the risk of the Minority Holder to whom it is sent.
(c) The Sale Consideration so received by the Company must be paid into a bank account opened and maintained by the Company for that purpose only.
(d) The Company must hold the Sale Consideration so received in trust for a Minority Holder whose Securities are sold under this clause 14 pending distribution of the Sale Consideration. The Company must, as soon as practicable after the sale of the Securities of a Minority Holder, and to the extent that it may reasonably do so, distribute the Sale Consideration received to such Minority Holder provided that the Company has received any Certificates issued to the Minority Holder with respect to the Security or, in the case of loss or destruction of any such Certificate, any additional documentation required by the Corporations Act.
(e) Where the Sale Consideration is held in trust by the Company for a Minority Holder under this clause 14 and has been held for not less than two years, the Company must pay the money in accordance with applicable legislative requirements.

14.5 Certificates

A certificate in writing under the hand of any two Directors or of any one Director and Secretary that:

641399_1.DOC

(a) any notice required to be served by or on the Company was or was not served, as the case may be;
(b) any advertisement required to be published was published; and
(c) any resolution of Directors required to be made was made,

is, for the purpose of this Constitution, sufficient evidence of the facts stated as against all persons claiming to be entitled to such Securities and to the right and title of the Company to dispose of such Securities.

15 MEETINGS OF MEMBERS

15.1 Convening and notice of Meetings of Members

(a) An annual general Meeting of Members must be held in accordance with the Corporations Act.
(b) Any Director may at any time convene a general Meeting of Members or a meeting of any class of Members.
(c) The Directors must convene a general Meeting of Members, or a meeting of any class of Members, at the request of Members if required to do so in accordance with the Corporations Act.
(d) Notice of any general Meeting of Members, or a meeting of any class of Members, must be given in writing to all the Members entitled to receive notices of Meetings, to the Auditor and to each Director, in the manner provided in this Constitution and in accordance with the Corporations Act and the Listing Rules.
(e) Every notice of a Meeting of Members must specify:
(i) the place, day and hour of meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this);
(ii) the general nature of the Meeting’s business;
(iii) the intention to propose any Special Resolution and the Special Resolution;
(iv) a statement setting out the following information:
- (A) that a Member who is entitled to attend and cast a vote at the Meeting has a right to appoint a proxy;
- (B) that a proxy need not be a member of the Company; and
- (C) that a Member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;
(v) a place and a fax number for the purpose of receipt of proxy appointments (and may also specify an electronic address for the same purpose); and

641399_1.DOC

(vi) if there is to be an election of Directors, the names of the candidates for election.

A notice of Meeting of Members must be accompanied by a form of proxy which satisfies the requirements of the Listing Rules and the Corporations Act.

(f) The accidental omission to give notice of any Meeting of Members to, or the nonreceipt of any such notice by any of the Members, the Auditor, the Directors or ASX or the accidental omission to advertise (if necessary) such Meeting will not invalidate the proceedings at, or any Resolution or Special Resolution passed at, any such Meeting.

15.2 Cancellation and postponement of a Meeting of Members

(a) Subject to this clause 15.2, the Directors may, by advertisement published in a newspaper circulating in the capital city of every Australian State or Territory, on or before the day of a proposed Meeting of Members, cancel a proposed Meeting convened by them.
(b) (i) Where a proposed Meeting was requisitioned by Members under the Corporations Act, that Meeting may only be cancelled by the Directors if a written notice of withdrawal of the requisition signed by the requisitioning Members has been deposited at the Office.
(ii) The Directors will, in addition to publication of advertisements in accordance with this clause 13.2(b) and if time permits, endeavour to notify each Member of the cancellation of a proposed Meeting of Members.
(iii) Failure to notify any Member or the non-receipt of such notice by any Member does not affect the validity of the cancellation of the proposed Meeting of Members.
(c) (i) The Directors may, by advertisement published in a newspaper circulating in the capital city of every Australian State or Territory or by announcement to ASX or in any other manner determined by the Directors, on or before the day of a proposed Meeting of Members, postpone the proposed Meeting for a period not exceeding 40 days or vary the venue of the proposed Meeting, but no business may be transacted at any postponed Meeting other than the business stated in the notice to Members of the postponed Meeting.
(ii) The Directors will, in addition to publication of advertisements in accordance with this clause 15.2(b) and if time permits, endeavour to notify each Member of postponement or variation of venue of a proposed Meeting of Members.
(iii) Such notice must include details of the day, time and place on and at which the postponed Meeting will be held or in the case of variation of venue, details of the new venue.
(iv) Failure to notify any Member, or the non-receipt of such notice by any Member, does not affect the validity of the postponement or variation of venue of the proposed Meeting of Members, or invalidate the proceedings at, or any Resolution, or Special Resolution passed at, any such Meeting.
(d) A proposed Meeting of Members may not be postponed on more than two occasions.

641399_1.DOC

15.3 Quorum at Meetings of Members

(a) The quorum for a Meeting is, where the Company has only one Member, that Member and otherwise, two Members Present.
(b) No business may be transacted at any Meeting of Members unless a quorum of Members is present at the time when the Meeting proceeds to business.

15.4 Lack of quorum at Meetings of Members

If a quorum is not present within 15 minutes after the time appointed for a Meeting or such longer period as the chairman of the Meeting allows, the Meeting:

(a) if convened upon the requisition of or by Members or for the purpose of winding up the Company voluntarily, that Meeting is dissolved; and
(b) in any other case, stands adjourned to the same day in the next week (or if that day is not a Business Day, then the first Business Day after that) or to such other day, time and place as the Directors may by notice to the Members appoint.

If a quorum is not present at the adjourned Meeting within 30 minutes after the time appointed, the meeting is dissolved.

15.5 Business of Meetings of Members

(a) The ordinary business of an annual general Meeting of Members is to:
(i) consider the annual financial report, Directors’ report and Auditor’s report;
(ii) elect Directors; and
(iii) transact any other business which under the Corporations Act or this Constitution ought to be transacted at an annual general Meeting.
(b) All business that is transacted at an annual general Meeting other than the ordinary business of an annual general Meeting as provided in clause 15.5(a), and all business transacted at any other Meeting, will be deemed “special business” (“Special Business”).
(c) Except in accordance with the Corporations Act, no Special Business may be transacted at any Meeting of Members except as has been specified in the notice convening it.

15.6 Chairman of Meeting of Members

The Chairman must preside at every Meeting of Members but where the Chairman is not present and willing to act within 15 minutes after the time appointed for a Meeting, the following preside as chairman of the Meeting, in the following order of entitlement:

(a) the deputy Chairman (if any);
(b) a Director chosen by a majority of the Directors present;
(c) the only Director present; and
(d) a Member or a proxy, attorney or Representative of a Member chosen by a majority of the Members Present.

641399_1.DOC

15.7 Adjournment

(a) The Chairman of a Meeting of Members may with the consent of the Meeting, adjourn the Meeting from time to time and place to place but the only business that may be transacted at an adjourned Meeting is the business left unfinished at the Meeting from which the adjournment took place.
(b) Where a Meeting is adjourned for more than 40 days, at least three Business Days’ notice of the adjourned Meeting must be given in the same manner as for an original Meeting.
(c) Except as provided in clause 15.7(b), it is not necessary to give any notice of any adjournment of, or the business to be transacted at, an adjourned Meeting.

15.8 Disruption and termination of Meeting of Members

(a) The Chairman may require any person who wishes to attend the Meeting to comply with searches, restrictions or other security arrangements as the Chairman considers appropriate. The Chairman may refuse entry to any person who does not comply with the arrangements, any person who possesses a recording or broadcasting device without the consent of the Chairman or any person who possesses an article which the Chairman considers to be dangerous, offensive or liable to cause disruption.
(b) If any Meeting becomes so unruly or disorderly, whether or not accompanied by any violence or threats of violence, that in the opinion of the Chairman the business of the Meeting cannot be conducted in a proper and orderly manner, the Chairman may in the Chairman’s sole and absolute discretion and without giving any reason for doing so either adjourn or terminate the Meeting. If any Meeting is, in the opinion of the Chairman, unduly protracted, the Chairman may in the Chairman’s sole and absolute discretion and without giving any reason for doing so, implement such procedural rules as the Chairman deems appropriate or adjourn the Meeting.
(c) If any Meeting is to be terminated by the Chairman under clause 15.8(b), the Chairman must put any incomplete items of business of which notice was given in the notice convening the Meeting and which required a vote at that Meeting, to the vote by poll either without discussion then and there or at such other time, at such place and in such manner as the Chairman directs. The results of any such poll on each such item of business is deemed for all purposes to be a Resolution or Special Resolution (as the case may be) of the Meeting and be recorded in the minutes of that Meeting accordingly.
(d) After the Chairman of a Meeting declares the meeting to be adjourned, terminated or over, no business or question may be brought forward, discussed or decided.
(e) The Chairman’s ruling on all matters relating to the order of business, procedure and conduct of a meeting is final.

15.9 Decision on questions at a Meeting of Members

(a) Every question submitted to a Meeting of Members will be decided by a show of hands unless a poll (before or on the declaration of the result of the show of hands) is demanded by:
(i) the Chairman;

641399_1.DOC

(ii) the number of persons entitled under the Corporations Act to demand a poll; or
(iii) any Member or Members Present with not less than 5% of the total voting rights of all the Members having the right to vote on the resolution on a poll.
(b) At any Meeting of Members (unless a poll is demanded in accordance with this clause 15.9) a declaration by the Chairman that a Resolution or a Special Resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry in the book of minutes of proceedings of the Company signed by the Chairman of that or the next succeeding Meeting is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such Resolution or Special Resolution.

15.10 Taking a poll

(a) If a poll is demanded in accordance with this clause 15.10 it must be taken in such manner and either by ballot or otherwise and at such time and place as the Chairman of the Meeting of Members directs and either at once or after an interval or adjournment or otherwise. The result of the poll whenever announced is the Resolution or Special Resolution (as the case may be) of the Meeting at which the poll was demanded.
(b) If a poll is held after an adjournment, the Chairman of the Meeting of Members may direct that the time allowed for the lodgement of proxies and powers of attorney be extended until such time as the Chairman directs for the purpose of allowing votes to be cast on the poll.
(c) No poll may be demanded on the election of a Chairman of a Meeting and a poll demanded on any question of adjournment must be taken at the Meeting and without an adjournment.
(d) The demand for a poll does not prevent the continuance of a Meeting for the transaction of any business other than the question on which a poll has been demanded.
(e) The demand for a poll may be withdrawn.

15.11 Casting vote of Chairman

In the case of an equality of votes the Chairman of the Meeting of Members does not have a casting vote in addition to the Chairman’s deliberative vote (if any).

15.12 Validity of votes

(a) No objection may be made to the validity of any vote except at a Meeting or adjourned Meeting or poll at which such vote is tendered and every vote not disallowed at any such Meeting or poll is valid for all purposes.
(b) The Chairman of any Meeting is the sole judge of the validity of every vote tendered and the Chairman’s determination is final.

15.13 Direct voting by Members

The Directors may decide that, at any general Meeting or class Meeting, a Member who is entitled to attend and vote on a Resolution at that Meeting is entitled to a direct vote in respect

641399_1.DOC

of that Resolution. A direct vote includes a vote delivered to the Company by post, fax or other electronic means approved by the Directors. The Directors may prescribe regulations, rules and procedures in relation to direct voting, including specifying the form, method and timing of giving a direct vote at a meeting in order for the vote to be valid.

16 VOTES OF MEMBERS

16.1 Right to vote

(a) A Member who is entitled to receive notice of Meetings of the Company has the right to attend general Meetings. No person is entitled to vote unless the person is a Member Present. Votes may be given personally or by proxy, attorney or in the case of a body corporate, by its Representative.
(b) Subject to any rights or restrictions attached to or affecting any class of Securities and to the requirements of the Listing Rules:
(i) on a show of hands, each Member Present has one vote; and
(ii) on a poll, each Member Present has one vote for each fully paid Security and a fraction of a vote for each partly paid Security equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) on the Security. Amounts paid in advance in relation to a call will be ignored when calculating the proportion.
(c) (i) If two or more persons are registered as the joint Holders of any Security, only one of the Holders is entitled to vote at a Meeting (either personally or by proxy, attorney or in the case of a body corporate, by Representative in respect of that Security), as if that Holder were solely entitled to it; and
(ii) if more than one of such joint Holders is present at any Meeting (personally or by proxy, attorney or in the case of a body corporate, by Representative), then the Holder present whose name appears first on the Register and no other will be entitled to vote in respect of that Security.
(d) Several legal personal representatives of a deceased Member in whose sole name a Security is registered are for the purposes of clause 16.1(c) deemed joint Holders of the Security.
(e) A person entitled to a Security under clause 9.1 may vote in respect of that Security as if the person were the registered Holder of the Security if:
(i) the Directors have previously admitted the person’s right to vote the Security; or
(ii) the person satisfies the Directors of the person’s entitlement to that Security under clause 9.1 not less than 48 hours before the time appointed for the Meeting, adjourned Meeting or poll at or on which the person proposes to vote in respect of the Security.
(f) If a Member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, the Member’s committee or trustee or other person who has properly been appointed under such law to manage

641399_1.DOC

the Member’s estate, may exercise any rights of the Member in relation to a Meeting as if the committee, trustee or other person were the Member.

(g) An objection may be raised to the right of a person to attend or vote at a meeting or adjourned meeting or to vote on a poll only at that meeting or adjourned meeting or when that poll is taken, and every vote not disallowed at the meeting or adjourned meeting or when the poll is taken is deemed valid for all purposes.
(h) In the case of a dispute as to the admission or rejection of a vote, the Chairman of the meeting will decide the matter and the Chairman’s decision is final and conclusive.
(i) Despite anything else in this clause 16, a Member is entitled to attend but is not entitled to vote at a Meeting unless all calls and other sums presently payable by the Member in respect of the Securities held by the Member have been paid.
(j) During a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement relating to the Restricted Securities, the Holder of the Restricted Securities is not entitled to any voting rights in respect of the Restricted Securities.

16.2 Proxies and attorneys

(a) A Member who is entitled to attend and vote at a Meeting of Members may appoint a person as the Member’s proxy to attend and vote for the Member at the meeting.
(b) An appointment of a proxy may be a standing one.
(c) The appointment may specify the proportion or number of votes that the proxy may exercise.
(d) If a Member is entitled to two or more votes at a meeting, the Member may appoint two proxies but neither proxy is entitled to vote on a show of hands. If the Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of the votes.
(e) The Company will disregard any fractions of votes resulting from the application of clause 16.2(c) or 16.2(d).
(f) Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a proxy or attorney votes, a vote cast by the proxy or attorney will be valid even if, before the proxy or attorney votes:
(i) the appointing Member dies;
(ii) the Member is mentally incapacitated;
(iii) the Member revokes the proxy’s or attorney’s appointment;
(iv) the Member revokes the authority under which the proxy was appointed by a third party; or
(v) the Member transfers the Security in respect of which the proxy was given or attorney appointed.

641399_1.DOC

(g) A Member may, by power of attorney duly executed in the presence of at least one witness and (if necessary) duly stamped, appoint an attorney (whether a Member or not) to act on the Member’s behalf at all or any meetings of the Company or of any class of Members.
(h) A Member may, if it is a body corporate, appoint a Representative (whether a Member or not) to act on its behalf at all or any meetings of the Company or of any class of Members.
(i) A proxy may be revoked at any time by notice in writing to the Company.

16.3 Instrument appointing a proxy

(a) The instrument appointing a proxy (and the power of attorney (if any) under which it is signed or proof of such appointment to the satisfaction of the Chairman or the Chairman’s delegate) must be received by or on behalf of the Company at such place, fax number or electronic address notified in the notice of Meeting not less than 48 hours before the Meeting or adjourned Meeting at which the person named in such instrument proposes to vote.
(b) For the purposes of clause 16.3(a), where a notice of Meeting provides for electronic lodgement of proxies, a proxy lodged at the electronic address specified in the notice is taken to have the same effect as the lodgement of a proxy given in writing and duly signed by the Member if the proxy complies with the requirements set out in the notice.
(c) An instrument appointing a proxy must be in writing under the hand of the appointor or the person’s attorney duly authorised in writing or if such appointor is a corporation executed in accordance with the corporation’s constitution or as authorised by the Corporations Act. Subject to clause 16.3(d), the instrument appointing a proxy is deemed to confer authority to vote on a show of hands, to demand or join in demanding a poll and to vote on an adjournment of a Meeting.
(d) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular Resolution or Special Resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the Resolution or Special Resolution except as specified in the instrument. If a proxy has two or more appointments that specify different ways to vote on the Resolution or Special Resolution, the proxy must not vote on a show of hands.
(e) An appointment of proxy must contain the following information:
(i) the Member’s name and address;
(ii) the Company’s name;
(iii) the proxy’s name or the name of the office held by the proxy; and
(iv) the meetings at which the appointment may be used (or in the case of a standing appointment, that the appointment is a standing appointment).
(f) The instrument appointing a proxy may make provision for the Chairman of the Meeting to act as proxy in the absence of any other appointment or if the person or persons originally nominated in the appointment of proxy fails or all fail to attend.

641399_1.DOC

17 DIRECTORS

17.1 Number of Directors

(a) Subject to clause 17.1(b), the number of Directors must be not less than the number required by the Corporations Act.
(b) The Company in Meeting may increase or reduce the number of persons who may be appointed Directors, but the minimum must not be reduced below three, at least two of whom must ordinarily reside within Australia.
(c) If at any time the number of Directors falls below the number required by the Corporations Act, the continuing or surviving Directors may only act in cases of emergency or for the purpose of increasing the number of Directors to that minimum number or calling a Meeting of the Company.
(d) If at any time there is no Director of the Company or no Director capable of performing the functions of a Director, the Secretary or any Member may convene a Meeting for the purpose of electing sufficient Directors. Any Directors so elected will hold office until the next annual general Meeting.

17.2 Directors Share qualification

There is no Share qualification for any Director.

17.3 Casual vacancies of Directors

(a) Subject to clause 17.1(a), the Directors may at any time appoint any person as a Director either to fill a casual vacancy or as an additional Director.
(b) Any Director, other than the Managing Director, appointed under clause 17.3(a) holds office only until the conclusion of the next Meeting of the Members and is eligible for re-election at that Meeting.

17.4 Directors’ retirement and filling of vacated offices

(a) Subject to clauses 17.3, 17.4(b) and 17.7(b) a Director must not hold office (without reelection) past the third annual general Meeting following the Director’s appointment or three years, whichever is longer. A Director may elect to voluntarily retire and seek reelection at an annual general Meeting.
(b) An election of Directors must take place each year. If no Director is required to retire at an annual general Meeting in accordance with clause 17.4(a), the Director who has been in office longest since their last re-election is to retire, but, as between persons who became Directors on the same day, the Director to retire must be determined by lot, unless they otherwise agree between themselves.
(c) The Company at any annual general Meeting at which any Director retires may fill the vacated office by re-electing the Director or electing some other person to fill the vacancy.
(d) A Member may nominate a person (including the Member) to be a candidate for election as a Director by notice in writing received at the Office within the period before

641399_1.DOC

the Meeting specified by the Listing Rules, and in the absence of this being specified not less than 45 days before the Meeting. The notice must:

(i) be duly signed by the Member and the nominee;
(ii) state that the Member intends to propose the nominee as a Director at the Meeting of Members; and
(iii) state that the nominee consents to the nomination.

Notice of each and every nomination must be forwarded to all Members not less than 28 days (or such lesser period as is from time to time permitted by the Corporations Act) prior to the Meeting at which an election is to take place.

(e) No person is eligible for election to the office of Director at any Meeting except:
(i) a Director retiring in accordance with clause 17.4(a);
(ii) a Director appointed by virtue of clause 17.3;
(iii) a person recommended by the Directors for election; or
(iv) a person nominated in accordance with clause 17.4(d).
(f) Any Director may retire from office upon giving notice in writing to the Company of the Director’s intention to do so and such resignation takes effect upon the expiration of the notice or its earlier acceptance.
(g) An Auditor, or partner, employee or employer of an Auditor, may not be appointed as a Director.

17.5 Removal of Directors

Subject to the provisions of the Corporations Act, the Company may by Resolution passed at any Meeting remove any Director before the expiration of the Director’s period of office and appoint another person in the Director’s stead. The person so appointed holds office during such time only as the Director in whose place that person is appointed would have held office.

17.6 Vacation of office of Directors

(a) In addition to the circumstances in which the office of Director becomes vacant by virtue of the Corporations Act or this Constitution, the office of Director becomes vacant if the Director:
(i) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
(ii) is removed from office under this Constitution, resigns office by notice in writing to the Company or refuses to act; or
(iii) is absent from the Meetings of Directors for a continuous period of three months without special leave of absence from the Directors.
(b) No proceedings of the Board, or any Resolution passed at any Meeting, will be invalidated by reason of any Director taking part or concurring in such Meeting or

641399_1.DOC

Resolution and then being disqualified, until an entry is made in the minutes of the Board of the Director’s office having been so vacated.

(c) Any Director whose office becomes so vacant will be eligible for immediate re-election by a Special Resolution provided that the disqualifying conditions are dispensed with, altered, varied or modified or no longer apply to that Director.

17.7 Managing Director

(a) The Directors may from time to time:
(i) appoint one of their body to be Managing Director of the Company;
(ii) define, limit and restrict the Managing Director’s powers;
(iii) fix the Managing Director’s remuneration (subject to compliance with the Corporations Act) and duties; and
(iv) subject to the provisions of any contract between him or her and the Company, may remove him or her from office and appoint another in his or her place.
(b) A Managing Director is:
(i) not, while he or she continues to hold that office, subject to retirement in accordance with clause 17.4(a);
(ii) subject to the provisions of any contract between him or her and the Company; and
(iii) subject to the same provisions in this Constitution as to resignation, disqualification and removal as the other Directors.
(c) If the Managing Director ceases to hold the office of Director for any cause he or she immediately ceases to be the Managing Director, and if he or she ceases to be the Managing Director he or she immediately ceases to be a Director.
(d) If the Managing Director becomes at any time in any way incapable of acting as such the Directors may appoint any other Director to act temporarily as Managing Director.

17.8 Remuneration and expenses

(a) Subject to clause 17.8(b), the non-executive Directors will be remunerated for their services as Directors:
(i) such amount or value of remuneration per annum as the Company in Meeting determines from time to time; or
(ii) such aggregate amount or value of remuneration not exceeding the maximum amount or value as the Company in Meeting determines, to be divided among them in such proportion and manner as they agree or in default of agreement, equally.
(b) A Director’s entitlement to remuneration is to be as from time to time agreed by the Directors and need not be in money, provided the total amount or value of

641399_1.DOC

remuneration is not increased above the maximum for that Director under clause 17.8(a) by virtue of such remuneration being in other than a monetary form.

(c) The non-executive Directors’ remuneration for their services as Directors determined in accordance with clause 17.8(a), will be by fixed amount or value and not a commission on or percentage of profits or operating revenue.
(d) The Directors may, in addition to remuneration as provided in clause 17.8(a), be paid their reasonable travelling and other expenses incurred in connection with their attendance at Board Meetings and otherwise in the execution of their duties as Directors.
(e) Any Director (other than a Managing Director or other executive Director) who being willing is called upon to perform extra services or to make any special exertions or to undertake any executive or other work for the Company beyond his or her ordinary duties or to go or reside abroad or otherwise for any of the purposes of the Company may, in addition to remuneration as provided in clause 17.8(a), be remunerated in such manner and form as may be determined by the Directors.
(f) The aggregate maximum amount of non-executive Directors’ remuneration must not be increased except with the prior approval of the Company in Meeting where particulars of the amount of the proposed increase and the new maximum amount or value that may be paid to the non-executive Directors as a whole have been given to the Members in the notice convening the Meeting.
(g) The remuneration of each Director for ordinary services accrues from day to day and is apportionable accordingly. A Resolution of Directors cancelling suspending, reducing or postponing provision of such remuneration or any part of such remuneration binds all the Directors for the time being.

17.9 Directors’ remuneration on retirement or death

(a) For the purpose of clause 17.9(b), “spouse” of a former Director includes a person who, although not legally married to the former Director, lived with that former Director on a genuine domestic basis, akin to a relationship with the former Director as husband or wife.
(b) Upon a Director ceasing, or at any time after ceasing, whether by retirement or otherwise to hold that office, the Directors may, subject to the Listing Rules, pay to the former Director, or in the case of death of the former Director, to the former Director’s spouse, legal personal representatives, or to the Director’s dependants or any of them a gratuity, pension, allowance or lump sum payment (including any superannuation, retiring allowance, superannuation gratuity or similar payment) in respect of past services of such former Director, of an amount not exceeding the amount permitted by or approved in accordance with the Corporations Act and the Listing Rules. The Company may contract with any Director to secure payment of any such sum to that Director, to the Director’s spouse), legal personal representatives or to the Director’s dependants or any of them.
(c) A determination made by the Directors in good faith that a person is or was at the time of the death of such former Director a spouse (as provided in clause 17.9(a)) or a dependant of such former Director is conclusive for all purposes of clause 17.9(b).

641399_1.DOC

18 MEETINGS OF DIRECTORS

18.1 Rule of proceedings of Directors

The Directors may meet for the dispatch of business and adjourn and otherwise regulate their Meetings as they see fit.

18.2 Quorum of Directors

A quorum of Directors is three or such other number as determined by the Directors from time to time. An interested Director is counted in a quorum notwithstanding his or her interest.

18.3 Convening and Notice of Meetings

(a) A Director may at any time and the Secretary upon the request of a Director must convene a Meeting of the Directors.
(b) Unless the Directors otherwise unanimously agree and without limiting the operation of clause 18.5, at least 48 hours notice must be given of every Directors’ Meeting. Reasonable efforts must be made to give Notice of a Meeting of Directors to all Directors. Notice may be given by pre-paid post, telephone, fax, electronic mail or other similar means of communication to each Director at the notified address for receipt of notices, or such other address as is nominated by each Director. Non-receipt of any notice of a Meeting of Directors by a Director does not affect the validity of the convening of the Meeting or proceedings at, or any Resolution passed at, such Meeting.

18.4 Meetings of Directors by Instantaneous Communication Device

The contemporaneous linking together by Instantaneous Communication Device of a number of consenting Directors not less than the quorum, whether or not any one or more of the Directors is out of Australia, is deemed to constitute a Meeting of the Directors under this Constitution so long as the following conditions are met:

(a) all the Directors entitled to receive notice of the Meeting of Directors are entitled to notice of a Meeting by Instantaneous Communication Device and to be linked by Instantaneous Communication Device for the purposes of such Meeting. Notice of any such Meeting may be given by the Instantaneous Communication Device or in any other manner permitted by this Constitution;
(b) at the commencement of the Meeting each Director must acknowledge the Director’s presence for the purpose of a Meeting of the Directors to all the other Directors taking part;
(c) for the duration of the Meeting each of the Directors taking part in the Meeting by Instantaneous Communication Device is able to hear each of the other Directors taking part;
(d) no Director may leave the Meeting by disconnecting the Director’s Instantaneous Communication Device unless the Director has previously obtained the express consent of the Chairman of the Meeting. A Director is conclusively presumed to have been present and to have formed part of the quorum at all times during the Meeting unless the Director has previously obtained the express consent of the Chairman of the Meeting to leave the meeting; and

641399_1.DOC

(e) a minute of the proceedings of a Meeting by Instantaneous Communication Device is sufficient evidence of those proceedings and of the observance of all necessary formalities if certified as a correct minute by the Chairman.

If a Meeting of Directors by Instantaneous Communication Device is affected by technical difficulties, the Chairman of the Meeting may adjourn the Meeting to a later date or time. Despite any such adjournment and unless otherwise determined by the Chairman of the Meeting, the minutes of the Meeting recorded up to the point at which the Meeting is adjourned will be deemed to be a true and correct record of the events that took place up to the point of such adjournment.

18.5 Written Resolutions of Directors

A Resolution in writing signed by a majority of the Directors (excluding those Directors who would not be permitted, by virtue of the Corporations Act, to vote were the Resolution to be put to a Meeting of the Directors) will, provided that reasonable efforts have been made to give all Directors notice of the proposed Resolution, be as valid and effective as if it had been passed at a meeting of the Directors duly convened and held. Any such Resolution:

(a) may consist of several documents in like form each signed by one or more Directors;
(b) will be effective from the date the last of the relevant Directors has signed the Resolution;
(c) must be entered into the books provided for the purpose of recording, amongst other things, Resolutions of Directors, as soon as practicable; and
(d) must be notified by the Secretary to all Directors as soon as practicable after the Resolution is passed.

A fax, electronic mail or such similar means of communication addressed to or received by the Company and purporting to be signed by a Director is for the purpose of this clause 18.5 deemed to be writing signed by such Director.

18.6 Voting at Directors Meeting

(a) Questions and resolutions arising at any Meeting of the Directors must be decided by a majority of votes and each Director has one vote.
(b) Subject to clause 18.6(c), if there is an equality of votes on any question or resolution, the Chairman, if the Chairman is entitled to vote on the question or resolution, may exercise a casting vote in addition to any other vote the Chairman may have.
(c) Where only two Directors are present and form a quorum or when only two Directors present are competent to vote on the question at issue, the Chairman does not have a casting vote and the proposal will be deemed to have been lost or not carried.

18.7 Powers of Meeting of Directors

A Meeting of the Directors at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercised by the Directors generally or by or under this Constitution.

641399_1.DOC

18.8 Chairman of Directors

The Directors must from time to time elect a Chairman of their Meetings. If no Chairman is elected or if at any Meeting the Chairman is not present within 15 minutes of the time appointed for holding the same the Directors present may choose one of their number to be Chairman of such Meeting. The Directors may from time to time appoint a deputy Chairman who in the absence of the Chairman at a Meeting of the Directors may exercise all the power and authorities of the Chairman.

18.9 Validation of acts of Directors where defect in appointment

All acts done, including Resolutions passed, at any Meeting of Directors or of a committee of Directors or by any person acting as a Director or by any person purporting to act as an attorney under power of the Company, notwithstanding that it is afterwards discovered that there was some defect in the appointment or continuance in office of such Director or person or attorney acting in such a capacity or that they or any of them were disqualified or were not entitled to vote, are as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Director or attorney and was entitled to vote.

19 DIRECTORS’ CONTRACTS WITH THE COMPANY

(a) Subject to the Corporations Act, no Director is disqualified by that office from:
(i) holding any other office or place of profit in the Company (except that of Auditor), any of the Company’s subsidiary companies, or any company in which the Company is or becomes a shareholder or is otherwise interested; or
(ii) contracting or arranging with the Company or any other such company as referred to in this clause 19(a)(i) either as vendor, purchaser or otherwise howsoever.
(b) No such contract as referred to in clause 19(a) or any contract or arrangement entered into or to be entered into by or from or on behalf of the Company in which the Director is or may be in any way interested is capable of being avoided by reason only of the Director holding that office or of the fiduciary relationship between the Director and the Company.
(c) A Director contracting or being interested as set out in this clause 19 is not liable to account to the Company for any profit arising from any such office or place of profit or realised by any such contract or arrangement by reason only of the Director holding that office or of the fiduciary relationship between the Director and the Company.
(d) A Director who has an interest in a matter that relates to the affairs of the Company must comply with any applicable Corporations Act requirements relating to that interest.

641399_1.DOC

20 POWERS OF DIRECTORS

20.1 General Powers of Directors

Subject to the Corporations Act and to any other provisions of this Constitution, the management and control of the business of the Company is vested in the Directors who may exercise all powers of the Company that are not required by this Constitution or by the Corporations Act to be exercised by the Company in Meeting. Notwithstanding anything express or implied in this Constitution, the Directors may cancel or postpone a Meeting of Members but no Resolution passed by the Company in Meeting invalidates any prior act of the Directors which would have been valid if that Resolution had not been made or passed.

20.2 Borrowing powers of Directors

(a) The Directors have power to:
(i) raise or borrow or secure the payment or repayment of any sum of money;
(ii) charge, mortgage or otherwise encumber any or all of the undertaking, property and assets of the Company (both present and future) including its goodwill and uncalled capital for the time being; and
(iii) issue notes, bonds, debentures or any other Securities or give any other security or guarantee for any debt, liability or obligation of the Company or any other person,

in such manner and on such terms as the Directors determine.

(b) Without limiting the generality of this clause 20.2, it is expressly declared that the Directors have power to make loans to and to provide guarantees and security for obligations undertaken by Directors as permitted by the Corporations Act or by Resolution of the Company in accordance with the Corporations Act but not otherwise.
(c) All cheques, promissory notes, drafts bills of exchange and other negotiable instruments and all receipts for money paid to the Company must be signed, drawn, accepted, endorsed or otherwise executed in such manner as the Directors determine.

20.3 Delegation of Directors’ powers

(a) The Directors may, from time to time, by power of attorney appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these clauses) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may:
(i) contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit; and
(ii) authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in that attorney.
(b) The Directors may from time to time:

641399_1.DOC

(i) delegate to any person such of their powers as they may think fit for such time and for such objects and purposes and upon such terms and with such restrictions as they think expedient;
(ii) confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors;
(iii) revoke, withdraw, alter or vary all or any delegated powers, and

any delegation must be recorded in the minute book of Meetings of Directors.

20.4 Delegation of powers to committees

(a) The Directors may (and if required to do so by the Listing Rules, must) by Resolution or by power of attorney, delegate any of their powers to committees consisting of such Directors or Members or persons as the Directors think fit to act either in Australia or elsewhere. Any committee so formed or person or persons so appointed must, in the exercise of the power so delegated, conform to any regulations that may from time to time be imposed by the Directors. Any such delegation must be recorded in the minute book of Meetings of Directors.
(b) The meetings and proceedings of any committee are governed by the provisions of this Constitution regulating the Meetings and proceedings of the Directors so far as they are applicable.

20.5 Delegation otherwise than under the Corporations Act

The powers of delegation expressly or impliedly conferred by this Constitution on the Directors are so conferred in substitution for, and to the exclusion of, any powers of delegation conferred on the Directors by the Corporations Act.

20.6 Validation of irregular acts

Notwithstanding anything contained in this Constitution, if some formality required to be done (other than a matter required to be done to comply with the Listing Rules) has been inadvertently omitted or has not been carried out, such omission does not invalidate any Resolution or Special Resolution, act, matter or thing which but for such omission would have been valid unless it is proved to the satisfaction of a majority of the Directors that such omission has directly prejudiced any Holder financially. The decision of the Directors is conclusive, final and binding on all Holders.

21 SECRETARY

(a) One or more Secretaries of the Company must, in accordance with the Corporations Act, be appointed by the Directors on such terms (including remuneration) as the Directors think fit. At least one Secretary must ordinarily reside in Australia.
(b) The Directors may, at any time, appoint a person as an acting Secretary or as a temporary substitute for a Secretary. The person so appointed will, for the purpose of this Constitution, be deemed to be a Secretary.
(c) A Secretary’s appointment may be terminated at any time by the Directors.

641399_1.DOC

(d) Anything required or authorised to be done by or in relation to the Secretary may, if the office is vacant or due to any other reason the Secretary is not capable of acting, be done by any assistant or deputy Secretary or, if there is no assistant or deputy Secretary capable of acting, by any officer of the Company authorised generally or specially to do so by the Directors.
(e) A provision requiring or authorising a thing to be done by a Director and the Secretary is not satisfied by its being done by the same person acting both as a Director and as, or in place of, a Secretary.

22 MINUTES

(a) The Directors must cause minutes to be duly entered in books provided for the purpose of recording:
(i) all appointments of Directors and Secretaries;
(ii) the names of the Directors present at each Meeting of the Directors and committees;
(iii) all orders, Resolutions, Special Resolutions and proceedings of Meetings of the Company and the Directors and of meetings of committees; and
(iv) such matters as are required by the Corporations Act to be contained in such books.
(b) Any minutes purporting to be signed by any person purporting to be the Chairman of a Meeting or to be the Chairman of the next succeeding Meeting may be received in evidence without any further proof, as sufficient evidence:
(i) that the matters and things recorded by or appearing in such minutes actually took place or happened as recorded or appearing; and
(ii) of the regularity of such matters and things in all respects and that the same took place at a Meeting duly convened and held.

23 SEAL

23.1 Seal

(a) The Company may have one or more Seals.
(b) The Directors must provide for the safe custody of each Seal of the Company.

23.2 Use of Seal

Any Seal may be used only by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the Seal. Every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

641399_1.DOC

24 DECLARATION OF DIVIDENDS

24.1 Declaration of dividend

(a) Subject to the Listing Rules, the Directors may determine that a dividend (whether interim, final or otherwise) is payable and fix the:
(i) amount;
(ii) time for payment; and
(iii) method of payment.
(b) The methods of payment may include the payment of cash, the issue of Securities or the transfer of assets.
(c) Interest is not payable on a dividend.

24.2 Entitlement to dividends

(a) All dividends belong and must be paid (subject to any lien of the Company) to those Members whose names are on the Register at the date at which such dividend is declared or, subject to the Listing Rules, at such other date as the Directors may determine, notwithstanding any subsequent transfer or transmission of Securities.
(b) Subject to the terms of issue of the Securities and the rights of persons (if any) entitled to Securities with special rights as to dividends, all dividends must be declared and paid to Members according to the amounts paid (not credited) on the Securities as a proportion of the total amount paid and payable (excluding amounts credited) on the Securities. However, no amount paid or credited as paid on a Security in advance of calls is treated for the purpose of this clause 24.2(b) as paid on the Security. All dividends must be apportioned and paid proportionately to the amounts paid (not credited) on the Securities during any portion or portions of the period in respect of which the dividend is paid but if any Security is issued on terms providing that it ranks for dividend as from a particular date, that Security ranks for dividend accordingly.
(c) Notwithstanding clause 24.2(a) but subject to clause 24.3, the Directors may retain the dividends payable on Securities in respect of which:
(i) any person is under clause 9, entitled to become a Member or which any person is under that clause entitled to transfer, until such person becomes a Member in respect of such Securities or duly transfers such Securities; or
(ii) there are any unpaid calls.

24.3 Payment of dividends

(a) No dividend may be paid otherwise than out of profits of the Company and a declaration by the Directors as to the amount of profits available for dividends is conclusive evidence of the amount so available.
(b) No dividend or other monies payable on or in respect of a Security bears interest against the Company unless provided for in the terms of issue of that Security.

641399_1.DOC

(c) Any dividend, interest or other money payable in cash in respect of Securities may be paid:
(i) by cheque sent through the post or by courier to the addresses of the Holders shown in the Register or in the case of joint Holders, to the address of that Holder whose name stands first in the Register in respect of the joint Holder, or to such address as the Holder or any of the joint holders in writing directs or direct;
(ii) by electronic transfer; or
(iii) in such manner as the Directors determine.
(d) The Directors, when declaring a dividend, may make a call on the Members of such amount as they may fix but so that the call on each Member does not exceed the dividend payable to such Member and so that the call be made payable at the same time as the dividend and the dividend may be set off against the call.
(e) The Directors may deduct from any dividend payable to any Member all sums of money (if any) presently payable by such Member to the Company on account of calls or otherwise in relation to the Securities of the Company.
(f) During a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement relating to the Restricted Securities, the Holder of the Restricted Securities is not entitled to any dividend in respect of the Restricted Securities.

24.4 Distribution of dividend in kind

When declaring a dividend, the Directors may direct payment of the dividend wholly or partly by the distribution of specific assets, and in particular of paid up Securities, debentures or debenture stock of the Company or any other company or in any one or more of such ways. Where any difficulty arises in regard to such distribution the Directors may:

(a) settle such dividend as they think expedient;
(b) fix the value for distribution of or part of, such specific assets;
(c) determine that cash payments be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties; and
(d) vest any such specific assets in trustees as may seem expedient to the Directors.

24.5 Reinvestment of dividends

The Directors may from time to time grant to Members or any class of Members the right, upon such terms as the Directors may determine, to elect to reinvest all or part of the dividends paid by the Company in respect of any holdings, in subscribing for Securities and for any such purposes the Directors may implement and maintain, on such terms as they may determine from time to time, any scheme or plan for such reinvestment (including without limitation any share investment plan, dividend selection plan or dividend re-investment plan).

24.6 Capitalisation

(a) The Directors may at any time resolve that it is desirable to capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any

641399_1.DOC

reserve account or the profit and loss account or otherwise available for distribution to Members (including profits derived from an accretion in value disclosed upon the revaluation of assets) and not required for the payment or provision of the fixed dividend on any Securities entitled to fixed preferential dividends, such sum to be applied for the benefit of Members registered on a date stipulated by the Directors in proportion to the number of Securities held by them in any of the ways mentioned in clause 24.6(b).

(b) The ways in which a sum may be applied for the benefit of Members under clause 24.6(a) are by:
(i) paying up any amounts unpaid on Securities held by Members;
(ii) paying up in full unissued Securities or debentures or debenture stock to be issued to Members as fully paid; or
(iii) partly as mentioned in this clause 24.6(b)(i) and partly as mentioned in this clause 24.6(b)(ii).
(c) The Directors must make all appropriations and applications of the sums resolved to be capitalised and all allotments and issues of fully paid Securities, debentures or debenture stock (if any) and generally must do all things necessary to give effect to the Resolution and, in particular, to the extent necessary to adjust the rights of the Members themselves, may:
(i) issue fractional Certificates or make cash payments in cases where Securities or debentures become issuable in fractions; and
(ii) authorise any person to make, on behalf of all the Members entitled to any further Securities, debentures or debenture stock upon the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any such further Securities, debentures or debenture stock or for the payment up by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Securities by the application of their respective proportions of the sum to be capitalised,

and any agreement under authority referred to in this clause 24.6(c)(ii) is effective and binding on all the Members concerned.

25 UNCLAIMED DIVIDENDS

Subject to the provisions of the Corporations Act and any other relevant legislation, all dividends unclaimed may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

26 RESERVES

The Directors may before declaring any dividend, set aside out of the profits of the Company such sums as they think proper as reserves, which will, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied. Pending any such application, any such reserves may at the discretion of the Directors either be employed in the

641399_1.DOC

business of the Company or be invested in such investments (other than shares in the Company) as the Directors may from time to time think fit. The Directors may also, without placing the same to reserve, carry forward any profits which they may think prudent not to divide.

27 INSPECTION OF RECORDS

Subject to the Corporations Act, the Directors may determine whether and to what extent and at what times and places and under what conditions the accounting records and other documents and records of the Company are open to the inspection of the Holders (not being Directors) and no Holder (other than a Director) has any right to inspect any account or book or document of the Company except as provided by law or authorised by the Directors or by the Company in Meeting.

28 NOTICES

(a) Subject to this Constitution, a notice may be served by the Company upon any Holder:
(i) personally;
(ii) by sending it by post, fax or electronic means addressed to such Holder at the address entered in the Register or the address, fax number or electronic address supplied by that Holder for the giving of notices to them; or
(iii) in any other way allowed under the Corporations Act.
(b) It is not necessary to give notice of Meetings to any person entitled to a Security by transmission unless such person is duly registered as a Holder.
(c) A notice to the joint Holders of a Security may be given to the joint Holder first named in the Register in respect of the Security.
(d) Where a notice is sent by post, service of the notice is deemed to have been sent by properly addressing, prepaying and posting a letter containing the notice and is deemed to have been received on the day after the date of its posting. A certificate in writing signed by any manager, Secretary or other officer of the Company that the letter containing the notice was so addressed, prepaid and posted is conclusive evidence of such fact. Notices and other documents for overseas Security holders may be forwarded by air mail or facsimile or electronic transmission, or in any other way to seek to ensure it will be promptly received.
(e) Every person who by operation of law, transfer or other means becomes entitled to any Security is bound by every notice in respect of such Security which prior to the person’s name and address being entered on the Register has been duly given to the person from whom the person derives title and to every previous Holder of such Security.
(f) Every summons, notice, order or other document required to be served upon the Company or upon any officer of the Company may be served by leaving the same at the Office.
(g) The signature to any notice given by the Company may be written, printed, stamped or signed by electronic means.

641399_1.DOC

29 INDEMNITY OF OFFICERS

(a) In this clause 29:
(i) “Officer” means:
- (A) a Director or Secretary or a director or secretary of a subsidiary of the Company; or
- (B) a person:
  - (1) who makes or participates in making decisions that affect the whole, or a substantial part, of the business of the Company or a subsidiary of the Company;
  - (2) who has the capacity to affect significantly the Company’s or a subsidiary of the Company’s financial standing; or
  - (3) in accordance with whose instructions or wishes the Directors or the directors of a subsidiary of the Company are accustomed to act (excluding advice given by the person in the proper performance of functions attached to the person’s professional capacity or their business relationship with the Directors or the directors of a subsidiary of the Company or the Company or a subsidiary of the Company),

and includes a former officer;

(ii) “Duties of the Officer” includes, in any particular case where the Board considers it appropriate, duties arising by reason of the appointment, nomination or secondment in any capacity of an Officer by the Company or, where applicable the subsidiary of the Company, to any other corporation;
(iii) “To the Relevant Extent” means:
(A) to the extent the Company is not precluded by law from doing so;
(B) to the extent and for the amount that the Officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (including a subsidiary or an insurer under any insurance policy); and
(C) where the Liability is incurred in or arising out of the conduct of the business of another corporation or in the discharge of the Duties Of The Officer in relation to another corporation, to the extent and for the amount that the Officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation; and
(iv) “Liability” means all costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending an action for a liability incurred as an Officer.

641399_1.DOC

(b) The Company is to indemnify each Officer out of the assets of the Company To The Relevant Extent against any Liability incurred by the Officer in or arising out of the conduct of the business of the Company or a subsidiary of the Company or in or arising out of the discharge of the Duties Of The Officer.
(c) Subject to the Corporations Act, where the Board considers it appropriate, the Company may execute a documentary indemnity in any form in favour of any Officer.
(d) Subject to the Corporations Act, where the Board considers it appropriate, the Company may:
(i) make payments by way of premium in respect of any contract effecting insurance on behalf or in respect of an Officer against any Liability incurred by the Officer in or arising out of the conduct of the business of the Company or a subsidiary of the Company or in or arising out of the discharge of the Duties Of The Officer; and
(ii) bind itself and amend any contract or deed with any Officer to make the payments.

30 WINDING UP

(a) If the Company is wound up whether voluntarily or otherwise, the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or kind, the whole or any part of the assets of the Company and may for that purpose, set such value as the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between the Members or different classes of Members.
(b) The liquidator may, with the sanction of a Special Resolution, vest the whole or any part of any such assets of the Company in trustees upon such trusts for the benefit of the Members or any of them as the liquidator thinks fit.
(c) No Member is compelled to accept any shares or other securities in respect of which there is any liability upon a division or vesting of assets under clauses 30(a) and 30(b) respectively.

31 ACCOUNTS AND AUDIT

(a) The Company must comply with the Corporations Act and the Listing Rules with respect to the preparation of accounts, financial reports, directors’ reports and auditors’ reports.
(b) Auditors will be appointed or elected and may be removed and their duties will be regulated in accordance with the Corporations Act.

641399_1.DOC

AI assistant

RAND MINING LIMITED — AGM Information 2010

65721_rns_2010-10-27_bb50b256-27e8-4dd7-8c50-bf6cf755998a.pdf

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

2 Resolution 2 – Re-election of Mr Otakar Demis as a Director

3 Resolution 3 – Change of company type

5 Resolution 5 – Replacement of Company Constitution

6 Resolution 6 – Approval of the Proposed Transaction

EXPLANATORY MEMORANDUM

FINANCIAL, DIRECTORS' AND AUDITOR'S REPORTS

1. RESOLUTION 1 – REMUNERATION REPORT

2. RESOLUTION 2 – RE-ELECTION OF MR OTAKAR DEMIS

3. RESOLUTION 3 – CHANGE OF COMPANY TYPE

4. RESOLUTION 4 – CHANGE OF COMPANY NAME

5. RESOLUTION 5 – REPLACEMENT OF CONSTITUTION

6. RESOLUTION 6 – APPROVAL OF THE PROPOSED TRANSACTION

6.1 Background

6.2 Sale of Suite G1 and G2, 49 Melville Parade, South Perth WA 6151 – Listing Rule 10.1

6.3 Technical information required under Listing Rule 10.10

7. ACTION TO BE TAKEN BY SHAREHOLDERS

RAND MINING NL

ABN 41 004 669 658

P R O X Y F O R M

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS IMPORTANT:

Proxy Notes:

Return of Proxy Forms

PRIVATE & CONFIDENTIAL

1. INTRODUCTION

2. SUMMARY OF OPINION

Yours sincerely

MGI PERTH CORPORATE FINANCE PTY LTD

MGI Perth Corporate Finance Pty Ltd (“MGICF”) FINANCIAL SERVICES GUIDE

Complaints

Financial Services Guide

Financial services we are licensed to provide

General Financial Product advice

Fees, commissions and other benefits we may receive

Contact details

QUALIFICATIONS, DECLARATIONS AND CONSENTS

Qualifications

Declarations

Interest

Indemnification

Consents

3. SUMMARY OF THE PROPOSED TRANSACTION

4. PURPOSE OF THE REPORT

5. BASIS OF THE ASSESSMENT

6. VALUATION OF RAND MINING NL SHARES PRE PROPOSED TRANSACTION

6.1. VALUATION OVERVIEW

6.2 VALUATION APPROACH

6.3 VALUE OF RND’S SHARES PRE PROPOSED TRANSACTION

6.3.1 RAND MINING NL

6.3.2 BASIS OF VALUATION OF THE UNITS

Sales Evidence

Rental Evidence

6.4 ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

6.4.2 OPTIONS

6.4.3 SHARE TRADING

RND Recent Share Price History:

6.4.4 SCHEDULE OF RECENT ASX ANNOUNCEMENTS

6.4.5 MARKET VALUE

7. VALUATION OF RAND MINING NL SHARES POST PROPOSED TRANSACTION

7.1 COMPONENTS OF THE PROPOSED TRANSACTION

7.2 N ET ASSET VALUATION POST PROPOSED TRANSACTION

a) Valuation of the Units

b) Cash Assets

This has resulted in a net asset backing per share of $0.43 post Proposed Transaction, as calculated in 7.2.1 below:

8. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS

8.2 Assessment as to Reasonableness

Advantages

Disadvantages

Advantages of not proceeding

Disadvantages of not proceeding

Based on the valuation of an RND share and on the above assessment, MGICF is of the opinion that the Proposed Transaction is fair and reasonable to the nonassociated shareholders of RND.

9. SOURCES OF INFORMATION

CONSTITUTION

CONTENTS

1 INTERPRETATION

RAND MINING LIMITED AGM Information 2010