RAND MINING LIMITED — AGM Information 2019

Oct 23, 2019

Rand Mining Limited

ACN 004 669 658

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Wednesday 27 November 2019

10.00 am Perth time (WST)

IBIS Styles Kalgoorlie 45 Egan Street Kalgoorlie Western Australia

The Annual Report is available online at www.randmining.com.au

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 (08) 9474 2113.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Rand Mining Limited (ACN 004 669 658) (Company) will be held at the IBIS Styles Kalgoorlie, 45 Egan Street, Kalgoorlie on Wednesday, 27 November 2019 commencing at 10.00 am WST (Meeting).

The Explanatory Memorandum to this Notice provides additional information on the matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form constitute 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 Monday, 25 November 2019 at 4.00pm WST.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Annual Report

To table and consider the Annual Report of the Company for the year ended 30 June 2019, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Resolution 1 – Adoption of Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report that forms part of the Directors' Report for the financial year ended 30 June 2019 be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the remuneration report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

• (a) the person is acting as a proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
• (b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel.

Resolution 2 – Re-election of Director – Mr Gordon Sklenka

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

"That, for the purpose of clause 17.4(a) of the Constitution and for all other purposes, Mr Gordon Sklenka, a director, retires by rotation, and being eligible, is elected as a Director."

Resolution 3 – Approval of Proportional Takeover Provisions

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

"That the Company renews its proportional takeover approval provisions in the form set out in clauses 7.1 to 7.3 of the Company's Constitution, a copy of which is tabled at the Annual General Meeting, for the purposes of sections 136(2) and 648G of the Corporations Act."

Resolution 4 – Removal of Auditor – Grant Thornton Audit Pty Ltd

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

"That, pursuant to section 329 of the Corporations Act and for all other purposes, approval is given for the removal of Grant Thornton Audit Pty Ltd as the current auditor of the Company effective from the date of the Meeting."

Resolution 4 – Appointment of Auditor – PKF Perth

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

"Subject to the passing of Resolution 4, that pursuant to section 327D of the Corporations Act and for all other purposes, PKF Perth, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company on the terms and conditions in the Explanatory Memorandum."

Dated 17 October 2019 BY ORDER OF THE BOARD

Mr Roland Berzins Joint Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the IBIS Styles Kalgoorlie, 45 Egan Street, Kalgoorlie on Wednesday, 27 November 2019 commencing at 10.00 am WST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully and in its entirety before deciding how to vote on the Resolutions.

2.1 Proxies

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, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• (b) a proxy need not be a member of the Company; and
• (c) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 have the effect that:

• (a) if proxy holders vote, they must cast all directed proxies as they are directed to; and
• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
• (c) if the proxy is the Chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• (d) if the proxy is not the Chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• (b) the appointed proxy is not the Chair of the meeting; and
• (c) at the meeting, a poll is duly demanded on the resolution; and
• (d) either of the following applies:
  • (i) the proxy is not recorded as attending the meeting; or
  • (ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy Holders

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 as proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or
• (b) the person is the Chair and the appointment of the Chair as proxy:
  • (i) does not specify the way the proxy is to vote on Resolution 1; and
  • (ii) expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel.

2.3 Corporate Representatives

A corporation may appoint an individual as a representative to exercise its powers as Shareholder or as a Shareholder's proxy. The representative must bring to the Meeting a formal notice of his or her appointment, including any authority under which it is signed, unless it has been previously given to the Company's share registry.

A body corporate may appoint more than 1 representative but only 1 representative may exercise the body's powers at any one time.

3. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Report which is available online at www.randmining.com.au;
• (b) ask questions or make comment on the management of the Company; and
• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (a) the preparation and the content of the Auditor's Report; and
• (b) the conduct of the audit;
• (c) accounting policies by the Company in relation to the preparation of the financial statements; and
• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports

the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors or the Company itself, and therefore 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 Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings (Two Strikes Rule).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report will cease to hold office immediately before that further meeting but may stand for re-election.

At the Company's previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.

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

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention.

5. Resolution 2 – Re-election of Director – Mr Gordon Sklenka

Rule 17.4(b) of the Constitution requires that at the Company's annual general meeting in every year, an election of Directors must take place. If no Directors are required to retire, the Directors to retire at the annual general meeting are those who have been in office longest since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

Rule 17.4(a) provides that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer. Pursuant to rule 17.4(a) a Director may elect to retire and seek re-election.

Accordingly, Mr Gordon Sklenka will retire pursuant to rule 17.4 and being eligible, seeks re-election.

Mr Gordon Sklenka will retire in accordance with clause 17.4(a) of the Constitution and being eligible, seeks re-election.

Details of Mr Gordon Sklenka's background and experience are set out in the Annual Report.

The Board (excluding Mr Gordon Sklenka) recommends that Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.

6. Resolution 3 – Approval of Proportional Takeover Provisions

6.1 General

Resolution 3 seeks Shareholder approval for the renewal and re-instatement of the proportional takeover provisions in the form set out in clauses 7.1 to 7.3 of the Company's constitution (Proportional Takeover Provisions).

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder's Shares. The Company's existing constitution includes provisions which prohibit the registration of a transfer of Shares under a proportional takeover bid, unless and until a resolution to approve the bid is passed by the relevant Shareholders. It is a requirement of section 648G of the Corporations Act that such provisions in a company's constitution apply for a maximum of three years, unless renewed. The Proportional Takeover Provisions were first inserted in to the Company's existing constitution at the 2010 Annual General Meeting on 30 November 2010. The existing proportional takeover approval provisions will cease to have effect on 26 November 2019 unless renewed by special resolution of Shareholders.

6.2 Section 136(2) of the Corporations Act

Section 136(2) of the Corporations Act provides that a company may modify a provision in its constitution by special resolution. Accordingly, Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

6.3 Information Required by Section 648G of the Corporations Act

(a) Effect of Proportional Takeover Provisions Proposed to be Renewed

If the Proportional Takeover Provisions are renewed and a proportional takeover bid is made, the Directors are required to seek the approval of Shareholders for such takeover bid, either through a meeting of the persons entitled to vote on the resolution or by means of a postal ballot. The resolution shall be passed by a simple majority (50 per cent).

The bidder, and any associate of the bidder, will be excluded from voting.

The Directors must ensure that a resolution to approve the bid is voted on more than 14 days before the last day of the bid period.

If the resolution to approve the bid has not been voted on, the bid is taken to have been approved.

If a resolution to approve the bid is voted on and is rejected, all offers under the bid are taken to be withdrawn and each binding takeover contract for the bid is rescinded.

The Proportional Takeover Provisions do not apply to full takeover bids and will only apply until 27 November 2022, unless again renewed.

(b) Reasons for Proportional Takeover Provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. The Proportional Takeover Provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(c) Knowledge of Any Acquisition Proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

(d) Potential Advantages and Disadvantages of Proportional Takeover Provisions

The Directors consider that the Proportional Takeover Provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the Proportional Takeover Provisions for Shareholders include:

• (i) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
• (ii) assisting in preventing Shareholders from being locked in as a minority and avoid the bidder acquiring control of the Company without paying an adequate control premium;
• (iii) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
• (iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the Proportional Takeover Provisions for Shareholders include:

• (i) proportional takeover bids may be discouraged;
• (ii) lost opportunity to sell a portion of their Shares at a premium; and
• (iii) the likelihood of a proportional takeover bid succeeding may be reduced.

(e) Review of Advantages and Disadvantages of the Proportional Takeover Provisions

There have been no takeover bids for the Company, either proportional or full, while the Proportional Takeover Provisions have been in operation. Accordingly, there is no example against which the advantages or disadvantages of the Proportional Takeover Provisions may be assessed. However, the Directors consider that there have been no disadvantages to the Company arising from the inclusion of the Proportional Takeover Provisions. The Directors do not believe that the possible disadvantages outweigh the advantages of the Proportional Takeover Provisions operating for the next three years.

6.4 Recommendation of the Board

The Directors consider that Shareholders should have the opportunity to vote on a proportional takeover bid for the Company. As discussed, a proportional takeover bid may enable control of the Company to pass without holders having an opportunity to sell all of their securities to the bidder. Shareholders, therefore, may be exposed to the risk of being left as a minority in the Company and of the bidder being able to acquire control of the Company without payment of an adequate premium for all of their securities.

The Directors consider that it is in the interests of Shareholders to have the right to vote on a proportional takeover bid and therefore unanimously recommend that Shareholders vote in favour of renewing the Proportional Takeover Provisions pursuant to Resolution 3.

Note: a copy of the Company's constitution is available for review on the Company's website at www.randmining.com.au under the heading Corporate Governance.

7. Resolution 4 – Removal of Auditor – Grant Thornton Audit Pty Ltd

Under section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months' notice of intention to move the resolution has been given (Notice of Intention).

It should be noted that under this section, if a company calls a meeting after the Notice of Intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the Notice of Intention is given.

The Company has received a Notice of Intention to remove the Company's current auditor, Grant Thornton Audit Pty Ltd. A copy of the Notice of Intention is set out in Annexure A to this Notice.

Resolution 4 is an ordinary resolution seeking the removal of Grant Thornton Audit Pty Ltd as the auditor of the Company.

The Company seeks approval to remove the current auditor, Grant Thornton Audit Pty Ltd, even though the Meeting will be held less than two months after the Notice of Intention was given.

In accordance with section 329(2) of the Corporations Act, the Company has sent a copy of the Notice of Intention to Grant Thornton Audit Pty Ltd and ASIC.

The Board recommends that Shareholders vote in favour of Resolution 4. The Chair intends to vote undirected proxies in favour of Resolution 4.

8. Resolution 5 – Appointment of Auditor – PKF Perth

Under section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act.

Resolution 5 is a special resolution seeking the appointment of PKF Perth as the new auditor of the Company. Resolution 5 is subject to the passing of Resolution 4.

As required by the Corporations Act, a nomination for PKF Perth to be appointed as the auditor of the Company has been received from a member. A copy of the nomination of PKF Perth as auditor is set out in the Notice of Intention in Annexure A to this Notice.

PKF Perth has given its written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act, subject to shareholder approval of this resolution. A copy of the consent of PKF Perth to act as the Company's auditor is set out in the Notice of Intention in Annexure B to this Notice.

If Resolutions 4 and 5 are passed, the appointment of PKF Perth as the Company's auditor will take effect at the close of this Meeting.

The Board recommends that Shareholders vote in favour of Resolution 5. The Chair intends to vote undirected proxies in favour of Resolution 5.

Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ending 30 June 2019.

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

Board means the board of Directors.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Chair means the person appointed to chair the Meeting conveyed by this Notice.

Closely Related Party means:

• (a) a spouse or child of the member; or
• (b) a child of the member's spouse;
• (c) a dependent of the member or the member's spouse;
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• (e) a company that the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001(Cth).

Company means Rand Mining Limited (ACN 004 669 658).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director 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.

Explanatory Memorandum means the explanatory memorandum attached 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.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

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

Notice means this notice of annual general meeting.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in the Notice.

Schedule means the schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

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

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

8 October 2019

The Directors Rand Mining Limited Suite G1, 49 Melville Parade SOUTH PERTH, WA 6151

Dear Sirs,

Notice of Intention to Remove Auditor and Nomination of Auditor

We, Trans Global Capital Ltd, being a member of Rand Mining Limited (ACN 004 669 658) (Company), hereby request that at the 2019 annual general meeting of the Company proposed to be held on 27 November 2019, the Company consider, and if thought fit, pass resolutions that:

• 1. Grant Thornton Audit Pty Ltd, the current auditor of the Company be removed, pursuant to section 329(1) of the Corporations Act 2001 (Cth) (Corporations Act); and
• 1. PKF Perth, being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as auditor of the Company pursuant to section 327B(1) and section 327D of the Corporations Act.

This letter services as a Notice of Removal and Notice of Nomination in accordance with sections 329(1A), 328B(3) and 327D(2) of the Corporations Act.

Pursuant to section 328B(3) and 329(2) of the Corporation Act, please send a copy of this notice to Grant Thornton Audit Pty Ltd, PKF Perth and any person entitled to receive notice of general meetings of the Company.

Executed by Trans Global Capital

Ltd in accordance with section 127 of the Corporations Act 2001 (Cth): ) ) ) )

Signature of Sole Director*

Anthony Billis Print Name of Director*

8/10/2019

Date

PKF Perth

8 October 2019

The Directors Rand Mining Limited Suite G1, 49 Melville Parade SOUTH PERTH, WA 6151

Dear Sirs

CONSENT TO ACT AS AUDITOR OF RAND MINING LIMITED (ACN 004 669 658) (COMPANY)

We hereby consent to act as auditors of the Company, subject to shareholder approval and being duly appointed in accordance with the Corporations Act 2001 (Cth) (Act).

We confirm we satisfy the independent obligations outlined in the Act and the Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Board in APES 110.

Yours faithfully,

PKF PERTH

SIMON FERMANIS PARTNER

Level 4, 35 Havelock Street, West Perth, WA 6005 PO Box 609, West Perth, WA 6872 T: +61 8 9426 8999 F: +61 8 9426 8900 www.pkfperth.com.au

PKF Perth is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

ABN 11 009 341 539 Suite G1, 49 Melville Parade South Perth WA 6151 T: +61 8 9474 2113 F: +61 8 9367 9386

If you are attending the meeting in person, please bring this with you for Securityholder registration.

OR The Chair as my/our proxy

Holder Number

Security Holder Appointment of Proxy – Annual General Meeting

I/We being a Shareholder entitled to attend and vote at the Meeting, hereby appoint

(Name of Proxy) or failing the person so named or, if no person is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST) on Wednesday, 27 November 2019 at IBIS Styles Kalgoorlie, 45 Egan Street, Kalgoorlie Western Australia and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the "for"," against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.

VOTING ON BUSINESS OF THE MEETING

Resolutions		For Against Abstain
-------------	--	---------------------	--

1	Adoption of Remuneration Report
2	Re-election of Director –Mr Gordon Sklenka
3	Approval of Proportional TakeoverProvisions

• 4 Removal of Auditor Grant Thornton Audit Pty Ltd
• 5 Appointment of Auditor PKF Perth

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDER(S):

Individual or Shareholder 1 Shareholder 2 Shareholder 3

Sole Director or Director Director / Company Secretary Sole Director / Company Secretary

APPOINTING A PROXY

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. The appointed proxy may be an individual or body corporate.

If a Body Corporate is appointed to act as your proxy then a representative of that Body Corporate must be appointed to act as its representative. When attending the meeting, the representative must bring a formal notice of appointment as per section 250D of the Corporations Act. Such notice must be signed as required by section 127 of the Corporations Act or the Body Corporate's Constitution.

If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll.

The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder's votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

Note: If you wish to appoint a second proxy, you may copy this form but you must return both forms together.

CORPORATE REPRESENTATIVES

A corporation may appoint an individual as a representative to exercise its powers as Shareholder or as a Shareholder's proxy. If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' form must be produced prior to admission, including any authority under which it is signed, unless it has been previously give to the Company's share registry.

A body corporate may appoint more than 1 representative but only 1 representative may exercise the body's powers at any one time.

VOTING ON BUSINESS OF MEETING

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the number of votes that the proxy may exercise by writing the number of Shares next to the box marked for the relevant item of business.

Where a box is not marked the proxy may vote as they choose subject to the relevant laws.

Where more than one box is marked on an item the vote will be invalid on that item.

SIGNING INSTRUCTIONS

• Individual: Where the holding is in one name, the Shareholder must sign.
• Joint holding: Where the holding is in more than one name, all of the Shareholders should sign.
• Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
• Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

ATTENDING THE MEETING

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

LODGEMENT OF VOTES

To be effective, a validly appointed proxy must be received by the Company by 10.00am (WST) on Monday, 25 November 2019 being not less than 48 hours prior to commencement of the Meeting.

Proxy appointments can be lodged by:

• a) Hand Delivery to Rand Mining Ltd, Suite G1, 49 Melville Parade, South Perth WA 6151; or
• b) Post to Rand Mining Ltd, PO Box 307, West Perth WA 6872; or
• c) Facsimile to the Company on facsimile number +61 8 9367 9386.

Proxy Forms received later than this time will be invalid