RAND MINING NL ABN 41 004 669 658

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2003

INDEX

Corporate Directory
Key Results
Chairman's Report
Review of Operations
Directors' Report
Statement of Financial Performance
Statement of Financial Position
Statement of Cash Flows
Notes To And Forming Part of The Financial Statements
Director's Declaration
Independent Audit Report
Shareholder Information

CORPORATE DIRECTORY

DIRECTORS

O Demis F O'Kane F Bozic A Billis (appointed 22 January 2003) W Jay (appointed 22 January 2003)

COMPANY SECRETARY

O Demis

REGISTERED OFFICE

Unit G1, 49 Melville Parade SOUTH PERTH WA 6151 Tel: (08) 9474 2113 Fax: (08) 9367 9386

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace PERTH WA 6000 Tel: 61 8 9323 2000 Fax:61 8 9323 2033

BANKERS

BankWest VICTORIA PARK WA 6100

AUDITORS

Hall Chadwick GPO Box W2106 PERTH WA 6848

STOCK EXCHANGE LISTING

The Company's shares are quoted on the Official List of Australian Stock Exchange Limited. The ASX Code is RND.

KEY RESULTS

FINANCE

Operating Profit before income tax	$1,219,892
Earnings per share (basic)	$3.19$ cents

GOLD

	• Production	$14,577$ ounces
	$\bullet$ Cash cost	$245 per ounce
	$\bullet$ Total cash cost	$249 per ounce
	$\bullet$ Resources	195,758 ounces
$\bullet$	Reserves	92,776 ounces

EXPLORATION

East Kundana Joint Venture $\bullet$
Seven Mile Hill $\bullet$

DEVELOPMENT

Approved Raleigh stage 3 $\bullet$
Raleigh underground $\bullet$
Hornet open cut $\bullet$
Hornet-Rubicon-Pegasus $\bullet$

mining approved and in progress bankable feasibility study pre-feasibility study underground scoping study

CHAIRMAN'S REPORT

Dear Shareholder,

Last year I had pleasure in announcing the transformation of your company from a junior explorer to a low risk gold producer focused on the development of the East Kundana Joint Venture (EKJV). This significant event marked by open pit development of high grade gold resources at Raleigh and Rubicon has delivered to the joint venture in excess of 135,000 ounces of gold.

The decision by your Directors to debt fund such significant developments has been vindicated. To equity fund the project at this early stage would dilute the interest of our shareholders. To do so the Company would become a potential target to takeover without realising the significant upside value of the exploration potential.

The assets of the EKJV are of such high quality that one hundred percent bank debt funding was provided by BankWest to finance your Company's portion of the development of the Raleigh and Rubicon pits. The loan facility was paid off three months ahead of the loan schedule. Funds generated from our share of the EKJV production enabled your Company to self fund an additional stage 3 cut back in the Raleigh pit bringing forward further ounces to account.

Gold production from the pits has outperformed the reserve by approximately fifty percent. The additional revenue has enabled your Company to self fund additional project evaluations. Growth of your Company for the next decade will be powered by the development of these new projects.

The sharp focus on developing new projects has delayed further grass roots exploration. However data collation and detailed 3D interpretation of all geological, geochemical and geophysical information is on going. This will ensure exploration is cost effective. Significant exploration potential remains on the EKJV tenements.

At Seven Mile Hill favourably located targets defined by aeromagnetic and anomalous geochemical trends continue to be progressively evaluated by drilling.

Your company's investment in Oretek technology focused on its application to acid mine drainage. Plant purchased will enable pilot plant studies to commence. Oretek has entered into a commercial arrangement for the manufacture of its patented resins by an existing ion exchange resin manufacturer in India.

This year has been one of outstanding achievement. I look forward to the accelerated growth of the company in the coming year.

Otakar Demis Chairman

REVIEW OF OPERATIONS

The East Kundana Joint Venture in which your company has a 12.25% interest has combined resources of 1.598 million ounces inclusive of an estimated 0.757 million ounces in reserves remaining as at the 30 June 2003.

During the financial year the EKJV recovered 118,999 ounces of gold at average cash cost of $245 and total cash cost of $249 per ounce. A total of 116,062 troy ounces of gold and 14,185 troy ounces of silver bullion were delivered to the EKJV.

The development of the EKJV resources continues to be the main focus of the Company.

East Kundana Joint Venture

The EKJV is located 25km west north west of Kalgoorlie.

The East Kundana Joint Venture (EKJV) is a joint venture between the Rand Mining NL (12.25%), Tribune Resources NL (36.75%) and Gilt-Edged Mining NL (51%) a wholly owned subsidiary of Placer Dome Asia Pacific Limited. EKJV Management Pty Ltd is the joint venture Manager.

REVIEW OF OPERATIONS (CONT'D)

Mining Operations

Raleigh

Raleigh pit production out performed reserve ounces of gold by 50%
Raleigh pit was mined to a depth of 80 metres and Stage 3 pit cut back advanced to 60 metres below surface.
Total cost to date of the Raleigh open cut, including development, mining and processing costs is $24.8M at an average cost of $208 per ounce of gold poured.
Raleigh pit completion is expected by the first half of this coming financial year.

Raleigh mine production

- - -Period	Waste	Ore	Estimated Gold	Grade
	BCM	Tonnes	Oz of Gold	g/t
Quarter 1	630,154	104,321	29,311	8.74
Quarter 2	222,653	95,655	27,576	8.97
Quarter 3	314,083	28,437	8.511	9.31
Quarter 4	590,623	66,786	1,741	5.47
Current Yr	1,757,513	295,199	82,877	8.73
Previous Yr	2,412,480	28,807	5,807	6.27
Project to date	4,169,993	324,006	82,877	8.37

The performance of mining production estimates compared to reserves depleted

Raleigh Pit 100% EKJV

		Production		Reserve depleted		% variation to reserve
	Tonnes	Grade	Gold	Tonnes	Grade	Gold	tonnes	g/t	ounces
	Tonnes	g/t	ounces	tonnes	g/t	ounces	%	%	%
Ouarter 1	104,321	7.82	26,231	49,308	10.05	15,927	$+112$	$-22$	-65
Ouarter 2	95.656	9.42	28,962	34,721	14.29	15,953	$+175$	$-34$	$*82$
Ouarter 3	28.437	11.57	10,579	18.466	18.96	11.255	$+54$	$-39$	$-6$
Ouarter 4	43.290	12.22	17,015	19.612	18.40	11.604	$+121$	$-34$	$+47$
Current Yr	271.704	9.48	82,787	122.107	13.94	54.739	$+123$	$-32$	-51
Previous Yr	29.339	5.69	5,371	25.189	23.64	3,958	$+463$	$-76$	$+36$
Project To 30 June 03	301,043	9.11	88,158	147,296	14.34	58,697	$+136$	$-36$	$+50$

REVIEW OF OPERATIONS (CONT'D)

Rubicon

Rubicon pit production out performed $\bullet$ reserve ounces of gold by 84%
Rubicon open cut pit was mined to a ۰ depth of 84 metres below surface.
Total cost to date of the Rubicon $\bullet$ open cut, including development, mining and milling costs is $19.7 M at an average cost per ounce of gold poured of $275.
Rubicon pit completion is expected $\bullet$ by the first half of the coming financial year.

Rubicon mine production
-------------------------	--	--

.
Month	Waste	Ore-	Estimated Gold	Grade
	BCM	Tonnes	Oz of Gold	.g/t
Ouarter 1	780,249	78.978	5.998	2.26
Ouarter 2	856,131	54.947	12.163	6.88
Ouarter 3	461,227	33,999	10.934	10.00
Quarter 4	352,282	57,603	19.937	10.77
Current Yr	2,449,889	225,527	49,032	6.76
Previous Yr	802,562	84,862	11,168	4.09
Project to date	3,252,451	310,389	60.200	6.03

The performance of mine production estimates compared to reserves depleted Rubicon Pit 100% EKJV

		Production			Reserve depleted		% variation to reserve
	Tonnes	Grade	Gold oz	Tonnes	Grade	Gold oz	tonnes	g/t	ounces
	Tonnes	g/t	ounces	tonnes	g/t	Ounces	%	$%$	%
Quarter 1	39.047	4.78	5.995	30.398	3.74	3,652	$+28$	$+28$	$+64$
Quarter 2	54.947	6.90	12.184	34.221	4.70	5.173	$+61$	$+47$	$+136$
Quarter 3	33,998	9.99	10.920	21.957	8.96	6.322	$+55$	12	$+73$
Quarter 4	57,603	10.77	19,949	31.694	11.33	11.548	$+82$	-5	$+73$
Current Year	185,595	8.22	49.048	118,270	7.02	26.695	$+52$	$+17$	$+84$
Previous Year	88.206	4.07	11.554	63.839	6.38	13.101	$+38$	$-36$	$-12$
Project to date	273.801	6.88	60.602	182,109	6.80	39,796	$+50$	$+1$	$+52$

Mine production estimates compared to mill production for the year underestimated the grade and contained ounces by three percent.

REVIEW OF OPERATIONS (CONT'D)

MINERAL PROCESSING

489,379 dry tonnes of ore at 7.9g/t was processed for the EKJV at the Kundana processing plant during the year compared to 98,026 dry tonnes at $5.3g/t$ the previous year. A total of 587,405 dry tonnes at 7.5g/t has been processed project to date at an overall 95.6% recovery and 96.4% mill availability.
Gold recovered for the year was 118,999 ounces at a 95.7% recovery compared to 16,065 ounces at a 95.3% recovery for the previous year.
The EKJV project has recovered 135,065 ounces of gold since processing commenced on May 15, 2002.
The processing campaign is expected to continue into December 2003.
Gravity recoverable gold has increased to 47% compared to 44% for the previous year reflecting coarse gold contained in fresh ore.

Period	Ore processed	Gold	Gold	Silver	Calc Head	Total recovery
	(dry tonnes)	Recovered	bullion	bullion	grade
		(oz)	(oz)	(oz)	(g/t)	(%)
Quarter 1	85.370	19.034	16,555	1.468	7.29	95.16
Quarter 2	132,486	30,765	31,594	3,346	8.40	95.76
Ouarter 3	155,728	38,272	41,326	5,472	7.97	95.91
Quarter 4	115,795	30,929	26,586	3,898	8.66	95.96
Current YTD	489,379	119,000	116,061	14,184	7.90	95.68
Previous YTD	98.026	16.065	12.607	1,232	5.35	95.30
PTD	587.405	135.065	128.668	15.416	7.48	95.63

EKJV bullion produced

Ore on stockpile ahead of processing at the end of the year is estimated to be 50,000 tonnes at a grade of 7.3g/t for 11,696 ounces of contained gold.

REVIEW OF OPERATIONS (CONT'D)

Project Development

A number of EKJV projects are currently in varying stages of evaluation. The development of these projects will drive the strong growth of your Company in the future.

These projects are:

Raleigh Stage 3 pit cut back
Raleigh Underground
Hornet Pit Stage 1
Hornet Pit Stage 2
Hornet Underground
Rubicon Underground
Pegasus Pit
Pegasus Underground
Mining approved and commenced
Bankable Feasibility Study
Scoping Study
- Scoping Study
Scoping Study
Scoping Study
Scoping Study
Evaluation

Raleigh Stage 3 pit cut back

Raleigh Stage 3 pit cut back approval was given on 30 January 2003 and is scheduled for completion by the first half of the next financial year. Your Company internally funded its interest providing speedy development of the project. Committing to the cut back brought forward the development of 57,700 ounces of gold, further increasing your company's ability to fund other projects for development for the long term future of the company.

Raleigh Underground

An underground bankable feasibility study has been presented to the EKJV for approval by the parties. Processing options in the Kalgoorlie district are currently being evaluated by the joint Negotiations to enable the venture. joint venture to mine Kundana Gold Pty Limited northern portion of the Raleigh deposit are in progress. The project economics are very robust with an expected life in excess of 7 years based on current resources that remain open at a depth below surface of 680 metres.

The Raleigh orebody beneath the Raleigh pit is a high grade $(+60g/t)$ gold) laminated quartz vein varying between 0.05 to 1.6 metres true width localized at a sheared contact zone, between andesite to the east and a volcanogenic sediment basal to a gabbro to the west. The vein dips approximately 65° to the west with a slight southerly plunge over a strike length of 600 metres.

REVIEW OF OPERATIONS (CONT'D)

The region of the proposed mine has a high horizontal in situ stress at depth as experienced in the nearby Barkers and Strezelecki underground mines. Ore extraction is to be by mechanised retreat up-hole benching with paste filling voids. stope The the method has been devised $\mathfrak{t}$ maximise mining extraction and minimise dilution of the high grade The mining orebody. advance is to be scheduled to minimise geotechnical risks.

feasibility study to. A develop the Hornet Stage 1 pit has commenced with completion planned for the first half of next financial year. Drilling to complete the Hornet Stage 2 pit feasibility is planned to be completed by the first half of next financial year.

Hornet-Rubicon-Pegasus Underground

A scoping study of the Hornet-Rubicon-Pegasus underground development has indicated the potential

viability of the project. The Hornet-Rubicon underground feasibility study has commenced and is expected to be completed in the second half of the next financial year. A top-down retreat long-hole stoping mining method is proposed for the Hornet and Rubicon development.

Resources will be directed to the Hornet-Rubicon study in the first half of the next financial year. The Pegasus deposit requires further drilling to delineate the resource. A decision has been made to concentrate resources to the Hornet and Rubicon development studies.

REVIEW OF OPERATIONS (CONT'D)

EXPLORATION

Discovery and resource delineation drilling focused on the Hornet cut resource. open $infill$ drilling $101$ evaluate mineralisation shears along progressed during the year. Sterilisation drilling for infrastructure sites continued to assist scoping studies to be finalised.

Drilling Completed

	Rotary Air Blast		Reverse Circulation			Diamond
	No. holes	metres		metres	No. holes	metres
Ouarter 1			87	5,810		1,629
Quarter 2			42	3,487		2,102
Ouarter 3		349	63	5,460		81
Quarter 4			90	7,442	28	2,828
Current Yr		349	282	22,199	70	7,370

REVIEW OF OPERATIONS (CONT'D)

RESOURCES and RESERVES

EKJV Resource inclusive of reserves remaining as at 30 June 2003

OREBODY	MEASURED		INDICATED		INFERRED			TOTAL RESOURCE
	RESOURCE		RESOURCE		RESOURCE
	(tonnes)	(g/t)	(tonnes)	(g/t)	(tonnes)	(g/t)	(tonnes)	(g/t)	(ounces)
POPE JOHN	1,000	1.4	11,000	1.1	$\mathbf{0}$	0.0	12,000	1.1	434
RALEIGH SURFACE	0	0.0	34,000	50.7	8,000	1.8	42,000	41.4	55,884
RALEIGH UNDERGROUND	0	0.0	487,000	26.8	445,000	17.4	932,000	22.3	668,562
MAIN VEIN
RALEIGH UNDERGROUND	$\theta$	0.0	$\mathbf{0}$	0.0	6,000	35.4	6,000	35.4	6,829
HANGINGWALL VEIN
HORNET SURFACE	0	0.0	581,000	2.5	1,000	1.8	582,000	2.5	46,757
HORNET UNDERGROUND	0	0.0	1,017,000	7.0	706,000	5.0	1,723,000	6.2	342,373
RUBICON SURFACE	0	0.0	70,000	13.6	$\circ$	$\mathbf{0}$	70,000	13.6	30,608
RUBICON UNDERGROUND	0	0.0	390,000	8.9	507,000	6.3	897,000	7.4	214,288
PEGASUS SURFACE	0	0.0	191,000	3.6	381,000	3.2	572,000	3.3	61,305
PEGASUS UNDERGROUND	0	0.0	219,000	6.6	500,000	6.6	719,000	6.6	152,726
DRAKE	0	0.0	0	0.0	100,000	2.0	100,000	2.0	6,430
STOCKPILE – ROM PAD	12,000	7.2	0	0.0	0	0.0	12,000	7.2	2,778
STOCKPILE –ADJACENT PITS	38,000	7.3	0	0.0	0	0.0	38,000	7.3	8,919
STOCKPILE - SUBGRADE	7,000	0.6	0	0.0	$\Omega$	0.0	7,000	0.6	135
TOTAL	58,000	6.4	3,000,000	10.0	2,654,000	7.3	5,712,000	8.7	1,598,027

REVIEW OF OPERATIONS (CONT'D)

EKJV RESERVES REMAINING AT 30 JUNE 2003

IOREBODY	PROVEDPROBABLERESERVERESERVE		TOTAL RESERVE		RESERVES AS AT JUNE 30, 2002
	(tonnes)	(g/t)	(tonnes)	(g/t)	(tonnes)	(g/t)	(ounces)	(tonnes)	(g/t)	(ounces)
POPE JOHN	0	0.0	$\Omega$	0.0	$\Omega$	0.0	$\theta$	11,000	1.9	682
IRALEIGH SURFACE	0	0.0	32,000	50.7	32,000	50.7	52,161	68,000	26.9	58,810
IRALEIGH UNDERGROUND MAIN	0	0.0	965,000	12.1	965,000	12.1	375,408	822,000	16.4	433,418
VEIN
RALEIGH UNDERGROUND	0	0.0	0	0.0	0	0.0	$\theta$	0	0.0	$\Omega$
HANGINGWALL VEIN
HORNET SURFACE*	0	0.0	223,000	3.9	223,000	3.9	27,962	210,000	3.5	23,631
HORNET UNDERGROUND*	$\theta$	0.0	940,000	6.3	940,000	6.3	190,397	940,000	6.3	190,397

IRUBICON SURFACE	0	0.0	58,000	14.5	58,000	14.5	27,039	183,000	10.5	61,778
RUBICON UNDERGROUND*	$\theta$	0.0	168,000	8.5	168,000	8.5	45,911	135,000	10.1	43,838
IPEGASUS SURFACE*	0	0.0	0	$\theta$	0	0.0	$\Omega$	62,000	6.1	12,159
IPEGASUS UNDERGROUND*	$\theta$	0.0	119,000	7.0	119,000	7.0	26,782	119,000	7.0	26,782

DRAKE	0	0.0	0	0.0	$\Omega$	0.0	0	$\mathbf 0$	0.0	$\mathbf{0}$

STOCKPILES - ROM PAD	12,000	7.2	0	$\Omega$	12,000	7.2	2,778	13,000	7.0	2,926
STOCKPILES - ADJACENT PITS	38,000	7.3	0	$\mathbf 0$	38,000	7.3	8,919	11,000	6.0	2,122
TOTAL	50,000	7.3	2,505,000	9.3	2,555,000	9.2	757,356	2,574,000	10.4	856,541

Prepared by M.Bampton and R. Cooper (Placer Dome Asia Pacific Ltd)

Note* Preliminary reserve estimates for projects currently undergoing a scoping or bankable feasibility study.

Pope John reserve written-off, based on a revised mining design taking account instability in the southeast wall of the pit. $\bullet$

Raleigh Open Pit reserve based on stage 3 pit which reflects revisions to crown pillar recoveries, and revisions to other physical and cost estimates. $\bullet$

Raleigh Underground reserve reflects SRK Underground Feasibility Study and PDAP Addendum Report that includes Stage 3 open pit extraction, revisions to crown pillar recoveries and revisions to other physical and cost estim $\bullet$

Mining depletion of Reserves has occurred on the Pope John, Rubicon and Raleigh deposits during the year. $\bullet$

In accordance with Listing Rule 5.10 of the Australian Stock Exchange Limited, the geological information in this report which relates to mineral resources and ore reserves, is based upon information complied by Matthew Ba Princep and Mark Kaesehagen who are Members of the Australasian Institute of Mining and Metallurgy and full-time employees of Placer Dome Asia Pacific Ltd. The report was compiled by Dr lan Robertson who is a Fellow of the as defined in the 1999 Edition of the Australiasian Code for Reporting of Mineral Resources and Ore Reserves.

Notes:

REVIEW OF OPERATIONS (CONT'D)

south into the Seven Mile Hill tenements.

Seven Mile Hill (Rand Mining) NL 50%)

The Seven Mile Hill project is situated approximately 15km west to 25km southwest of Kalgoorlie.

Geological Setting

The western zone of the tenements includes several kilometres of the Zuleika shear that hosts the Kundana deposits. The Centurion Shear along which Croesus Binduli deposits are localised extends to the south into the Seven Mile Hill tenements.

Binduli gold deposits are typified quartz stockworks, bv. with generally flat dips with associated supergene enrichment. Steeper quartz dipping veins with spectacular grades known as the Eastern Contact Mineralisation lies on the Centurion Shear along the eastern contact of a porphyry to the north of the Seven Mile Hill tenements.

The western side of the tenements includes several kilometres of the Zuleika shear that hosts the Kundana deposits. The Centurion Shear along which Croesus Binduli deposits are localized extends to the

Binduli gold deposits are typified by quartz stockworks, with generally flat dips with associated supergene enrichment. Steeper dipping quartz veins with spectacular grades known as the Eastern Contact Mineralisation lies on the Centurion Shear along the eastern contact of a porphyry.

A variable thickness layer of Tertiary alluvium that masks the geology restricts exploration, covers nearly all of the area. Deep drilling is required to effectively evaluate the areas under cover.

Exploration Program

An Aircore drilling programme to test geochemical targets along the southern extensions of the Centurion shear is planned for the first quarter of the new financial year.

Little Nipper

A programme of 71 RAB holes for 2,713m was drilled testing to a nominal depth of 50 metres below surface a 2,900 metre strike length centered on the Little Nipper gold mine soil geochemical anomalies defined by previous auger drilling. No significant mineralisation was discovered. Other soil geochemical anomalies immediately north of the Little Nipper gold mine remain to be tested.

REVIEW OF OPERATIONS (CONT'D)

Other Areas

Minimal field work was carried out on the company's West Kalgoorlie and Larkinville tenements during the year due to the focus on the East Kundana Joint Venture project.

Oretek Limited Joint Venture

The Company holds a 20% interest in certain patents and patent applications owned by Oretek Limited. Some of these patents have now been granted in a number of jurisdictions and other applications are under review and awaiting grant. These patents relate to the application of a range of polymers to the recovery of copper metal from copper cyanide-containing solutions; the recovery of metals from Acid Mine Drainage (AMD) solutions and for the removal of metals from industrial effluents that present potential environmental problems.

During the year, Oretek has entered into a commercial arrangement for the manufacture of its patented resins by an existing ion exchange resin manufacturer in India. This has also enabled Oretek to increase the range of resins available for its on-going research applications. One trial product has undergone evaluation by Lakefield Oretest Pty Ltd. This product indicated that it has direct application for the recovery of copper cyanide from slurries. This will eliminate the need for a solid/liquid separation, reducing the cost of the intended copper cyanide recovery. Oretek and Monash University have been successful in receiving a three year funding grant from the Australian Research Council (a federal government body) under the ARC-Linkage mechanism. This federal government grant is to assist in the further development of this Oretek-patented copper cyanide technology.

Significant additional work has been conducted by Lakefield Oretest Pty Ltd into the AMD technology. This work has identified methods for the recovery of additional metals from waste solutions. Furthermore, the work has identified resins and equipment capable of extending the Oretek technology into the economic recovery of metals from Pregnant Leach Solutions (PLS) generated from heap leach metal recovery systems. Plant has now been purchased and assembled at Lakefield Oretest's Perth offices to enable pilot plant studies to commence.

The on-going research program has identified additional ligands capable of selectively complexing copper over iron and aluminium (both metals are normally present in much higher concentrations than the copper in AMD solutions). This finding is the subject of an additional patent application. Oretek is working with its Indian partner to fix these ligands onto Oretek's polymers.

A simple, but highly effective method for the removal of both arsenic(III) and arsenic(V) from solutions has been developed by Oretek. This method is capable of reducing arsenic concentrations to below 10 parts per billion, and therefore below World Health Organisation recommended levels for arsenic in potable water. The technology is to be trialled in Victoria.

The technologies have been presented at international conferences in Australia and Canada. This has directly led to additional companies requesting approval to work with Oretek in the commercialisation of its technologies.

DIRECTORS' REPORT

Your Directors present their report together with the consolidated financial statements for the year ended 30 June 2003.

DIRECTORS

The Directors in office during the financial year and until the date of this report are:-

F O'Kane - Managing Director

Has 23 years experience in prospecting and exploration with the mining industry in Western Australia.

O Demis - Executive Director

Is a private investor and businessman with several years' experience as a Director of the group.

$G O'R$ ourke – Alternate Director (resigned 9 January 2003)

Has 20 years experience in prospecting, exploration and mining within the mining industry in WA.

F Bozic - Non Executive Director

Is a Petrochemical Engineer and Investor.

A Billis - Executive Director (appointed 22 January 2003)

Has 24 years experience in gold exploration with the mining industry in Western Australia.

$W , \text{Jay} - \text{Non-}$ Executive Director (appointed 22 January 2003)

ASTC (Chem Eng), BSc., (Chem Eng), PhD. Is a Chemical Engineer with some 39 years experience in the mining industry (particularly in copper and gold hydrometallurgy) specialising in polymer chemistry and production. He is a Visiting Academic at Monash University and is the inventor of more than ten international patents.

Directors were in office from the beginning of the financial year until the date of this report, unless otherwise stated.

DIRECTOR'S SHAREHOLDING

At the date of the signing of the report, the interests of directors in the shares of the company and related bodies corporate were:

	RAND MINING NLFULLY PAID SHARES(DIRECT INTEREST)	RAND MINING NLFULLY PAID SHARES(INDIRECT INTEREST)	RAND MINING NLOPTIONS OVER ORDINARYSHARES
O Demis	3.200	6,421,057
F O'Kane	2.000	5,695,957
F Bozic	252,000
A Billis	14.000	11,070,957
W Jav	30,000	5,695,957
G O'Rourke	t.		u.
(alternate Director)

The indirect interest in the company's shares is by virtue of the relevant director being a director of substantial shareholders, Tribune Resources NL, Lake Grace Exploration Pty Ltd, Sierra Gold Pty Ltd, Regent Gulf Pty Ltd and STT Pty Ltd.

PRINCIPAL ACTIVITIES

The principal activities of the entities in the consolidated entity during the year were mineral exploration and the development and production of gold interests in Kalgoorlie. The company continued to receive its 12.25% interest share in gold production derived from the East Kundana Joint Venture that commenced gold production in May 2002.

There have been no other significant changes in the nature of those activities during the financial year.

DIRECTOR'S REPORT (CONT'D)

DIVIDENDS

No dividends have been paid by the Company during the financial year ended 30 June 2003, nor have the Directors recommended that any dividends be paid.

REVIEW OF OPERATIONS

The activities of the company were focused on the East Kundana Project, Seven Mile Hill and Little Nipper Projects during the year. This included several drilling programs to evaluate the potential of gold mineralisation and studies to develop further open cut and underground operations within the East Kundana Joint Venture.

OPERATING RESULT

The group has a consolidated operating profit/(loss) after tax this year of $$1,219,892$ (2002: $($355,559)$ ).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

In the opinion of the Directors, there were no significant changes in the state of affairs of the consolidated entity that occurred during the financial year under review not otherwise disclosed in this report.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect the result of these operations or the state of affairs of the consolidated entity in subsequent financial years.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The Group intends to continue its exploration program on its existing tenements and to acquire further tenements for exploration as opportunities arise.

Due to the nature of the business we cannot determine any expected results.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The company's operations are subject to environmental regulation under the law of the State. All of the consolidated entity's tenements are granted under the Western Australian Mining Act 1978, with specific conditions relating to rehabilitation.

There have been no significant known breaches of the consolidated entity's licence conditions.

SHARE OPTIONS

(a) As at the date of this report the following options over unissued shares in the capital of the company are on issue:

EXPIRY DATE	Exercise Price	I NO. OF SHARES UNDER OPTION
-200530 April 2	20 cents	2.300.000

(b) Option holders do not have any right, by virtue of the option, to participate in any share issue of the company or any related body corporate or in the interest issue of any other registered scheme.

DIRECTOR'S REPORT (CONT'D)

DIRECTORS' REMUNERATION

Remuneration packages are reviewed on an annual basis with regard to performance and other relevant factors.

Remuneration packages contain the following key elements:

a) Salary and
b) Superannuation benefits

The following table discloses the remuneration of the directors of the company:

Name	Salary	Superannuation	Total
Executive Directors
F O'Kane	33,000	2,970	35,970
A Billis	33,000	2,970	35,970

Non-Executive Directors
O Demis
W Jay	-
F Bozic		-
O'RourkeG(alternate	21,196	1,908	23,104
Director)

Directors' salaries and superannuation benefits are paid by STT Pty Ltd, a director related entity.

Details of director related transactions are recorded in the accounts at note 21. There were no executive officers during the year who were not also directors.

DIRECTORS' MEETINGS

The following table sets out the number of meetings of the company's Directors held during the year ended 30 June 2003 and the number of meetings attended by each Director.

	NO. OF MEETINGSATTENDED	NO. OF MEETINGSHELD WHILE INOFFICE
O Demis
F O'Kane
F Bozic
A Billis
W Jay

INDEMNIFICATION AND INSURANCE OF DIRECTORS

No insurance indemnity was taken out on behalf of the Directors.

DIRECTOR'S REPORT (CONT'D)

CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The Directors take ultimate responsibility for corporate governance and operate in accordance with Rand Mining's Memorandum and Articles of Association, ASX Listing Rules, the Corporations Act 2001, various Mining Acts and other applicable laws.

CHAIRMAN

The Chairman of the Board may be an executive who is elected by the full Board.

EXECUTIVE DIRECTOR

The performance of any executive director is reviewed by the full board on an ongoing basis.

NON-EXECUTIVE DIRECTOR

The performance of non-executive directors is reviewed by the Chairman on an ongoing basis.

AUDIT COMMITTEE

Rand Mining NL does not have an audit committee, as Directors consider that, for the company's current size and state of development, it is not yet appropriate.

INDEPENDENT PROFESSIONAL ADVICE

Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the company's expense.

BOARD NOMINATION

At present the Company has no formal committee established to review the membership of the Board. When the need for a new director is identified, one of the existing Directors prepares a short-list of candidates with the appropriate skills and experience. Where necessary, advice is sought from independent consultants. The full Board then appoints the most suitable candidate who must then stand for election at the next annual general meeting of the Company.

EXECUTIVE REMUNERATION

At present the Company has no senior executives or management other than the Board of Directors. Should the Company expand active operations a remuneration committee will be established to review the necessary terms of employment for prospective candidates.

Further information on directors' and executives' remuneration is set out in Notes 19 and 20 to the financial statements.

INTERNAL CONTROL

The Board has overall responsibility for the Company's internal control environment. With the present low level of activity the Board do not consider it necessary to have a more complex system in place, other than the continual review undertaken by themselves.

RISK ASSESSMENT AND MANAGEMENT

As noted in the paragraph concerning the audit committee, with the present size and activity of the Company the present full Board is considered adequate to deal with any risk assessment and management.

Should the situation change the Company will then review its procedures and policies in order to implement the necessary framework of controls to assist the group to achieve its objectives.

DIRECTOR'S REPORT (CONT'D)

ETHICAL STANDARDS

It is not considered necessary at this point in the Company's growth to have a specifically drafted Code of Conduct. The Board operates, both individually and jointly, within the highest business standards that are required under current Corporate Law and best practice.

BOARD MEETINGS

In addition to formal Board meetings, the directors held frequent discussions and reviews of the company's affairs. These include matters pertaining to assets, budgets, investments, exploration programs, acquisitions and dispositions, joint ventures, remuneration, independent professional advice, accounting, audit, internal financial controls and risk assessment.

Signed in accordance with a resolution of the Board

ा

FO'Kane DIRECTOR

DATED at PERTH this 30th day of September 2003

STATEMENT OF FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

		CONSOLIDATED		RAND MINING N.L.
	NOTE	2003S	2002$	2003$	2002$
Revenues from Ordinary Activities	2	8,155,587	912,059
Changes in inventories of finished
goods and work in progress		298,967	113,047
Depreciation and amortisation expense	3	(3,649,300)	(193, 116)
Write-off of deferred exploration
expenditure	3	(264, 751)	(2,094)
Borrowing cost expenses	3	(63, 184)	(190, 928)
Write-down of non-current assets	3	(38,966)	(66, 806)
Administrative expenses		(764, 802)	(462, 629)
Royalty expenses		(305, 432)	(40, 577)
Mining expenses		(983, 642)	(122, 692)
Processing expenses		(1,064,145)	(197, 607)
Environmental management expense		(100, 440)	(4,216)
Fundamental error - prior period
adjustment	3		(100,000)
Profit/(Loss) from ordinary
activities before income tax		1,219,892	(355, 559)
Income tax expense relating to
ordinary activities	4
Net Profit/(Loss)	5	1,219,892	(355, 559)

Earnings per share:
Basic (cents per share)	22	3.19	(0.76)
Diluted (cents per share)	22	3.09	(0.76)

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2003

	NOTE	2003	CONSOLIDATED2002	2003	RAND MINING N.L.2002
		$	$	$	S
CURRENT ASSETS
Cash Assets	23(a)	2,582,400	1,388,974
Receivables	6	908,194	1,046,568	183	183
Investments	7	3,047,948	2,908,526
Inventories	8	412,014	113,047
Exploration, Development and
Mining Costs	9	373,592	449,456
TOTAL CURRENT ASSETS		7,324,148	5,906,571	183	183
NON CURRENT ASSETS
Receivables	6			8,174,210	8,199,229
Investments	7	62,523	50,023	538,161	538,161
Property, Plant and Equipment	10	298,960	295,814	217,038	217,038
Exploration, Development and
Mining Costs	9	1,963,255	3,522,878
TOTAL NON-CURRENT ASSETS		2,324,738	3,868,715	8,929,409	8,954,428
TOTAL ASSETS		9,648,886	9,775,286	8,929,592	8,954,611
CURRENT LIABILITIES
Payables	11	803,810	732,745
Interest Bearing Liabilities	12	12,238	1,610,129

TOTAL CURRENT LIABILITIES		816,048	2,342,874
NON-CURRENT LIABILITIES
Payables	11	153,933
Interest Bearing Liabilities	12	26,083	35,967
Provision	13	64,787	3,283
TOTAL NON-CURRENT LIABILITIES		244,803	39,250
TOTAL LIABILITIES		1,060,851	2,382,124
NET ASSETS		8,588,035	7,393,162	8,929,592	8,954,611

SHAREHOLDERS' EQUITY
Contributed equity	14	10,993,558	11,018,577	10,993,558	11,018,577
Reserves	15	1,326,974	1,326,974	1,113,759	1,113,759
Accumulated losses	5	(3,732,497)	(4,952,389)	(3,177,725)	(3,177,725)
SHAREHOLDERS' EQUITY		8,588,035	7,393,162	8,929,592	8,954,611

STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

	NOTE	2003$	CONSOLIDATED2002$	2003S	RAND MINING N.L.2002$
CASH FLOWS FROM OPERATING
ACTIVITIES
Receipts from customersBorrowing costs		7,984,972(100, 465)	631,218(149, 647)
Expenditure on mining interests		(4,261,814)	(938,969)
Payments to suppliers and employees		(826, 403)	(726, 434)
Interest received		19,785	7,612
NET CASH FLOWS PROVIDED
BY/(USED IN) OPERATING
ACTIVITIES	23(b)	2,816,075	(1,176,220)
CASH FLOWS FROM INVESTING
ACTIVITIESPurchase of investments
Purchase of plant and equipment		(190, 885)(9,982)	(295, 012)(17, 729)
Purchase of non-current assets			(309, 866)
Loan to related parties		(267, 427)	(726, 962)
NET CASH FLOWS USED IN
INVESTING ACTIVITIES		(468, 294)	(1,349,569)
CASH FLOWS FROM FINANCING
ACTIVITIES
Repayment of borrowingProceeds from borrowings		(1,608,577)	(128,000)1,004,770
Advance by/(repayment to) related
entities		479,241		25,019	(2,510,298)
Proceeds from share issues			2,510,298		2,510,298
Payments for capital raising costs		(25,019)		(25,019)
NET CASH FLOW FROM/(USED IN)FINANCING ACTIVITIES		(1,154,355)	3,387,068

NET INCREASE/(DECREASE) IN CASHHELD
Cash at the beginning of the		1,193,426	861,279
financial year		1,388,974	527,695
CASH AT THE END OF THE
FINANCIAL YEAR	23(a)	2,582,400	1,388,974

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The financial report is a general purpose financial report that has been drawn up in accordance with the requirements of the Corporations Act 2001 which includes applicable Accounting Standards. Other mandatory professional reporting requirements of the Australian Accounting Standard Board and Urgent Issues Group Consensus views have also been complied with.

The parent entity is a listed public company, incorporated and domiciled in Australia.

The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair value of the consideration given in exchange for assets. The accounting policies have been consistently applied unless otherwise stated. Comparative information is reclassified where appropriate to enhance comparability.

The following is a summary of the material accounting policies adopted by the economic Entity in the preparation of the financial report.

(b) Non-Current Assets

Non-current assets are not revalued to an amount above their recoverable amount, and where carrying values exceed this recoverable amount, assets are written down. In determining recoverable amount, the expected net cash flows have not been discounted to their present value.

(c) Investments

Investments expected to be realised within 12 months are carried at the lower of cost and net realisable value.

Non-current investments are carried at cost. Where cost exceeds recoverable amount, the investment has been written down to this recoverable amount.

(d) Principles of Consolidation

A controlled entity is any entity controlled by Rand Mining NL. Control exists where Rand Mining NL has the capacity to dominate the decision making in relation to the financial and operating policies of another entity so that the other entity operates with Rand Mining NL to achieve the objectives of Rand Mining NL. A list of controlled entities is disclosed in Note 7 to the financial statements.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses have been eliminated on consolidation.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included from the date control was obtained or until the date control ceased.

Outside interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

(e) Income Tax

The economic entity adopts the liability method of tax-effect accounting whereby the income tax expense is based on the profit from ordinary activities adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realization of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(f) Receivables

Trade receivables and other receivables are recorded at amounts due less any provision for doubtful debts.

(g) Accounts Payable

Trade payables and other accounts payable are recognised when the company becomes obliged to make future payments resulting from the purchase of goods and services.

(h) Financial instruments issued by the company

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual agreement.

The company had no financial derivatives or hedging at the end of the financial year.

(i) Interest Bearing Liabilities

Bank loans are recorded at an amount equal to the net proceeds received. Interest expense is recognised on an accrual basis.

Costs incurred in connection with the borrowing arrangement were expensed in the year incurred.

(j) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST).

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(k) Inventories

Inventories are valued at lower of average cost and net realizable value.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

(I) Deferred Exploration, Evaluation And Development Expenditure

Cost arising from exploration, evaluation and development activities are carried forward provided such costs are expected to be recouped through the successful development or the sale, or where activities have not at balance date reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. Costs are written off as soon as an area has been abandoned or is considered to be non commercial.

Each year the directors consider the recoverable value of the areas being carried forward and where they believe those values to be lower than the costs, writedown the costs accordingly.

Once production commences, expenditure accumulated in respect of areas of interest is amortised on a unit of production basis against the proven and probable economically recoverable reserves.

A regular view is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(m) Deferred Waste

Contract mining costs associated with waste removal is deferred and charged to the Statement of Financial Performance on the basis of gold produced relative to the total ounces expected to be produced from the pit. The estimated future costs and expected ounces to be produced are revised on a regular basis and changes are dealt with prospectively.

(n) Rehabilitation & Restoration

Expenditure relating to ongoing rehabilitation are provided for or charged to costs of production as incurred. Final mine restoration costs are accrued over the life of the mine. The estimated costs are reassessed on a regular basis and changes are dealt with prospectively.

$(o)$ Cash

For the purpose of the statement of cash flows, cash includes cash on hand and in banks, money investments readily convertible to cash within two working days and gold bullion on hand net of outstanding bank overdrafts.

(p) Property, Plant and Equipment

Property, plant and equipment are carried at cost. Any gain or loss on the disposal of assets is determined as the difference between the carrying amount of the asset at the time of disposal and the proceeds of disposal, and is included in the results of the Company or consolidated entity in the year of disposal.

Depreciation is provided on all property, plant and equipment, other than freehold land, at rates calculated to allocate the depreciable amount of the assets against revenue over their estimated useful lives.

Major depreciation periods are:

" plant and equipment 3 to 12 years.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

(q) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Royalties

Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.

Revenue from Gold Production

Gold revenue is recognised at spot price at the time of sale. Gold bullion held at year end is recognised as revenue at spot price on balance date.

Proceeds on sale of investments

Proceeds are recognised on settlement of an unconditional contract of sale.

Proceeds on sale of non-current assets

Proceeds are recognised on settlement of an unconditional contract of sale.

Interest Revenue

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

(r) Interests in Joint Venture

The economic entity's share of the assets, liabilities, revenue and expenses of joint venture operations are included in the appropriate items of the consolidated statements of financial performance and financial position. Details of the economic entity's interests are shown in Note 17.

(s) Earnings Per Share

Basic earnings per share is determined by dividing the operating profit/loss after tax by the weighted average number of ordinary shares on issue during the financial year.

Diluted earnings per share is determined by dividing the operating profit/loss after tax adjusted for the effect of earnings on potential ordinary shares, by the weighted average number of ordinary shares (both issued and potentially dilutive) outstanding during the financial year.

$(t)$ Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the economic entity are classifed as finance leases. Finance leases are capitalised, recording an asset and a liability equal to the present value of the minimum lease payments, including any guaranteed residual values. Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely that the economic entity will obtain ownership of the asset or over the term of the lease. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor are charged as expenses in the periods in which they are incurred.

Lease incentives under operating leases are recognised as a liability. Lease payments received reduce the liability.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

	CONSOLIDATED		RAND MINING N.L.
	2003	2002	2003	2002
	S	$	$	S
2.REVENUE
Operating Activities
- Sale of gold	6,557,439	826,415
- Gold bullion on hand	1,426,168
- EKJV income	101,554
- Royalties	38,089	78,032
	8,123,250	904,447
Non-Operating Activities
- Interest received	19,785	7,612
- Other revenue	12,552
	32,337	7,612
Total Revenue	8,155,587	912,059

$3.$ OPERATING PROFIT/(LOSS)

The operating profit/(loss) from ordinary activities before income tax is arrived at after charging/ (crediting) the following items:-

EXPENSESCost of sales	2,471,476	278,290

Borrowing costs
Interest expense
- other persons/corporations	63,184	190,928

Depreciation of plant and equipment	13,929	7,186
Amortisation of non-current asset
- capitalised exploration expenditure	1,736,637	10.007
- waste	1,610,849	175,923
- prepaid interest	2,660
- mine development	16,085
- technical services	269,140
Total depreciation and amortisation costs	3.649.300	193,116
Bad and doubtful debts
- other related parties	123,252	118,964

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

		CONSOLIDATED		RAND MINING N.L.
		2003S	2002S.	2003S	2002S
3.	OPERATING PROFIT/(LOSS) (CONT'D)
(b)	SIGNIFICANT EXPENSESThe following significant expenses arerelevant in explaining the financialperformanceIncluded in the operating profit/(loss) fromordinary activities are the following items:
	Diminution in value of investmentsWrite-off of deferred exploration	38,966	66,806
	expenditureFundamental error - prior period	264,751
	Adjustment (i)		100,000
		303,717	166,806

(i) Fundamental error - prior period adjustment

The error relates to a prior period adjustment in relation to services provided by Directors and subsequent conversion by the company of options (held by Directors) to shares.

4. INCOME TAX

The prima facie tax, using tax rates applicable in the country of operation, on operating loss from ordinary activities differs from the income tax provided in the accounts as follows:-

Prima facie tax charge/(credit) on operatingprofit/(loss) at $30%$	365,968	(106.667)
Tax effect of permanent differences		(281,690)
Future income tax benefit not previouslyrecognised now brought into account	(365,968)	388.357
Income tax expense on operating profit/(loss)		MA

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

		CONSOLIDATED	RAND MINING N.L.
	2003S	2002$	2003$	2002$
ACCUMULATED LOSSES5.
Accumulated losses at the beginning of thefinancial yearNet profit/(loss) for the year	(4,952,389)1,219,892	(4,596,830)(355, 559)	(3,177,725)	(3,177,725)
Accumulated losses at the end of the financialyear	(3,732,497)	(4,952,389)	(3,177,725)	(3,177,725)
6.RECEIVABLES
CURRENTOther debtorsAmounts receivable from other related partiesProvision for doubtful debts other related parties	217,963932,447(242,216)908,194	175,397990,135(118,964)1,046,568	183183	183183
NON-CURRENTAmounts receivable fromControlled entity - loansProvisions for amounts receivable from			10,267,091	10,292,110
Controlled entity - loans			(2,092,881)8,174,210	(2,092,881)8,199,229

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

		CONSOLIDATED		RAND MINING N.L.
	2003S	2002$	2003$	2002$
7.INVESTMENTS
CURRENTShares listed on a prescribed stock exchange at
cost(a)	3,047,948	2,908,526
Aggregated quoted market value at balance dateof investments listed on a prescribed stockexchange	5,494,350	8,092,896
NON CURRENTUnlisted investment, at cost
- Shares in controlled entity(b)- Unlisted shares in other corporations	62,523	50,023	538,161	538,161
- Shares in other related party(c)	634,772	595,806
Provision for diminution	(634, 772)	(595, 806)
Total Non Current Investments	62,523	50,023	538,161	538,161

(a) The majority of these investments are held in Tribune Resources NL (a director related entity). At the end of the financial year, the company holds 12.13% of shares in Tribune Resources.

(b) Investments in Controlled Entity

	CountryOf	$\frac{6}{2}$Ordinary Shares		Carrying Value Of		Contribution To ConsolidatedOperating Profit/(Loss) After
Name	Incorporation	Owned		Investment		Income Tax
				2003	2002	2003	2002
		2003	2002
Rand Exploration N.L.	Australia	100	100	538.161	538.161	1.219.892	(355,559)

(c) Shares in related party relates to investment in Oretek Limited. The company has a 20% interest in the Oretek patents. The initial investment in Oretek was $529,000. This has been fully written off.

8. INVENTORIES

At $cost(i)$	412,014	113.047
		---------------------------------------	---------------------------------------`*************************************

(i) Inventory relates to the controlled entity's portion of EKJV product stocks which includes direct mining, technical services and geology costs together with amortised, deferred waste and rehabilitation costs.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

		CONSOLIDATED2003$	2002$
9.EXPLORATION, DEVELOPMENTAND MINING COSTS
CURRENTDeferred wasteAmortisation		2,160,364(1,786,772)	625,379(175, 923)
Total current deferred expenditure	$\left( i\right)$	373,592	449,456
NON-CURRENTExploration ExpenditureCost carried forward in respect of interest in:- exploration and evaluation phases		578,441	372,983
		578,441	372,983
Production phaseAccumulated amortisation		2,934,689(1,746,644)1,188,045	2,850,036(10,007)
			2,840,029
Mine developmentAccumulated amortisation		27,182(16,090)	3,360
		11,092
Technical services capitalizedAccumulated amortisation		454,812(269, 140)	306,506
		185,672
Total non-current deferred expenditure(i)		1,963,255	3,522,878

(i) Included in Total Deferred Expenditure of $2,336,847 is $1,758,401 in relation to the Kundana Project. This amount includes $855,586 relating to the East Kundana Joint Venture (refer Note 16). The EKJV Project is a joint venture between the Company, Tribune Resources NL and Gilt-Edged Mining NL a wholly owned subsidiary of Placer Dome Asia Pacific Limited. Gilt~Edged Mining NL has a 51% interest in the Kundana Project, the company 12.25% and Tribune Resources NL 36.75%. The EKJV commenced production in May 2002 and the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

	CONSOLIDATED		RAND MINING N.L.
	2003S	2002$	2003S	2002$
PROPERTY, PLANT AND EQUIPMENT10.
Freehold land and buildingsAt cost	217,038	217,038	217,038	217,038
Plant and equipmentAt costAccumulated depreciation	398,561(355, 663)	381,487(349, 418)	59,249(59, 249)	59,249(59, 249)
	42,898	32,069
Leased plant and equipmentCapitalised leased assetsAccumulated depreciation	49,262(10, 238)	49,262(2,555)
	39,024	46,707
Total plant and equipment	81,922	78,776
Total written down value of property, plant andequipment	298,960	295,814	217,038	217,038

Movement in Property, Plant & Equipment

	LAND ANDBUILDINGS	PLANT ANDEQUIPMENT	LEASED PLANTAND	TOTAL
			EQUIPMENT
Opening balance	217,038	32,069	46.707	295.814
Additions	$\overline{\phantom{a}}$	17.074	w	17.074
Depreciation expense	$\blacksquare$	(6.245)	(7.683)	(13,928)

Closing balance	217,038	42,898	39,024	298.960

Capital gains tax will be accounted for if assets are disposed of for amounts in excess of the indexed cost price of the asset.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

	CONSOLIDATED		RAND MINING N.L.
	2003	2002	2003	2002
	S	$	$	$
11.PAYABLES
CURRENT
Trade creditors and accruals	737,004	624,658
Accrued interest		41,281
Other creditors – related party (i)	66,806	66,806
	803,810	732,745
NON CURRENT
Other creditors – related party (ii)	153,933

(i) This relates to $66,806 owed to Oretek Ltd for Rand contributions (20%) to the expenses incurred on the Oretek Ltd Joint Venture.

(ii) This relates to an amount owing to Tribune Resources NL.

		CONSOLIDATED		RAND MINING N.L.
	NOTE	2003	2002	2003	2002
		$	£	$	$
INTEREST BEARING LIABILITIES12.
CURRENT-SECUREDDrawdown facility (a)			1,598,693
			1,598,693

UNSECURED
Lease liabilities	24(a)	12,238	11,436
		12,238	1,610,129
NON-CURRENT
UNSECURED
Lease liability	24(a)	26,083	35,967
		26,083	35,967

(a) During the year, the loan facility with BankWest was repaid in full ahead of schedule.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

				CONSOLIDATED	CONSOLIDATED
	13. PROVISIONS	2003S	2002$	2003S	2002S
	Rehabilitation		64,787	3,283
14.		CONTRIBUTED EQUITY
	38,260,813)	(a) Issued and paid up capital at 30 June 200338,260,813 fully paid ordinary shares (2002:	10,993,558	11,018,577	10,993,558	11,018,577
(b)		Movements in issued and paid up ordinaryshare capital of the company over the pastyear were as follows:
	DATE		NOTES	No. OFSHARES	ISSUE PRICE	$

	1/7/02	Opening balance at beginningof reporting periodTransaction costs relating to		38,260,813		11,018,577
		share issues in prior year				(25,019)
				38,260,813		10,993,558

Shares issued and options exercised during the year:

There were no issue of shares during the current financial year.
There was no exercise of options during the current financial year. ۰

At the end of the year there were the following options on issue:

400,000 unlisted options exercisable at 1.20cent prior to 30 June 2003
2,300,000 unlisted options exercisable at 20cents prior to 30 April 2005. ٠

The 400,000 unlisted options relating to BankWest have expired unexercised subsequent to year end.

15. RESERVES

Capital reserve	1.326.974	1.326.974	1,113.759	1,113,759
		---------------------------------------

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

	2003$	CONSOLIDATED2002$
JOINT VENTURES16.
Interest in joint venture operationsThe controlled entity, Rand Exploration has12.25% interest in the East Kundana JointVenture, whose principle activity is theexploration mining and sale of gold.
The economic entity share of assets employed inthe joint venture is:
CURRENT ASSETS
Cash	814,447	450,277
Receivables	167,652	135,290
Deferred wasteInventories	373,592	449,456
	412,014	113,047
Total current assets	1,767,705	1,148,070
NON-CURRENT ASSETS
Mine development	27,182	3,360
Technical Service Capitalised	454,812	306,506

	481,994	309,866
Property, plant and equipment
Plant and equipment	8,467	3,032
Accumulated depreciation

	8,467	3,032
Total non-current assets	490,461	312,898
Share of total assets of joint venture	2,258,166	1,460,968
Net interest in joint venture	1,535,861	859,482

17. SEGMENT INFORMATION

During the year ended 30 June 2003, the consolidated entity operated within the mineral exploration industry in Australia.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D)FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

	CONSOLIDATED		RAND MINING N.L.
	2003S	2002S	2003S	2002S
AUDITORS' REMENERATION18.
Amounts paid or payable to the auditors for:Auditing the financial statementsOther services	27,155	15,1354,500
	27,155	19,635
REMUNERATION OF DIRECTORS19.
Income paid or payable, or otherwise madeavailable, in respect of the financial year, to alldirectors of each entity in the consolidated entity,directly or indirectly, by the entities of whichthey are directors or any related party:	95,044	50,000
Income paid or payable, or otherwise madeavailable, in respect of the financial year, to alldirectors of Rand Mining N.L., directly orindirectly, from the entity or any related party:
The number of directors of Rand Mining NLwhose income falls within the following band is:$0-$9,999$20,000-$29,999$30,000-$39,999$50,000-$59,999	312	31

20. REMUNERATION OF EXECUTIVES

No executive of the consolidated entity received more than $100,000 during the financial year.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

21. RELATED PARTY TRANSACTIONS

During the year the following acted as Directors of the parent entity:

O Demis
F O'Kane
A Billis	(appointed 22 January 2003)
F Bozie
W Jav	(appointed 22 January 2003)
G O'Rourke (alternate director) (resigned 9 January 2003)

The following related party transactions occurred during the financial year.

Unless stated otherwise the following transactions were made on normal commercial terms and conditions.

(a) Transactions With Related Parties In The Wholly Owned Group

Rand Exploration N.L. was loaned funds totaling nil (2002: $4,416,116) during the year. At year end, loans amounting to $10,267,092 (2002: $10,292,110) were outstanding. A provision of $2,092,881 (2002: $2,092,881) has been made in respect of this loan. The loan is interest free and has no fixed repayment date.

(b) Transactions With Director Related Entities

STT Pty Ltd

Mr Billis was a Director of STT Pty Ltd during the year.

The company paid STT Pty Ltd the amount of $159,600 (2002:$20,000) for office administration, tenement administration, fieldwork and accounting services.

At year end STT Pty Ltd owed the economic entity $2,378 (2002: $8,378), the loan is interest free and has no fixed repayment date.

Tribune Resources N.L.

Tribune Resources N.L. is a company in which Messrs O'Kane, Billis, Demis and Jay were directors during the year. Tribune Resources N.L. paid nil (2002:$94) for reimbursement of rental and secretarial costs (proportionally reimbursed at cost). At year end, Tribune Resources NL owed the consolidated entity $522,001 (2002: $862,775). The loan is interest free and has no fixed repayment date.

Oretek Limited

Oretek Limited is a company in which Dr Jay was a director during the year. At year end Oretek Limited owed the economic entity $242,216 which has been fully provided (2002: $118,964). The loan is interest free and has no fixed repayment date.

Lake Grace Exploration Pty Ltd

Mr Billis was a director of Lake Grace Exploration Pty Ltd during the year. As at 30 June 2003 Lake Grace Exploration Pty Ltd owes the company $10,500 (2002: nil). This loan is at arms length with commercial terms.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

21. RELATED PARTY TRANSACTIONS (CONT'D)

(c) Interests in the equity instruments of entities in the consolidated entity, held by directors of the reporting entity and their director related entities at balance date, being the number of instruments held:

	RAND MINING NL FULLY PAIDORDINARY SHARES	(DIRECT INTEREST)	RAND MINING NL FULLY PAIDORDINARY SHARES(INDIRECT INTEREST)
	2003	2002	2003	2002
	No.	No.	No.	No.
O Demis	3,200	3,200	6,421,057	5,796,057
F O'Kane	2.000	2,000	5,645,957	5,070,957
F Bozic	252,000	252,000
G O'Rourke (alternate)
A Billis	14,000		11,070,957
W Jav	30,000		5,645,957

	OPTIONS OVER ORDINARY SHARES
	20032002
	No.	No.
O Demis		u.
F O'Kane		u.
F Bozic		w
G O'Rourke (alternate)		MAR
A Billis		MAR
W Jay

There are no conditions pertaining to the above instruments.

(d) Rand Mining N.L. is the ultimate parent entity.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

22. EARNINGS PER SHARE

Basic earnings per share (cents per share)a)	$3.19$ cents	$(0.76$ cents)
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per shareare as follows:
Earnings	1,219,892	(355, 559)
Weighted average number of ordinary shares	38.260,813	33,365,457
Diluted earnings per share (cents per share)$\mathbf{b}$	$3.09$ cents	$(0.76 \text{ cents})$

Earnings	1.219,892	(355.559)
Weighted average number of ordinary shares	39.514.659	33,365,457

c) Weighted average number of ordinary shares and potential ordinary shares used in the calculation of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:

	2003	2002
	S	S
Weighted average number of ordinary shares used in the
calculation of EPS	38.260,813	33, 365, 457
Shares deemed to be issued for no consideration in respect of:
Options	1.253,846

Weighted average number of ordinary shares and potential
ordinary shares used in the calculation of diluted EPS	39.514,659	33,365.457

In 2002, options convertible to ordinary shares were not considered to be dilutive as their exercise did not result in a diluted earnings per share.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

	CONSOLIDATED		RAND MINING N.L.
2003.	2002	2003	2002
	S	S

23. STATEMENT OF CASH FLOWS

(a) RECONCILIATION OF CASH

For the purpose of the statement of cash flows, cash includes cash on hand, investments in money market instruments and gold bullion on hand net of outstanding bank overdrafts. Cash at the end of the financial year, as shown in the statement of cash flows, is reconciled to the related items in the balance sheet as follows:

Cash balance comprises:- cash at bank- gold bullion	1,156,2321,426,168	1,388,974
	2,582,400	1,388,974
(b) RECONCILIATION OF THE OPERATING LOSSFROM ORDINARY ACTIVITIES AFTER TAX TOTHE NET CASH FLOWS FROM OPERATIONS
Profit from ordinary activities after tax	1,219,892	(355, 559)
Depreciation/Amortisation	3,649,301	17,193
Conversion of options		100,000
Diminution in value of investments	38.966	66,806
Tenement write-off	264,751
Doubtful debts	123,252
Changes in assets and liabilities:
Receivables	(42,759)	(154,265)
Trade creditors and accruals	62,112	647,794
Exploration and evaluation costs	(726, 992)	(938,969)
Inventories	(298,967)	(113, 047)
Provisions	61,504	3.283
Deferred waste	(1,534,985)	(449, 456)
Net Cash Flows from/(used in) operatingactivities	2,816,075	(1,176,220)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

		CONSOLIDATED		RAND MINING N.L.
	2003	2002	2003	2002
	S	$	S	S
CAPITAL AND LEASING COMMITMENTS24.
(a) FINANCE LEASE COMMITMENTS
Payable
- not later than 1 year	11,436	11,436
- later than 1 year but not later than 5 years	32,371	44,952
Minimum lease payments	43,807	56,388
Less: future finance charges	(5,486)	(8,985)
Total lease liability	38,321	47,403

(b) MINERAL TENEMENT LEASES

In order to maintain current rights of tenure to mining tenements, the consolidated entity will be required to outlay the following funds in respect of tenement lease rentals and to meet minimum expenditure requirements of the Western Australian Mines Department. These obligations are expected to be fulfilled in the normal course of operations.

Lease expenditure commitments:

not later than one year$\blacksquare$	70,000	70.000
later than one year and not later than$\blacksquare$two years	70,000	70,000
later than two years and not later than$\blacksquare$five years	78,000	126,000
later than five years$\blacksquare$	70,000	70.000
aggregate lease expenditure contracted$\blacksquare$for at balance date but not provided	288,000	336,000

(c) There is a royalty agreement for the Hornet deposit where the company has to make six payments of $25,000 each quarter commencing March 2003. Four of these payments remain and a commitment of $100,000 is recognised.

25. CONTINGENT LIABILITIES

The consolidated entity has not entered into any agreement with directors of the company for the granting of termination benefits under a service agreement.

The company is currently defending an action pursuant to a Writ of Summons lodged with the district court. The plaintiff claims an oral contract was in place with regard to the provision for $24,550. The company denies any such contract and has lodged a counter claim. No provision for loss has been recorded in the financial statements in relation to this action.

The Company is currently defending an action pursuant to a Writ of Summons lodged with the local court. The Plaintiff is seeking payment for accounting services rendered. The Company has lodged a defence and counter claim. The amount in dispute is $8,404. No provision for loss has been recorded in the financial statements in relation to this action.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

26. SUBSEQUENT EVENTS

There have been no subsequent events since balance date which would have had a significant effect of the company's financial position.

27. FINANCIAL INSTRUMENTS

(a) Accounting Policies

The consolidated entity's accounting policies, including the terms and conditions of each class of financial liability and equity instrument, both recognised and unrecognised at the balance sheet date, are as follows:

RECOGNISED FINANCIAL	BALANCE	ACCOUNTING POLICIES	TERMS AND CONDITIONS
INSTRUMENTS	SHEET NOTE
(i) Financial Assets
Cash at bank	23	Cash is carried at nominal amount.	Short-term deposits have anaverage maturity of 1 monthand an effective interest rateof 3.9% (2002: 3.3%).
Receivables - other	6	Receivables - other are carried atnominal amounts due less anyprovision for doubtful debts. Aprovision for doubtful debts isrecognised when collection of the fullnominal amount is no longer probable.	Credit terms vary inaccordance with the termsand conditions agreed uponwith each party
Listed shares	7	Listed shares are carried at lower ofcost and net realisable value. Dividendincome is recognised when thedividends are declared by the investee.
(ii) Financial Liabilities
Payables	11	Liabilities are recognised for amountsto be paid in the future for goods andservices received, whether or not billedto the consolidated entity	Trade liabilities are normallysettled on 30 day terms.
Lease liability	$\overline{12}$	Assets purchased under finance leasesare capitalised. An asset and a liabilityequal to the present value of theminimum payments are recorded at theinception of the agreement.Liabilities are reduced by repaymentsof principal. The interest componentsof the payments are expensed.	Interest rate of 8.25%
(iii) Equity
Ordinary shares	14	Ordinary share capital is recognised atthe fair value of the considerationreceived by the company.	Details of shares issued andthe terms and conditions ofoptions outstanding overordinary shares at balancedate are set out in note 14.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

27. FINANCIAL INSTRUMENTS (CONT)

(b) Interest Rate Risk

The consolidated entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates on these financial assets, is as follows:

			Fixed Interest Maturing					Total Carrying
		Weighted Average	in					Amount as per the
	Effective Interest		1 Year or Less		Non Interest Bearing		Balance Sheet
	2003	2002	2003	2002	2003	2002	2003	2002
Financial Assets
Cash at bank	3.9%	3.3%	1,156,232	1,388,974	÷		1,156,232	1,388,974
Gold bullion			$\overline{r}$		1,426,168		1,426,168
Other debtors				$\mathbf{r}$	1,233,503	1,046,568	1,233,503	1,046,568
Investments					3,047,948	2,908,526	3,047,948	2,908,526

Total Financial
Assets			1,156,232	1,388,974	5,707,619	3,955,094	6,863,851	5,344,068

Financial Liabilities
Trade creditors			$\blacksquare$	$\blacksquare$	118,747	150.764	118,747	150,764
Bank draw down		5.013%		1,598,693				1,598,693
Lease Liabilities	8.25%	8.25%	38,321	47,403	$\overline{r}$	$\mathbf{r}$	38,321	47,403

Total Financial
Liabilities			38,321	1,646,096	118,747	150.764	157,068	1,796,860

Net Financial
Assets/(Liabilities)			1,117,911	(257, 122)	5,588,872	3,804,330	6,708,783	3,547,208

(c) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security which has been recognised on the balance sheet, is the carrying amount, net of any provisions for doubtful debts.

The consolidated entity does not have any material risk exposure to any single debtor or group of debtors under financial instruments entered into by it.

(d) Net Fair Values

Methods and assumptions used in determining net fair value.

Assets and liabilities net fair value approximates their carrying value except for listed investments. (Refer Note 7 for market value). No financial assets and financial liabilities are readily traded on organised markets in standard form, other than listed investments. The consolidated entity has no financial assets where the carrying amount materially exceeds net fair values at balance date.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS (CONT'D) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2003

27. FINANCIAL INSTRUMENTS (CONT)

(e) Unrecognised Financial Instruments

Forward Exchange Contracts

The economic entity enters into forward exchange contracts to sell specified ounces of gold in the future at a stipulated price. The objective of entering the forward exchange contracts is to protect the economic entity against unfavourable price movements for both the contracted and anticipated future sales undertaken in the gold market.

At balance date, there were no outstanding forward exchange contracts.

DIRECTOR'S DECLARATION

The directors of the company declare that:

(a) the financial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2003 and of their performance for the year ended on that date; and
- (ii) complying with Accounting Standards and Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

On behalf of the Board

早 L.

F O'Kane DIRECTOR

DATED at PERTH this 30th day of September 2003

KURTENDENT AURU NEFORT To The Member Of Rame Member NL

SCOPE

We have andited the financial report of Rand Mining NL and controlled entity comprising the Directors' Declaration, Statement of Financial Performance, Statement of Financial Position. Stutement of Cash Flows and notes to and forming part of the financial statements for the year ended 30 June 2003. The financial report includes the consolidated financial statements of the consolidated cutity contraining the company and the entity it controlled at the years end or from time to time during the financial year. The company's directors are responsible for the financial renort. We have conducted an independent audit of this financial report in order to express an nright on it to the members of the company.

Our sudit has been conducted in accordance with Australian Auditing Standards to provide reasonable assumme whether the financial report is free of material missumment. Our mpeedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standarda and other mandatory professional reporting requirements in Australia and statutory requirements so as to present a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and performance as represented by the results of their operations and their cush flows.

The sudit opinion expressed in this report has been formed on the above hasis.

Atan'i Orinany

In our opinion the financial report of Rand Mining NL is in accordance with:

(a) the cornerations Act 2001, including:
- giving a true and fair view of the company's and consolidated entity's 稽 financial position as at 30 June 2003 and of their performance for the year ended on that date; and
- complying with Accousting Standards in Australia and the Corporations ∢∰ Remissions 2001: and

(b) ofter mandatory professional reporting requirements in Australia.

Edal Chadril

HALL CHADWICK Classiered Arcountssits

MAURICE ANGHIE Partner

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DATED at PERTII dus 30% day of September 2003

Additional information required by the Australian Stock Exchange Limited and not shown elsewhere in this report is as follows:-

(a) Corporate Governance

BOARD COMPOSITION

The Board is comprised of four directors. The managing director is Mr F O'Kane. Details of the directors are set out in the Directors Report.

The Board (subject to members voting rights in general meeting) is responsible for selection of new members and has regard to a candidates experience and competence in areas such as mining, exploration, geology, finance and administration that can assist the Company in meeting it's corporate objectives and plans.

The Board delegates responsibility for the Company's administration to its Managing Director who is accountable to the Board.

Under the Company's Articles of Association:-

the maximum number of directors on the Board is ten;
a director (other than the Managing Director) may not retain office for more than 3 years without submitting for re-election;
at the Annual General Meeting each year effectively one third of the directors in office (other than the Managing Director) retire by rotation and must seek re-election by shareholders.

INDEPENDENT ADVICE

Each director is entitled to independent professional advice at the Company's expense provided that prior reasonable approval of the Chairman is obtained.

COMPENSATION ARRANGEMENTS

All compensation arrangements for Directors and Senior Executives are determined at Board level after taking into account the current competitive rates prevailing in the market.

EXTERNAL AUDITORS

The Auditors of the Company have open access to the Board of Directors at all times. The performance of the Auditors is monitored by the Board.

AUDIT COMMITTEE

The company does not have an audit committee, as issues are addressed equally by all directors.

MANAGING RISKS

The Board meets regularly to evaluate, control, review and implement the Company's operations and objectives.

ETHICAL STANDARD

The Board supports the highest standards of corporate governance and requires its members and the staff of the Company to act with integrity and objectivity in relation to:-

Compliance with the law;
Record keeping;
Conflicts of interests;
Confidentiality;
Inside information;

SHAREHOLDERS

The Board aims to ensure that shareholders are at all times fully informed in accordance with the spirit and letter of the Stock Exchange's continuous disclosure requirements.

(b) Distribution of ordinary shareholders at 30 August 2003:

	ORDINARYSHARES
$1-1,000$	275
$1,001 - 5,000$	256
$5,001 - 10,000$	101
$10,001 - 100,000$	126
100,001 and over	32
l total	790

(c) Voting Rights

On a show of hands every member present or by proxy shall have one vote and upon a poll share shall have one vote.

(d) Substantial Shareholders

The name of the substantial a shareholders listed in the holding company's register as at 30 August 2003 are:

	SHAREHOLDER	FULLY PAIDORDINARYSHARES	% HELD
	Trans Global Trust doo	7,108,884	18.58
2.	Tribune Resources NL	5,670,957	14.82
3.	Lake Grace Exploration Pty Ltd	2,917,000	7.62
	Sierra Gold Pty Ltd	2,098,000	5.48
5.	McNeil Nominees Pty Ltd	2,036.986	5.32
6.	Paddington Gold Pty Ltd	1,950,240	5.10

(e) Stock Exchange Listing

Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Stock Exchange Limited

(f) Directors' Interest in Equity

The interests of each director in the share capital of Rand Mining N.L. as disclosed by the register of directors' shareholders:

	BENEFICIALLY HELD FULLYPAID ORDINARY SHARES	OPTIONS
S Demis	3,200	ш
F O'Kane	2,000	$\overline{\phantom{a}}$
F Bozic	252,000
G O'Rourke	w	w
A Billis	14,000
W Jav	30,000	ш

(g) Option Holders Not Listed

Exercise Price		EXPIRY DATE
BankWest	400.000	-$1$.20$ cents	30/06/2003
. Trans Global Trust doo	2,300,000	20 cents	30/04/2005

The BankWest options lapsed unexercised subsequent to year end.

(h) Twenty Largest Shareholders

The names of the twenty largest shareholders of ordinary fully paid shares in the capital of the company are listed below as at 30 August 2003.

Name	Fully Paid	% Held of Fully Paid
	Ordinary Shares	Ordinary Shares

Trans Global Trust doo	7,108,884	18.58
Tribune Resources NL	5,670,957	14.82	2
Lake Grace Exploration Pty Ltd	2,917,000	7.62	3
Sierra Gold Pty Limited	2,098,000	5.48	4
McNeil Nominees Pty Limited	2,036,986	5.32	5
Paddington Gold Pty Limited	1,950,240	5.10	6
Dom Fond PIF DD/C	1,673,250	4.37	7
Grason Investments Inc.	1,255,000	3.28	8
Mr Steven Ilkiw	1,091,000	2.85	9
Mr Henry Kai Tong Au	1,000,000	2.61	10
HKT AU Pty Ltd	860,000	2.25	11
Mr Peter Edward Goodeve	762,500	1.99	12
Raypoint Pty Ltd	730,000	1.91	13
Regent Gulf Pty Ltd	725,100	1.90	14
Mr Anthony Paul Sage	478,660	1.25	15
Mr William Joseph Green	372,500	0.97	16
STT Pty Ltd	360,000	0.94	17
Miss Maxine Deston	255,200	0.67	18
Mr Frank Bozic	252,000	0.65	19
Mrs Patricia Au	200,000	0.52	20.

TOP 20 SHAREHOLDERS	31,797,277	83.10

TOTAL SHARES ON ISSUE	38,260,813	100.00

SHAREHOLDER INFORMATION (CONT'D)

TENEMENT SCHEDULE
Project	Tenement Number	Rand
Larkinville	GML15/6384	100%
Little Nipper	GML15/5999	100%
	M15/978	100%
	PL15/3193	100%
	PL15/3194	100%
Kundana	M16/181	12.25%
	M16/182	12.25%
	M16/308	12.25%
	M16/309	12.25%
	M16/325	12.25%
	M16/326	12.25%
	M15/993	12.25%
	PL16/1523	12.25%
	PL16/1524	12.25%
	PL16/1525	12.25%
	PL16/1526	12.25%
	PL16/1527	12.25%
	PL16/1528	12.25%
	PL16/1529	12.25%
	PL16/1530	12.25%
	PL16/1560	12.25%
	PL16/1561	12.25%
	PL16/1562	12.25%
	PL16/1563	12.25%
		12.25%
	PL16/1564	12.25%
	PL16/1565
	PL16/1566	12.25%
	PL16/1567	12.25%
	PL16/1568	12.25%
	PL16/1754	12.25%
	PL16/1755	12.25%
	PL24/2981PL24/2982	12.25%12.25%

Seven Mile Hill	M15/850	50%
	M15/851	50%
	M26/563	50%
	EL15/378	50%
	EL15/384	50%
	EL15/385	50%
	EL15/851	50%
West Kalgoorlie	PL26/2986	80%
	PL26/2987	80%
	PL26/2988	80%
	PL26/2989	80%
	PL26/2990	80%
	PL26/2991	80%
	PL26/2992	80%

AI assistant

RAND MINING LIMITED — Annual Report 2003

65721_rns_2003-09-30_00cf31fd-36d9-4316-85f7-12739f88a351.pdf

INDEX

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE

SHARE REGISTRY

BANKERS

AUDITORS

STOCK EXCHANGE LISTING

KEY RESULTS

FINANCE

GOLD

EXPLORATION

DEVELOPMENT

CHAIRMAN'S REPORT

REVIEW OF OPERATIONS

East Kundana Joint Venture

REVIEW OF OPERATIONS (CONT'D)

Mining Operations

Raleigh

Raleigh mine production

The performance of mining production estimates compared to reserves depleted

REVIEW OF OPERATIONS (CONT'D)

Rubicon

The performance of mine production estimates compared to reserves depleted Rubicon Pit 100% EKJV

REVIEW OF OPERATIONS (CONT'D)

MINERAL PROCESSING

EKJV bullion produced

REVIEW OF OPERATIONS (CONT'D)

Project Development

Raleigh Stage 3 pit cut back

Raleigh Underground

REVIEW OF OPERATIONS (CONT'D)

Hornet-Rubicon-Pegasus Underground

REVIEW OF OPERATIONS (CONT'D)

EXPLORATION

Drilling Completed

RESOURCES and RESERVES

EKJV Resource inclusive of reserves remaining as at 30 June 2003

REVIEW OF OPERATIONS (CONT'D)

EKJV RESERVES REMAINING AT 30 JUNE 2003

REVIEW OF OPERATIONS (CONT'D)

Seven Mile Hill (Rand Mining) NL 50%)

Geological Setting

Exploration Program

Little Nipper

REVIEW OF OPERATIONS (CONT'D)

Other Areas

Oretek Limited Joint Venture

DIRECTORS' REPORT

DIRECTORS

F O'Kane - Managing Director

O Demis - Executive Director

$G O'R$ ourke – Alternate Director (resigned 9 January 2003)

F Bozic - Non Executive Director

A Billis - Executive Director (appointed 22 January 2003)

$W , \text{Jay} - \text{Non-}$ Executive Director (appointed 22 January 2003)

DIRECTOR'S SHAREHOLDING

PRINCIPAL ACTIVITIES

DIRECTOR'S REPORT (CONT'D)

DIVIDENDS

REVIEW OF OPERATIONS

OPERATING RESULT

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

ENVIRONMENTAL REGULATION AND PERFORMANCE

SHARE OPTIONS

DIRECTOR'S REPORT (CONT'D)

DIRECTORS' REMUNERATION

DIRECTORS' MEETINGS

INDEMNIFICATION AND INSURANCE OF DIRECTORS

DIRECTOR'S REPORT (CONT'D)

CORPORATE GOVERNANCE

BOARD OF DIRECTORS

CHAIRMAN

EXECUTIVE DIRECTOR

RAND MINING LIMITED Annual Report 2003