ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2004

Index

Corporate Directory	3
Key Results	4
Chairman's Report	5
Review of Operations	6
Directors' Report	19
Corporate Governance Statement	24
Statement of Financial Performance	29
Statement of Financial Position	30
Statement of Cash Flows	31
Notes To And Forming Part of The Financial Statements	32
Director's Declaration	50
Independent Audit Report	51
Shareholder Information	53

Corporate Directory

DIRECTORS

O Demis A Billis F Bozic W H Jay J Andrews G Sklenka

COMPANY SECRETARY

O Demis

REGISTERED OFFICE

Unit G1, 49 Melville Parade SOUTH PERTH WA 6151 Teb (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 ٠

Earnings per share (basic)

GOLD

Production $\bullet$
$\bullet$ Cash cost
Total cash cost $\bullet$
Resources $\bullet$
Reserves $\bullet$

EXPLORATION

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

DEVELOPMENT

Raleigh underground $\bullet$
Hornet Open Cut $\bullet$
Hornet-Rubicon Underground $\bullet$

2004 \$1,969,851

5.15 cents

14,464 ounces 72,766 ounces

Ongoing

2003 \$1,219,892 3.19 cents

\$247 per ounce \$252 per ounce 169,301 ounces

14,577 ounces \$245 per ounce \$249 per ounce 195,758 ounces 92,776 ounces

Approved For Development

Bankable feasibility study in progress Pre-Feasibility Study In Progress

Chairman's Report

Dear Shareholder.

I am pleased to report that it has been another significant year in the development of your company. During the year, the company received a total of 14,464 ounces of gold bullion from its share of production from the East Kundana Joint Venture (EKJV). The total production for the EKJV was 246,746 ounces at an average project total cash cost of \$252 per ounce

This positive result enabled your company to operate debt free for the entire year and in the process build a stronger balance sheet for the future. Your Company remained unhedged to take full advantage of the rising gold price and bullion sales were timed to attempt to match revenues with tax deductible expenses.

Subsequent to the end of the year, agreement was reached with Placer Dome Asia Pacific Limited to develop the high grade Raleigh Underground Mine located within the EKJV. This followed successful completion of negotiations regarding ore processing, project financing, joint venture management and project risk management. The commitment to the Raleigh Underground Mine provides a robust foundation for your Company. It is anticipated that the project will produce 487,000 ounces of gold from the defined reserve of 1.4 million tonnes grading 10.7g/t goid. Further exploration potential exists at depth. The development of this underground project in joint venture with a major international company experienced in narrow vein mining significantly reduces the project risks for your Company.

ANZ Investment Bank has provided an innovative financing structure that provides unrivalled operational flexibility to the construction, development and operating costs for the Raleigh Underground Mine.. The funding provides discretionary exploration and capital expenditure to facilitate rapid development of the other projects within the EKJV. No discretionary gold hedging is required as a condition for this funding and the security is limited to the EKJV assets. This leaves your Company free to use its existing gold bullion assets for any new opportunities that may be identified outside the EKJV.

At Seven Mile Hill infill air core drilling has better defined targets similar to known mineralisation that exists at Bindulli located along strike to the north. The board is encouraged by the results to date and has planned an RC drilling program to test these targets.

Our alliance with Oretek allows your company to pursue other opportunities where the patented Oretek technology can be applied to obtain a strategic advantage. Oretek is actively seeking opportunities to develop and commercialise its technologies to process nickel, cobalt laterite and sulphide ores and copper gold ores.

Your Board is also investigating new opportunities in Australia and in various African countries, Suitable Australian projects have been difficult to source in the current competitive environment and are often overpriced. To this end the board has broadened the search to potential projects on the African continent.

Your company has had a productive year and has developed a strong base upon which to build for the future. Gold production is anticipated to re-commence in the coming year and your board is actively seeking new opportunities to continue the growth of your company. I look forward to a positive year and thank our shareholders for their continued support.

Otakar Demis Chairman

Review of Operations

The East Kundana Joint Venture in which your company has a 12.25% interest has combined resources of 1.382 million ounces inclusive of an estimated 594,000 ounces in reserves remaining as at the 30 June 2004.

During the financial year the EKJV recovered 111,969 ounces of gold at average cash cost of \$247 and total cash cost of \$252 per ounce. A total of 118,077 ounces of gold and 18,041 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 and 47 km south west of Paddington.

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

Review of Operations (Continued)

MINING OPERATIONS

Raleigh

Rafeigh pit production out performed $\bullet$ reserve ounces of gold by 29%.
Raleigh stage 3 pit was completed.

Raleigh stage 3 pit cut back that commenced production in February 2003 was completed to its design depth of 118 metres below surface by January 2004. Your Company internally funded its interest ensuring speedy development of the project, substantially strengthening our financial position during the year whilst negotiating joint venture matters to develop the Raleigh underground mine.

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	%	%	%
Quarter 1	20.384	4.6	3.030	14.361	12.2	5.636	$+42$	-62	$-46$
Quarter ₂	41.878	28.4	38,294	19,560	46.0	28.939	$+114$	-38	$+32$
Quarter 3	23.496	32.8	24.788	10.373	49.9	16.647	$+127$	-34	$+49$
Quarter 4	0	NА	0	NА	NΑ	NА	NА	NΑ	NА
Current Yr	85.758	23.9	66.112	44.294	36.0	51.223	$+94$	-33	$+29$
Previous Yr	258.010	9.9	82,035	122.107	13.9	54,740	$+111$	-29	$+50$
Project To
30 June 04	364.300	13.O	151.669	171.609	19.9.	109.920	$+112$	-35	$+38$

Review of Operations (Continued)

Rubicon

Rubicon pit production out performed ٠ reserve ounces of gold by 73%.
Rubicon open cut pit was completed to its designed depth of 132 metres below surface.

The performance of mine production estimates compared to reserves depleted

		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	62,888	12.3	24.932	34.800	13.3	14.815	$+102$	-12	$+77$
Quarter 2	60.299	10.6	20.594	26.343	14.8	12.561	$+129$	-28	$+64$
Quarter 3	0	ΝA	0	0	NА	$\Omega$	NА	NА	ΝA
Quarter 4	0	ΝA	0	0	NА	$\overline{0}$	NА	ΝA	ΝA
Current Year	132,511	11.1	47,416	61.142	13.9	27,376	$+117$	-20	$+73$
Previous Year	184.327	8.0	47.097	106,703	7.1	24.501	$+73$	$+11$	$+92$
Profect to date	389.229	7.98	99.914	231.685	8.6	63.897	$+68$	$-7$	$+56$

Rubicon Pit 100% EKJV

Review of Operations (Continued)

MINERAL PROCESSING

298,939 dry tonnes of ore grading 12.0/t was processed for the EKJV at the Kundana processing plant during the year compared to 489,726 dry tonnes at 7.9g/t the previous year. A total of 886,379 dry tonnes at 9.0g/t has been processed project to date at an overall 97% recovery and 99% mill availability.
Gold recovered for the year was 111,969 ounces at a 97% recovery compared to 119,505 ounces at a 96% recovery for the previous year.
The EKJV project has recovered 247,592 ounces of gold since processing commenced on May 15, 2002.
The processing campaign was completed on 12th February 2004.
Gravity recoverable gold increased to 58% compared to 47% for the previous year reflecting increasing coarse gold contained in fresh ore.

A total of 663 bars of dorè were produced in total from the Raleigh and Rubicon Pits

Period	Ore processed	Gold recovered	Gold bullion	Silver bullion	Calc Head grade	Total recovery
	(dry tonnes)	(oz)	(oz)	(oz)	(g/t)	(%)
Quarter 1	144.673	30.211	31,969	5.485	6.7	97
Quarter 2	108.330	56.974	53,510	7.931	16.8	97
Quarter 3.	45.937	24.784	32.594	4.624	17.4	96
Quarter 4	0	0	0	0	NА	NА
Current YTD	298.939	111.969	118.077	18.041	12.0	97
Previous YTD	489.726	119,505	116.062	14.185	7.9	96
PTD	886.379	247.592	246.746	33.458	9.0	97

EKJV bullion produced

Review of Operations (Continued)

During the year scat sales to Paddington Gold Pty Ltd accounted for an additional 2,643 oz compared to the previous year of 1,577 oz and project total 4,220 oz. Four drums of cleanup material at the decommissioned Kundana plant remain to be processed.

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 Underground
Hornet Pit
Hornet Underground
Rubicon Underground
Pegasus Pit
Pegasus Underground

Raleigh Underground

Bankable Feasibility Study Bankable Feasibility Study Pre-Feasibility Study Pre-Feasibility Study Scoping Study Evaluation

An underground bankable feasibility study has been presented to the EKJV for approval by the parties. Agreement was reached on the commercial and technical terms to process the Raleigh underground ore inclusive of Kundana Gold Pty Ltd northern portion of the Raleigh ore at Placer Dome's Paddington processing plant. A comingling toll ore processing arrangement has been negotiated with Placer, subject to an agreed project quality assurance programme to manage the co-mingling risks by mutually agreed standard operating procedures subject to mutual agreement or determination by an independent expert. A bulk sample to be batched processed to calibrate the determination of gold in situ parameters is a requirement of the ore processing agreement. The project economics are very robust with an expected life in excess of 7 years based on the current reserves. The resource depth extensions 680 metres below surface remain to be explored.

The Raleigh North bulk sample portal

Review of Operations (Continued)

The Raleigh Underground mine decline development is expected to commence in the second quarter of 2004. Approximately six months decline development is scheduled prior to the development of the first ore drive.

A North Raleigh drive face showing the rich laminated quartz gold vein

The Raleigh Underground ore is planned to be hauled 47 kilometres by road train to be processed at Placer Dome's Paddington processing plant.

Paddington Processing Plant

Review of Operations (Continued)

Raleigh ore is planned to be trucked 47 km to the Paddington plant by road trains similar to these

Hornet Open Pit

A feasibility study to develop the Hornet Cut Pit has been received by the EKJV. The Hornet Open Cut Pit is expected to be approximately 52 metres deep with a seven month mine life. Development is subject to negotiation of the Ore Treatment Agreement Technical Procedures to determine the gold in situ.

Hornet Open Pit Model

Review of Operations (Continued)

Hornet-Rubicon-Pegasus Underground

A Rubicon Underground Mine pre-feasibility study has demonstrated a viable stand alone operation to a depth of 280 metres below ground level that can be readily accessed from near the base of the recently completed Rubicon Pit.

Hornet Underground pre-feasibility model

A pre-feasibility study for the development of the adjacent Hornet Underground Mine is in progress and expected to be completed by the end of the second quarter. Additional drilling is required before the completion of the Rubicon and Homet Underground Mine feasibility studies. Various underground mine design options are being undertaken for the development of the area. Substantial cost savings are likely to be made by the integration of mining each of the adjacent resources. A detailed evaluation as to the optimal mine design and mining sequence is in progress.

Hornet and Rubicon 3D Model

Review of Operations (Continued)

The evaluation of the Pegasus resource requires substantially more resource delineation drilling prior to completion of a pre-feasibility study.

EXPLORATION

Discovery and resource drilling focused on the delineation of the Hornet and Rubicon resource. Infill drilling to evaluate mineralisation along shears progressed during the year.

	Air Core		Reverse Circulation		Diamond
	No. holes	metres	No. holes	metres	No. holes	metres
Quarter 1	20	926	59	5,850	23	3,614
Quarter 2	$\mathcal{A}_{\mathcal{A}}$ .	$\mathcal{O}(n)$	23	1.873	17	3,808
Quarter 3	$\cdots$	$\mathcal{L}_{\mathcal{M}}$	9	782	$\mathbf{A}$	$\cdots$
Quarter 4	$\mathcal{A}$ .	$\sim 100$	$\mathcal{A}_{\mathcal{A}}$ .	$\mathcal{O}(\mathcal{A})$	$\sim$	$\sim$ .
Current Yr	20	926	91	8.505	40	7,422

Drilling Completed

Diamond drilling at the Rubicon deposit

Orebody	Measured Resource		Indicated Resource		Inferred Resource			Total Resource
	(tonnes)	$\overline{5}$	(tonnes)	(9/1)	(tonnes)	$\overline{5}$	(tonnes)	$\mathfrak{g}$	(ounces)
RALEIGH SURFACE	✑		✑	✑	✑	◔	⇨	✑	⇨
RALEIGH UNDERGROUND MAIN VEIN	◔	◔	487,000	26.8	445,000	17.4	932,000	22.3	668,562
RALEIGH UNDERGROUND HANGINGWALL VEIN			◯	◯	6,000	35.4	6,000	35.4	6,829
HORNET SURFACE			294,000	29	277,000	Ξ	571,000	23	42,224
HORNET UNDERGROUND			682,000	$\frac{0}{8}$	370,000	S.S	1,052,000	$\frac{1}{2}$	240,140
RUBICON SURFACE			◯	◯		ා			o
RUBICON UNDERGROUND			213,000	116	752,000	2. S	965,000	ර ර	204,768
PEGASUS SURFACE			191,000	လ က	381,000	2 2	572,000	es S	61,305
PEGASUS UNDERGROUND					719,000	6.6	719,000	88	152,726
DRAKE					100,000	0. N	100,000	20	6,430
STOCKPILE -- ROM PAD
STOCKPILE - ADJACENT PITS									─
STOCKPILE - SUBGRADE	o		◯	◯	≏	℺	⇨	ం	ం
TOTAL	c	0	1,867,000	$\frac{1}{2}$	3,050,000	្ងៃ	4,917,000	್ಯ	1,382,053

Review of Operations (Continued)

EKJV Resource inclusive of reserves remaining as at 30 June 2004

RESOURCES AND RESERVES

Orebody	Proved Reserve		Probable Reserve			Total Reserve			Reserves as at June 30, 2003
	(tomnes)	(9 ^f )	(tonnes)	g)	(tonnes)	(9/1)	(ounces)	(tomnes)	G)	(ounces)
RALEIGH SURFACE	Ö	ා	Ö	ා	Ö	⇨	Ö	32,000	50.7	52,161
RALEIGH UNDERGROUND MAIN VEIN	◔	⊂	965,000	$\frac{1}{2}$	965,000	12.1	375,408	965,000	$\frac{12}{2}$	375,408
RALEIGH UNDERGROUND HANGINGWALL VEIN	◯	≏	⊖	ᅌ	⊖	ం	ం	⇨	⊖	◯
HORNET SURFACE*			136,000	3.6	136,000	9.6	15,741	223,000	9.9	27,962
HORNET UNDERGROUND*	⊂		550,000	7.9	550,000	δZ	139,695	940,000	eg O	190,397
RUBICON SURFACE	O	o	◔	O	◔	⇨	Ó	58,000	14.5	27,039
RUBICON UNDERGROUND*	◯		177,000	H	177,000	$\overline{11}$	63,167	168,000	ες 8	45,911
PEGASUS SURFACE*	◔	⊂	⊂	✑	✑	✑		✑		⇨
PEGASUS UNDERGROUND*	◔	◯	◔	O	◔	7.0	26,782	119,000	2.0	26,782
DRAKE	ා	ం	ා	ා	ා	⇨	ා	O	O	O
ŧ STOCKPILES ROM PAD	⇨	○			Ó	Ó	Ó	12,000	7.2	2,778
ADJACENT PITS STOCKPILES	◔	ᅌ	Ó	O	Ó	Ó	Ó	38,000	7.3	8,919
TOTAL	٥	٥	1,828,000	10.1	1,828,000	10.1	594,011	2,555,000	$\ddot{\rm s}$	757,356

EKJV RESERVES REMAINING AT 30 JUNE 2004

the Australasian Institute of Mining and Metallurgy and fulk-ime employees of Placer Dome Asia Pacific Ltd. The report was compiled by Dr Ian Robertson
who is a Fellow of the Australasian Institute of Mining and Metallurgy en above was a series and the model of the series of the series of the series of the series of the series of the reserve is based upon information complied by Jon Abbot. Roger Cooper, Mark Kaesefragen, Andrew Law and Steve

Review of Operations (Continued)

SEVEN MILE HILL JOINT VENTURE (RAND MINING NL 50%)

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

Two separate zones of mineralisation bounding porphyry intrusive on the east and west were explored in the area known as the Binduli Project. Gold grades varying up to 5g/t have been identified in a mineralized zone at or near a saprolite bedrock interface within a structurally favourable shear zone.

Aircore drilling along a traverse within the Binduli Project

Other Areas

Minimal field work was carried out on the company's West Kalgoorile, Larkinville and Little Nipper projects during the year due to the focus on the East Kundana Joint Venture project.

Review of Operations (Continued)

ORETEK LIMITED JOINT VENTURE

Molecular model of polyethyleneimine chelated to copper atom (red)

The Company holds a 20% interest in certain patents and patent applications owned by Oretek Limited. Your Company's alliance with Oretek opens opportunities for acquisition of resources amenable to processing by Oretek technology.

The areas of development undertaken include:

Acid Mine Drainage and copper cyanide technologies which are based on the application of patented, water-soluble polyethylene based polymers which selectively bind to copper and other transitional metals.
Copper recovery from acid consuming ores, such as copper carbonate ores, using sodium cyanide as the lixiviant is under negotiation. The copper cyanide solution generated will be treated using Oretek technology. When copper cyanide solutions are contacted with water soluble polymer, cyanide is displaced, enabling it to be recovered by membrane technology, copper is recovered by electrowinning.

In conjunction with the Department of Chemical Engineering, Monash University, the ARC Linkage research project into Oretek copper cyanide technology continued. Oretek also undertook development work in respect of its environmental technologies at both Monash University and Lakefield Oretest Pty Ltd directed towards the fixation of liquid polymers. onto solid substrates to produce resin beads. with reactive sites capable of selectively recovering metal ions from either solutions or slurries. This work is aimed at the simplification of plant design to enable rapid adjustment to be made by its control systems in response to sudden changes in either metal ion concentration or in flow rates if they should occur.

Directors' Report

The directors of Rand Mining N.L. submit herewith the annual financial report of the company for the financial year ended 30 June 2004. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:

The names and particulars of the directors of the company during or since the end of the financial year are:

Name	Particulars
Mr Otakar Demis	Chairman and Company Secretary, appointed in 1985 and is a private investor and businessman with several years experience as a Director of the Company.
Mr William H. Jay ASTC (Chem. Eng), BSc., (Chem. Eng), PhD.	Chemical Engineer with some 40 years experience in the mining industry (particularly in copper and gold hydrometallurgy) and in polymer chemistry and production. Joined the Board in 2001 in a non-executive capacity. He is a visiting academic at Monash University and is the inventor of more than ten international patents.
Mr Franjo Bozic	Joined the Board in 1996. He is a Petrochemical Engineer and Investor.
Mr Anthony Billis	Joined the Board in 2003 and has 25 years experience in gold exploration within the mining industry in Western Australia.
Dr John Andrews BSc, B.E. (Hons) Ph.D. FAusIMM	Fellow of FAustMM with extensive knowledge, qualifications and experience in mineral processing joined the Board in 2004 in a non-executive capacity. Dr Andrews has a number of granted patents in mineral processing and has in excess of 50 technical publications to his name. Dr Andrews has consulted to a wide range of mineral and research companies.
Mr Gordon Skienka	Joined the Board in 2004 in a non-executive capacity. Mr Sklenka has worked in Chartered Accounting and commerce in both Perth and Sydney and has over 15 years experience in corporate finance in the resources and technology industry predominantly focusing on capital raisings, IPO's, acquisitions and project finance.
Mr Francis J O'Kane	Managing director, joined the Board in 1997 and resigned during the year.

The above named directors held office during and since the end of the financial year except for:

Mr Francis J O'Kane who was appointed 14 February 1997 resigned 28 July 2004.

PRINCIPAL ACTIVITIES

The principal activities of the Company during the year were the exploration and development of resources on the East Kundana Joint Venture tenements. There has been no significant change in the nature of these activities during the financial year.

REVIEW OF OPERATIONS

The activities of the company were focused on the East Kundana Project during the year. Gold production and studies to develop further mining operations continued throughout the year. A more detailed review of operations is contained in Review of Operations section of the Annual Report.

OPERATING RESULTS

The profit of the company after income tax of \$Nil (2003: \$Nil) was \$1,969,851 (2003: \$1,219,892).

CHANGES IN STATE OF AFFAIRS

Other than noted below during the course of the financial year ended 30 June 2004, there were no significant changes to the state of affairs of the company.

During the year mining and processing was completed at the Rafeigh and Rubicon Open Pit mines.

Directors' Report (Continued)

SUBSEQUENT EVENTS

During July 2004 the development of the Raleigh Underground mine was approved after successful negotiations with joint venture partner Placer Dome Asia Pacific concluded and funding was secured from the ANZ Investment Bank.

Other than the above, there has not been any matter or circumstance, other than that referred to in the financial statements or notes thereto, that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.

FUTURE DEVELOPMENTS

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

Further information on the likely developments in the operations of the Company and the expected results of those operations have not been included in this Report because the Directors believe it would be likely to result in unreasonable prejudice to the Company.

ENVIRONMENTAL REGULATIONS

The Company's environmental obligations are regulated under both State and Federal Law. The Company has a policy of complying with its environmental performance obligations. No environmental breaches have been notified by any Government agency to the date of this report.

DIVIDENDS

No dividends have been paid by the Company during the year ended 30 June 2004 (2003: Nil) nor have the Directors recommended that any dividend be paid.

SHARE OPTIONS

At the commencement of the financial year, the following options over unissued shares in the capital of the company existed:

Expiry Date	Exercise Price	Number of ordinary shares under option
30 April 2005	20 cents	-2, 300, 000-

These options were issued to Trans Global Trust d.o.o. There were no movements in these options during the year.

At the end of the financial year, the following options over unissued shares in the capital of the Company remain.

Expiry Date	Exercise Price	Number of ordinary shares under option
30 April 2005	20 cents :	-2, 300, 000-

Directors' Report (Continued)

DIRECTORS' MEETINGS

The following table sets out the number of directors' meetings (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director (while they were a director or committee member).

Directors	Board of Directors Held	Board of Directors Attended
O Demis	10	4
W Jay	10	10
F Bozic	10	$\sim$
A Billis	10	8
J Andrews (appointed 16 August 2004)	$\sim$ $\sim$	$\mathcal{O}(\mathcal{A})$
G Sklenka (appointed 16 August 2004)	$\mathbf{A}$	$\sim$
F O'Kane (resigned 28 July 2004).	10	9

DIRECTORS' SHAREHOLDINGS

As at the date of this report, the following represents shares held by Directors in the company. The indirect interest in the company's shares includes, where applicable, the shareholding of the following companies by virtue of the relevant Director being a director of Rand Mining NL, Rand Exploration NL, Lake Grace Exploration Pty Ltd, Regent Gulf Pty Ltd or Sierra Gold Pty Ltd.

Directors	Direct	Indirect	Total
O Demis	3,200	6.890.897	6.894.097
W Jay	30,000	9.120,997	9,150,997
F Bozic	252,000	$\sigma$ .	252,000
A Billis	14,000	11.500,997	11.514,997
J Andrews	4.000	6.143.997	6.147.997
G Sklenka	$\mathcal{O}(\mathcal{A})$	6.143,997	6,143,997

Directors' Report (Continued)

DIRECTORS' AND EXECUTIVES' REMUNERATION

The remuneration packages of all directors and executive officers are reviewed on an annual basis.

Remuneration packages contain the following key elements:

Primary benefits -- salary/fees: $\bullet$
Post-employment benefits superannuation benefits; and
Other benefits.

The following table discloses the remuneration of the directors of the company. There are no specified executives:

$\sim$ $\sim$

	Primary		Post Employment
	Salary & Fees	Bonus	Superannuation	Total
Director	S	\$	Ş	\$
Executive directors
F O'Kane (resigned 28 July 2004)	53.563	$\ddotsc$	-3.471	57,034
O Demis	15.000	$\mathbf{A}$	$\sim$ $\sim$	15,000
A Billis	48.000	$\mathbf{A}$	2.970	50,970
Non-executive directors
F Bozic	$\mathcal{L}_{\text{max}}$	$\sim$	$\sim$	$\mathcal{L} \times \mathcal{N}$
W Jav	15.000	$\mathcal{O}(\mathcal{A})$	$\mathcal{O}(\mathcal{A})$	15.000
J Andrews (appointed 16 August 2004)	$\sim$	$\sim$	$\sim$	$\mathbf{A}$
G Sklenka (appointed 16 August 2004)	$\sim$	$\mathcal{L}(\mathcal{L})$	$\mathcal{O}(\mathcal{A})$	$\mathcal{A}_{\mathcal{A}}$ .

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

Non-executive directors received a fixed fee for their services as directors.

Other than outlined above, since the end of the previous financial year, no director has received or become entitied to receive a benefit, other than benefits disclosed in the financial statements as emoluments or the fixed salary of a full-time employee of the Company or a related body corporate, by reason of a contract made by the Company with the director or with a firm of which he is a member, or with an entity in which he has a substantial financial interest.

There have been no options issued during the year to directors.

There are no termination or retirement benefits for non-executive directors (other than statutory superannuation).

Details of director related transactions are disclosed in Note 16 to the financial statements. There were no executive officers during the year who were not also directors.

CORPORATE GOVERNANCE

The company has undertaken a review of its corporate governance practices and policies in accordance with the ASX Corporate Governances Best Practice Recommendations. The Company's policies are described in the Corporate Governance Statement section of this Annual Report.

Directors' Report (Continued)

INDEMNIFICATION OF OFFICERS AND AUDITORS

During the financial year, the company has not paid any premiums insuring the directors or officers against liabilities incurred as directors or officers of the company. The company does not indemnify directors or their auditors.

Signed in accordance with a resolution of the directors made pursuant to s.298(2) of the Corporations Act 2001.

On behalf of the Directors

G Sklenka Dated 30 September 2004 Perth, Western Australia

Corporate Governance Statement

The Board of Rand Mining NL is committed to achieving and demonstrating the highest standards of Corporate Governance.

The Board is responsible to the Shareholders for the performance of the Company and focuses on:

enhancing the interests of Shareholders and other key stakeholders;
and ensuring the Company is properly managed.

The Board believes that sound Corporate Governance practices will assist in the creation of Shareholder wealth and provide accountability and control systems commensurate with the risks involved.

This Statement outlines the main corporate governance practices in place during the financial year, noting where practices depart from the ASX Corporate Governance Council Recommendations and the Board's reasons for an afternate approach. Where the Board supports a recommendation, but is yet to fully implement, a complementary policy or practice, has also been identified.

EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONS

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT ROLE OF Principle 1. THE BOARD AND MANAGEMENT

Council Recommendation 1.1: Formalise and disclose the functions reserved to the Board and those delegated to management.

The Company complies with this recommendation.

The Company has adopted a formal written Board Charter.

The functions of management are undertaken by the Board and Director, Mr Anton Billis is responsible for management activities under delegated authority of the Board.

STRUCTURE THE BOARD TO ADD VALUE Principle 2.

Council Recommendation 2.1: The majority of the Board should be independent directors

The Company complies with this recommendation.

Details of the on the members of the Board, their experience, expertise and qualifications are set out in the Directors' Report in the Annual Report.

Council Recommendation 2.2: The chairperson should be an independent director

The Company does not comply with this recommendation.

The Board believes that the Chairman, Mr Otakar Demis, brings quality and independent judgement to all relevant issues falling within the scope of the role of a Chairman.

The Company does not comply with this recommendation.

The Board considers that the Company is not currently of a size to justify the formation of a nomination committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors.

When Directors have concerns about issues being considered by the Board, they are (by a majority decision of the Board) entitled to seek independent professional advice at the Company's expense.

The Company's Constitution specifies that all non-executive Directors must retire from office on a three year rotational basis.

Should the Company's activities increase in size, scope and nature, the appointment of a nomination committee will be reviewed by the Board and implemented if appropriate.

Corporate Governance Statement (Continued)

PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING Principle 3.

Council Recommendation 3.1: Establish a code of conduct to quide the Directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any other key executives as to:

3.1.1 the practices necessary to maintain confidence in the Company's integrity;
3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Company complies with this recommendation.

The Company has adopted a Code of Conduct to quide the Directors and Officers.

Prior to the adoption of the formal written Code of Conduct, the Board considers that its business practices, as overseen by the Board, were the equivalent to the Code of Conduct as formally adopted.

The Code of Conduct requires all Directors and Officers to:

actively promote the highest standards of ethics and integrity in carrying out their duties for the Company.
disclose any actual or perceived conflicts of interest of a direct or indirect nature of which they become aware and which they believe could compromise in any way the reputation or performance of the Company.
respect confidentiality of all information of a confidential nature, which is acquired in the course of the ٠ Company's business and not disclose or make improper use of such confidential information to any personunless specific authorisation is given for disclosure or disclosure is legally mandated.
deal with the Company's customers, suppliers, competitors and each other with the highest level of honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates.
protect the assets of the Company to ensure availability for legitimate business purposes and ensure all corporate opportunities are enjoyed by the Company and that no property, information or position belonging to the Company or opportunity arising from these are used for personal gain or to compete with the Company.

Council Recommendation 3.2: Disclose the policy concerning trading in Company securities by directors, officers and employees.

The Company complies with this recommendation.

The Board has adopted a policy and procedure on dealing in the Company's securities by Directors, Officer's and employees which prohibits dealing in the Company's securities when those persons possess unpublished market price sensitive information. It also requires directors to notify the Chairman of the Company when trading in the Company occurs, In the case of the Chairman, he must notify a non-executive Director.

Directors must also notify the Company Secretary of any trade in the Company's securities within two days of such trade occurring so that the Company Secretary can comply with ASX Listing Rule 3.19A.2 requirement to notify ASX of any change in a notifiable interest held by a Director.

Corporate Governance Statement (Continued)

SAFEGUARD INTEGRITY IN FINANCIAL REPORTING Principle 4.

Council Recommendation 4.1: Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing to the Board that the Company's financial reports present a true and fair view, in all material respects, of the Company's financial condition and operational results and are in accordance with relevant accounting standards.

The Company does not comply with this recommendation.

The Board considers that the Company is not currently of a size to justify the appointment of a chief executive officer and/or chief financial officer or their equivalents. The Board as a whole undertakes the process of reviewing the financial statements of the Company for each half year and full year and ensuring that they present a true and fair view, in all material aspects, of the Company's financial condition and operational results and are in accordance with accounting standards.

Council Recommendation 4.2: The Board should establish an audit committee.

The Company does not comply with this recommendation.

The Board believes that the Company is not of a size, nor are its financial affairs of such complexity to justify the formation of an audit committee. The Board as a whole undertakes the functions normally associated with an audit committee.

Council Recommendation 4.3: Structure the audit committee so that it consists of:

only non-executive Directors;
a majority of independent Directors; k,
an independent chairperson, who is not the chairperson of the Board; $\ddot{\phantom{a}}$
at least three members.

Refer Council Recommendation 4.2.

Council Recommendation 4.4: The audit committee should have a formal operating charter.

Refer Council Recommendation 4.2.

Principle 5. MAKE TIMELY AND BALANCED DISCLOSURE

Council Recommendation 5.1: Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level of that compliance.

The Company complies with this recommendation.

The Company has adopted a continuous disclosure policy that requires all Directors, Officers and executives to inform Director Anton Billis of any potentially material information as soon as practicable after they become aware of that information.

Information is material if it is likely that the information would influence investors who commonly acquire securities on ASX in deciding whether to buy sell or hold the Company's securities.

Director Anton Billis is responsible for interpreting and monitoring the Company's disclosure policy and where necessary informing the Board.

Prior to the adoption of the continuous disclosure policy there were no written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability for the compliance however, the policies and procedures outlined in the formally adopted policy did in fact exist and were applied prior to their adoption in writing.

Director Anton Billis has been nominated as the person responsible for communications with ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in ASX Listing Rules and overseeing and co-ordinating information disclosure to ASX, analysts, brokers, Shareholders, the media and the public.

Corporate Governance Statement (Continued)

RESPECT THE RIGHTS OF SHAREHOLDERS Principle 6.

Council Recommendation 6.1: Design and disclose a communications strategy to promote effective communication with Shareholders and encourage effective participation at general meetings.

The Company complies with this recommendation.

The Company's communication strategy requires communication with Shareholders in an open, regular and timely manner so that the market has sufficient information to make informed investment decisions on the operations and results of the Company.

Council Recommendation 6.2: Request the external auditor to attend at the Annual General Meeting and be available to answer Shareholder questions about the conduct of the audit and the preparation and content of the auditor's report. All shareholders receive a copy of the company's annual and half yearly reports.

The Company complies with this recommendation.

It is the Company's policy to require the external auditor Hall Chadwick to attend the annual general meeting of the Company and be available to answer Shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Principle 7. RECOGNISE AND MANAGE RISK

Council Recommendation 7.1: The Board or appropriate board committee should establish policies on risk oversight and management.

The Company complies with this recommendation.

The Board is responsible for risk management and control and they examine and consider areas of significant business risk on an ongoing basis and implement policy to minimise exposure to these risks.

The risk management policy of the Company will continue to be developed as its operations and areas of potential risks evolve.

Council Recommendation 7.2: The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state in writing that:

7.2.1 the statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board;
7.2.2 the Company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

The Company does not comply with this recommendation.

The Company does not have a CEO or CFO or their equivalent...

The Board is responsible for recognizing and managing risk.

ENCOURAGE ENHANCED PERFORMANCE Principle 8.

Council Recommendation 8.1: Disclose the process for performance evaluation of the Board, its committees and individual Directors, and key executives.

The Company complies with this recommendation.

The Board has adopted a self-evaluation process to measure its own performance during each financial year. This process includes a review in relation to the composition and skills mix of the Directors of the Company.

Corporate Governance Statement (Continued)

Principle 9. REMUNERATE FAIRLY AND RESPONSIBLY

Council Recommendation 9.1: Provide disclosure in relation to the Company's remuneration policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance.

The Company complies with this recommendation.

The Chairman in consultation with independent directors makes recommendations to the full Board on the remuneration packages provided for officers and the directors themselves.

Where appropriate the Board will use the services of external advisers to assist them in this process.

Non-executive Directors receive a fixed fee for providing their services as directors.

Council Recommendation 9.2: The Board should establish a remuneration committee.

The Company does not comply with this recommendation.

The Board considers that at the Company's stage of development no benefits or efficiencies are to be gained by delegating this function to a separate committee.

Council Recommendation 9.3: Clearly distinguish the structure of the non-executive directors' remuneration from that of executives.

The Company complies with this recommendation.

Council Recommendation 9.4: Ensure that the payment of equity based executive remuneration is made in accordance with thresholds set in plans approved by Shareholders.

The Company complies with this recommendation.

Principle 10. RECOGNISE THE LEGITIMATE INTERESTS OF STAKEHOLDERS

Council Recommendation 10.1: Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.

The Company complies with this recommendation.

The Board has adopted a Code of Conduct.

The Code of Conduct formalises, in written form, business practices and principles previously adopted by the Board.

Statement of Financial Performance

FOR THE FINANCIAL YEAR ENDED 30 JUNE 20034

			Consolidated	Rand Mining N.L.
		2004	2003	2004	2003
	Note	\$	s	\$	\$
Revenues from Ordinary Activities	2	8.339.693	8,155,587	a.
Changes in inventories of finished
goods and work in progress		(412.014)	298,967
Depreciation and amortisation expense	3(a)	(2,705,052)	(3,649,300)	A.
Write-off of deferred exploration expenditure	3(b)	(412, 911)	(264, 751)	$\ddotsc$	$\mathbf{A}$
Borrowing cost expenses	3(a)	(1,460)	(63, 184)	$\mathcal{A}_\mathcal{A}$	$\alpha$ .
Write-down of non-current assets	3(b)	(51, 547)	(38,966)	$\mathcal{A}_{\mathcal{A}}$	$\mathbf{A}$
Management fees		(210, 400)	(159,600)
Administrative expenses		(800,223)	(605, 202)	(183)
Royalty expenses		(201, 159)	(305, 432)
Mining expenses		(815, 483)	(983, 642)	$\mathcal{O}(\mathcal{A})$	$\mathbf{A}$
Processing expenses		(734,580)	(1,064,145)	$\mathbf{A}$	$\mathcal{A}$ .
Environmental management expense		(25,013)	(100, 440)	$\alpha$ .	$\alpha$ .
		1,969,851	1.219,892	(183)
Income tax expense relating to ordinary
activities	4	$\mathcal{L}_{\mathbf{r}}$			$\mathcal{A}$ .
Net Profit/(Loss)	5	1.969,851	1,219,892	(183)
Earnings per share:
Basic (cents per share)	20	5.15	3.19
Diluted (cents per share)	20	5.01	3.09

Statement of Financial Position

AS AT 30 JUNE 2004

		2004	Consolidated 2003	2004	Rand Mining N.L. 2003
	Note	\$	\$	\$	\$
CURRENT ASSETS Cash Assets
Receivables	21(a) 6	4,744,755 67,439	2,582,400 908,194		183
Investments	7	5,238,267	3,047,948
Inventories	8		412,014
Exploration, Development and
Mining Costs	9		373,592
TOTAL CURRENT ASSETS		10,050,461	7,324,148	A,	183
NON CURRENT ASSETS
Receivables	6			8,174,210	8,174,210
Investments	7	162,512	62.523	538.161	538,161
Property, Plant and Equipment	10	299,379	298,960	217,038	217,038
Exploration, Development and
Mining Costs	9	604,459	1,963,255
TOTAL NON-CURRENT ASSETS		1,066,350	2,324,738	8,929,409	8,929,409
TOTAL ASSETS		11,116,811	9,648,886	8,929,409	8,929,592
CURRENT LIABILITIES
Payables	11	112,438	803,810
Interest Bearing Liabilities	12	12,638	12.238
TOTAL CURRENT LIABILITIES		125,076	816.048	×,
NON-CURRENT LIABILITIES
Payables	11	339,848	153,933
Interest Bearing Liabilities	12	20,842	26,083
Provision	13.	73,094	64.787	ц,
TOTAL NON-CURRENT LIABILITIES		433,784	244.803	$\mathbf{A}$
TOTAL LIABILITIES		558,860	1,060,851
NET ASSETS		10,557,951	8,588,035	8,929,409	8,929,592
SHAREHOLDERS' EQUITY
Contributed equity	14	10,993,558	10,993,558	10,993,558	10,993,558
Reserves	15.	1.326,974	1,326,974	1,113,759	1,113,759
Accumulated losses	5	(1,762,581)	(3,732,497)	(3, 177, 908)	(3, 177, 725)
SHAREHOLDERS' EQUITY		10,557,951	8,588,035	8,929,409	8,929,592

Statement of Cash Flows

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004

			Consolidated		Rand Mining N.L.
		2004	2003	2004	2003
CASH FLOWS FROM OPERATING ACTIVITIES	Note	\$	\$	\$	\$
Receipts from customers Borrowing costs		8,278,148 (100, 465)	7,984,972
Expendíture on mining interests Payments to suppliers and employees		(3,660,787) (874, 622)	(4,261,814) (826, 403)
Interest received		20,072	19,785	Ä.
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	21(b)	3,762,811	2,816,075
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments Purchase of plant and equipment		(2,341,854) (19,239)	(190, 885) (9,982)
Loan to related parties			(267, 427)
NET CASH FLOWS USED IN INVESTING ACTIVITIES		(2,361,093)	(468, 294)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowing Advance by related entities		760,637	(1,608,577) 479,241	A.	25,019
Payments for capital raising costs			(25,019)	$\mathcal{A}_{\mathcal{A}}$	(25,019)
NET CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES		760,637	(1, 154, 355)

NET INCREASE IN CASH HELD Cash at the beginning of the		2,162,355	1,193,426	$\ddotsc$
financial year		2,582,400	1,388,974	$\ddotsc$
CASH AT THE END OF THE FINANCIAL YEAR	21(a)	4,744,755	2,582,400

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004

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.

(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.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

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 Pavable

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.

(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, write-down 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.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

(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.

(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 acreement.

Revenue from Gold Production

Gold revenue is recognised at spot price at the time of safe. 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, fiabilities, 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 16.

(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.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

(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 classified 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.

Consolidated		Rand Mining N.L.
2004	2003	2004	2003
\$	\$	\$	\$


5,913,742	6,557,439	$\ddotsc$	$\ddotsc$
2,244,899	1,426,168	$\ddotsc$	$\ddotsc$
160,980	101,554	$\ddotsc$	$\ddotsc$
$\mathcal{L}_{\mathbf{r}}$	38,089	$\mathcal{O}(\mathcal{A})$	$\ddotsc$
8,319,621	8.123,250	$\mathcal{O}(\mathcal{A})$	$\sim$ $\sim$

20,072	19,785	$\alpha$ .	$\mathcal{A}$ .
$\mathcal{L}_{\mathbf{a}}$	12,552	$\mathcal{L}_{\mathcal{M}}$	$\ddotsc$
20,072	32,337	$\mathcal{A}_{\mathcal{A}}$ .	$\alpha$ .
8.339,693	8.155,587	$\mathcal{O}_{\mathcal{A}}$ .	$\mathcal{O}(\mathcal{A})$

Notes to and forming part of the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

	2004 \$	Consolidated 2003 S	Rand Mining N.L. 2004 \$
3. OPERATING PROFIT/(LOSS) The operating profit/(loss) from ordinary activities before income tax is arrived at after charging/ (crediting) the following items:-
(a) Expenses Cost of sales	3,399,299	2,471,476
Borrowing costs Interest expense other persons/corporations	1,460	63,184
Depreciation of plant and equipment Amortisation of non-current asset	18,819	13,929
capitalised exploration expenditure waste prepaid interest mine development technical services	1,343,315 1,127,002 215,916	1,736,637 1,610,849 2,660 16,085 269,140	$\mathcal{A}_{\mathcal{A}}$ .
Total depreciation and amortisation costs	2,705,052	3,649,300	д.,
Bad and doubtful debts other related parties $\sim$	142,577	123,252
(b) Significant Expenses The following significant expenses are relevant in explaining the financial performance Included in the operating profit/(loss) from ordinary activities are the following items: Diminution in value of investments Write-off of deferred exploration expenditure	51,547 412,911	38,966 264,751	д,
	464,458	303,717
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 operating profit/(loss) at 30% Tax effect of permanent differences Future income tax benefit not previously recognised	590,955 122,910	365,968	(55) 55
now brought into account	(713,865)	(365,968)
Income tax expense on operating profit/(ioss)			A,

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

		Consolidated 2004 2003 \$ S		Rand Mining N.L. 2004 2003 s
5. ACCUMULATED LOSSES Accumulated losses at the beginning of the
financial year Net profit/(loss) for the year		(3,732,432) 1,969,851	(4,952,324) 1,219,892	(3, 177, 725) (183)	(3, 177, 725)
Accumulated losses at the end of the financial year		(1,762,581)	(3,732,432)	(3, 177, 908)	(3, 177, 725)
6. RECEIVABLES
CURRENT
Other debtors		95,061	217,963		183
Provision for doubtful debts other debtors Amounts receivable from other related parties		(30,000) 357,171	932,447		$\sim$
Provision for doubtful debts other related parties		(354, 793)	(242, 216)	$\ddotsc$
		67,439	908.194	Ä.	183
NON-CURRENT
Amounts receivable from Controlled entity ~ loans			A.	10,267,091	10,267,091
Provisions for amounts receivable from
Controlled entity - loans		$\mathbf{r}$		(2,092,881)	(2,092,881)
		$\bar{\mathbf{z}}$	Ä,	8,174,210	8,174,210
7. INVESTMENTS
CURRENT
Shares listed on a prescribed stock exchange at cost	(a)	5.238,267	3,047,948
Aggregated quoted market value at
balance date of investments listed on a prescribed stock exchange		6,800,616	5,494,350
NON CURRENT
Unlisted investment, at cost
Shares in controlled entity ×, Unlisted shares in other corporations $\bar{\sigma}$	(b)	$\cdots$ 162,512	62,523	538,161	538,161
Shares in other related party ×,	$\langle c \rangle$	686,319	634,772
Provision for diminution		(686,319)	(634, 772)	$\alpha$ .
Total Non Current Investments		162,512	62,523	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 19.49% of shares in Tribune Resources.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

(b) Investments in Controlled Entity

						Contribution to
	Country	%				Consolidated Operating
	οf	Ordinary		Carrying Value		Profit/(Loss) After
Name	incorporation	Shares Owned		of Investment		Income Tax
		2004	2003	2004	2003	2004	2003
							\$
	Rand Exploration N.L. Australia	100	100	538.161	538.161	3.231.850	1.219.892

(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)	START	412.014	12.00
		________	_____

(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.

			Consolidated	Rand Mining N.L.
		2004	2003	2004	2003
9. EXPLORATION, DEVELOPMENT AND			\$	\$	\$
MINING COSTS
CURRENT
Deferred waste		A.	2,160,364
Amortisation		$\sim$ .	(1,786,772)
Total current deferred expenditure	$\left(\frac{1}{2}\right)$	A.	373,592	ä,
NON-CURRENT
Exploration Expenditure
Cost carried forward in respect of interest in:
exploration and evaluation phases Ã,		604,459	578.441
		604,459	578,441	Ä,
Production phase		3,089,959	2,934,689	4
Accumulated amortization		(3,089,959)	(1,746,644)	д.
			1,188,045
Mine development		267.385	27,182	à.
Accumulated amortization		(267, 385)	(16,090)
			11.092	д,
Technical services capitalized		w.	454.817	ò.
Accumulated amortization		A.	(269, 140)
		A.	185,677	ä,
Total non-current deferred expenditure	$\left(\ddot{i}\right)$	604,459	1,963,255	д,

(i) Included in Total Deferred Expenditure of \$604,459 is \$373,033 in relation to the Kundana Project. 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 consolidated entity 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

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

	Consolidated		Rand Mining N.L.
	2004 \$	2003 S	2004 s	2003 s
10. PROPERTY, PLANT AND EQUIPMENT Freehold land and buildings
At cost	217,038	217,038	217,038	217,038
Plant and equipment At cost Accumulated depreciation	417,799 (371.595)	398,561 (355,663)	59,249 (59,249)	59,249 (59,249)
	46,204	42,898	$\alpha$	$\mathcal{O}(\mathcal{A})$
Leased plant and equipment
Capitalised leased assets Accumulated depreciation	49,262 (13, 125)	49,262 (10, 238)	$\mathbf{A}$ $\mathbf{A}$
	36,137	39,024	$\alpha$ .
Total plant and equipment	82,341	81,922	$\mathcal{O}(\mathcal{A})$	$\mathcal{O}(\mathcal{A})$
Total written down value of property, plant and equipment	299,379	298,960	217,038	217,038

Movement in Property, Plant & Equipment

. .	Land and Buildings	Plant and Equipment	Leased Plant and Equipment	Total
Opening balance	217.038	42,898	39.024	298,960
Additions	$\mathcal{L}_{\mathbf{a}}$	19.238	$\mathcal{L}_{\mathbf{a}}$	19.238
Depreciation expense	$\mathcal{L}_{\mathbf{z}}$	(15.932)	(2,887)	(18,819)
Closing balance	217.038	46.204	36.137	299.379

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

	Consolidated		Rand Mining N.L.
	2004	2003	2004	2003
	\$	\$	\$	\$
11. PAYABLES
CURRENT
Trade creditors and accruais	45,632	737,004	$\sim$	$\mathbf{A}$
Other creditors - related party (i)	66,806	66,806	$\mathcal{A}_{\mathcal{A}}$ .	$\sim$
	112,438	803,810	$\mathcal{A}_{\mathcal{A}}$ .	$\mathbf{A}$
NON CURRENT
Other creditors - related party (ii)	339.848	153.933	$\mathcal{L}_{\mathcal{M}}$ .	$\sim$ $\sim$

(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.

Notes to and forming part of the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

		2004	Consolidated 2003	2004	Rand Mining N.L. 2003
		\$	S	\$	\$
	12. INTEREST BEARING LIABILITIES
	CURRENT - UNSECURED
Lease liabilities		12,638	12,238
		12,638	12,238
	NON-CURRENT - UNSECURED
Lease liability		20,842	26,083
		20,842	26,083	ш.
13. PROVISIONS
Rehabilitation		73,094	64,787
	14. CONTRIBUTED EQUITY (a) Issued and paid up capital at 30 June 2004 38,260,813 fully paid ordinary shares (2003; 38, 260, 813)	10,993,558	10,993,558	10,993,558	10,993,558
were as follows:	(b) Movements in issued and paid up ordinary share capital of the company over the past year
Date		Notes	No. of Shares	issue Price	\$
1/7/03	Opening balance at beginning of reporting period		38,260,813		11,018,577
	Transaction costs relating to 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.

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

• 2,300,000 unlisted options exercisable at 20 cents prior to 30 April 2005.

	Consolidated	Rand Mining N.L.
	2004	2003	2004	2003
	s
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
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

	2004 \$	Consolidated 2003 \$	Rand Mining N.L. 2004 \$
16. JOINT VENTURES Interest in joint venture operations The controlled entity, Rand Exploration has 12.25% interest in the East Kundana Joint Venture, whose principle activity is the exploration mining and sale of gold. The economic entity share of assets employed in the joint venture is:
CURRENT ASSETS Cash Receivables Deferred waste Inventories	79,635 42,678 ż, w	814,447 167,652 373,592 412,014
Total current assets	122,313	1,767,705	Ä.
NON-CURRENT ASSETS Exploration & Evaluation Mine development Technical Service Capitalised	606,794 267,385	27,182 454,812
Property, plant and equipment Plant and equipment Accumulated depreciation	874.179 9,093	481,994 8,467	Ä. å.
Total non-current assets	9,093 883,272	8,467 490,461	Ä. Ä.
Share of total assets of joint venture	1,005,585	2,258,166	Ä.
Net interest in joint venture	890,688	1,535,861	Ä.

17. SEGMENT INFORMATION

During the year ended 30 June 2004, the consolidated entity operated within the mineral exploration industry in Australia.

18. AUDITORS' REMUNERATION

Amounts paid or payable to the auditors for:
Auditing the financial statements	-31.567	-27.155	15.5	and a
Other services	2.5	$\sim$	$\sim$	15.1
	-31.567	-27.155	$\cdots$	$\sim$

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

	Consolidated		Rand Mining N.L.
	2004	2003	2004	2003
	\$		\$	\$
19. RELATED PARTY AND SPECIFIED EXECUTIVE DISCLOSURES
Equity interests in related parties.
Equity interests in associates and joint ventures
Details of interests in joint ventures are disclosed in Note 16 to the financial statements.

Equity interests in other related parties

The consolidated entity holds 19.49% of the ordinary share capital of Tribune Resources N.L. a director-related party.

Specified directors' remuneration The specified directors of Rand Mining N.L. during the year were:

F. O'Kane (Managing Director) O. Demis (Executive) A. Billis (Executive) Dr. W. Jay (Non-executive) F Bozic (Non-executive) There were no specified executives

	Primary		Post Employment
	Salary & fees	Bonus	Superannuation	Total
Director	\$	\$	\$	\$
Executive directors
F O'Kane (resigned 28 July 2004)	53,563	$\mathbf{A}$	3.471	57.034
O Demis	15,000	$\mathbf{A}$	$\sim$	15.000
A Billis	48.000	$\alpha$ .	2.970	50,970
Non-executive directors
W Jay	15.000	$\mathcal{O}(\mathcal{A})$	$\sim$	15.000
F Bozic	Allen	$\mathcal{L}^{\mathcal{L}}$	$\Delta$ .	$\mathcal{A}_{\mathcal{A}}$ .

Specified directors' and specified executives' equity holdings Fully paid ordinary shares of Rand Mining N.L.

		Received
	Balance @ 1/7/03 No.	Granted as remuneration No.	on exercise of options No.	Net other change No.	Balance @ 30/6/04 No.
Specified directors
F O'Kanel	5.647,957	$\mathbf{A}$	$\mathcal{A}$ .	498.040	6,145.997
O Demis	6.396.057	$\mathbf{A}$	$\alpha$ .	498.040	6,894.097
A Billis	11.111,957	$\mathcal{L}_{\mathcal{M}}$	$\ddotsc$	403.040	11,514,997
W Jay	8,652,857	$\mathcal{L}_{\mathcal{M}}$	$\mathcal{A}$ .	498.040	9,150,997
F Bozic	252,000	$\mathcal{L}_{\mathcal{M}}$	$\mathcal{A}$ .	$\alpha$ .	252,000
	32,060,828	$\mathcal{O}(\mathcal{A})$	$\mathcal{O}(\mathcal{A})$	1.897.160	33.957.988

No executive share options were issued to the directors during the financial year.

Transactions with other related parties

Other related parties include director-related entities.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

Other transactions involving other related parties

At 30 June 2004, the consolidated entity owned 9,350,160 (2003: 7,325,800) ordinary shares in Tribune Resources N.L. Messrs Demis, O'Kane, Jay and Billis were all directors of Tribune Resources N.L. during the year. As at 30 June 2004 Tribune Resources N.L. had loaned the consolidated entity \$339,848 (2003: \$153,933). The loan is interest free and has no fixed repayment date.

Mr Billis was a director of STT Pty Ltd during the year. The Company paid STT Pty Ltd \$210,400 (2003: \$161,542) for office administration, tenement administration, fieldwork and accounting services. Those services are provided on a cost recovery basis only. They do not include any profit element.

Mr Billis was a director of Lake Grace Exploration Pty Ltd during the year. As at 30 June 2004 Lake Grace Exploration Pty Ltd owes the company \$10,500 (2003: \$10,500). This loan is at arms length with commercial terms. The Company has raised a provision against this loan of \$10,500 (2003 : \$Nil).

Oretek Limited is a company in which Dr Jay was a director during the year. At year end Oretek Limited owed the consolidated entity \$343,793 which has been fully provided for (2003: \$242,216). The loan is interest free and has no fixed repayment date.

Transactions With Related Parties In The Wholly Owned Group

Rand Mining N.L. has loaned Rand Exploration N.L. funds totalling \$NII (2003: nii) during the year. At year end the loan amounting to \$10,267,092 (2003: \$10,267,092) was outstanding. A provision of \$2,092,881 (2003: \$2,092,881) has been made in respect of this loan. The loan is interest free and has no fixed repayment date.

	2004	2003
20. EARNINGS PER SHARE
a) Basic earnings per share (cents per share).	5.15 cents	3.19 cents
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
Earnings	1.969,851	1,219,892
Weighted average number of ordinary shares	38,260,813	38,260,813
b) Diluted earnings per share (cents per share).	5.01 cents	3.09 cents
Earnings	1.969,851	1,219,892
Weighted average number of ordinary shares	39,317,570	39,514,659
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:
	2004 s	2003 \$
Weighted average number of ordinary shares used in the calculation of EPS	38,260,813	38,260,813
Shares deemed to be issued for no consideration in respect of:
Options	1,056,757	1,253,846
Weighted average number of ordinary shares and potential ordinary shares used in the calculation of diluted EPS	39,317,570	39,514,659

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

	Consolidated	Rand Mining N.L.
2004	2003	2004	2003
			s

21. 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 i	927.302	$\sim$	15.2
– gold bullion	3,817,453	$\sim$	STATE
	4,744,755 2,582.400	a San	Allen

(b) Reconciliation of the operating loss from ordinary activities after tax to the net cash flows from operations

Profit/(Loss) from ordinary activities after tax	1,969,851	1,219.892	(183)	$\mathcal{A}(\mathcal{A})$
Depreciation/Amortisation	1,578.054	3.649.301	$\sim$	$\sim$ $\sim$
Diminution in value of investments	51.547	38.966	$\sim$	$\sim$ $\sim$
Tenement write-off	412.920	264.751	$\mathcal{L}_{\mathcal{A}}$	$\mathcal{O}(n)$
Doubtful debts	142.577	123.252
Changes in assets and liabilities:
Receivables	40,938	(42.759)	183	$\mathcal{L}(\mathcal{L})$
Trade creditors and accruais	(613, 627)	62.112	$\mathcal{L}$	$\sim$
Mine Development, Exploration and evaluation costs	(613, 362)	(726.992)	$\mathcal{L}(\mathcal{L})$	$\sim$ $\sim$
Inventories	412.014	(298.967)	$\mathbf{A}$	$\mathcal{L}_{\mathcal{F}}$ .
Provisions	8.307	61.504
Deferred waste	373,592	(1,534.985)	$\sim$ $\sim$	$\mathcal{O}(\mathcal{A})$
Net Cash Flows from/(used in) operating activities	3.762.811	2.816.075	$\mathcal{O}(\mathcal{A})$	$\mathcal{O}(\mathcal{A})$

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

		Consolidated	Rand Mining N.L.
	2004	2003	2004	2003
	\$	\$	\$	s
22. CAPITAL AND LEASING COMMITMENTS
(a) Finance Lease Commitments
Payable
not later than 1 year $\bar{\mathbf{A}}$ :	11.436	11.436	$\mathcal{L}_{\mathcal{M}}$ .	$\mathcal{A}$ .
later than 1 year but not later than 5 years. $\mathcal{A}$ .	24,835	32,371	$\mathbf{A}$	$\mathbf{A}$
Minimum lease payments	36,271	43,807	$\mathbf{A}$	$\ddotsc$
Less: future finance charges	(2,791)	(5,486)	$\mathcal{O}_{\mathcal{A}}$ .	$\sim$ $\sim$
Total (ease liability	33.480	38.321	$\mathcal{L}^{\mathcal{L}}$	$\sim$

(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.	102.438	70.000	$\mathcal{L}_{\mathcal{M}}$ .	and a
	- later than one year and not later than two years.	102,438	70.000	$\mathcal{L}_{\mathcal{M}}$	15.1
$\Delta\lambda$	later than two years and not later than five years	-307.314	78.000	$\mathcal{L}_{\mathcal{M}}$	1.511
	- later than five years	$\mathcal{L}_{\mathcal{A}}$ .	70.000	$\mathbf{a}$	STATE

23. CONTINGENT LIABILITIES

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.

24. SUBSEQUENT EVENTS

Other than noted above there have been no subsequent events since balance date which would have had a significant effect of the company's financial position.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

25. 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 instruments	Balance Sheet Note	Accounting Policies	Terms and Conditions
(i) Financial Assets
Cash at bankl	21	Cash is carried at nominal amount.	Short-term deposits have an average maturity of 1 month and an effective interest rate of 4.10% (2003: 3.90%).
Receivables - other	6.	Receivables - other are carried at nominal amounts due less any provision for doubtful debts. A provision for doubtful debts is recognised when collection of the full nominal amount is no longer probable.	Credit terms vary in accordance with the terms. and conditions agreed upon with each party
Listed shares	7.	Listed shares are carried at lower of cost and net realisable value. Dividend income is recognised when the dividends are declared by the investee.
(ii) Financial Liabilities
Payables	11	Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the consolidated entity	Trade liabilities are normally settled on 30 day terms.
Lease #ability	12	Assets purchased under finance leases are capitalised. An asset and a liability equal to the present value of the minimum payments are recorded at the inception of the agreement.	Interest rate of 8.25%
		Liabilities are reduced by repayments of principal. The interest components of the payments are expensed.
(iii) Equity
Ordinary shares	14	Ordinary share capital is recognised at the fair value of the consideration received by the company.	Details of shares issued and the terms and conditions of options outstanding over ordinary shares at balance date are set out in note 14.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

25. 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				Total Carrying
	Weighted Average			Maturing in				Amount as per the
	Effective Interest		1 Year or Less		Non Interest Bearing		Balance Sheet
	2004	2003	2004	2003	2004	2003	2004	2003
Financial Assets
Cash at bank	4.10%	3.90%	927,302	1,156,232	$\mathcal{A}_{\mathcal{A}}$ .		927.302	1.156,232
Gold bullion			$\mathcal{O}(\mathcal{A})$	w.	3.817,453	1,426.168	3.817,453	1.426,168
Other debtors			$\mathcal{A}_{\mathcal{A}}$	$\sim$	67.439	1,233.503	67,439	1.233,503
Investments			$\mathcal{A}_{\mathcal{A}}$ .	$\sim$	5.238.267	3,047.948	5.238,267	3.047.948
Total Financial Assets		927,302	1.156,232	9.123.159		5,707,619 10,050,461	6,863,851
Financial Liabilities
Trade creditors			$\ddotsc$	$\sim$	45.632	118.747	45.632	118,747
Lease Liabilities	8.25%	8.25%	33,480	38.321	$\sim 100$	$\alpha$ .	33,480	38,321
Total Financial
Liabilities			33,480	38,321	45.632	118,747	79.112	157,068
Net Financial
Assets/(Liabilities)			893.822	1.117.911	9.077,527	5,588.872	9.971,349	6.708.783

(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.

(e) Unrecognised Financial Instruments

Forward Exchange Contracts

The consolidated 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.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

26. INTERNATIONAL FINANCIAL REPORTING STANDARDS

The Australian Accounting Standards Board (AASB) is adopting the International Financial Reporting Standards (IFRS) for application to reporting periods beginning on or after 1 January 2005.

This financial report has been prepared in accordance with Australian accounting standards and other financial reporting requirements (Australian GAAP). The differences between Australian GAAP and IFRS identified to date as potentially having a significant effect on the Company's financial performance and financial position are summarised below. The summary should not be taken as an exhaustive list of all the differences between Australian GAAP and IFRS. No attempt has been made to identify all disclosure, presentation or classification differences that would affect the manner in which transactions or events are presented.

The Company has not quantified the effects of the differences discussed below. Accordingly, there can be no assurances that the financial performance and financial position as disclosed in this financial report would not be significantly different if determined in accordance with IFRS.

The key potential implications of the conversion to IFRS on the entity are as follows:

(a) First-time adoption of IFRS

On first-time adoption of A-IFRS, the company will be required to restate its comparative balance sheet such that the comparative balances presented comply with the requirements specified in the A-IFRS. That is, the balances that will be presented in the financial report for the year ended 30 June 2005 may not be the balances that will be presented as comparative numbers in the financial report for the following year, as a result of the requirement to retrospectively apply the A-IFRS. In addition, certain assets and liabilities may not qualify for recognition under A-IFRS, and will need to be derecognised. As any adjustments on first-time adoption are to be made against opening retained earnings, the amount of retained earnings at 30 June 2004. presented in the 2005 financial report and the 2006 financial report available to be paid out as dividends may differ significantly.

Various voluntary and mandatory exemptions are available to the company on first-time adoption, which will not be available on an ongoing basis. The exemptions provide relief from retrospectively accounting for certain balances, instruments and transactions in accordance with A-IFRS, and includes relief from having to restate past business combinations, expense share-based payments granted before 7 November 2002, and the identification of a 'deemed cost' for property, plant and equipment.

The impact on Rand Mining N.L. of the changes in accounting policies on first-time adoption of A-IFRS will be affected by the choices made. The company is evaluating the effect of the options available on first-time adoption in order to determine the best possible outcome for the company.

(b) Income tax

The company currently recognises deferred taxes by accounting for the differences between accounting profits and taxable income, which give rise to 'permanent' and 'timing' differences. Under A-IFRS, deferred taxes are measured by reference to the 'temporary differences' determined as the difference between the carrying amount and the tax base of assets and liabilities recognised in the balance sheet.

Adjustments to the recognised amounts of deferred taxes will also result as a consequence of adjustments to the carrying amounts of assets and liabilities resulting from the adoption of other A-IFRS. The likely impact of these changes on deferred tax balances has not currently been determined.

(c) Property, plant and equipment.

On transition to A-IFRS, the company has several options in the determination of the cost of each tangible asset, and can also elect to use the cost or fair value basis for the measurement of each class of property, plant and equipment after transition. At the date of this report, the company has not decided which options and measurement basis will be adopted and the likely impacts therefore cannot be determined.

Notes to and forming part of the Financial Statements

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

(d) Provision for restoration

A-IFRS specifically requires the capitalisation of costs of dismantling and removing an asset and restoring the site on which the asset was created when an asset is initially recognised. The company currently accrues through profit and loss for the cost of dismantling and restoration over the life of the asset. Adjustments may be required to the flability recognised where the amount accrued and the date of transition under AGAAP differs from that required under A-IFRS. The company is also still determining the adjustments to the carrying amounts of assets that may result from these requirements.

(e) Correction of errors

An error made in a prior reporting period is presently corrected in the reporting period in which the error is discovered by recognising the effect of the error in the current financial statements. In future financial periods, any material prior period errors are to be accounted for retrospectively, i.e. by adjusting the opening balance of retained earnings of the comparative period. Accordingly, the identification of a material prior period error will no longer give rise to volatility in the current period income statement.

The above should not be regarded as a complete list of changes in accounting policies that will result from the transition to IFRS, as not all standards have yet been analysed and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to IFRS on the Company's financial position and reported results.

The Company is currently addressing the issues and effects of the impact of IFRS and will endeavour to have in place all changes in reporting requirements to fully meet the new standards by 31 December 2004.

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:
giving a true and fair view of the company's and consolidated entity's financial position as at 30 June $\left(\frac{1}{2}\right)$ 2004 and of their performance for the year ended on that date; and
(ii) complying with Accounting Standards and Corporations Regulations 2001; and
$(d)$ 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

G Sklenka Director

DATED at PERTH this 30th day of September 2004

CHall Chadwick harrered Accountants & Business Advisers

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF RAND MINING NL

SCOPE

The financial report and directors' responsibility.

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for Rand Mining NL (the company) and the consolidated entity, for the year ended 30 June 2004. The consolidated entity comprises both the company and the entity it controlled during that year.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

AUDIT APPROACH

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgment, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the $\ddot{\bullet}$ amounts and disclosures in the financial report, and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Head Office Level 40 DonkWest Tower 108 St George's Terroce Western Australia

GPO Box W2106 PERTH WA 6846

Telephone:(08) 9320 2888
Facsimile: (08) 9320 2999

.
Kaiaaarin Office nagadhe bhlia
Soite 1, 47 Broakman Smeet
Kalgoorile 6430 Western Australia

Telephone:(08) 9021 7066

Bunbury Chilce
Suite 1, 9A Willenborn Street
Bunbury 6230 Western Australia

Telephone: (08) 9791 6466

Busselron Office Suite 2
58 Busself Highway
58 Can A280 Susselton 6280
Western Australia

Telephone: (08) 9751 3895

Email: hoperinfo@hall
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INDEPENDENCE

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

AUDIT OPINION

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

a. the Corporations Act 2001, including:
ä. giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2004 and of their performance for the year ended on that date; and
ii. complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
$\mathbf b$ . other mandatory professional reporting requirements in Australia.

Hay Chardide

HALL CHADWICK CHARTERED ACCOUNTANTS

Dated at Perth this 30 day of September 2004.

MAURICE L ANGHIE PARTNER

Shareholder Information

Distribution of ordinary shareholders at 31 August 2004: ${a}$

	Ordinary Shares
$1 - 1.000$	268
$1,001 - 5,000$	242
$5.001 - 10.000$	93
$10,001 - 100,000$	110
100,001 and over	34

Voting Rights ${b}$

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

$(c)$ Substantial Shareholders

The name of the substantial shareholders listed in the holding company's register as at 31 August 2004 are:

	Fully Paid Ordinary Shares	% Held
1. Frans Giobal Trust doo	7.108,884	18.58
-2. - Tribune Resources NL	6.143,997	16.06
3. Lake Grace Exploration Pty Ltd	2.917,000	7.62
4. Sierra Gold Pty Ltd	2.100,000	5.49
5. McNeil Nominees Pty Ltd	2.036.986	5.32
6. Paddington Gold Pty Ltd	1.950.240	5.10

$(d)$ 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

${e}$ 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:

Directors	Beneficially Held Fully Paid Ordinary Shares	Options
O Demis	3,200	ALCOHOL:
W Jay	30,000	$\mathcal{L}(\mathcal{A})$
F Bozic	252.000	$\mathcal{O}(n)$
A Billis	14.000	$\mathcal{O}(n)$
J Andrews	4.000	$\mathcal{L}_{\mathcal{F}}$
G Sklenka	$\sim$	$\mathcal{L}_{\mathcal{F}}$

$(f)$ Option Holders Not Listed

		Exercise Price	Expiry Date
Trans Global Trust doo	2.300.000	20 cents	30/04/2005

Shareholder Information (Continued)

$(g)$ 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 31 August 2004.

	Fully Paid	% Held of Fully Paid
Name	Ordinary Shares	Ordinary Shares
Trans Global Trust doo	7.108,884	18.58
Tribune Resources NL	6.143,997	16.06	2
Lake Grace Exploration Pty Ltd	2.917.000	7.62	3
Sierra Gold Pty Limited	2.100,000	5.49	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 fikiw	1,036,000	2.71	9
Mr Henry Kai Tong Au	1,012,100	2.65	10
HKT AU Pty Ltd	860.000	2.25	11
Mr Peter Edward Goodeve	762,500	1.99	12
Regent Gulf Pty Ltd	725.100	1.90	13
Raypoint Pty Ltd	530,000	1.39	14
Mr Anthony Paul Sage	478,660	1.25	15
Doniea Nominees Pty Ltd	372,500	0.97	16
STT Pty Ltd	340,000	0.89	17
Miss Maxine Deston	255,200	0.67	18
Mr Frank Bozic	252,000	0.66	19
Mrs Patricia Au	200,000	0.52	20
TOP 20 SHAREHOLDERS	32,009,417	83.67
TOTAL SHARES ON ISSUE	38,260,813	100.00

Shareholder Information (Continued)

TENEMENT SCHEDULE

Project/Location	Tenement Number	Rand Interest
Larkinville
Larkinville	M15/1290	100.00%
Jaurdi Little Nipper
Jaurdi Little Nipper	M15/1371	100.00%
Jaurdi Little Nipper	M15/978	100.00%
Kundana
Kundana	M15/1413	12.25%
Kundana	M15/993	12.25%
Kundana	M16/181	12.25%
Kundana	M16/182	12.25%
West Kundana	M16/213	12.25%
West Kundana	M16/214	12.25%
Kundana	M16/218	12.25%
Kundana	M16/308	12.25%
Kundana	M16/309	12.25%
Kundana	M16/310	12.25%
Kundana	M16/325	12.25%
Kundana	M16/326	12.25%
Kundana	M16/421	12.25%
Kundana	M16/424	12.25%
Kundana	M16/428	12.25%
Seven Mile Hill
Kurrawang	M15/850	50.00%
Kurrawang	M15/851	50.00%
Kurrawang	M26/563	50.00%
Binduli	M15/1233	50.00%
Seven Mile Hill	M15/1291	50.00%
Seven Mile Hill	M15/1234	50.00%
Binduli	M15/1388	50.00%
Seven Mile Hill	M15/1394	50.00%
Seven Mile Hill	M15/1409	50.00%
Kurrawang	P15/4495	50.00%
Kurrawang	E15/669	50.00%
Kalgoorlie
Kalgoorlie	PL26/2986	80.00%
Kalgoorlie	PL26/2987	80.00%
Kalgoorlie	PL26/2988	80.00%
Kalgoorlie	PL26/2989	80.00%
Kalgoorlie	PL26/2990	80.00%
Kalgoorlie	PL26/2991	80.00%
Kalgoorlie	PL26/2992	80.00%
Kalgoorlie	PL26/3047	80.00%
Kalgoorlie	PL26/3075	80.00%

Notice of Meeting

Notice is given that the Annual General Meeting of Shareholders of Rand Mining N.L. ("Rand Mining" or the "Company") will be held at Kalgoorlie Town Hall, Cnr Wilson & Hannan Street, Kalgoorlie at 9.30am WST on Tuesday, 30th November 2004.

AGENDA

ORDINARY BUSINESS

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

$\ddagger$ . Resolution 1 - Financial Report and Directors' and Audit Reports

"To consider and receive the Financial Report, including the Directors' Declaration for the year ended 30 June 2004 and the related Directors' Report and Audit Report."

$2.$ Resolution 2 - Election of Dr W Jay as a Director

"To elect as a Director, Dr W Jay, who retires in accordance the Company's Constitution and, being eligible, offers himself for re-election."

З. Resolution 3 - Election of Mr G Skienka as a Director

"To elect as a Director, Mr Sklenka, who retires in accordance the Company's Constitution and, being eligible, offers himself for re-election."

Resolution 4 - Election of Dr J Andrews as a Director $4.$

"To elect as a Director, Dr J Andrews, who retires in accordance the Company's Constitution and, being eligible, offers himself for re-election."

By order of the Board

G Sklenka Director

13th October 2004

Notice of Meeting (Continued)

EXPLANATORY STATEMENT

This Notice of General Meeting should be read in conjunction with the accompanying Explanatory Statement, which forms part of this Notice of General Meeting.

VOTING ENTITLEMENTS

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the General Meeting will be as it appears in the share register at 5.00pm WST on 26th November 2004.

PROXIES

If you are unable to attend and vote at the meeting and wish to appoint a person who is attending as your proxy please complete the enclosed Proxy Form. This Form must be received by the Company by 9 am WST on 26th November 2004.

The completed proxy form may be:

mailed to the Company at PO Box 307 West Perth WA 6842; or ٠
faxed to the Company on 08 9367 9386.

A shareholder of the Company entitled to attend and vote is entitled to appoint no more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified portion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this portion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

Explanatory Statement

INTRODUCTION $\mathbf{t}$

The Explanatory Statement (including all Annexures) has been prepared to provide shareholders of Rand Mining N.L. ("Rand Mining or the Company") with material information to enable them to make an informed decision in relation to the business to be conducted at the General Meeting of the Company to be held on 26th November 2004.

$2.$ RESOLUTIONS 2,3 AND 4 - APPOINTMENT OF DIRECTORS

In accordance with Clause 10.1(e)(2)(A) of the Company's Constitution, one-third of the Directors shall retire from office. Any retiring Director is eligible for re-election.

Dr W Jay retires pursuant to this Clause and, being eligible, offers himself for re-election.

In accordance with Clause 10.1(d) of the Company's Constitution Directors appointed during the year shall retire from office at the Annual General Meeting following their appointment. Any retiring Director is eligible for reelection.

Mr G Sklenka and Dr J Andrews retire pursuant to this Clause and, being eligible, offer themselves for re-election.

Information in respect to the Directors is available in the 2004 Annual Report.

Proxy Form

I/We, ....................................

Rand Mining N.L. hereby appoint management and construction of the control of the construction of the construction of the construction of the construction of the construction of the construction of the construction of the

0f .................................... or, in his/her absence the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 9.30am WST on Tuesday, 30th November 2004 at Kalgoorlie Town Hall, Cnr Wilson & Hannan Street, Kalgoorlie, Western Australia and at any adjournment of that meeting in respect of:

The whole of my voting rights

% of my voting rights

(Please complete as appropriate. If no details are inserted and only one proxy is appointed, it will be assumed that the proxy is for all of the voting rights of the shareholder.)

If you do not wish to direct your proxy how to vote, please insert "X" in this box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest.

If you desire to direct your proxy how to vote in relation to the each proposed resolution to be considered at the Meeting, please indicate the manner in which your proxy is to vote by inserting "X" in the appropriate boxes below. If you do not direct your own proxy on any resolution, he/she will vote on it as he/she thinks fit or may abstain from voting.

EOR.

AGAINST ARSTAIN

I instruct my proxy to vote as indicated in respect of:

	Financial Report and Directors' and Audit Reports.
-2.	Election of Dr W Jay as a Director
З.	Flection of Mr G Sklenka as a Director
4	Election of Dr Andrews as a Director

It is the Chairman's intention to vote in favour of each of the resolutions in relation to any undirected proxies.

Signed this ....................................

Individuals	Corporations
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Director/Sole Director and Sole Secretary
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Director/Secretary

Please return this Proxy Form by 9.00am WST 26th November 2004 to:

Mailing Address: Rand Mining Limited, PO Box 307, West Perth WA 6872 Registered Office: Suite G1, 49 Melville Parade, South Perth WA 6151 Facsimile: 08 9367 9386

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

AI assistant

RAND MINING LIMITED — Annual Report 2004

65721_rns_2004-10-26_2286b79f-4f31-4461-9634-9d54fc20ac8a.pdf

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2004

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 (Continued)

MINING OPERATIONS

Raleigh

The performance of mining production estimates compared to reserves depleted

Raleigh Pit 100% EKJV

Review of Operations (Continued)

Rubicon

The performance of mine production estimates compared to reserves depleted

Rubicon Pit 100% EKJV

Review of Operations (Continued)

MINERAL PROCESSING

EKJV bullion produced

Review of Operations (Continued)

PROJECT DEVELOPMENT

Raleigh Underground

Review of Operations (Continued)

Review of Operations (Continued)

Hornet Open Pit

Review of Operations (Continued)

Hornet-Rubicon-Pegasus Underground

Review of Operations (Continued)

EXPLORATION

Drilling Completed

Review of Operations (Continued)

Review of Operations (Continued)

Review of Operations (Continued)

SEVEN MILE HILL JOINT VENTURE (RAND MINING NL 50%)

Other Areas

Review of Operations (Continued)

ORETEK LIMITED JOINT VENTURE

Directors' Report

PRINCIPAL ACTIVITIES

REVIEW OF OPERATIONS

OPERATING RESULTS

CHANGES IN STATE OF AFFAIRS

Directors' Report (Continued)

SUBSEQUENT EVENTS

FUTURE DEVELOPMENTS

ENVIRONMENTAL REGULATIONS

DIVIDENDS

SHARE OPTIONS

Directors' Report (Continued)

DIRECTORS' MEETINGS

DIRECTORS' SHAREHOLDINGS

Directors' Report (Continued)

DIRECTORS' AND EXECUTIVES' REMUNERATION

CORPORATE GOVERNANCE

Directors' Report (Continued)

INDEMNIFICATION OF OFFICERS AND AUDITORS

Corporate Governance Statement

EXPLANATIONS FOR DEPARTURES FROM BEST PRACTICE RECOMMENDATIONS

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT ROLE OF Principle 1. THE BOARD AND MANAGEMENT

STRUCTURE THE BOARD TO ADD VALUE Principle 2.

Corporate Governance Statement (Continued)

PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING Principle 3.

Council Recommendation 3.2: Disclose the policy concerning trading in Company securities by directors, officers and employees.

Corporate Governance Statement (Continued)

SAFEGUARD INTEGRITY IN FINANCIAL REPORTING Principle 4.

Principle 5. MAKE TIMELY AND BALANCED DISCLOSURE

RAND MINING LIMITED Annual Report 2004

Notes to and forming part of the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

Notes to and forming part of the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)

Notes to and forming part of the Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2004 (Continued)