Rand Mining NL ABN 41 004 669 658

Annual Report For The Year Ended 30 June 2008

Rand Mining NL Corporate Directory

Directors

O Demis A Billis G Sklenka

Company Secretary and Chairman O Demis

Registered Office

Suite G1, 49 Melville Parade SOUTH PERTH WA 6151 Tel: +61 8 9474 2113 Fax: +61 8 9367 9386

PO Box 307 WEST PERTH WA 6872

Web Site www.randmining.com.au

Share Registry

Advanced Share Registry Services Limited 150 Stirling Hwy Nedlands WA 6009 Telephone: 08 9389 8033 Fax: 08 9389 7871

Bankers

ANZ Bank PERTH WA 6000

Auditors

Grant Thornton (WA) Partnership PO Box 570 PERTH WA 6872

Stock Exchange Listing

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

Rand Mining NL Contents

Corporate Directory	1
Review of Operations	3
Directors' Report	10
Auditor's Independence Declaration	19
Corporate Governance Statement	20
Income Statement	24
Balance Sheet	25
Statement of Changes in Equity	26
Cash Flow Statement	27
Notes to the Financial Statements	28
Directors' Declaration	60
Independent Audit Report	61
Competent Person's Consent Forms	64
Shareholder Information	72

East Kundana Joint Venture

The EKJV is located 25km west north west of Kalgoorlie and 47km north east of Coolgardie.

The East Kundana Joint Venture (EKJV) is between Rand Mining NL (12.25%), Tribune Resources NL (36.75%) and Gilt‐Edged Mining NL (51%) a wholly owned subsidiary of Barrick Australia Pacific Limited.

Note: The Joint Venture deposits are located within the blue shaded area. Other deposits indicated on this map do not belong to either Rand Mining NL or the Joint Venture.

Raleigh Underground

Mining

During the year ending 30 June 2008, 234,400 tonnes of ore were extracted from the 6185 to 6034 stopes and development headings spanning 6067 to 5898 levels. The grade dropped to 11.9 g/t, from 16.6 g/t in the previous year, due to most of the development and stoping taking place in the northern portion of mining Block B – a lower grade region of the ore‐body.

Rand's entitlement to the ore extracted was 29,300 tonnes, compared to 30,000 tonnes the previous year.

Raleigh Production	2008			2007
	Mining	Grade	Gold	Mining	Grade	Gold
	(t)	(g/t)	(oz)	(t)	(g/t)	(oz)
Development	122,600	12.1	47,600	129,400	13.6	56,700
Stoping	111,800	11.8	42,300	110,300	20.0	71,000
Total	234,400	11.9	89,800	239,700	16.6	127,700

RAND'S ENTITLEMENT	29,300	11.9	11,200	30,000	16.6	16,000

The scheduled positions of the stoping front and the mine development at the end of December 2008 in the current LOM plan are shown below in blue.

The stoping front is advanced at a diagonal to minimise the impact of the high regional stress field at depth.

The sequence of stoping and mine development until the end of December 2013 in the current LOM plan is shown below, where red represents 2009, brown 2010, green 2011, light blue 2012 and dark blue 2013.

Processing

During the year ending 30 June 2008, 146,531 tonnes of Raleigh ore was processed in four campaigns at the Greenfields Plant located near Coolgardie for the Rand and Tribune Group.

Rand and Tribune Group Processing
Campaign	From	To	Processed	Head Grade	Recovery
			(t)	(g/t)	(%)
5	30 Jun 07	15 Aug 07	44,976	15.9	95.1
6	13 Dec 07	20 Jan 08	52,611	12.4	95.2
7	13 Mar 08	25 Mar 08	18,187	9.5	94.4
8	05 Jun 08	26 Jun 08	30,757	10.1	93.4
	30 Jun 07	30 Jun 08	146,531
	01 Jul 06	30 Jun 07	101,208
	01 Jul 05	30 Jun 06	52,400

Note: Campaign 5 started on 28 May 2007 ‐ See ASX Release on Campaign 5 dated 31 August 2007

During the year ending 30 June 2008, 59,638 ounces of gold and 8,048 ounces of silver were credited to the Rand and Tribune Group Bullion Account.

Rand's share of the gold bullion was 14,909 ounces compared to 12,333 ounces the previous year.

Rand and Tribune Group Bullion					Rand's Share
To	From	Gold	Silver	Gold	Silver
		(oz)	(oz)	(oz)	(oz)
01 Jul 07	30 Jun 08	59,638	8,048	14,909	2,012
01 Jul 06	30 Jun 07	49,335	6,640	12,333	1,660
01 Jul 05	30 Jun 06	25,599	3,951	6,399	987
01 Jul 05	30 Jun 08	134,572	18,640	33,643	4,660

Project Development

The cash flows in the feasibility study to develop the Rubicon‐Pegasus‐Hornet mineral resources as an integrated operation with the currently operating Raleigh Underground mine are being updated. The EKJV parties are discussing commercial terms.

Exploration

A three dimensional model of the Kundana region showing all available data has been completed. In excess of thirty potential targets have been identified. The drill holes to explore all targets have been planned. The drilling schedule is being discussed.

Exploration – Other Areas

Seven Mile Hill (50%)

The potential for further exploration targets for drill testing within the Seven Mile Hill tenements are limited and discussions to farm out the tenements are continuing.

Resources andReserves

EKJV	MINERAL RESOURC	NCLUSIVE O	F ORERES	ERVEINSITU	EMAINING	ATJUNE3020	(subjecttoro	E IRdinrs)08ung erro
	ENTITLEMENT	MEAS	URED	INDICA	TED	INFER	RED	TOTA	L RESOU	RCE
	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
Raleih Undndgergrou
M16/157	12.5	105981,	18.8	60568,	10.9	41929,	11.4	208,478	15.0	100,690
5/9M193	12.5	378,900	25.6	827,019	18.0	87868,	9.6	1,293,787	19.7	818,307
Subtotal	12.5	484,881	24.1	887,587	17.5	129,797	10.2	1,502,265	19.0	918,997

Hot On Pitrnepe	12.25	136,000	3.3	63000,	3.7	130,000	2.5	329,000	3.1	32373,
Hot Undndrneergrou	12.25	-	-	505,000	13.5	266,000	10.9	1,00077	12.6	312,405
RubicUndndonergrou	12.25	-	-	96000,	22.5	228,000	12.4	324,000	15.4	160,342
Pes On Pitgasupe	12.25	-	-	-	-	9,000	4.4	9,000	4.4	1,273
Pes Undndgasuergrou	12.25	-	-	263,000	9.9	200,000	7.0	463,000	8.6	128,546

ineTotalMralResource		620,881	19.6	1,814,587	15.1	962,797	9.2	3,398,265	14.2	1,553,936
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MINERAL RESOURCESINCLUSIVEOF OREON STOCKPILE AT 30 JUNE 2008
	ENTITLEMENT	MEAS	URED	INDICATED		INFERRED		TOTAL RESOURCE
	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
Raleigh ROMPad	12.5	8,463	11.7	-	-	-	-	8,463	11.7	3,175
GrROnfieldsMPadee	25.0	150	10.0	-	-	-	-	150	10.0	48
Total		8,613	11.6	-	-	-	-	8,613	11.6	3,223
Rand'sEntitltemen	In situ	77270,	19.6	224,506	15.1	118267,	9.2	420,043	14.3	192655,
Insitkpile7836619.5224,50615.1118,2679.2421,13914.3193,064stu +oc,
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EKJVORERESERVES IN SITUREMAININGAT30JUNE2008(subjdinrs)ecttoroung erro
	ENTITLEMENT	PR	OVED	PROB	ABLE		PROVEDPROBABLE+
	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	(t)
Raleih Undndgergrou
M16/157	12.5	86298,	15.4	28339,	12.9	114636,	14.8	54551,
M15/993	12.5	411,334	21.1	875,836	13.3	1,287,171	15.8	654,312
Subtotal	12.5	497,632	20.1	904,175	13.3	1,401,807	15.7	708,863
Hot On Pitrnepe	12.25	135,000	3.3	45000,	4.0	180,000	3.5	20110,
Hot Undndrneergrou	12.25	-	-	596,000	9.6	596,000	9.6	183,954
RubicUndndonergrou	12.25	-	-	138,000	11.3	138,000	11.3	50136,
Pes Undndgasuergrou	12.25	-	-	167,000	9.3	167,000	9.3	50044,
insiTotalORetureserve		632,632	16.5	1,850,175	11.4	2,482,807	12.7	1,013,107
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ORE RESERVES INCLUSIVE OF OREON STOCKPILE AT 30 JUNE 2008
	ENTITLEMENT	PROV	ED	PROBAB	LE	PR	OVEDPROBABLE+
	(%)	(t)	(g/t)Au	(t)	(g/t)Au	(t)	(g/t)Au	(t)
Raleigh ROM	12.5	8,463	11.7	-	-	8,463	11.7	3,175
GrROnfieldsMee	25.0	150	10.0	-	-	150	10.0	48
Total		8,613	11.6	-	-	8,613	11.6	3,223
Rand'sEntitltemen	In situ	78742,	16.6	228,907	11.4	307,648	12.7	125878,
	Insitkpilestu +oc	79837,	16.5	228,907	11.4	308,744	12.7	126,287
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Notes totables:

• Thegold price used for Raleigh Resources was US$750/oz and for Raleigh Reserves was US$900/oz

The Resources andReserves for Hornet, Rubicon and Pegasus are those reported last year. The gold price was US$625/oz.

Under the EKJV legal documentation, Rand is entitled to a benefit for the use of EKJV capital to mine Raleigh ore located on M16/157, forming the extensions of the Raleigh Underground Ore Reserve within Kundana Gold Pty Limitedlease for payment of a Lease Fee.

Raleigh Ore mined from M15/993 & M16/157 is subject to an Ore Division Agreement whereby the Raleigh Ore is divided equally between Gilt Edged Mining NL (Barrick) and the R&T Group.

The directors submit their report on the Company and its controlled entities for the year ended 30 June 2008.

Directors

The names and details of the directors of the Company in office at any time during or since the end of the year are:

DirectorAppointedAgePositionExperience &ExpertiseOther currentDirectorships oflisted companies	Mr Otakar Demis29 November 198566Executive Chairman & Company SecretaryChairman and Company Secretary appointed in 1985 and is a private investor andbusinessman with several years experience as a Director of the Company and of TribuneResources NL since 1985.Executive Director & Company Secretary of Tribune Resources NL since 1990.
DirectorAppointed	Mr Anthony Billis22 January 2003
AgePosition	64Executive Director
Experience &Expertise	Mr Billis has over 25 years experience in gold exploration within the mining industry inWestern Australia. He has been involved in the exploration and development of theKundana project for over 20 years.
Other currentdirectorships oflisted companies	Executive Director of Tribune Resources NL since 2003.
Director	Mr Gordon Sklenka – BCom
Appointed	16 August 2004
Age	47
Position	Non‐Executive Director
Experience &	Mr Sklenka has worked in Chartered Accounting, Stockbroking and Corporate Advisory in
Expertise	both Perth and Sydney and has in excess of 15 years experience in corporate finance inthe resources and technology industries predominantly focusing on capital raisings, IPOs,acquisitions and project finance.
Other current	Non‐executive Director of Regal Resources Ltd since 2003, Tribune Resources NL since
directorships oflisted companies	2004, AXG Mining Ltd since 2005, Advance Energy since 2005, Vector Resources Ltd since2007 and Kilgore Oil and Gas Ltd since 2008.

Principal Activities

The principal activities of the Company during the year were exploration, development and production activities at the Company's East Kundana Joint Venture tenements.

Review of Operations

The activities of the Company were focused on the East Kundana Joint Venture Project. During the year processing of ore from the Raleigh Underground Mine continued at Higginsville Mining Pty Ltd's Greenfields plant on a toll treatment basis. A more detailed review of operations is contained in Review of Operations of this Annual Report.

Operating Results

The profit/(loss) of the consolidated entity after income tax was $2,154,654 [2007:$ 1,993,364]. The profit/(loss) of the parent entity after income tax was ($1,667,446) [2007: ($461,958)].

Changes in State of Affairs

Other than noted below during the course of the financial year ended 30 June 2008, there were no significant changes to the state of affairs of the Company.

Subsequent Events

Other than those listed below there have been no subsequent events since balance date which would have had a significant effect of the Company's financial position.

On 14 August 2008, Barrick (Kalgoorlie Limited), Rand Mining NL and Tribune Resources NL signed an Indicative Term Sheet for the development of the Rubicon Project which includes Rubicon, Hornet and Pegasus deposits. The development of Rubicon will add a second underground mine to the East Kundana Joint Venture and complement current gold production from the Raleigh Project.

The development is subject to revised cash flow projects and entry into formal agreements as approved by the Board of each of the participants.

Likely Developments

The Company intends to continue its exploration, development and production activities on its existing tenements and to acquire further suitable tenements for exploration as opportunities arise.

The Rubicon, Pegasus and Hornet Project is likely to start in the coming year.

Environmental Regulations

The Company is subject to and compliant with all aspects of environmental regulation of its exploration and mining activities. The directors are not aware of any environmental law that is not being complied with.

Dividends

No dividends have been paid by the Company during the year ended 30 June 2008 [2007: $Nil] nor have the directors recommended that any dividend be paid.

Directors' Meetings

The following table sets out the number of directors' meetings held during the financial year and the number of meetings attended by each director.

Director	Directors' meetings heldwhile a director	Number of directors'meetings attended
O Demis	10	10
A Billis	10	10
G Sklenka	10	10

Director's Shareholdings

As at the date of this report, the following represents shares and options held by directors in the Company.

		Ordinary Shares		Options over Ordinary Shares
	Direct	Indirect	Direct	Indirect
O Demis	3,200	8,349,389	‐	1,000,000
A Billis	14,000	15,109,864	‐	2,000,000
G Sklenka	‐	8,317,364	1,000,000	‐

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:

Tribune Resources NL (holds 8,317,364 shares)

O Demis
A Billis
G Sklenka

Lake Grace Exploration Pty Ltd (holds 2,917,000 shares)

• A Billis

Sierra Gold Pty Ltd (holds 2,100,000 shares)

• A Billis

Resource Capital Ltd (holds 1,604,500 shares)

• A Billis

O Demis Super Fund (holds 32,025 shares)

• O Demis

Nimby (WA) Pty Ltd (holds 171,000 shares)

• A Billis

Remuneration Report (audited)

The Remuneration report is set out below.

The information provided in the Remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.

A. Principles used to determine the nature and amount of remuneration

Remuneration levels for directors, officers and senior managers of the consolidated entity are competitively set to attract and retain appropriately directors and senior executives.

The full Board determines remuneration packages provided for directors, officers and senior managers.

The Board, where appropriate, seeks independent advice on remuneration policies and practices, involving the remuneration packages and terms of employment.

The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders.

Fixed remuneration

Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds.

Remuneration levels are reviewed annually by the Board where applicable.

Performance‐linked remuneration

Performance‐linked remuneration is designed for rewarding executive directors, officers and senior management for their role in achieving corporate objectives and is directly linked to the creation of shareholder value.

This incentive is provided under terms and conditions determined at the time of issue by the Board.

Directors' fees

The Company pays directors' fees to both executive and non‐executive directors.

The current base remuneration was last reviewed with effect from 1 September 2006.

Non‐executive directors' fees are determined within an aggregate directors' fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $160,000 per annum and was approved by shareholders at the Company's 2005 Annual General Meeting.

The following fees have applied:

Base fees	From 1	Prior to 1
	January	January
	2007	2007
Chairman	$20,000	$20,000
Executive directors	$50,000	$36,000
Non‐executive directors	$20,000	$20,000

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

Informal performance evaluations for senior executives took place during the reporting period in accordance with disclosed processes.

B. Details of remuneration (audited)

Details of remuneration of directors and key management personnel (as defined in AASB124: Related Party Disclosures) of the consolidated entity are set out in the following table.

The key management personnel of the Company and the consolidated entity includes the directors Anthony Billis, Otakar Demis and Gordon Sklenka and the following executive officers, who are also among the 5 highest paid executives of the consolidated entity.

Dr Ian Robertson General Manager (until 5 October 2008)
John Andrews Manager of Kalgoorlie Operations (from 25 January 2007)

2008		Short‐term benefits		Postemployment	Share basedpayment
	Cashsalaryand fees	Bonus	Non‐monetarybenefits	Super‐annuation	Options/shares	Total	Equitytotal %
	(A)	(B)	(C)	(D)	(E)		(F)
	$	$	$	$	$	$	$
Non‐Executive
Directors
G Sklenka	20,000	‐	‐	‐	354,350	374,350	94.66
Sub‐total	20,000	‐	‐	‐	354,350	374,350	94.66
Executive
Directors
A Billis	57,705	‐	51,505	45,194	708,700	863,104	82.11
O Demis	20,000	‐	‐	1,800	354,350	376,150	94.20
Sub‐total	77,705	‐	51,505	46,994	1,063,050	1,239,254	85.78
Other Key
Management
Personnel
I Robertson*	22,092	‐	‐	26,068	‐	48,160	‐
J Andrews	40,179	‐	‐	47,411	‐	87,590	‐
Sub‐total	62,271	‐	‐	73,479	‐	135,750	‐
Total	159,976	‐	51,505	120,473	1,417,400	1,749,354	81.02

Details of remuneration for the Company and the consolidated entity:

* From 1 July 2007 – 5 October 2007.

Details of remuneration for the Company and the consolidated entity:

2007	Short‐term benefits		Postemployment	Share basedpayment
	Cashsalaryand fees	Bonus	Non‐monetarybenefits	Super‐annuation	Options/shares	Total	Equitytotal %
	(A)	(B)	(C)	(D)	(E)		(F)
	$	$	$	$	$	$	$
Non‐Executive
Directors
W Jay	17,917	‐	‐	112	‐	18,029	‐
G Sklenka	20,000	‐	‐	‐	‐	20,000	‐
Sub‐total	37,917	‐	‐	112	‐	38,029	‐
Executive
Directors
A Billis	36,513	‐	47,586	42,102	‐	126,201	‐
O Demis	20,000	‐	‐	1,800	‐	21,800	‐
J Andrews	20,000	‐	‐	22,936	‐	42,936	‐
Sub‐total	76,513	‐	47,586	66,838	‐	190,937	‐
Other Key
Management
Personnel
I Robertson	47,276	‐	28,028	46,562	‐	121,866	‐
Sub‐total	47,276	‐	28,028	46,562	‐	121,866	‐
Total	161,706	‐	75,614	113,512	‐	350,832	‐

Note: The above table includes payments made to J Andrews whilst employed as a Director only.

Notes to the tables:

(A) Includes cash salary, director's fees and annual leave payouts;
(B) Cash bonuses paid during the year;
(C) Includes car and housing plus applicable fringe benefits payable on benefits;
(D) Superannuation payable in accordance with applicable legislation;
(E) The assessed fair value of the options at grant date is determined using a binomial lattice model that takes into account the exercise price, term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk‐free interest rate for the term of the option; and
(F) Represents the value of options included in remuneration as a percentage of total remuneration.

C. Service contracts

The consolidated entity has not entered into service agreements with any executive director.

Employment of executives is subject to 4 weeks' notice and are not subject to any termination payments other than those required by law.

Major provisions relating to remuneration are set out below:

A Billis, Managing Director

Term on‐going subject to re‐election at Annual General Meetings every 2 years.
Base salary, inclusive of superannuation, for the year ended 30 June 2008 of $102,898 to be reviewed annually by the board of directors. The Company also provides housing and motor vehicle benefits to Mr Billis.

O Demis, Company Secretary

Term on‐going subject to re‐election at Annual General Meetings every 2 years
Base salary, inclusive of superannuation, for the year ending 30 June 2008 of 21,800.

I Robertson, General Manager (until 5 October 2007)

Position made redundant effective 5 October 2007
Base salary, inclusive of superannuation, for the 3 months ended 5 October 2007 of $48,160. The Company also provided Mr Robertson with a company motor vehicle and some expense benefits.

J Andrews, Manager of Kalgoorlie Operations

Term on‐going commencing 25 January 2007.
Base salary, inclusive of superannuation for the year ended 30 June 2008 of $87,590.

D. Share based compensation

Options

The following options were issued to directors during the financial year:

Name	Numberof optionsvested	Number ofoptionsgranted	Value ofoptions atgrant date$	Remunerationconsisting ofoptions%	ExercisePrice pershare$	Expiry Date
Executive
A Billis	2,000,000	2,000,000	708,700	82.11	$0.60	29 August 2012
O Demis	1,000,000	1,000,000	354,350	94.20	$0.60	29 August 2012
Non‐executive
G Sklenka	1,000,000	1,000,000	354,350	94.66	$0.60	29 August 2012

In a general meeting held on 29 August 2007, shareholders approved the grant of 4,000,000 options to directors. The options are exercisable at a price of 60 cents on or before 29 August 2012. The actual options were issued 26 October 2007; however in accordance with AASB 2 Share Based Payments, the independent valuations using the binomial lattice model, have been determined using a grant date of 29 August 2007, which is the date when shareholder approval was obtained.

The following terms and conditions of the grants made during the financial year are as follows:

Grant date	Number ofinstruments	Vesting conditions	Contractual life of options
29 August 2007	4,000,000	Options are exercisable at $0.60 and expireon 29 August 2012.	5 years

Fair value of share options and assumptions for the financial year:

	Options granted 29August 2007
Fair value at grant date	$1,417,400
Share price	$0.56
Exercise price	$0.60
Expected volatility (expressed as weighted average volatility used in the modellingunder binomial lattice model)	90%
Option life (expressed as weighted average volatility used in the modelling underbinomial lattice model)	3.75 years
Expected dividends	Nil
Risk‐free interest rate (based on government bonds)	6.15%

The options above were not exercised during the year.

E. Additional Information

Principles Used to Determine the Nature and Amount of Remuneration: Relationship between Remuneration and Company Performances

Due to the nature and size of the Company the level of remuneration is aligned with market conditions of persons holding similar positions in similar mining and exploration companies. The level of remuneration is reviewed annually by the Board and the process consists of a review of Company and individual performance, and relevant comparative remuneration in the market.

Proceedings on behalf of the Company

The Company was not a party of any proceedings during the year.

Share Options

Unissued ordinary shares of the Company under option at the date of this report are as follows:

	Number	Exercise Price	Expiry Date
Unlisted Options	500,000	$1.00	1 October 2010
Unlisted Options	4,000,000	$0.60	29 August 2012

During the year no options expired, 4,000,000 options were issued [2007: nil] and no options were exercised.

Insurance and Indemnity of Officers

During the year the Company paid an insurance premium in respect of a Directors' and Officers' Liability Insurance Contract. The insurance premium relates to liabilities that may arise from an officers' position with the exception of insolvency, conduct involving a wilful breach in relation to the Company ; or a contravention of section 182 or 183 of the Corporations Act 2001, an entity that is involved in any joint venture or, partnership or enterprise carried on in common with the Company, Outside Directorships, any Outside Entity or Non Profit Outside Entity or any vehicle or entity established to conduct such joint venture partnership or enterprise. The officers covered by the contract of insurance are the directors and officers of the Company.

The contract of insurance prohibits the disclosure of the nature of the liabilities and the amount of premium.

Non‐Audit Services

During the year the entities related to the Company's auditor, Grant Thornton (WA) Partnership, have performed certain other services in addition to their statutory duties.

The Board has considered the non‐audit services provided during the year and is satisfied that the provision of those non‐audit services is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

All non‐audit services were subject to corporate governance procedures adopted by the Company and have been reviewed by the Board to ensure they do not impact with the integrity and objectivity of the auditor; and
The non‐audit services provided to no underestimate the general principles relating to auditor independence as set out in the Professional Statement FI, as they did not involve reviewing or auditing the auditors' own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.

Details of the amounts paid to the auditor of the Company, Grant Thornton (WA) Partnership during the year are set out below.

	Consolidated
	2008$	2007$
Statutory audit
‐ audit and review of financial reports	40,000	36,000
Services other than statutory audit
‐ taxation services	20,457	1,310

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 19.

Auditor

Grant Thornton (WA) Partnership continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors.

_____________________________

A Billis Director

Perth, Western Australia 25 September 2008

Grant Thomton (WA) Parh€Bhip ABN: 17 735 3,14 518 Level 1 10 Kings Park Road West Perth WA 6005 PO BOX 570 West Perth WA 6872 T +61 894802000

F +61 8 9922 7787 E [email protected] W www.grantthonton.com.au

DECLARATIO}I TO THE DIRECTORS OF RAND MINING NL

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Rand Mining NL for the year ended 30June 2008, I declare that to the best of my knowledge and belief, there have been:

a No contraventions of the auditor independence requfuements of the Corporations Act20O1 in relation to the auditl and
b No contraventions of any applicable code of professional conduct in relation to the audit.

Gtrr-,s t!^,r*Jr-^ CrntX> e*"<-"[,*lC

GRANT THORNTON (WA) PARTNERSHIP Chartered Accountents

t lll t/| tJ'urt .

P WWARR Parhet

Perth, 25 September 2008

Lidility limited by a scheme approvd undet Prcfessional Standards Legislation.

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Corporate Governance

The Board of Directors of Rand Mining NL is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Rand Mining NL on behalf of the shareholders by whom they are elected and to whom they are accountable.

Rand Mining NL's Corporate Governance Statement is structured with reference to the Corporate Governance Council's principles and recommendations (2nd edition), which are as follows:

Principle 1	Lay solid foundations for management and oversight
Principle 2	Structure the board to add value
Principle 3	Promote ethical and responsible decision‐making
Principle 4	Safeguard integrity in financial reporting
Principle 5	Make timely and balanced disclosure
Principle 6	Respect the rights of shareholders
Principle 7	Recognise and manage risk
Principle 8	Remunerate fairly and responsibly

Rand Mining NL's corporate governance practices were in place throughout the year ended 30 June 2008 and were fully compliant with the Council's best practice recommendations, unless otherwise stated.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate or special committees at this time.

During the financial year the Company has complied with each of the 8 Essential Corporate Governance Principles and the corresponding Best Practice Recommendations, other than in relation to the matters specified below:

	Recommendation	Rand's current practice
1.1	Formalise and disclose functions reserved to the boardand those delegated to management.	Satisfied. Board charter available at:www.randmining.com.au.
2.1	A majority of the board should be independentdirectors.	Not satisfied. The Board has considered this andbelieves that the structure is effective for the currentrange of duties of the Board to be properlydischarged.
2.2	The chairperson should be an independent director.	Not satisfied. The Board believes that the Chairman,Mr Otakar Demis, brings quality and independentjudgement to all relevant issues falling within thescope of the role of Chairman.
2.3	Roles of chairperson and CEO should not be exercisedby same person.	Satisfied.
2.4	The board should establish a nomination committee.	Not Satisfied. The Board considers that the Companyis not currently of a size to justify the formation of anomination committee. The Board as a wholeundertakes the process of reviewing the skill base andexperience of existing Directors to enableidentification or attributes required in new Directors.
2.5	Report in Annual Report on:
	skills, experience and expertise relevant to the positionof director held by each director.	Satisfied. Included in Directors' Report.
	names of the independent directors and materialitythresholds.	Satisfied. Included in Directors Report.

	whether there is a procedure agreed by the board fordirectors to take independent advice at the expense ofthe company.	Each director has a right to seek independentprofessional advice at the Company's expense.However, prior approval of the Chairman is required,which is not unreasonably withheld.
	term of office held by each existing director.	Satisfied. Included in Directors' Report.
	names of members of nomination committee andattendance	No nomination committee has been established –refer 2.4 above.
3.1	Establish a code of conduct	Satisfied. Code of conduct available atwww.randmining.com.au.
3.2	Disclose policy concerning trading in company'ssecurities by directors, officers and employees involvedin material transactions or privy to material information.	Satisfied. Trading in securities policy available atwww.randmining.com.au .
4.1	The board should establish an audit committee.	Not Satisfied. The Board believes that the Company isnot of a size, nor is its financial affairs of suchcomplexity to justify the formation of an auditcommittee. The Board as a whole undertakes thefunctions normally associated with an auditcommittee.
4.2	Structure the audit committee so that it consists of onlynon‐executive directors, a majority of independentdirectors and the chairperson is independent and notthe chair of the board and it has at least three members.	Not Satisfied. Refer 4.1.
4.3	The audit committee should have a formal charter.	Not Satisfied. Refer 4.1.
5.1	Establish and disclose written policies and proceduresdesigned to ensure compliance with ASX Listing Ruledisclosure requirements and to ensure accountability atsenior management level for that compliance.	Satisfied. Continuous disclosure policy available atwww.randmining.com.au.
6.1	Design and disclose a communications policy topromote effective communication with shareholdersand encourage effective participation at generalmeetings.	Satisfied. Communications with shareholders policyavailable at: www.randmining.com.au.
7.1	The board or appropriate board committee shouldestablish and disclose policies for the oversight andmanagement of material business risks.	Satisfied. Risk Management Policy available at:www.randmining.com.au.
7.2	The board should require management to design andimplement the risk management and internal controlsystem to manage the company's material business risksand report to it on whether those are beingmanagement effectively. The board should disclose thatmanagement has reported to it as to the effectivenessof the company's management of its material businessrisks.	Satisfied.

7.3	The board should disclose whether it has receivedassurance from the chief executive officer (orequivalent) and the chief financial officer (or equivalent)that the declaration provided in accordance with 295Aof the Corporations Act is founded on a sound system ofrisk management and internal control and that thesystem is operating effectively in all respects in relationto financial reporting risks.	Satisfied. Included in Directors Report.
8.1	The board should establish a remuneration committee.	Not satisfied. The Board considers that at theCompany's stage of development no benefits orefficiencies are to be gained by delegating thisfunction to a separate committee.The Board reviews the remuneration packages andpolicies applicable to the managing director, seniorexecutives and non‐executive directors on an annualbasis. Remuneration levels are competitively set toattract the most qualified and experienced directorsand senior executives. Where necessary the boardobtains independent advice on the appropriatenessof remuneration packages.
8.2	Companies should clearly distinguish the structure of	Satisfied. Included in Directors' Report.

non‐executive directors' remuneration from that of executive directors and senior executives.

Structure of the Board

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors' Report.

Ethical Standards

All Directors and employees are expected to act with the utmost of integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

Conflict of Interest

In accordance with the Corporation Act 2001, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists the Director concerned is unable to vote at the meeting.

Directors Dealings in Company Securities

The Constitution permits Directors to acquire securities in the Company. In accordance with the provisions of the Corporations Act 2001 and the Listing Rules of the Australian Stock Exchange, the Company on behalf of the Directors must advise the Australian Stock Exchange of any transactions conducted by them in shares and/or options in the Company.

Nomination Committee

The role of the Nomination Committee has been assumed by the full Board. The size and scope of the Company's activities does not justify the establishment of such a Committee. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process for selection and review is stringent and full details of all Directors are provided to shareholders in the annual report and on the web.

Audit Committee

The Company does not have an Audit Committee. The role of the Audit Committee has been assumed by the full Board. The role of the Audit Committee has been assumed by the full Board.

Performance Evaluation

During the financial year an evaluation of the Board and its members was not formally carried out. To date, there has been no formal process in place for performance evaluation.

Company's Remuneration Policies

The board policy is to remunerate directors at market rates for time, commitment and responsibilities. The board determines payments to the directors and reviews remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of directors' fees that can be paid is subject to approval by shareholders in general meeting, from time to time.

Full details of the objective and structure of directors remuneration is provided in the Remuneration Report in the Directors' Report.

Rand Mining NL Income Statements for the year ended 30 June 2008

		Consolidated		Rand Mining NL
	Note	2008$	2007$	2008$	2007$
Revenues from operations	5	13,512,316	11,137,384	‐	‐
Other Income/(expenses)	6	(1,112)	20,940	‐	‐
Share of net profits of equity accounted
investment		1,034,299	‐	‐	‐
Changes in inventories of finished
goods and work in progress		(846,739)	(500,623)	‐	‐
Employee benefits expense		(1,818,718)	(497,491)	(1,803,714)	(461,248)
Depreciation and amortisation expense	7	(319,169)	(1,452,394)	‐	‐
Impairment exploration expenditure		(67,502)	(136,877)	‐	‐
Finance cost expenses	7	(1,253,451)	(297,824)	‐	‐
Doubtful debts	7	‐	(10,438)	‐	‐
Administrative expenses		(289,911)	(447,970)	(443)	(710)
Management fees		(206,614)	(109,716)	‐	‐
Mining expenses		(4,033,150)	(3,471,827)	‐	‐
Processing expenses		(1,065,612)	(872,077)	‐	‐
Royalty expenses		(606,672)	(507,006)	‐	‐
Profit/(Loss) from operations before
income tax expense		4,037,965	2,854,081	(1,804,157)	(461,958)
Income tax (expense)/benefit	8	(1,883,311)	(860,717)	136,711	‐
					(461,958)
Net Profit/(Loss) after income tax	9	2,154,654	1,993,364	(1,667,446)
Earnings per share
Basic (cents per share)	30	5.31	4.91

Rand Mining NL Balance Sheet as at 30 June 2008

	Note	Consolidated			Rand Mining NL
		2008	2007	2008	2007
		$	$	$	$
Current Assets
Cash and cash equivalents	10	2,711,945	1,433,884	‐	‐
Trade and other receivables	11	94,225	100,320	‐	‐
Receivable from controlled entity		‐	‐	400,000	‐
Inventories	12	1,429,500	2,276,239	‐	‐
Total Current Assets		4,235,670	3,810,443	400,000	‐
Non Current Assets
Available for sale financial assets	13	895,949	10,712,176	‐	‐
Other financial assets	14	‐	‐	8,528,718	8,214,293
Investments accounted for using the
equity method	15	8,214,382	‐	‐	‐
Deferred tax asset	19	652,314	564,703	11,923	‐
Exploration and Evaluation	16	‐	‐	‐	‐
Mine Development	17	4,326,450	2,900,865	‐	‐
Property, Plant and Equipment	18	2,750,279	2,500,758	460,000	460,000

Total Non Current Assets		16,839,374	16,678,502	9,000,641	8,674,293
Total Assets		21,075,044	20,488,945	9,400,641	8,674,293
Current Liabilities
Trade and other payables	20	1,006,615	1,947,902	1,005,596	‐
Borrowings	21	4,673,423	3,618,478	‐	‐
Provisions	22	39,746	68,948	39,746	68,948
Total Current Liabilities		5,719,784	5,635,328	1,045,342	68,948
Non‐Current Liabilities
Provisions	22	341,325	338,755	‐	‐
Deferred tax liability	23	959,061	1,220,572	51,680	70,696
Total Non‐Current Liabilities		1,300,386	1,559,327	51,680	70,696
Total Liabilities		7,020,170	7,194,655	1,097,022	139,644
Net Assets		14,054,874	13,294,290	8,303,619	8,534,649
Equity
Contributed equity	25	11,453,559	11,453,559	11,453,559	11,453,559
Reserves	9	1,780,679	3,174,749	1,610,081	173,666
Accumulated profits/(losses)	9	820,636	(1,334,018)	(4,760,021)	(3,092,576)
Total Equity		14,054,874	13,294,290	8,303,619	8,534,649

Rand Mining NL Statements of Changes in Equity as at 30 June 2008

Consolidated
	Share CapitalOrdinary$	AccumProfits/(Losses)$	Reserves$	Total$
Balance at 1 July 2006	11,453,559	(4,654,538)	2,466,125	9,265,146
Employee share options issued	‐	‐	‐	‐
Available for sale financial assetsrevaluation increment	‐	‐	2,035,598	2,035,598
Reserves no longer required	‐	1,326,974	(1,326,974)	‐
Sundry amount written off	‐	182	‐	182
Asset revaluation	‐	‐	‐	‐
Profit for year	‐	1,993,364	‐	1,993,364
Balance at 30 June 2007	11,453,559	(1,334,018)	3,174,749	13,294,290

Balance at 1 July 2007	11,453,559	(1,334,018)	3,174,749	13,294,290
Employee share options issued	‐	‐	1,417,400	1,417,400
Available for sale financial assetsrevaluation increment	‐	‐	(2,678,619)	(2,678,619)
Share in revaluation decrement of equityaccounted investment	‐	‐	(151,868)	(151,868)
Asset revaluation reserve			19,017	19,017
Profit for year	‐	2,154,654	‐	2,154,654
Balance at 30 June 2008	11,453,559	820,636	1,780,679	14,054,874

Rand Mining NL

	Share CapitalOrdinary$	AccumProfits/(Losses)$	Reserves$	Total$
Balance at 1 July 2006	11,453,559	(3,744,559)	1,287,425	8,996,425
Reserves no longer required	‐	1,113,759	(1,113,759)	‐
Sundry amount written off	‐	182	‐	182
Asset revaluation	‐	‐	‐	‐
Profit/(loss) for year	‐	(461,958)	‐	(461,958)
Balance at 30 June 2007	11,453,559	(3,092,576)	173,666	8,534,649
Balance at 1 July 2007	11,453,559	(3,092,576)	173,666	8,534,649
Employee share options issued	‐	‐	1,417,400	1,417,400
Sundry amount written off	‐	‐	‐	‐
Asset revaluation	‐	‐	19,015	19,016
Profit/(loss) for year	‐	(1,667,445)	‐	(1,667,446)
Balance at 30 June 2008	11,453,559	(4,760,021)	1,610,081	8,303,619

Rand Mining NL Cashflow Statements as at 30 June 2008

	Note	Consolidated		Rand Mining NL
		2008$	2007$	2008$	2007$
Cash Flows from Operating
Activities
Receipts from customers		13,347,864	11,004,410	‐	‐
Finance costs		(4,486)	(260,228)	‐	‐
Payments to suppliers and
employees		(6,512,069)	(5,478,263)	(404,286)	(420,400)
Tax payments		(2,050,353)	56,893	‐	‐
Interest received		164,451	132,974	‐	‐
Net Cash provided by (used in)
Operating Activities	31	4,945,407	5,455,786	(404,286)	(420,400)
Cash Flows from Investing ActivitiesProceeds from sale of available for
sale financial assetsPayment for available for sale		‐	22,192	‐	‐
financial assetsPayment for exploration and		(1,414,949)	(363,204)	‐	‐
development		(1,806,510)	(1,350,941)	‐	‐
Payment for plant and equipment		(252,694)	(223,385)
Net Cash provided by (used in)
Investing Activities		(3,474,153)	(1,915,338)	‐	‐
Cash Flows from Financing
Activities
Loans by related entities		‐	‐	404,286	420,400
Loans repaid by related parties		‐	22,243	‐	‐
Loans to related parties		(10,000)	(21,460)	‐	‐
Loans repaid by other parties		10,000	268,933	‐	‐
Repayment of bank borrowings		(193,193)	(4,525,657)	‐	‐
Net Cash provided by (used in)
Financing Activities		(193,193)	(4,255,941)	404,286	420,400
Net Increase/ (Decrease) in Cash
and Cash Equivalents		1,278,061	(715,493)	‐	‐
Cash and cash equivalents at the
beginning of the financial year		1,433,884	2,149,377	‐	‐
Cash and Cash Equivalents at the
End of the Financial Year	10	2,711,945	1,433,884	‐	‐

1. Summary of Significant Accounting Policies

a) Basis of preparation

Rand Mining NL (the 'Company') is a company domiciled in Australia. The consolidated financial report of the Company for the financial year ended 30 June 2008 comprise the Company and its subsidiaries (together referred to as the 'consolidated entity') and the consolidated entity's interest in joint venture operations.

This general purpose financial report for reporting period ended 30 June 2008 has been prepared in accordance with Corporations Act 2001, Australian Accounting Standards, other pronouncements of the Australian Accounting Standards Board and the Australian Accounting Interpretations.

The functional currency of the consolidated entity is Australian dollars.

Compliance with IFRS

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply.

Historical cost convention

These financial statements have been prepared under the prepared under the historical cost convention, as modified by the revaluation of available‐for sale financial assets and financial assets and liabilities (including derivative instruments) at fair value through profit or loss.

b) Principles of consolidation

i. Subsidiaries

A controlled entity is any entity controlled by Rand Mining NL whereby Rand Mining NL has the power to control the financial and operating policies of an entity so as to obtain benefits from its activities.

All inter‐company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

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

Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de‐consolidated from the date that control ceases.

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

ii. Associates

Associates are all entities over which the consolidated entity has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of voting rights. Investments in associates are accounted for in the parent entity financial statements using the cost method and in the consolidated financial using the equity method of accounting, after initially being recognised at costs. (refer to note 15 and note 35).

The consolidated entity's share of its associates' post‐acquisition profit or losses is recognised in the income statement, and its share of post‐acquisition movement in reserves is recognised in reserves. The cumulative post‐ acquisition movements are adjusted against the carrying amount of the investment.

When the consolidated entity's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long‐term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of its associates.

Unrealised gains on transactions between the consolidated entity and its associates are eliminated to the extent of the consolidated entity's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

iii. Joint ventures

The proportionate interest in the assets, liabilities and expenses of a joint venture activity have been incorporated in the financial statements under the appropriate headings. Details of the joint venture are set out in note 26.

c) Segment Reporting

A segment is a distinguishable component of the consolidated entity that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.

d) Foreign Currency Transactions and Balances

Functional and presentation currency

The functional currency of each of the entities within the consolidated entity is measured using the currency of the primary economic environment in which that entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year‐end exchange rate. Non‐ monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non‐monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translations of non‐monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.

Group companies

The financial results and position of foreign operations whose functional currency is different from the consolidated entity's presentation currency are translated as follows:

(i) Assets and liabilities are translated at year‐end exchange rates prevailing at that reporting date.
(ii) Income and expenses are translated at average exchange rates for the period.
(iii) Retained profits are translated at the exchange rates prevailing at the date of the transaction.
(iv) Exchange differences arising on translation of foreign operations are transferred directly to the consolidated entity's foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.

e) Revenue recognition

Revenue from the sale of goods is recognised in the Income Statement when the significant risks and rewards of ownership have been transferred to the buyer.

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

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement. All revenue is stated net of the amount of goods and services tax (GST).

f) Income Tax

The consolidated 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 non‐assessable or disallowed items.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

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.

g) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the consolidated entity are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

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 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 and amortised on a straight‐line basis over the life of the lease term.

h) Impairment of Assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changed in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Impairment calculations assumptions include life of mine plans based on prospective reserves and resources, management's estimate of the future gold price, based on current market price trends, and a pre‐tax discount rate adjusted for project risk. It is therefore reasonably possible for changes to occur which may affect the recoverability of mining assets.

i) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short‐term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short‐borrowings in current liabilities on the balance sheet.

j) Inventories

Inventories are measured at the lower of cost and net realisable value after appropriate allowances for redundant and slow moving stocks. Net realisable value tests are performed at least annually and represent the estimated future sales price of the product based on prevailing gold prices, less estimated costs to complete production and bring the product to sale.

Cost is determined on the following basis:

Gold on hand is valued on an average total production cost method.
Ore stockpiles are valued at the average cost of mining and stockpiling the ore, including haulage.
A portion of related depreciation and amortisation charge is included in the cost of inventory.

k) Investments and other financial assets

Classification

The Company classifies its investments in the following categories; loans and receivables, available‐for‐sale financial assets and other financial assets. The classification depends on the purpose for which the investments were acquired.

Loans and receivables

Loans and receivables are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classified as non‐current assets. Loans and receivables are included in trade and other receivables in the balance sheet (notes 11).

Available‐for‐sale financial assets

Available‐for‐sale financial assets, comprise principally of marketable equity securities, are non‐derivatives that are either designated in this category or not classified in any of the other categories. They are included in non‐

current assets unless management intends to dispose of the investment within 12 months of the balance sheet date. Refer to note 13.

Other financial assets

Other financial assets comprises of investments in controlled entities. As there is no repayment plan this loan is considered an investment in the subsidiary of the Company. Refer to note 14.

Recognition and de‐recognition

When securities classified as available‐for‐sale are sold, the accumulated fair value adjustments recognised in equity are included in the income statement as gains and losses from investment securities.

Subsequent measurement

Loan and receivables are carried at amortised cost using the effective interest method.

Available‐for‐sale financial assets are carried at fair value. Changes in the value of securities classified as available‐ for‐sale are recognised in equity.

l) Exploration and Evaluation Costs

Exploration expenditure which is regarded as not being able to produce recoverable resources will be written off in the period in which it is incurred.

m) Mine Development Costs

Capitalised mine development costs include expenditures incurred to develop new ore bodies to define further mineralization in existing ore bodies, to expand the capacity of a mine and to maintain production. Mine development also includes costs transferred from exploration and evaluation phase once production commences in the area of interest.

Amortisation of mine development is computed by the units of production basis over the estimated proved and probable reserves. Proved and probable mineral reserves reflect estimated quantities of economically recoverable reserves which can be recovered in the future from known mineral deposits. These reserves are amortised from the date on which production commences. The amortisation is calculated from recoverable proven and probable reserves and a predetermined percentage of the recoverable measured, indicated and inferred resource. This percentage is reviewed annually.

Restoration costs expected to be incurred are provided for as part of development phase that give rise to the need for restoration.

n) Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation or amortisation and impairment losses.

Property

Freehold land and buildings are held at fair value, less accumulated depreciation for buildings.

Plant and equipment

Plant and equipment are measured on the cost basis less accumulated depreciation and impairment losses.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all non‐mining related fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate
Buildings 2.5%
Plant and equipment 15 – 37.5%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

o) Mining Plant and Equipment and Capital Work in Progress

Mining plant and equipment and capital work in progress is carried at cost which includes acquisition, transportation, installation, and commissioning costs. Costs also include present value of decommissioning costs and finance charges capitalized during the construction period where such expenditure is financed by borrowings. Costs are not depreciated until such time as the asset has been completed ready for use.

If there is indication that the recoverable amount is less than its carrying value, the recoverable amount is estimated and an allowance is made for the impairment in value.

Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the consolidated entity, and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation of assets is calculated to allocate the cost of each asset to its residual value over its estimated useful life for those assets not amortised on the units of production basis.

The assets residual value and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.

p) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowing using the effective interest method.

Borrowings are classified as current liabilities unless the consolidated entity has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

q) Borrowing Costs

Borrowing costs incurred for the construction of any qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed.

r) Provisions

Provisions are recognised when the consolidated entity has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

s) Employee Benefits

Provision is made for the Company's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on‐costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

t) Earnings per Share

Basic earnings per share

Basic earnings per share is determined by dividing the profit from ordinary activities after income tax by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking the amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial year.

u) Site Rehabilitation

In accordance with the consolidated entity's environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land, is recognised when the land is contaminated.

The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements and technology. Future restoration costs are reviewed annually and any changes are reflected in the present value of the restoration provision at the end of the reporting period

The amount of the provision for future restoration costs is capitalised and is depreciated in accordance with the policy set out under note 3(b). The unwinding of the effect of discounting on the provision is recognised as a finance cost.

v) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance

sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

w) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

x) Share Based Payment

The consolidated entity may provide benefits to employees (including directors) of the consolidated entity in the form of share‐based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity‐settled transactions').

No expense is recognised in respect of options granted before 7 November 2002 and/or vested before 1 January 2005. The shares are recognized when the options are exercised and the proceeds received allocated to share capital.

The fair value of options granted after 7 November 2002 and vested after 1 January 2005 is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employee become unconditionally entitled to the options.

The cost of these equity‐settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined using a binomial lattice model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The fair value of the options granted is adjusted to reflect market conditions, but excludes the impact of any non‐ market vesting conditions. Non‐market vesting conditions, if any, are included in assumptions about the number of options likely to be exercisable.

Upon exercise of the options, the balance of the share‐based payments reserve relating to those options is transferred to share capital and the proceeds received, net of any transaction costs, are credited to issued capital.

y) New standards and interpretations not yet adopted.

The following standards, amendments to standards and interpretations have been identified as those which may impact the Company in the period of initial application. They are available for early adoption at 30 June 2008, but have not been applied in preparing this financial report: There is no material impact in relation to adopting these standards.

(i) AASB 123 (revised Jun 2007) ‐ Borrowing Costs

Applicable for periods commencing on or after 1 January 2009. The transitional provisions of this standard only require capitalisation of borrowing costs on qualifying assets where commencement date for capitalisation is on or after 1 January 2009. As such, there will be no impact on prior financial statements when this standard is adopted.

(ii) AASB 3 (reissued March 2008) ‐ Business Combinations

Applicable to business combinations where the acquisition date is on or after the beginning of the first reporting period that commences 1 July 2009 or later. As there is no requirement to retrospectively restate comparative amounts for business combinations undertaken before this date, there is unlikely to be any impact on the financial statements when this revised standard is first adopted.

However, due to the nature of some of the changes in the revised standard, business combinations that the entity undertakes after this date may in future impact negatively on the results of the entity. For example, acquisition costs will have to be expensed instead of being recognised as part of goodwill.

Specific changes in respect of step acquisitions and sell downs may introduce situations whereby adopting the revised standard may improve profitability.

Also, deferred tax assets that do not satisfy recognition criteria when a business combination is initially accounted for, but do subsequently qualify for recognition post acquisition date, will be recognised as a credit to the income statement and there will be no consequential write‐down of goodwill for a similar amount, provided that the deferred tax assets are recognised outside the initial measurement period of 12 months from acquisition date.

(iii) AASB 127 (reissued March 2008) ‐ Consolidated and Separate Financial Statements

Applicable to periods commencing on or after 1 July 2009. As there is no requirement to retrospectively restate the effect of these revisions, there is unlikely to be any impact on the financial statements when this revised standard is first adopted.

(iv) AASB 2008‐3 (issued March 2008) Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127 [AASB 1, AASB 2, AASB 4, AASB 5, AASB 7, AASB 101, AASB 107, AASB 112, AASB 114, AASB 116, AASB 121, AASB 128, AASB 131, AASB 132, AASB 133, AASB 134, AASB 136, AASB 137, AASB 138, AASB 139, Interpretation 9 and Interpretation 107]

(v) AASB 2008‐1 (issued February 2008) – Amendments to AASB 2 – Share‐based Payments – Vesting Conditions and Cancellations.

Applicable to periods commencing on or after 1 January 2009. To date the entity has not issued any options to employees that include non‐vesting conditions and as such there will be no impact on the financial statements when this revised standard is adopted for the first time.

(vi) AASB Interpretation 11 (issued Feb 2007) – AASB 2 – Group and Treasury Share Transactions

Applicable to periods commencing on or after 1 March 2007. There will be no impact because at the reporting date the entity has not issued any equity instruments to employees of subsidiaries.

(vii)1AS27, IAS 18 and IAS 36 (issued May 2008) – Consolidated and Separate Financial Statements, Revenue and Impairment of Assets.

Applicable to periods commencing on or after 1 January 2009. There will be no impact as these requirements are only required to be applied prospectively for periods commencing on or after 1 January 2009. However, any pre‐ acquisition dividends received after this date may result in additional impairment charges on investments in subsidiaries, associates and jointly controlled entities. This is because such amounts would previously have been written off directly against the cost of the investment, whereas in future they will be recognised as revenue which may result in the investment being stated at an amount exceeding recoverable amount.

(viii)IAS 27 (issued May 2008) – paragraphs 38B and 38C

Applicable to periods commencing on or after 1 January 2009. There will be no impact as these requirements are only required to be applied prospectively to reorganisations occurring in annual periods commencing on or after 1 January 2009.

(ix) Improvements to IFRS (issued May 2008) – Improvements to IFRSs

i. IAS 27 ‐ Consolidated and separate Financial Statements. Applicable to periods commencing on or after 1 January 2009. This amendment will have no impact when this amendment is first adopted because the entity used the cost method under IAS 27 to account for its investment in subsidiaries, associates and jointed controlled entities which will continue to be measure under IFRS 5.
ii. IAS 23 Borrowing costs

Applicable for periods commencing on or after 1 January 2009. There will be no impact as these amendments merely clarify existing practice.

iii. IAS 36 Impairment of Assets Applicable for periods commencing on or after 1 January 2009. There will be no financial impact when these amendments are first adopted because these amendments relate to additional disclosure requirements only.
(x) AASB 8 (issued Feb 2007) Operating Segments

Applicable to periods commencing on or after 1 January 2009. As this is a disclosure standard only, there will be no impact on amounts recognised in the financial statements. However, disclosures required for the operating segments will be significantly different to what is currently reported (business and geographical segment).

(i) AASB 101 –(revised Sep 2007) – Presentation of Financial Statements

Applicable to annual reporting periods commencing on or after 1 January 2009. As this is a disclosure standard only. As this is a disclosure standard only, there will be no impact on amounts recognised in the financial statements. However, there will be various changes to the way financial statements are presented and various changes to names of individual financial statements.

2. Financial Risk Management

The consolidated entity's activities expose it to a variety of financial risks: market risk (including, interest risk and price risk) and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity.

Risk management is carried out by the Board under policies approved by the Board of Directors. The Board provides written principles for overall risk management, as well as policies regarding specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non‐derivative financial instruments and investment of excess liquidity.

a) Market risk

i. Foreign exchange risk

The consolidated entity does not operate internationally and is therefore not exposed to foreign exchange risk.

Foreign exchange risk arises from future transactions and recognised assets and liabilities denominated in a currency that is not the entity's function currency and net investments in foreign operations. The risk is measured using sensitivity analysis and cash flow forecasting.

Group sensitivity

The consolidated entity does not have a risk management policy in relation to this exposure.

ii. Price risk

The parent entity is exposed to equity securities price risks and bullion price risk. This arises from investments held by the consolidated entity and classified on the balance sheet as available‐for‐sale financial assets and bullion held as inventory.

If there was a 10% increase or decrease in market price of gold, the net realisable value of bullion on hand as reported in note 12 would increase/(decrease) by $182,081 [2007: $152,919] and the bullion in transit would increase/(decrease) by $55,128 [2007: nil].As gold on hand is held at cost there would be no impact on the profit/loss.

An increase or decrease in the market price of gold would also impact the Bullion loan from Tribune Resources NL. A 10% increase or decrease in the price of bullion would mean a $467,342 [2007: $342,528] increase/(decrease) in the carrying value of the loan. The profit/(loss) would be affected as below:

The impact of a 10% increase or decrease on capitalised interest and the movement on the bullion loan is summarised as follows:

	Impact on capitalisedinterest		Impact on movement inbullion loan
	2008	2007	2008	2007
	$	$	$	$
Bullion loan from Tribune Resources NL	34,580	27,749	90,233	23,989

The majority of the consolidated entity's investments are publicly traded and are listed on the ASX.

The table below summaries the impact of increases/decreases on equity for the consolidated entity for the year. The analysis is based on the assumption that the equity indexes increase/decreased by 10% [2007: 10%] with all other variables held constant and all the consolidated equity instruments moved according to the historical correlation with the index.

Index		Impact on Equity
	2008	2007
	$	$
ASX	89,595	1,071,217

The consolidated entity considers the impact on post‐tax profit to be immaterial.

The price risk for the unlisted securities is immaterial in terms of the possible impact on profit or loss or total equity. It has therefore not been included in the sensitivity analysis.

iii. Cash flow and fair value interest rate risk

The consolidated entity's main interest rate risk arises from cash equivalents and loans and other receivables with variable interest rates.

b) Credit risk

Credit risk is managed on a consolidated entity basis. Credit risk arises from cash equivalents and loans, derivatives financial instruments and deposits with banks and financial institutions.

The maximum exposure to credit risk at the reporting date is the carrying amount of the receivables as summarised in note 11. For some receivables the consolidated entity obtains agreements which can be called upon if the counterparty is in default under the terms of the agreement.

c) Liquidity risk

The consolidated entity manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradeable in highly liquid markets.

Financing arrangements

The consolidated entity had access to approximately 150 ounces of bullion in undrawn borrowing facilities at the reporting date.

Maturities of financial liabilities

The table below analyses the entity's financial liabilities. The amounts disclosed are based on estimated bullion production and estimated gold prices.

Group – at 30 June 2008	Less than6 months$	6 – 12months$	Between 1and 2 years$	Over 5years$	Totalcontractualcash flows	Carrying Amount(assets)/liabilities
Interest bearing
borrowings	‐	50,000	4,350,000	1,450,000	5,850,000	4,673,423

d) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement for disclosure purposes.

The fair value of financial instruments traded in active markets (such as available‐for‐sale securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the consolidated entity is the closing bid price.

The fair value of financial instruments that are not traded in an active market (for example, investments in unlisted companies or subsidiaries) is based on the carrying value less any impairment considered appropriate by the Board of Directors.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short‐term nature.

3. Critical accounting estimates and judgements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectation of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

a) Critical accounting estimates and assumptions

The consolidated entity makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year will be discussed below.

b) Critical judgements in applying the entity's accounting policies

The preparation of a financial report in conformity with AIFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Carrying value of Mining Plant & Equipment, Mining Infrastructure and Mine Development All mining assets (excluding mobile mining plant and equipment) are amortised using the unit of production (UOP) method where the mine operating plan calls for production from well defined Mineral Reserves.

The calculation of UOP rate of amortisation could be impacted to the extent that actual production in the future is different from the current forecast production based on proved and probable mineral reserves. This would generally result to the extent that there are significant changes in any of the factors or assumptions used in estimating mineral reserves. These factors could include:

Changes in proved and probable reserves;

The grade of mineral reserves may vary significantly from time to time;

Differences between actual commodity prices and commodity prices assumption;

Unforeseen operational issues at mine site;

Changes in capital, operating, mining, processing and reclamation costs, discount rates; and

Changes in mineral reserves could similarly impact the useful lives of the assets depreciated on a straight line basis, where those lives are limited to the life of the mine.

The recoverable amounts of cash generating units and individual assets have been determined based on the higher of value‐in‐use calculations and fair values. The calculations require the use of estimates and assumptions. It is reasonably possible that the gold price assumption may change which may then impact our estimated life of mine determination and may then require a material adjustment to the carrying value of tangible assets.

The consolidated entity reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared for future cash flows for each class of asset. Expected future cash flows used to determine the value in use of tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including reserves and production estimates, together with economic factors such as spot gold prices, discount rates, estimates of costs to produce reserves and future capital expenditure.

During the year ended 30 June 2008, there was an increase in the proven and probable reserves for the Raleigh Underground project, based on a review by Barrick.

The carrying amount of tangible assets at 30 June 2008 was $2,750,279 [2007:$2,500,758].

Provision for site rehabilitation

The consolidated entity's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. The consolidated entity recognises management's best estimate for assets retirement obligations in the period in which they are incurred. Actual costs incurred in the future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount of this provision. Such changes in Mineral Reserves could similarly impact useful lives of assets depreciated on a straight line basis, where those lives are limited to the life of mine.

The carrying amount of the rehabilitation obligation at 30 June 2008 was $341,325 [2007: $338,755].

Stockpiles, gold in process and gold bullion

Costs incurred in or benefits of the productive process are accumulated as stockpiles, gold in process, ore on leach pads and product inventory. Net realisable value tests are performed at least annually and represent the estimated future sales price of the product based on prevailing gold prices, less estimated costs to complete production and bring the product to sale.

Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing method.

The metallurgical balancing process is constantly monitored and the recovery estimates are refined based on reconciliations with actual results over time.

Gold in process is calculated in accordance with our Toll Processing Agreements which incorporate the standard metallurgical practices.

The carrying amount of inventories at 30 June 2008 was 1,429,500 [2007: $2,276,239].

Share‐based payment transactions

The consolidated entity measures the cost of equity settled share based payments at fair value at the grant date using the binomial lattice model taking into account the exercise price, the term of the option, the impact of dilution, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The total expenses in share based transactions for the year ended 30 June 2008 was 1,417,400 [2007: nil].

Increase in Reserves and Resources

The proved and probable Reserves and Resources were increased during the year, based on a review performed by the Joint Venture Managers Barrick Gold.

4. Segment information

During the year ended 30 June 2008, the consolidated entity operated within the mineral exploration industry in Australia and Angola. Due to the immaterial nature of its segment results and assets (less than 10% of total segment), the geographical segment is not considered as a reportable segment.

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
5. Revenue from operations
Sales revenue
‐ Sale of gold & silver	13,340,716	11,004,362	‐	‐
‐ Sundry	‐	48	‐	‐
	13,340,716	11,004,410	‐	‐
Other revenue
‐ Interest received	171,600	132,974	‐	‐
Total Operating Revenue	13,512,316	11,137,384	‐	‐


	Consolidated2008	2007	Rand Mining NL2008	2007
	$	$	$	$
6. Other Income

Net gain/(loss) on sale of available for salefinancial assets	(1,112)	20,940	‐	‐

7. Expenses
The profit/(loss) before income tax includes the
following specific expenses:

Depreciation and amortisationAmortisation ‐ mine development costs	315,996	803,343	‐	‐
Amortisation – borrowing set up costs	‐	98,461	‐	‐
Depreciation ‐ mining plant & equipment	(7,212)	537,735	‐	‐
Depreciation ‐ other plant and equipment	10,385	12,855	‐	‐
	319,169	1,452,394	‐	‐

Finance costs
Interest and finance charges paid or payable	351,120	537,718	‐	‐
Unrealised loss ‐ change in value of gold loan	902,331	(239,894)	‐	‐
	1,253,451	297,824	‐	‐
Doubtful debts
Bad debt	‐	21,459	‐	‐
Loans to related parties – reversal	‐	(11,021)	‐	‐
	‐	10,438	‐	‐
8. Income Tax Expense

A. Income tax expense/(benefit)
Current taxDeferred tax relating to origination and reversal	907,101	1,287,383	(124,788)	‐
of temporary differences	976,210	(426,666)	(11,923)	‐
	1,883,311	860,717	(136,711)	‐

B. Numerical reconciliation of income tax expense to prima facie tax payable

Profit from continuing operations before income

tax	4,037,965	2,854,081	(1,804,157)	‐
Tax at Australian tax rate of 30% (2007 – 30%)	1,211,389	856,224	(541,247)	‐
Non allowable items	671,922	4,493	404,536	‐
	1,883,311	860,717	(136,711)	‐
Tax assets not brought to account	‐	‐	‐	‐
Income tax expense/ (benefit) attributable to
entity	1,883,311	860,717	(136,711)	‐

The franking account balance at year end was $nil [2007: nil]

9. Reserves and Retained Profits	Consolidated		Rand Mining NL
Retained profits/(losses)	2008$	2007$	2008$	2007$
Accumulated losses at the beginning of the
financial year	(1,334,018)	(4,654,538)	(3,092,576)	(3,744,559)
Reserve no longer required	‐	1,326,974	‐	1,113,759
Sundry amount written off	‐	182	‐	182
Net profit/(loss) for the year	2,154,654	1,993,364	(1,667,446)	(461,958)
Accumulated losses at the end of the financial
year	820,636	(1,334,018)	(4,760,021)	(3,092,576)
Reserves
Available for sale financial assets reserve	170,597	3,001,083	191,281	‐
Asset revaluation reserve	191,282	172,266	‐	172,266
Capital reserve	‐	‐	‐	‐
Share based payments reserve	1,418,800	1,400	1,418,800	1,400
	1,780,679	3,174,749	1,610,081	173,666
Movements:
Available for Sale Financial Assets
Balance 1 July	3,001,083	965,485	‐	‐
Revaluation (net of tax)	368,861	2,035,598	‐	‐
Reversal of revaluations relating to investment in
associate – Tribune Resources NL	(3,047,480)	‐	‐	‐
Share of revaluation movement for investment
in associate	(151,867)	‐	‐	‐
Balance 30 June	170,597	3,001,083	‐	‐

Share Based Payments Reserve

Balance 1 JulyFair value of options issuedBalance 30 June	1,4001,417,4001,418,800	1,400‐1,400	1,4001,417,4001,418,800	1,400‐1,400
Capital Reserve
Balance 1 July	‐	1,326,974	‐	1,113,759
Transferred to Retained profits/(losses)	‐	(1,326,974)	‐	(1,113,959)
Balance 30 June	‐	‐	‐	‐
Asset Revaluation Reserve
Balance 1 July	‐	‐	172,266	172,266
Adjustment to Deferred tax liability	‐	‐	19,015	‐
Balance 30 June	‐	‐	191,281	172,266

Nature and Purpose of Reserves

Available for sale financial assets reserve

Changes in the fair value and exchange differences arising on the translation of investments, such as equities, classified as available‐for‐sale financial assets, are taken to the available‐for‐sale investments revaluation reserve. Amounts are recognised in profit and loss when the associated assets are sold and impaired.

Asset revaluation reserve

The asset revaluation reserve is used to record increments/decrements on the revaluation of property, plant and equipment to fair value.

Capital reserve

The capital reserve is used to record increments/decrements in capital expenditure. The Directors of the Company concluded that the Capital Reserve is no longer required.

Share based payments reserve

The share based payments reserve is used to recognise the fair value of options issued.

10. Cash and Cash Equivalents

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Current cash at bank	2,588,220	1,336,619	‐	‐
Deposits at call	123,725	97,265	‐
	2,711,945	1,433,884	‐	‐

Reconciliation to cash at the end of the year

The above figures were reconciled to cash at the end of the financial year as shown in the Cash Flow Statement as follows:

	Balances per statement of Cash Flows	2,711,945	1,433,884	‐	‐
--	--------------------------------------	-----------	-----------	---	---

Cash at bank

Interest rate risk exposure

The consolidated entity's exposure to interest rate risk is discussed in note 2.

Cash at bank bears fixed interest of 7.00% [2007: 4.50%]

11. Trade and Other Receivables

	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2006$
Current
Trade and other receivables	124,225	130,320	‐	‐
Provision for impairment of receivables	(30,000)	(30,000)	‐	‐
	94,225	100,320	‐	‐

a) Impaired trade receivables

As at 30 June 2008 current trade receivables of the consolidated entity with a nominal value of $30,000 [2007: $30,000] were impaired. The amount of the provision was $30,000 [2007: $30,000]. The impairment relates to a loan made which is unlikely to be repaid.

The aging of these receivables are as follows:

	Consolidated
	2008	2007
	$	$
1 to 3 months	64,225	‐
3 to 6 months	‐	‐
Over 6 months	30,000	30,000

Movements in the provision for impairment of receivables are as follows:

	Consolidated
	2008	2007
	$	$
At 1 July	30,000	30,000
Provision for impairment recognised during the year	‐	‐
	30,000	30,000

12. Inventories

		Consolidated		Rand Mining NL
	2008$		2008$	2007$
Current Assets		$
Ore stockpiles – at cost	219,779	1,416,401	‐	‐
Gold on hand‐at cost	932,941	859,838	‐	‐
Gold in transit	276,780	‐	‐	‐
	1,429,500	2,276,239	‐	‐

Gold on hand at 30 June 2008 has a net realisable value of $1,820,810 [2007: $1,113,211] measured at spot rate of $964.34 [2007:$765.62].

Gold in transit had a net realisable value of $551,283 [2007: nil] measure at spot rate of $964.34.

13. Available for Sale of Financial Assets

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Non‐Current
At beginning of the year	10,712,176	8,322,022	‐	‐
Additions	1,414,950	361,103	‐	‐
Disposals	(1,100)	(6,037)	‐	‐
Transfer to investment accounted for using equity	(10,379,444
method (note 15)	)	‐	‐	‐
Revaluation increment/(decrement)	(850,633)	2,035,088	‐	‐
Balance as at 30 June	895,949	10,712,176	‐	‐
Listed Securities
Equity Securities	895,949	10,712,164	‐	‐
Unlisted Securities
Equity Securities	‐	12	‐	‐
	895,949	10,712,176	‐	‐

Unlisted Securities

Unlisted securities are traded in inactive markets. They are carried at cost at initial recognition. An impairment loss amounting to $nil [2007: $ nil] in respect of an unlisted security was recognised during the year.

Impairment and risk exposure

All available‐for‐sale financial assets are denominated in Australian currency. For an analysis of the sensitivity of available‐for‐sale financial assets to price and interest risk rate refer to note 2.

14. Other Financial Assets

	Consolidated			Rand Mining NL
	2008$	2007$		2008$	2007$
Non‐Current
Investment in controlled entities	‐		‐	538,161	538,161
Loan to controlled entities	‐		‐	8,390,557	7,676,132
Receivable from controlled entity	‐		‐	(400,000)	‐
	‐		‐	8,528,718	8,214,293

These financial assets are carried at cost. As there is no current repayment plans this loan is considered to be an investment in the subsidiary of the Company.

Investments in controlled entities

CountryOfName	Incorporation	%Ordinary SharesCarrying ValueOwnedOf Investment				Contribution ToConsolidated OperatingProfit/(Loss) AfterIncome Tax
		2008	2007	2008$	2007$	2008$	2007$
Rand ExplorationN.L.	Australia	100	100	538,161	538,161	(1,667,446)	(461,958)
Pan AfricanMining Ltd	Angola	100	100	‐	‐	‐	‐

15. Investments accounted for using the equity method

	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2007$
Shares in associate – Rand Mining NL (note 35)	8,214,382	‐	‐	‐
	8,214,382	‐	‐	‐

Shares in associates (note 13)

Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting and carried at cost by the parent entity [refer to note 35].

16. Exploration and Evaluation Costs

	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2007$
Balance at 1 July	‐	‐	‐	‐
Costs incurred during the year	67,502	136,877	‐	‐
Costs written off	(67,502)	(136,877)	‐	‐
Balance at 30 June	‐	‐	‐	‐

The recoverability of the carrying amount of the exploration and evaluation assets is dependent upon the successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

17. Mine Development Costs

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Balance at 1 July	7,444,336	6,164,612	‐	‐
Costs incurred during the year	1,741,581	1,279,724	‐	‐
Balance as 30 June	9,185,917	7,444,336	‐	‐
Accumulated depreciation
Balance as 1 July	(4,543,471)	(3,740,128)	‐	‐
Charge for the year	(315,996)	(803,343)	‐	‐
Balance at 30 June	(4,859,467)	(4,543,471)	‐	‐
Net Book Value	4,326,450	2,900,865	‐	‐

18. Property, Plant and Equipment

		Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Non Current
Freehold land and buildings
At valuation	460,000	460,000	460,000	460,000

Plant and equipment
At cost	3,607,255	3,352,581	59,249	59,249
Accumulated amortisation/depreciation	(1,349,349)	(1,346,174)	(59,249)	(59,249)

	2,257,906	2,006,407	‐	‐

Construction work in progress – at cost	32,373	34,351	‐	‐

Total net book amount	2,750,279	2,500,758	460,000	460,000
Total Cost	4,099,628	3,846,932	519,249	519,249
Total Accumulated Depreciation	(1,349,349)	(1,346,174)	(59,249)	(59,249)
Net book amount	2,750,279	2,500,758	460,000	460,000

A. Movement in Property, Plant & Equipment:

	Consolidated
	Year Ended 30 June 2008
	Land andOther Plant andMining Plant andConstruction
	Buildings	Equipment	Equipment	Work in
				Progress
Opening net book amount	460,000	48,076	1,958,331	34,351	2,500,758
Additions	‐	1,422	164,195	101,502	267,119
Revaluation	‐	‐	‐	‐	‐
Transfers	‐	‐	103,480	(103,480)	‐
Depreciation and
amortisation expense	‐	(10,386)	(7,212)	‐	(17,598)
Closing net book amount	460,000	39,112	2,218,794	32,373	2,750,279

	Rand Mining NLYear Ended 30 June 2008
	Land andBuildings	Other Plant andEquipment	Mining Plant andEquipment	Construct‐ionWork inProgress	Total
Opening net book amount	460,000	‐	‐	‐	460,000
Additions	‐	‐	‐	‐	‐
Revaluation	‐	‐	‐	‐	‐
Depreciation andamortisation expense	‐	‐	‐	‐	‐
Closing net book amount	460,000	‐	‐	‐	460,000

	Consolidated
	Land and	Other Plant andEquipment	Year Ended 30 June 2007Mining Plant andEquipment	ConstructionWork in	Total
	Buildings			Progress
Opening net book amount	460,000	59,831	2,235,021	73,109	2,827,961
Additions	‐	1,100	222,286	‐	223,386
Revaluation	‐	‐	‐	‐	‐
Transfers	‐		38,759	(38,759)	‐
Depreciation and
amortisation expense	‐	(12,855)	(537,735)	‐	(550,590)
Closing net book amount	460,000	48,076	1,958,331	34,351	2,500,758

	Rand Mining NLYear Ended 30 June 2007
	Land andBuildings	Other Plant andEquipment	Mining Plant andEquipment	ConstructionWork inProgress	Total
Opening net book amount	460,000	‐	‐	‐	460,000
Additions	‐	‐	‐	‐	‐
Revaluation	‐	‐	‐	‐	‐
Depreciation andamortisation expense	‐	‐	‐	‐	‐
Closing net book amount	460,000	‐	‐	‐	460,000

Non‐current assets pledged as security

There are no non‐current assets pledged as security by the parent entity and its controlled entities.

19. Deferred Tax Assets
	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Non‐Current
The balance comprises temporary differencesattributable to:
Amounts recognised in profit or loss
Provisions	135,006	122,311	‐	20,684
Other	44,961	442,392	‐	(20,684)
Tax losses	276,252	‐	11,923	‐
	456,219	564,703	11,923	‐
Amounts recognised directly in equity
Revaluation reserve	196,095	‐	‐	‐
		‐	‐	‐
Balance of deferred tax asset transferred to
deferred tax liability (note 19)	‐	‐	‐	‐
	652,314	564,703	11,923	‐

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Opening balance at 1 July	564,703	‐	‐	‐
Adjustments to opening balance	27,384	90,136	‐	‐
Credited/(charged) to the income statement	(144,810)	474,567	11,923	‐
Credited/(charged) to equity	196,095	‐	‐	‐
Unders and overs adjustment	8,942	‐	‐	‐
Closing balance at 30 June	652,314	564,703	11,923	‐

Deferred tax assets and liabilities shall be set off if, and only if: (a) there is a legally recognised right to set off current tax assets and liabilities, and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority.

20. Trade and Other Payables

	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2007$
Current
Trade Payables	993,618	878,032	‐	‐
Current income tax payable	12,997	1,069,870	1,005,596	‐
	1,006,615	1,947,902	1,005,596	‐

Risk exposure

Information about the consolidated entity's exposure to foreign exchange risk is provided in note 2.

21. Borrowings	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2007$
Current
Bank loan	‐	193,194	‐	‐
Gold loan from Tribune Resources NL	4,673,423	3,425,284	‐	‐
Total Current Borrowings	4,673,423	3,618,478	‐	‐

Further information relating to loans from related parties is set out in note 28.

Total secured liabilities

Total secured liabilities (current and non‐current) are as follows:

		Consolidated		Rand Mining NL
	2008	2007	2008	2007
Bank loan	$‐	$193,194	$‐	$‐
A. Bank loan

	Consolidated	Rand Mining NL
Bank Loan‐principle	2008	2007	2008	2007
	$	$	$	$
Balance the beginning of the year	193,194	4,718,850	‐	‐
Principle repayments	(193,194)	(4,525,656)	‐
Balance at the end of the year	‐	193,194	‐	‐

Capitalised Initial Transaction costs
Adjustment on initial adoption of AASB132 and
AASB139	‐	98,461	‐	‐
Amortisation during the year	‐	(98,461)	‐	‐
Balance at the end of the year	‐	‐	‐	‐
	‐	193,194	‐	‐

B. Total unsecured liabilities

Total unsecured liabilities (current) are as follows:

	Consolidated		Rand Mining NL
	2008	2007	2007	2006
	$	$	$	$
Gold loan from Tribune Resources NL	4,673,423	3,425,284	‐	‐
	Consolidated			Rand Mining NL
Gold loan‐principle	2008	2007	2008	2007
	$	$	$	$
Gold loan from Tribune Resources NL	2,834,600	2,834,600	‐	‐
Value of imbedded derivative recognised in
profit and loss	1,838,823	590,684
Balance at the end of the year	4,673,423	3,425,284	‐	‐

Tribune Resources NL loaned the consolidated entity 4,000 ounces of gold bullion during the year. Interest is payable in gold bullion and is calculated on the principle at the interest rate of 8% per annum. The interest is calculated on the daily balance of the principle sum on the basis of a 365 day year and compounding on the last day of each month.

C. Financial arrangements

The consolidated entity had 150 ounces available to draw down from the gold loan from Tribune Resources NL at 30 June 2008.

D.Interest rate risk exposures

Information about the consolidated entity's exposure to interest rate and foreign currency changes is provided in note 2.

E. Fair value

The carrying amounts and fair values of borrowings at balance date are:

	2008			2007
	Carrying Amount$'000	Fair value$'000	Carrying Amount$'000	Fair Value$'000
On Balance Sheet
Bank loan	‐	‐	193,194	193,194
Bullion loan	4,673,423	4,673,423	3,425,284	3,425,284

Fair value is inclusive of costs which would be incurred on settlement of a liability. The fair value of borrowing is based upon market price where a market exists or by discounting the expected future cash flows by the current

interest rates for liabilities with similar risk profiles.

22. Provisions	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2007$
Current
Employee entitlements	39,746	68,948	39,746	68,948
Non‐Current
Rehabilitation	341,325	338,755	‐	‐

A. Movements in Provisions

Movements in each class of provision during the financial year, other than employee benefits, are set out below:

	Rehabilitation
	2008	2007
Consolidated	$	$
Carrying amount at start of year	338,755	273,094
Additional provisions recognised	2,570	65,661
Carrying amount at the end of the year	341,325	338,755

Details regarding restoration of operating location are contained in the significant accounting policies note 1.2 (h)

A provision of $341,325 exists at 30 June 2008 in respect of consolidated entity's obligation to rehabilitate the Raleigh Underground mine site upon cessation of production in accordance with the state environmental regulatory requirements. The consolidated entity has been assured that the site would be restored using technology and materials that are available currently. The provision for site restoration has been calculated using a discount rate of 0% as adjustments to present value are not material.

23. Deferred tax liability

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Non‐Current
The balance comprised temporary
differences attributable to:
Amounts recognised in profit or loss
Development	303,520	33,202	‐	‐
Other	558,302	209,531	51,680	‐
	861,822	242,733	51,680
Amounts recognised directly in equity
Available for sale financial assets		‐	‐	‐
Asset revaluation reserve	97,239	977,839	‐	‐
	97,239	977,839	‐	‐
Balance of deferred tax asset transferred
(note 15)	‐	‐	‐	‐
Net deferred tax liabilities	959,061	1,220,572	51,680	‐

Movements:

Opening balance at 1 July	1,220,572	907,057	70,696	70,696
Adjustments to opening balance	(137,563)	(567,367)	‐	‐
Reversal of 2007 revaluation	(985,616)	‐	‐	‐
Credited/(charged) to the income
statement	816,108	47,901	‐	‐
Credited/(charged) to equity	‐	832,981	(19,016)	‐
Revaluation adjustment	45,560	‐	‐	‐
Closing balance at 30 June	959,061	1,220,572	51,680	70,696

24. Deferred tax equity

	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2007$
The balance comprised temporary
differences attributable to:
Amounts recognised directly in equity
Available for sale financial assets	196,095	‐	‐	‐
Asset revaluation reserve	‐	‐	‐	‐
	196,095	‐	‐	‐
Movements:
Opening balance at 1 July	‐	‐	‐	‐
Investments transferred to equity	196,095	‐	‐	‐
Closing balance at 30 June	196,095	‐	‐	‐
25. Contributed Equity
	Rand Mining NL		Rand Mining NL

	2008Shares	2007Shares	2008$	2007$
a) Share Capital
Ordinary shares	40,650,813	40,560,813	11,453,559	11,453,559

Movements in ordinary share capital of the company are as follows:

Date	Details	No. ofShares	Issue Price	$
1 July 2007	Balance	40,560,813	‐	11,453,559
30 June 2008	Balance	40,560,813	‐	11,453,559

b)Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

c) Options

Information relating to options including options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in the Directors' Report.

d) Capital risk management

The consolidated entity and the parent entity's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

26. Interest in Joint Ventures

Jointly Controlled Assets

The controlled entity, Rand Exploration NL has 12.25% interest in the East Kundana Joint Venture, whose principle activity is exploration and mining of gold.

The consolidated entity share of assets employed in the joint venture are included in the consolidated balance sheet, in accordance with the accounting policy described in note 1, under the following classification:

		Consolidated
		2008		2007
		$		$
Current Assets
Cash and Cash Equivalents		2,152,096		1,033,269
Trade and Other Receivables		64,555		57,225
Inventories		202,705		305,617
Total Current Assets		2,419,356		1,396,111
Non‐Current Assets
Mine Development		6,093,591		4,213,256
Construction Work in Progress		32,373	34,351
Plant and Equipment – at cost		3,125,058	3,010,582
Total Non‐Current assets		9,251,022		7,258,189
Share of Assets employed in Joint Venture		11,670,378		8,654,300
Net Interest in Joint Venture		10,623,852		7,963,871
27. Auditor's Remuneration
	Consolidated			Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Amounts paid or payable to the auditors for:
Audit and review of the financial statements	40,000	36,000	‐

28. Key Management Personnel Disclosures

A. Directors

Directors of Rand Mining NL during the financial year were:

(i) Executive Directors A Billis

O Demis

(ii)Non‐ Executive Directors G Sklenka

B. Other Key Management Personnel

The following persons also had authority and responsibilities for planning and directing and controlling the activities of the consolidated entity, directly or indirectly, during the financial year:

Name	Position	Employer
J Andrews	General Manager ‐ Kalgoorlie Operations	Rand Mining NL

In accordance with AASB 124 remuneration disclosures related to Key Management Personnel are included in the Remuneration Report in the Directors' Report.

C. Equity instruments disclosures relating to Key Management Personnel

(i) Options provided as remuneration and shares issued on exercise of such options

Details of option provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in the remuneration report on page 16.

(ii) Option holdings

The number of options over ordinary shares in the company held during the financial year by each director of Rand Mining NL and other key management personnel of the consolidated entity, including their personally related parties, are set out below:

2008	Balance atthe start ofthe year	Grantedduring theyear	Exercisedduring theyear	Otherchangesduring theyear	Balance atthe end ofyear
Directors
O Demis	‐	1,000,000	‐	‐	1,000,000
A Billis	‐	2,000,000	‐	‐	2,000,000
G Sklenka	‐	1,000,000	‐	‐	1,000,000
Other Key Management
Personnel
I Robertson	500,000	‐	‐	‐	500,000
2007	Balance at the	Granted	Exercised	Other	Balance at
	start of theyear	during theyear	during theyear	changesduring the	the end ofyear
				year
Directors
O Demis	‐	‐	‐	‐	‐
A Billis	‐	‐	‐	‐	‐
G SklenkaOther Key ManagementPersonnel	‐	‐	‐	‐	‐

(iii) Share holdings

The number of shares in the Company held during the financial year by each director of Rand Mining NL and other key management personnel of the consolidated entity, including their personally related parties, are set out below:

2008	Balance at thestart of the year	Purchasedduring theyear	Sold duringthe year	Other changesduring the year	Balance at theend of year
Directors
O Demis	8,774,118	305,571	‐	(727,100)	8,352,589
A Billis	14,091,193	305,571	‐	727,100	15,123,864
G Sklenka	8,011,793	305,571	‐	‐	8,317,364
2007	Balance atthe start ofthe year	Purchasedduring theyear	Sold duringthe year	Other changesduring the year	Balance at theend of year
Directors
O Demis	8,079,347	694,771	‐	‐	8,774,118
A Billis	13,323,422	917,771	(150,000)	‐	14,091,193
G Sklenka	7,317,022	694,771	‐	‐	8,011,793

G. Other Transactions with Key Management Personnel

At 30 June 2008, the consolidated entity held 11,923,904 [2007: 11,040,404] ordinary shares in Tribune Resources NL. Messrs Demis, Billis and Sklenka were directors of Tribune Resources during the year.

At 30 June 2008, the consolidated entity held 2,819,998 [2007: 950,000] ordinary shares in Regal Resources Ltd and 649,998 [2007: 184,999] Regal Resources Ltd options. Messrs Sklenka was a director of Regal Resources Ltd during the year.

At 30 June 2008, the consolidated entity held 3,3,360,857 [2007: 3,595,857] ordinary shares and 3,212,428 [2007: 3,212,428] options in AXG Mining Ltd. Mr Sklenka was a director of AXG Mining Ltd during the year.

As at 30 June 2008 the consolidated entity held 1,000,000 shares in Palace Resources Ltd, a company previously related to Messrs Sklenka, which were acquired in the year ended 30 June 2004 for $100,000.

As at 30 June 2008 the consolidated entity held 10,000 [2007: nil] shares in Vector Resources Limited, a company related to Messrs Sklenka.

During the year ended 30 June 2008, the joint venture paid $127,605 [2007: $129,524] in royalties to Lake Grace Exploration NL, of which $15,631 [2007: $15,866] related to Rand Mining NL. Lake Grace Exploration NL is a company related to Messrs Billis.

During the 2006 year the consolidated entity received a 4000 oz bullion loan from Tribune Resources NL, a Company related to Messers Billis, Demis and Sklenka. The loan has an interest rate of 8% and has no fixed payment date.

During the year the consolidated entity purchased 880,000 shares in Tribune Resources NL from Mr Otto Demis, the father of Director Otakar Demis, for $1,320,000. This was approved by the shareholders in a meeting on 27 June 2008.

29. Related Party Transactions

Subsidiaries

Investments in subsidiaries are set out in note 14.

Key management Personnel

Disclosures relating to key management personnel are set out in note 28.

30. Earnings Per Share	Consolidated
	2008	2007
	$	$
Basic earnings per share	5.31 cents	4.91 cents
Weighted average number of ordinary shares outstanding during the year	40,560,813	40,560,813
used in the calculation of basic earnings per share
Earnings/(loss) used in calculating basic earnings/(loss) per share	2,154,654	1,993,364

The Company has 4,500,000 [2007: 500,000] options on issue which are not considered dilutive.

31. Reconciliation of Profit/(Loss) after Income Tax to Net Cash Inflow from Operating Activities

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Profit (Loss) for the year after tax	3,185,040	1,993,364	(1,688,130)	(461,958)
Unrealised Loss – Tribune Resources NL gold loan*	902,331	(239,895)	‐	‐
Interest – Tribune Resources NL gold loan*	345,808	277,490	‐	‐
Depreciation and Amortisation	319,169	1,452,394	‐	‐
Income from equity accounted investment	(1,034,299)	‐	‐	‐
Exploration cost write off	67,502	136,877	‐	‐
Doubtful debts	‐	10,438	‐	‐
(Profit) /Loss on sale of available for sale financial
assets	1,112	(18,815)	‐	‐
Write‐off of cost of other financial assets	‐	‐	‐	‐
Write‐off development costs	‐	2,611	‐	‐
Tax payments	(2,050,796)	56,893	(116,027)	‐
Equity reserve	1,417,400	‐	‐	‐
Movement in tax balances	852,925	860,717		‐
Changes in assets and liabilities:
Receivables	6,095	36,846	‐	‐
Trade creditors and accruals	115,583	344,685	11,673	‐
Inventories	846,739	500,623	‐	‐
Provisions	(29,202)	41,558	1,388,198	41,558
Net Cash inflows/(outflows) from activities	4,945,407	5,455,786	(404,286)	(420,400)

A term deposit of $123,725 [2007: $97,511] is included in cash at bank.

*Non Cash Investing and Finance Activities

• Tribune Resources NL loaned the consolidated entity 4,000 ounces of bullion.

32. Commitments

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.

	Consolidated		Rand Mining NL
	2008	2007	2008	2007
	$	$	$	$
Lease expenditure commitments:
‐ not later than one year‐ later than one year and not later than two	124,168	105,548	124,168	105,548
years	124,168	105,548	124,168	105,548
‐ later than two years and not later than fiveyears	372,503	633,287	372,503	633,287
‐ later than five years	‐	‐	‐	‐

Capital Commitments ‐ EKJV	Consolidated		Rand Mining NL
	2008$	2007$	2008$	2007$
Mining Property, Plant and Equipmentpayable;
‐ Within one year	167,825	1,034,000	167,825	1,034,000
‐ Later than one year but no later than 5 years‐ Later than 5 years	15,925‐	152,250‐	15,925‐	152,250‐
	183,750	1,186,250	183,750	1,186,250

The above commitments relate to capital expenditure commitments relating to the East Kundana joint venture Raleigh underground mine. They do not include the Hornet, Rubicon and Pegasus project amounts which has an estimated start date of January 2009.

33. Contingent Liabilities

Native title claims have been made with respect to areas which include tenements in which the consolidated entity has interests. The consolidated entity is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the consolidated entity or its projects.

The consolidated entity has the following performance guarantees with the Minister for State Development:

ML15/993	$49,122.50
ML16/309	$26,460.00
ML16/309	$48,142.50

The total limit of the performance guarantee is $124,000 of which $ 275 is unused.

34. Subsequent Events

Other than those listed below there have been no subsequent events since balance date which would have had a significant effect of the Company's financial position.

The development is subject to revised cash flow projects and entry into formal agreements as approved by the

Board of each of the participants.

35. Investment in Associate

	Consolidated
	2008	2007
	$	$
a) Movements in carrying amounts
Carrying amount at the beginning of the year	‐		‐
Investment at cost	7,331,951		‐
Share of profits after income tax	1,034,299		‐
Share of increment on revaluation of investments	(151,868)		‐
Carrying amount at the end of the financial year	8,214,382		‐

b) Summarised financial information of associates

The consolidated entity's share of the results of its principle associated and its aggregated assets and liabilities are as follows:

				Group's share of:
	OwnershipInterest%	Assets	Liabilities	Revenues	Profit
2008
Tribune Resources NL*	23.69	11,050,814	1,446,123	4,327,879	1,034,299

Tribune Resources NL is a listed entity and is incorporated in Australia

	Consolidated
	2008$	2007$
c) Fair value of listed investment in associate
Rand Mining NL	24,444,003	9,053,131
d) Contingent liabilities of associate
Share of contingent liabilities incurred jointly with other investors
	‐	‐

Rand Mining NL Directors Declaration

Rand Mining NL and its controlled entities ABN 41 004 669 658

Declaration by Directors

The directors of the Company declare that:

1. The financial statements, comprising the income statement, balance sheet, cash flow statement, statement of changes in equity and accompanying notes, are in accordance with the Corporations Act 2001 and;
- a) comply with Accounting Standards and the Corporations Regulations 2001; and
- b) give a true and fair view of the financial position as at 30 June 2008 and of the performance for the year ended on that date of the Company and the consolidated entity.
1. In the directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
1. The remuneration disclosures included on pages 12 to 17of the directors' report (as part of the audited Remuneration Report); for the year ended 30 June 2008, comply with section 300A of the Corporations Act 2001.
1. The directors have been given the declarations of the chief executive officer and chief financial officer required by section 295A.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

A Billis Director

DATED this 25 day of September 2008

______________________________________

Grant lhomton (wA) Paftiershlp ABN: 177353,14518 Level 1 10 Kings Park Road West Penh WA 6005 PO BOX 570 West Pedh WA 6872 T +61 894802000 F +6'| 8 9322 287 E admin€gtwa.mm.au

W wvw.grantlhornton,com.au

INDEPENDENT AUDITOR'S REPORT To the members of Rand Mlning NL

Report on the Financial Report

We have audited the accompanying financial report of Rand Mining NL (the company) which comprises the balance sheet as at 3OJune 2008, and the income statemerit, statement of changes in equity and cash flow statement for the year ended on that date, a surnmary of significant accountingpolicies, other erplanatory notes and the dfuectots'declaration ofthe consolidated entity comprising the company and the entities it controlled at the year's end ot from time to time during the financial year.

Dlrectors' Responslbility for the Financial Repott

The directors of the company ate responsible for the preparation and fak presentation of the finaflcial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This tesponsibiJity includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free.from material misstatement, whether due to fraud or ertot; selecting and applying appropriate accounting policies; and making accounting estimates that are teasonable in the circurnstances. In Note1, the dfuectors also state, in accordance vrith Accounting Standard AASB 101 Presentation oJFinancial Stalenents, that compliance with the Austalian equivalents to Intemational Financial Reporting Standards ensures that the f,nancial report, compdsing the ftnancial statements and notes, complies with Intetnational Financial Reporting Standards.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. !7e conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards tequLe that we ccimply with relwant ethical requirements relating to audit engagements and plan and perfom the audit to obtain reasonable assurance whether the fnancialteport is fiee from matedal misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and discloswes in the financial teport. The procedures selected depend on the auditols

Liability limited by a scheme sppDved under Prolessional Standalds Legislation.

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judgement, induding the assessment of the dsks of material misstatement of the financial tepot, whether due to ftaud or ertor. In making those risk assessrnents, the auditor considets internal control relevant to the entity's pteparation and fair presentation of the financial report in otder to design audit ptocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's intemal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the dfuectors, as well as evaluating the ovetall presentation of the financial repon.

We believe that the audit evidence we have obtained is sufficient and apptopriate to provide a basis for our audit opinions.

Electronic Presentation of Audited Financial Report

This auditor's report relates to the financial report of Rand Mining NL for the year ended 30 June 2008 included on the company's web site. The company's directors ate responsible for the integrity of its web site. 'We have not been engaged to report on the integrity of Rand Mining NL's web site. The auditor's report refers only to the statements named above. It does not provide an opinion on any other information which may have been hypedinked tof fuom these statements. If users of this teport ate concemed with the inherent risks arising from electronic data communications they ate advised to refer to the hard copy of the audited frnancial report to confirm the information induded in the audited ftnancial report presented on this web site

Independence

In conducting our audit, we complied with applicable independence requirements of the Corporatiou Act 2001 .

Audltoy's Opinion

In ott opinion;

(a) the financial repot of Rand Mining NL is in accotdance with rhe Corporations Act 200l ,inctuding:
- i. gving a true and fair view of the company's and consolidated entity's frnancial position as at 3OJune 2008 and of their performance for the year ended on that date; and
- n. cornplying with Australian Accounting Standards (including the Austraiian Acconnting Intelpretations) and the Corporations Reguktions 2001; and,

(b) th. frnancial report also complies with Intemational Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

'!7e have audited the Remuneration Report included in pagesl2 to 16 of the directors' repoft for the year ended 30 June 2008. The directors of the company are tesponsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporation: Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on out audit conducted in accotdance with Australian Auditing Standards.

Liability limited by a sdleme approved under Prof$sional stil&rds Legislation.

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Audltoy's Opinion

In ow opinion the Remunetation Report of Rand Mining NL for the year ended 3OJune 2008, complies with section 300A of the Cotporatioxs Act 2001 .

Gr-s f},*r^^*.^ L^t) a*"m"*;p

GRANT THORNTON (WA) PARTNERSHIP Chartered Accountants

il, il,,,u,

P WWARR Partnet

Perth, 25 Septernber 2008

LiSilily limibd by a sdrems apgoved urder Pmfessional Slandads Legblation.

Rand Mining NL Shareholder Information

Distribution of ordinary shareholders at 10 September 2008:

	Total holders
1 – 1,000	248
1,001 – 5,000	179
5,001 – 10,000	59
10,001 – 100,000	72
100,001 and over	28
TOTAL	586

Distribution of ordinary option holders at 10 September 2008:

	Total holders
1 – 1,000	‐
1,001 – 5,000	‐
5,001 – 10,000	‐
10,001 – 100,000	‐
100,001 and over	4
TOTAL	4

Unmarketable Parcels at 10 September 2008:

	Minimum parcel size	Holders	Units
Minimum $ 500.00 parcel at $0.40 per unit	1,250	257	111,099

Voting Rights

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

Substantial Shareholders

The name of the substantial shareholders listed in the holding company's register as at 10 September 2008 are:

	Shareholder	Fully Paid	% Held
		Ordinary Shares
1.	Tribune Resources NL	8,317,364	20.51
2.	Trans Global Trust D O O	7,899,584	19.47
3.	Lake Grace Exploration Pty Ltd	2,917,000	7.19
4.	McNeil Nominees Pty Ltd	2,335,615	5.76
5.	Sierra Gold Pty Ltd	2,098,000	5.17

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

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 10 September 2008.

Rand Mining NL Shareholder Information

Name	Fully Paid Ordinary	% Held of Fully Paid
	Shares	Ordinary Shares
Tribune Resources NL	8,317,364	20.51	1
Trans Global Trust D O O	7,899,584	19.47	2
Lake Grace Exploration Pty Ltd	2,917,000	7.19	3
McNeil Nominees Pty Limited	2,335,615	5.76	4
Sierra Gold Pty Limited	2,098,000	5.17	5
Auriongold Limited	1,950,240	4.81	6
HKT Au Pty Ltd	1,914,100	4.72	7
Resource Capital Limited	1,604,500	3.96	8
Mr S Ilkiw	1,020,000	2.51	9
Dom Fund PIF	1,000,000	2.47	10
ANZ Nominees Limited	855,933	2.11	11
Southam Investments 2003 Pty Ltd	780,000	1.92	12
Dom Fond PIF DD	673,250	1.66	13
RBC Dexia Investor Services Australia	600,000	1.48	14
Nominees Pty Ltd
Raypoint Pty Ltd	530,000	1.30	15
Mr A Sage	478,660	1.18	16
Donlea Nominees Pty Ltd	372,500	0.92	17
Mr F Bozic	250,000	0.62	18
Mr W Feldhus	245,750	0.61	19
Mrs PYS Ay	230,000	0.57	20

Top 20 Shareholders	36,072,496	88.93

Total Shares on Issue	40,560,813	100.00

Rand Mining NL Shareholder Information

Tenement Schedule
Project/Location	Tenement Number	Rand Interest

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	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	PL15/5178	50.00%
Kurrawang	PL15/5179
Kurrawang	PL15/5180	50.00%
Kurrawang	M26/3616	50.00%
Kurrawang	E15/669	50.00%

Kalgoorlie
Kalgoorlie	PL26/3047	80.00%
Kalgoorlie	PL26/3075	80.00%

Ashburton
Ashburton	EL08/1616	100.00%
Ashburton	EL08/1617	100.00%
Ashburton	PL08/507	100.00%

AI assistant

RAND MINING LIMITED — Annual Report 2008

65721_rns_2008-09-25_70319bbe-1cd2-4f65-9b23-f9672f6d9294.pdf

Rand Mining NL Corporate Directory

Directors

Registered Office

Share Registry

Bankers

Auditors

Stock Exchange Listing

Rand Mining NL Contents

East Kundana Joint Venture

Raleigh Underground

Mining

Processing

Note: Campaign 5 started on 28 May 2007 ‐ See ASX Release on Campaign 5 dated 31 August 2007

Project Development

Exploration

Exploration – Other Areas

Seven Mile Hill (50%)

Resources andReserves

Directors

Principal Activities

Review of Operations

Operating Results

Changes in State of Affairs

Subsequent Events

Likely Developments

Environmental Regulations

Dividends

Directors' Meetings

Director's Shareholdings

Remuneration Report (audited)

A. Principles used to determine the nature and amount of remuneration

Fixed remuneration

Performance‐linked remuneration

Directors' fees

B. Details of remuneration (audited)

Details of remuneration for the Company and the consolidated entity:

Details of remuneration for the Company and the consolidated entity:

Notes to the tables:

C. Service contracts

D. Share based compensation

Options

E. Additional Information

Proceedings on behalf of the Company

Share Options

Insurance and Indemnity of Officers

Non‐Audit Services

Auditor's independence declaration

Auditor

DECLARATIO}I TO THE DIRECTORS OF RAND MINING NL

Corporate Governance

Structure of the Board

Ethical Standards

Conflict of Interest

Directors Dealings in Company Securities

Nomination Committee

Audit Committee

Performance Evaluation

Company's Remuneration Policies

Rand Mining NL Income Statements for the year ended 30 June 2008

Rand Mining NL Balance Sheet as at 30 June 2008

Rand Mining NL Statements of Changes in Equity as at 30 June 2008

Rand Mining NL

Rand Mining NL Cashflow Statements as at 30 June 2008

1. Summary of Significant Accounting Policies

a) Basis of preparation

Compliance with IFRS

Historical cost convention

b) Principles of consolidation

i. Subsidiaries

ii. Associates

iii. Joint ventures

c) Segment Reporting

d) Foreign Currency Transactions and Balances

Functional and presentation currency

Transactions and balances

Group companies

e) Revenue recognition

RAND MINING LIMITED Annual Report 2008