4 October 2012

The Manager Company Announcements Australian Securities Exchange Limited Via Electronic Lodgement

Dear Sir/Madam

RE‐ISSUE OF ANNUAL REPORT

Rand Mining Limited (Company) refers to the Annual Report of the Company released to the ASX on 28 September 2012 (Previous Report).

The Company confirms that it has decided to re‐issue the financial report and that the re‐issued financial report replaces the Previous Report. The re‐issued financial report is attached to this announcement (Financial Report).

The reason for the re‐issue of the Financial Report is due to an error being identified in the disclosure associated with "Note 13. Current asset ‐ inventories" on page 60 of the Previous Report, more specifically, the net realisable value of the gold on hand at 30 June 2012 and the stated spot rate price.

The Company confirms that the correction of the error in Note 13 of the Financial Report does not have any impact on any of the figures presented in the Company's financial statements or any other disclosures contained in the Financial Report.

The Company is satisfied that the re‐issued Financial Report attached has been prepared and issued in accordance with the Corporations Act.

If you have any queries regarding the re‐issued Financial Report, please contact the Company on 9474 2113.

Yours faithfully Rand Mining Ltd

Anthony Billis Director

Rand Mining Limited ABN 41 004 669 658

Annual Report - 30 June 2012

Rand Mining LimitedCorporate directory30 June 2012

Directors	Otakar Demis - ChairmanAnthony BillisGordon Sklenka
Company secretaries	Otakar DemisRoland Berzins
Notice of annual general meeting	The annual general meeting of Rand Mining Limited:
	will be held at	Kalgoorlie Town Hall316 Hannan StreetKalgoorlie WA 6430
	timedate	09:30 AMFriday 30 November 2012
Registered office	Suite G1, 49 Melville ParadeSouth Perth WA 6151Tel: +61 (8) 9474 2113Fax: +61 (8) 9367 9386
Principal place of business	Suite G1, 49 Melville ParadeSouth Perth WA 6151
	Correspondence address:PO Box 307West Perth WA 6872
Share register	Advanced Share Registry Services Limited150 Stirling HighwayNedlands WA 6009Tel: +61 (8) 9389 8033Fax: +61 (8) 9389 7871
Auditor	Grant Thornton Audit Pty LtdPO Box 570Perth WA 6872
Bankers	ANZ Bank77 St George's TerracePerth WA 6000
Stock exchange listing	Exchange (ASX code: RND)	Rand Mining Limited shares are listed on the Australian Securities
Website address	www.randmining.com.au

East Kundana Joint Venture

The East Kundana Joint Venture ('EKJV') is located 25km West North West of Kalgoorlie and 47km North East of Coolgardie.

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

KUNDANA PROJECT Location Map

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 or the Joint Venture.

EAST KUNDANA JOINT VENTURE Deposit Locations

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 or the Joint Venture.

Mining

During the year ending 30 June 2012, 244,799 tonnes of ore were extracted from the 6202 and 6034 to 5654 stopes and development headings spanning 5671 to 5614 levels of the Raleigh Underground mine. The grade was 14.8 g/t.

Rand's entitlement to the ore extracted was 30,600 tonnes, compared to 40,398 tonnes the previous year.

Year	Raleigh Production
	Mined(t)	Grade(g/t)	Gold(oz)
06/07	239,700	16.6	127,700
07/08	234,400	11.9	89,800
08/09	308,512	12.6	124,962
09/10	339,660	13.4	146,670
10/11	323,182	13.4	139,060
11/12	244,799	14.8	116,921
RAND'S ENTITLEMENT	30,600	14.8	14,615

The sequence of stoping and mine development until mid 2016 in the current LOM plan is shown below, where dark grey represents all stoping and development completed at 30 June 2012, light grey last half of 2012, green 2013, blue 2014, red 2015 and orange 2016.

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

Rubicon/Hornet

During the year ending 30 June 2012, ore development and stoping commenced at the Rubicon/Hornet Underground mine. 78,229 tonnes of ore were extracted from the 6225,6195 and 6175 stopes and development headings spanning 6225 to 6095 levels of the Rubicon ore body and development headings spanning 6165 to 6105 levels of the Hornet ore body. The grade was 9.6 g/t.

Rand's entitlement to the ore extracted was 9,583 tonnes.

Year	Rubicon/Hornet Production
	Mined(t)	Grade(g/t)	Gold(oz)
11/12	78,229	9.6	17,028
RAND'S ENTITLEMENT	9,583	9.6	2,953

Processing

During the year ending 30 June 2012, 151,237 tonnes of Rand and Tribune Group's share of EKJV ore was processed in four campaigns at the Greenfields Plant located near Coolgardie.

Rand and Tribune Group Processing
Campaign	From	To	Processed(t)
19202122	27 Jul 1116 Sep 1121 Jan 1208 May 12	05 Aug 1128 Sep 1114 Feb 1231May12	38,99424,18248,93439,127
	01 Jul 1101 Jul 1001 Jul 0901 Jul 0801 Jul 0701 Jul 0601 Jul 05	30 Jun 1230 Jun 1130 Jun 1030 Jun 0930 Jun 0830 Jun 0730 Jun 06	151,237171,291184,34999,272146,531101,20852,400

During the year ending 30 June 2012, 61,864.674 ounces of gold and 15,841.588 ounces of silver were credited to the Rand and Tribune Group Bullion Account.

Rand's share of the gold bullion was 15,466.162 ounces compared to 16,179.000 ounces the previous year.

	Rand and Tribune Group Bullion		Rand's Share
To	From	Gold(oz)	Silver(oz)	Gold(oz)
01 Jul 11	30 Jun 12	61,864.674	15,841.588	15,466.162
01 Jul 10	30 Jun 11	64,716	8,639	16,179
01 Jul 09	30 Jun 10	77,624	12,019	19,406
01 Jul 08	30 Jun 09	32,478	4,649	8,119
01 Jul 07	30 Jun 08	59,638	8,048	14,909
01 Jul 06	30 Jun 07	49,335	6,640	12,333
01 Jul 05	30 Jun 06	25,599	3,951	6,399

Exploration

During the financial year ending 30 June 2012, drilling programmes were conducted at the Wards Prospect and the Hornet Mary Prospect (results reported in the December Quarterly Report) and more recently at the Pegasus Prospect and along the Raleigh Corridor have commenced (results reported in the ASX release in September).

Three drilling programmes have been recently planned:

1. K2 Shear Prospects (Hornet, Rubicon, Pegasus, Drake)
- Resource Definition drilling for Pegasus and Hornet Extensions,

Advanced Exploration drilling for Drake, Rubicon Extensions, Hornet Deeps and HRPD Ultra Deeps;

1. Advanced Exploration drilling at Golden Hind (on the same fault line as Raleigh); and
1. Advanced Exploration drilling for Startrek (close to Pegasus).

Seven Mile Hill (50%)

Discussions to farm out the Seven Mile Hill tenements are continuing.

Wongan Hills (100%)

A drilling programme to test previously reported anomalies has been planned and will start when a drill rig is available.

Tapeta Iron Ore Project, Liberia, West Africa

Rand has been granted an Option to acquire all of the issued share capital in Iron Resources Limited ('IRL'), a wholly owned subsidiary of Resource Capital Ltd ('RCL'), from RCL. IRL is the registered holder of a mineral exploration license over a 599.82km² area located in Northern-Central Liberia, West Africa, (Tapeta Iron Ore Project).

Work completed on the Tapeta Iron Ore Project to date suggests that the total area of iron formation outcrop within the project could exceed 9km2 . Based on the possible outcrop sizes and the disposition of the iron formations, the Tapeta Iron Ore Project has the potential to host a deposit of "moderate" size on a world scale. Supplementary to the original granting of the option to acquire, IRL has agreed to grant Rand a licence to access the Tapeta Iron Ore Project Area during the period of the Option to conduct a drilling programme and all activities associated with the programme including construction of roads and structures.

Rand proposes to complete up to 12,000 metres of RC drilling. The drilling will be directed at two prominent iron formations, the Bwee Ridge and the Giant Main Outcrop. Both areas encompass outcrops of haematitic itabirite grading + 60% Fe, with good potential for the discovery of deposits of high grade direct shipping ore, located within 70 km of working rail and port infrastructure.

Subsequent to 30 June 2012 Rand has substantially advanced the construction of the infrastructure and the permitting to enable the drilling programme to commence. Any significant drill results from the drilling programme will be released to the market as they are received.

Resources & Reserves

MINERAL RESOURCESincludinORE RESERVES on EKJV LEASES at 30 JUNE 2012 (bject tndings)gsuo rouerror
	ENTITLEMENT	ASME	URED	ICAINDTED		INFERRED		TOESOURCTAL RE
	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
Raleih Undndgergrou
M16/157	0.0	13000,	17.6	2,000	12.3	-	-	15000,	16.9	8,139
M15/993	12.5	394,000	21.6	108,000	13.0	113,000	20.5	615,000	19.9	392,682
Hot On Pitrnepe	12.25	-	-	169,000	3.7	3,000	1.6	172,000	3.6	20173,
Hot Undndrneergrou	12.25	-	-	448,000	13.9	174000,	12.5	622,000	13.5	270,714
RubicUndndonergrou	12.25	53000,	19.1	229,000	7.8	423,000	6.1	700005,	7.6	173,159
Pes On Pitgasupe	12.25	-	-	820,000	3.2	86000,	2.6	906,000	3.2	92493,
Pes Undndgasuergrou	12.25	-	-	17000,	11.4	47000,	9.2	64000,	9.8	20144,
TotalMineralRen EKJsource o	V L460,00021.21,793,eases			000	7.2	846,000	9.2	3,099,000	9.8	977,504
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MINERAL RESOURCESincludinORE in MOONBEAMd GREENFIELDS STOCKPILES30JUNE2012atgan
	ENTITLEMENT	MEAS	URED	INDICA	TED	INFER	RED	TOTAL RESOURCE
beStkpileonamocnfis Seldtockpileeesnd'sEntitltemen	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
Mo	25.0	-	-	-	-	-	-	-	-	-
Gr	25.0	41800,	12.2	-	-	-	-	41800,	12.2	16406,
Ra	EKJVLeases	55700,	21.3	219,700	7.2	103900,	9.2	379,300	9.8	119729,
	LeStockile+asesps	66150,	19.8	219,700	7.2	103,900	9.2	389,075	9.9	123,830
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ORESS oASES302012(sus)E RERVEEKJVLEatJUNEbject tndingno rouerror
	ENTITLEMENT	PROVED		PROBABLE		PROVEDPROBABLE+
	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
Raleih Undndgergrou
M16/157	0.0	15000,	6.2	-	-	15000,	6.2	3,002
M15/993	12.5	464,000	13.6	31000,	5.9	490005,	13.1	208,374
Hot On Pitrnepe	12.25	-	-	165,000	3.9	165,000	3.9	20480,
Rubic-Hot Undndonrneergrou	12.25	56000,	18.6	770,000	8.4	826,000	9.1	242,482
TotalOReEKJVLe535,00reserveonases			13.9	966,000	7.6	1,501,000	9.8	474,338
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ORE RESERVES iludingOREinMOONBEAMd GREENFIELDS STOCKPILESat30JUNE2012ncan
	ENTITLEMENT	PROVED		PROBAB	LE		PROVEDPROBABLE+
	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
MobeStkpileonamoc	25.0	-	-	-	-	-	-	-
Grnfields Stockpileees	25.0	41800,	12.2	-	-	41800,	12.2	16406,
RandEntitl'stemen	EKJVLeases	64900,	14.1	118400,	7.6	183300,	9.9	58260,
	LeStockile+asesps	75350,	13.8	118,400	7.6	193,750	10.0	62361,
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Notes to tables:

• The gold price used for Raleigh UG, Rubicon-Hornet UG and Pegasus Open Pit Resources was US$1650/oz. The gold price used for Pegasus UG Resources was US$1400/oz.
• The gold price used for Hornet Open Pit Resources and Reserves was US$1200/oz. The gold price used for Raleigh UG and Rubicon-Hornet UG Reserves was US$1500/oz.
• Raleigh Ore mined from M15/993 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.

Rand Mining Limited Directors' report 30 June 2012

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Rand Mining Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled for the year ended 30 June 2012.

Directors

The following persons were directors of Rand Mining Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Otakar Demis - Chairman Anthony Billis Gordon Sklenka

Principal activities

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

Dividends

There were no dividends paid or declared during the current or previous financial year.

Review of operations

The profit for the consolidated entity after providing for income tax amounted to $3,153,278 (30 June 2011: $5.424.466).

Refer to 'Review of operations' report for detailed commentary which precedes this directors' report.

Significant changes in the state of affairs

Revisions to the proposed acquisition of the Tapeta Iron Ore Project, located in Northern Central Liberia, West Africa. On 1 September 2011, the company announced the parties agreed to vary the Option and Share Purchase Agreement annexed in the Option Agreement by entering a Deed of Variation.

A summary of the material amendments to the Option and Share Purchase Agreement are set out below:

Resource Capital Limited ('RCL') agreed to extend the term of the option by 12 months to 23 September 2012 ('Expiry Date') in exchange for the company paying a non-refundable option fee of $100,000;
the company may exercise the option at any time prior to the Expiry Date by providing written notice to RCL. On exercise of the option, the company is obliged to transfer 8 million fully paid ordinary shares in Tribune Resources Limited ('Tribune shares') to RCL;
In the event that completion of the acquisition of RCL does not occur, RCL must retransfer the Tribune Shares back to the company forthwith;
Iron Resources Limited ('IRL') has agreed to grant the company a licence to access the Project Area during the option period to conduct a drilling programme and all activities associated with the programme;
the company is responsible for the costs of the drilling program up to $2.5 million. This includes payment of the rent and any minimum expenditure or work obligations required in order to keep the mineral exploration licence in good standing: and
the remaining terms of the Option and Share Purchase Agreement are otherwise unaltered, including the conditions precedent to completion of the acquisition and the consideration payable to RCL.

Ore development

Ore development commenced at Hornet and Rubicon on 1 August 2011.

Securing a clean energy future – the Australian Government's climate change plan

On 10 July 2011, the Commonwealth Government announced the "Securing a Clean Energy Future – the Australian Government's Climate Change Plan". Whilst the announcement provides further details of the framework for a carbon pricing mechanism, uncertainties continue to exist on the impact of any carbon pricing mechanism on the consolidated entity as legislation must be voted on and passed by both houses of Parliament. In addition, as the consolidated entity will not fall within the "Top 500 Australian Polluters", the impact of the Carbon Scheme will be through indirect effects of increased prices on many production inputs and general business expenses as suppliers subject to the carbon pricing mechanism are likely to pass on their carbon price burden to their customers in the form of increased prices. The directors expect that this will not have a significant impact upon the operation costs within the business, and therefore will not have an impact upon the valuation of assets and/or going concern of the business.

There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

Matters subsequent to the end of the financial year

Revisions to the proposed acquisition of the Tapeta Iron Ore project, located in Northern Central Liberia, West Africa. Further to previous ASX announcements by Rand Mining Limited ('Rand') dated 24 December 2010, 25 February 2011, 23 May 2011 and 1 September 2011 relating to Rand's option to acquire Iron Resources Limited ('IRL') from Resource Capital Limited ('RCL') ('the Option Agreement'). By way of deed of variation, the parties have today agreed to vary the Option Agreement whereby RCL has agreed to extend the term of the option by 12 months to 23 September 2013 ('Expiry Date') in exchange for Rand paying a non-refundable option fee of USD$50,000.

In addition, the Share Purchase Agreement has been varied by amending the terms of the Additional Consideration (as defined in the Share Purchase Agreement) to be issued upon satisfaction of the Milestones set out in the Share Purchase Agreement. Accordingly, the terms of the Additional Consideration will be as follows:

. Subject to Completion, the Purchaser will issue to the Vendor 72,000,000 Purchaser Shares and 36,000,000 Purchaser Options with an exercise price of $0.75 each and expiry date of 5 years from the date of issue, upon an independently calculated Inferred Resource (as defined in the JORC Code) of greater than 500,000,000 tonnes of 'iron ore being determined by the Purchaser within the Project Area ('First Milestone');

. Following the First Milestone, the Purchaser will issue to the Vendor a further 72,000,000 Purchaser Shares and 36,000,000 Purchaser Options with an exercise price of $0.75 each and expiry date of 5 years from the date of issue, upon an independently calculated Inferred Resource of greater than 1,000,000,000 tonnes of iron ore being determined by the Purchaser within the Project Area ('Second Milestone');

• Following the Second Milestone, the Purchaser will issue to the Vendor a further 72,000,000 Purchaser Shares and 36,000,000 Purchaser Options with an exercise price of $0.75 each and expiry date of 5 years from the date of issue, upon an independently calculated Inferred Resource of greater than 1,500,000,000 tonnes of iron ore being determined by the Purchaser within the Project Area ('Third Milestone'); and

• Following the Third Milestone, the Purchaser will issue to the Vendor a further 72,000,000 Purchaser Shares and 36,000,000 Purchaser Options with an exercise price of $0.75 each and expiry date of 5 years from the date of issue. upon an independently calculated Inferred Resource of greater than 2,000,000,000 tonnes of iron ore being determined by the Purchaser within the Project Area ('Fourth Milestone').

No other matter or circumstance has arisen since 30 June 2012 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Likely developments and expected results of operations

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

Rand Mining Limited Directors' report 30 June 2012

Environmental regulation

The consolidated entity 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.

Greenhouse gas and energy data reporting requirements

The consolidated entity is subject to the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007.

The Energy Efficiency Opportunities Act 2006 requires the consolidated entity to assess its energy usages, including the identification, investigation and evaluation of energy saving opportunities, and to report publicly on the assessments undertaken, including what action the consolidated entity intends to take as a result. Due to this Act, the consolidated entity, via its participation in the EKJV has registered with the Department of Resources, Energy and Tourism as a participant entity and reports the results from its assessments.

The National Greenhouse and Energy Reporting Act 2007 require the consolidated entity, via its participation in the EKJV, to report its annual green house gas emissions and energy use. The consolidated entity has previously implemented systems and processes for the collection and calculation of data.

Information on directors

Name:	Otakar Demis
Title:	Executive Chairman and Joint Company Secretary
Experience and expertise:	Otakar is a private investor and businessman with several years experience as adirector of the company.
Other current directorships:Former directorships (in the	Executive Chairman and Company Secretary of Tribune Resources Limited
last 3 years):	None
Special responsibilities:	None
Interests in shares:	26,629,601 ordinary shares (4,800 directly and 26,624,801 indirectly)
Interests in options:	1,000,000 options over ordinary shares (indirectly)
Name:	Anthony Billis
Title:	Executive Director
Experience and expertise:	Anthony has over 27 years' experience in gold exploration within the mining industryin Western Australia. He has been involved in the exploration and development ofthe Kundana project for over 22 years.
Other current directorships:Former directorships (in the	Executive Director of Tribune Resources Limited
last 3 years):	None
Special responsibilities:	None
Interests in shares:Interests in options:	41,286,148 ordinary shares (14,000 directly and 41,272,148 indirectly)2,000,000 options over ordinary shares (indirectly)

Rand Mining Limited Directors' report 30 June 2012

Name:	Gordon Sklenka
Title:	Non-Executive Director
Qualifications:	B.Comm
Experience and expertise:	Gordon has worked in Chartered Accounting, Stockbroking and Corporate Advisoryin both Perth and Sydney and has in excess of 15 years' experience in corporatefinance in the resources and technology industries predominantly focusing on capitalraisings, IPOs, acquisitions and project finance.
Other current directorships:	Non-Executive Director of Tribune Resources Limited, Non-Executive Director ofAXG Mining Limited, Non-Executive Director of Advance Energy Ltd, and Non-Executive Director of Kilgore Oil and Gas Ltd
Former directorships (in the
last $3$ years):	Non-Executive Director of Vector Resources Limited (resigned on 11 January 2011)
Special responsibilities:	None
Interests in shares:	26,576,764 ordinary shares (indirectly)
Interests in options:	1,000,000 options over ordinary shares (indirectly)

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

'Former directorships (in the last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

Company secretaries

Roland Berzins (B.Comm, ACPA, FFIN, TA) as joint company secretary has over 20 years' experience in the mining industry. He was previously chief accountant for 6 years at Kalgoorlie Consolidated Gold Mines Pty Ltd ('Kalgoorlie Super Pit'). In addition, Roland has worked as a Senior Mining Analyst for the former BHP iron ore division and has worked for the Mt Newman, Koolan and Cockatoo iron ore project. Since 1996 Roland has been company secretary for a variety of ASX listed companies, and has also had experience in retail, merchant banking, venture capital and SME business advisory. Details of Mr Otakar Demis as joint company secretary can be found in the 'Information of directors' section above.

Meetings of directors

The number of meetings of the company's Board of Directors held during the year ended 30 June 2012, and the number of meetings attended by each director were:

	Full Board
	Attended	Held
O Demis
A Billis
G Sklenka	6

Held: represents the number of meetings held during the time the director held office.

The function of the Nomination and Remuneration Committee was undertaken by the Full Board.

Remuneration report (audited)

The remuneration report, which has been audited, outlines the director and key management personnel remuneration arrangements for the consolidated entity and the company, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

The remuneration report is set out under the following main headings:

Principles used to determine the nature and amount of remuneration $\overline{A}$
$\overline{B}$ Details of remuneration
$\mathcal{C}$ Service agreements
$\Box$ Share-based compensation

Principles used to determine the nature and amount of remuneration $\blacktriangle$

The objective of the consolidated entity's and company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and conforms with the market best practice for delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

competitiveness and reasonableness
acceptability to shareholders $\bullet$
performance linkage / alignment of executive compensation
transparency

The Board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity and company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.

The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity and company.

Alignment to shareholders' interests:

has economic profit as a core component of plan design
attracts and retains high calibre executives

Alignment to program participants' interests:

rewards capability and experience
reflects competitive reward for contribution to growth in shareholder wealth
provides a clear structure for earning rewards

In accordance with best practice corporate governance, the structure of non-executive directors and executive remunerations are separate.

Non-executive directors remuneration

Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors' fees and payments are reviewed annually by the Board. The Board may seek the advice of independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market, see 'use of remuneration consultants' below. There are no termination or retirement benefits for non-executive directors other than statutory superannuation.

ASX listing rules requires that the aggregate non-executive directors remuneration shall be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 30 November 2005, where the shareholders approved an aggregate remuneration of $160,000.

Executive remuneration

The consolidated entity and company aims to reward executives with a level and mix of remuneration based on their position and responsibility, which is both fixed and variable.

The executive remuneration and reward framework has four components:

base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave

The combination of these comprises the executive's total remuneration.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board, based on individual and business unit performance, the overall performance of the consolidated entity and comparable market remunerations.

Executives can receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the consolidated entity and adds additional value to the executive.

The short-term incentives ('STI') program is designed to align the targets of the business units with the targets of those executives in charge of meeting those targets. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product management.

The long-term incentives ('LTI') currently consists of long service leave.

Consolidated entity performance and link to remuneration

The directors' remuneration levels are not directly dependent upon the consolidated entity or company's performance or any other performance conditions. However, practically, whether shareholders vote for or against an increase in the aggregate director remuneration will depend upon, amongst other things, how the consolidated entity and company have performed.

The Board is of the opinion that the continued improved results can be attributed in part to the adoption of performance based compensation and is satisfied that this improvement will continue to increase shareholder wealth if maintained over the coming years.

Use of remuneration consultants

During the financial year ended 30 June 2012, the company did not engage remuneration consultants, to review its existing remuneration policies and provide recommendations on how to improve both the short-term incentives ('STI') program and long-term incentives ('LTI') program.

Voting and comments made at the company's 2011 Annual General Meeting ('AGM')

At the last AGM 76% of the shareholders voted to adopt the remuneration report for the year ended 30 June 2011. The company did not receive any specific feedback at the AGM regarding its remuneration practices.

$\boldsymbol{B}$ Details of remuneration

Amounts of remuneration

Details of the remuneration of the directors, other key management personnel (defined as those who have the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity) and specified executives of Rand Mining Limited are set out in the following tables.

The key management personnel of the consolidated entity consisted of the directors of Rand Mining Limited and the following executives:

Roland Berzins Joint Company Secretary
John Andrews Manager of Kalgoorlie Operations

2012		Short-term benefits		Post-employmentbenefits	Long-termbenefits	Share-basedpayments
Name	Cash salaryand fees$	Bonus$	Non-monetary *$	Super-annuation$	Long serviceleave$	Equity-settled$	Total$
Non-ExecutiveDirectors:
G Sklenka	20,000						20,000
	20,000						20,000
ExecutiveDirectors:O DemisA Billis	30,000109,566139,566	$\overline{\phantom{a}}$	51,57951,579	2,70025,00027,700		$\overline{\phantom{a}}$	32,700186,145218,845
Other KeyManagementPersonnel:
R Berzins	60,000						60,000
J Andrews	82,836	8,250	4,218	25,000			120,304
	142,836	8,250	4,218	25,000			180,304
	302,402	8,250	55,797	52,700			419,149

$\star$ Includes car and housing plus applicable fringe benefits tax payable on benefits

2011		Short-term benefits		Post-employmentbenefits	Long-termbenefits	Share-basedpayments
Name	Cash salaryand fees$	Bonus$	Non-monetary *$	Super-annuation$	Long serviceleave$	Equity-settled$	Total$
Non-ExecutiveDirectors:
G Sklenka	20,000						20,000
	20,000						20,000
ExecutiveDirectors:
O Demis	20,000			1,800			21,800
A Billis	75,000		41,672	25,000			141,672
	95,000		41,672	26,800		Ξ.	163,472
Other KeyManagementPersonnel:
R Berzins	60,000						60,000
J Andrews	65,000			25,000		-	90,000
	125,000			25,000		٠	150,000
	240,000		41,672	51,800			333,472

$\star$ Includes car and housing plus applicable fringe benefits tax payable on benefits

The proportion of remuneration linked to performance and the fixed proportion are as follows:

	Fixed remuneration		At risk - STI		At risk - LTI
Name	2012	2011	2012	2011	2012	2011
Non-Executive Directors:G Sklenka	100%	100%	$-$ %	$-$ %	$-$ %	$-$ %
Executive Directors:O DemisA Billis	100%100%	100%100%	$-$ %$-$ %	$-$ %$-$ %	$-$ %$-$ %	$-$ %$-$ %
Other Key ManagementPersonnel:R BerzinsJ Andrews	100%100%	100%100%	$-$ %$-$ %	$-$ %$-$ %	$-$ %$-$ %	$-$ %$-$ %

There was a cash bonus of $8,250 paid during the financial year ended 30 June 2012 (2011: $nil).

$\mathbf{C}$ Service agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Name:	Otakar Demis
Title:	Executive Chairman and Joint Company Secretary
Term of agreement:	Ongoing subject to re-election at Annual General Meetings every 2 years
Details:	Base salary, inclusive of superannuation, for the year ending 30 June 2012 of$32,700.
Name:	Anthony Billis
Title:	Executive Director and Managing Director
Term of agreement:	Ongoing
Details:	Base salary, inclusive of superannuation, for the year ended 30 June 2012 of$134,566 to be reviewed annually by the board of directors. The company alsoprovides housing and motor vehicle benefits to Mr Billis.
Name:	Roland Berzins
Title:	Joint Company Secretary
Term of agreement:	Ongoing
Details:	Base fees, for the year ended 30 June 2012 of $60,000.
Name:	John Andrews
Title:	Manager of Kalgoorlie Operations
Term of agreement:	Ongoing
Details:	Base salary, inclusive of superannuation for the year ended 30 June 2012 of$116,000 plus motor vehicle benefit.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

Share-based compensation D

Issue of shares

There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2012.

Options

There were no options issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2012.

There were no options granted to or exercised by directors and other key management personnel as part of compensation during the year ended 30 June 2012.

This concludes the remuneration report, which has been audited.

Shares under option

Unissued ordinary shares of Rand Mining Limited under option at the date of this report are as follows:

Grant date	Expiry date	Exerciseprice	Numberunder option
26 October 2007	26 October 2012	$0.60	4.000.000

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.

Shares issued on the exercise of options

There were no shares of Rand Mining Limited issued on the exercise of options during the year ended 30 June 2012.

Shares issued on the exercise of performance rights

There were no shares of Rand Mining Limited issued on the exercise of performance rights during the year ended 30 June 2012.

Indemnity and insurance of officers

The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against 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 contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.

Indemnity and insurance of auditor

The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 33 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services as disclosed in note 33 to the financial statements do not compromise the external auditor's independence for the following reasons:

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decisionmaking capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.

Officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd

There are no officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd.

Rand Mining Limited Directors' report 30 June 2012

Grant Thornton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

______________________________

Anthony Billis Director

03 October 2012 Perth

Grant Thornton Audit Pty Ltd ABN 94 269 609 023

10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872

T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

Auditor's Independence Declaration To the Directors of Rand Mining Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Rand Mining Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

C A Becker Partner – Audit & Assurance

Perth, 3 October 2012

Liability limited by a scheme approved under Professional Standards Legislation

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Rand Mining Limited Statement of corporate governance 30 June 2012

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

The table below summarises the company's compliance with the ASX Corporate Governance Council's Revised Principles and Recommendations.

	Principles and Recommendations	Compliance	Comply
		Principle 1 – Lay solid foundations for management and oversight
1.1	Establish the functionsreserved to the Board of	The Board is responsible for the overallcorporate governance of the Company.	Complies.
	Directors ('Board') of RandMining Limited ('Company')and those delegated tomanage and disclose thosefunctions.	The Board has adopted a Board charter thatformalises its roles and responsibilities anddefines the matters that are reserved for theBoard and specific matters that aredelegated to management.
		The Board has adopted a Delegations ofAuthority that sets limits of authority forsenior executives.
		On appointment of a Director, the Companyissues a letter of appointment setting out theterms and conditions of appointment to theBoard.
1.2	Disclose the process forevaluating the performanceof senior executives.	Senior executives prepare strategicobjectives that are reviewed and signed offby the Board. These objectives must then bemet by senior executives as part of their keyperformance targets. The Chief ExecutiveOfficer ('CEO') then reviews the performanceof the senior executives against thoseobjectives. The Board reviews the CEO'scompliance against his and the Company'sobjectives. These reviews occur annually.	Complies.
1.3	Provide the informationindicated in Guide toreporting on Principle 1.	A Board charter has been disclosed on theCompany's website and is summarised inthis Corporate Governance Statement.	Complies.
		A performance evaluation process isincluded in the Board Charter, which hasbeen disclosed on the Company's websiteand is summarised in this CorporateGovernance Statement.	Complies.
		The Board conducted a performanceevaluation for senior executives in thefinancial year in accordance with the processabove.	Complies.

	Principles and Recommendations	Compliance	Comply
	Principle 2 – Structure the Board to add value
2.1	A majority of the Boardshould be independentdirectors.	The majority of the Board's directors are notindependent as a majority of the Board areeither a substantial shareholder or areexecutive directors of the Company.Gordon Sklenka is a Non-Executive Director,but not independent due to being an indirectsubstantial shareholder.Otakar Demis is an Executive Director andnot independent as he is an indirectsubstantial shareholder.Anthony Billis is an Executive Director.	The majority of directorsdo not comply only due totheir indirect shareholding as a director of arelated entity in theCompany. However theskills and experience ofboth the independent andnon-independent directorsallow the Board to act inthe best interests ofshareholders.
2.2	The Chair should be anindependent director.	Otakar Demis is an Executive Director of theBoard.	Does not comply.However the skills andexperience of Mr Demisallows the Board to act inthe best interests ofshareholders.
2.3	The roles of Chair and ChiefExecutive Officer should notbe exercised by the sameindividual.	Otakar Demis is the Chairman and AnthonyBillis the Chief Executive Officer.	Complies.
2.4	The Board should establisha nomination committee.	The Company has established a Nominationand Remuneration Committee.The Board supports the nomination and reelection of the directors at the Company'sforthcoming Annual General Meeting.	Does not comply. TheBoard considers that theCompany is currently notof a size to justify aseparate Nomination andRemuneration Committee.The Board as a wholeundertakes the process ofreviewing the skill base,experience andremuneration of existingdirectors to enableidentification of attributesrequired in new directors.
2.5	Disclose the process forevaluating the performanceof the Board, its committeesand individual directors.	The Company conducts the process forevaluating the performance of the Board, itscommittees and individual directors asoutlined in the Board Charter which isavailable on the Company's website.The Board's induction program providesincoming directors with information that willenable them to carry out their duties in thebest interests of the Company. This includessupporting ongoing education of directors forthe benefit of the Company.	Complies.

	Principles and Recommendations	Compliance	Comply
2.6	Provide the informationindicated in the Guide toreporting on Principle 2.	This information has been disclosed (whereapplicable) in the Directors' Report attachedto this Corporate Governance Statement.	Complies.
		Gordon Sklenka is considered anindependent director of the Company. Adirector is considered independent when hesubstantially satisfies the test forindependence as set out in the ASXCorporate Governance Recommendations.	The full Board operatesthe Nomination andRemuneration Committee.In addition, the Boarddoes not consist of amajority of independentdirectors (see 2.1 above)
		Members of the Board are able to takeindependent professional advice at theexpense of the Company.	however the skills andexperience of both theindependent and non
		Otakar Demis, Executive Chairman, wasappointed to the Board in November 1985.	independent directorsallow the Board to act inthe best interests of
		Anthony Billis, Managing Director and ChiefExecutive Officer, was appointed to theBoard in January 2003.	shareholders.
		Gordon Sklenka, Non-Executive Director,was appointed to the Board in August 2004.
		The Board as a whole undertakes thefunctions normally associated with aNominations and Remuneration Committee.
		The Board has undertaken a review of themix of skills and experience on the Board inlight of the Company's principal activities anddirection, and has considered diversity insuccession planning. The Board considersthe current mix of skills and experience ofmembers of the Board and its seniormanagement is sufficient to meet therequirements of the Company.
		In accordance with the information suggestedin Guide to Reporting on Principle 2, theCompany has disclosed full details of itsDirectors in the Director's Report attached tothis Corporate Governance Statement. Otherdisclosure material on the Structure of theBoard has been made available on theCompany's website.
	Principle 3 – Promote ethical and responsible decision making
3.1	Establish a code of conductand disclose the code or asummary of the code.	The Board has adopted a code of conductand the code establishes a clear set ofvalues that emphasise a cultureencompassing strong corporate governance,sound business practices and good ethicalconduct.	Complies.
		The code is available on the Company'swebsite.

	Principles and Recommendations	Compliance	Comply
3.2	Companies should establisha policy concerning diversityand disclose the policy or asummary of that policy. Thepolicy should includerequirements for the Boardto establish measurableobjectives for achievinggender diversity and for theboard to assess annuallyboth the objectives andprogress in achieving them.	The Board has undertaken a review of themix of skills and experience on the Board inlight of the Company's principal activities anddirection.The Board will prepare a Diversity Policy thatconsiders the benefits of diversity, ways topromote a culture of diversity, factors to betaken into account in the selection process ofcandidates for board and senior managementpositions in the Company, educationprograms to develop skills and experience inpreparation for board and seniormanagement positions, processes to includereview and appointment of directors, andidentify key measurable diversityperformance objectives for the Board, CEOand senior management.	Due to the size andnature of the firm, theCompany does notcomply, however theBoard has committed theCompany to review andprepare a Diversity Policythat considers all aspectsof diversity in accordancewith corporategovernance guidelines.
3.3	Provide the informationindicated in Guide toreporting on Principle 3.	On completion and acceptance of a DiversityPolicy, the Company will report in eachannual report the measurable objectives forachieving gender diversity set by the Board.The Company has included the proportion of	Due to the size andnature of the firm, theCompany does notcomply, however theBoard has committed theCompany to review andprepare a Diversity Policythat considers all aspectsof diversity in accordancewith corporategovernance guidelines.
		women employees and their positions heldwithin the Company at the end of thisCorporate Governance Statement, under thesection 'Diversity'.	Does not comply.
	Principle 4 – Safeguard integrity in financial reporting
4.1	The Board should establishan audit committee.	The Board believes the Company is notcurrently of a sufficient size, nor its financialaffairs of such complexity to justify theformation of an audit committee. The Boardas a whole undertakes the functions normallyassociated with an audit committee.	Does not comply.
4.2	The audit committee shouldbe structured so that itconsists of only nonexecutive directors, amajority of independentdirectors, is chaired by anindependent chair who is notchair of the Board and haveat least 3 members.	The audit and risk committee did not complywith Recommendation 4.2 in that thecommittee:did not consist of only non-executivedirectors;did not consist of a majority ofindependent directors; andwas not chaired by an independent chair.	Does not comply due tothe composition of theBoard. However, theBoard considers thedirectors to be the mostappropriate members toconstitute the audit andrisk committee given theirtechnical, finance andaccounting expertise andbroad knowledge of theindustry in which theCompany operates within.

	Principles and Recommendations	Compliance	Comply
4.3	The audit committee shouldhave a formal charter.	The Board has not adopted an audit and riskcharter.	Does not comply.However, the Boardconsiders the directors tobe the most appropriatemembers to constitute theaudit and risk committeegiven their technical,finance and accountingexpertise and broadknowledge of the industryin which the Companyoperates within, and assuch, the full boardparticipates.
4.4	Provide the informationindicated in Guide toreporting on Principle 4.	In accordance with the information suggestedin Guide to Reporting on Principle 4, this hasbeen disclosed in the Directors' Reportattached to this Corporate GovernanceStatementThe audit and risk charter, and information onprocedures for the selection and appointmentof the external auditor, and for the rotation ofexternal audit engagement partners (which isdetermined by the audit committee), isavailable on the Company's website.	Complies.
	Principle 5 – Make timely and balanced disclosure
5.1	Establish written policiesdesigned to ensurecompliance with ASX ListingRules disclosurerequirements and to ensureaccountability at a seniorexecutive level for thatcompliance and disclosethose policies or a summaryof those policies.	The Company has adopted a continuousdisclosure policy, to ensure that it complieswith the continuous disclosure regime underthe ASX Listing Rules and the CorporationsAct 2001.This policy is available on the Company'swebsite.	Complies.
5.2	Provide the informationindicated in the Guide toreporting on Principle 5.	The Company's continuous disclosure policyis available on the Company's website.	Complies.
Principle 6 – Respect the rights of shareholders
6.1	Design a communicationspolicy for promoting effectivecommunication withshareholders andencouraging theirparticipation at generalmeetings and disclose thatpolicy or a summary of that	The Company has adopted a shareholdercommunications policy. The Company usesits website (www.randmining.com.au), interimreport, annual report, marketannouncements, media disclosures andwebcasting to communicate with itsshareholders, as well as encouragesparticipation at general meetings.	Complies.

Principles and Recommendations		Compliance	Comply
	policy.	This policy is available on the Company'swebsite.
6.2	Provide the informationindicated in the Guide toreporting on Principle 6.	The Company's shareholder communicationspolicy is available on the Company's website.	Complies.
	Principle 7 – Recognise and manage risk
7.1	Establish policies for theoversight and managementof material business risksand disclose a summary ofthese policies.	The Company has adopted a riskmanagement statement within the audit andrisk committee charter. Board is responsiblefor managing risk.The risk management policy is available onthe Company's website and is summarised inthis Corporate Governance Statement.	Complies.
7.2	The Board should requiremanagement to design andimplement the riskmanagement and internalcontrol system to managethe Company's materialbusiness risks and report toit on whether those risks arebeing managed effectively.The Board should disclosethat management hasreported to it as to theeffectiveness of theCompany's management ofits material business risks.	The Company has identified key risks withinthe business. In the ordinary course ofbusiness, management monitor and managethese risks.Key operational and financial risks arepresented to and reviewed by the Board ateach Board meeting.	Complies.
7.3	The Board should disclosewhether it has receivedassurance from the ChiefExecutive Officer and ChiefFinancial Officer that thedeclaration provided inaccordance with section295A of the Corporations Actis founded on a soundsystem of risk managementand internal control and thatthe system is operatingefficiently and effectively inall material respects inrelation to the financialreporting risks.	The Board has received a statement from theChief Executive Officer and Chief FinancialOfficer that the declaration provided inaccordance with section 295A of theCorporations Act 2001 is founded on a soundsystem of risk management and internalcontrol and that the system is operatingefficiently and effectively in all materialrespects in relation to the financial reportingrisks.	Complies.

	Principles and Recommendations	Compliance	Comply
7.4	Provide the informationindicated in Guide toreporting on Principle 7.	The Board has adopted an audit and riskcharter which includes a statement of theCompany's risk policies.This charter is available on the Company'swebsite and is summarised in this CorporateGovernance Statement.The Company has identified key risks withinthe business and has received a statement ofassurance from the Chief Executive Officerand Chief Financial Officer.	Complies.
	Principle 8 – Remunerate fairly and responsibly
8.1	The Board should establisha remuneration committee.	The Board has not established a nominationcommittee and has not adopted aremuneration charter.The remuneration committee should :consists of a majority of independentdirectors;be chaired by an independent director; andhave three members.	Does not comply. TheBoard considers that theCompany is currently notof a size to justify theformation of a nominationcommittee. The Board asa whole undertakes theprocess of reviewing theskill base, experience andremuneration of existingdirectors.
8.2	Clearly distinguish thestructure of non-executivedirectors' remuneration fromthat of executive directorsand senior executives.	The Company complies with the guidelinesfor executive remuneration packages andnon-executive director remuneration. Refer todirector's report for informationNo senior executive is involved directly indeciding their own remuneration.	Complies.
8.3	Provide the informationindicated in the Guide toreporting on Principle 8.	The Board has adopted a Nomination andRemuneration Committee charter.The Company does not have any schemesfor retirement benefits other thansuperannuation for non-executive directors.	Complies.

Rand Mining Limited's corporate governance practices were in place for the financial year ended 30 June 2012 and to the date of signing the Directors' Report.

Various corporate governance practices are discussed within this statement. For further information on corporate governance policies adopted by Rand Mining Limited, refer to our website: www.randmining.com.au

Board functions

The role of the Board of Rand Mining Limited is as follows:

representing and serving the interests of shareholders by overseeing and appraising the strategies, policies and performance of the Company. This includes overviewing the financial and human resources the Company has in place to meet its objectives and the review of management performance;
protecting and optimising Company performance and building sustainable value for shareholders in accordance with any duties and obligations imposed on the Board by law and the Company's constitution and within a framework of prudent and effective controls that enable risk to be assessed and managed;
responsible for the overall Corporate Governance of Rand Mining Limited and its controlled entities, including monitoring the strategic direction of the Company and those entities, formulating goals for management and monitoring the achievement of those goals;
setting, reviewing and ensuring compliance with the Company's values (including the establishment and observance of high ethical standards); and
ensuring shareholders are kept informed of the Company's performance and major developments affecting its state of affairs.

Responsibilities/functions of the Board include:

selecting, appointing and evaluating from time to time the performance of, determining the remuneration of, and planning for the successor of, the Chief Executive Officer ('CEO');
reviewing procedures in place for appointment of senior management and monitoring of its performance, and for succession planning. This includes ratifying the appointment and the removal of the Chief Financial Officer and the Company Secretary;
input into and final approval of management development of corporate strategy, including setting performance objectives and approving operating budgets;
reviewing and guiding systems of risk management and internal control and ethical and legal compliance. This includes reviewing procedures in place to identify the main risks associated with the Company's businesses and the implementation of appropriate systems to manage these risks;
monitoring corporate performance and implementation of strategy and policy;
approving major capital expenditure, acquisitions and divestitures, and monitoring capital management;
monitoring and reviewing management processes in place aimed at ensuring the integrity of financial and other reporting;
monitoring and reviewing policies and processes in place relating to occupational health and safety, compliance with laws, and the maintenance of high ethical standards; and
performing such other functions as are prescribed by law or are assigned to the Board.

In carrying out its responsibilities and functions, the Board may delegate any of its powers to a Board committee, a director, employee or other person subject to ultimate responsibility of the directors under the Corporations Act 2001.

Matters, if applicable, which are specifically reserved for the Board or its committees include the following:

appointment of a Chair;
appointment and removal of the CEO;
appointment of directors to fill a vacancy or as additional directors;
establishment of Board committees, their membership and delegated authorities;
approval of dividends;
development and review of corporate governance principles and policies;
approval of major capital expenditure, acquisitions and divestitures in excess of authority levels delegated to management;
calling of meetings of shareholders; and
any other specific matters nominated by the Board from time to time.

Structure of the Board

The Company's constitution governs the regulation of meetings and proceedings of the Board.

The Board determines its size and composition, subject to the terms of the constitution. The Board does not believe that it should establish a limit on tenure other than stipulated in the company constitution.

While tenure limits can help to ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight in the Company and its operation and, therefore, an increasing contribution to the Board as a whole. It is intended that the Board should comprise a majority of independent non-executive directors and comprise directors with a broad range of skills, expertise and experience from a diverse range of backgrounds. It is also intended that the Chair should be an independent Non-Executive Director. The Board regularly reviews the independence of each director in light of the interests disclosed to the Board.

The Board only considers directors to be independent where they are independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the exercise of their unfettered and independent judgment. The Board has adopted a definition of independence based on that set out in Principle 2 of the ASX Corporate Governance Revised Principles and Recommendations. The Board will review the independence of each director in light of interests disclosed to the Board, including their participation in board activities associated with related entities, from time to time.

In accordance with the definition of independence above, and the materiality thresholds set, the following directors of Rand Mining Limited are considered to be independent:

Name Position

Gordon Sklenka Non-Executive Director

There are procedures in place, agreed by the Board, to enable directors in furtherance of their duties to seek independent professional advice at the Company's expense.

The appointment date of each director in office at the date of this report is as follows:

Name	Position	Appointment Date
Otakar Demis	Executive Director, Chairman	Appointed 26 July 1990
Anthony Billis	Executive Director	Appointed 22 January 2003
Gordon Sklenka	Non-Executive Director	Appointed 16 August 2004

Further details on each director can be found in the Directors' Report attached to this Corporate Governance Statement.

Securities trading policy

Under the Company's Guidelines for Dealing in Securities Policy, directors, officers and employees of the Company should not trade in the Company's securities when he or she is in possession of price sensitive information that is not generally available to the market.

Directors and senior management are likely to be in possession of unpublished price sensitive information concerning the Company by virtue of their position within the Company. Therefore those persons are restricted from dealing in the Company's securities in the thirty day period immediately preceding the release of price sensitive information to the ASX (Non-Trading Period).

In addition, directors, officers and employees can only deal in the Company's securities after having first obtained clearance from the Company*,* and must notify the Company Secretary when a trade has occurred.

As required by the ASX Listing Rules, the Company notifies the ASX of any transaction conducted by directors in the securities of the Company within five business days of the transaction taking place.

The Securities Trading Policy has been issued to ASX and can be found on the Company's website

Audit and Risk Committee

The Board may, subject to the Company being of the size and nature to warrant the establishment of a select committee, establish an Audit and Risk Committee which would operates under a Charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. The full Board deputises for the Audit and Risk Committee in the interim period. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators.

Risk

The responsibility of overseeing risk falls within the charter of the Audit and Risk Committee. The Company identifies areas of risk within the Company and management and the Board continuously undertake a risk assessment of the Company's operations, procedures and processes. The risk assessment is aimed at identifying the following:

a culture of risk control and the minimisation of risk throughout the Company, which is being done through natural or instinctive process by employees of the Company;
a culture of risk control that can easily identify risks as they arise and amend practices;
the installation of practices and procedures in all areas of the business that are designed to minimise an event or incident that could have a financial or other effect on the business and its day to day management; and
adoption of these practices and procedures to minimise many of the standard commercial risks, i.e. taking out the appropriate insurance policies, or ensuring compliance reporting is up to date.

The full board deputises for the Audit and Risk Committee in the interim period.

CEO and CFO certification

The Chief Executive Officer and Chief Financial Officer have given a written declaration to the Board required by section 295A of the Corporations Act 2001 that in their view:

the Company's financial report is founded on a sound system of risk management and internal compliance and control which implements the financial policies adopted by the Board; and
the Company's risk management and internal compliance and control system is operating effectively in all material respects.

Performance

The performance of the Board and key executives is reviewed regularly using both measurable and qualitative indicators.

On an annual basis, directors will provide written feedback in relation to the performance of the Board against a set of agreed criteria.

feedback will be collected by the chair of the Board, or an external facilitator, and discussed by the Board, with consideration being given as to whether any steps should be taken to improve performance of the Board;
the Chief Executive Officer will also provide feedback from senior management in connection with any issues that may be relevant in the context of Board performance review; and
where appropriate to facilitate the review process, assistance may be obtained from third party advisers.

Remuneration

It is the Company's objective to provide maximum stakeholder benefit from the retention of a high quality Board and Executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions. To assist in achieving this objective, the Board, in assuming the responsibilities of assessing remuneration to employees, links the nature and amount of executive directors' and officers' remuneration to the Company's financial and operational performance. The expected outcomes of the remuneration structure are:

retention and motivation of key executives;
attraction of high quality management to the Company; and
performance incentives that allow executives to share in the success of Rand Mining Limited.

For a more comprehensive explanation of the Company's remuneration framework and the remuneration received by directors and key executives in the current period, please refer to the Remuneration Report, which is contained within the Directors' Report.

There is no scheme to provide retirement benefits to non-executive (or executive) directors.

The Nomination and Remuneration Committee, currently undertaken by the Full Board is responsible for determining and reviewing compensation arrangements for the directors themselves and the Chief Executive Officer and Executive team.

Diversity

The Company does not have a formal diversity policy and is therefore not disclosing any measurable objectives for achieving gender diversity.

The participation of women in the company and consolidated entity at 30 June 2012 was as follows:

•	Women employees in the consolidated entity	20%
•	Women in senior management positions	0%
•	Women on the board	0%

Rand Mining Limited Financial report 30 June 2012

Financial report
Statement of comprehensive income	34
Statement of financial position	36
Statement of changes in equity	37
Statement of cash flows	38
Notes to the financial statements	39
Directors' declaration	85
Independent auditor's report to the members of Rand Mining Limited	86

General information

The financial report covers Rand Mining Limited as a consolidated entity consisting of Rand Mining Limited and the entities it controlled. The financial report is presented in Australian dollars, which is Rand Mining Limited's functional and presentation currency.

Page

The financial report consists of the financial statements, notes to the financial statements and the directors' declaration

Rand Mining Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Suite G1, 49 Melville Parade South Perth WA 6151

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial report.

The financial report was authorised for issue, in accordance with a resolution of directors, on 28 September 2012. The directors have the power to amend and reissue the financial report.

Rand Mining Limited Statement of comprehensive income For the year ended 30 June 2012

			Consolidated
	Note	2012$	2011$
Revenue from continuing operations	5	15,385,846	13,205,248
Share of profits of associates accounted for using the equity method	6	2,614,353	2,941,169
Other income	7	12,114	84,056
Expenses
Changes in inventories		5,984,793	4,699,962
Employee benefits expense		(570, 038)	(540, 764)
Management fees		(421, 301)	(361,085)
Depreciation and amortisation expense	8	(3,694,128)	(1,624,882)
Impairment of available-for-sale assets		(118,001)	(75, 804)
Impairment of exploration and evaluation		(607, 925)	(215, 447)
Impairment of equity accounted investments		(2,489,167)

Administration expenses		(1,316,877)	(731, 724)
Mining expenses		(7,077,614)	(7,088,598)
Processing expenses		(1,771,655)	(1,926,669)
Royalty expenses		(691, 593)	(640, 573)
Finance costs	$,8,$	(337, 650)	(94, 745)
Profit before income tax expense from continuing operations		4,901,157	7,630,144
Income tax expense	$\boldsymbol{9}$	(1,747,879)	(2,664,456)
Profit after income tax expense from continuing operations		3,153,278	4,965,688
Profit after income tax expense from discontinued operations	10		458,778
Profit after income tax expense for the year attributable to the owners of
Rand Mining Limited	29	3,153,278	5,424,466
Other comprehensive income
Available-for-sale financial assets - current year losses		(305,064)	(58, 770)
Available-for-sale financial assets - reclassification to profit or loss		115,751	79,015
Share of other comprehensive income of associates and joint ventures		(95, 434)	52,517
Tax movement on disposal of land and buildings			127,694
Other comprehensive income for the year, net of tax		(284, 747)	200,456
Total comprehensive income for the year attributable to the owners of
Rand Mining Limited		2,868,531	5,624,922

Rand Mining Limited Statement of comprehensive income For the year ended 30 June 2012

		Consolidated
	Note	2012$	2011$
		Cents	Cents
Earnings per share from continuing operations attributable to the
owners of Rand Mining Limited
Basic earnings per share	43	5.18	8.16
Diluted earnings per share	43	5.18	8.16
Earnings per share from discontinued operations attributable to theowners of Rand Mining Limited
Basic earnings per share	43		0.75
Diluted earnings per share	43		0.75
Earnings per share for profit attributable to the owners of Rand MiningLimited
Basic earnings per share	43	5.18	8.92
Diluted earnings per share	43	5.18	8.92

Refer to note 3 for detailed information on restatement of comparatives.

Rand Mining Limited Statement of financial position As at 30 June 2012

		Consolidated
	Note	2012	2011
		$	$
Assets
Current assets
Cash and cash equivalents	11	1,685,256	2,625,332
Trade and other receivables	12	767,042	634,661
Inventories	13	18,197,602	12,212,809
Total current assets		20,649,900	15,472,802
Non-current assets
Investments accounted for using the equity method	14	14,308,686	14,278,934
Available-for-sale financial assets	15	318,194	473,259
Property, plant and equipment	16	2,576,573	2,962,569
Exploration and evaluation	17		28,813
Mine development	18	8,008,703	5,251,864
Deferred tax	19	209,538	393,377
Total non-current assets		25,421,694	23,388,816

Total assets		46,071,594	38,861,618
Liabilities
Current liabilities
Trade and other payables	20	3,251,117	2,169,454
Borrowings	21	3,250,000
Income tax	22	273,354	781,377
Provisions	23	135,429	152,946
Total current liabilities		6,909,900	3,103,777
Non-current liabilities
Borrowings	24	1,750,000	1,275,000
Deferred tax	25	2,150,784	2,098,755
Provisions	26	352,993	344,700
Total non-current liabilities		4,253,777	3,718,455
Total liabilities		11,163,677	6,822,232
Net assets		34,907,917	32,039,386
Equity
Issued capital	27	17,573,427	17,573,427
Reserves	28	1,960,908	2,245,655
Retained profits	29	15,373,582	12,220,304
Total equity
		34,907,917	32,039,386

Refer to note 3 for detailed information on restatement of comparatives.

Rand Mining Limited Statement of changes in equity For the year ended 30 June 2012

	IssuedcapitalS	Reserves$	Retainedprofits$	Totalequity$
ConsolidatedBalance at 1 July 2010	17,578,448	2,752,736	6,088,301	26,419,485
Profit after income taxexpense for the yearOther comprehensive income			5,424,466	5,424,466
for the year, net of tax		(507, 081)	707,537	200,456
Total comprehensive incomefor the year		(507, 081)	6,132,003	5,624,922
Transactions with owners intheir capacity as owners:Transaction costs on sharesissued	(5,021)			(5,021)
Balance at 30 June 2011	17,573,427	2,245,655	12,220,304	32,039,386
	Issuedcapital$	Reserves$	Retainedprofits$	Totalequity$
Consolidated
Balance at 1 July 2011	17,573,427	2,245,655	12,220,304	32,039,386
Profit after income taxexpense for the year			3,153,278	3,153,278
Other comprehensive incomefor the year, net of tax		(284, 747)		(284, 747)
Total comprehensive incomefor the year		(284, 747)	3, 153, 278	2,868,531
Balance at 30 June 2012	17,573,427	1,960,908	15,373,582	34,907,917

Rand Mining Limited Statement of cash flows For the year ended 30 June 2012

		Consolidated
	Note	2012	2011
		$	$
Cash flows from operating activities
Receipts from customers (inclusive of GST)		15,285,275	13,055,523
Payments to suppliers and employees (inclusive of GST)		(10,510,296)	(11,788,536)
Interest received		100,574	139,669
Interest and other finance costs paid		(371, 666)	(244, 449)
Income taxes paid		(1,455,791)	(626, 614)
Net cash from operating activities	42	3,048,096	535,593

Cash flows from investing activities
Payments for investments		(150,000)	(75, 804)
Payments for property, plant and equipment		(1,265,661)	(1,485,818)
Payments for exploration and evaluation		(1,560,234)	(381, 209)
Payments for mine development		(4,773,214)	(1, 182, 827)
Proceeds from sale of property, plant and equipment		35,937	890,000
Net cash used in investing activities		(7,713,172)	(2, 235, 658)
Cash flows from financing activities
Loans by other entities			(495, 607)
Loans received from related parties			256,000
Loans repaid to related parties			(160, 423)
Proceeds from borrowings		3,725,000	1,275,000
Cash out on deconsolidation of Onslow Resources Limited			(57, 189)
Net cash from financing activities		3,725,000	817,781

Net decrease in cash and cash equivalents		(940,076)2,625,332	(882, 284)
Cash and cash equivalents at the beginning of the financial year			3,507,616
Cash and cash equivalents at the end of the financial year	11	1,685,256	2,625,332

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AASB 2011-1 Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence Project The consolidated entity has applied AASB 2011-1 amendments from 1 July 2011. These amendments made changes to a range of Australian Accounting Standards and Interpretations for the purpose of closer alignment to International Financial Reporting Standards ('IFRSs') and harmonisation between Australian and New Zealand Standards. The amendments removed certain quidance and definitions from Australian Accounting Standards for conformity of drafting with IFRSs but without any intention to change requirements.

AASB 1048 Interpretation of Standards (revised)

The consolidated entity has applied AASB 1048 (revised) for the year ended 30 June 2012. The revised standard identifies the Australian Interpretations and classifies them into two groups: those that correspond to an International Accounting Standards Board ('IASB') Interpretation (Table 1 - international equivalent), and those that do not (Table 2 - domestic interpretations). The standard has been updated to remove old or superseded interpretations and add new interpretations.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 37.

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Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entity's which intend to settle simultaneously.

Discontinued operations

A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the statement of comprehensive income.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade and other receivables

Other receivables are recognised at amortised cost, less any provision for impairment.

Inventories

Inventories are stated at the lower of cost and net realisable value on a 'first in first out' basis. Cost comprises direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.

Cost is determined on the following basis:

aold 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; and
a proportion of related depreciation and amortisation charge is included in the cost of inventory.

Associates

Associates are entities over which the consolidated entity has significant influence but not control or joint control. Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity's share of net assets of the associates. Dividends received or receivable from associates reduce 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 unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Joint ventures

A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Investments in joint ventures are accounted for in the consolidated financial statements using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Income earned from joint venture entities is recognised as revenue in the parent entity's profit or loss, whilst in the consolidated financial statements they reduce the carrying amount of the investment.

Investments and other financial assets

Investments and other financial assets are measured at either amortised cost or fair value depending on their classification. Classification is determined based on the purpose of the acquisition and subsequent reclassification to other categories is restricted. The fair values of quoted investments are based on current bid prices. For unlisted investments, the consolidated entity establishes fair value by using valuation techniques. These include the use of recent arms length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership.

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 carried at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the asset is derecognised or impaired.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets, principally equity securities, that are either designated as available-for-sale or not classified as any other category. After initial recognition, fair value movements are recognised directly in the available-for-sale reserve in equity. Cumulative gain or loss previously reported in the available-for-sale reserve is recognised in profit or loss when the asset is derecognised or impaired.

Impairment of financial assets

The consolidated entity assesses at the end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets is impaired. Objective evidence includes significant financial difficulty of the issuer or obligor; a breach of contract such as default or delinquency in payments; the lender granting to a borrower concessions due to economic or legal reasons that the lender would not otherwise do; it becomes probable that the borrower will enter bankruptcy or other financial reorganisation; the disappearance of an active market for the financial asset; or observable data indicating that there is a measurable decrease in estimated future cash flows.

The amount of the impairment allowance for loans and receivables carried at amortised cost is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. If there is a reversal of impairment, the reversal cannot exceed the amortised cost that would have been had the impairment not been recognised and is reversed to profit or loss.

Available-for-sale financial assets are considered impaired when there has been a significant or prolonged decline in value below initial cost. Subsequent increments in value are recognised directly in the available-for-sale reserve.

Property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:

Plant and equipment	2.7-6.7 years
Mining plant and equipment	2.7-6.7 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

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 capitalised 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.

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 profit or loss during the financial period in which they are incurred.

Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits.

Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.

Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the end of the lease term.

Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straightline basis over the term of the lease

Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

A regular review is undertaken by the Board of Directors of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where uncertainty exists as to the future viability of certain areas, the value of the area of interest is written off to profit or loss or provided against.

Mine development assets

Capitalised mine development costs include expenditures incurred to develop new ore bodies to define further mineralisation 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.

Impairment of non-financial assets

Goodwill and exploration and evaluation that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes 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.

Recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

The carrying value of capitalised exploration and evaluation is assessed for impairment at the area of interest level whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.

Trade and other pavables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred, including:

interest on short-term and long-term borrowings

Provisions

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

Note 1. Significant accounting policies (continued)

Employee benefits

Wages and salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Long service leave

The liability for long service leave is recognised in current and non-current liabilities, depending on the unconditional right to defer settlement of the liability for at least 12 months after the reporting date. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

Share-based payments

Equity-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Binomial option pricing 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, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any noncontrolling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.

Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

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AASB 2010-8 Amendments to Australian Accounting Standards- Deferred Tax: Recovery of Underlying Assets These amendments are applicable to annual reporting periods beginning on or after 1 January 2012 and a practical approach for the measurement of deferred tax relating to investment properties measured at fair value, property, plant and equipment and intangible assets measured using the revaluation model. The measurement of deferred tax for these specified assets is based on the presumption that the carrying amount of the underlying asset will be recovered entirely through sale, unless the entity has clear evidence that economic benefits of the underlying asset will be consumed during its economic life. The consolidated entity is yet to quantify the tax effect of adopting these amendments from 1 July 2012.

AASB 10 Consolidated Financial Statements

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard has a new definition of 'control'. Control exists when the reporting entity is exposed, or has the rights, to variable returns (e.g. dividends, remuneration, returns that are not available to other interest holders including losses) from its involvement with another entity and has the ability to affect those returns through its 'power' over that other entity. A reporting entity has power when it has rights (e.g. voting rights, potential voting rights, rights to appoint key management, decision making rights, kick out rights) that give it the current ability to direct the activities that significantly affect the investee's returns (e.g. operating policies, capital decisions, appointment of key management). The consolidated entity will not only have to consider its holdings and rights but also the holdings and rights of other shareholders in order to determine whether it has the necessary power for consolidation purposes. The adoption of this standard from 1 July 2013 may have an impact where the consolidated entity has a holding of less than 50% in an entity, has de facto control, and is not currently consolidating that entity.

AASB 11 Joint Arrangements

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard defines which entities qualify as joint ventures and removes the option to account for joint ventures using proportional consolidation. Joint ventures, where the parties to the agreement have the rights to the net assets will use equity accounting. Joint operations, where the parties to the agreements have the rights to the assets and obligations for the liabilities will account for the assets, liabilities, revenues and expenses separately, using proportionate consolidation. The adoption of this standard from 1 July 2013 will not have a material impact on the consolidated entity.

AASB 12 Disclosure of Interests in Other Entities

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. It contains the entire disclosure requirement associated with other entities, being subsidiaries, associates and joint ventures. The disclosure requirements have been significantly enhanced when compared to the disclosures previously located in AASB 127 'Consolidated and Separate Financial Statements', AASB 128 'Investments in Associates', AASB 131 'Interests in Joint Ventures' and Interpretation 112 'Consolidation - Special Purpose Entities'. The adoption of this standard from 1 July 2013 will significantly increase the amount of disclosures required to be given by the consolidated entity such as significant judgements and assumptions made in determining whether it has a controlling or non-controlling interest in another entity and the type of non-controlling interest and the nature and risks involved.

AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB13

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The standard provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the 'exit price' and it provides guidance on measuring fair value when a market becomes less active. The 'highest and best use' approach would be used to measure assets whereas liabilities would be based on transfer value. As the standard does not introduce any new requirements for the use of fair value, its impact on adoption by the consolidated entity from 1 July 2013 should be minimal, although there will be increased disclosures where fair value is used.

AASB 127 Separate Financial Statements (Revised)

AASB 128 Investments in Associates and Joint Ventures (Reissued)

These standards are applicable to annual reporting periods beginning on or after 1 January 2013. They have been modified to remove specific quidance that is now contained in AASB 10. AASB 11 and AASB 12. The adoption of these revised standards from 1 July 2013 will not have a material impact on the consolidated entity.

AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011)

This revised standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The amendments eliminate the corridor approach for the deferral of gains and losses; streamlines the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring remeasurements to be presented in other comprehensive income; and enhances the disclosure requirements for defined benefit plans. The amendments also change the definition of short-term employee benefits, from 'due to' to 'expected to' be settled within 12 months and will require annual leave that is not expected to be wholly settled within 12 months to be discounted allowing for expected salary levels in the future period when the leave is expected to be taken. The adoption of the revised standard from 1 July 2013 is expected to reduce the reported annual leave liability and increase disclosures of the consolidated entity.

AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirement

These amendments are applicable to annual reporting periods beginning on or after 1 July 2013, with early adoption not permitted. They amend AASB 124 'Related Party Disclosures' by removing the disclosure requirements for individual key management personnel ('KMP'). The adoption of these amendments from 1 July 2013 will remove the duplication of information relating to individual KMP in the notes to the financial statements and the directors report. As the aggregate disclosures are still required by AASB 124 and during the transitional period the requirements may be included in the Corporations Act or other legislation, it is expected that the amendments will not have a material impact on the consolidated entity.

AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards

The amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The amendments make numerous consequential changes to a range of Australian Accounting Standards and Interpretations, following the issuance of AASB 10, AASB 11, AASB 12 and revised AASB 127 and AASB 128. The adoption of these amendments from 1 July 2013 will not have a material impact on the consolidated entity.

AASB 2011-9 Amendments to Australian Accounting Standards - Presentation of Items of Other Comprehensive Income

These amendments are applicable to annual reporting periods beginning on or after 1 July 2012. The amendments requires grouping together of items within other comprehensive income on the basis of whether they will eventually be 'recycled' to the profit or loss (reclassification adjustments). The change provides clarity about the nature of items presented as other comprehensive income and the related tax presentation. The adoption of the revised standard from 1 July 2012 will impact the consolidated entity's presentation of its statement of comprehensive income.

AASB 2012-2 Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial Assets and Financial Liabilities

The amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The disclosure requirements of AASB 7 'Financial Instruments: Disclosures' (and consequential amendments to AASB 132 'Financial Instruments: Presentation') have been enhanced to provide users of financial statements with information about netting arrangements, including rights of set-off related to an entity's financial instruments and the effects of such rights on its statement of financial position. The adoption of the amendments from 1 July 2013 will increase the disclosures by the consolidated entity.

AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial Liabilities

The amendments are applicable to annual reporting periods beginning on or after 1 January 2014. The amendments add application guidance to address inconsistencies in the application of the offsetting criteria in AASB 132 'Financial Instruments: Presentation', by clarifying the meaning of "currently has a legally enforceable right of set-off"; and clarifies that some gross settlement systems may be considered to be equivalent to net settlement. The adoption of the amendments from 1 July 2014 will not have a material impact on the consolidated entity.

AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle The amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The amendments affect five Australian Accounting Standards as follows: Confirmation that repeat application of AASB 1 (IFRS 1) 'Firsttime Adoption of Australian Accounting Standards' is permitted; Clarification of borrowing cost exemption in AASB 1; Clarification of comprehensive information requirements when an entity provides a third balance sheet in accordance with AASB 101 'Presentation of Financial Statements'; Clarification that servicing of equipment is covered by AASB 116 'Property, Plant and Equipment', if such equipment is used for more than one period; AASB 132 'Financial Instruments: Presentation' Clarification of the tax effect of distributions to holders of an equity instrument is recognised in the income statement; and clarification of the financial reporting requirements in AASB 134 'Interim Financial Reporting' and the disclosure requirements of segment assets and liabilities. The adoption of the amendments from 1 July 2013 will not have a material impact on the consolidated entity.

Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine and AASB 2011-12 Amendments to Australian Accounting Standards arising from Interpretation 20

This interpretation and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2013 The Interpretation clarifies when production stripping costs should lead to the recognition of an asset and how that asset should be initially and subsequently measured. The Interpretation only deals with waste removal costs that are incurred in surface mining activities during the production phase of the mine. The adoption of the interpretation and the amendments from 1 July 2013 will not have a material impact on the consolidated entity.

Note 2. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, 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.

Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

Estimation of useful lives of assets

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Income tax

The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Note 2. Critical accounting judgements, estimates and assumptions (continued)

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Note 3. Restatement of comparatives

Restatement of capitalised exploration and evaluation costs

In the consolidated entity's joint venture, East Kundana Joint Venture, it was found that certain expenses in relation to exploration and evaluation had been expensed to profit or loss and not capitalised as part of the asset. As a result of this, the consolidated entity has restated the financials for the adjustment of $36,149 to correct the balances. An extract of the adjustment and its effect of the statement of comprehensive income and statement of financial position is shown below.

Earnings per share and diluted earnings per share for the financial year ended 30 June 2011 were restated from 8.86 cents to 8.92 cents.

Earnings per share and diluted earnings per share from continuing operations for the financial year ended 30 June 2011 were restated from 8.10 cents to 8.16 cents.

Statement of comprehensive income

	Consolidated
	2011		2011
Extract	$Reported	SAdjustment	SRestated

Expenses
Mining expenses	(7, 124, 747)	36,149	(7,088,598)
Profit before income tax expense from continuing operations	7,593,995	36,149	7,630,144
Income tax expense	(2,664,456)		(2,664,456)

Profit after income tax expense from continuing operations	4,929,539	36,149	4,965,688
Profit after income tax expense from discontinued operations	458,778		458,778
Profit after income tax expense for the year attributable to the
owners of Rand Mining Limited	5,388,317	36,149	5,424,466
Other comprehensive income for the year, net of tax	200,456		200,456
Total comprehensive income for the year attributable to the owners
of Rand Mining Limited	5,588,773	36,149	5,624,922

Statement of financial position at the beginning of the earliest comparative period

When there is a restatement of comparatives, it is mandatory to provide a third statement of financial position at the beginning of the earliest comparative period, being 1 July 2010. However, as there were no adjustments made as at 1 July 2010, the consolidated entity has elected not to show the 1 July 2010 statement of financial position.

Note 3. Restatement of comparatives (continued)

Statement of financial position at the end of the earliest comparative period

		Consolidated
	2011		2011
	$	$	$
Extract	Reported	Adjustment	Restated
Assets
Non-current assets
Property, plant and equipment	2,926,420	36,149	2,962,569
Total non-current assets	23,352,667	36,149	23,388,816

Total assets	38,825,469	36,149	38,861,618
Liabilities
Total liabilities	6,822,232		6,822,232
Net assets	32,003,237	36,149	32,039,386
Equity
Retained profits	12, 184, 155	36,149	12,220,304
Equity attributable to the owners of Rand Mining Limited	32,003,237	36,149	32,039,386
Total equity	32,003,237	36,149	32,039,386

Note 4. Operating segments

Identification of reportable operating segments

The consolidated entity has one operating segment. Based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

Major customers

During the year ended 30 June 2012 approximately 100% (2011: 99%) of the consolidated entity's external revenue was derived from sales to one customer.

Operating segment

As the consolidated entity only has one segment the information relating to this segment is detailed throughout the financial statements.

Note 5. Revenue

		Consolidated
	2012	2011
	$	$
From continuing operations
Sales revenue
Sales of gold	15,285,272	13,005,085
Sales of silver		50,438
	15,285,272	13,055,523
Other revenue
Interest	100,574	149,725
Revenue from continuing operations	15,385,846	13,205,248

Note 6. Share of profits of associates accounted for using the equity method

	Consolidated
	2012	2011S
Share of profit - associates	2,614,353	2,941,169

Note 7. Other income

		Consolidated
	2012S	2011$
Net gain on disposal of investments	2,250	241
Other income	9,864	83,815
Other income	12.114	84,056

Note 8. Expenses

	Consolidated
	2012$	2011$
Profit before income tax from continuing operationsincludes the following specific expenses:
DepreciationPlant and equipmentMining plant and equipment	2,3141,657,676	3,390515,694
Total depreciation	1,659,990	519,084
AmortisationMine development	2,034,138	1,105,798
Total depreciation and amortisation	3,694,128	1,624,882
Finance costsInterest and finance charges paid/payable	337,650	94,745
Rental expense relating to operating leasesMinimum lease payments	6,813	6,926
Superannuation expenseDefined contribution superannuation expense	63,621	61,034

Note 9. Income tax expense

	Consolidated
	2012	2011
	$	$
Income tax expense
Current tax	1,545,622	1,804,797
Deferred tax - origination and reversal of temporary
differences	224,425	729,252
Adjustment recognised for prior periods	(22, 168)	58,384
Aggregate income tax expense	1,747,879	2,592,433
Income tax expense is attributable to:
Profit from continuing operations	1,747,879	2,664,456
Loss from discontinued operations		(72, 023)
Aggregate income tax expense	1,747,879	2,592,433
Deferred tax included in income tax expense comprises:
Decrease/(increase) in deferred tax assets (note 19)	172,396	(63, 841)
Increase in deferred tax liabilities (note 25)	52,029	793,093

Deferred tax - origination and reversal of temporary
differences	224,425	729,252
Numerical reconciliation of income tax expense and tax at
the statutory rate
Profit before income tax expense from continuing
operations	4,901,157	7,630,144
Profit before income tax expense from discontinued
operations		386,755
	4,901,157	8,016,899
Tax at the statutory tax rate of 30%	1,470,347	2,405,070
Tax effect amounts which are not deductible/(taxable) in
calculating taxable income:
Acquisition costs on Liberia	286,517
Sundry items	13,183	128,979
	1,770,047	2,534,049
Adjustment recognised for prior periods	(22, 168)	58,384
Income tax expense	1,747,879	2,592,433
Amounts charged/(credited) directly to equity
Deferred tax assets (note 19)	11,443	(69, 655)

Note 10. Discontinued operations

Description

Due to a change in capital of Onslow Resources Ltd ('ORL'), a public company not listed on the Australian Securities Exchange, ORL is no longer a wholly-owned subsidiary of Rand Mining Limited but is now an investment held-for-sale as Rand Mining Limited's ownership changed from 100% to 6.35% in the financial year ended 30 June 2011.

As a result of this, the consolidated entity recognised a profit on disposal of the business of $626,831 and accounted for the remaining investment of $17,902 as an available-for-sale-financial asset in the comparative period.

Financial performance information

	Consolidated
	2012$	2011$
Revenue		189
Total revenue		189
Employee benefits expense		(9,037)
Depreciation and amortisation expense		(312)
Impairment of exploration and evaluation		(132, 424)
Administration expenses		(80, 403)
Finance costs		(18,089)
Total expenses		(240, 265)
Loss before income tax benefit		(240, 076)
Income tax benefit		72,023
Loss after income tax benefit		(168, 053)
Gain on disposal before income tax		626,831
Income tax expense
Gain on disposal after income tax expense		626,831
Profit after income tax expense from discontinued
operations		458,778
Details of the disposal
		Consolidated
	2012$	2011$

Net liabilities before deemed disposalLess: net assets after deemed disposal		608.92617,905
Gain on disposal before income taxIncome tax expense		626.831
Gain on disposal after income tax	-	626,831

Note 11. Current assets - cash and cash equivalents

	Consolidated
	2012	2011
	$	$
Cash on hand	200	200
Cash at bank	1,499,836	2,439,912
Cash on deposit	185,220	185,220

	1,685,256	2,625,332

Note 12. Current assets - trade and other receivables

	Consolidated
	2012	2011
	$	$
Other receivables	138,594	111,220
Goods and services tax receivable	3,821	50,665
Loans from related parties		472,776
Prepaid drilling (refer Note 36)	624,627

	767,042	634,661

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

		Consolidated
	2012	2011$
Opening balance		80,143
Deconsolidation of Onslow Resources Limited		(80, 143)
Closing balance

Past due but not impaired

There were no past due but not impaired receivables at 30 June 2012 or 30 June 2011.

Note 13. Current assets - inventories

		Consolidated
	2012$	2011$
Ore stockpilesGold in transit	3,312,189627,573	1,650,606-
Gold on hand	14,257,840	10,562,203
	--18,197,602	12,212,809

Gold on hand at 30 June 2012 has a net realisable value of $32,413,359 (2011: $20,795,667) measured at spot rate of $1,573.15 (2011: $1,420.66). Gold in transit had a net realisable value of $1,447,252 (2011: $nil) measured at spot rate of $1,573.15 (2011: $1,452.15).

Note 14. Non-current assets - investments accounted for using the equity method

		Consolidated
	2012$	2011$
Investment in associate - Tribune Resources LimitedLess: provision for impairment	19,074,193(4,765,507)	16,555,274(2,276,340)
-	-14,308,686	14,278,934

Refer to note 39 for further information on investments in associates.

Refer to note 40 for further information on interests in joint ventures.

Note 15. Non-current assets - available-for-sale financial assets

		Consolidated
	2012	2011
	$	$
Listed securities - at fair value	318,194	455,357
Unlisted securities - at fair value		17,902
	318,194	473,259

ReconciliationReconciliation of the fair values at the beginning and endof the current and previous financial year are set out
Opening fair value	473,259	438,322
Additions	150,000	93,705
Revaluation increments		20,157
Revaluation decrements	(187,064)
Impairment of assets	(118,001)	(75, 803)
Write off of assets		(3, 122)
Closing fair value	318,194	473,259

Refer to note 31 for further information on financial instruments.

Note 16. Non-current assets - property, plant and equipment

		Consolidated
	2012	2011
	$	$
Plant and equipment - at cost	296,214	294,086
Less: Accumulated depreciation	(290,998)	(288, 684)
	5,216	5,402

Mining plant and equipment - at cost	6,107,505	4,499,248
Less: Accumulated depreciation	(4,024,194)	(2,976,706)
	2,083,311	1,522,542

Construction work in progress - at cost	488,046	1,434,625
	488,046	1,434,625

	2,576,573	2,962,569

Note 16. Non-current assets - property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

	Land andbuildings$	Plant andequipmentS	Mining plantand equipment	ConstructionWIP$	Total$
Consolidated
Balance at 1 July 2010	890,000	18,767	1,847,766	144,250	2,900,783
Additions		4,973	54,277	1,426,568	1,485,818
Disposals	(890,000)	(14, 636)			(904,636)
Transfers in/(out)			136,193	(136, 193)
Depreciation expense		(3,702)	(515, 694)		(519, 396)
Balance at 30 June 2011		5,402	1,522,542	1,434,625	2,962,569
Additions		2,128	11,142	1,464,934	1,478,204
Disposals			(28, 743)		(28, 743)
Transfers in/(out)			2,236,046	(2,411,513)	(175, 467)
Depreciation expense		(2, 314)	(1,657,676)		(1,659,990)
Balance at 30 June 2012		5,216	2,083,311	488,046	2,576,573

Note 17. Non-current assets - exploration and evaluation

		Consolidated
	2012	2011

Exploration and evaluation - at cost	$\sim$	28,813

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

	Explorationand evaluation$	Total$
Consolidated
Balance at 1 July 2010	2,927	2,927
Additions	244,260	244,260
Disposals	(2,927)	(2,927)
Impairment of assets	(215, 447)	(215, 447)
Balance at 30 June 2011	28,813	28,813
Additions	607,925	607,925
Impairment of assets	(607, 925)	(607, 925)
Transfers in/(out)	(28, 813)	(28, 813)
Balance at 30 June 2012

Note 18. Non-current assets - mine development

		Consolidated
	2012	2011S
Mine development - at cost	16,712,968	11,783,937
Less: Accumulated amortisation	(8,704,265)	(6, 532, 073)
	8,008,703	5,251,864

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

	Minedevelopment$	Total$
Consolidated
Balance at 1 July 2010	5,008,870	5,008,870
Additions	1,348,792	1,348,792
Amortisation expense	(1, 105, 798)	(1, 105, 798)

Balance at 30 June 2011	5,251,864	5,251,864
Additions	4,586,697	4,586,697
Transfers in/(out)	204,280	204,280
Amortisation expense	(2,034,138)	(2,034,138)

Balance at 30 June 2012	8,008,703	8,008,703

Included in Mine Development is $183,729 in capitalised borrowing expenses. During the year $17,764 of borrowing costs were capitalised in the month of July. This represents 100% of costs incurred in the month of July. Rubicon started production on 1 August 2012.

Note 19. Non-current assets - deferred tax

	Consolidated
	2012$	2011$
Deferred tax asset comprises temporary differencesattributable to:
Amounts recognised in profit or loss:
Accrued expenses		6,675
Provisions	146,526	149,295
Capitalised mine development costs		160,175
Other	4,800	7,577
	151,326	323,722
Amounts recognised in equity:
Transaction costs on share issue	58,212	69,655
	58,212	69,655
Deferred tax asset	209,538	393,377

Movements:Opening balance	393,377	259,881
Credited/(charged) to profit or loss (note 9)	(172, 396)	63,841
Credited/(charged) to equity	(11, 443)	69,655

Closing balance	209,538	393,377

Note 20. Current liabilities - trade and other payables

		Consolidated
	2012S	2011$
Trade payablesAccrued expenses	3,198,53452,583	2,130,95238,502
	3,251,117	2,169,454

Refer to note 31 for further information on financial instruments.

Note 21. Current liabilities - borrowings

		Consolidated
	2012	2011S
Bank loans	3,250,000	$\overline{\phantom{0}}$

Refer to note 24 for further information on assets pledged as security and financing arrangements and note 31 for further information on financial instruments.

Note 22. Current liabilities - income tax

		Consolidated
	2012	2011
Provision for income tax	273,354	781,377

Note 23. Current liabilities - provisions

		Consolidated
	2012	2011S
Employee benefits	135,429	152,946

Note 24. Non-current liabilities - borrowings

		Consolidated
	2012	2011
	S	$
Bank loans	1,750,000	1,275,000
_______________________________________$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

Refer to note 31 for further information on financial instruments.

Total secured liabilities

The total secured liabilities (current and non-current) are as follows:

		Consolidated
	2012	2011
		$
Bank loans	5,000,000	1,275,000

Assets pledged as security

The bank loans are secured over specified East Kundana Joint Venture Tenements.

Note 24. Non-current liabilities - borrowings (continued)

Financing arrangements

Unrestricted access was available at the reporting date to the following lines of credit:

	Consolidated
	2012	2011
	$	$

Total facilities
Bank loans	5,000,000	5,000,000
Used at the reporting date
Bank loans	5,000,000	1,275,000

Unused at the reporting date
Bank loans	$\overline{\phantom{a}}$	3,725,000

Note 25. Non-current liabilities - deferred tax
	Consolidated
	2012	2011
	$	$

Deferred tax liability comprises temporary differences
attributable to:

Amounts recognised in profit or loss:
Investment in associate	2,093,021	2,084,095
Capitalised exploration		8,644
Capitalised mining development	32,420
Other	25,343	6,016
Deferred tax liability	2,150,784	2,098,755

Movements:
Opening balance	2,098,755	1,305,662
Charged to profit or loss (note 9)	52,029	793,093

Closing balance	2,150,784	2,098,755

Note 26. Non-current liabilities - provisions

		Consolidated
	2012	2011S
Rehabilitation	352,993	344,700

Note 26. Non-current liabilities - provisions (continued)

Rehabilitation

The provision is 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.

Movements in provisions

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

	Rehabilitation
Consolidated - 2012
Carrying amount at the start of the year	344.700
Additional provisions recognised	8,293
Carrying amount at the end of the year	352,993

Note 27. Equity - issued capital

		Consolidated		Consolidated
	2012Shares	2011Shares	2012$	2011$
Ordinary shares - fully paid	60,841,209	60,841,209	17,573,427	17,573,427
Movements in ordinary share capital
Details	Date	No of shares		$
BalanceLess: transaction costs on share issue	1 July 2010	60,841,209		17,578,448(5,021)
Balance	30 June 2011	60,841,209		17,573,427
Balance	30 June 2012	60,841,209		17,573,427

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value.

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

Share buy-back

There is no current on-market share buy-back.

Note 27. Equity - issued capital (continued)

Share options

At 30 June 2012 there were 4,000,000 (2011: 4,000,000) options issued over ordinary shares.

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of any other body corporate.

Capital risk management

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

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

The consolidated entity is subject to certain financing arrangements covenants and meeting these are given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.

The capital risk management policy remains unchanged from the 2011 Annual Report.

Note 28. Equity - reserves

		Consolidated
	2012S	2011S
Available-for-sale reserve	542,108	826,855
Share-based payments reserve	1,418,800	1,418,800
	1,960,908	2,245,655

Note 28. Equity - reserves (continued)

	Revaluationsurplus$	Available-for-sale$	Share-basedpayments$	Total$
Consolidated
Balance at 1 July 2010	579,843	754,093	1,418,800	2,752,736
Revaluation - net of tax		(58, 770)		(58, 770)
Impairment to profit or loss		79,015		79,015
Write-off revaluation on
disposal of land and buildings	(579, 843)			(579, 843)
Share of revaluation
movement for investment in
associate		52,517		52,517
Balance at 30 June 2011
		826,855	1,418,800	2,245,655
Revaluation - net of tax		(305,064)		(305,064)
Impairment to profit or loss		115,751		115,751
Share of revaluation
movement for investment in
associate		(95, 434)		(95, 434)
Balance at 30 June 2012		542,108	1,418,800	1,960,908

Revaluation surplus reserve

The reserve is used to recognise increments and decrements in the fair value of land and buildings, excluding investment properties.

Available-for-sale reserve

The reserve is used to recognise increments and decrements in the fair value of available-for-sale financial assets.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Note 29. Equity - retained profits

	Consolidated
	2012	2011
		S
Retained profits at the beginning of the financial year	12.220.304	6,088,301
Profit after income tax expense for the year	3,153,278	5,424,466
Gain on disposal of land and buildings		707,537
Retained profits at the end of the financial year	15,373,582	12.220.304

Retained profits for 2011 have been restated (refer Note 3).

Note 30. Equity - dividends

Dividends

There were no dividends paid or declared during the current or previous financial year.

Note 30. Equity - dividends (continued)

Franking credits

	Consolidated
	2012	2011
Franking credits available for subsequent financial years based on a tax rate of 30%	8,026,833	6,190,044

The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:

franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date

Note 31. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including price risk and interest rate 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. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and other price risks.

Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('Board'). These policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the consolidated entity's operating units. Finance reports to the Board on a monthly basis.

Market risk

Foreign currency risk

The consolidated entity is not exposed to any significant foreign currency risk.

Price risk

The consolidated 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 statement of financial position as available-for-sale financial assets and bullion held as inventory.

The policy of the consolidated entity is to sell gold at spot price and has not entered into any hedging contracts. The consolidated entity's revenues were exposed to fluctuation in the price of gold. If the average selling price of gold of US$1671.82 (2011: US$1,370) for the financial year had increased/decreased by 10% the change in the profit before income tax for the consolidated group would have been an increase /decrease of A$1,546,582 (2011: A$1,215,852).

If there was a 10% increase or decrease in market price of gold, the net realisable value of bullion on hand would increase/(decrease) by $3,295,591 (2011: $2,079,560) and the bullion in transit would increase/(decrease) by $147,148 (2011: $nil). As gold on hand is held at cost there would be no impact on profit or loss.

Interest rate risk

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

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Note 31. Financial instruments (continued)

Consolidated - 2011	Level 1$	Level 2S	Level 3	Total$
Assets
Listed securities - equity	455.357		$\overline{\phantom{0}}$	455,357
Unlisted securities	$\overline{\phantom{a}}$	17.902	$\overline{\phantom{0}}$	17,902
Total assets	455.357	17.902		473,259

There were no transfers between levels during the financial year.

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade receivables and trade payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial instruments.

Note 32. Key management personnel disclosures

Directors

The following persons were directors of Rand Mining Limited during the financial year:

Otakar Demis	Executive Chairman and Joint Company Secretary
Anthony Billis	Executive Director and Managing Director
Gordon Sklenka	Non-Executive Director

Other key management personnel

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

Roland Berzins John Andrews

Joint Company Secretary Manager of Kalgoorlie Operations

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

		Consolidated
	2012S	2011$
Short-term employee benefitsPost-employment benefits	366,44952,700	281,67251,800
	419,149	333,472

Note 32. Key management personnel disclosures (continued)

Shareholding

The number of shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

2012	Balance atthe start ofthe year	Receivedas part ofremuneration	Additions	Disposals/other	Balance atthe end ofthe year
Ordinary shares
O Demis	26,629,601				26,629,601
A Billis	41,282,848		3,300		41,286,148
G Sklenka	26,576,764				26,576,764
	94,489,213		3,300		94,492,513

	Balance at	Received			Balance at
	the start of	as part of		Disposals/	the end of
2011	the year	remuneration	Additions	other	the year
Ordinary shares
O Demis	26,629,601				26,629,601
A Billis	41,282,848				41,282,848
G Sklenka	26,576,764				26,576,764
	94,489,213				94,489,213

Option holding

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

	Balance atthe start of			Expired/forfeited/	Balance atthe end of
2012	the year	Granted	Exercised	other	the year
Options over ordinary shares
O Demis	1,000,000			$\overline{\phantom{a}}$	1.000.000
A Billis *	2,000,000			-	2,000,000
G Sklenka	1,000,000			$\overline{\phantom{a}}$	1.000.000
	4,000,000	$\overline{\phantom{a}}$		$\overline{\phantom{0}}$	4,000,000

Resource Capital holds 1,000,000 options on trust for Mr Otakar Demis. This 1,000,000 have previously formed part of Mr Billis's indirect holdings as he is a related party of Resource Capital due to his directorship.

2012	Vested andexercisable	Vested andunexercisable	Vested atthe end ofthe year
Options over ordinary shares
O Demis	1,000,000	$\overline{\phantom{a}}$	1.000.000
A Billis	2,000,000	-	2,000,000
G Sklenka	1,000,000	-	1.000.000
	4,000,000	$\overline{\phantom{0}}$	4,000,000

Note 32. Key management personnel disclosures (continued)

2011	Balance atthe start ofthe year	Granted	Exercised	Expired/forfeited/other	Balance atthe end ofthe year
Options over ordinary shares
O Demis	1,000,000				1,000,000
A Billis *	2,000,000			$\overline{\phantom{0}}$	2,000,000
G Sklenka	1,000,000	-	-		1.000.000
	4,000,000				4,000,000

$\star$ Resource Capital holds 1,000,000 options on trust for Mr Otakar Demis. This 1,000,000 have previously formed part of Mr Billis's indirect holdings as he is a related party of Resource Capital due to his directorship.

2011Options over ordinary shares	Vested andexercisable	Vested andunexercisable	Vested atthe end ofthe year
O Demis	1,000,000		1,000,000
A Billis	2,000,000	-	2,000,000
G Sklenka	1,000,000	-	1,000,000
	4,000,000	$\qquad \qquad \blacksquare$	4,000,000

Related party transactions Related party transactions are set out in note 36.

Note 33. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the company:

	Consolidated
	2012	2011
		$
Audit services - Grant Thornton Audit Pty Ltd
Audit or review of the financial statements	62,280	81,450
Other services - related practices of Grant Thornton Audit Pty Ltd
Tax compliance services	34,005	7,800
	96.285	89.250

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Note 35. Commitments (continued)

Capital commitments relate to mining capital expenditure commitments relating to the East Kundana joint venture Raleigh underground mine.

Operating lease commitments includes contracted amounts for mining 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.

Note 36. Related party transactions

Parent entity Rand Mining Limited is the parent entity.

Subsidiaries Interests in subsidiaries are set out in note 38.

Associates Interests in associates are set out in note 39.

Joint ventures Interests in joint ventures are set out in note 40.

Key management personnel

Disclosures relating to key management personnel are set out in note 32 and the remuneration report in the directors' report.

Transactions with related parties

The following transactions occurred with related parties:

	Consolidated
	2012	2011
	$	$
Payment for other expenses:
Payment of royalties to Lake Grace Exploration NL, a
company related to the director Anthony Billis.	30,101	39,697
Payment for executive accommodation fees to Lake Grace
Exploration Pty Ltd, a company related to the director
Anthony Billis.	14.861	11.250
Payment for administration fees to Lake Grace Exploration
NL, a company related to the director Anthony Billis.	6,800	12,000
Payment for consulting fees to Lake Grace Exploration Pty
Ltd, a company related to the director Anthony Billis.	1.000	1,000
Option fees paid to Resources Capital, a director related
entity.	100,000	30,000

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Note 37. Parent entity information (continued)

Statement of financial position

	Parent
	2012	2011
	$	$
Total current assets	10,740,989	11,621,561
Total assets	11,377,991	12,299,838
Total current liabilities	408,783	956,573
Total liabilities	408,783	956,573
Equity
Issued capital	17,573,427	17,573,427
Share-based payments reserve	1,418,800	1,418,800
Accumulated losses	(8,023,019)	(7,648,962)
Total equity	10,969,208	11,343,265

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no quarantees in relation to the debts of its subsidiaries as at 30 June 2012 and 30 June 2011.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2012 and 30 June 2011, except for those disclosed in note 34.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2012 and 30 June 2011.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment.
Investments in associates and joint ventures are accounted for at cost, less any impairment.

Note 38. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in note 1:

		Equity holding
Name of entity	Country ofincorporation	2012%	2011%
Rand Exploration N.L.	Australia	100.00	100.00

Note 39. Investments in associates

Interests in associates are accounted for using the equity method of accounting. Information relating to associates is set out below:

		Consolidated
			Percentage interest
Associate	Principal activities	2012$\frac{0}{0}$	2011$\frac{0}{0}$

Tribune Resources Limited		23.70	23.70
Information relating to the associates is set out below.
		Consolidated
		2012$	2011$

Share of assets and liabilitiesAssets		26,006,239	20,122,159

Total assets		26,006,239	20, 122, 159
Liabilities		6,361,019	3,286,490

Total liabilities		6,361,019	3,286,490
Net assets		19,645,220	16,835,669

Share of revenue, expenses and resultsRevenue		10,797,773	11,838,468
Expenses		(8, 183, 420)	(8,897,299)

Profit after income tax		2,614,353	2,941,169

The market value of listed investment in associates at 30 June 2012 is $14,308,685 (2011: $26,471,067).

At 30 June 2012 the share price of Tribune Resources Ltd fell to $1.20 (2011: $2.22). The investment has been impaired to reflect fair value as the company considers the recoverable amount to be fair value less costs to sell.

Note 40. Interests in joint ventures

Interests in joint ventures are accounted for using the proportionate consolidation method of accounting. Information relating to joint ventures is set out below:

		Consolidated
		Percentage interest
		2012	2011
Joint venture	Principal activities	℅	$%$
East Kundana Joint Venture	Exploration and mining of gold	12.25	12.25

Note 40. Interests in joint ventures (continued)

Information relating to the joint venture partnership is set out below.

		Consolidated
	2012	2011
	$	$
Share of assets and liabilities
Current assets	1,558,019	2,670,874
Non-current assets	23,124,789	17,682,562

Total assets	24,682,808	20,353,436
Current liabilities	2,497,198	1,956,676
Non-current liabilities	152,993	144,700

Total liabilities	2,650,191	2,101,376

Net assets	22,032,617	18,252,060
Share of revenue, expenses and results
Revenue	67,733	102,603
Expenses	(8,730,540)	(8,070,552)

Loss before income tax	(8,662,807)	(7,967,949)

Note 41. Events after the reporting period

. Following the Second Milestone, the Purchaser will issue to the Vendor a further 72,000,000 Purchaser Shares and 36,000,000 Purchaser Options with an exercise price of $0.75 each and expiry date of 5 years from the date of issue. upon an independently calculated Inferred Resource of greater than 1,500,000,000 tonnes of iron ore being determined by the Purchaser within the Project Area ('Third Milestone'); and

. Following the Third Milestone, the Purchaser will issue to the Vendor a further 72,000,000 Purchaser Shares and 36,000,000 Purchaser Options with an exercise price of $0.75 each and expiry date of 5 years from the date of issue. upon an independently calculated Inferred Resource of greater than 2,000,000,000 tonnes of iron ore being determined by the Purchaser within the Project Area ('Fourth Milestone').

Note 42. Reconciliation of profit after income tax to net cash from operating activities

	Consolidated2012$	2011$
Profit after income tax expense for the year	3,153,278	5,424,466
Adjustments for:
Depreciation and amortisation	3,694,128	1,625,194
Net loss/(gain) on disposal of property, plant and
equipment	(15,699)	14,636
Share of profit - joint ventures	(2,614,353)	(1,405,107)
Income from equity accounted investments		(1,536,062)
Write off of exploration, evaluation and development costs	607,925	(14, 109)
Impairment of available-for-sale financial assets	118,001	75,804
Impairment of equity accounted investments	2,489,167
Non-cash interest	(34, 016)	(141, 671)
Liberia exploration written off	955,055
Change in operating assets and liabilities:
Increase in trade and other receivables	(132, 351)	(711,076)
Increase in inventories	(5,984,793)	(4,699,960)
Decrease in income tax refund due		624,514
Decrease/(increase) in deferred tax assets	183,839	(133, 496)
Increase/(decrease) in trade and other payables	1,093,133	(237, 460)
Increase/(decrease) in provision for income tax	(508, 023)	781,377
Increase in deferred tax liabilities	52,029	793,093
Increase/(decrease) in other provisions	(9, 224)	75,450
Net cash from operating activities	3,048,096	535,593

Note 43. Earnings per share

	Consolidated2012$	2011$
Earnings per share from continuing operationsProfit after income tax attributable to the owners of Rand Mining Limited	3, 153, 278	4,965,688
	Number	Number
Weighted average number of ordinary shares used in calculating basic earnings pershare	60,841,209	60,841,209
Weighted average number of ordinary shares used in calculating diluted earnings pershare	60,841,209	60.841.209
	Cents	Cents
Basic earnings per shareDiluted earnings per share	5.185.18	8.168.16

Note 43. Earnings per share (continued)

	Consolidated2012$	2011$
Earnings per share from discontinued operationsProfit after income tax attributable to the owners of Rand Mining Limited		458,778
	Number	Number
Weighted average number of ordinary shares used in calculating basic earnings pershare	60,841,209	60,841,209
Weighted average number of ordinary shares used in calculating diluted earnings pershare	60,841,209	60,841,209
	Cents	Cents
Basic earnings per shareDiluted earnings per share		0.750.75

	Consolidated2012$	2011$
Earnings per share for profitProfit after income tax attributable to the owners of Rand Mining Limited	3, 153, 278	5,424,466
	Number	Number
Weighted average number of ordinary shares used in calculating basic earnings pershare	60,841,209	60,841,209
Weighted average number of ordinary shares used in calculating diluted earnings pershare	60,841,209	60,841,209
	Cents	Cents

Rand Mining Limited Directors' declaration

In the directors' opinion:

Ɣ the attached financial statements and notes thereto comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
Ɣ the attached financial statements and notes thereto comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements;
Ɣ the attached financial statements and notes thereto give a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of its performance for the financial year ended on that date; and
Ɣ there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5) of the Corporations Act 2001.

On behalf of the directors

______________________________

Anthony Billis Director

03 October 2012 Perth

Grant Thornton Audit Pty Ltd ABN 94 269 609 023

10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872

T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au

Independent Auditor's Report To the Members of Rand Mining Limited

Report on the financial report

We have audited the accompanying financial report of Rand Mining Limited (the 'Company'), which comprises the statement of financial position as at 30 June 2012, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors' declaration of the consolidated entity comprising the Company and the entities it controlled at the year's end or from time to time during the financial year.

Directors responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determines is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.

Auditor's responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require us to comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

Liability limited by a scheme approved under Professional Standards Legislation

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor's opinion

In our opinion:

a the financial report of Rand Mining Limited is in accordance with the Corporations Act 2001, including:
- i giving a true and fair view of the Company's and consolidated entity's financial position as at 30 June 2012 and of their performance for the year ended on that date; and
- ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 13 to 18 of the directors' report for the year ended 30 June 2012. The Directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor's opinion on the remuneration report

In our opinion, the remuneration report of Rand Mining Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

C A Becker Partner – Audit & Assurance

Perth, 3 October 2012

EKJV MANAGEMENT PTY LTD PO Box 1662 KALGOORLIE WA 6433 Australia

TEL. $(+61) 8 9080 6111$ $(+61)$ 8 9080 6893 FAX

Competent Person's Consent Form Pursuant to the requirements of ASX Listing Rule 5.6 and clause 8 of the 2004 JORC Code (Written Consent Statement)

Report Description

EKJV Mineral Resources and Ore Reserves as at the 30th of June 2012

. . . . . . . . . . . . . . . . . . . .

("Report")

EKJV Management Pty Ltd

Specifically the Raleigh Underground Mine Resource Statement contained therein

.......................................

2 August 2012

. . . . . . . . . . . . . . . . . . . . (Date of Report)

Statement

I, ....................................

I have read and understood the requirements of the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("2004 JORC Code").
I am a Competent Person as defined by the 2004 JORC Code, having five years experience which is relevant to the style of mineralisation and type of deposit described in the Report, and to the activity for which I am accepting responsibility.
I am a Member or Fellow of The Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists or a 'Recognised Overseas Professional Organisation' ("ROPO") included in a list promulgated by ASX from time to time.
I have reviewed the Report to which this Consent Statement applies.

I am a full time employee of ............Barrick Kanowna Ltd....................................

EKJV Management Pty Ltd

ABN NUMBER 48 098 858 596 A member of Barrick Australia Pacific

A joint venture with Gilt-Edged Mining NL (A.C.N. 073 565 796), Rand Mining NL (A.C.N. 004 669 658), Rand Exploration NL (A.C.N. 008 879 687) and Tribune Resources NL (A.C.N. 009 341 539), operated by EKJV Management Pty Ltd, a member of Barrick Australia Pacific.

I verify that the Report is based on and fairly and accurately reflects in the form and context in which it appears, the information in my supporting documentation relating to Mineral Resources and Ore Reserves.

CONSENT

I consent to the release of the Report and this Consent Statement by the directors of:

Rand Mining Ltd

. . . . . . . . . . . . . . . . . . . .

Signature of Competent Person:

$8/2012$ Date:

AUSIMM Professional Membership: Signature of Witness:

203408 Membership Number:

DENA OMARI - KALGOORLIE WA Print Witness Name and Residence (eg. Town/Suburb):

Additional Deposits covered by the Report for which the Competent Person signing this form is accepting responsibility:

Hornet Open Pit and Hornet Underground (Resource)
Rubicon Underground (Resource)
Pegasus Open Pit and Underground (Resource)



Additional Reports related to the deposit for which the Competent Person signing this form is accepting responsibility:
MIL

TEL $(+61)$ 8 9080 6111 FAX $(+61) 8 9080 6893$

Competent Person's Consent Form

Pursuant to the requirements of ASX Listing Rule 5.6 and clause 8 of the 2004 JORC Code (Written Consent Statement)

Report Description

EKJV Mineral Resources and Ore Reserves as at the 30th of June 2012

.......................................

EKJV Management Pty Ltd

.......................................

specifically the Raleigh, Rubicon and Hornet Underground and Hornet Open Pit Mine Reserve Statements contained there-in

.......................................

2 August 2012 . . . . . . . . . . . . . . . . . . . .

Statement

I. ................................... confirm that:

I have read and understood the requirements of the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("2004 JORC Code").
I am a Competent Person as defined by the 2004 JORC Code, having more than five years experience which is $\bullet$ relevant to the style of mineralisation and type of deposit described in the Report, and to the activity for which I am accepting responsibility.
I am a Chartered Professional and member of The Australasian Institute of Mining and Metallurgy.
I have reviewed the Report to which this Consent Statement applies.
I am a full time employee of ............Mining Plus Pty Ltd....................................

EKJV Management Pty Ltd ABN NUMBER 48 098 858 596 A member of Barrick Australia Pacific A joint venture with Gilt-Edged Mining NL (A.C.N. 073 565 796), Rand Mining NL (A.C.N. 004 669 658), Rand Exploration NL (A.C.N. 008 879 687) and Tribune Resources NL (A.C.N. 009 341 539), operated by EKJV Management Pty Ltd, a member of Barrick Australia Pacific.

CONSENT

I consent to the release of the Report and this Consent Statement by the directors of:

.............Rand Mining Ltd....................................

Signature of Competent Person:

08/08/12 Date:

$(CP)$ $U \leq I/W/M$ Mining Professional Membership:

Signature of Witness:

113025

Membership Number:

CHRIS PHILLIPS ELWOOD Print Witness Name and Residence (eg. Town/Suburb):

Competent Person's Consent Form Pursuant to the requirements of ASX Listing Rule 5.6 and clause 8 of the 2004 JORC Code (Written Consent Statement)

Report Description

Rand Mining Ltd Annual Report 2012 ASX Release - EKJV Drilling Results September 2012 Rand Mining Ltd Quarterly Report September 2012

...................................... ("Report")

Rand Mining Ltd

....................................... Raleigh, Rubicon, Hornet and Pegasus Reserves and Resources Statement Raleigh ore stockpiled at the Greenfields and other ROM pads EKJV Drilling Results

.......................................

14 September 2012

Statement

I, ... Matthew Paul Sullivan....................................

I have read and understood the requirements of the 2004 Edition of the Australasian Code for $\bullet$ Reporting of Exploration Results, Mineral Resources and Ore Reserves ("2004 JORC Code").
I am a Competent Person as defined by the 2004 JORC Code, having five years experience which is relevant to the style of mineralisation and type of deposit described in the Report, and to the activity for which I am accepting responsibility.
I am a Member or Fellow of The Australasian Institute of Mining and Metallurgy or the Australian Institute of Geoscientists or a 'Recognised Overseas Professional Organisation' ("ROPO") included in a list promulgated by ASX from time to time.
I have reviewed the Reports to which this Consent Statement applies.

Suite G1/2 49 Melville Parade South Perth WA 6151 Australia

PO Box 307 West Perth WA 6872 Australia

T 61 8 9474 2113 F 61 8 9367 9386 E [email protected] W randmining.com.au

I am a consultant working for Rand Mining Ltd and have been engaged by Rand Mining Ltd to $\bullet$ review the documentation of the exploration programmes and the Mineral Resources and Ore Reserves on EKJV leases provided by Barrick and prepare supporting documentation on which the Reports are based.

I verify that the Reports are based on and fairly and accurately reflect in the form and context in which the Reports appear, the information in my supporting documentation relating to Exploration Results, Mineral Resources and/or Ore Reserves.

CONSENT

I consent to the release of the Reports and this Consent Statement by the directors of:

Rand Mining Ltd

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signature of Competent Person:

$16 - 9 - 12$

Date:

AusIMM

Professional Membership:

11187 Membership Number:

Signature of Witness:

HNDREUS WILLETTON $50H$

Print Witness Name and Residence (eg. Town/Suburb)

Rand Mining Limited Shareholder information 30 June 2012

The shareholder information set out below was applicable as at 17 September 2012.

Distribution of equitable securities

Analysis of number of equitable security holders by size of holding:

	Numberof holdersof ordinaryshares	Numberof holdersof optionsoverordinaryshares
1,0001 to	238	-
$1,001$ to5,000	168	-
5,001 to 10,000	53	۰
10,001 to 100,000	85
100,001 and over	27	3
	571	3
Holding less than a marketable parcel	255

Equity security holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

		Ordinary shares% of totalshares
	Number held	issued
Tribune Resources Ltd	26,576,764	43.68
Trans Global Capital Ltd	7,899,584	12.98
Auriongold Ltd	2,925,360	4.81
Lake Grace Exploration Pty Ltd	2,917,000	4.79
McNeil Nominees	2,339,615	3.85
JP Morgan Nominees	2,338,843	3.84
Sierra Gold Ltd	2,100,000	3.45
HKT Au Pty Ltd	1,854,100	3.05
Resource Capital Ltd	1,604,500	2.64
Halkin Pty Ltd	1,512,154	2.49
Raypoint	530,000	0.87
Phatchakorn Wichaikul	510,000	0.84
Steven Ilkiw	490,000	0.81
Mr Anthony William Sage	478,660	0.79
Teklink Pty Ltd	372,500	0.61
West Coast Brick Co Pty Ltd	293,700	0.48
Mr Henry Kai Tong Au	290,000	0.48
Southam Investments 2003	286,800	0.47
HSBC Custody Nominees	270,000	0.44
Mr Martin Siegel	255,000	0.42
	55,844,580	91.79

Unquoted equity securities

	Numberon issue	Numberof holders
Options over ordinary shares issued	4,000,000	3

Substantial holders

Substantial holders in the company are set out below:

		Ordinary shares% of total
	Number held	sharesissued
Tribune Resources LtdTrans Global Capital Ltd	26,576,7647,899,584	43.6812.98

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

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

There are no other classes of equity securities.

Tenements

Description	Tenement number	Interest owned
Kundana - Kundana	M15/1413	12.25%
Kundana - Kundana	M15/993	12.25%
Kundana - Kundana	M16/181	12.25%
Kundana - Kundana	M16/182	12.25%
Kundana - Kundana	M16/308	12.25%
Kundana - Kundana	M16/309	12.25%
Kundana - Kundana	M16/325	12.25%
Kundana - Kundana	M16/326	12.25%
Kundana - Kundana	M16/421	12.25%
Kundana - Kundana	M16/428	12.25%
Seven Mile Hill - Kurrawang	P 15 /5184	50.00%
Seven Mile Hill - Kurrawang	P26/3617	50.00%
Seven Mile Hill - Kurrawang	P 15 /4495	50.00%
Seven Mile Hill - White Lake	P 15 /5182	50.00%
Seven Mile Hill - White Lake	P 15 /5183	50.00%
Kalguddering - Kalguddering	E70/3646	100.00%
Larkinville - Larkinville	M15/1290	100.00%

AI assistant

RAND MINING LIMITED — Annual Report 2012

65721_rns_2012-10-03_14519344-1152-445d-a9b9-f44d99618813.pdf

RE‐ISSUE OF ANNUAL REPORT

Rand Mining Limited ABN 41 004 669 658

Rand Mining LimitedCorporate directory30 June 2012

East Kundana Joint Venture

Mining

Rubicon/Hornet

Processing

Exploration

Seven Mile Hill (50%)

Wongan Hills (100%)

Tapeta Iron Ore Project, Liberia, West Africa

Resources & Reserves

Rand Mining Limited Directors' report 30 June 2012

Directors

Principal activities

Dividends

Review of operations

Significant changes in the state of affairs

Ore development

Securing a clean energy future – the Australian Government's climate change plan

Matters subsequent to the end of the financial year

Likely developments and expected results of operations

Rand Mining Limited Directors' report 30 June 2012

Environmental regulation

Greenhouse gas and energy data reporting requirements

Information on directors

Rand Mining Limited Directors' report 30 June 2012

Company secretaries

Meetings of directors

Remuneration report (audited)

Principles used to determine the nature and amount of remuneration $\blacktriangle$

Non-executive directors remuneration

Executive remuneration

Consolidated entity performance and link to remuneration

Use of remuneration consultants

Voting and comments made at the company's 2011 Annual General Meeting ('AGM')

$\boldsymbol{B}$ Details of remuneration

Amounts of remuneration

$\mathbf{C}$ Service agreements

Share-based compensation D

Issue of shares

Options

This concludes the remuneration report, which has been audited.

Shares under option

Shares issued on the exercise of options

Shares issued on the exercise of performance rights

Indemnity and insurance of officers

Indemnity and insurance of auditor

Proceedings on behalf of the company

Non-audit services

Officers of the company who are former audit partners of Grant Thornton Audit Pty Ltd

Rand Mining Limited Directors' report 30 June 2012

Auditor's Independence Declaration To the Directors of Rand Mining Limited

Rand Mining Limited Statement of corporate governance 30 June 2012

Board functions

Structure of the Board

Name Position

Securities trading policy

Audit and Risk Committee

Risk

CEO and CFO certification

Performance

Remuneration

Diversity

Rand Mining Limited Financial report 30 June 2012

Contents

General information

Rand Mining Limited Statement of comprehensive income For the year ended 30 June 2012

Rand Mining Limited Statement of comprehensive income For the year ended 30 June 2012

Rand Mining Limited Statement of financial position As at 30 June 2012

Rand Mining Limited Statement of changes in equity For the year ended 30 June 2012

Rand Mining Limited Statement of cash flows For the year ended 30 June 2012

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RAND MINING LIMITED Annual Report 2012

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