Rand Mining Limited ABN 41 004 669 658

Annual Report - 30 June 2013

Rand Mining Limited Corporate directory 30 June 2013

Directors	Otakar Demis - Chairman
	Anthony Billis
	Gordon Sklenka
Company secretaries	Otakar Demis
	Roland Berzins
Notice of annual general meeting	The annual general meeting	of Rand Mining Limited:
	will be held at	IBIS Styles Hotel
		45 Egan Street
		Kalgoorlie WA 6430
	time	09:00 AM
	date	Friday 29 November 2013
Registered office	Suite G1, 49 Melville Parade
	South Perth WA 6151
	Tel: +61 (8) 9474 2113
	Fax: +61 (8) 9367 9386
Principal place of business	Suite G1, 49 Melville Parade
	South Perth WA 6151
	Correspondence address:
	PO Box 307
	West Perth WA 6872
Share register	Advanced Share Registry Services Limited
	150 Stirling Highway
	Nedlands WA 6009
	Tel: +61 (8) 9389 8033
	Fax: +61 (8) 9389 7871
Auditor	Grant Thornton Audit Pty Ltd
	PO Box 570
	Perth WA 6872
Bankers	ANZ Bank
	77 St George's Terrace
	Perth WA 6000
Stock exchange listing	Rand Mining Limited shares	are listed on the Australian Securities
	Exchange (ASX code: RND)
Website	www.randmining.com.au

Rand Mining Limited Review of operations 30 June 2013

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

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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.

Rand Mining Limited Review of operations 30 June 2013

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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.

Rand Mining Limited Review of operations 30 June 2013

Mining

Raleigh

During the year ended 30 June 2013, 179,553 tonnes of ore were extracted from the 5932 to 5631 stopes and development headings spanning 5631 to 5614 levels of the Raleigh Underground mine. The grade was 14.2 g/t.

Rand’s entitlement to the ore extracted was 22,444 tonnes, compared to 30,600 tonnes the previous year.

Year	Raleigh Production	Raleigh Production	Raleigh Production
	Mined (t)	Grade (g/t)	Gold (oz)
06/07 07/08 08/09 09/10 10/11 11/12	239,700 234,400 308,512 339,660 323,182 244,799	16.6 11.9 12.6 13.4 13.4 14.8	127,700 89,800 124,962 146,670 139,060 116,921
12/13	179,553	14.2	81,930
RAND’S ENTITLEMENT	22,444	14.2	10,241

The sequence of stoping and mine development until mid 2016 in the current life of mine (‘LOM’) plan is shown below, where grey represents all stoping and development completed at 30 June 2013, green last half of 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 .

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Rand Mining Limited Review of operations 30 June 2013

Rubicon/Hornet

During the year ended 30 June 2013, 266,113 tonnes of ore were extracted from the 6195 to 6095 stopes and development headings spanning 6115 to 6075 levels of the Rubicon ore body and from the 6185 to 6085 stopes and development headings spanning 6245 to 5985 levels of the Hornet ore body. The grade was 10.3 g/t.

Rand’s entitlement to the ore extracted was 32,599 tonnes, compared to 9,583 tonnes the previous year.

Year	Rubicon/Hornet Production	Rubicon/Hornet Production	Rubicon/Hornet Production
	Mined (t)	Grade (g/t)	Gold (oz)
11/12	78,229	9.6	17,028
12/13	266,113	10.3	88,666
RAND’S ENTITLEMENT	32,599	10.3	10,862

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

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Processing

During the year ended 30 June 2013, 144,230 tonnes of Rand and Tribune Group’s share of EKJV ore was processed in three campaigns at the Greenfields Plant located near Coolgardie. There will be no more processing at Greenfields.

enfields.	enfields.	enfields.	enfields.
Rand and Tribune Group Processing at Greenfields
Campaign	From	To	Processed (t)
23 24 25	23 Jul 12 17 Oct 12 10 Jan 13	29 Aug 12 20 Nov 12 19 Jan 13	68,975 62,018 13,237
	01 Jul 12 01 Jul 11 01 Jul 10 01 Jul 09 01 Jul 08 01 Jul 07 01 Jul 06 01 Jul 05	30 Jun 13 30 Jun 12 30 Jun 11 30 Jun 10 30 Jun 09 30 Jun 08 30 Jun 07 30 Jun 06	144,230 151,237 171,291 184,349 99,272 146,531 101,208 52,400

Rand Mining Limited Review of operations 30 June 2013

Since January 2013, all EKJV ore has been processed in monthly campaigns at the Kanowna Plant located near Kalgoorlie.

rlie.
	EKJV Processing at Kanowna
Campaign	From	To	Processed
			(t)
1 2 3 4 5 6	07 Jan 13 11 Feb 13 12 Mar 13 12 Apr 13 11 May 13 12 Jun 13	14 Jan 13 22 Feb 13 22 Mar 13 19 Apr 13 21 May 13 23 Jun 13	25,447 41,793 38,688 25,983 40,092 42,253
	01 Jul 12 01 Jul 11	30 Jun 13 30 Jun 12	214,255 0

During the year ending 30 June 2013, 95,554.412 ounces of gold and 17,248.991 ounces of silver were credited to the Rand and Tribune Group Bullion Account.

Rand’s share of the gold bullion was 23,888.596 ounces compared to 15,466.162 ounces the previous year.

Rand and Tribune Group Bullion	Rand and Tribune Group Bullion	Rand and Tribune Group Bullion	Rand and Tribune Group Bullion		Rand’s Share
To	From	Gold (oz)	Silver (oz)		Gold (oz)
01 Jul 12 01 Jul 11 01 Jul 10 01 Jul 09 01 Jul 08 01 Jul 07 01 Jul 06 01 Jul 05	30 Jun 13 30 Jun 12 30 Jun 11 30 Jun 10 30 Jun 09 30 Jun 08 30 Jun 07 30 Jun 06	95,554.412 61,864 64,716 77,624 32,478 59,638 49,335 25,599	17,248.991 15,841 8,639 12,019 4,649 8,048 6,640 3,951		23,888.596 15,466 16,179 19,406 8,119 14,909 12,333 6,399

Exploration

During the year ended 30 June 2013, a number of drilling programmes were conducted along the K2 Line of Lode on the EKJV mining lease M16/309.

At Pegasus, programmes completed include:

infill drilling in the area immediately beneath the 2012 optimised open pit shell designed to convert resources to reserves;
geotechnical and metallurgical drilling and condemnation drilling for the proposed pit;
infill drilling in an area between the 5900RL and 6100RL designed to convert resources to reserves;
targeting extensions to mineralisation along strike at depth within K2, focused on linking mineralisation between Rubicon and Pegasus; and
targeting mineralisation within K2B.

At Drake, a resource development drill programme was completed.

Drilling has commenced to test the K2 structure at depth beneath the Drake deposit.

Details have been reported in the EKJV Quarterly Exploration Reports released to ASX in December 12, February 13, May 13 and August 13.

Rand Mining Limited Review of operations 30 June 2013

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A drilling programme has been recently proposed to test the K2 structure at depth beneath the Pegasus, Rubicon and Hornet deposits, searching for extensions to mineralisation along strike in a trend similar to that seen at Frogs Leg.

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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.

Rand Mining Limited Review of operations 30 June 2013

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).

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Location of Tapeta Iron Ore Project
(shown over SRTM terrain model of Liberia)
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Work completed on the Tapeta Iron Ore Project to date suggests that the total area of iron formation outcrop within the project could exceed 9km[2] . 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.

The construction of the camp at Tapeta and the track into the Bwee Ridge have been completed. Drilling has commenced on the Bwee Ridge. A total of 22 drill holes have been completed for 1,796 metres. Drill samples are being stored at the Tapeta base camp.

Rand Mining Limited Review of operations 30 June 2013

The present focus of the project is on the larger Giant Main outcrop about 7km south of the Bwee Ridge. A drill track is being built into the area and detailed mapping of the smaller iron outcrops, which have been made accessible by the new track, is being carried out. The commencement of the wet season in Liberia has hampered the earthmoving work to some extent. Drilling at the Giant Main outcrop is expected to begin soon.

The Competent Person’s Consent in the form and context in which it appears is in the Annual Report.

Results from the drilling programme will be released to the market as they are received.

Rand Mining Limited Review of operations 30 June 2013

Resources & Reserves

Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves	Resources & Reserves
MINERAL RESOURCES including ORE RESERVES on EKJV LEASES at 30 JUNE 2013(subject to roundingerrors)
	ENTITLEMENT	MEASURED		INDICATED		INFERRED		TOTAL RESOURCE

	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
Raleigh Underground	12.50	276,827	21.3	94,520	12.3	82,619	10.5	453,966	17.5	255,215
Rubicon Underground	12.25	16,669	9.4	296,764	6.1	428,852	5.5	742,285	5.9	140,072
Hornet Open Pit	12.25	-	-	168,506	3.7	3,202	1.5	171,708	3.7	20,173
Hornet Underground	12.25	297,855	15.4	157,775	9.2	193,390	7.4	649,020	11.5	240,481
Pegasus Open Pit	12.25	-	-	340,000	4.2	-	-	340,000	4.2	44,973
Pegasus Underground	12.25	-	-	928,000	7.1	-	-	928,000	7.1	211,000
Total Mineral Resource on	EKJV Leases	591,351	18.02	1,985,565	6.56	708,063	6.61	3,284,979	8.63	911,914
The Competent Persons’ Consents in the form and context in which it appears is in					the Annual Report.

	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	MINERAL RESOURCES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013
	ENTITLEMENT	MEASURED		INDICATED		INFERRED		TOTAL RESOURCE
	(%)	(t)	Au (g/t)	(t)	Au (g/t)	(t)	Au (g/t)	(t)	Au (g/t)	Au (oz)
Greenfields Stockpiles	25.0	-	-	-	-	-	-	-	-	-
Rand’s Entitlement	EKJV Leases	73,133	18.05	243,468	6.56	86,944	6.62	403,545	8.66	112,348
	Leases + Stockpiles	73,133	18.05	243,468	6.56	86,944	6.62	403,545	8.66	112,348
The Competent Persons’	Consents in the form and context in which it appears is in the Annual Report.

Rand Mining Limited Review of operations 30 June 2013

ORE RESERVES on EKJV LEASES at 30 JUNE 2013 (subject to rounding errors)

Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013	Rand Mining Limited Review of operations 30 June 2013
ORE RESERVES on EKJV LEASES at 30 JUNE 2013(subject to rounding errors)
	ENTITLEMENT	PROVED		PROBABLE		PROVED + PROBABLE
	(%)	(t)	Au (g/t)	(t)	Au (g/t)	(t)	Au (g/t)	Au (oz)
Raleigh Underground	12.50	313,348	13.0	16,780	5.8	330,128	12.6	133,687
Hornet-Rubicon Underground	12.25	342,714	12.7	184,503	9.1	527,217	11.5	194,283
Hornet Open Pit	12.25	-	-	-	-	-	-	-
Pegasus Open Pit	12.25	-	-	-	-	-	-	-
Pegasus Underground	12.25	-	-	-	-	-	-
Total Ore Reserve on EKJV Leases		656,062	12.84	201,283	8.82	857,345	11.90	327,970
The Competent Persons’ Consents in the form and context in which it appears is in the Annual Report.

ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013

ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013	ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013
	ENTITLEMENT	PROVED		PROBABLE		PROVED + PROBABLE
	(%)	(t)	Au(g/t)	(t)	Au(g/t)	(t)	Au(g/t)	Au(oz)
Greenfields Stockpiles	25.0	-	-	-	-	-	-	-
Rand’s Entitlement	EKJV Leases	81,151	12.84	24,699	8.81	105,850	11.90	40,510
	Leases + Stockpiles	81,151	12.84	24,699	8.81	105,850	11.90	40,510
The Competent Persons’ Consents in the form and context in which it appears is in the Annual Report.

Notes to tables:

The gold price used for the Raleigh and Rubicon-Hornet Reserves was AUD$1,350/oz.
The Resources for the Hornet Open Pit are those reported last year.
These tables summarise the EKJV June 30 Mineral Resources and Ore Reserves 2013 Reports lodged with ASX on 26 September 2013.
Raleigh Ore mined from M15/993 & M16/157 is subject to an Ore Division Agreement whereby the Raleigh Ore is divided equally between Gilt Edge Mining NL (Barrick) and the R&T Group.

Rand Mining Limited Directors' report

30 June 2013

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 2013.

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, recommended 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 $7,555,945 (30 June 2012: $3,153,278).

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

Significant changes in the state of affairs

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

Matters subsequent to the end of the financial year

As reported to the ASX on 2 August 2013, by way of deed of variation, the parties have agreed to vary the Tapeta Iron Ore project Option Agreement. The variation is that whereby Resource Capital Limited ('RCL') has agreed to extend the term of the option by 12 months to 23 September 2014 (expiry date) in exchange for Rand paying a non - refundable option fee of USD$50,000. All other terms of the option agreement remain the same.

On 16 August 2013 the Joint Venture participants Rand Mining Limited, Tribune Resources Limited and Barrick Gold signed a Deed of Settlement and Release in relation to the East Kundana Production Joint Venture Management fee for the calendar year 2011 onward.

As a result of the agreement, the East Kundana Production Joint Venture management's best estimate as at 30 June 2013 changed and an adjustment has been posted to 30 June 2013 Annual Report to reflect the new fixed rate which is applicable from 1 January 2011. This resulted in an overall gain of $836,275 of which $102,444 relates to Rand Mining Ltd and is recognised in other income.

No other matter or circumstance has arisen since 30 June 2013 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 2013

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 East Kundana Joint Venture ('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 greenhouse gas emissions and energy use. The consolidated entity has previously implemented systems and processes for the collection and calculation of data.

Information on directors

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 a
	director of the company.
Other current directorships:	Executive Chairman and Company Secretary of Tribune Resources Limited
Former directorships (in the
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:	None
Name:	Anthony Billis
Title:	Executive Director, Managing Director and Chief Executive Officer
Experience and expertise:	Anthony has over 28 years' experience in gold exploration within the mining industry
	in Western Australia. He has been involved in the exploration and development of
	the Kundana project for over 23 years.
Other current directorships:	Executive Director of Tribune Resources Limited
Former directorships (in the
last 3 years):	None
Special responsibilities:	None
Interests in shares:	33,914,564 ordinary shares (14,000 directly and 33,900,564 indirectly)
Interests in options:	None

Rand Mining Limited Directors' report 30 June 2013

Name:	Gordon Sklenka
Title:	Non-Executive Director
Qualifications:	B.Comm
Experience and expertise:	Gordon has worked in Chartered Accounting, Stockbroking and Corporate Advisory
	in both Perth and Sydney and has in excess of 15 years' experience in corporate
	finance in the resources and technology industries predominantly focusing on capital
	raisings, IPOs, acquisitions and project finance.
Other current directorships:	Non-Executive Director of Tribune Resources Limited, Non-Executive Director of
	AXG 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:	None

'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 ('the Board') held during the year ended 30 June 2013, and the number of meetings attended by each director were:

	Full Board
	Attended	Held
O Demis	2	2
A Billis	2	2
G Sklenka	2	2

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

Whilst only 2 Board meetings were held during the year, it should be noted that 5 circular resolutions were signed.

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

Rand Mining Limited Directors' report 30 June 2013

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:

A Principles used to determine the nature and amount of remuneration B Details of remuneration C Service agreements D Share-based compensation

A Principles used to determine the nature and amount of remuneration

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
● 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.

Rand Mining Limited Directors' report 30 June 2013

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 for 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 continues to be of the opinion that the 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 2013, 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 2012 Annual General Meeting ('AGM')

At the last AGM 100% of the shareholders voted to adopt the remuneration report for the year ended 30 June 2012. The company did not receive any specific feedback at the AGM regarding its remuneration practices.

B Details of remuneration

Amounts of remuneration

Details of the remuneration of the key management personnel of consolidated entity 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 persons:

Roland Berzins - Joint Company Secretary
John Andrews - Manager of Kalgoorlie Operations

Rand Mining Limited Directors' report 30 June 2013

Cash salary Non- and fees Bonus monetary * $ $ $ 20,000 - - 20,000 - - 30,000 - - 87,500 - 73,692 117,500 - 73,692 60,000 - - 84,040 5,000 - 144,040 5,000 - 281,540 5,000 73,692 Short-term benefits	Cash salary Non- and fees Bonus monetary * $ $ $ 20,000 - - 20,000 - - 30,000 - - 87,500 - 73,692 117,500 - 73,692 60,000 - - 84,040 5,000 - 144,040 5,000 - 281,540 5,000 73,692 Short-term benefits	Cash salary Non- and fees Bonus monetary * $ $ $ 20,000 - - 20,000 - - 30,000 - - 87,500 - 73,692 117,500 - 73,692 60,000 - - 84,040 5,000 - 144,040 5,000 - 281,540 5,000 73,692 Short-term benefits	Post- employment benefits Super- annuation $ -	Long-term benefits Long service leave $ -	Share-based payments Equity- settled $ -	Total $ 20,000
20,000	-	-	-	-	-	20,000
30,000 87,500	- -	- 73,692	2,700 12,457	- -	- -	32,700 173,649
117,500	-	73,692	15,157	-	-	206,349
60,000 84,040	- 5,000	- -	- 12,500	- -	- -	60,000 101,540
144,040	5,000	-	12,500	-	-	161,540

281,540	5,000	73,692	27,657	-	-	387,889

Includes car and housing plus applicable fringe benefits tax payable on benefits

Rand Mining Limited Directors' report 30 June 2013

Cash salary Non- and fees Bonus monetary * $ $ $ 20,000 - - 20,000 - - 30,000 - - 109,566 - 51,579 139,566 - 51,579 60,000 - - 82,836 8,250 4,218 142,836 8,250 4,218 302,402 8,250 55,797 Short-term benefits	Cash salary Non- and fees Bonus monetary * $ $ $ 20,000 - - 20,000 - - 30,000 - - 109,566 - 51,579 139,566 - 51,579 60,000 - - 82,836 8,250 4,218 142,836 8,250 4,218 302,402 8,250 55,797 Short-term benefits	Cash salary Non- and fees Bonus monetary * $ $ $ 20,000 - - 20,000 - - 30,000 - - 109,566 - 51,579 139,566 - 51,579 60,000 - - 82,836 8,250 4,218 142,836 8,250 4,218 302,402 8,250 55,797 Short-term benefits	Post- employment benefits Super- annuation $ -	Long-term benefits Long service leave $ -	Share-based payments Equity- settled $ -	Total $ 20,000
20,000	-	-	-	-	-	20,000
30,000 109,566	- -	- 51,579	2,700 25,000	- -	- -	32,700 186,145
139,566	-	51,579	27,700	-	-	218,845
60,000 82,836	- 8,250	- 4,218	- 25,000	- -	- -	60,000 120,304
142,836	8,250	4,218	25,000	-	-	180,304

302,402	8,250	55,797	52,700	-	-	419,149

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	Fixed remuneration	At risk - STI	At risk - STI		At risk - LTI	At risk - LTI
Name	2013	2012	2013	2012		2013	2012
Non-Executive Directors:
G Sklenka	100%	100%		- %	- %		- %	- %
Executive Directors:
O Demis	100%	100%		- %	- %		- %	- %
A Billis	100%	100%		- %	- %		- %	- %
Other Key Management
Personnel:
R Berzins	100%	100%		- %	- %		- %	- %
J Andrews	95%	93%		5%	7%		- %	- %

The proportion of the cash bonus paid and forfeited is as follows:

	Cash bonus	paid/payable	Cash bonus	forfeited
Name	2013	2012	2013	2012
Other Key Management
Personnel:
J Andrews	100%	100%	- %	- %

Rand Mining Limited Directors' report 30 June 2013

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 2013 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 2013 of
	$99,957 to be reviewed annually by the board of directors. The company also
	provides 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 2013 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 2013 of $96,540
	plus motor vehicle benefit. John is entitled to a discretionary bonus.

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

D Share-based compensation

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 2013.

Options

There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2013.

There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2013.

This concludes the remuneration report, which has been audited.

Shares under option

There were no unissued ordinary shares of Rand Mining Limited under option outstanding at the date of this report.

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 2013 and up to the date of this report.

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 2013 and up to the date of this report.

Rand Mining Limited Directors' report 30 June 2013

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 32 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 32 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 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 2013

Auditor's independence declaration

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

Auditor

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

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________ Anthony Billis Director

27 September 2013 Perth

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Auditor’s Independence Declaration

To the Directors of Rand Mining Limited

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

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 2013, 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.

==> picture [100 x 36] intentionally omitted <==

GRANT THORNTON AUDIT PTY LTD Chartered Accountants

==> picture [86 x 66] intentionally omitted <==

C A Becker Partner - Audit & Assurance

Perth, 27 September 2013

Grant Thornton Audit Pty Ltd ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

Rand Mining Limited Corporate Governance Statement 30 June 2013

The Board of Directors (‘Board’) 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 (the ‘company’) 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.	Principles and Recommendations.
Principles and Recommendations		Compliance	Comply
Principle 1 – Lay solid foundations for management and oversight
1.1	Establish the functions reserved to the Board of Rand Mining Limited and those delegated to senior executives and disclose those functions.	The Board is responsible for the overall corporate governance of the company. The Board has adopted a Board Charter that formalises its roles and responsibilities and defines the matters that are reserved for the Board and specific matters that are delegated to management. A summary of those matters is set out in this Corporate Governance Statement. The Board has adopted a Delegations of Authority that sets limits of authority for senior executives. On appointment of a director, the company issues a letter of appointment setting out the terms and conditions of appointment to the Board.	Complies.
1.2	Disclose the process for evaluating the performance of senior executives.	Senior executives prepare strategic objectives that are reviewed and signed off by the Board. These objectives must then be met by senior executives as part of their key performance targets. The Chairman then reviews the performance of the senior executives against those objectives. The Board reviews the Chairman’s compliance against his and the company’s objectives. These reviews occur annually.	Complies.
1.3	Provide the information indicated in the_Guide to_ reporting on Principle 1.	A copy of the Board Charter is available on the company’s website and is summarised in this Corporate Governance Statement. The performance evaluation process for senior executives is summarised in this Corporate Governance Statement. The Board conducted a performance evaluation for senior executives in the financial year in accordance with the process summarised in this Corporate Governance Statement.	Complies.

Rand Mining Limited Corporate Governance Statement 30 June 2013

Rand Mining Limited Corporate Governance Statement 30 June 2013	Rand Mining Limited Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 2 – Structure the Board to		add value
2.1	A majority of the Board should be independent directors.	The company has no independent directors, Otakar Demis and Anthony Billis are not considered independent by virtue of their positions as Executive Chairman and Executive Director respectively. Gordon Sklenka is not considered independent as he is a director of Rand Mining Limited, which holds more than 5% of the shares of the company. The directors are satisfied that the composition and structure of the Board is appropriate for the size of the company and the nature of its operations. The membership of the Board, its activities and composition is subject to periodic review.	Does not comply.
2.2	The Chair should be an independent director.	The Chairman of the Board, Otakar Demis, is not an independent Director for the reasons set out in 2.1 above.	Does not comply.
2.3	The roles of Chair and Chief Executive Officer should not be exercised by the same individual.	Otakar Demis is the Chairman and Anthony Billis the Chief Executive Officer.	Complies.
2.4	The Board should establish a nomination committee.	The company has not established a separate Nomination Committee. Given the company’s current size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the company. Accordingly, the duties of the Nomination Committee, as set out in the Nomination Committee Charter on the company’s website, are currently undertaken by the full Board. Each year the Board will review the necessity or ability to establish a separate Nomination Committee and, if appropriate, delegate certain responsibilities to such Committee. The Board has adopted a Nomination Committee Charter which it follows when considering matters that would usually be considered by a Nomination Committee.	Does not comply.

Rand Mining Limited Corporate Governance Statement 30 June 2013

Rand Mining Limited Corporate Governance Statement 30 June 2013	Rand Mining Limited Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
2.5	Disclose the process for evaluating the performance of the Board, its committees and individual directors.	The Board has established a Performance Evaluation Policy, which is available on the company’s website. The Performance Evaluation Policy covers the Board, its Committees, if any, and its individual directors. The Board as a whole will discuss and analyse its own performance on an annual basis including suggestions for change or improvement from individual Board members and senior management to examine ways to perform its duties more effectively. The Board’s induction program provides incoming directors with information that will enable them to carry out their duties in the best interests of the company. This includes supporting ongoing education of directors for the benefit of the company.	Complies.
2.6	Provide the information indicated in the_Guide to_ reporting on Principle 2.	The skills, experience and expertise of by each Director are set out in the directors’ report in this Annual Report. The company has no independent directors. A director is considered independent when he substantially satisfies the test for independence as set out in the ASX Corporate Governance Recommendations. Refer to 2.1 above. Members of the Board are able to take independent professional advice at the expense of the company, subject to prior consultation with the Chairman. Otakar Demis, Executive Chairman, was appointed to the Board in November 1985. Anthony Billis, Managing Director and Chief Executive Officer, was appointed to the Board in January 2003. Gordon Sklenka, Non-Executive Director, was appointed to the Board in August 2004. The Board has not established a Nomination Committee for the reasons set out in 2.4 above. The Board has undertaken a review of the mix of skills and experience on the Board in light of the company’s principal activities and direction, and has considered diversity in succession planning. The Board considers the current mix of skills and experience of members of the Board and its senior management is sufficient to meet the requirements of the company.	Complies.

Rand Mining Limited Corporate Governance Statement 30 June 2013

Rand Mining Limited Corporate Governance Statement 30 June 2013	Rand Mining Limited Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 3 – Promote ethical and responsible decision making
3.1	Establish a code of conduct and disclose the code or a summary of the code as to: •the practices necessary to maintain confidence in the company’s integrity; •the practices necessary to take into account the company’s legal obligations and the reasonable expectations of its stakeholders; •the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	The Board has adopted a code of conduct which provides a framework for decisions and actions in relation to ethical conduct of the company’s directors, officers and employees. A copy of the Code of Conduct is available on the company’s website. The Code of Conduct sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from management and employees. The company encourages the reporting of matters that may cause financial and/or non-financial loss to the company, or may damage the company’s reputation. All employees are responsible for reporting circumstances that may involve a breach of the Code of Conduct. The company also has adopted a Securities Trading Policy that establishes a procedure for dealings in the company’s securities by Directors, senior executives, employees, and related parties, and also dealings in securities of other entities with whom the company may have business dealings. The Securities Trading Policy is further described at the end of this Corporate Governance Statement under the section titled ‘Dealing in Company Securities’. A copy of Securities Trading Policy is available in the Corporate Governance section of the company’s website.	Complies.
3.2	Establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them.	The Board has established a Diversity Policy and is committed to workplace diversity, with a particular focus on supporting the representation of women at the senior level in the company and on the Board. A copy of the Diversity Policy is available on the company’s website.	Complies.
3.3	Disclose in each annual report the measurable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them.	The company is at a stage of its development that the application of measurable objectives in relation to gender diversity, at the various levels of the company’s business, are not considered to be appropriate nor practical.	Does not comply.

Rand Mining Limited Corporate Governance Statement 30 June 2013

Rand Mining Limited Corporate Governance Statement 30 June 2013	Rand Mining Limited Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
3.4	Disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board.	The company has included the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board at the end of this Corporate Governance Statement, under the section ‘Diversity’.	Complies.
3.5	Provide the information indicated in the_Guide to_ reporting on Principle 3.	The company has provided explanations of departures from Recommendations in relation to Principle 3 and has noted that copies of the Code of Conduct, Securities Trading Policy and the Diversity Policy are available on the company’s website.	Complies.
Principle 4 – Safeguard integrity in financial reporting
4.1	The Board should establish an audit committee.	The Board believes the company is not currently of a sufficient size, nor its financial affairs of such complexity to justify the formation of an Audit and Risk Committee. The full Board undertakes the functions normally associated with an Audit and Risk Committee. Each year the Board will review the necessity or ability to establish a separate Audit and Risk Committee and, if appropriate, delegate certain responsibilities to such Committee. The Board has adopted an Audit and Risk Committee Charter which it follows when considering matters that would usually be considered by an audit committee.	Does not comply.
4.2	The audit committee should be structured so that it consists of only non- executive directors, a majority of independent directors, is chaired by an independent chair who is not chair of the Board and has at least 3 members.	The company has not established a separate Audit and Risk Committee for the reasons set out above.	Does not comply.
4.3	The audit committee should have a formal charter.	The Board has adopted a separate Audit and Risk Committee charter to assist it in performing the relevant functions of an audit and risk committee. The Charter sets out the roles and responsibilities of the Audit and Risk Committee and contains information on the procedures for the selection, appointment and rotation of the external auditor. A copy of the Audit and Risk Committee Charter is available on the company’s website.	Complies.

Rand Mining Limited Corporate Governance Statement 30 June 2013

Rand Mining Limited Corporate Governance Statement 30 June 2013	Rand Mining Limited Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
4.4	Provide the information indicated in the_Guide to_ reporting on Principle 4.	The company has not established a separate Audit and Risk Committee for the reasons outlined above. Therefore, it has not disclosed the names and qualifications of the committee but has disclosed that the functions normally carried out by the committee are performed by the full Board. The Audit and Risk Committee Charter, which contains procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners, is available on the company’s website.	Complies.
Principle 5 – Make timely and balanced disclosure
5.1	Establish written policies designed to ensure compliance with ASX Listing Rules disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	The company has established a Continuous Disclosure Policy, to ensure that it complies with the continuous disclosure regime under the ASX Listing Rules and the Corporations Act 2001. Under the terms of the Continuous Disclosure Policy, the Chairman, Managing Director and Company Secretary are primarily responsible for making decisions about what information will be disclosed to the ASX. Approval is sought from the Board on all significant matters. Employees must inform the Managing Director, Chairman or Company Secretary of any potentially material price or value sensitive information as soon as they become aware of it. The Continuous Disclosure Policy is available on the company’s website.	Complies.
5.2	Provide the information indicated in the_Guide to_ reporting on Principle 5.	The company’s Continuous Disclosure Policy is available on its website.	Complies.
Principle 6 – Respect the rights of shareholders
6.1	Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.	The company has designed a Shareholder Communications Policy for promoting effective communication with shareholders and encouraging their participation at general meetings. The company uses its website, interim and annual reports, market announcements and media disclosures to communicate with its shareholders. Additionally, the company’s auditor representative attends the annual general meetings of the company to answer any questions raised by shareholders about the conduct of the audit and preparation and content of the auditor’s report.	Complies.
6.2	Provide the information indicated in the_Guide to_ reporting on Principle 6.	The company’s Shareholder Communications Policy is available on its website.	Complies.

Rand Mining Limited Corporate Governance Statement 30 June 2013

Rand Mining Limited Corporate Governance Statement 30 June 2013	Rand Mining Limited Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 7 – Recognise and manage risk
7.1	Establish policies for the oversight and management of material business risks and disclose a summary of those policies.	The company has established policies for the oversight and management of material business risks. The Board is responsible for overseeing risk management strategy and policies, internal compliance and internal control. The Risk Management Policy is available on the company’s website and is summarised in this Corporate Governance Statement under the section titled ‘Risk’.	Complies.
7.2	The Board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	The company has identified key risks within the business. In the ordinary course of business, management monitors and manages those risks. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report back to the Board quarterly. Key operational and financial risks are presented to and reviewed by the Board at each Board meeting.	Complies.
7.3	The Board should disclose whether it has received assurance from the Chief Executive Officer and Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating efficiently and effectively in all material respects in relation to the financial reporting risks.	The Board has received a statement from the Chief Executive Officer and Chief Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating efficiently and effectively in all material respects in relation to the financial reporting risks.	Complies.
7.4	Provide the information indicated in the_Guide to_ reporting on Principle 7.	Management has reported to the Board as to the effectiveness of the company’s management of its material business risks. The company has received a statement of assurance from the Chief Executive Officer and Chief Financial Officer (or equivalent) The Risk Management Policy is available on the company’s website and is summarised in this Corporate Governance Statement under the section titled ‘Risk’.	Complies.

Rand Mining Limited Corporate Governance Statement 30 June 2013

Rand Mining Limited Corporate Governance Statement 30 June 2013	Rand Mining Limited Corporate Governance Statement 30 June 2013
Principles and Recommendations		Compliance	Comply
Principle 8 – Remunerate fairly and		responsibly
8.1	The Board should establish a remuneration committee.	The Board has not established a separate Remuneration Committee. Given the company’s current size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the company. Accordingly, the duties of the Remuneration Committee are currently undertaken by the full Board. Each year the Board will review the necessity or ability to establish a separate Remuneration Committee and, if appropriate, delegate certain responsibilities to such Committee. The Board has adopted a Remuneration Committee Charter which it follows when considering matters that would usually be considered by a remuneration committee.	Does not comply.
8.2	The remuneration committee should be structured so that it consists of a majority of independent directors, is chaired by an independent chair and has at least three members.	Refer to 8.1 above.	Does not comply.
8.3	Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	The company has separate policies relating to the remuneration of Non-Executive Directors and that of Executive Directors and senior executives. This information is detailed in the Remuneration Report, which forms part of the directors’ report in this Annual Report.	Complies.
8.4	Provide the information indicated in the_Guide to_ reporting on Principle 8.	The company has not established a Remuneration Committee for the reasons outlined above. The company does not have any schemes for retirement benefits other than superannuation for Non-Executive Directors. Explanations for departures from Recommendations 8.1 and 8.2 are set out above. A copy of the Remuneration Committee Charter, which is followed by the Board, is available on the company’s website. The Securities Trading Policy, a copy of which is available on the company’s website, prohibits the hedging of risk of fluctuation of the value of the company’s securities.	Complies.

Rand Mining Limited’s corporate governance practices were in place for the financial year ended 30 June 2013 and to the date of signing the directors’ report in this Annual 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.

Rand Mining Limited Corporate Governance Statement 30 June 2013

The Role of the Board and Management

In carrying out the responsibilities and powers set out in the Board Charter, the Board of Directors of the company recognises:

its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of its shareholders; and
its duties and responsibilities to its employees, customers and the community.

In addition to matters it is expressly required by law to approve, the Board has the following specific responsibilities:

appointment of the Chief Executive Officer and/or Managing Director, other senior executives and the Company Secretary and the determination of their terms and conditions including remuneration and termination;
driving the strategic direction of the company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;
reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;
approving and monitoring the budget and adequacy and integrity of financial and other reporting;
approving the annual and interim accounts;
approving significant changes to organisational structure;
approving the issue of any shares, options, equity instruments or other securities in the company (subject to compliance with the ASX Listing Rules if applicable);
ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making;
recommending to shareholders the appointment of the external auditor as and when their appointment or reappointment is required to be approved by them (in accordance with the ASX Listing Rules if applicable); and
meeting with the external auditor, at their request, without management being present.

The Board delegates responsibility for the day to day operations and administration of the company to the Managing Director. In addition to formal reporting structures, members of the Board are encouraged to have direct communications with management and other employees within the company to facilitate the carrying out of their duties as Directors.

Composition 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’s 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 operations and, therefore, an increasing contribution to the Board as a whole. Where practical, 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. Where practical, 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 reviews 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.

Rand Mining Limited Corporate Governance Statement 30 June 2013

In accordance with the definition of independence above, none of the Directors of Rand Limited is considered to be independent:

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 29 November 1985
Anthony Billis	Executive Director, Managing Director and Chief	Appointed 22 January 2003
	Executive Officer
Gordon Sklenka	Non-Executive Director	Appointed 16 August 2004

Further details on each director can be found in the directors’ report in this Annual Report.

Committees of the Board

Given the company’s current size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the company. Accordingly, the duties of the committees below are currently undertaken by the full Board:

Audit and Risk Committee;
Remuneration Committee; and
Nomination Committee.

Each year the Board will review the necessity or ability to establish separate committees and, if appropriate, delegate certain responsibilities to each such committee.

Access to Advice

The Board, Committees, if any, or individual directors may seek independent external professional advice as considered necessary at the expense of the company, subject to prior consultation with the Chairman. A copy of such advice received is made available to all members of the Board.

Dealings in Company Securities

The company’s Securities Trading Policy outlines when Key Management Personnel (the company’s Directors and those employees directly reporting to the Managing Director) may deal in the company’s securities and contains procedures to reduce the risk of insider trading.

Key management personnel must not, except in exceptional circumstances, deal in the securities of the company in the following periods:

(i) from the day after the company’s half-year end, being 1 January, to the close of trading on the business day after the half-year report is released and the day of, and 1 trading day after the release of the Appendix 5B Report to the ASX;
(ii) 1 April and 1 trading day after release of the Appendix 5B Report to the ASX;
(iii) from the day after the company’s financial year end, being 1 July, to the close of trading on the business day after the annual report is released and the day of, and 1 trading day after the release of the Appendix 5B Report to the ASX;
(iv) 1 October and 1 trading day after release of the Appendix 5B Report to the ASX.

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

The Securities Trading Policy prohibits key management personnel from entering into transactions which would have the effect of hedging or transferring the risk of any fluctuation in the value of the company’s securities.

The Securities Trading Policy has been issued to ASX and a copy is available on the company’s website

Rand Mining Limited Corporate Governance Statement 30 June 2013

Risk

The responsibility of overseeing risk usually falls within the charter of the Audit and Risk Committee (a copy of which is available on the company’s website). However, there is currently no separate Audit and Risk Committee. Given the company’s current size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the company. Accordingly, the duties of the Audit and Risk Committee, including overseeing risk management, are undertaken by the full Board.

The company has established a Risk Management Policy for the oversight and management of material business risks (a copy of which is available on the company’s website).

The company will:

oversee the company's risk management systems, practices and procedures to ensure effective risk identification and management and compliance with internal guidelines and external requirements;
assist management to determine the key risks to the businesses and prioritise work to manage those risks; and
review reports by management on the efficiency and effectiveness of risk management and associated internal compliance and control procedures.

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 processes 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 company's process of risk management and internal compliance and control includes:

identifying and measuring risks that might impact upon the achievement of the company's goals and objectives, and monitoring the environment for emerging factors and trends that affect these risks;
formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls; and
monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control.

CEO and CFO certification

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

the financial statements of the company present a true and fair view, in all material aspects, of the consolidated entity’s financial position and operating results and are in accordance with accounting standards;
the above statement is founded on a sound system of risk management and internal compliance and control; and
the company's risk management and internal compliance and control system is operating effectively in all material respects in relation the financial reporting risks.

Rand Mining Limited Corporate Governance Statement 30 June 2013

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 and its Committees, if any, 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.

A review of the performance of the Board was conducted in accordance with the process disclosed.

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 forms part of the directors' report in this Annual Report.

There is no scheme to provide retirement benefits to Non-Executive (or Executive) Directors.

The duties of the Remuneration Committee are currently undertaken by the full Board, which is responsible for determining and reviewing compensation arrangements for the directors themselves and the Chief Executive Officer and Executive team.

Diversity

The company and all its related bodies corporate are committed to workplace diversity. The company recognises the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefitting from all available talent.

Diversity includes, but is not limited to gender, age, ethnicity and cultural background.

The Diversity Policy is available on the company’s website.

As stated earlier, the company is at a stage of its development that the application of measurable objectives in relation to gender diversity, at the various levels of the company’s business, are not considered to be appropriate nor practical.

The participation of women in the company and consolidated entity at 30 June 2013 was as follows:

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

Rand Mining Limited Financial report 30 June 2013

Contents
	Page
Financial report
Statement of profit or loss and other comprehensive income	35
Statement of financial position	36
Statement of changes in equity	37
Statement of cash flows	38
Notes to the financial statements	39
Directors' declaration	77
Independent auditor's report to the members of Rand Mining Limited	78

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.

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 27 September 2013. The directors have the power to amend and reissue the financial report.

Rand Mining Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2013

Note 4 5 6 7 7 8 28 42 42 Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Rand Mining Limited Available-for-sale financial assets - current year loss Available-for-sale financial assets - reclassification to profit or loss Tax movement on disposal of land and buildings Profit before income tax expense Diluted earnings per share Basic earnings per share Employee benefits expense Management fees Impairment of exploration and evaluation Expenses Processing expenses Royalty expenses Finance costs Other comprehensive income Gain on the revaluation of land and buildings, net of tax Items that will not be reclassified subsequently to profit or loss Changes in inventories Other income Revenue Share of profits of associates accounted for using the equity method Impairment of available-for-sale assets Depreciation and amortisation expense Administration expenses Mining expenses Impairment of equity accounted investments Profit after income tax expense for the year attributable to the owners of Rand Mining Limited Income tax expense Items that may be reclassified subsequently to profit or loss	2013 2012 $ $ 26,921,150 15,385,846 5,724,911 2,614,353 120,084 12,114 6,593,825 5,984,793 (565,436) (570,038) (300,827) (421,301) (5,781,366) (3,694,128) (160,949) (118,001) (593,244) (607,925) (4,778,367) (2,489,167) (2,065,344) (1,316,877) (8,882,112) (7,077,614) (3,298,750) (1,771,655) (967,494) (691,593) (287,613) (337,650) 11,678,468 4,901,157 (4,122,523) (1,747,879) 7,555,945 3,153,278 296,059 - (221,413) (305,064) 116,521 115,751 - (95,434) 191,167 (284,747) 7,747,112 2,868,531 Cents Cents 12.42 5.18 12.42 5.18 Consolidated	2013 2012 $ $ 26,921,150 15,385,846 5,724,911 2,614,353 120,084 12,114 6,593,825 5,984,793 (565,436) (570,038) (300,827) (421,301) (5,781,366) (3,694,128) (160,949) (118,001) (593,244) (607,925) (4,778,367) (2,489,167) (2,065,344) (1,316,877) (8,882,112) (7,077,614) (3,298,750) (1,771,655) (967,494) (691,593) (287,613) (337,650) 11,678,468 4,901,157 (4,122,523) (1,747,879) 7,555,945 3,153,278 296,059 - (221,413) (305,064) 116,521 115,751 - (95,434) 191,167 (284,747) 7,747,112 2,868,531 Cents Cents 12.42 5.18 12.42 5.18 Consolidated
	11,678,468 (4,122,523)	4,901,157 (1,747,879)
	7,555,945 296,059 (221,413) 116,521 -	3,153,278 - (305,064) 115,751 (95,434)
	191,167	(284,747)
	7,747,112	2,868,531
	Cents 12.42 12.42	Cents 5.18 5.18

The above statement of profit or loss and other comprehensive income should be read in conjunction with the

accompanying notes

Rand Mining Limited Statement of financial position As at 30 June 2013

Note 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Trade and other payables Borrowings Income tax Provisions Total assets Issued capital Equity Non-current liabilities Provisions Total non-current liabilities Net assets Deferred tax Borrowings Total equity Retained profits Trade and other receivables Inventories Deferred tax Total current liabilities Current liabilities Non-current assets Total current assets Investments accounted for using the equity method Available-for-sale financial assets Current assets Assets Cash and cash equivalents Reserves Property, plant and equipment Exploration and evaluation Other Total liabilities Mine development Liabilities Total non-current assets	2013 2012 $ $ 2,054,590 1,685,256 132,976 767,042 24,791,427 18,197,602 26,978,993 20,649,900 15,501,076 14,308,686 102,566 318,194 2,401,459 2,576,573 - - 6,082,577 8,008,703 599,123 209,538 791,049 - 25,477,850 25,421,694 52,456,843 46,071,594 3,618,166 3,251,117 1,750,000 3,250,000 1,414,886 273,354 193,965 135,429 6,977,017 6,909,900 - 1,750,000 2,469,426 2,150,784 355,371 352,993 2,824,797 4,253,777 9,801,814 11,163,677 42,655,029 34,907,917 17,573,427 17,573,427 2,152,075 1,960,908 22,929,527 15,373,582 42,655,029 34,907,917 Consolidated	2013 2012 $ $ 2,054,590 1,685,256 132,976 767,042 24,791,427 18,197,602 26,978,993 20,649,900 15,501,076 14,308,686 102,566 318,194 2,401,459 2,576,573 - - 6,082,577 8,008,703 599,123 209,538 791,049 - 25,477,850 25,421,694 52,456,843 46,071,594 3,618,166 3,251,117 1,750,000 3,250,000 1,414,886 273,354 193,965 135,429 6,977,017 6,909,900 - 1,750,000 2,469,426 2,150,784 355,371 352,993 2,824,797 4,253,777 9,801,814 11,163,677 42,655,029 34,907,917 17,573,427 17,573,427 2,152,075 1,960,908 22,929,527 15,373,582 42,655,029 34,907,917 Consolidated
	26,978,993	20,649,900
	15,501,076 102,566 2,401,459 - 6,082,577 599,123 791,049	14,308,686 318,194 2,576,573 - 8,008,703 209,538 -
	25,477,850	25,421,694
	52,456,843	46,071,594
	3,618,166 1,750,000 1,414,886 193,965	3,251,117 3,250,000 273,354 135,429
	6,977,017	6,909,900
	- 2,469,426 355,371	1,750,000 2,150,784 352,993
	2,824,797	4,253,777
	9,801,814	11,163,677
	42,655,029	34,907,917
	17,573,427 2,152,075 22,929,527	17,573,427 1,960,908 15,373,582
	42,655,029	34,907,917

The above statement of financial position should be read in conjunction with the accompanying notes

Rand Mining Limited Statement of changes in equity For the year ended 30 June 2013

$ 17,573,427 - - Issued capital	$ 2,245,655 - (284,747) Reserves	$ 12,220,304 3,153,278 - profits Retained	Total equity $ 32,039,386 3,153,278 (284,747)
-	(284,747)	3,153,278	2,868,531
17,573,427	1,960,908	15,373,582	34,907,917
$ 17,573,427 - - capital Issued	$ 1,960,908 - 191,167 Reserves	$ 15,373,582 7,555,945 - Retained profits	Total equity $ 34,907,917 7,555,945 191,167
-	191,167	7,555,945	7,747,112
17,573,427	2,152,075	22,929,527	42,655,029

The above statement of changes in equity should be read in conjunction with the accompanying notes

Rand Mining Limited Statement of cash flows For the year ended 30 June 2013

Note 41 9 Net increase/(decrease) in cash and cash equivalents Cash flows from financing activities Net cash used in investing activities Repayment of borrowings Payments for investments Income taxes paid Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year Cash flows from investing activities Payments for exploration and evaluation Net cash from/(used in) financing activities Proceeds from sale of property, plant and equipment Cash flows from operating activities Receipts from customers (inclusive of GST) Interest received Payments for property, plant and equipment Payments to suppliers and employees (inclusive of GST) Interest and other finance costs paid Net cash from operating activities Proceeds from borrowings Payments for mine development	2013 2012 $ $ 26,973,874 15,285,275 (14,263,162) (10,510,296) 67,357 100,574 (287,613) (371,666) (3,160,715) (1,455,791) 9,329,741 3,048,096 - (150,000) (785,219) (1,265,661) (2,002,982) (1,560,234) (2,930,994) (4,773,214) 8,788 35,937 (5,710,407) (7,713,172) - 3,725,000 (3,250,000) - (3,250,000) 3,725,000 369,334 (940,076) 1,685,256 2,625,332 2,054,590 1,685,256 Consolidated	2013 2012 $ $ 26,973,874 15,285,275 (14,263,162) (10,510,296) 67,357 100,574 (287,613) (371,666) (3,160,715) (1,455,791) 9,329,741 3,048,096 - (150,000) (785,219) (1,265,661) (2,002,982) (1,560,234) (2,930,994) (4,773,214) 8,788 35,937 (5,710,407) (7,713,172) - 3,725,000 (3,250,000) - (3,250,000) 3,725,000 369,334 (940,076) 1,685,256 2,625,332 2,054,590 1,685,256 Consolidated
	9,329,741	3,048,096
	- (785,219) (2,002,982) (2,930,994) 8,788	(150,000) (1,265,661) (1,560,234) (4,773,214) 35,937
	(5,710,407)	(7,713,172)
	- (3,250,000)	3,725,000 -
	(3,250,000)	3,725,000
	369,334 1,685,256	(940,076) 2,625,332
	2,054,590	1,685,256

The above statement of cash flows should be read in conjunction with the accompanying notes

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New, revised or amending Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Any significant impact on the accounting policies of the consolidated entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity.

The following Accounting Standard is most relevant to the consolidated entity:

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

The consolidated entity has applied AASB 2011-9 amendments from 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 amendments also introduced the term 'Statement of profit or loss and other comprehensive income' clarifying that there are two discrete sections, the profit or loss section (or separate statement of profit or loss) and other comprehensive income section.

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 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.

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 36.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Rand Mining Limited ('company' or 'parent entity') as at 30 June 2013 and the results of all subsidiaries for the year then ended. Rand Mining Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The effects of potential exercisable voting rights are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Refer to the 'business combinations' accounting policy for further details. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Revenue recognition

Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Sales of gold

Sales of gold revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

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, 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.

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:

gold on hand is valued on an average total production cost method;
ore stockpiles are valued at the average cost of mining and stockpiling the ore, including haulage; and
a proportion of related depreciation and amortisation charge is included in the cost of inventory.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

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

The consolidated entity's interest in joint venture entities are accounted for using the proportionate consolidation method of accounting. Under the proportionate consolidation method, the consolidated entity recognises its interest in the assets that it controls and the liabilities that it incurs and the expenses that it incurs and its share of the income that it earns from the sale of goods or services by the joint venture, classified according to the nature of the assets, liabilities, income or expense.

Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. They are subsequently 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 arm's 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 in other comprehensive income through 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.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

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 recognised had the impairment not been made 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. During the financial year there was a change in the accounting estimate of depreciation of mining plant and equipment (other than mobile plant and equipment). The change is to reflect the life of the asset rather that being based on unit of production. The change from a units of production method determined by depletion of mined resources percentage to that of a useful life assessment has been made to align the expected benefits of mining plant and equipment with its own individual expected asset life. The effect of the change in depreciation method has resulted in a $691,983 amount of depreciation recognised in the current period, a decrease of $836,587 on the prior period depreciation.

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.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

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.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

Impairment of non-financial assets

Goodwill, exploration and evaluation and other intangible assets 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 payables

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.

Rand Mining Limited Notes to the financial statements 30 June 2013

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.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

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.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Rand Mining Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2013. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

AASB 9 Financial Instruments, 2009-11 Amendments to Australian Accounting Standards arising from AASB 9, 20107 Amendments to Australian Accounting Standards arising from AASB 9 and 2012-6 Amendments to Australian Accounting Standards arising from AASB 9

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2015 and completes phase I of the IASB's project to replace IAS 39 (being the international equivalent to AASB 139 'Financial Instruments: Recognition and Measurement'). This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. The consolidated entity will adopt this standard from 1 July 2015 but the impact of its adoption is yet to be assessed by the consolidated entity.

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, in accordance with the standards applicable to the particular assets, liabilities, revenues and expenses. The consolidated entity will adopt this standard from 1 July 2013 but the impact of its change to the equity method from proportionate consolidation is yet to be assessed by the consolidated entity.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

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 AASB 13

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 guidance 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 changed the definition of short-term employee benefits, from 'due to' to 'expected to' be settled within 12 months. This 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 will not have a material impact on 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. Corporations and Related Legislation Amendment Regulations 2013 and Corporations and Australian Securities and Investments Commission Amendment Regulation 2013 (No. 1) now specify the KMP disclosure requirements to be included within the directors report for annual reporting periods beginning 1 July 2013.

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.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 1. Significant accounting policies (continued)

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.

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 the comparative information requirements when an entity provides an optional third column or is required to present a third statement of financial position 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; clarification that the tax effect of distributions to holders of equity instruments and equity transaction costs in AASB 132 'Financial Instruments: Presentation' should be accounted for in accordance with AASB 112 ‘Income Taxes’; 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.

AASB 2012-9 Amendment to AASB 1048 arising from the Withdrawal of Australian Interpretation 1039 This amendment is applicable to annual reporting periods beginning on or after 1 January 2013. The amendment removes reference in AASB 1048 following the withdrawal of Interpretation 1039. The adoption of this amendment will not have a material impact on the consolidated entity.

AASB 2012-10 Amendments to Australian Accounting Standards – Transition Guidance and Other Amendments These amendments are applicable to annual reporting periods beginning on or after 1 January 2013. They amend AASB 10 and related standards for the transition guidance relevant to the initial application of those standards. The amendments clarify the circumstances in which adjustments to an entity’s previous accounting for its involvement with other entities are required and the timing of such adjustments. The adoption of these amendments will not have a material impact on the consolidated entity.

AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets

The amendments are applicable to annual reporting periods beginning on or after 1 January 2014. The disclosure requirements of AASB 136 ‘Impairment of Assets' have been enhanced to require additional information about the fair value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposals. Additionally, if measured using a present value technique, the discount rate is required to be disclosed. The adoption of the amendments from 1 July 2014 may increase the disclosures by the consolidated entity.

Rand Mining Limited Notes to the financial statements 30 June 2013

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 (refer to the respective notes) within the next financial year are discussed below.

Share-based payment transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Binomial model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Property, plant and equipment

The directors have made a change in estimate with regards to depreciation of mining plant and equipment (other mobile plant and equipment). The change from a units of production method determined by depletion of mined resources percentage to that of a useful life assessment has been made to align the expected benefits of mining plant and equipment with its own individual expected asset life. The effect of the change in depreciation method has resulted in a $691,983 amount of depreciation recognised in the current period, a decrease of $836,587 on the prior period depreciation.

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.

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. 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.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 3. Operating segments (continued)

Major customers

During the year ended 30 June 2013 approximately 100% (2012: 100%) 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.

Geographical information

The consolidated entity's revenue and non-current assets are all derived in Australia and, therefore, this information is detailed throughout the financial statements.

Note 4. Revenue

- - Sales revenue Interest Other revenue Revenue Sales of gold	2013 2012 $ $ 26,853,793 15,285,272 67,357 100,574 26,921,150 15,385,846 Consolidated	2013 2012 $ $ 26,853,793 15,285,272 67,357 100,574 26,921,150 15,385,846 Consolidated
	67,357	100,574
	26,921,150	15,385,846

Note 5. Share of profits of associates accounted for using the equity method

Share of profit - associates	2013 2012 $ $ 5,724,911 2,614,353 Consolidated

Share of profit - associates relates to the company's share in Tribune Resources Limited. Refer to notes 12 and 38 for further details of the investment.

Note 6. Other income

- - Net gain on disposal of investments Other income Other income Release of joint venture management fee	2013 2012 $ $ - 2,250 102,444 - 17,640 9,864 120,084 12,114 Consolidated	2013 2012 $ $ - 2,250 102,444 - 17,640 9,864 120,084 12,114 Consolidated
	120,084	12,114

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 7. Expenses

- - - - Mine development Plant and equipment Total depreciation and amortisation Defined contribution superannuation expense Rental expense relating to operating leases Minimum lease payments Depreciation Superannuation expense Profit before income tax includes the following specific expenses: Mining plant and equipment Amortisation Total depreciation Interest and finance charges paid/payable Finance costs	2013 2012 $ $ 2,011 2,314 922,235 1,657,676 924,246 1,659,990 4,857,120 2,034,138 5,781,366 3,694,128 287,613 337,650 8,046 6,813 36,592 63,621 Consolidated	2013 2012 $ $ 2,011 2,314 922,235 1,657,676 924,246 1,659,990 4,857,120 2,034,138 5,781,366 3,694,128 287,613 337,650 8,046 6,813 36,592 63,621 Consolidated
	924,246	1,659,990
	4,857,120	2,034,138
	5,781,366	3,694,128
	287,613	337,650
	8,046	6,813
	36,592	63,621

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 8. Income tax expense

- - - - - - - - - - - - - - - - Profit before income tax expense Sundry items Amounts charged/(credited) directly to equity Cash on deposit Note 9. Current assets - cash and cash equivalents Adjustment recognised for prior periods Increase in deferred tax liabilities (note 24) Acquisition costs on Liberia Current tax Deferred tax included in income tax expense comprises: Decrease/(increase) in deferred tax assets (note 17) Aggregate income tax expense Deferred tax assets (note 17) Deferred tax - origination and reversal of temporary differences Deferred tax - origination and reversal of temporary differences Tax at the statutory tax rate of 30% Adjustment recognised for prior periods Income tax expense Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Cash on hand Deferred tax liabilities (note 24) Numerical reconciliation of income tax expense and tax at the statutory rate Income tax expense Cash at bank	2013 2012 $ $ 4,205,734 1,545,622 (82,385) 224,425 (826) (22,168) 4,122,523 1,747,879 (468,080) 172,396 385,695 52,029 (82,385) 224,425 11,678,468 4,901,157 3,503,540 1,470,347 - 286,517 619,809 13,183 4,123,349 1,770,047 (826) (22,168) 4,122,523 1,747,879 78,495 11,443 (67,053) - 11,442 11,443 2013 2012 $ $ 200 200 1,869,170 1,499,836 185,220 185,220 2,054,590 1,685,256 Consolidated Consolidated	2013 2012 $ $ 4,205,734 1,545,622 (82,385) 224,425 (826) (22,168) 4,122,523 1,747,879 (468,080) 172,396 385,695 52,029 (82,385) 224,425 11,678,468 4,901,157 3,503,540 1,470,347 - 286,517 619,809 13,183 4,123,349 1,770,047 (826) (22,168) 4,122,523 1,747,879 78,495 11,443 (67,053) - 11,442 11,443 2013 2012 $ $ 200 200 1,869,170 1,499,836 185,220 185,220 2,054,590 1,685,256 Consolidated Consolidated
	2,054,590	1,685,256

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 10. Current assets - trade and other receivables

- - Other receivables Goods and services tax receivable Prepaid drilling	2013 2012 $ $ 132,631 138,594 345 3,821 - 624,627 132,976 767,042 Consolidated	2013 2012 $ $ 132,631 138,594 345 3,821 - 624,627 132,976 767,042 Consolidated
	132,976	767,042

Prepaid drilling expenses incurred for the exploration of the Tuppeta Project as reimbursement of return administration expenditure with the option and access agreement between Rand Mining Limited and Resource

Past due but not impaired

There were no past due but not impaired receivables at 30 June 2013 or 30 June 2012.

Note 11. Current assets - inventories

- - Gold on hand - at cost Gold in transit - at cost Ore stockpiles - at cost	2013 2012 $ $ 698,760 3,312,189 280,796 627,573 23,811,871 14,257,840 24,791,427 18,197,602 Consolidated	2013 2012 $ $ 698,760 3,312,189 280,796 627,573 23,811,871 14,257,840 24,791,427 18,197,602 Consolidated
	24,791,427	18,197,602

Gold on hand at 30 June 2013 has a net realisable value of $35,701,527 (2012: $32,413,359) measured at spot rate of $1,303.00 (2012: $1,573.15). Gold in transit had a net realisable value of $405,053 (2012: $4,341,756) measured at spot rate of $1,303.00 (2012: $1,573.15).

Note 12. Non-current assets - investments accounted for using the equity method

- - Investment in associate - Tribune Resources Limited Less: provision for impairment	2013 2012 $ $ 25,044,950 19,074,193 (9,543,874) (4,765,507) 15,501,076 14,308,686 Consolidated	2013 2012 $ $ 25,044,950 19,074,193 (9,543,874) (4,765,507) 15,501,076 14,308,686 Consolidated
	15,501,076	14,308,686

Refer to note 38 for further information on investments in associates.

Refer to note 39 for further information on interests in joint ventures.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 13. Non-current assets - available-for-sale financial assets

- - Reconciliation Closing fair value Revaluation decrements Additions Listed securities - at fair value Impairment of assets Opening fair value Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out Refer to note 30 for further information on financial instruments.	2013 2012 $ $ 102,566 318,194 318,194 473,259 - 150,000 (54,679) (187,064) (160,949) (118,001) 102,566 318,194 Consolidated	2013 2012 $ $ 102,566 318,194 318,194 473,259 - 150,000 (54,679) (187,064) (160,949) (118,001) 102,566 318,194 Consolidated
	318,194 - (54,679) (160,949)	473,259 150,000 (187,064) (118,001)
	102,566	318,194

Note 14. Non-current assets - property, plant and equipment

- - - - - - - - Less: Accumulated depreciation Less: Accumulated depreciation Plant and equipment - at cost Construction work in progress - at cost Mining plant and equipment - at cost	2013 2012 $ $ 296,153 296,214 (292,948) (290,998) 3,205 5,216 6,646,015 6,107,505 (4,777,821) (4,024,194) 1,868,194 2,083,311 530,060 488,046 530,060 488,046 2,401,459 2,576,573 Consolidated	2013 2012 $ $ 296,153 296,214 (292,948) (290,998) 3,205 5,216 6,646,015 6,107,505 (4,777,821) (4,024,194) 1,868,194 2,083,311 530,060 488,046 530,060 488,046 2,401,459 2,576,573 Consolidated
	3,205	5,216
	6,646,015 (4,777,821)	6,107,505 (4,024,194)
	1,868,194	2,083,311
	530,060	488,046
	530,060	488,046
	2,401,459	2,576,573

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 14. 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:

$ $ - - - - - - - - - - - - - - - - - - - - - - Balance at 30 June 2013 Balance at 1 July 2011 Additions Disposals Disposals Depreciation expense Consolidated Balance at 30 June 2012 Additions Depreciation expense Transfers in/(out) Transfers in/(out)	$ 5,402 2,128 - - (2,314) equipment Plant and	$ $ 1,522,542 1,434,625 11,142 1,464,934 (28,743) - 2,236,046 (2,411,513) (1,657,676) - 2,083,311 488,046 - 785,219 (2,681) - 709,799 (743,205) (922,235) - 1,868,194 530,060 and equipment Mining plant Construction WIP	$ $ 1,522,542 1,434,625 11,142 1,464,934 (28,743) - 2,236,046 (2,411,513) (1,657,676) - 2,083,311 488,046 - 785,219 (2,681) - 709,799 (743,205) (922,235) - 1,868,194 530,060 and equipment Mining plant Construction WIP	Total $ 2,962,569 1,478,204 (28,743) (175,467) (1,659,990)
	5,216 - - - (2,011)	2,083,311 - (2,681) 709,799 (922,235)	488,046 785,219 - (743,205) -	2,576,573 785,219 (2,681) (33,406) (924,246)
	3,205	1,868,194	530,060	2,401,459

Note 15. Non-current assets - exploration and evaluation

Reconciliations

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

$ $ $ $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Additions Balance at 30 June 2013 Transfers in/(out) Additions Balance at 1 July 2011 Balance at 30 June 2012 Consolidated Impairment of assets Impairment of assets	Total $ $ 28,813 28,813 607,925 607,925 (607,925) (607,925) (28,813) (28,813) - - 593,244 593,244 (593,244) (593,244) - - and evaluation Exploration	Total $ $ 28,813 28,813 607,925 607,925 (607,925) (607,925) (28,813) (28,813) - - 593,244 593,244 (593,244) (593,244) - - and evaluation Exploration
	- 593,244 (593,244)	- 593,244 (593,244)
	-	-

Note 16. Non-current assets - mine development

- - Mine development - at cost Less: Accumulated amortisation	2013 2012 $ $ 19,643,962 16,712,968 (13,561,385) (8,704,265) 6,082,577 8,008,703 Consolidated	2013 2012 $ $ 19,643,962 16,712,968 (13,561,385) (8,704,265) 6,082,577 8,008,703 Consolidated
	6,082,577	8,008,703

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 16. Non-current assets - mine development (continued)

Reconciliations

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

$ $ $ $ - - - - - - - - - - - - - - - - Opening balance Amounts recognised in profit or loss: Note 17. Non-current assets - deferred tax Amortisation expense Balance at 30 June 2013 Movements: Transaction costs on share issue Amounts recognised in equity: Deferred tax asset Charged to equity Provisions Closing balance Capitalised mine development costs Other Additions Consolidated Amortisation expense Transfers in/(out) Balance at 30 June 2012 Balance at 1 July 2011 Additions Deferred tax asset comprises temporary differences attributable to: Credited/(charged) to profit or loss (note 8)	$ 5,251,864 4,586,697 204,280 (2,034,138) development Mine	Total $ 5,251,864 4,586,697 204,280 (2,034,138)
	8,008,703 2,930,994 (4,857,120)	8,008,703 2,930,994 (4,857,120)
	6,082,577	6,082,577
	575,241	151,326
	23,882	58,212
	599,123	209,538
	209,538 468,080 (78,495)	393,377 (172,396) (11,443)
	599,123	209,538

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 18. Non-current assets - other

Other non-current assets	2013 2012 $ $ 791,049 - Consolidated

Other non-current assets relate to prepaid drilling expenses incurred for the exploration of the Tuppeta Project as reimbursement of return administration expenditure with the option and access agreement between Rand Mining Limited and Resource Capital Limited.

Note 19. Current liabilities - trade and other payables

- - Accrued expenses Trade payables	2013 2012 $ $ 3,264,487 3,198,534 353,679 52,583 3,618,166 3,251,117 Consolidated	2013 2012 $ $ 3,264,487 3,198,534 353,679 52,583 3,618,166 3,251,117 Consolidated
	3,618,166	3,251,117

Refer to note 30 for further information on financial instruments.

Note 20. Current liabilities - borrowings

Bank loans

Consolidated	Consolidated
2013	2012
$	$
1,750,000	3,250,000

Refer to note 23 for further information on assets pledged as security and financing arrangements and note 30 for further information on financial instruments.

Note 21. Current liabilities - income tax

Provision for income tax

Consolidated	Consolidated
2013	2012
$	$
1,414,886	273,354

Note 22. Current liabilities - provisions

Employee benefits

Consolidated	Consolidated
2013	2012
$	$
193,965	135,429

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 23. Non-current liabilities - borrowings

Refer to note 30 for further information on financial instruments. Bank loans	2013 2012 $ $ - 1,750,000 Consolidated	2013 2012 $ $ - 1,750,000 Consolidated

Total secured liabilities

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

	Consolidated	Consolidated
	2013	2012
	$	$
Bank loans	1,750,000	5,000,000

Assets pledged as security

The bank loans are secured over specified East Kundana Joint Venture Tenements and are repayable on 31 December 2013.

Financing arrangements

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

Unused at the reporting date Bank loans Bank loans Total facilities Bank loans Used at the reporting date	2013 2012 $ $ 1,750,000 5,000,000 1,750,000 5,000,000 - - Consolidated	2013 2012 $ $ 1,750,000 5,000,000 1,750,000 5,000,000 - - Consolidated
	1,750,000	5,000,000
	-	-

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 24. Non-current liabilities - deferred tax

- - Movements: Opening balance Investment in associate Closing balance Deferred tax liability comprises temporary differences attributable to: Deferred tax liability Amounts recognised in profit or loss: Credited to equity Capitalised mining development Other Charged to profit or loss (note 8)	2013 2012 $ $ 2,450,739 2,093,021 - 32,420 18,687 25,343 2,469,426 2,150,784 2,150,784 2,098,755 385,695 52,029 (67,053) - 2,469,426 2,150,784 Consolidated	2013 2012 $ $ 2,450,739 2,093,021 - 32,420 18,687 25,343 2,469,426 2,150,784 2,150,784 2,098,755 385,695 52,029 (67,053) - 2,469,426 2,150,784 Consolidated
	2,469,426	2,150,784
	2,150,784 385,695 (67,053)	2,098,755 52,029 -
	2,469,426	2,150,784

Note 25. Non-current liabilities - provisions

Note 25. Non-current liabilities - provisions
	Consolidated
	2013	2012
	$	$
Rehabilitation	355,371	352,993

Rehabilitation

The provision is in respect of consolidated entity’s obligation to rehabilitate the Raleigh and Rubicon-Hornet mine sites 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:

- - - - Consolidated - 2013 Additional provisions recognised Carrying amount at the end of the year Carrying amount at the start of the year	Rehabilitation $ 352,993 2,378
	355,371

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 26. Equity - issued capital

Ordinary shares - fully paid	2013 2012 Shares Shares 60,841,209 60,841,209 Consolidated	2013 2012 $ $ 17,573,427 17,573,427 Consolidated

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 and the company does not have a limited amount of authorised capital.

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.

Share options

At 30 June 2013 there were no options issued over ordinary shares (2012: 4,000,000 options issued).

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 2012 Annual Report.

Note 27. Equity - reserves

- - Revaluation surplus reserve Available-for-sale reserve Share-based payments reserve	2013 2012 $ $ 296,059 - 437,216 542,108 1,418,800 1,418,800 2,152,075 1,960,908 Consolidated	2013 2012 $ $ 296,059 - 437,216 542,108 1,418,800 1,418,800 2,152,075 1,960,908 Consolidated
	2,152,075	1,960,908

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 27. Equity - reserves (continued)

- - - - Balance at 30 June 2013 Balance at 30 June 2012 Share of revaluation movement for investment in associate Revaluation - net of tax Revaluation Revaluation - net of tax Consolidated Share of revaluation movement for land and buildings Impairment to profit or loss surplus Balance at 1 July 2011	$ - - - - surplus Revaluation	$ 826,855 (305,064) 115,751 (95,434) Available- for-sale	$ 1,418,800 - - - payments Share-based	Total $ 2,245,655 (305,064) 115,751 (95,434)
	- - 296,059	542,108 (104,892) -	1,418,800 - -	1,960,908 (104,892) 296,059
	296,059	437,216	1,418,800	2,152,075

Revaluation surplus reserve

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

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 28. Equity - retained profits

- - - - Retained profits at the beginning of the financial year Retained profits at the end of the financial year Profit after income tax expense for the year	2013 2012 $ $ 15,373,582 12,220,304 7,555,945 3,153,278 22,929,527 15,373,582 Consolidated	2013 2012 $ $ 15,373,582 12,220,304 7,555,945 3,153,278 22,929,527 15,373,582 Consolidated
	22,929,527	15,373,582

Note 29. Equity - dividends

Dividends

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

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 29. Equity - dividends (continued)

Franking credits available for subsequent financial years based on a tax rate of 30% Franking credits	2013 2012 $ $ 11,138,830 8,026,833 Consolidated

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 30. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit 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 derivative financial instruments such as forward foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. 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, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk.

Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the 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$1,192 (2012: US$1,671.82) 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$2,673,350 (2012: A$1,546,582).

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 $3,569,274 (2012: $3,295,591) and the bullion in transit would increase/(decrease) by $40,495 (2012: $147,148). 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.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 30. Financial instruments (continued)

As at the reporting date, the consolidated entity had the following variable rate borrowings and interest rate swap contracts outstanding:

	2013	2013	2012	2012
	Weighted		Weighted
	average		average
	interest rate	Balance	interest rate	Balance
	%	$	%	$
Consolidated
Bank overdraft and bank loans	7.09	(1,750,000)	8.49	(5,000,000)
Cash at bank	2.82	1,869,170	3.89	1,499,836
Deposits at call	2.82	185,220	3.89	185,220
Net exposure to cash flow interest rate risk		304,390		(3,314,944)

An official increase/decrease in interest rates of one hundred (2012: one hundred) basis points would have an favourable/adverse (2012: adverse/favourable) effect on profit before tax of $3,044 (2012: $33,149) per annum. The percentage change is based on the expected volatility of interest rates using market data and analysts forecasts.

For the consolidated entity the bank loans outstanding, totalling $1,750,000 (2012: $5,000,000), are principal and interest payment loans. Monthly cash outlays of approximately $30,000 (2012: $32,000) per month are required to service the interest payments.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral.

The consolidated entity has a credit risk exposure with the carrying amount of receivables. For some receivables the consolidated entity obtains agreements which can be called upon if the counterparty is in default under the terms of the agreement.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 30. Financial instruments (continued)

Remaining contractual maturities

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

1 year or less $ 3,264,487 1,874,075	Between 1 and 2 years $ - -	Between 2 and 5 years $ - -	Over 5 years $ - -	Remaining contractual maturities $ 3,264,487 1,874,075
5,138,562	-	-	-	5,138,562
1 year or less $ 3,198,534 3,536,538	Between 1 and 2 years $ - 1,824,288	Between 2 and 5 years $ - -	Over 5 years $ - -	Remaining contractual maturities $ 3,198,534 5,360,826
6,735,072	1,824,288	-	-	8,559,360

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

The following tables detail the consolidated entity's fair values of financial instruments categorised by the following levels:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices)

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs)

Listed securities - equity Total assets Consolidated - 2013 Assets	Level 1 $ 102,566	Level 2 $ -	Level 3 $ -	Total $ 102,566
	102,566	-	-	102,566

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 30. Financial instruments (continued)

Total assets Assets Listed securities - equity Consolidated - 2012	Level 1 $ 318,194	Level 2 $ -	Level 3 $ -	Total $ 318,194
	318,194	-	-	318,194

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 31. Key management personnel disclosures

Compensation

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

- - Post-employment benefits Short-term employee benefits	2013 2012 $ $ 360,232 366,449 27,657 52,700 387,889 419,149 Consolidated	2013 2012 $ $ 360,232 366,449 27,657 52,700 387,889 419,149 Consolidated
	387,889	419,149

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:

Balance at the start of the year 26,629,601 41,286,148 26,576,764	Received as part of remuneration - - -	Additions - 528,000 -	Disposals/ other - (7,899,584) -	Balance at the end of the year 26,629,601 33,914,564 26,576,764
94,492,513	-	528,000	(7,899,584)	87,120,929
Balance at the start of the year 26,629,601 41,282,848 26,576,764	Received as part of remuneration - - -	Additions - 3,300 -	Disposals/ other - - -	Balance at the end of the year 26,629,601 41,286,148 26,576,764
94,489,213	-	3,300	-	94,492,513

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 31. Key management personnel disclosures (continued)

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 at the start of the year 1,000,000 2,000,000 1,000,000	Granted - - -	Exercised - - -	Expired/ forfeited/ other (1,000,000) (2,000,000) (1,000,000)	Balance at the end of the year - - -
4,000,000	-	-	(4,000,000)	-
Balance at the start of the year 1,000,000 2,000,000 1,000,000	Granted - - -	Exercised - - -	Expired/ forfeited/ other - - -	Balance at the end of the year 1,000,000 2,000,000 1,000,000
4,000,000	-	-	-	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.

G Sklenka 2012 A Billis Options over ordinary shares O Demis	Vested and exercisable 1,000,000 2,000,000 1,000,000	Vested at the end of the year - 1,000,000 - 2,000,000 - 1,000,000 - 4,000,000 unexercisable Vested and	Vested at the end of the year - 1,000,000 - 2,000,000 - 1,000,000 - 4,000,000 unexercisable Vested and
	4,000,000	-	4,000,000

Related party transactions

Related party transactions are set out in note 35.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 32. 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:

- - Tax compliance services Audit or review of the financial statements Other services - Grant Thornton Audit Pty Ltd Audit services - Grant Thornton Audit Pty Ltd	2013 2012 $ $ 55,000 62,280 29,172 34,005 84,172 96,285 Consolidated	2013 2012 $ $ 55,000 62,280 29,172 34,005 84,172 96,285 Consolidated
	29,172	34,005
	84,172	96,285

Audit or review of the financial statements includes $10,000 (2012: $nil) relating to the audit or review of East Kundana Joint Venture financial statements.

Note 33. Contingent liabilities

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

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

- - ML15/993 ML16/309 Performance guarantees:	2013 2012 $ $ 132,668 55,370 52,552 129,850 185,220 185,220 Consolidated	2013 2012 $ $ 132,668 55,370 52,552 129,850 185,220 185,220 Consolidated
	185,220	185,220

Note 34. Commitments

Committed at the reporting date but not recognised as liabilities, payable: Property, plant and equipment Capital commitments	2013 2012 $ $ 338,485 6,922,119 Consolidated

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 34. Commitments (continued)

- - Committed at the reporting date but not recognised as liabilities, payable: One to five years Committed at the reporting date but not recognised as liabilities, payable: Commitment for Liberia expenditure Within one year Lease commitments - operating Within one year	2013 2012 $ $ 132,774 95,311 505,447 381,244 638,221 476,555 350,000 880,000 Consolidated	2013 2012 $ $ 132,774 95,311 505,447 381,244 638,221 476,555 350,000 880,000 Consolidated
	638,221	476,555
	350,000	880,000

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 35. Related party transactions

Parent entity Rand Mining Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 37.

Associates

Interests in associates are set out in note 38.

Joint ventures

Interests in joint ventures are set out in note 39.

Key management personnel

Disclosures relating to key management personnel are set out in note 31 and the remuneration report in the directors' report.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 35. Related party transactions (continued)

Transactions with related parties

The following transactions occurred with related parties:

	Consolidated	Consolidated
	2013	2012
	$	$
Payment for other expenses:
Payment of royalties to Lake Grace Exploration NL, a
company related to the director Anthony Billis.	24,918	30,101
Payment for executive accommodation fees to Lake Grace
Exploration Pty Ltd, a company related to the director
Anthony Billis.	33,750	14,861
Payment for administration fees to Lake Grace Exploration
NL, a company related to the director Anthony Billis.	-	6,800
Payment for consulting fees to Lake Grace Exploration Pty
Ltd, a company related to the director Anthony Billis.	14,977	1,000
Option fees paid to Resources Capital, a director related
entity.	48,393	100,000

At 30 June 2013, the consolidated entity held 188,000 (2012: 2,819,998) ordinary shares in Regal Resources Ltd, a company previously related to the director Gordon Sklenka.

At 30 June 2013, the consolidated entity held 28,916,412 (2012: 28,916,412) ordinary shares in AXG Mining Ltd. Gordon Sklenka and Roland Berzins were directors of AXG Mining Ltd during the year.

At 30 June 2013, the consolidated entity held 1,000,000 (2012: 1,000,000) ordinary shares in Palace Resources Ltd, a company previously related to the director Gordon Sklenka.

At 30 June 2013, the consolidated entity held 10,000 (2012: 10,000) shares in Vector Resources Limited, a company previously related to the director Gordon Sklenka.

Receivable from and payable to related parties

The following balances are outstanding at the reporting date in relation to transactions with related parties:

	Consolidated	Consolidated
	2013	2012
	$	$
Current receivables:
Prepayment of drilling expenses to Iron Resources
(Liberia) Ltd, a director related entity.	-	624,627
Non-current receivables:
Prepayment of drilling expenses to Iron Resources
(Liberia) Ltd, a director related entity.	791,049	-
Current payables:
Hire of drill rig from Tribune Resources Ghana Ltd for use
in Liberia exploration	349,884	-

Loans to/from related parties

There were no loans to or from related parties at the current and previous reporting date.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 35. Related party transactions (continued)

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

Note 36. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Accumulated losses Total comprehensive income Total equity Share-based payments reserve Statement of financial position Issued capital Total liabilities Total current liabilities Total assets Equity Total current assets Loss after income tax	2013 2012 $ $ (389,173) (374,057) (389,173) (374,057) 2013 2012 $ $ 11,568,653 10,740,989 12,188,886 11,377,991 1,608,851 408,783 1,608,851 408,783 17,573,427 17,573,427 1,418,800 1,418,800 (8,412,192) (8,023,019) 10,580,035 10,969,208 Parent Parent	2013 2012 $ $ (389,173) (374,057) (389,173) (374,057) 2013 2012 $ $ 11,568,653 10,740,989 12,188,886 11,377,991 1,608,851 408,783 1,608,851 408,783 17,573,427 17,573,427 1,418,800 1,418,800 (8,412,192) (8,023,019) 10,580,035 10,969,208 Parent Parent
	12,188,886	11,377,991
	1,608,851	408,783
	1,608,851	408,783
	17,573,427 1,418,800 (8,412,192)	17,573,427 1,418,800 (8,023,019)
	10,580,035	10,969,208

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

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2013 and 30 June 2012.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2013 and 30 June 2012, 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 2013 and 30 June 2012.

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.
Dividends from subsidiaries and distributions from joint ventures are recognised as other income by the parent entity. Their receipt may be an indicator or impairment.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 37. 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
	Country of	2013	2012
Name of entity	incorporation	%	%
Rand Exploration N.L.	Australia	100.00	100.00

Note 38. Investments in associates

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

		Consolidated	Consolidated
		Percentage	interest
		2013	2012
Associate	Principal activities	%	%
	Exploration, development and production
	activities at the consolidated entity’s East
Tribune Resources Limited	Kundana Joint Venture tenements	23.75	23.70

During the year, Tribune Resources Limited participated in a share buy-back. This caused an increase in the percentage interest from 23.70% to 23.75% from the prior year.

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 38. Investments in associates (continued)

Information relating to the associates is set out below.

- - - - - - - - - - - - Total assets Total liabilities Expenses Liabilities Net assets Profit after income tax Profit before income tax Revenue Income tax expense Share of revenue, expenses and results Assets Share of assets and liabilities	2013 2012 $ $ 30,393,381 26,006,239 30,393,381 26,006,239 4,950,242 6,361,019 4,950,242 6,361,019 25,443,139 19,645,220 23,776,592 10,797,773 (15,129,808) (7,013,549) 8,646,784 3,784,224 (2,921,873) (1,169,871) 5,724,911 2,614,353 Consolidated	2013 2012 $ $ 30,393,381 26,006,239 30,393,381 26,006,239 4,950,242 6,361,019 4,950,242 6,361,019 25,443,139 19,645,220 23,776,592 10,797,773 (15,129,808) (7,013,549) 8,646,784 3,784,224 (2,921,873) (1,169,871) 5,724,911 2,614,353 Consolidated
	30,393,381	26,006,239
	4,950,242	6,361,019
	4,950,242	6,361,019
	25,443,139	19,645,220
	23,776,592 (15,129,808)	10,797,773 (7,013,549)
	8,646,784 (2,921,873)	3,784,224 (1,169,871)
	5,724,911	2,614,353

The market value of listed investment in associates at 30 June 2013 is $15,501,075 (2012: $14,308,685).

At 30 June 2013 the share price of Tribune Resources Ltd increased to $1.30 (2012: $1.20). The investment has been impaired to reflect fair value as the company considers the recoverable amount to be fair value less costs to

Note 39. Interests in joint ventures

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

		Consolidated	Consolidated
		Percentage	interest
		2013	2012
Joint venture	Principal activities	%	%
East Kundana Joint Venture	Exploration and mining of gold	12.25	12.25

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 39. Interests in joint ventures (continued)

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

- - - - - - - - Total assets Non-current liabilities Non-current assets Share of assets and liabilities Net assets Revenue Loss before income tax Current assets Total liabilities Share of revenue, expenses and results Expenses Current liabilities	2013 2012 $ $ 2,209,636 1,558,019 26,636,310 23,124,789 28,845,946 24,682,808 2,264,406 2,497,198 155,371 152,993 2,419,777 2,650,191 26,426,169 22,032,617 164,778 67,733 (10,014,484) (8,730,540) (9,849,706) (8,662,807) Consolidated	2013 2012 $ $ 2,209,636 1,558,019 26,636,310 23,124,789 28,845,946 24,682,808 2,264,406 2,497,198 155,371 152,993 2,419,777 2,650,191 26,426,169 22,032,617 164,778 67,733 (10,014,484) (8,730,540) (9,849,706) (8,662,807) Consolidated
	28,845,946	24,682,808
	2,264,406 155,371	2,497,198 152,993
	2,419,777	2,650,191
	26,426,169	22,032,617
	164,778 (10,014,484)	67,733 (8,730,540)
	(9,849,706)	(8,662,807)

Note 40. Events after the reporting period

Rand Mining Limited Notes to the financial statements 30 June 2013

Note 41. Reconciliation of profit after income tax to net cash from operating activities

- - - - Basic earnings per share Adjustments for: Increase in trade and other payables Net gain on disposal of property, plant and equipment Profit after income tax expense for the year Impairment of available-for-sale financial assets Share of profit - joint ventures Increase in inventories Non-cash mine development Net cash from operating activities Fair value adjustment on mine development asset transfer Depreciation and amortisation Note 42. Earnings per share Decrease/(increase) in deferred tax assets Increase in deferred tax liabilities Non-cash interest Increase/(decrease) in provision for income tax Change in operating assets and liabilities: Write off of exploration, evaluation and development costs Increase/(decrease) in other provisions Profit after income tax attributable to the owners of Rand Mining Limited Weighted average number of ordinary shares used in calculating diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Liberia exploration written off Increase in trade and other receivables Impairment of equity accounted investments Diluted earnings per share	2013 2012 $ $ 7,555,945 3,153,278 5,781,366 3,694,128 (6,107) (15,699) (5,724,911) (2,614,353) 33,406 - (238,077) - 593,244 607,925 160,949 118,001 4,778,367 2,489,167 - (34,016) 1,647,815 955,055 (156,983) (132,351) (6,593,825) (5,984,793) (389,585) 183,839 367,049 1,093,133 1,141,532 (508,023) 318,642 52,029 60,914 (9,224) 9,329,741 3,048,096 2013 2012 $ $ 7,555,945 3,153,278 Number Number 60,841,209 60,841,209 60,841,209 60,841,209 Cents Cents 12.42 5.18 12.42 5.18 Consolidated Consolidated	2013 2012 $ $ 7,555,945 3,153,278 5,781,366 3,694,128 (6,107) (15,699) (5,724,911) (2,614,353) 33,406 - (238,077) - 593,244 607,925 160,949 118,001 4,778,367 2,489,167 - (34,016) 1,647,815 955,055 (156,983) (132,351) (6,593,825) (5,984,793) (389,585) 183,839 367,049 1,093,133 1,141,532 (508,023) 318,642 52,029 60,914 (9,224) 9,329,741 3,048,096 2013 2012 $ $ 7,555,945 3,153,278 Number Number 60,841,209 60,841,209 60,841,209 60,841,209 Cents Cents 12.42 5.18 12.42 5.18 Consolidated Consolidated
	Number 60,841,209	Number 60,841,209
	60,841,209	60,841,209
	Cents 12.42 12.42	Cents 5.18 5.18

Rand Mining Limited Directors' declaration

In the directors' opinion:

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;
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;
the attached financial statements and notes thereto give a true and fair view of the consolidated entity's financial position as at 30 June 2013 and of its performance for the financial year ended on that date; and
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)(a) of the Corporations Act 2001.

On behalf of the directors

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________ Anthony Billis Director

27 September 2013 Perth

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

Report on the financial report

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

We have audited the accompanying financial report of Rand Mining Limited (the ‘Company’), which comprises the consolidated statement of financial position as at 30 June 2013, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated 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. The Directors’ responsibility also includes such internal control as the Directors determine 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.

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

Grant Thornton Audit Pty Ltd ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.

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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 2013 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 14 to 18 of the Directors’ Report for the year ended 30 June 2013. 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 2013, complies with section 300A of the Corporations Act 2001.

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

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C A Becker Partner - Audit & Assurance

Perth, 27 September 2013

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ACN 139 342 859

Competent Person’s Consent Form

Pursuant to the requirements of ASX Listing Rules 5.6, 5.22 and 5.24 and Clause 9 of the JORC Code 2004 Edition (Written Consent Statement)

Report name

EKJV Mineral Resources and Ore Reserves as at the 30[th] June 2013

( Insert name or heading of Report to be publicly released ) (‘Report’)

Rand Mining Ltd

( Insert name of company releasing the Report)

Raleigh, Rubicon, Hornet, Pegasus, Drake

(Insert name of the deposit to which the Report refers)

If there is insufficient space, complete the following sheet and sign it in the same manner as this original sheet.

25[th] September 2013

(Date of Report)

Office Address: 20 Meelup Way Ridgewood WA 6030

Postal Address: PO Box 1763 West Perth WA 6872

Statement

Matthew Sullivan

( Insert full name(s) )

confirm that I am the Competent Person for the Report and:

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 (JORC Code, 2004 Edition).
I am a Competent Person as defined by the JORC Code, 2004 Edition, having five years experience that 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 Professional Organisation’ (RPO) 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

Jemda Pty Ltd

(Insert company name)

I am a consultant working for

Rand Mining Ltd

(Insert company name)

and have been engaged by

Rand Mining Ltd

(Insert company name)

to prepare the documentation for

Raleigh, Rubicon, Hornet, Pegasus, Drake - EKJV

(Insert deposit name)

on which the Report is based, for the period ended

June 2013

(Insert date of Resource/Reserve statement)

I have disclosed to the reporting company the full nature of the relationship between myself and the company, including any issue that could be perceived by investors as a conflict of interest.

Office Address: 20 Meelup Way Ridgewood WA 6030

Postal Address: PO Box 1763 West Perth WA 6872

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 Exploration Targets, Exploration Results, Mineral Resources and/or Ore Reserves (select as appropriate).

Office Address: 20 Meelup Way Ridgewood WA 6030

Postal Address: PO Box 1763 West Perth WA 6872

Consent

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

Rand Mining Ltd

(Insert reporting company name)

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Signature of Competent Person:

Aus IMM

Date:

111187

Professional Membership: (insert organisation name)

==> picture [125 x 57] intentionally omitted <==

Membership Number:

Ian Hansen

22 Driftwood Rise

Quinns Rocks

Signature of Witness:

Print Witness Name and Residence: (eg town/suburb)

Office Address: 20 Meelup Way Ridgewood WA 6030

Postal Address: PO Box 1763 West Perth WA 6872

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

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

Signature of Competent Person: Date: Professional Membership: Membership Number: (insert organisation name) Signature of Witness: Print Witness Name and Residence: (eg town/suburb)

Office Address: 20 Meelup Way Ridgewood WA 6030

Postal Address: PO Box 1763 West Perth WA 6872

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Rand Mining Limited Shareholder information

30 June 2013

The shareholder information set out below was applicable as at 23 September 2013.

Distribution of equitable securities

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

100,001 and over 10,001 to 100,000 Holding less than a marketable parcel 1 to 1,000 5,001 to 10,000 1,001 to 5,000	Number of holders of ordinary shares 238 179 65 92 28
	602
	-

Holding less than a marketable parcel

Equity security holders

Twenty largest quoted equity security holders

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

Halkin Pty Ltd Tribune Resources Ltd Mrs Phanatchakorn Wichaikul Sierra Gold Ltd McNeil Nominees HKT Au Pty Ltd Resource Capital Ltd Southam Investments 2003 Mr Martin Seigel Mr Anthony William Paul Sage Teklink Pty Ltd West Coast Brick Co Pty Ltd Tribune Resources N/L Raypoint Pty Ltd Trans Global Capital Ltd Mr Stephen Ilkiw Auriongold Ltd Lake Grace Exploration Pty Ltd JP Morgan Nominees Greywood Holdings Pty Ltd	% of total shares Number held issued 25,977,693 42.70 7,899,584 12.98 2,925,360 4.81 2,917,000 4.79 2,288,843 3.76 2,100,000 3.45 1,967,295 3.23 1,640,000 2.70 1,604,500 2.64 1,512,154 2.49 599,071 0.98 530,000 0.87 520,000 0.85 510,000 0.84 478,660 0.79 390,000 0.64 372,500 0.61 323,700 0.53 286,800 0.47 255,000 0.42 55,098,160 90.55 Ordinary shares	% of total shares Number held issued 25,977,693 42.70 7,899,584 12.98 2,925,360 4.81 2,917,000 4.79 2,288,843 3.76 2,100,000 3.45 1,967,295 3.23 1,640,000 2.70 1,604,500 2.64 1,512,154 2.49 599,071 0.98 530,000 0.87 520,000 0.85 510,000 0.84 478,660 0.79 390,000 0.64 372,500 0.61 323,700 0.53 286,800 0.47 255,000 0.42 55,098,160 90.55 Ordinary shares
	55,098,160	90.55

Unquoted equity securities

There are no unquoted equity securities.

Rand Mining Limited Shareholder information 30 June 2013

Substantial holders

Substantial holders in the company are set out below:

	Ordinary	shares
		% of total
		shares
	Number held	issued
Tribune Resources Ltd	25,977,693	42.70
Trans Global Capital Ltd	7,899,584	12.98

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%
Kundana - Kundana	M24/924	12.25%
Seven Mile Hill - Kurrawang	P26/3617	50.00%
Seven Mile Hill - White Lake	P15/5182	50.00%
Seven Mile Hill - White Lake	P15/5183	50.00%
Seven Mile Hill - White Lake	P15/5184	50.00%

100

AI assistant

RAND MINING LIMITED — Annual Report 2013

65721_rns_2013-09-26_dd399ce7-b5e9-4e50-8345-63ca985837fa.pdf

Rand Mining Limited ABN 41 004 669 658

Rand Mining Limited Review of operations 30 June 2013

East Kundana Joint Venture

KUNDANA PROJECT Location Map

Mining

Raleigh

Rand Mining Limited Review of operations 30 June 2013

Rubicon/Hornet

Processing

Exploration

Seven Mile Hill (50%)

Wongan Hills (100%)

Tapeta Iron Ore Project, Liberia, West Africa

Rand Mining Limited Review of operations 30 June 2013

Resources & Reserves

ORE RESERVES including ORE in GREENFIELDS STOCKPILES at 30 JUNE 2013

Notes to tables:

30 June 2013

Directors

Principal activities

Dividends

Review of operations

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Likely developments and expected results of operations

Environmental regulation

Greenhouse gas and energy data reporting requirements

Information on directors

Company secretaries

Meetings of directors

Remuneration report (audited)

A Principles used to determine the nature and amount of remuneration

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 2012 Annual General Meeting ('AGM')

B Details of remuneration

Amounts of remuneration

C Service agreements

D Share-based compensation

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

Auditor's independence declaration

Auditor

Auditor’s Independence Declaration

To the Directors of Rand Mining Limited

Rand Mining Limited Corporate Governance Statement 30 June 2013

The Role of the Board and Management

Composition of the Board

Committees of the Board

Access to Advice

Dealings in Company Securities

Risk

CEO and CFO certification

Performance

Remuneration

Diversity

Contents

General information

Rand Mining Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2013

Rand Mining Limited Statement of changes in equity For the year ended 30 June 2013

Rand Mining Limited Statement of cash flows For the year ended 30 June 2013

Note 1. Significant accounting policies

New, revised or amending Accounting Standards and Interpretations adopted

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

Basis of preparation

Historical cost convention

RAND MINING LIMITED Annual Report 2013