RAND MINING LIMITED — Capital/Financing Update 2009

Dec 14, 2009

15 December 2009

Dear Shareholder

Appendix 3B

We refer to the Appendix 3B lodged on 2nd December 2009. The amounts stated in the Appendix 3B have been revised due to rounding.

Yours sincerely

Roland Berzins Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Rand Mining NL

ABN

41 004 669 658

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

20,280,396

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? Yes

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration $0.32 each

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

• 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	60,841,209	Fully paid ordinary

ecurities do not
e state:
rhich thev do

21 January 2010

The purpose of the offer is to raise funds to:

• Repay the Tribune debt
• Provide additional working capital

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securitiesnot quoted on ASX(includingthesecuritiesinclause 2 if applicable)	4,000,000	Options–exerciseprice$0.60andexpiry29August2012
		500,000	Options–exerciseprice$1.00andexpiry 1 October 2010
10	Dividend policy (in the case of a	Dividendpolicyis	consistentwiththe

trust, distribution policy) on the increased capital (interests)

Dividend policy is consistent with the existing Company dividend policy.

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	Yes – approval given 30 November 2009
12	Is the issue renounceable or non‐renounceable?	Non Renounceable
13	+securitiesRatioinwhichthewill be offered	1 new share for every 2 shares held as perrecord date
14	+Classof +securitiesto which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	10December 2009
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	Holdingonlyon1register–willbeaggregated
17	Policy for deciding entitlementsin relation to fractions	Round down
18	Names of countries in which theentity has +securityholders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.	TheofferisnotextendedtoanyShareholders whose registered address isoutside Australia or New Zealand.
	Cross reference: rule 7.7.

+ See chapter 19 for defined terms.

19 Closing date for receipt of acceptances or renunciations

15 January 2010

+ See chapter 19 for defined terms.

20	Names of any underwriters	Tribune Resources NL
21	Amount of any underwriting feeor commission	Tribune will be paid a fee of 5% of thefunds raised by the offer
22	Namesofanybrokerstotheissue	Nil
23	Feeorcommissionpayabletothe broker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +securityholders	Nil
25	Iftheissueiscontingenton+securityholders' approval, thedate of the meeting	Yes 30 November 2009.Meeting approved the issue and this wasannounced on 30 November 2009
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	2 December 2009
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	Options previously issued by the Companydonotentitletheoptionholdertoparticipateunlesstheoptionholderconvertstofullypaidordinaryshares.Exercise price of options are $1 per optionand $0.60 per option.
28	Date rights trading will begin (ifapplicable)	Not applicable – non renounceable
29	Date rights trading will end (ifapplicable)	Not Applicable
30	+securityHowdoholdersselltheir entitlements in full througha broker?	Not applicable
31	+securityHowdoholderssellpartoftheirentitlementsthrough a broker and accept for	Not applicable

+ See chapter 19 for defined terms.

the balance?

+ See chapter 19 for defined terms.

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33 +Despatch date 21 January 2010

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• (a) ⌧ Securities described in Part 1 and 2

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

	Entities that have ticked box 34(b)
38	Number of securities for which+quotationis sought
39	+securitiesClassofforwhichquotation is sought
40	Do the +securitiesrank equally inallrespectsfromthedateofallotment with an existing +classof quoted +securities?
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, end
	of restriction period(ifissueduponconversionofanother security, clearly identifythat other security)
		Number	+Class
42	+classNumberandofall

+securities quoted on ASX (including the securities in clause

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:	(Company Secretary)	Roland Berzins Date: 15 December 2009

Print name: ...........Roland Berzins..............................................

== == == == ==

+ See chapter 19 for defined terms.