RAND MINING LIMITED — Director's Dealing 2009

Nov 10, 2009

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/9/2001.

	Name of entity Rand Mining NL
ABN	41 004 669 658

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Anthony Billis
Date of last notice	9 April 2009

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	-
Date of change	-
No. of securities held prior to change	14,000 Ordinary shares
Class	Ordinary Shares
Number acquired	-
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	-
No. of securities held after change	14,000 ordinary shares

⁺ See chapter 19 for defined terms.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
Direct or indirect interest	Indirect
Nature of indirect interest	Mr Billis is a director of Sierra Gold Ltd
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	10/11/2009
No. of securities held prior to change	Director – Resources Capital Ltd – 3,000,000
	unlisted options exercisable at \$0.60 expiring
	26 Oct 2012
	Director – Tribune resources NL – an entity
	related to Mr Billis – 8,317,364 ordinary shares
	Lake Grace exploration NL – an entity
	related to Mr Billis – 2,917,000 ordinary
	shares
	Sierra Gold Pty Ltd – an entity related to Mr
	Billis – 2,100,000 ordinary shares
	Director – Resources Capital Ltd – 1,604,500 ordinary shares
	Nimby Super Fund – an entity related to Mr
	Billis – 171,000 ordinary shares
	Director – Trans Global Capital ltd –
	7,899,584 ordinary shares
Class	Fully paid and Options
Number acquired	2,100,000 Fully Paid
Number disposed	2,100,000 Fully Paid
Value/Consideration	\$1.00
Note: If consideration is non-cash, provide
details and estimated valuation

⁺ See chapter 19 for defined terms.

No. of securities held after change

Director – Resources Capital Ltd – 3,000,000 unlisted options exercisable at \$0.60 expiring 26 Oct 2012 Director – Tribune resources NL – an entity related to Mr Billis – 8,317,364 ordinary shares Lake Grace exploration NL – an entity related to Mr Billis – 2,917,000 ordinary shares Sierra Gold Ltd – an entity related to Mr Billis – 2,100,000 ordinary shares Director – Resources Capital Ltd – 1,604,500 ordinary shares Nimby Super Fund – an entity related to Mr Billis – 171,000 ordinary shares Director – Trans Global Capital ltd – 7,899,584 ordinary shares

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Off market trade

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed

⁺ See chapter 19 for defined terms.

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

⁺ See chapter 19 for defined terms.

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	RAND MIJING NL
ACN/ARSN	$004$ 669 658

1. Details of substantial holder(1)

Name	SIERRA $G_{0-1}$ $\mathcal{F}$ TV
ACN/ARSN (if applicable)	OO usay. $-8-$
The holder ceased to be a substantial holder on	I D 11.09

substantial norger on		(77110)
The previous notice was given to the company on $\mathbb{R}_{\mathcal{A}}$		112003
The previous notice was dated	l 25	112003

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the
substantial holder was last required

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change(5)	Class (6) and number of securities affected	Person's votes affected
10 I 11109	ILRRA 6959	ð۴ ن A دۆ	F. $-90$	$ f_{\mathcal{U}} _1$ ra o	$10^{67}$ n 0 0
	$\mathcal{L}$ TO 一个一个	SECUR 1415

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
∼

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
S16029 $\sim$ 0.10 $\sim$ Learne いいし $f = 1$	1.3.86 べしし $-1$ $~^{\circ}$ CTh $~$ s 15' . マーハロ
RANC M(M) ساب	Contractor MELVILL $\mathcal{A}$ 10 مستحصرا فالمحارب Ves . louw , $\omega$ ( $\hbar$ ジル

Signature

$\overline{a}$

-------------------------------------- print name	ROAM DERZINS	capacity Londony Sockonsey
sign here	Ww.	date $j \circ$ $\prime$ $\prime$ $\prime$ $\Omega$

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	RAND MINING NL
ACN/ARSN	004 669 658
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)	SIERRA GOLD LTD
The holder became a substantial holder on	1011109

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in on the date the substantial holder

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ruw $\sigma$ $\sigma_{11}$ $\sigma$	ro∂≲		A DRE
$010 \times 42$

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
$S$ IERRA GOLD LTD	BENGEICIA	098,000
	$O\omega \sim \epsilon \chi$	ORO Full, Rino

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
ABE JE	AGVd	A bS3 v L	2,078 ルクづ
			10RO

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a

Holder of relevant interest	Date of acquisition Consideration (9)			Class and number of securities
		Cash	Non-cash
ABVL 47	n 6	Ĭ 1-30		2.298.000
				$\partial$ les fully $f_{i,j}$

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
U rexan OSW $\angle \widehat{D}$	866 $\mathscr{W}{\mathcal{S}} \mathcal{C}{\mathcal{F}} \mathcal{H}$ $\mathcal{S}(\mathcal{A})$
MINING NU $K_A$	Melville Pas Sourt Person $61 - 49$ $5 - 12$

Signature

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an $(1)$ if there are a number or substantial moders with summar or related relevant microsofog. a corporation and no related corporations, or the manager and added to any
  equity trust), the names could be included in an annexure t form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $\left( 7\right)$ Include details of:
• $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to
  which the relevant interest relates (indicating clearly the $(b)$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become $(9)$ entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.