RAND MINING LIMITED — Share Issue/Capital Change 2002

Nov 19, 2002

20 November 2002

The Listing Manager Australian Stock Exchange Level 10 20 Bond Street SYDNEY NSW 2000

Dear Sir/Madam

Pursuant to Listing Rule 4.10.8, the number of holders holding less than a marketable parcel is 527.

Please find attached Appendix 3B.

$\chi$ ours sincerely laux

F O'Kane Managing Director

Rand Mining N.L. ACN 004 669 658 Suite G 1/2, 49 Melville Parade, South Perth. WA 6151 Australia Correspondence: PO Box 507, West Perth. WA 6872 Australia Telephone (08) 9474-2115. Fax (08) 9367-9386.

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. Crigin: Appondix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

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).

'Class of ⁺securities issued or to be $\mathbf{I}$ issued

FULLY PAID ORDINARY SHARES AND UNLISTED OPTIONS

• Number of ¹ securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
• Principal terms of the 'securities 3 (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)

SEE ATTACHED

SEE ATTACHED

⁺ See chapter 19 for defined terms.

4	Do the "securities rank equally in all respects from the date of allotment with an existing 4 class of quoted securities?	YES
	If the additional securities do not rank equally, please state. the date from which they do they. which to. extent the participate for the next dividend, trust. σĽ $\mathbf{a}$ case the. (in 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	TO CORRECT ERROR
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Nil.
7.	Dates of entering 'securities into holdings ОF. uncertificated despatch of certificates	20 SEPTEMBER 2002
		Number	1 Class
Â.	$+$ ciass οË иH and Number ASX. quoted on. 'securities (including the securities in clause 2 if applicable)	38,260,813	FULLY PAID

See chapter 19 for defined terms.

Appendix 3B New issue announcement

		Number	'Class
0	-a11 - 01 ' class and Number *securities not quoted on ASX (including the securities in clause 2 if applicable)	SEE ATTACHED
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Nil

Part 2 - Bonus issue or pro rata issue

Ĥ	approval holder security ls required?	NIL
12	is the issue renounceable or non- renounceable?	NIL
13.	Ratio in which the 'securities will be offered	Nit
4	'Class of 'securities to which the offer relates	N⊺∟
15	determine date to. Record entitlements	NIL
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Nil
17	Policy for deciding entitlements in relation to fractions	Nil
8	Names of countries in which the entity has "security holders who new issue sent be. will not documents	N I L
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	σÊ receipt date Tor Closing acceptances or renunciations	Nıl

$+$ See chapter 19 for defined terms.

20	Names of any underwriters Nil
21	Amount of any underwriting fee or NIL commission
22	Names of any brokers to the issue NIL
23	٠ Fee or commission payable to the NIL broker to the issue
24	handling lite any of Amount Nıl brokers who lodge payable to acceptances or renunciations on behalf of *security holders
25	NIL If the issue is contingent on approval, the 'security holders' date of the meeting
26	Date entitlement and acceptance Nı∟ form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and Nil the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if NIL applicable)
29	Date rights trading will end (if Nı∟ applicable)
30	NIL How do "security holders sell their entitlements in full through a broker?
31	How do "security holders sell part Nıl of their entitlements through a broker and accept for the balance?

• See chapter 19 for defined terms.

Appendix 3B Page 4

$\Gamma$

$\frac{1}{2}$

$\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$ , and $\frac{1}{2}$

$11/3/2002$

$\hat{\mathcal{L}}$

$\bar{\phantom{a}}$

$\bar{z}$

How do ⁴security holders dispose of 32 NIL their entitlements (except by sale through a broker)? 20 SEPTEMBER 2002 ¹Despatch date 33

Part 3 - Quotation of securities

$\frac{1}{2}$ and $\frac{1}{2}$ and $\frac{1}{2}$ are $\frac{1}{2}$ and $\frac{1}{2}$ are applying for quotation of securities

34	Type of securities (tick one)
	(a) $\boxed{\times}$ Securities described in Part 1
	(b) All other securities Example: restricted acourties at the end of the escaywed 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

(If the additional securities do not form a new class, go to $(3)$ )

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
	(now go to 43)

¹ See chapter 19 for defined terms.

FILE No. 457 20.11. '02 15:44 ID:SPF-201 Series

PAGE 7

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

• Number of securities for which $38$ fouotation is sought
• Class of 'securities for which 39 quotation is sought
• Do the 'securities rank equally in all 40 respects from the date of allotment with an existing "class of quoted *securities?

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
• Reason for request for quotation 41 TIOW

Example: In the case of restricted securities, end of
restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and *class of all 'securitiv 42 quoted on ASX (including th securities in clause 38)

		.	-----

J.

	Number	'Class
tS.	101.0 n an Amhair an __
he

$(now go to 43)$

⁺ See chapter 19 for defined terms.

All entities

Fecs

Payment method (tick one) 43

$\Box$ Cheque attached
Electronic payment made Note: Payment may be understood maily if Appendix 3D is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged Note Arrangements can be made for employee incentive schemes that involve irequent issues of recurrities

Quotation agreement

• 'Quotation of our additional 'securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law and is not for ٠ 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 aced to obtain appropriate warrantics from subscribers for the securities in order to be able to give this wmmmly

• Section 724 or section 1016E of the Corporations Act does not apply to any ٠ 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.
• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the 'securities to be quoted, it has been provided 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 $\bullet$ 'securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.

$+$ See chapter 19 for defined terms.

• 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 $\bar{3}$ agreement.
• 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 $\boldsymbol{A}$ the 'securities begins. We heknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

CLLERCE $\mathcal{L}$ Sign here:

Date: 20/11/02.

FRANK O'KANE Print name:

and a compact the

F See chapter 19 for defined terms.

ATTATCHMENT

Part 1

• 1,980,100 fully paid ordinary shares $2.$ 400,000 unlisted options exercisable at \$1.20 each on or before 30 June 2003 2,300,000 unlisted options exercisable at \$0.20 each on or before 30 April 2005
• 1,980,100 fully paid ordinary shares 3. 400,000 unlisted options exercisable at \$1.20 each on or before 30 June 2003 2,300,000 unlisted options exercisable at \$0.20 each on or before 30 April 2005
• 400,000 unlisted options exercisable at \$1.20 each on or before 30 June 2003 9. 2,300,000 unlisted options exercisable at \$0.20 each on or before 30 April 2005

$\star$