Ramelius Resources Limited Annual Report 2003 ANNUAL REPORT 2003 Contents 01 02 03 10 11 13 16 21 22 23 24 38 39 41 Back Cover Corporate Directory Chairman’s Report Managing Director’s Report Review of Operations Native Title Corporate Governance Statement Glossary of Terms Directors’ Report Statement of Financial Performance Statement of Financial Position Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Audit Report Shareholder Information Front cover image: Black Cat North Pit Ramelius Resources Limited ACN 001 717 540 ABN 51 001 717 540 Annual General Meeting The 2003 Annual General Meeting will be held at the office of Ramelius Resources Limited 140 Greenhill Road Unley, South Australia on Friday 21 November 2003 commencing at 11am. A formal notice is mailed to shareholders with the distribution of this report. Stock Exchange The Company is listed on the Australian Stock Exchange Limited. The Home Exchange is Adelaide. ASX codes: Shares : RMS Options: RMSO Chairman’s Report Dear Fellow Shareholder, It is with pleasure that I present to you the first annual report of Ramelius Resources Limited. capital Early in 2003, your Company successfully completed its public offering, raising the minimum of $3.2 million and listing on the Australian Stock Exchange on 31 March this year as a gold exploration company, with 517 shareholders. requirement Our asset portfolio comprised 47 mining tenements mainly in the Coolgardie region of Western Australia, and six Royalty Interests in additional tenements in the Eastern Goldfields. Acquisitions since have further expanded the number of advanced gold projects in hand. Within a week of listing, Ramelius commenced an aggressive exploration program, enabling the announcement within four months of our first gold resource - inferred resource of 115,000 tonnes at 3.0 g/t gold (approximately 11,000 ounces of gold) at the Black Cat Project. Scheduled drilling programs over coming months are expected to further build on this resource. These early successes have been achieved during a period in which equities markets showed more positive support for smaller capitalised companies, particularly in the resources sector, and amid an environment of sustained high gold prices - averaging well above US$350 an ounce and peaking at around US$380 an ounce post balance date. revenue stream Your Company’s objectives remain as stated in the Prospectus: to establish an early from gold production to help support ongoing exploration and development of our major projects. Ramelius has commenced the 2003-04 financial year with a number of development options available to it to optimise the production potential of our initial gold projects. Additionally, Ramelius has interests in a substantial number of other target rich projects which provides a base for us to grow the company. As our young company enters this exciting growth phase, Directors are deeply appreciative of the loyalty and support shown by our shareholders. We look forward to value-adding to your investment as Ramelius progresses from explorer to producer. and I take this opportunity to record my thanks to our Managing Director, Joe our Company Houldsworth Secretary, Dom Francese, the enormous effort in getting the company established in our maiden year. My thanks also to Reg Nelson for his input and effort in assisting in that process. for Robert Michael Kennedy Chairman September 2003 01 There is also a suite of promising resource projects that will be progressively activated upon conclusion of Native Title Agreements. With the continuing strong gold price, exploration activity in the Eastern Goldfields is increasing, generating a demand for highly prospective gold projects. As Ramelius has assembled a healthy suite of exploration assets in this region, we anticipate attracting major joint venture interest and funding on some of our larger projects. Our objective during the 2003-04 financial year is to build on the positive results to date, test new resource targets and consider development options. Joe Houldsworth Managing Director September 2003 Managing Director’s Report This reporting period for Ramelius, covering the first three months of operations to 30 June, 2003, has been marked by successful growth through both exploration achievement and tenement acquisition. The sound business model and strategic focus on gold opportunities in Western Australia, particularly the Eastern Goldfields province, as outlined the prospectus, has in delivered early rewards. As a result of the cost-effectiveness of in exploring this prolific gold production region, Ramelius has achieved exploration costs marginally lower than budgeted. This has enabled the Company its exploration efforts. increase to from our initial Promising results exploration work include an inferred gold resource at the Black Cat Project, a small potential supergene gold resource at the Bonnievale Project, gold and nickel anomalies at the Hilditch Project and a copper/zinc anomaly on the Ingebong Project. We have expanded our portfolio of advanced gold projects with the acquisition of the Morning Star and Jasper Queen Projects the Murchison Mineral Field, in Western Australia. in These acquisitions are in accord with Ramelius' corporate strategy of acquiring value-adding advanced gold projects ideally positioned for low cost exploration and development. 02 Review of Operations Operational Highlights and Australia, Black Cat Project – Gold: (Option to Acquire 90%) The Company completed two reverse circulation (RC) drilling programs during the period on its Black Cat Project, located north of Coolgardie in has Western subsequently estimated an inferred resource of 115,000 tonnes at 3.0 g/t gold (approximately 11,000 oz of gold) to a depth of 60 metres. This resource is contained within an inferred resource of 190,000 tonnes at 2.6 g/t gold (approximately 15,700 oz gold) estimated to a depth of about 100 metres, generally the limit of the drilling. This resource remains open to the east, and the Company expects to recommence extensional and infill drilling early in the September quarter. Hilditch Project – Gold and Nickel: (90%) Ramelius completed a program of pedogenic carbonate sampling over the Hilditch group of tenements which form part of the Company’s Spargoville Regional Project, identifying three zones of anomalous gold. One zone returned values of 574 ppb gold and 263 ppb gold on lines 200 metres apart. The nickel and base metal results are still being assessed. Ingebong/Rhodes – Copper/Lead/Zinc: (90%) The Company has commenced geochemical soil and lag sampling programs at Ingebong and Rhodes respectively. New Acquisitions The following project was acquired in June 2003. Morning Star – Gold: (80%) Ramelius acquired Fox Resources Limited’s 80% interest in the Morning Star Project at Cuddingwarra near Cue in Western Australia where high grade gold intercepts have been obtained from earlier RC drilling, along with M20/245 at Tuckabianna (100%). Financial Highlights Corporate The Company successfully completed its public offering, raising the minimum capital requirement of $3.2 million, and subsequently listed on the ASX on 31 March 2003. the IPO, On completion of the Company held rights in a portfolio comprising 47 Western Australian mining tenements, and six Royalty Interests in additional tenements in the Eastern Goldfields of Western Australia. Of the 11 project areas formed by these tenements, three are considered gold resource projects and five prospects with clear drilling targets. Interests in Mining Tenements The Company’s interests in mining tenements are as follows. 03 Project Name Location Tenement ID Associated Tenement ID Acquiring % Acquired % Registered Owner Beneficial Owner Cuddingwarra Murchison M20/79 80% Fox Resources Ramelius Jasper Queen Murchison M20/245 100% Fox Resources Ramelius Area 219 ha 100 ha MLA 15/1323 MLA 15/1338 MLA 15/1264 MLA 15/1263 MLA 15/1263 P 15/3637 & 3638 P 15/3632 P 15/3767 P 15/3873 Jaurdi/ Black Cat Ingebong Hills Blue Hills Rhodes Hilditch Wattle Dam Larkinville Coolgardie Coolgardie ML 16/34 ML 16/115 Warburton Warburton Warburton Coolgardie Coolgardie Coolgardie Coolgardie EL69/1549 EL 69/1657 EL69/1653 PL 15/4127 PL 15/4128 PL 15/4129 PL 15/4130 PL 15/3767 Coolgardie PL 15/3873 Coolgardie PLA 15/4479 Coolgardie PL 15/3632 Coolgardie PL 15/3637 Coolgardie Coolgardie PL 15/3638 Coolgardie MLA15/1263 Coolgardie MLA15/1264 Coolgardie MLA15/1323 Coolgardie MLA15/1338 Coolgardie MLA15/1101 ELA15/718 Coolgardie Coolgardie Coolgardie Coolgardie Coolgardie Coolgardie ELA15/689 ELA15/742 PL15/4213 PL 15/4214 PL 15/4464 Bonnievale " Coolgardie Coolgardie ML 15/70 ML 15/220 Gnarlbine Bullabulling Ida Fault Eucalyptus Coolgardie Coolgardie Coolgardie ELA 15/762 PLA 15/4507 PLA 15/4508 Coolgardie Coolgardie Coolgardie Coolgardie Coolgardie Coolgardie Coolgardie Coolgardie ELA15/679 ELA16/269 PLA15/4435 PLA15/4436 PLA15/4437 PLA15/4438 PLA15/4439 PLA15/4440 Mt. Margaret MLA 39/464 Mt. Margaret MLA 39/465 Mt. Margaret MLA 39/466 EL 39/480 Mt. Margaret Lake Seabrook Yilgarn MLA 77/943 Parker Range Yilgarn EL77/955 90% 90% Kinver Mining Kinver Mining Kinver Mining Kinver Mining 341.25 ha 279 ha 80% 80% 80% 90% 90% 90% 90% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 85% 100% 100% 50% 50% 50% 50% Au Rights 90% 100% Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Killoran Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Killoran Killoran Heron Heron Heron Heron Heron Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Ramelius Heron Heron Heron Heron Heron Ramelius Ramelius Ramelius Ramelius Linden Gold Ramelius Ramelius Linden Gold Ramelius Ramelius Heron Avoca Heron Heron Heron Heron Heron Heron OldCity OldCity OldCity OldCity Heron Avoca Heron Heron Heron Heron Heron Heron Ramelius Ramelius Ramelius Ramelius 34 blocks 67 blocks 22 blocks 103 ha 115 ha 96 ha 105 ha 60 ha 84 ha 138 ha 85 ha 105 ha 113 ha 217 ha 85 ha 50 ha 87 ha 522 ha 20 blocks 36 blocks 7 blocks 121.6 ha 121.6 ha 22 ha 53 ha 26 ha 32 blocks 191 ha 200 ha 41 blocks 36 blocks 162 ha 190.03 ha 187.2 ha 192 ha 200 ha 27.4 ha 520 ha 898 ha 398 ha Enterprise Ramelius 60 ha Beach Ramelius 3 blocks 75% 75% 75% 75% 75% 75% 75% 75% 75% 75% 75% 75% 75% 75% ROYALTIES Sandstone Bulong Spargos Reward East Murchison East Coolgardie Various Various Production Production Herald Yilgarn Gold Limited Ramelius Various Ramelius Various Coolgardie Various 3 % GGR Breakaway Ramelius Various Siberia Edjudina Eucalyptus Broad Arrow Mt. Margaret Mt. Margaret Various Various EL 39/480 MLA 39/803 & 804 production $0.5M cap Production PlacerDome SOG NiWest Ramelius Ramelius Ramelius Various Various 4 blocks Use of Cash and Assets During the quarter following ASX listing, cash and assets in a form readily convertible to cash were used in a manner consistent with the Company’s business objectives. 04 Review of Operations Exploration Ramelius commenced exploration work within one week of listing on the ASX. Operations Review BLACK CAT PROJECT: (Option to Acquire 90% part M16/34 & M16/115) Gold During the three months to 30 June, 2003, the Company completed two RC drilling programs comprising a total of 49 RC holes for 4693 metres (RAM001 to RAM050) at the Black Cat Project located near the Jaurdi Hills mining centre, north of Coolgardie. The drilling followed up significant mineralisation identified by previous explorers (Coolgardie Gold and Kinver Mining). Resource Estimate A resource estimate of the Black Cat South gold deposit has been under- taken using the results of the recent drilling programs undertaken by Ramelius. An inferred resource of 115,000 tonnes at 3.0 g/t gold (approximately 11,000 oz of gold) has been estimated to a depth of 60 metres. This resource is contained within an inferred resource of 190,000 tonnes at 2.6g/t gold (approximately 15,700 oz gold) that has been estimated to a depth of about 100 metres, generally the limit of the drilling. The mineralisation remains open to the east, and the Company expects to recommence infill drilling early in the September quarter. The resource has been assigned an inferred category mainly because 05 Review of Operations from density measurements the deposit have not yet been made and a density of 2gm/cc on which the tonnes are estimated, has been assumed. Additionally, as only limited check and repeat sampling of the mineralised intervals has been undertaken, the assigning of the inferred category to this resource is consistent with the status of the investigation at the present time. The Black Cat South deposit has been outlined on four, 40 metre spaced lines of reverse circulation drilling, and is open to the east. The estimate used a down hole cut-off of 2 gram metres gold with a minimum width of 2 metres and a maximum of 2 metres for included internal dilution. The routinely reported grades were used except where the repeat and check sampling results showed poor repeatability when the various results were averaged. No top cut was applied. The resource was estimated using cross-sectional areas and applying a length of influence of 20 metres either side of the cross-section (for a total of 40 metres). Tonnes were derived using a density of 2gm/cc while the grade was determined by weighting the grade with the tonnes assigned to the various intercepts above the cut off. Table 1: Bonnievale Project Drilling & Sampling Techniques The Ramelius drilling was aligned along a grid rotated approximately 30º to that previously used by Kinver and is normal to the strike direction of the geology of the Black Cat area. Ramelius used reverse circulation drilling with a 41/2 to 43/4 inch face sampling hammer and drill bit with samples being collected at 1 metre intervals using a cyclone, prior to riffle splitting to extract a sample of approx- imately 2 kilograms for submission to Genalysis Laboratory Services Pty Ltd. The entire sample was dried and pulverised prior to a sub sample being taken for analysis. Samples from drill holes Ram 001 to Ram 026 were analysed using a 10 gram charge for Aqua Regia digestion and AAS analysis. Some repeatability problems were identified, probably due to the small “charge size” associated with that analytical method, which led to 200 gram Leachwell digestion and solvent extraction and AAS analysis being used on the samples from subsequent drilling. All drill holes were geologically logged. The resource estimate is based only on the results of the Ramelius drilling while the previous Kinver drilling results were the geological used interpretation. to support Summary of Significant Results At Black Cat, 49 holes for 4693 metres were completed during the period. The results tabulated in table 2 are based generally on 2 gram metre gold cut off (e.g. 2m @ +1g/t Au, or 1m @ +2 g/t Au). There are a number of inter- cepts of 0.8-2 gram metres which have not been included in the table. BONNIEVALE PROJECT: (100% M15/70; 85% M15/220.) Gold The Bonnievale Project is located approximately 10 kilometres north of Coolgardie in the Coolgardie mineral field and comprises two granted mining leases covering historical workings. Drilling was carried out on a 300 metre gold lode system previously worked by small-scale underground and open pit mining. The program tested the main line of lode at 40 metre intervals intersecting the mineralised lode below the laterite profile at an approximate depth of 50 metres on 11 drill traverses. During the quarter, 19 holes for 1630 metres were completed. Tabulated in table 1 a summary of the analytical results based on a 2 gram metre gold cut off. These results are from the central and eastern portion of the project area. The drilling results have been compiled and are currently being incorporated into the geological model of the Bonnievale mineralised system. Hole No Northing Easting BRC 65 BRC 66 BRC 67 BRC 75 BRC 81 10205 10160 10160 10140 10140 5320 5300 5280 5280 5400 Az 180 180 180 180 180 Dip -60 -60 -60 -60 -60 Depth from m 41 5 54 63 40 30 Length m 2 1 1 2 5 3 Grade g/t Au 1.3 2.6 3.5 5.7 3.67 3.57 06 Table 2: Black Cat Project Hole No Northing Easting RAM 01 2070 5080 RAM 04 2080 5040 RAM 05 RAM 07 RAM 09 RAM 12 RAM 14 RAM 16 RAM 24 RAM 25 RAM 28 RAM 29 RAM 30 RAM 31 RAM 32 RAM 33 RAM 34 RAM 35 RAM 36 2030 2050 2020 1970 1980 1990 1790 1820 2160 2130 2100 2170 2140 2110 2170 2140 2110 5040 5000 4960 4920 4840 4800 4800 4800 5080 5080 5080 5040 5040 5040 5000 5000 5000 RAM 37 2080 5000 RAM 39 RAM 40 RAM 41 RAM 43 RAM 44 RAM 48 RAM 49 2110 2080 2050 2052 1870 1870 1820 4960 4960 4960 4927 4840 4760 4760 Az 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 Dip -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 Including -60 -60 Including and -60 -60 -60 -60 -60 -60 -60 -60 Depth from m 59 77 90 41 75 86 100 86 95 107 65 47 43 74 80 94 25 47 51 68 75 86 23 34 59 31 64 17 31 34 45 59 53 53 65 40 75 85 36 74 38 81 46 89 62 96 2 96 87 Length m 2 2 1 2 5 6 3 1 3 1 1 2 3 3 2 2 2 1 8 1 2 1 1 13 1 5 6 1 4 1 5 2 14 2 1 1 5 3 1 2 2 2 1 3 2 1 1 2 (EOH) 1 Grade g/t Au 1.2 5.6 2.0 4.1 1.0 1.2 1.2 2.8 1.0 3.9 9.2 1.0 1.0 4.3 1.2 1.1 2.62 1.45 2.13 2.49 2.36 11.94 18.43 1.37 2.80 1.45 2.60 6.32 5.71 19.96 2.66 2.14 3.16 10.17 10.84 2.55 1.34 2.10 3.78 1.53 1.40 1.07 1.98 1.20 1.35 3.40 3.90 1.76 2.41 07 Review of Operations SPARGOVILLE AREA: Gold; Nickel and Base Metals. Hilditch Project: (90% P15/4127 – 4130.) In June 2003, the Company completed a program of pedogenic auger soil sampling over the Hilditch group of tenements. These tenements, which form part of the Company’s Spargoville Regional Project, located approximately 50 kilometres southeast of Coolgardie within the Coolgardie mineral field and cover some historical gold workings. are carbonate This pedogenic soil sampling program, carried out on 200 metre by 40 metre centres, identified three zones of anomalous gold. One zone is associated with the known gold mineralisation of the Hilditch gold workings, while the other zones, which are adjacent to each other, are approximately 500 metres and 700 metres to the southeast. They have strike lengths as defined by the 50ppb gold contour in excess of 400 metres and 200 metres respectively. The latter zone returned values of 574 ppb gold and 263 ppb gold on lines 200 metres apart. The nickel and base metal results are still being assessed. During the December quarter, it is proposed to geologically map and sample the two anomalous gold zones ahead of a RAB drilling program. Wattle Dam Project: (100% PL’s 15/3767; 3873; 4479; 3632; 3637; 3638; EL 15/718; ML’s 15/1263; 1264; 1323; 1338; 1101.) The Company is receiving mediation assistance the Native Title Tribunal in negotiations with two Native Title claimant groups in respect of Mining Lease Applications M15/1101; 1263 and 1264. Ramelius has also applied to expedite the granting of Exploration Licence 15/718. from GNARLBINE PROJECT: (100%PL’s 15/4507 and 4508: Earning 75% EL 15/762.) The Company has applied to expedite the granting of the abovementioned licences. Ingebong Hills Licence INGEBONG/RHODES: (80% EL69/1549; EL69/1653;EL269/1657) Copper/Lead/Zinc The is Ramelius' key project in the Earaheedy Basin, located approximately 180 kilometres northeast of Wiluna in Western Australia. The Company also holds the adjacent Blue Hills and Rhodes Projects which are associated with GSWA regional base metal geochemical anomalies. At Ingebong, previous lag geochemistry outlined a 6 x 3 kilometre copper/zinc anomaly while soil sampling returned enhanced copper/zinc values along a 12 kilometre zone trending northwest from the lag anomaly. the Southern period, During Consultants was Geoscience commissioned to undertake an aeromagnetic interpretation of the Ingebong Hills licence. The consultancy identified a number of targets within the area of interest. soil sampling program has A commenced and comprises approxi- mately 60 line kilometres with sample intervals at 50 metres on line spacings of 400 metres. At Rhodes, a lag sampling program will be carried out at the conclusion of the Ingebong program, and will comprise of sampling at intervals of 500 x 1000 metres over an area of approximately 35 square kilometres. Results of the soil sampling at Ingebong Hills and the lag sampling at Rhodes, are expected to be returned during the September 2003 quarter. 08 Review of Operations Morning Star Project: (80% M20/79) Gold Jasper Queen Project: (100% M20/245) Gold The Company Fox Resources Limited’s interest in the Morning Star Project ML 20/79 at Cuddingwarra (80%) and ML 20/245 at Tuckabianna (100%) - both near Cue in Western Australia. acquired The Morning Star Project is situated on a granted mining lease close to Cue in the Murchison Mineral Field and fits the Company’s strategy of acquiring low risk, low cost, advanced projects, well situated with respect to infrastructure and that have potential to generate an early gold production revenue stream. Ramelius has issued Fox Resources 1.5 million ordinary fully paid 20 cent options shares as exercisable consideration pursuant the agreement. 750,000 20 cents, to and at An RC drilling program was scheduled for September 2003 for the Morning Star Project to follow up on previously identified high grade drill intercepts. (CDAC 230; 13m @13.7 g/t from 31 to 44m: MSRC 09; 8m @34g/t from 49 to 57m.) Royalties Sandstone - Gold Production Royalty The Company was advised that no production has taken place from the Royalty Tenements this year. The Tenements are now farmed out from Herald Ltd to Troy Resources Ltd. Bulong - Gold Production Royalty The Company was advised that no production has taken place on the Royalty Tenements this year. The Tenements are now owned by Yilgarn Gold Ltd with Central Kalgoorlie Gold Mines Ltd earning an interest. In June, CKGM announced significant gold intercepts including 7m @ 6.72g/t Au. on the Boundary Mining Lease. This is part of resource the Boundary previously identified by Ramsgate and is on the boundary of M25/91, one of the Royalty Tenements. Spargos Reward - Gross Gold Royalty Breakaway Resources Ltd, the owners of the Royalty Tenements advised that no production has taken place on these tenements. Siberia - Nickel and Gold Royalty PlacerDome, the holder of the Royalty Tenement has advised that no production has taken place on the tenement. has Edjudina - Gold Production Royalty Sons of Gwalia, the owner of the Royalty Tenements have advised that no production has taken place on the tenements. SOG recently commenced mining from Safari Bore carting the ore to the Carosue Dam treatment plant via a haul road located in near proximity to the Edjudina tenements. This haul road improves the probability of a mining operation at Edjudina in the near future. Eucalyptus - Nickel Production Royalty No production has taken place on the relevant tenements. Tenement Administration Tenement Administration is carried out by the Company in-house and all tenements are currently in good standing. The information in this report that relates to Mineral resources or Ore Reserves is based on information compiled by G.J.Dunbar of Dunbar Resource Management, who is a Fellow of the Australasian Institute of Mining and Metallurgy and who has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent person as defined in the 1999 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. G.J.Dunbar consents to the inclusion in the report of the matters based on their information in the form and context in which it appears. 09 Recognition and Respect Ramelius recognises Aboriginal regard for land and respects their culture, traditions and cultural sites. Understanding and Trust Ramelius is prepared to listen to Aboriginal community representatives in order to understand their views and beliefs. Recognising that communities may not be fully appreciative of how the Company’s business and industry operates, Ramelius will work towards increasing their understanding, respect and the Company’s obligations and economic constraints indigenous amongst communities. Ramelius will ensure that its employees and contractors approach the Company’s activities at local sites with respect and a clear understanding of important issues and priorities. to promote trust and Communication and Commitment Ramelius will adopt practical measures to develop trust. Acknowledging that community leaders and representatives have an obligation to consult its people in order to determine their opinions and wishes and that this may often not be achieved as quickly as is desired, Ramelius will use its best endeavours to expedite the process and ensure that its commercial interests are not adversely impacted. The Company will also use its best endeavours to ensure reasonable rights of consultation and continued access to land are facilitated and the integrity of land is preserved. The company is committed to taking appropriate steps to identify and reduce the effects of any unforeseen impacts from its activities. Native Title this matter. However Some of the exploration areas held by Ramelius may be subject to issues associated with Native Title. As the Company’s exploration program was only instituted in April 2003, it is not appropriate to comment in any detail upon the directors of Ramelius believe it is important to state the Company’s policy and approach to Native Title and dealings with indigenous communities. The directors believe that the following native title policy statement summarises the Company’s desire to develop a spirit of cooperation in its dealings with indigenous people, create goodwill, mutual awareness and understanding and most importantly, respect and commitment. 10 Corporate Governance Statement During the year the Company was admitted to the official list of the Australian Stock Exchange Limited and quotation of its securities commenced on 31 March 2003. This statement outlines the main Corporate Governance practices that were in place during the financial year ended 30 June 2003. However, given its recent elevated status to a listed entity, it is the intention of the Board to review its corporate governance during the 2003/4 financial year in consultation with the ASX Corporate Governance Council’s of Good “Principles Corporate Governance and Best Practice Recommendations”. Board of Directors Role of the Board The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for the overall Corporate Governance of the Company including its strategic direction, management goal setting and monitoring. Board processes To assist in the execution of its responsibilities, the Board established a special IPO Due Diligence Committee to deal with the preparation and issue of a capital raising prospectus. The Board has also established a framework for the management of the consolidated entity including a system of internal control, a business risk management process the establishment of appropriate ethical standards. and Composition of the Board The names of the directors of the company in office at the date of this Statement are set out in the Directors’ Report of this financial report. The composition of the Board consists of three directors of whom two, including the Chairman, are non- executives. The Company’s constitution specifies the number of directors must be at least three and at most ten. The Board may at any time appoint a director to fill a casual vacancy. Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and thereafter directors (other than the Managing Director) are subject to re-election at least every two years. The tenure for executive directors is linked to their holding of executive office. Remuneration The Company’s Constitution specifies that the total amount of remuneration of non executive directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of non executive directors has been set at $200,000 per annum. Directors may apportion any amount up to this maximum amount amongst the non executive directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses in incurred performing their duties as directors. The remuneration of the Managing Director is determined by the Board as part of the terms and conditions of his employment which are subject to review from time to time. Further details of directors’ remuneration, superannuation retirement payments are set out in the Directors’ Report and Note 23 to the financial statements. and 11 Corporate Governance Statement Company which may impact on share ownership rights that are submitted to a vote of shareholders; notices of all meetings of shareholders; documents released publicly are made available on the Company’s internet web site at www.rameliusresources.com.au • • The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the shareholders as single resolutions. to ensure The role of shareholders The Board aims that shareholders are informed of all major developments affecting the Company’s state of affairs. is communicated to shareholders as follows: Information • • • about includes financial report the annual relevant which information the operations of the Company during the year, changes in the state of affairs of the entity and details of future developments, in addition the other to disclosures required by the Corporations Act 2001; the half yearly financial report lodged the Australian Securities and Investments Commission the Australian Stock and to all Exchange and sent shareholders who request it; notifications relating to any proposed major changes in the Audit Committee It is the intention of the Board that a Audit Committee be set up during the 2003/4 financial year to oversee the establishment and maintenance of internal controls and appropriate ethical standards for management, financial statements and review liaise with auditors and reports, monitor external accounting and compliance procedures. Ethical standards The Company aims to achieve a high standard of corporate governance and ethical conduct by directors and employees. Directors are required to disclose to the Board any material contract in which they may have an interest. In accordance with Section 195 of the Corporations Act 2001, a director having a material personal interest in any matter to be dealt with by the Board, will not be present when that matter is considered by the Board and will not vote on that matter. 12 Glossary of Terms Air Core Anomalous Aqua Regia Auger ASX Au Az Base Metal CDAC Carbonate Company Cut Dip EL ELA EOH A method of rotary drilling whereby rock chips are recovered by air flow returning inside the drill rods rather than outside, thereby providing usually reliable samples. A departure from the expected norm. In mineral exploration this term is generally applied to either geochemical or geophysical values higher or lower than the norm. A corrosive, fuming yellow liquid prepared by mixing one volume of concentrated nitric acid with three to four volumes of concentrated hydrochloric acid. It was so named by the alchemists because it dissolves gold and platinum, the “royal” metals, which do not dissolve in nitric or hydrochloric acid alone. A screw-like boring or drilling tool for use in clay or soft sediments. The Australian Stock Exchange Limited (ACN 008 629 691) Gold Azimuth, a surveying term, the angle of horizontal difference, measured clockwise, of a bearing from a standard direction, as from north. Non precious metal, usually referring to copper, zinc and lead. Cuddingwarra Air Core A common mineral type consisting of carbonates of calcium, iron, and/or magnesium. Ramelius Resources Limited (ACN 001 717 540) A term used when referring to average assays where the grade of a particularly high-grade interval is reduced to a lesser value. The angle at which rock stratum or structure is inclined from the horizontal. Exploration Licence Exploration Licence Application End of Hole Geochemical Exploration Used in this report to describe a prospecting technique, which measures the content of certain metals in soils and rocks and defines anomalies for further testing. Geophysical Exploration The exploration of an area in which physical properties (eg. electrical resistivity, density or magnetic properties) unique to the rocks in the area quantitatively measured by one or more geophysical methods. gm/cc g/t grams per cubic centimetre grams per tonne Gross Gold Royalty (GGR) A royalty payment based on the total amount of product (gold) produced. GSWA Ha IPO Lag The Geological Survey of Western Australia. Hectare Initial Public Offer A residual deposit remaining after finer particles have been blown away by wind. 13 Glossary of Terms Laterite Leachwell Highly weathered residual material rich in secondary oxides or iron and/or aluminum. An analytical method Lode Deposit A vein or other tabular mineral deposit with distinct boundaries. m M ML MLA MSRC Native Title metre see ML Mining Lease Mining Lease Application Morning Star Reverse Circulation Native Title is the recognition in Australian law of indigenous Australian’s rights and interests in land and waters according to their own traditional laws and customs. In June 1992, the High Court of Australia, in the case of Mabo v Queensland (1992) 175 Commonwealth Law Reports 1, overturned the idea that the Australian continent belonged to no one at the time of European’s arrival. It recognised for the first time that indigenous Australians may continue to hold native title. Indigenous Australians may now make native title claimant applications seeking recognition under Australian law of their native title rights. Native Title Tribunal The Native Title Tribunal set up under the Native Title Act 1993. Open Pit oz pedogenic ppb P PL PLA RAB Drilling RC Drilling Ramelius Resource A mine excavation produced by quarrying or other surface earth-moving equipment. ounce The development of soil part per billion See PL Prospecting Licence Prospecting Licence application Rotary Air Blast Drilling : Method of drilling in which the cuttings from the bit are carried to the surface by pressurised air returning outside the drill pipe. Most “RAB” drills are very mobile and designed for shallow, low-cost drilling of relatively soft rocks. Reverse Circulation Drilling : A method of drilling whereby rock chips are recovered by air flow returning inside the drill rods rather than outside, thereby providing usually reliable samples. Ramelius Resources Limited (ACN 001 717 540) Mineralisation to which a tonnage and grade has been assigned according to the JORC code. Rock Chip Sample A series of rock chips or fragments taken at regular intervals across a rock exposure. Royalty A percentage of the revenue from the sale of a mineral product. Royalty Interests An interest in a Royalty Strike The direction of bearing of a bed or layer of rock in the horizontal plane. 14 2003 FINANCIAL REPORT 173,684 26,912 37,038 566 136,646) 26,346 9,779 510,401 339,375 520,180 446,855 619,500 140,000 3,223,300 740,563 45,853 3,500 2,006,737 681,127 1,349,911 207,926 207,926 1,557,837 207,926 173,684 26,912 37,038 566 136,646 26,346 9,779 510,401 339,375 520,180 446,855 619,500 140,000 3,223,300 740,563 45,853 3,500 2,006,737 681,127 1,349,911 207,926 207,926 1,557,837 207,926 173,684 26,912 37,038 566 136,646 26,346 9,779 510,401 173,684 26,912 37,038 566 136,646 26,346 9,779 510,401 339,375 520,180 446,855 619,500 15 Directors’ Report The directors present their report together with the financial report of Ramelius Resources Limited (“the Company”) for the year ended 30 June 2003 and the auditor’s report thereon. Directors The directors of the Company at any time during or since the end of the financial year are: Robert Michael Kennedy ASAIT, Grad, Dip (Systems Analysis), FCA, ACIS, FAIM, FAICD Non-Executive Chairman Joined Aged 57. in 1995 as a Non-Executive Chairman. A Chartered Accountant and a partner of Kennedy & Co, Chartered Accountants. He is also the Chairman of Beach Petroleum Limited, Greyhound Racing (SA) Limited, Flinders Diamonds Limited and GTL Energy Limited and is also a Director of Greyhound Australasia Ltd, Friendly Societies Medical Association Limited and Traditional Oil Exploration NL. 16 Reginald George Nelson BSc,, Hon Life Member Society of Exploration Geophysicists, FAusIMM, FAICD Non-Executive Director in in experience Aged 57. Reg is an exploration geophysicist with thirty-three years experience the minerals and petroleum industries and a Councillor of the Australian Petroleum Production and Exploration Association. He has technical, wide corporate and government affairs. He is Managing Director of Beach Petroleum Limited and a director of GTL Energy Limited. Amongst many other professional activities, he has been involved in gold exploration and mining operations in Western Australia, the Northern Territory and South Australia. He was Chairman of the Nevoria Gold Mine Joint Venture in Western Australia. He was Director of Mineral Development for the South Australian Government from 1989 to 1992 and was instrumental in raising the level of mineral exploration within that State to significant levels through his development of a business plan involving large scale aeromagnetic surveys and drilling. This led to the multi-million dollar and much-emulated South Australian Exploration Initiative. In 1999, he accepted an invitation to join the South Australian Premier’s Resources Task Force to examine and recommend new initiatives for mineral exploration within the State. He remains a member of the South Australian Industry Consultative Committee. Resources Directors’ Report Joseph Fred Houldsworth Managing Director in Aged 56. Joe has extensive practical experience in the resource industry having worked in the mining and exploration industry for over 30 years at both operational and management levels primarily the Western Australian Goldfields. For the past ten years he has also consulted to insolvency specialists on both mining and exploration and in 1993 was instrumental in turning around the troubled Nevoria Gold Mine. Joe has in asset considerable experience management for various mining entities and has been responsible for acquiring the Ramelius portfolio. He is a Director of Far Corners Minerals NL and Lone Hand & Associates Pty Ltd. Principal activities The company’s principal activity is gold and minerals exploration. State of affairs Significant changes in the state of affairs of the Company during the year were as follows: Review and results of operations A review of operations of the Company during the financial year and the results of those operations is contained elsewhere in the annual report. • Results The net loss after extraordinary items and income tax was $96,606. Dividends No dividends have been paid or provided by the Company since the end of the previous financial year. The Directors do not recommend payment of a dividend in respect of the 2003 financial year. The Company raised $700,000 in seed capital by the issue of 1,400,000 ordinary shares at $0.10 free per share and 700,000 attaching options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007; • Prepared and registered a Prospectus and a Supplementary Prospectus (“Prospectus”) with the Australian and Investments Commission for the purpose of raising additional capital and listing Ramelius on the Australian Stock Exchange; Securities • In connection with the preparation and promotion of the Prospectus; • issued to directors, 5,500,000 ordinary fully paid shares and and 7,400,000 options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007; 17 Directors’ meetings The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are: Director Board Meetings Due Diligence Committee Meetings Robert Michael Kennedy Reginald George Nelson Joseph Fred Houldsworth A 16 16 16 B 16 16 16 A 2 2 2 B 2 2 2 A – Number of meetings attended B – Number of meetings held during the time that the director held office during the year. this report any Other than the matters discussed above, there has not arisen in the interval between 30 June 2003 and the item, date of transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the those Company, operations, or the state of affairs of the Company, in future years. results of the Likely developments The results of the current phase of infill drilling at Black Cat expected by the middle of September 2003, will determine whether the Company exercises its option to acquire the relevant tenements comprising this project. information about Further likely developments in the operations of the company and the expected results of those operations in future years has not been included in this report because disclosure of the information in would be unreasonable prejudice the Company. result to likely to for Project at Tuckabianna. The consideration the acquisition of these interests is 1,500,000 ordinary fully paid shares in the Company and 750,000 options exercisable at $0.20 at any time until 31 December 2007. Events subsequent to balance date Since 30 June 2003, the Company; • Entered into an employment agreement with Mr Joseph Fred Houldsworth in respect of his services as Managing Director of the Company. • Issued 1,500,000 ordinary fully paid shares and 750,000 options exercisable at $0.20 at any time until 31 December 2007 pursuant to an agreement with Fox Resources Limited to acquire its interest in both the Morning Star Project at Cuddingwarra (80%) and the Jasper Queen Project at Tuckabianna (100%). • Granted Westcoast Mining Limited an option to purchase a 100% interest in Mining Lease 20/245 near Tuckabianna in the Murchison Mineral Field of Western Australia. The option was granted for an Option Fee of $10,000 that enables Westcoast, which aims to list on ASX, to exercise the Option at any time until 1 December 2003 at an exercise price of $100,000 payable to Ramelius comprised of $40,000 cash and $60,000 worth of ordinary shares in Westcoast or $100,000 cash. Directors’ Report • issued to an officer and consultants, 2,875,000 options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007; • Successfully raised $3,223,300 in additional capital and pursuant to the Prospectus subsequently; • • issued to applicants, 16,116,500 ordinary fully paid shares and attaching free 8,058,250 options for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007; to subscribe issued to various tenement vendors, 4,250,000 ordinary fully paid shares and 3,125,000 free attaching options to subscribe for ordinary fully paid shares in the Company at $0.20 at any time until expiry on 31 December 2007; as consideration the acquisition of various mineral tenements detailed the Prospectus; for in • The Company was admitted to the Official List of the Australian Stock Exchange and quotation of its securities by ASX commenced on 31 March 2003. • Entered into an agreement with Fox Resources Limited to acquire an 80% interest in the Morning Star Project at Cuddingwarra and a 100% interest in the Jasper Queen 18 Directors’ Report Directors’ and senior executives’ emoluments Non Executive Directors Mr RM Kennedy Mr RG Nelson Executive Director Mr JF Houldsworth Executive Officers excluding Directors Mr DA Francese Directors Fees $ 15,000 5,000 - - Salary $ - - 40,154 Bonus $ Super Contributions $ - - - 1,350 450 3,614 Total $ 16,350 5,450 43,768 12,500 10,000 2,025 24,525 Options granted to Directors and Executive Officers of the Company are disclosed below. In addition, Messrs Kennedy and Nelson were issued with 1,500,000 ordinary shares each and Mr Houldsworth was issued with 2,500,000 ordinary shares in the Company on 5 November 2002. The market value of the shares at the time of issue was nil. Options During or since the end of the financial year, the Company granted options over unissued ordinary shares to the following directors and to officers of the Company. DIRECTORS’ Number of options granted Market Value at Date Granted Date Granted Directors Mr RM Kennedy Mr RG Nelson Mr JF Houldsworth 5 Nov 2002 5 Nov 2002 5 Nov 2002 Officers Mr DA Francese 5 Nov 2002 2,700,000 2,700,000 2,000,000 REPORT $0.20 $0.20 $0.20 31 Dec 2007 31 Dec 2007 31 Dec 2007 Nil Nil Nil 31 Dec 2007 625,000 $0.20 Nil Exercise price Expiry date No options have been granted since the end of the financial year. At the date of this report unissued ordinary shares of the Company under option are: Expiry date* Exercise price Number of shares 31 December 2007 $0.20 22,140,750 * All options may be exercised at any time before expiry. Option holders will receive one ordinary share in the capital of the Company for each option exercised. These options do not entitle the holder to participate in any share issue of the Company or any other body corporate. During or since the end of the financial year, the Company issued ordinary shares as result of the exercise of options as follows: Number of shares Amount paid on each share 17,500 $0.20 There were no amounts unpaid on shares issued. 19 Insurance premiums Since the end of the previous year the Company insurance premiums in respect of directors’ and officers’ liability and legal expenses’ insurance contracts. paid has Domenico Antonio Francese BEc, FCA, ASIA Company Secretary Dom is a Chartered Accountant with an audit and investigations background. He has over 12 years experience with ASX in a regulatory and supervisory role. Joint Company Secretary for Beach Petroleum Limited. The terms of the policies prohibit disclosure of details of the amount of the the nature insurance cover, thereof and the premium paid. for leave Proceedings on behalf of Company No person has applied to the Court under section 237 of the Corporations Act 2001 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. There were no or brought such interventions on behalf of the Company with leave from the Court under section 237 of the Corporations Act 2001. proceedings Dated at Unley this 23rd day of September 2003. Signed in accordance with a resolution of the directors: Robert Michael Kennedy Director Directors’ Report Environmental regulation and performance statement The Company’s operations are subject to significant environmental regulations under both Commonwealth and Western Australian legislation in relation to discharge of hazardous waste and materials arising from any mining activities and development conducted by the Company on any of its tenements. To date the Company has only carried out exploration activities and there have been no known breaches of any environmental obligations. Indemnification and insurance of officers Indemnification The Company is required to indemnify the directors and other officers of the company against any liabilities incurred by the directors and officers that may arise from their position as directors and officers of the Company. No costs were incurred during the year pursuant to this indemnity. Since the end of the financial year, the Company entered into a deed of indemnity with each director whereby, to the the extent permitted by Corporations Act 2001, the Company agreed to indemnify each director against all loss and liability incurred as an officer of the Company, including all liability in defending any relevant proceedings. 20 Statement of Financial Performance For the year ended 30 June 2003 Note 3 Other Revenues from ordinary activities Total revenue Administrative expenses Depreciation Employment expenses Exploration costs written off Occupancy expenses Other expenses from ordinary activities Profit/(loss) from ordinary activities before related income tax expense Income tax (expense)/benefit relating to ordinary activities Profit/(loss) from ordinary activities after related income tax expense Profit/(loss) from extraordinary item after related income tax expense Total changes in equity other than those resulting from transactions with owners as owners Basic earnings per share Diluted earnings per share 7 7 2003 $ 43,076 43,076 (38,199) (358) (55,834) (30,647) (4,660) (9,984) 2002 $ 566 566 (10,000) - - - (2,100) (19,388) (96,606) (30,922) - - (96,606) (30,922) - - (96,606) ($0.005) ($0.005) (30,922) ($0.016) - The statement of financial performance is to be read in conjunction with the notes to the financial statements set out on pages 24 - 37. 21 Statement of Financial Position As at 30 June 2003 Current Assets Cash assets Receivables Other Total current assets Non-current assets Property, Plant and Equipment Exploration, evaluation & development expenditure Total non-current assets Total assets Current liabilities Payables Provisions Total current liabilities Total liabilities Net assets Equity Contributed equity Retained profits Total Equity Note 9 10 11 12 13 14 15 16 17 18 2003 $ 1,557,837 86,310 17,951 1,662,098 9,421 1,819,129 1,828,550 3,490,648 145,837 5,176 151,013 151,013 3,339,635 3,467,165 (127,530) 3,339,635 2002 $ 207,926 4,364 88,555 300,845 - 447,626 447,626 748,471 671,913 - 671,913 671,913 76,558 107,482 (30,924) 76,558 The statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 24 - 37. 22 Statement of Cash Flows For the year ended 30 June 2003 Cash Flows from operating activities Cash payments in the course of operations Interest received Net cash provided by/(used in) operating activities Cash Flows from investing activities Payments for Property, Plant and Equipment Tenements acquired from controlling entity Payments for Mining Tenements & Exploration Net cash provided by/(used in) investing activities Cash Flows from Financing activities Issue of shares to controlling entity Proceeds from borrowings Repayment of borrowings Proceeds from issue of shares to seed capitalists Proceeds from issue of shares pursuant to IPO prospectus Payments associated with capital raising Proceeds from exercise of options Net cash provided by/(used in) financing activities Net increase/(decrease) in cash held Cash at the beginning of the financial year Cash at the end of the financial year 9 Note 2003 $ (173,684) 37,038 2002 $ (26,912) 566 21 (136,646) (26,346) (9,779) - (510,401) (520,180) - - (619,500) 140,000 3,223,300 (740,563) 3,500 2,006,737 1,349,911 207,926 1,557,837 - (107,480) (339,375) (446,855) 107,480 619,500 - - - (45,853) - 681,127 207,926 - 207,926 The statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 24 - 37. 23 Notes to the Financial Statements For the year ended 30 June 2003 1 Statement of significant accounting policies The significant policies that have been adopted in the preparation of this financial report are: (a) Basis of preparation The financial report is a general purpose financial report which has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements the Standards Board Corporations Act 2001. and It has been prepared on the accruals basis and is based on historical costs and except where stated, does not take into account changing money values or fair values of non-current assets. These accounting policies have been consistently applied and, except where there is a change in accounting policy, are consistent with those of the previous year. (b) Revenue recognition Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST). Interest revenue Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset. Sale of non-current assets The gross proceeds of non-current asset sales are included as revenue at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed. The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal. Any related balance in the asset revaluation reserve is transferred to the capital profits reserve on disposal. (c) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. net The of GST amount recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (d) Taxation – Note [6] The company adopts the income statement liability method of tax effect accounting. Income tax expense is calculated on operating profit adjusted for permanent differences between 24 taxable and accounting income. The tax effect of timing differences, which arise from items being brought to account in different periods tax and accounting purposes, is carried the statement of forward financial position as a future income tax benefit or a provision for deferred income tax. income for in to account Future income tax benefits are not brought unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits relating to tax losses are only brought to account when their realisation is virtually certain. The tax effects of capital losses are not recorded unless realisation is virtually certain. (e) Acquisitions of assets All assets acquired including property, plant and equipment and intangibles other than goodwill are initially recorded at their cost of the date of acquisition at acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. When equity instruments as are consideration, their market price at the date of acquisition is used as fair value. Transaction costs arising on the issue of equity instruments recognised are directly in equity subject to the extent of proceeds received, otherwise expensed. issued Expenditure, including that on internally generated assets is only recognised as an asset when the entity controls future economic benefits as a result of the costs Notes to the Financial Statements For the year ended 30 June 2003 incurred, it is probable that those future economic benefits will eventuate, and the costs can be Costs reliably. measured attributable feasibility and to alternative approach assessments are expensed as incurred. on Subsequent additional costs Costs assets incurred subsequent to initial acquisition are capitalised when it is probable that future economic benefits in excess of assessed originally performance of the asset will flow to the consolidated entity in future years. the Costs that do not meet the criteria for capitalisation are expensed as incurred. (f) Receivables – Note [10] The collectibility of debts is assessed at balance date and specific provision is made for any doubtful accounts. (g) Exploration, evaluation and development expenditure – Note [13] Exploration, and development costs are accumulated in respect of each separate area of interest. evaluation Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or and successful development exploitation of the area of interest, or, where and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. exploration the extent Development costs related to an area of interest are carried forward to they are expected to be recouped either through successful sale or exploitation of the area of interest. that A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. interest is When an area of abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the the decision financial period is made. (h) Recoverable amount of non- and current assets valued on cost basis The carrying amounts of non- current assets except exploration, evaluation development expenditure (see Note 1(g) above) valued on the cost basis are reviewed to determine whether they are their recoverable amount at balance date. If the carrying amount of a non-current asset exceeds its recoverable amount, the asset is written down to the lower amount. The write-down is recognised as an expense in the net profit or loss in the reporting period in which it occurs. in excess of In assessing recoverable amounts of non-current assets the relevant cash flows have not been discounted to their present value, except where specifically stated. Except where specifically stated, non-current assets are recorded the at recoverable amount. lower of cost and (i) Depreciation and amortisation Complex assets The components of major assets that have materially different useful lives, are effectively accounted for as separate assets, and are separately depreciated. Useful lives All assets, including intangibles, have limited useful lives and are depreciated/amortised using the straight line method over their estimated useful lives, with the forward exception of carried and exploration, development costs which is amortised on a units of production basis over the the economically recoverable reserves. evaluation life of in are from depreciated or Assets the date of amortised acquisition or, respect of internally constructed assets, from the time an asset is completed and held ready for use. Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until commercial production commences. Depreciation and amortisation rates and methods are reviewed for appropriateness. annually are made, When adjustments reflected prospectively in current and future periods only. changes are Depreciation and amortisation are expensed, except to the extent that they are included in the carrying amount of another asset as an allocation of production overheads. 25 Notes to the Financial Statements For the year ended 30 June 2003 The depreciation/amortisation rates used for each class of asset are as follows: Property, plant and equipment Plant and equipment Other non-current assets 2003 2002 7.5 – 25% Exploration, evaluation & development expenditure - - - (j) Payables – Note [14] Liabilities are recognised for amounts to be paid in the future for goods or services received. Trade accounts payable are normally settled within 60 days. (k) Employee entitlements – Note [15] Wages, salaries, annual leave and sick leave The provisions for employee entitlements to wages, salaries, annual leave and sick leave represent present obligations resulting from employees’ services provided up to the balance date, calculated at undiscounted amounts based on current wage and salary rates including related on-costs. Long service leave The provision for employee entitlements to long service leave represents the present value of the estimated future cash outflows to be made resulting from employees’ services provided up to balance date. The provision is calculated using estimated future increases in wage and salary rates including related on-costs and expected settlement dates based on turnover history and is discounted using the rates attaching to national government securities at balance date which most closely match the terms of maturity of the related liabilities. (l) Provisions A provision is recognised when a legal or constructive obligation exists as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. Restoration Provisions are made for estimated costs relating to the remediation of soil, groundwater and untreated waste as soon as the need is identified. Significant uncertainty exists as to the amount of restoration obligations that will be incurred due to the following factors: • uncertainty as to life of sites; the impact of changes in environmental legislation. • (m) Cash For the purpose of the statement of cash flows, cash includes: • cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts, investments in money market instruments with less than 14 days to maturity. • 2 Changes in Accounting Policy There were no changes to accounting policies during the financial year. 26 Notes to the Financial Statements For the year ended 30 June 2003 Note 2003 $ 2002 $ 3 Revenue from ordinary activities Other revenues: From operating activities Interest: Other parties Total revenue from ordinary activities 4 Profit from ordinary activities before income tax expense (a) Individually significant items included in profit from ordinary activities before income tax expense Exploration, evaluation and development expenditure written-off in respect of tenements not acquired following capital raising pursuant to IPO prospectus (b) Profit from ordinary activities before income tax expense has been arrived at after charging/ (crediting) the following items: Depreciation of: Plant and equipment Provision in employee entitlements Operating lease rental expense Minimum Lease payments 5 Auditors’ remuneration Audit services: Auditors of the Company – Grant Thornton Audit and review of the financial reports Other regulatory audit services* * This remuneration relates to services connected with the issue of the Company’s prospectus and capitalised against equity raised. 6 Income tax expense Prima facie income tax benefit calculated at 30% (2002: 30%) on loss from ordinary activities Future income tax benefit in respect of tax losses not brought to account Income tax expense attributable to loss from ordinary activities Tax losses recoverable but not recognised amount to $38,259 (2002: $9,277). 43,076 43,076 566 566 30,647 358 5,176 1,967 3,000 3,450 28,982 28,982 - - - - - 2,500 - 9,277 9,277 - 27 Notes to the Financial Statements For the year ended 30 June 2003 Note 2003 $ 2002 $ 7 Earnings per share (a) Classification of securities All ordinary shares have been included in basic earnings per share. (b) Classification of securities as potential ordinary shares All options on issue exercisable at 20 cents by 31 December 2007 are not considered potential ordinary shares because the closing market value of the underlying securities at balance date was below the exercise price. Therefore no securities have been classified as potential ordinary shares and included in diluted earnings per share. (c) Earnings used in the calculation of earnings per share Profit/(loss) from ordinary activities after related income tax expense (d) Weighted average number of shares used as the denominator (96,606 ) (30,922) Number for basic and diluted earnings per share Ordinary shares 17,791,050 1,931,508 8 Segment Reporting The Company operates in the gold exploration and mining business segment located in Australia. 9 Cash assets Cash 10 Receivables Current Other debtors 11 Other current assets Prepayments 12 Property, plant and equipment Plant and equipment At cost Accumulated depreciation Total property, plant and equipment net book value 1,557,837 207,926 86,310 4,364 17,951 88,555 9,779 (358 ) 9,421 - - - - - - - - Reconciliations Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below: Plant and equipment Carrying amount at beginning of year Additions Disposals Depreciation Carrying amount at end of year 28 - 9,779 - (358 ) 9,421 Notes to the Financial Statements For the year ended 30 June 2003 Note 2003 $ 13 Exploration, evaluation and development expenditure Costs carried forward in respect of areas of interest in: Production phase at cost Accumulated amortisation - - - Development phase Exploration and/or evaluation phase (i) - 1,819,129 2002 $ - - - - 447,626 Total Exploration, evaluation and development expenditure 1,819,129 447,626 The ultimate recoupment of costs carried forward for exploration phase is dependent on the successful development and commercial exploitation or sale of the respective areas. (i) Reconciliation A reconciliation of the carrying amount of Exploration and/or evaluation phase expenditure is set out below. Carrying amount at beginning of year Additional costs capitalised during the year Exploration costs written off during the year Carrying amount at end of year 14 Payables Trade creditors Other creditors and accruals Amounts payable to controlling entity Amounts payable to director related entities 15 Provisions Current Employee entitlements 16 Contributed equity Issued and paid-up share capital 38,034,002 (2002: 7,500,002) ordinary shares, fully paid 447,626 1,402,150 (30,647 ) 1,819,129 52,778 24,887 - 68,172 145,837 - 447,626 - 447,626 44,923 7,490 619,500 - 671,913 22 5,176 - 16(a) 3,467,165 107,482 29 Notes to the Financial Statements For the year ended 30 June 2003 Note 2003 $ 2002 $ 16 Contributed equity (continued) (a) Ordinary shares Balance at the beginning of year Shares issued during the year 5,500,000 to Directors in consideration for IPO Promotion 1,400,000 to Seed Capitalist in consideration for cash 16,116,500 to Applicants pursuant to IPO prospectus in consideration for cash Less transaction costs arising from issue for cash pursuant to IPO prospectus 7,500,000 to Vendors in consideration for tenements 17,500 to Option-holders on exercise of options at $0.20 in cash Balance at end of year 107,482 - 140,000 3,223,300 (857,117) 850,000 3,500 3,467,165 2 - - - 107,480 - 107,482 Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation. Note 20(c) details shares to be issued pursuant to contracts entered into by the Company during the financial year. 17 Retained profits/(losses) Retained losses at beginning of year Net loss attributable to members of the company Retained losses at the end of the year 18 Total equity reconciliation Total equity at beginning of year Total changes in parent entity interest in equity recognised in statement of financial performance Transactions with owners as owners: Contributions of equity Less transaction costs arising from transactions with owners as owners Total equity at end of year 19 Financial instruments disclosure (a) Interest rate risk (30,924) (96,606) (127,530) 76,558 - 4,216,800 (857,117) 3,339,635 (2) (30,922) (30,924) - (30,922) 107,480 - 76,558 The company has no long term financial assets or liabilities upon which it earns or pays interest. Cash is held in an interest yielding cheque account and on short term call deposit where the interest rate can vary from day to day. The weighted average interest rate achieved was 3.98% (2002: 1.51%) 30 Notes to the Financial Statements For the year ended 30 June 2003 Note 2003 $ 2002 $ 19 Financial instruments disclosure (continued) (b) Credit risk exposures Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The credit risk on financial assets, excluding investments, of the entity which have been recognised in the statement of financial position, is the carrying amount, net of any provision for doubtful debts. (c) Net fair values of financial assets and liabilities Valuation approach Net fair values of financial assets and liabilities are determined by the entity on the following bases: Recognised financial instruments Monetary financial assets and financial liabilities not readily traded in an organised financial market are carried at book value and where relevant adjusted for any changes in exchange rates. The Company does not have any financial assets or liabilities that are readily traded on organised markets in a standardised form. 20 Commitments & Contingent liabilities Exploration expenditure commitments In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum exploration work to meet the minimum expenditure requirements specified by the State Government of Western Australia. These obligations are subject to renegotiation when application for a mining lease is made and at other times. These obligations are not provided for in the financial report and are payable as follows. Within one year One year or later and no later than five years Later than five years Non-cancellable operating lease expense commitments Future operating lease commitments not provided for in the financial statements and payable: Within one year One year or later and no later than five years Later than five years 229,400 557,840 91,900 879,140 7,869 5,902 - 13,771 20,000 60,000 - 80,000 - - - - The Company leases office accommodation under a non-cancellable operating lease expiring in March 2004. The lease generally provides the Company with a right of renewal for a further year after which time all terms are renegotiated. Lease payments comprise a base amount plus an incremental contingent rental. Contingent rentals are based on movements in the Consumer Price Index and operating criteria. The details and estimated maximum amounts of contingent liabilities (excluding unquantifiable royalties) that may become payable are set out below. The contingent liabilities arise from various agreements for the acquisition or earning interests in mining tenements that are subject to certain precedent conditions being satisfied. At the date of this report there is no certainty that these liabilities will crystallise and therefore no provisions are included in the financial statements in respect of these matters. In addition to the contingent liabilities detailed below the Company is also required under the various agreements to maintain tenements in good standing and pay all rates, rents and taxes and do all things necessary to renew tenements during the conditions precedent period. 31 Notes to the Financial Statements For the year ended 30 June 2003 20 Commitments & Contingent liabilities (continued) Acquisition of mining tenements Replacement of Performance Bonds Exploration / Farm-in expenditure to earn interests in tenements Issue of shares as consideration for acquisition of mining tenements Total estimated contingent liabilities (a) Acquisition of mining tenements Note 20(a) 20(a) 20(b) 20(c) 2003 $ 300,000 39,900 854,952 258,750 1,453,602 2002 $ 480,000 39,900 1,045,000 1,060,000 2,624,900 The Company has an option to acquire certain mining tenements. The option is exercisable during the next financial year for a cash consideration of $300,000 and a replacement performance bond of $39,900. A decision on whether the option is exercised is contingent on favourable pre-acquisition drilling results. If the option is exercised the agreement provides for a production based royalty up to a maximum of $1 million that may also become payable. However at the date of the report, the actual amount of royalties that may be payable cannot be quantified. (b) Exploration/Farm-in expenditure Exploration/Farm-in expenditure is to be made over periods between 1 and 4 years in accordance with terms set out in the relevant agreements. The Company may elect not to proceed to acquire or earn an interest in the relevant tenements provided it has first carried out the minimum exploration expenditure required. Total minimum exploration expenditure specified in the relevant agreements over this period is $280,000 with a minimum of $50,000 per year. The minimum annual amount will increase by $30,000 per year at such time that an exploration licence is granted over a certain mining tenement. (c) Shares to be issued On 30 June 2003 the Company entered into a contractual agreement to acquire a 100% interest in mining tenement M20/245 and an 80% interest in mining tenement M20/79 for a total consideration of 1,500,000 shares in the capital of the Company and 750,000 attaching options to acquire shares in the capital of the Company. A director related entity of Mr Houldsworth which waived its first right of refusal for the acquisition of mining tenement M20/79, holds the remaining 20% interest (free carried until feasibility) in this tenement. The Company’s acquisition was contingent on ministerial consent and the liability shown represents the market value of the consideration securities as at 30 June 2003. The contractual agreement was subsequently completed and the securities issued in July 2003. (d) Director Related Entities During the year the Company paid $25,000 and issued 1,000,000 shares and 500,000 options pursuant to a contractual agreement for the acquisition of mining tenements from a vendor that is a director related entity. The contractual agreement with the director related entity provides for a production based royalty that may also become payable. However at the date of the report, the maximum amount of royalties that may be payable cannot be quantified. 32 Notes to the Financial Statements For the year ended 30 June 2003 Note 2003 $ 2002 $ 21 Notes to the statements of cash flows Reconciliation of profit from ordinary activities after income tax to net cash provided by operating activities Profit/(Loss) from ordinary activities after income tax Add/(less) non cash items Depreciation Exploration costs written off (Increase)/decrease in prepayments (Increase)/decrease in receivables (Increase)/decrease in non-current assets (Decrease)/increase in accounts payable (Decrease)/increase in provisions Net cash provided by/(used in) operating activities 22 Employee entitlements Aggregate liability for employee entitlements, including on-costs Current Non-current 15 Number of employees Number of employees at year end 23 Directors’ remuneration (a) Directors’ income Total income paid or payable, or otherwise made available, to all directors of the Company and controlled entities from the Company or any related party The number of directors of the Company whose income from the Company or any related party falls within the following bands: $0 - $9,999 $10,000 - $19,999 $20,000 - $29,999 $30,000 - $39,999 $40,000 - $49,999 (96,606) 358 30,647 (17,951) (81,947) (7,541) 31,218 5,176 (136,646) 5,176 - 1.5 65,568 1 1 - - 1 (30,922) - - (42,702) (4,364) (771) 52,413 - (26,346) - - - - 3 - - - - (b) Retirement benefits There were no retirement benefits previously approved by members of the Company in a general meeting nor any paid to directors of the Company. 33 Notes to the Financial Statements For the year ended 30 June 2003 24 Executives’ remuneration The number of Australian based executive officers of the Company, whose remuneration from the Company falls within the following bands: $100,000 or more Total income in respect of the financial year received, or due and receivable, from the Company by executive officers of the Company whose income is $100,000 or more Note 2003 $ 2002 $ - - - - Executive officers are those officers involved in the strategic direction, general management or control of business at a company or operating division level. Executives’ remuneration includes amounts paid by the Company during the year to indemnify executives, and an allocation of insurance premiums paid by the Company or related parties in respect of directors’ and officers’ liabilities and legal expenses’ insurance contracts, in accordance with common commercial practice. The remuneration bands are not consistent with the emoluments disclosed in the Directors’ Report as the basis of calculation differs due to the differing requirements of the Corporations Act 2001 and the Accounting Standards. 25 Related parties (a) Directors The names of each person holding the position of director of Ramelius Resources Limited during the financial year are Messrs Robert Michael Kennedy, Reginald George Nelson and Joseph Fred Houldsworth. Details of directors’ remuneration and retirement benefits are set out in Note 23. Apart from details disclosed in this note, no director has entered into a material contract with the Company since the end of the previous year and there were no material contracts involving directors’ interests subsisting at 30 June 2003. (b) Directors’ holdings of shares and share options The interests of directors of the reporting entity and their director-related entities in securities of the company at 30 June 2003 are set out below. Ramelius Resources Limited: Ordinary shares Options over ordinary shares 2003 No: Held 21,594,302 9,652,900 2002 No: Held 7,500,002 - At 30 June 2003 the Company was a controlled entity of Beach Petroleum Limited. Two directors, Messrs Kennedy and Nelson, are also directors and shareholders of the controlling entity and as a consequence, have an interest in the issued capital of the Company. 34 Notes to the Financial Statements For the year ended 30 June 2003 25 Related parties (continued) (c) Directors’ transactions in shares and share options During the financial year, the Company granted shares and options over unissued ordinary shares to the following directors of the Company or their director related entities. The shares and options were granted prior to the lodgement in November 2002 of a capital raising Prospectus with the Australian Securities and Investments Commission. At the time of issue, the market value of the shares and options was nil. Directors Number of shares granted Number of options granted Exercise price Expiry date Mr RM Kennedy Mr RG Nelson Mr JF Houldsworth 1,500,000 1,500,000 2,500,000 2,700,000 2,700,000 2,000,000 $0.20 $0.20 $0.20 31 December 2007 31 December 2007 31 December 2007 In addition to the above, 1,000,000 shares and 500,000 options were issued to a vendor which is a director related entity of Mr Houldsworth as consideration for the acquisition of mineral tenements pursuant to the Company’s prospectus. During the financial year, Messrs Kennedy and Nelson or their director related entities applied for 10,000 and 20,000 ordinary shares respectively and 5,000 and 10,000 free attaching options pursuant to the Ramelius capital raising prospectus. Prior to the issue of the prospectus Mr Kennedy participated in a seed capital raising by acquiring 4,300 ordinary shares at 10 cents each and 2,150 free attaching options. Following the listing of the Company’s securities on ASX, Mr Kennedy acquired a further 60,000 ordinary shares on market. No options granted to directors or director related entities were exercised during the year. (d) Directors’ transactions with the Company A number of directors of the Company, or their director-related entities, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. The terms and conditions of the transactions with directors and their director related entities were no more favourable to the directors and their director related entities than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis. The aggregate amounts recognised during the year relating to directors and their director-related entities were as follows: Director Transaction Note 2003 $ 2002 $ RM Kennedy Payments for reimbursement of expenses incurred on behalf of the Company. Payments to an accounting firm of which the director is a partner for professional fees and reimbursement of expenses incurred on behalf of the Company. 792 - (i) 216,689 834 35 Notes to the Financial Statements For the year ended 30 June 2003 Director Transaction Note 2003 $ 2002 $ 25 Related parties (continued) (d) Directors’ transactions with the Company (continued) RM Kennedy Payments to an information technology entity of which the director is a director and shareholder for computer equipment, website design and maintenance RG Nelson Payments for reimbursement of expenses incurred on behalf of the Company JF Houldsworth Payments in respect of Tenement Administration and reimbursement of expenses incurred on behalf of the Company to an entity of which the director is a director. Payments in respect of labour hire (involving the director’s son) to an entity of which the director is a director. 13,039 211 - 118 28,697 16,796 3,720 - Payment for acquisition of mining tenements to a vendor entity of which the director is a director 18(d) 25,000 8,000 (i) $210,447 of this amount relates to transaction costs associated with the preparation and issue of the Company’s prospectus which has been capitalised against capital raised. Amounts receivable from and payable to directors and their director-related entities at balance date arising from these transactions were as follows: Current receivables Current payables Trade creditors Other creditors and accruals Amounts payable to controlling entity (e) Other Director Transactions 25(e) - 66,372 1,800 - - 260 798 619,500 During the financial year the Company repaid $619,500 in interest free loans to its controlling entity, Beach Petroleum Limited which had been advanced during the previous year and also paid it $16,686 for reimbursement of expenses incurred on behalf of the Company. Two directors of the Company, Messrs Kennedy and Nelson, are also directors of the controlling entity. 36 Notes to the Financial Statements For the year ended 30 June 2003 Director Transaction Note 2003 $ 2002 $ 25 Related parties (continued) (f) Non-director related parties The classes of non-director related parties are: • controlling entity of the Company commonly controlled entity associated companies directors of related parties and their director-related entities • • • Transactions Controlling Entity During the financial year the Company’s controlling entity acquired 7,500,000 ordinary shares at $0.20 each and 3,750,000 free attaching options pursuant to the Company’s capital raising prospectus. Apart from this and the transactions disclosed at (e) above also relating to the Company’s controlling entity, there were no other transactions with non-director related parties during the financial year. Directors of related parties (not being directors of the entity or their director-related entities) From time to time directors of related parties or their director-related entities may enter into transactions with the Company. Apart from an alternate director of the Company’s controlling entity who applied for $2,000 in ordinary shares and free attaching options pursuant to the Ramelius capital raising prospectus, no other such transactions took place during the year. 26 Events subsequent to balance date Since 30 June 2003, the Company; • Entered into an employment agreement with Mr Joseph Fred Houldsworth in respect of his services as Managing Director of the Company. The agreement is for two years and provides for in the event that the Company terminates the agreement without six months notice, a termination payment equal to half the remuneration to be paid for the remainder of the employment period with a minimum termination payment equal to six months remuneration. • Issued 1,500,000 ordinary fully paid shares and 750,000 options exercisable at $0.20 at any time until 31 December 2007 pursuant to an agreement with Fox Resources Limited to acquire its interest in both the Morning Star Project at Cuddingwarra (80%) and the Jasper Queen Project at Tuckabianna (100%). • Granted Westcoast Mining Limited an option to purchase a 100% interest in Mining Lease 20/245 near Tuckabianna in the Murchison Mineral Field of Western Australia. The option was granted for an Option Fee of $10,000 that enables Westcoast to exercise the Option at any time until 1 December 2003 at an exercise price of $100,000 comprised of $40,000 cash and $60,000 worth of Westcoast shares or $100,000 cash. Other than the matters discussed above, there has not arisen in the interval between 30 June 2003 and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future years. 37 Directors’ Declaration In the opinion of the directors of Ramelius Resources Limited: (a) the financial statements and notes, set out on pages 24 to 37, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position of the Company as at 30 June 2003 and of its performance, as represented by the results of its operations and its cash flows, for the twelve months ended on that date; and (ii) complying with Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Dated at Unley on this 23rd day of September 2003. Signed in accordance with a resolution of the directors: Robert Michael Kennedy Director 38 39 40 Shareholder Information Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. Shareholdings as at 16 September 2003 Substantial shareholders The number of shares held by substantial shareholders and their associates are set out below: Substantial shareholder Number of fully paid ordinary shares held Percentage held Beach Petroleum Limited BBY Nominees Pty Ltd Joseph Fred Houldsworth Killoran NL & Kurana Pty Ltd 7,500,002 6,944,789 2,500,000 2,000,000 20.67 19.14 6.89 5.51 SHAREHOLDER Voting rights Fully paid ordinary shares Subject to any rights or restrictions attached to any class of shares, at a meeting of members, on a show of hands, each member present (in person, by proxy, attorney or representative) has one vote and on a poll, each member present (in person, by proxy, attorney or representative) has one vote for each fully paid share they hold. INFORMATION Options Option holders will be entitled on payment of the exercise price of $0.20 per share to be allotted one ordinary fully paid share in the Company for each Option exercised. Options are exercisable in whole or in part at any time until 31 December 2007. Any Options not exercised before expiry will lapse. Distribution of equity security holders Category 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Total number of security holders Ordinary shares Options 2 20 334 202 18 576 1 330 99 90 26 546 The number of shareholders holding less than a marketable parcel of ordinary shares is 10. On market buy-back There is no current on-market buy-back. 41 Shareholder Information Twenty largest shareholders The names of the 20 largest holders of fully paid ordinary shares constituting a class of quoted equity securities on the Australian Stock Exchange Limited including the number and percentage held by those holders at 16 September 2003 are as follows. Name Number of fully paid ordinary shares held Percentage held Beach Petroleum Limited BBY Nominees Pty Ltd Joseph Fred Houldsworth Killoran NL & Kurana Pty Ltd Mandurang Pty Ltd Fox Resources Limited Aurelius Resources Pty Ltd Commonwealth Custodial Services Limited Far Corners Minerals NL Kinver Mining NL Push Button Pty Ltd Westex Resources Pty Ltd Kytron Pty Ltd Bullabulling Pty Ltd Mr Brian Peter Byass Equifast Nominees Pty Ltd Barminco Pty Ltd Mr Adrian Porter & Mr Neil Wallace (Adrian Porter Family a/c) Tromso Pty Limited Dr Robert Haslingden Wilson 7,500,002 6,944,789 2,500,000 2,000,000 1,574,300 1,550,000 1,510,000 1,000,000 1,000,000 500,000 395,700 350,000 275,000 250,000 250,000 195,000 150,000 100,000 100,000 100,000 28,244,791 20.67 19.14 6.89 5.51 4.34 4.27 4.16 2.76 2.76 1.38 1.09 0.96 0.76 0.69 0.69 0.54 0.41 0.28 0.28 0.28 77.84 42 Shareholder Information Twenty largest option holders The names of the 20 largest holders of options constituting a class of quoted equity securities quoted on the Australian Stock Exchange Limited including the number and percentage held by those holders as at 16 September 2003 are as follows. Name Number of options held Percentage held Mandurang Pty Ltd Aurelius Resources Pty Ltd Joseph Fred Houldsworth Killoran NL & Kurana Pty Ltd Rosalind Mary Smart Fox Resources Limited Domenico Antonio Francese Dr Richard Kenneth Hart & Ms Lynette Mary Hart (Hart Super Fund a/c) Commonwealth Custodial Services Limited Far Corners Minerals NL First Avenue Investments Pty Ltd BBY Nominees Pty Ltd Mr Terry Ronald Sharp & Ms Lynette Catherine Sharp (Sharp Family a/c) Mr Raul Used College Street Nominees Pty Ltd Kinver Mining NL Mr William Mark Castleden Mr Kevin Arthur Thomas & Mrs Barbara Thomas Mr Terry Ronald Sharp & Ms Lynette Catherine Sharp (Super Sharp Super Fund a/c) Westex Resources Pty ltd 2,707,150 2,705,000 2,000,000 2,000,000 1,500,000 775,000 625,000 601,000 500,000 500,000 500,000 365,000 312,000 299,999 250,000 250,000 200,000 200,000 186,750 175,000 16,651,899 11.83 11.82 8.74 8.74 6.55 3.39 2.73 2.63 2.18 2.18 2.18 1.59 1.36 1.31 1.09 1.09 0.87 0.87 0.82 0.76 72.75 43 Shareholder Information Unquoted equity securities Fully paid ordinary Shares Details of fully paid ordinary shares on issue which are unquoted restricted securities that are subject to the ASX escrow provisions are as follows. Date until which securities are to be held in escrow Number of unquoted fully paid ordinary shares on issue Number of holders 5 November 2003 24 March 2004 24 March 2005 422,850 3,250,000 14,277,152 17,950,002 5 5 6 11 Options Details of options exercisable by 31 December 2007 at $0.20 on issue which are unquoted restricted securities that are subject to the ASX escrow provisions are as follows. Date until which securities are to be held in escrow Number of unquoted options on issue Number of holders 5 November 2003 24 March 2004 24 March 2005 836,425 2,625,000 10,288,575 13,750,000 6 5 8 19 44 RAMELIUS RESOURCES LTD PROJECT LOCATIONS WESTERN AUSTRALIA 0 500 km Broome Port Hedland Dampier Carnarvon Geraldton PERTH Bunbury Esperance Albany Ramelius Resources Limited Corporate Directory Ramelius Resources Limited ACN 001 717 540 ABN 51 001 717 540 Incorporated in NSW Non-Executive Chairman Robert Michael Kennedy, ASAIT, Grad, Dip (Systems Analysis), FCA, ACIS, FAIM, FAICD Non-Executive Director Reginald George Nelson, BSc,, Hon Life Member Society of Exploration Geophysicists, FAusIMM, FAICD. Managing Director Joseph Fred Houldsworth Company Secretary Domenico Antonio Francese, B.Ec, FCA., ASIA Principal Registered Office Ramelius Resources Limited 140 Greenhill Road Unley SA 5061 Telephone: (08) 8373 6473 Facsimile: (08) 8373 5933 Email info@rameliusresources.com.au Website www.rameliusresources.com.au Location of Share Registrar Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street Adelaide SA 5000 Telephone: (08) 8236 2300 Facsimile: (08) 8236 2305 Email: info@computershare.com.au Auditor Grant Thornton Chartered Accountants 67 Greenhill Road Wayville SA 5034 Stock Exchange The Company is listed on the Australian Stock Exchange Limited. The Home Exchange is Adelaide. ASX codes: Shares : RMS Options: RMSO A gold company with a difference