Ramelius Resources Limited ABN 51 001 717 540

This is the fifth supplementary bidder's statement (Fifth Supplementary Bidder's Statement) under section 643 of the Corporations Act 2001 (Cth) issued by Ramelius Resources Limited ACN 001 717 540 (Ramelius) in connection with Ramelius' off-market takeover bid for all the ordinary shares in Explaurum Limited ACN 114 175 138 (Explaurum) contained in Ramelius' bidder's statement dated 10 September 2018 (Bidder's Statement).

This Fifth Supplementary Bidder's Statement supplements, and should be read together with, the Bidder's Statement, the first supplementary bidder's statement dated 20 September 2018 (First Supplementary Bidder's Statement), the second supplementary bidder's statement dated 2 November 2018 (Second Supplementary Bidder's Statement), the third bidder's statement dated 13 November 2018 (Third Supplementary Bidder's Statement) and the fourth bidder's statement dated 4 December 2018 (Fourth Supplementary Bidder's Statement).

Unless the context requires otherwise, terms defined in the Bidder's Statement have the same meaning in this Fifth Supplementary Bidder's Statement.

A copy of this Fifth Supplementary Bidder's Statement was lodged with ASIC on 13 December 2018. This document will prevail to the extent of any inconsistency with the Bidder's Statement (as supplemented and replaced). Neither ASIC nor any of its officers take any responsibility for the content of this Fifth Supplementary Bidder's Statement.

Fifth Supplementary Bidder's Statement

1. EXPLAURUM TAKEOVER UPDATE

Ramelius attaches an ASX announcement: Ramelius Resources announces improved, best and final takeover offer for Explaurum Limited, dated 13 December 2018, as Annexure A to this Fifth Supplementary Bidder's Statement (ASX Announcement).

2. INCREASE IN OFFER CONSIDERATION

2.1 Increased Consideration terms

As disclosed in the ASX Announcement, Ramelius announced an improvement to the Offer price set out in the Bidder's Statement.

Ramelius varies its Offer by increasing the Offer price from 1 Ramelius Share for every 4 Explaurum Shares to a BEST AND FINAL PRICE of 1 Ramelius Share for every 4 Explaurum Shares plus an additional $0.02 cash per Explaurum Share (Increased Consideration).

A copy of the notice of variation to increase the Offer Consideration that was lodged with ASIC on 13 December 2018 is attached as Annexure B to this Fifth Supplementary Bidder's Statement (Notice of Variation).

The Increased Consideration has an aggregate implied value of A$0.134 per Explaurum Share based upon the closing price of Ramelius Shares on the ASX of A$0.455 as at 12 December 2018, which represents an increase of:

• (a) 57.6% to Explaurum's closing price of A$0.085 on 12 December 2018;
• (b) 54.0% to Explaurum's 10-Day VWAP of A$0.087, up to and including 12 December 2018; and
• (c) 11.7% to the consideration payable by Alkane Resources Limited pursuant to its agreement with Explaurum, as announced on 29 October 2018 (Alkane Transaction).

The implied value of the Offer will change as a consequence of changes in the ASX trading price of Ramelius Shares from time to time.

In accordance with section 650B(2) of the Corporations Act, Explaurum Shareholders who have already accepted the Offer will be entitled to receive the Increased Consideration.

2.2 Proposed Loan to Explaurum

As disclosed in the ASX Announcement (a copy of which is set out in Annexure A to this Fifth Supplementary Bidder's Statement), Ramelius has offered to extend to Explaurum an unsecured, interest-free loan facility to enable Explaurum to continue as a going concern (Proposed Loan), with such loan to be repayable on the earlier of 1 July 2019 and an event of default occurring under the agreement, being the occurrence of any of the following (either by Explaurum or, where the context requires, any member of the Explaurum Group):

• (a) Misrepresentation: any warranty or statement made or repeated in or in connection with the loan agreement is untrue or misleading (whether by omission or otherwise) when so made or becomes untrue or misleading when taken as a whole.

• (b) Involuntary winding up: an application or order is made for the winding up of Explaurum or for the appointment of a liquidator.

• (c) Voluntary winding up: Explaurum passes a resolution for its winding up.

• (d) Receiver: a receiver, controller (within the meaning of section 9 of the Corporations Act) or analogous person is appointed to, or takes possession of all, or any part of the assets of Explaurum.

• (e) Insolvency: Explaurum:

  • (i) suspends payments to creditors generally;
  • (ii) becomes an externally-administered body corporate within the meaning of the Corporations Act;
  • (iii) becomes subject to administration under Part 5.3A of Chapter 5 of the Corporations Act, or steps are taken which could reasonably be expected to result in Explaurum becoming so subject; or
  • (iv) is or states that it is, or is deemed by applicable law to be, unable to pay its debts as and when they fall due.

• (f) Suspension: Explaurum Shares are suspended by the ASX for a period of more than 10 trading days (as defined by ASX) in aggregate between the date of the loan agreement and the repayment date.

• (g) Reduction of capital: Explaurum taking action to reduce its capital or buy back any of its shares or other securities.

• (h) Further indebtedness: Explaurum incurring or agreeing to incur any further indebtedness other than creditors in the ordinary course of ordinary business and, without limiting this clause, not incurring or agreeing to incur any indebtedness (either under one agreement or a series of similar agreements) for an aggregate amount of greater than $250,000.

• (i) Encumbrance: Explaurum granting or creating any encumbrance, mortgage or similar over any or all of its assets.

• (j) Remuneration: Explaurum paying or agreeing to pay any bonus or redundancy amount to any director or officer except to the extent required by law and in any event consistent with the Listing Rules of the ASX and the Corporations Act 2001 (Cth).

• (k) Good standing: Explaurum not maintaining any or all of its assets in good standing.

• (l) Disposal of assets: without the prior consent of Ramelius (not to be unreasonably withheld or delayed), Explaurum selling, disposing or granting to any third party, (including by way of joint venture or similar) any interest in any of its assets (or agreeing to do any of those things).

• (m) Payment limit: without the prior consent of Ramelius (not to be unreasonably withheld or delayed) Explaurum pays to any party an amount exceeding $250,000 either in one transaction or a series of transactions.

• (n) Breach of Agreement: Explaurum is in material breach of the loan agreement and (if capably of being rectified) Explaurum fails to rectify that breach within 5 business days of written notice from Ramelius.

In addition, Explaurum would be required to use any funds raised from the issue of additional Explaurum securities (including any instrument capable of conversion into Explaurum securities or arising from the issue of Explaurum Shares upon the exercise of existing Explaurum Options) towards early repayment of the loan.

2.3 Intention of certain Explaurum Shareholders to accept into Offer

As disclosed in the ASX Announcement (a copy of which is set out in Annexure A to this Fifth Supplementary Bidder's Statement), the following Explaurum Shareholders have indicated in writing to Ramelius that they will accept the Increased Consideration by 5.00 pm (WST) on 14 December 2018 and vote their Explaurum Shares against the Alkane Transaction at the general meeting scheduled to occur on 21 December 2018, or any adjournment or postponement of that meeting:

(together, the Accepting Explaurum Shareholders).

As at 12 December 2018, Ramelius' voting power in Explaurum was 5.65% (comprising 27,194,439 Explaurum Shares out of a total 481,412,320 Explaurum Shares). Upon acceptance by Accepting Explaurum Shareholders of the Increased Consideration, Ramelius' voting power in Explaurum will be 19.9%.

2.4 Source of consideration

If acceptances are received for all Explaurum Shares on issue as at the date of this Fifth Supplementary Bidder's Statement, the amount of cash that Ramelius would be required to pay under the Offer would be approximately A$9,628,246.

In addition, if:

• (a) holders of all Explaurum Options on issue as at the date of this Fifth Supplementary Bidder's Statement exercise those Explaurum Options and accept the Offer in respect of the Explaurum Shares issued to them, an additional A$451,502 will be payable by Ramelius under the Offer; and
• (b) all Explaurum Performance Rights were to vest and all holders of those Explaurum Performance Rights were to exercise those rights and accept the Offer in respect of the Explaurum Shares issued to them, an additional A$380,000 will be payable by Ramelius under the Offer.

Finally, under the Proposed Loan, Ramelius has offered to provide a loan facility to Explaurum to enable Explaurum to continue as a going concern.

Accordingly, the maximum amount of cash that Ramelius could be required to pay under the Offer is approximately A$10,459,749. In addition to the cash consideration, there will also be transaction costs and the Proposed Loan.

The cash consideration payable under the Offer, together with the amount to be provided under the Proposed Loan and the transaction costs will be provided from Ramelius' existing cash reserves. As at 30 September 2018, Ramelius had cash holdings and gold on hand of approximately A$102.4 million.

3. INTENTION TO WAIVE CONDITIONS

As at the date of this Fifth Supplementary Bidder's Statement, the Offer remains subject to all of the Conditions of the Offer as set out in section 12.8 of the Bidder's Statement.

However, as described in the ASX Announcement (a copy of which is set out in Annexure A of this Fifth Supplementary Bidder's Statement), if Explaurum Shareholders do not approve the Alkane Transaction or that transaction does not otherwise proceed, Ramelius intends to immediately free the Offer from all Conditions and provide the Offer Consideration to those Explaurum Shareholders who have accepted into the Offer at that time within 14 days thereafter.

This means that if you accept the Offer and Explaurum Shareholders do not approve the Alkane Transaction or that transaction does not otherwise proceed, assuming Ramelius declares the Offer free from all Conditions on 21 December 2018, you will receive the Increase Consideration within 14 days thereafter.

4. EXTENSION OF OFFER PERIOD

Ramelius has varied its bid by extending the period during which the Offer will remain open so that the Offer will now close at 5:00pm (WST) on 25 January 2019 (unless further extended or withdrawn) (Extended Offer Period). The Notice of Variation, which among other things extends the Offer period, accompanies this Fifth Supplementary Bidder's Statement, attached as Annexure B.

Consequently, the date the Company must give notice of the status of the defeating conditions of the Offer (as required by subsection 630(2) of the Corporations Act) is now 18 January 2019 (see the Extension Notice attached as Annexure C).

As the variation (combined with the previous variations) results in the Company varying the Offer in a way that postpones the time for Ramelius to meet its obligations under the bid by more than one month, each person whom Ramelius has made an Offer and who has accepted the Offer before the date of the Extension Notice, has the right to withdraw their acceptance within one month, beginning on the day after receiving the Notice in accordance with section 650E of the Corporations Act.

Further information on the right to withdraw an acceptance of the Offer is set out in the Notice of Variation (Annexure B of this Fifth Supplementary Bidder's Statement).

5. HOW TO ACCEPT THE OFFER

5.1 How to accept the Offer

How you accept the Offer depends on whether Your Explaurum Shares are held in an Issuer Sponsored Holding or a CHESS Holding. This information is shown on your personalised Acceptance Form.

For Issuer Sponsored Holdings of Explaurum Shares (such holdings will be evidenced by an 'I' appearing next to your holder number on the enclosed Acceptance Form):

To accept the Offer and receive the Increased Consideration, complete and sign the Acceptance Form enclosed with this Fifth Supplementary Bidder's Statement in accordance with the instructions on it and return it to the address indicated on the form before the Offer closes.

For CHESS Holdings of Explaurum Shares (such holdings will be evidenced by an 'X' appearing next to your holder number on the enclosed Acceptance Form):

To accept the Offer, either complete and sign the Acceptance Form enclosed with this Fifth Supplementary Bidder's Statement in accordance with the instructions on it and return it to the address indicated on the form or instruct your Controlling Participant (normally your broker) to accept the Offer on your behalf before the Offer closes.

For Participants:

If you are a Participant, acceptance of the Offer must be initiated in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the Offer closes.

Your acceptance must be received by no later than 5.00 pm (WST) on 25 January 2019, unless the Offer is further extended or withdrawn.

If you have any questions about how to accept the Offer please contact the Offer Information Line on 1800 237 687 (within Australia) or +61 1800 237 687 (from outside of Australia), Monday to Friday between 8.30am to 5.30pm (WST).

You should refer to section 12.3 of the Bidder's Statement for more information as to how to accept the Offer.

5.2 If you have already accepted the Offer

If you have already accepted the Offer, no action is required. You will automatically receive the Increased Consideration.

In accordance with s650B(2) of the Corporations Act, Explaurum Shareholders who have already accepted the Offer are automatically entitled to the Increased Offer and do not need to complete another Acceptance Form.

5.3 Can I accept using the original Acceptance Form?

Yes. You can accept the Offer and receive the Increased Consideration using the original form which includes the original Offer consideration.

5.4 Where do I get my acceptance form?

Your new acceptance form is enclosed with this Fifth Supplementary Bidder's Statement.

If you would like to receive another copy or would prefer an email copy, please contact the Offer Information Line on 1800 237 687 (within Australia) or +61 1800 237 687 (from outside of Australia), Monday to Friday between 8.30am to 5.30pm (WST).

6. ADDITIONAL INFORMATION

6.1 Australian tax implications

Section 13 of the Bidder's Statement provides a general description of the Australian income and capital gains tax consequences to Explaurum Shareholders of the acceptance of the Offer.

As a result of the proposed introduction of the cash component of the Offer pursuant to the Increased Consideration, the following additional Australian taxation implications should be taken into account by Australian resident Explaurum Shareholders:

• (a) The cash component will be assessable to Australian tax on the disposal of Explaurum Shares held as trading stock.
• (b) The cash component will form part of the calculation of an assessable gain or deductible loss on the disposal of Explaurum Shares held on revenue account but not as trading stock.
• (c) For the purposes of calculating any capital gain or loss on the disposal of Explaurum Shares, the cash component will form part of the capital proceeds of disposal.
• (d) If an Explaurum Shareholder is able to claim scrip for scrip rollover relief under the capital gains tax rules on the disposal of Explaurum Shares, the rollover relief (if chosen) will only apply to the portion of the capital gain that relates to the non-cash component of the Offer Consideration.
• (e) The capital gain that relates to the cash component of the Offer Consideration (if scrip for scrip rollover relief for the remainder of the gain is available and chosen) will be the cash component of the Offer Consideration less the cost base of the Explaurum Shares attributable to the cash component. This may be reduced under the capital gains discount rules if the Explaurum Shares were held for at least 12 months by an individual or trustee shareholder.

The same additional tax considerations (above) should be taken into account by Foreign Explaurum Shareholders, subject to the matters discussed in section 12.7 of the Bidder's Statement.

Ramelius reiterates that the summaries of potential Australian income and capital gains tax consequences in the Bidder's Statement and this Fifth Supplementary Bidder's Statement are not intended to be an authoritative or complete statement of the law applicable to the particular circumstances of every Explaurum Shareholder. Explaurum Shareholders should seek independent professional advice in relation to their own particular circumstances.

6.2 Ramelius' current interest in Explaurum

As at 12 December 2018, Ramelius has received acceptances of the Offer in respect of 27,194,439 Explaurum Shares and according has a Relevant Interest and voting power in Explaurum of 5.65%.

Upon acceptance by Accepting Explaurum Shareholders of the Offer, Ramelius' voting power in Explaurum will increase to 19.9%.

6.3 Consent

Each of the Accepting Explaurum Shares has given, and has not, before the date of this Fifth Supplementary Bidder's Statement (being the date this Fifth Supplementary Bidder's Statement is lodged with ASIC), withdrawn their consent to be named in this Fifth Supplementary Bidder's Statement in the form and context in which it is so named.

6.4 No other material information

Except as set out in this Fifth Supplementary Bidder's Statement (including any annexures), there is no other information that:

• (a) is material to the making of a decision by a Explaurum Shareholder whether or not to accept the Offer;
• (b) is known to Ramelius; and
• (c) has not previously been disclosed to Explaurum Shareholders.

For further details on the Offer, please refer to the Bidder's Statement.

If you have any questions in relation to the Offer; how to accept the Offer; or if you have lost your Acceptance Form and require a replacement, please contact the Offer Information Line on 1800 237 687 (within Australia) or +61 1800 237 687 (from outside of Australia), Monday to Friday between 8.30am to 5.30pm (WST).

7. NEXT STEPS

Ramelius encourages Explaurum Shareholders to accept the Offer as soon as possible. The Offer will remain open for acceptance until 5.00pm (WST) on 25 January 2019 (unless further extended under the Corporations Act).

Full details on how to accept the Offer are contained in section 5 of this Fifth Supplementary Bidder's Statement.

APPROVAL OF FIFTH SUPPLEMENTARY BIDDER'S STATEMENT

This Fifth Supplementary Bidder's Statement has been approved by a unanimous resolution of the directors of Ramelius.

Signed for and on behalf of

Ramelius Resources Limited

Mark Zeptner

Managing Director

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Annexure A - ASX Announcement

13 December 2018

Ramelius Resources announces improved, best and final takeover offer for Explaurum Limited

Highlights

• · Ramelius intends to improve its current scrip offer by $0.02 cash per share in addition to existing consideration of 1 Ramelius share for every 4 Explaurum shares
• · Best and Final total consideration $0.1341 per share, being a 57.6% premium to the last closing price of Explaurum shares2 and a 11.7% premium to the subscription price of the Alkane Transaction
• · Major Explaurum shareholders representing approximately 14.3% of Explaurum intend to accept the Improved Offer and vote against the Alkane Transaction. This would increase Ramelius' relevant interest in Explaurum to 19.9%.
• · Ramelius believes the revised offer should fall within the Independent Expert's valuation range of Explaurum and should therefore be considered as 'Fair and Reasonable'3
• · Ramelius offers to provide a finance facility to Explaurum to ensure solvency during bid process
• · Offer extended to 25 January 2019

Overview

Ramelius Resources Limited (ASX:RMS) (Ramelius) intends to improve the consideration under its off-market takeover bid (Improved Offer) via a Best and Final offer to acquire all of the ordinary shares of Explaurum Limited (ASX:EXU) (Explaurum), a gold exploration and development company focussed on the Tampia Hill Project, located near Narembeen, 240km east of Perth in Western Australia.

Under the Improved Offer, Explaurum Shareholders (including those who have already accepted into the Offer) will receive:

• · one (1) Ramelius share for every four (4) Explaurum shares held; plus
• · A$0.02 cash for every Explaurum share held.

This Improved Offer values Explaurum Shares at A$0.134 each, based on the closing price of Ramelius shares as at 12 December 2018, which represents a premium of:

• · 57.6% to Explaurum's last closing price of A$0.085 on 12 December 2018;
• · 54.0% to Explaurum's 10-Day VWAP of A$0.087, up to and including 12 December 2018; and
• · a 11.7% premium to the subscription price of the Alkane Transaction

This Improved Offer is Ramelius' BEST AND FINAL OFFER and will not be increased.

13 December 2018 ISSUED CAPITAL Ordinary Shares: 528M DIRECTORS

NON-EXECUTIVE CHAIRMAN: Kevin Lines MANAGING DIRECTOR: Mark Zeptner NON-EXECUTIVE DIRECTORS: Michael Bohm David Southam

www.rameliusresources.com.au www.ramel

RAMELIUS RESOURCES LIMITED RAMELI

Registered Office Level 1, 130 Royal Street East Perth, WA 6004 Tel +61 8 9202 1127 PO Box 6070 East Perth, WA 6892 Eas Tel +61 ere Level Regist

1 Based on the closing price of Ramelius shares as at 12 December 2018 of A$0.455 per share

2 Based on the closing price of Explaurum shares as at 12 December 2018 of A$0.085 per share

3Refer to the section headed "Offer Value" on page 2 of this announcement for further information.

Ramelius has taken this step, in light of approaches received from Explaurum shareholders and has received written indications of support for this proposal from shareholders representing approximately 14.3% of Explaurum which when combined with acceptances already received under the Offer, totals 19.9% of Explaurum.

The Improved Offer will have its closing date extended to 25 January 2019.

In light of the above feedback received, Ramelius is very confident that the Improved Offer will be well supported by Explaurum shareholders.

Intention to waive bid conditions

The Improved Offer remains subject to all of the Conditions of the Offer as set out in section 12.8 of the Bidder's Statement.

However, if Explaurum Shareholders do not approve the Alkane Transaction or that transaction does not otherwise proceed, Ramelius intends to make the offer immediately UNCONDITIONAL and provide the Offer Consideration to those Explaurum Shareholders who have accepted into the Offer at that time within 14 days thereafter.

This means that if the Explaurum general meeting proceeds on 21 December 2018 and Explaurum Shareholders do not approve the Alkane Transaction at that meeting, Ramelius will declare the Offer free from all Conditions immediately after the meeting and accepting Explaurum Shareholders will receive the Improved Offer within 14 days thereafter .

Those Explaurum shareholders representing approximately 14.3% of Explaurum who have indicated to Ramelius their support for the Improved Offer have also indicated that they intend to vote their Explaurum Shares against the Alkane Transaction.

If the Alkane Transaction completes, Ramelius will not proceed with the offer and Explaurum shareholders will not be entitled to receive the consideration from Ramelius.

Offer Value

Ramelius refers to the Independent Expert's Report issued by BDO and is of the view that the Improved Offer is "fair and reasonable".

The value range of EXU (as set out in the Independent Expert's Report relative to the Improved Offer4 ) is as follows:

Pursuant to ASIC Regulatory Guide 111, the Offer is considered to be fair if the value of the Offer is equal to or greater than the value of the securities that are the subject of the offer (i.e. the value per Explaurum share). Ramelius believes that the above chart clearly demonstrates that the Improved Offer is fair when the valuation metrics as used by BDO are applied. Under ASIC Regulatory Guide 111, a transaction is considered "reasonable" if it is "fair". Accordingly, as a consequence of the Offer being "fair" then it must also be assessed as reasonable and the factors considered by BDO in section 2.3 of the Independent Expert's Report (including the Alkane Transaction) become irrelevant.

In the view of Ramelius, the Improved Offer should be considered as both fair and reasonable.

4Refer to page 4 of the Independent Expert's Report released by Explaurum on 4 December 2018

Ramelius to offer finance to Explaurum

Recognising the fact that Explaurum is financially exposed if shareholders do not approve the Alkane Transaction, Ramelius has offered to Explaurum in writing that it is prepared to extend a line of credit via an unsecured, interest-free loan to allow Explaurum to meet its financial commitments as and when they fall due. Such loan would be on terms standard for an agreement of this nature.

Background to Improved Offer

Ramelius remains of the belief that the combination of the two companies represents a compelling argument for mutually enhanced shareholder value. As part of discussions with the Explaurum board and management team over the past month, the Company conducted a confirmatory due diligence process over key aspects of the Tampia Hill Project.

For the purpose of clarity, Ramelius did not proceed with its original proposal to increase its offer by $0.05 due to a number of factors that impacted economic returns including:

• · Explaurum's use of a Multiple Indicator Kriging (MIK) resource model when compiling the Tampia Hill JORC Resources: an MIK model does not apply any top-cuts to the Resource model. Ramelius believes that the use of an Ordinary Kriged (OK) model with various top-cuts would be more appropriate for the Tampia Hill orebody, which is likely to result in reduction in the overall size of the resource.
• · Aggressive modifying factors: Ramelius believes using more appropriate modifying factors, specifically covering dilution and ore recovery, the tonnage/grade profile would be further reduced. These issues were also raised by CSA Global in the Independent Expert report and they noted that the "magnitude of the effect[s] [being the use of more appropriate factors] may be significant".
• · Ore block shapes and sizes: there were a number of ore blocks identified by Explaurum that, in the view of Ramelius, could not be mined in a cost efficient manner due their narrow size as well as the movement induced by drilling and blasting.
• · Metallurgical recoveries: Ramelius were unable to gain sufficient confidence with respect to the 92% average gold recovery figure used in the Explaurum Feasibility Study.

The results of the above due diligence indicated the Tampia resource (as re-estimated by Ramelius), was unlikely to financially support the immediate construction of a stand-alone processing facility without additional future exploration efforts and further technical studies, particularly around metallurgical recoveries.

Ramelius then considered whether or not a trucking option to Edna May would generate a sufficient economic return. As expected, increasing the cut-off grade generated a smaller pit design but with a higher overall grade. Based on the due diligence by Ramelius, a trucking model indicated that an acceptable return on capital could be achieved based on the Improved Offer.

Managing Director, Mark Zeptner, said of the Improved Offer: "We see our Improved Offer as striking an ideal balance in our desire to provide value accretive returns to shareholders of both companies as we work towards the development of the Tampia Project. We remain committed to carrying out a Strategic Review, typically over several months (as opposed to several weeks), using additional information from further drilling, metallurgical test work and on-the-ground assessment of exploration potential, before finalising the best economic option for the asset.

We have received strong support from major shareholders of Explaurum and we are of the view that our offer represents an excellent outcome for both Explaurum and Ramelius shareholders."

Toll Free Information Line

A toll-free information line is established for the purposes of the Offer. Shareholders can contact the Offer Information Line on 1800 237 687 (within Australia) or +61 1800 237 687 (from outside of Australia), Monday to Friday between 8.30am to 5.30pm (WST).

Investor enquiries:

Mark Zeptner Tim Manners Duncan Gordon Managing Director Chief Financial Officer Executive Director Ramelius Resources Ltd Ramelius Resources Ltd Adelaide Equity Partners Ph: +61 8 9202 1127 Ph: + 61 8 9202 1127 Ph: +61 404 006 444

Media enquiries:

Luke Forrestal

Senior Account Director Media & Capital Partners Ph: +61 411 479 144

About Ramelius

Ramelius owns and operates the Mt Magnet, Edna May and Vivien gold mines, all in Western Australia (refer Figure 1).

Ore from the high-grade Vivien underground mine, located near Leinster, is hauled to the Mt Magnet processing plant where it is blended with ore from both underground and open pit sources at Mt Magnet.

The Edna May operation, purchased from Evolution Mining in October 2017, is currently feeding the adjacent processing plant with ore from stockpiles whilst both an underground (Edna May) and open pit (Greenfinch) operation are being developed.

Figure 1: Ramelius' Operations & Development Project Locations

Annexure B – Notice of Variation

RAMELIUS RESOURCES LIMITED

ACN 001 717 540

Notice under section 650D(1) Corporations Act 2001 (Cth)

Variation of offer – increase of offer consideration and extension of offer period

To Australian Securities and Investments Commission (ASIC);

Explaurum Limited (ACN 114 175 138) (Explaurum);

ASX Limited (ASX); and

In accordance with ASIC Class Order [13/521], to those persons shown as holders of Explaurum Shares in the register of members of Explaurum as at 11 December 2018, and to each person to whom an Offer was made pursuant to the Bidder's Statement dated 10 September 2018 (as supplemented) (Bidder's Statement) by Ramelius Resources Limited (ACN 001 717 540) (Ramelius).

Unless the context requires otherwise, defined terms in the Bidder's Statement issued by Ramelius have the same meaning in this notice.

1. INCREASE OF OFFER CONSIDERATION

Geopacific gives notice under section 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act) that:

• (a) it varies the Offer by increasing the consideration under the Offer from 1 Ramelius Share for every 4 Explaurum Shares to 1 Ramelius Share for every 4 Explaurum Shares plus an additional $0.02 cash per Explaurum Share;
• (b) accordingly, the Offer is varied by replacing "1 Ramelius Share for every 4 of Your Explaurum Shares" with "1 Ramelius Share for every 4 of Your Explaurum Shares plus an additional $0.02 cash for each of Your Explaurum Share" in each place in which it appears in section 12 of (and in every other place in which it appears in) the Bidder's Statement and Acceptance Form; and
• (c) various calculations and statements in the Bidder's Statement are based on the original bid consideration of "1 Ramelius Share for every 4 of Your Explaurum Shares" and remain correct on this basis.

The increased offer consideration will apply to all Explaurum shareholders who accept Ramelius' Offer, including those Explaurum shareholders who have already accepted the Offer.

2. THIRD EXTENSION OF OFFER PERIOD

Ramelius gives notice under section 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act) that pursuant to section 650C of the Corporations Act:

• (a) it varies the Offer by extending the offer period so that the Offer will remain open for acceptance until 5:00pm (WST) on 25 January 2019, unless further extended or withdrawn in accordance with the Corporations Act;
• (b) remains subject to defeating conditions; and
• (c) accordingly, the Offer is varied by:
  • (i) replacing "5.00pm (WST) on 21 December 2018" with "5.00pm (WST) on 25 January 2019" on the first two pages and in the sections 2, 3 and 12.2 of the Bidder's Statement; and

(ii) replacing "5.00pm (WST) on 21 December 2018 with "5.00pm (WST) on 25 January 2019" in each place in which it appears on the Acceptance Form.

3. LODGEMENT WITH ASIC

A copy of this notice was lodged with ASIC on 13 December 2018. ASIC takes no responsibility for the contents of this notice.

4. WITHDRAWAL RIGHT

As a result of the Offer Period being extended, Ramelius hereby gives notice in accordance with section 650D(1)(a)(ii) of the Corporations Act that if you have validly accepted the Offer on or before the date of this notice, you have a right to withdraw that acceptance in accordance with section 650E of the Corporations Act.

If you wish to withdraw your acceptance, you must give Ramelius written notice (Withdrawal Notice) of the withdrawal of your acceptance of the Offer within 1 month (Withdrawal Period) beginning on the day after the day on which you receive this notice. If a Withdrawal Notice is received after the Withdrawal Period, it will not be accepted and, accordingly, the purported exercise of your right to withdraw your acceptance will not be effective.

There are different ways to provide a Withdrawal Notice, depending on how you hold Your Explaurum Shares:

Issuer sponsored holdings: A Withdrawal Notice must be sent to Ramelius in writing to:

Computershare Investor Services Pty Limited GPO Box 1326 Adelaide, South Australia, 5001

CHESS Holdings: A Withdrawal Notice must be given in the form of:

• (a) A valid originating message transmitted to ASX Settlement Pty Ltd by your Controlling Participant (usually your broker) in accordance with rule 14.16.1 of the ASX Settlement Operating Rules; or
• (b) A notice in writing to Ramelius setting out the information that Ramelius requires to enable it to transmit a valid message to ASX Settlement Pty Ltd on your behalf in accordance with rule 14.16.5 of the ASX Settlement Operating Rules, which is sent to Ramelius by post as set out above.

In order to assist Ramelius to process withdrawals, please ensure any Withdrawal Notice sent to Ramelius sets out the full name of the registered Explaurum Shareholder withdrawing its acceptance as well as the number of Explaurum Shares for which the Explaurum Shareholder is seeking to exercise its withdrawal right.

If you are legally entitled to give a Withdrawal Notice, and do so within the Withdrawal Period, then within 14 Business Days after the day on which you give the Withdrawal Notice, Ramelius will return to you any documents that you sent to Ramelius with your Acceptance Form.

If you have already accepted Ramelius' Offer and do not wish to withdraw your acceptance, you do not need to do anything.

Date: 13 December 2018

This notice has been approved by a unanimous resolution passed by all the directors of Ramelius under section 650D(3A) of the Corporations Act, as modified by ASIC Class Order [CO 13/521].

Annexure C - Extension Notice

RAMELIUS RESOURCES LIMITED

ACN 001 717 540

Notice under section 630(2)(b) Corporations Act 2001 (Cth)

New date for giving notice of status of conditions

To ASX Limited; and

Explaurum Limited (ACN 114 175 138) (Explaurum).

For the purposes of section 630(2)(b) of the Corporations Act 2001 (Cth) (Corporations Act), Ramelius Resources Limited (ACN 001 717 540) (Ramelius) gives notice that:

• the offer period under the takeover offer by Ramelius for all the fully paid ordinary $(a)$ shares in Explaurum (Offer), which Offer, dated 25 September 2018, is contained in the Bidder's Statement issued by Ramelius dated 10 September 2018 (as supplemented) (Bidder's Statement), has been extended so that the Offer will remain open for acceptance until 5.00pm (WST) on 25 January 2019, unless further extended or withdrawn in accordance with the Corporations Act;
• the new date for giving notice of the status of the conditions to which the Offer is $(b)$ subject, as required by section 630(3) of the Corporations Act, is 18 January 2019; and
• as at the date of this notice, so far as Ramelius is aware, none of the conditions to the $(c)$ Offer have been fulfilled.

Dated: 13 December 2018

Mark Zeptner Managing Director On behalf of Ramelius Resources Limited