FREEHILL MINING LIMITED. — Capital/Financing Update 2017

Dec 18, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

FREEHILL MINING LIMITED

ABN 27 091 608 025

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	(a) Convertible Notes issued to sophisticated and professional investors (Series 1 Notes) (b) Convertible Notes issued to Yaniv Equity LP (Yaniv Notes) (c) Fully paid ordinaryshares
	(a) 578 Series 1 Notes, issued at $2,500 per note. (b) 849,375 Yaniv Notes, issued at US$1.00 per note. (c) 7,475,000 fully paid ordinaryshares

3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

(a) Series 1 Notes Duration: one year term ending 19 December 2018. Conversion: Series 1 Notes are convertible at any time within the one-year term into Freehill Mining fully paid ordinary shares, at $0.095 per share. Redemption: Series 1 Notes may be redeemed after one year if not previously converted. (b) Yaniv Notes Duration: one year term ending 19 December 2018. Conversion: Yaniv Notes are convertible at any time within the one-year term into Freehill Mining fully paid ordinary shares, at the lesser of $0.095 and the lowest trading price (in relation to arm’s length transactions only) during the 15 days immediately prior to the conversion notice date, per share. Redemption: Yaniv Notes may be redeemed during the term in accordance with the terms of the notes. (c) Shares are fully paid shares on the same terms as the existing fully paid ordinary shares on issue.

4 Do the[+] securities rank equally in (a) Series 1 Notes and Yaniv Notes: on all respects from the[+] issue date conversion, the shares issued will rank with an existing[+] class of quoted equally with fully paid ordinary shares in +securities? the Company from the date of allotment. (b) Shares: Yes, the shares rank equally with If the additional[+] securities do not existing ordinary shares. rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration (a) Series 1 Notes: $2,500 per note. (b) Yaniv Notes: for a total consideration of US$755,000. (c) Shares: Nil.

• See chapter 19 for defined terms.

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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	(a) Series 1 Notes and Yaniv Notes were issued to raise funds to complete preparatory work for the Company’s maiden drilling program, and to add to the Company’s working capital. (b) Shares are issued as an incentive to investors and promoters in relation to the Series 1 Notes.
	Yes
	23 November 2017
	(a) 578 Series 1 Notes. (b) 849,375 Yaniv Notes. (c) 7,475,000 fully paid ordinary shares.
	N/A
	N/A
	N/A
	N/A
	N/A

6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and+class of all+securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	7.1 Capacity: 11,609,434 7.1A Capacity: 34,979,117	7.1 Capacity: 11,609,434 7.1A Capacity: 34,979,117
	19 December 2017
	Number	+Class
	357,678,672	Fully Paid Ordinary Shares
	Number	+Class
	1,250,000 849,375 578	Performance rights issued on 6 February 2017 to the Company COO. Convertible Notes with a total value of US$755,000 issued on 18 December 2017, convertible at the lesser of $0.095 and the lowest trading price (in relation to arm’s length transactions only) during the 15 days immediately prior to the conversion notice date, per share. $2,500 Convertible Notes issued on 18 December 2017, convertible at $0.095 per share.
	The Board of the Company may from time to time determine to distribute the profits of the Company by way of a dividend amongst the Shareholders in proportion to the amounts paid upon the Shares held bythem.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Part 3 - Quotation of securities

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

34 Type of[+] securities ( tick one ) (a) +Securities described in Part 1 – Fully paid ordinary shares only

(b)[All other ][+][securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• See chapter 19 for defined terms.

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Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)

42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 19 December 2017 (Company Secretary) Print name: Joe Fekete

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [404 x 407] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 331,786,900 (as at listing date of 12
securities on issue 12 months before the January 2017)
+ issue date or date of agreement to issue
Add the following: 548,705 fully paid ordinary shares (Issued
7 August 2017, Rule 7.4)
• Number of fully paid [+] ordinary
securities issued in that 12 month 17,043,068 fully paid ordinary shares
period under an exception in rule 7.2 (Issued 11 September 2017, Rule 7.4)
• Number of fully paid [+] ordinary 412,500 fully paid ordinary shares (Issued
securities issued in that 12 month 10 October 2017, Rule 7.4)
period with shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil.
+ ordinary securities cancelled during that
12 month period
“A” 349,791,173
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	52,468,676
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	412,500 fully paid ordinary shares (8 November 2017) 578 convertible notes (which are convertible into a maximum of 17,035,790 fully paid ordinary shares) 849,375 convertible notes (which are convertible into a maximum of 15,935,952 fully paid ordinary shares) 7,475,000 fully paid ordinary shares (18 December 2017)
“C”	40,859,242
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	52,468,676
Subtract“C” Note: number must be same as shown in Step 3	40,859,242
Total[“A” x 0.15] – “C”	11,609,434 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 349,791,173 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 34,979,117

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued N/A or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” N/A

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	34,979,117
Subtract“E” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.10] – “E”	34,979,117 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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