FREEHILL MINING LIMITED. — Capital/Financing Update 2018

Jan 10, 2018

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).

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1 +Class of +securities issued orFully paid ordinary shares
to be issued
2 Number of [+] securities issued orNo share issue – rele a se of shares from
to be issued (if known) orescrow.
maximum number which may
be issued
3 P r i n c i p a l t e r m s o f t h e
+securities (e.g. if options,
exercise price and expiry date;
if partly paid [+] securities, the
amount outstanding and due
d a t e s f o r p a y m e n t ; i f
+convertible securities, the
conversion price and dates for
conversion)
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4 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
5 Issue price or consideration
Purpose of the issue
6 (If issued as consideration for
the acquisition of assets,
clearly identify those assets)
Is the entity an [+] eligible entityYes
6a 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
The date the security holder23 November 2017
6b resolution under rule 7.1A was
passed
Number of [+] securities issued
6c w i t h o u t s e c u r i t y h o l d e r
approval under rule 7.1
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• See chapter 19 for defined terms.

Appendix 3B Page 2

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	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 s o u r c e o f t h e V W A P calculation.
	6h	If+securities were issued under r u l e 7 . 1 A f o r n o n - c a s h consideration, state date on w h i c h v a l u a t i o n o f consideration was released to ASX Market Announcements
	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	7.1 Capacity: 11,609,4 7.1A Capacity: 34,979 34 ,117
	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.

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Number +Class
8 Number and [+] class of all 154,532,448 Fully Paid Ordinary
+securities quoted on ASX Shares
( including the +securities in
section 2 if applicable)
Number +Class
9 Number and [+] class of all1,250,000 Performance rights
+securities not quoted on ASX issued on 6 February
( including the +securities in 2017 to the
section 2 if applicable) Company COO.
799,312 Convertible Notes
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
578 Notes issued on 18
December 2017,
convertible at
$0.095 per share.
203,982,421 Fully Paid Ordinary
Shares subject to
ASX imposed
escrow.
10 Dividend policy (in the case ofThe Board of the Co m pany may from time
a trust, distribution policy) onto time determine to distribute the profits
the increased capital (interests) of the Company by way of a dividend
amongst the Shareh o lders in proportion to
the amounts paid u p on the Shares held
by them.
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• See chapter 19 for defined terms.

Appendix 3B Page 4

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Part 2 Pro rata issue

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11 Is security holder approvalN/A
required?
12 Is the issue renounceable orN/A
non-renounceable?
13 Ratio in which the [+] securitiesN/A
will be offered
14 +Class of +securities to whichN/A
the offer relates
15 +Record date to determine N/A
entitlements
16 Will holdings on differentN/A
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlementsN/A
in relation to fractions
18 Names of countries in which theN/A
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 N/A
acceptances or renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting feeN/A
or commission
22 Names of any brokers to the N/A
issue
23 Fee or commission payable toN/A
the broker to the issue
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24 Amount of any handling feeN/A
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25 If the issue is contingent on N/A
security holders’ approval, the
date of the meeting
26 D a t e e n t i t l e m e n t a n d N/A
acceptance form and offer
documents will be sent to
persons entitled
27 If the entity has issued options, N/A
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 (ifN/A
applicable)
29 Date rights trading will end (ifN/A
applicable)
30 How do security holders sell N/A
their entitlements in full through
a broker?
31 How do security holders sell N/A
part of their entitlements
through a broker and accept for
the balance?
32 How do security holders disposeN/A
of their entitlements (except by
sale through a broker)?
33 +Issue date N/A
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• See chapter 19 for defined terms.

Appendix 3B Page 6

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Part 3 Quotation of securities

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

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34 Type of [+] securities
( tick o ne )
(a) +Securities described in Part 1
(b) X 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
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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

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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
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Entities that have ticked box 34(b)

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38 Number of [+] securities for which 20, 516, 322
+quotation is sought
39 +Class of +securities for which Fully paid ordinary s hares.
quotation is sought
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40 Do the [+] securities rank equallyYes, the shares rank pari passu with
in all respects from the [+] issue existing fully paid or d inary shares
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 Release of shares from ASX imposed
now escrow on 11 Januar y 2018.
Example: In the case of restricted securities,
end of restriction period
(if issued upon conversion of
another + security, clearly
identify that other [+] security)
Number +Class
42 Number and [+] class of all154,532,448 Fully paid ordinary
+securities quoted on ASX shares.
( including the +securities in
clause 38)
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• 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.

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Sign here: .........................................................… Date: 11 January 2018 (Director and Chief Financial Officer)

Print name: Paul Davies

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• See chapter 19 for defined terms.

Appendix 3B Page 9

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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 Insert number of fully paid[+] ordinary 331,786,900 (as at listing date of 12 January securities on issue 12 months before the 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 period under an 17,043,068 fully paid ordinary shares (Issued exception in rule 7.2 11 September 2017, Rule 7.4)

• • Number of fully paid[+] ordinary securities 412,500 fully paid ordinary shares (Issued 10 issued in that 12 month period with October 2017, Rule 7.4) 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[+] ordinary Nil. securities cancelled during that 12 month period “A” 349,791,173

• See chapter 19 for defined terms.

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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
Insert number of [+] equity securities issued or 412,500 fully paid ordinary shares (8
agreed to be issued in that 12 month period November 2017)
not counting those issued:
578 convertible notes (which are convertible
• Under an exception in rule 7.2 into a maximum of 17,035,790 fully paid
ordinary shares)
• Under rule 7.1A
849,375 convertible notes (which are
• With security holder approval under rule
convertible into a maximum of 15,935,952
7.1 or rule 7.4
fully paid ordinary shares. On 20 December
Note: 2017, 11,250 convertible notes were
• This applies to equity securities, unless converted, resulting in the issue of 193,019
specifically excluded – not just ordinary shares, and on 3 January 2018, 38,813
securities convertible notes were converted, resulting in
• Include here (if applicable) the securities the issue of 643,178 shares)
the subject of the Appendix 3B to which
7,475,000 fully paid ordinary shares (18
this form is annexed
December 2017)
• It may be useful to set out issues of
securities on different dates as separate
line items
“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 52,468,676
Note: number must be same as shown in
Step 2
Subtract “C” 40,859,242
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 11,609,434
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Part 2

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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 or N/A
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
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• 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 34,979,117
Note: number must be same as shown in
Step 2
Subtract “E” N/A
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E” 34,979,117
Note: this is the remaining placement
capacity under rule 7.1A
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• See chapter 19 for defined terms.

Appendix 3B Page 13

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