RED MOUNTAIN MINING LIMITED — AGM Information 2013

Oct 17, 2013

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ABN 40 119 568 106

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

Date of Meeting 18 November 2013

Time of Meeting 2:00pm (WST)

Place of Meeting

The Park Business Centre 45 Ventnor Avenue WEST PERTH WA 6005

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT

- http://www.redmm.com.au/Investor Centre/Annual Reports

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Shareholders of Red Mountain Mining Ltd will be held at 2:00pm WST on 18 November 2013 at:

The Park Business Centre 45 Ventnor Avenue West Perth, Western Australia 6005

Voting Entitlement

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Meeting will be the entitlement of that person as set out in the register of Shareholders as at 5:00pm (WST) on Saturday 16 November 2013. Accordingly, transactions registered after that time will be disregarded in determining a Shareholder’s entitlement to attend and vote at the Meeting.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 2:00pm WST.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the Proxy Form by facsimile to the Company on facsimile number (61 8) 9486 8616; or

• deliver or post the Proxy Form to the principal office of the Company at Unit 1, 2 Richardson Street, West Perth, Western Australia, 6005.

so that it is received by no later than 2:00pm WST on Saturday 16 November 2013, being 48 hours before the Meeting.

Your Proxy Form is enclosed.

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Red Mountain Mining Ltd ABN 40 119 568 106 (“ Company ”) will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia, on 18 November 2013 at 2.00pm WST, for the purpose of transacting the business referred to in this Notice of Annual General Meeting (“ Notice ”).

An Explanatory Statement, containing information in relation to the following Resolutions, and a Proxy Form accompany this Notice. Please note capitalised terms used in this Notice have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

AGENDA

GENERAL BUSINESS:

Financial Reports

To receive and consider the Annual Financial Statements of the Company including the Directors’ Report and the Auditors' Report, for the year ended 30 June 2013.

Resolution 1 – Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, to pass the following as an advisory only resolution :

“To adopt the Remuneration Report for the year ended 30 June 2013."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting	Exclusion
The Company will disregard any votes cast (in any capacity) on this Resolution by or on behalf of either
of the following persons (the "voter"):
(a)	a member of the key management personnel, details of whose remuneration are included in the
	Remuneration Report;
(b)	a closely related party of such a member.
However, the voter may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a
person	described in paragraphs (a) or (b) and either:
(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the
	Resolution; or
(b)	the voter is the Chair of the Meeting and the appointment of the Chair as proxy:
	(i) does not specify the way the proxy is to vote on the resolution; and
	(ii) expressly authorises the Chair to exercise the proxy even if the resolution is connected
	directly or indirectly with the remuneration of a member of the key management
	personnel for the Company.

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Resolution 2 – Re-election of Neil Warburton as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for all purposes, Mr Neil Warburton, who ceases to hold office in accordance with clause 12.11 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company. ”

Resolution 3 – Ratification of Issue of 16,000,000 Options to Nominees of Patersons Securities Limited

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 16,000,000 Options (exercisable at 3 cents on or before 30 June 2016) to nominees of Patersons Securities Limited, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 4 – Ratification of Issue of 4,285,000 Shares to Consultant

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 4,285,000 Shares to Iron and Infrastructure Group Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Iron and Infrastructure Group Pty Ltd and any associates of Iron and Infrastructure Group Pty Ltd. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Resolution 5 – Ratification of Issue of 4,351,950 Shares to Consultant

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 4,351,950 Shares to JJL Investments Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by JJL Investments Pty Ltd and any associates of JJL Investments Pty Ltd. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 6 – Ratification of Issue of 3,875,000 Shares to Contractor

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 3,875,000 Shares to Sedgman Limited, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Sedgman Limited and any associates of Sedgman Limited. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 7 – Approval of Performance Rights Plan

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.2 Exception 9(b) and for all other purposes, the Company approves the issue of securities under the Company’s Performance Rights Plan, as an exception to Listing Rule 7.1.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by an employee or Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Resolution 8 – Approval of Issue of Performance Rights to Director: Jon Dugdale

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Directors to

grant and issue up to 9 million Performance Rights to Mr Jon Dugdale or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Jon Dugdale and any associates of Jon Dugdale. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the key management personnel for the Company; or (ii) a closely related party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Resolution 9 – Approval of Issue of Performance Rights to Director: Neil Warburton

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Directors to grant and issue up to 4.5 million Performance Rights to Mr Neil Warburton or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion The Company will disregard any votes cast on this Resolution by Neil Warburton and any associates of Neil Warburton. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the key management personnel for the Company; or (ii) a closely related party of such a member; and

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• (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Resolution 10 – Approval of Issue of Performance Rights to Director: Michael Wolley

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Directors to grant and issue up to 3 million Performance Rights to Mr Michael Wolley or his nominee(s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion The Company will disregard any votes cast on this Resolution by Michael Wolley and any associates of Michael Wolley. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the key management personnel for the Company; or (ii) a closely related party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the Chair of the Meeting; and (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Resolution 11 – Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass with or without amendment, the following as a special resolution :

"That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the allotment and issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

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Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 12 - Approval of New Constitution

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That the new Constitution tabled at the meeting (excluding Schedule 3 to the Constitution that is the subject of Resolution 13) and signed by the Chairman of the meeting for the purposes of identification, be adopted as the Constitution of the Company in place of the current Constitution, with effect from the close of the meeting."

Resolution 13 - Approval of Proportional Takeover Provisions

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, conditional upon the approval of Resolution 12 and with effect from the close of the meeting, the proportional takeover provisions in Schedule 3 to the Constitution (as set out in Schedule 4 of the Explanatory Statement) be inserted into the new Constitution tabled at the meeting, signed by the Chairman of the meeting for the purposes of identification, and approved under Resolution 12."

OTHER BUSINESS

To transact any other business which may be properly brought before the Meeting in accordance with the Company's Constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Shannon Coates Company Secretary 18 October 2013

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NOTES:

1. Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

2. A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the Shareholder. A proxy need not be a Shareholder of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (eg “the Company Secretary”).

3. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If no such proportion is specified, each proxy may exercise half of the Shareholder's votes.

4. A Proxy Form is enclosed. A separate form must be used for each proxy. An additional form can be obtained by writing to the Company at Unit 1, 2 Richardson Street, West Perth, Western Australia, 6005 or by fax to (61 8) 9486 8616. Alternatively, you may photocopy the enclosed form.

5. A duly completed proxy form and (where applicable) any power of attorney or a certified copy of the power of attorney must be received by the Company at its registered office or the address or fax number set out below, not less than 48 hours before the time for commencement of the Meeting. Please send by post to Unit 1, 2 Richardson Street, West Perth, Western Australia, 6005 or by fax to (61 8) 9486 8616.

6. The Chairman of the Meeting will vote undirected proxies on, and in favour of, all of the proposed Resolutions, including Resolutions 1, 8, 9 and 10. In relation to these Resolutions, the Chair is expressly authorised to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. Any undirected proxies held by a Director, any member of the key management personnel or any of their closely related parties (who are not the Chair of the Meeting) will not be voted on Resolutions 1, 8, 9 and 10. Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year 30 June 2013. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

7. The Company will accept proxy appointments by a corporate Shareholder executed in accordance with either section 127(1) (not under seal) or section 127(2) (under seal) of the Corporations Act.

8. The time nominated by the Board for the purpose of determining the voting entitlements at the Meeting is 5.00pm WST on Saturday 16 November 2013.

9. The Explanatory Statement attached to this Notice forms part of this Notice.

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the 2013 Annual General Meeting of Red Mountain Mining Limited ( Company ).

The Explanatory Statement and all attachments are important documents. They should be read carefully. The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. FINANCIAL STATEMENTS

The first item of the Notice of Annual General Meeting deals with the Annual Financial Statements of the Company for the financial year ended 30 June 2013 together with the Directors’ Declaration and Report in relation to that financial year and the Auditor’s Report on those Financial Statements being laid before the Annual General Meeting. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The reports are available on the Company’s website at www.redmm.com.au.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent Audit Report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the Auditor in relation to the conduct of the audit.

2. RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

The Directors’ Report for the year ended 30 June 2013 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and executives of the Company. Section 250R(3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

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However, pursuant to the Corporations Act, if the remuneration report for a company receives a “no” vote of 25% or more at two consecutive annual general meetings of the company, a resolution must be put to the Shareholders of that company at the second annual general meeting as to whether a further general meeting should be held within 90 days at which all directors (other than the managing director) in office at the date of the second approved remuneration report must stand for re-election.

If you choose to appoint a proxy you are encouraged to direct your proxy how to vote on Resolution 1 by marking either "For", "Against" or "Abstain" on the proxy form for this item of business.

If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report or a closely related party of that member (except the Chair of the Meeting) as your proxy, and you do not direct that person on how to vote on this Resolution 1, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution 1.

If you appoint the Chair as your proxy, and you do not direct the Chair on how to vote on this Resolution 1, then by signing and returning the proxy form you are giving express authorisation for the Chair to vote in accordance with his or her intentions. The Chair intends to vote all undirected proxies FOR Resolution 1 even though the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

3. RESOLUTION 2 – RE-ELECTION OF MR NEIL WARBURTON AS A DIRECTOR

3.1 Background

Mr Neil Warburton retires by rotation in accordance with Clause 12.11 of the Constitution and, being eligible, offers himself for re-election.

Mr Warburton was appointed to the Board on 5 May 2006. In accordance with clauses 12.9 and 12.13 of the Constitution, Mr Warburton now seeks re-election as a Director at this Annual General Meeting.

3.2 Biography

Non-Executive Chairman, Assoc MinEng WASM, MAusIMM, FAICD

Neil Warburton has worked within the mining industry throughout his entire career, in roles ranging from corporate non-executive directorships to managing large mining and contracting companies. This experience covers gold and base metal mining.

Neil was until March 2012, the Chief Executive Officer of Barminco Limited, one of Australia’s largest underground mining contractors. Neil successfully

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guided and grew that company both within Australia and Africa, with revenues having more than doubled during his tenure.

Before joining Barminco, he was Managing Director of Coolgardie Gold. Neil is also a non-executive director of Australian Mines Limited, Peninsula Energy Ltd and Sirius Resources Limited, all companies listed on the ASX.

Neil graduated from the Western Australia School of Mines with an Associate Degree in Mining Engineering, is a Fellow of the Australian Institute of Directors and Member of the Australian Institute of Mining and Metallurgy.

3.3 Directors’ Recommendation

The Board (other than Mr Warburton) recommends Shareholders vote in favour of the Resolution.

4. RESOLUTION 3 – RATIFICATION OF ISSUE OF 16,000,000 OPTIONS TO NOMINEES OF PATERSONS SECURITIES LIMITED

4.1 Background

On 25 June 2013, the Company issued 27,500,000 Options (exercisable at $0.03 each on or before 30 June 2016) in consideration for services provided by Paterson Securities Limited in relation to the Company’s partially and conditionally underwritten pro-rata renounceable rights issue announced on 15 May 2013) ( Underwriter Options ). Full terms and conditions of the Underwriter Options are in Schedule 1.

The Underwriter Options were issued to nominees of Patersons Securities Limited, of which 16,000,000 Options were issued to unrelated parties under the Company's placement capacity under Listing Rule 7.1. The balance of the Underwriter Options (11,500,000) were issued to related parties - Keith Rowe (5,000,000 Options), Neil Warburton (5,000,000 Options) and Justin Warburton (1,500,000 Options). These Underwriter Options were issued in accordance with shareholder approval obtained at the general meeting held on 25 June 2013.

Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 16,000,000 Underwriter Options issued to unrelated parties.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made

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with shareholder approval for the purpose of Listing Rule 7.1.

By ratifying the issue of the Underwriter Options issued to unrelated parties, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the Underwriter Options under Resolution 3:

• (a) 16,000,000 Underwriter Options were issued;

• (b) the Underwriter Options were issued for nil cash consideration;

• (c) the Underwriter Options have an exercise price of $0.03 each and an expiry date of 30 June 2016. The full terms and conditions of the Underwriter Options are set out in Schedule 1 to this Explanatory Statement;

• (d) the Underwriter Options were issued to nominees of Patersons Securities Limited, none of whom are a related party of the Company; and

• (e) no funds were raised from the issue as the Underwriter Options were issued in consideration for the provision of services.

4.3 Directors’ Recommendation

The Board (other than Mr Warburton who received 5,000,000 Underwriter Options pursuant to shareholder approval obtained on 25 June 2013) recommends Shareholders vote in favour of the Resolution.

5. RESOLUTION 4 – RATIFICATION OF ISSUE OF 4,285,000 SHARES TO CONSULTANT

5.1

Background

On 5 September 2013, the Company issued 4,285,000 Shares to Iron and Infrastructure Group Pty Ltd in part consideration for the provision of professional services provided to the Company from June 2013 to August 2013.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be

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deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Shares, the subject of this resolution:

• (a) 4,285,000 Shares were issued for nil cash consideration, at a deemed issue price of $0.01 per share;

• (b) the Shares are fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Shares were issued to Iron and Infrastructure Group Pty Ltd who is not a related party of the Company; and

• (d) no funds were raised from the issue of the Shares as the Shares were issued as part consideration for services provided.

5.3 Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 – RATIFICATION OF ISSUE OF 4,351,950 SHARES TO CONSULTANT

On 5 September 2013, the Company issued 4,351,950 Shares to JJL Investments Pty Ltd in part consideration for the provision of drilling services provided to the Company in the Philippines during August 2013.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity

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set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.1 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Shares, the subject of this resolution:

• (a) 4,351,950 Shares were issued for nil cash consideration, at a deemed issue price of $0.01 per share;

• (b) the Shares are fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Shares were issued to JJL Investments Pty Ltd who is not a related party of the Company; and

• (d) no funds were raised from the issue of the Shares as the Shares were issued as part consideration for services provided.

6.2 Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 5.

7. RESOLUTION 6 – RATIFICATION OF ISSUE OF 3,875,000 SHARES TO CONTRACTOR

On 23 September 2013, the Company issued 3,875,000 Shares to Sedgman Limited in part consideration for the services Sedgman Limited has been contracted to provide in relation to the Company’s scoping study at its Batangas project in the Philippines.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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7.1 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Shares, the subject of this resolution:

• (a) 3,875,000 Shares were issued for nil cash consideration, at a deemed issue price of $0.01 per share;

• (b) the Shares are fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Shares were issued to Sedgman Limited who is not a related party of the Company; and

• (d) no funds were raised from the issue of the Shares as the Shares were issued as part consideration for services provided.

7.2 Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 6.

8. RESOLUTION 7 – APPROVAL OF PERFORMANCE RIGHTS PLAN

8.1 Background

The Directors considered that it was desirable to establish an employee incentive scheme pursuant to which employees and Executive Directors may be offered the opportunity to be granted Performance Rights in order to increase the range of potential incentives available to them and to strengthen links between the Company’s objectives, its employees and directors. Accordingly, the Directors have adopted the Performance Rights Plan, annexed as Schedule 6 ( Performance Rights Plan ).

The Performance Rights Plan is designed to provide incentives to the employees and Executive Directors of the Company and to recognise their contribution to the Company’s success subject to certain milestones being achieved. Under the Company’s current circumstances, the Directors consider that the issue of Performance Rights to employees and Executive Directors is a cost effective and efficient means for the Company to provide an incentive to employees and Executive Directors as opposed to alternative forms of incentives such as cash bonuses or increased remuneration. Performance Rights are rights to acquire Shares subject to satisfaction of specified vesting conditions in a specified performance period ( Performance Rights ).

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Shareholder approval is required if the issue of Performance Rights pursuant to the Performance Rights Plan is to fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 7.2 exception 9(b) which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within 3 years of the date of issue.

Further Shareholder approval will be required before any Executive Director or related party of the Company can be granted Performance Rights pursuant to the Performance Rights Plan.

8.2 Specific Information required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 exception 9(b), the following information is provided:

• (a) a copy of the Performance Rights Plan is annexed as Schedule 6;

• (b) the Performance Rights Plan has not previously been approved by Shareholders and no securities have been issued pursuant to it; and

• (c) a voting exclusion statement has been included for the purposes of Resolution 7.

8.3 Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 7.

9. RESOLUTION 8, 9 AND 10 - APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS

9.1 Background

The Company proposes to grant Performance Rights to Directors Mr Jon Dugdale, Mr Neil Warburton and Mr Michael Wolley (together the Related Parties ). The grant of the Performance Rights to the Related Parties is designed to encourage these Directors to have greater involvement in achieving the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership.

Under the Company’s current circumstances, the Directors consider that the Performance Rights are a cost effective and efficient way to incentivise, as opposed to alternative forms of incentives, such as the payment of cash bonuses.

Mr Dugdale’s Performance Rights will be issued pursuant to the Performance Rights Plan. Mr Warburton and Mr Wolley are Non-Executive Directors. The

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Company acknowledges that Mr Warburton and Mr Wolley are not eligible to participate in the Company’s Performance Rights Plan. However the Directors are of the view that at this stage of the Company’s development it is far better for Non-Executive Directors of the Company to be compensated by way of securities in the Company, rather than by way of cash. The Company therefore proposes to issue Performance Rights to Messrs Warburton and Wolley on the same terms and conditions as the Plan.

Pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act, the Company seeks Shareholder approval to allot and issue the following Performance Rights, on the terms detailed in section 9.2 to the Related Parties:

Performance Rights	Share Price Vesting Condition	Expiry Date	Mr Dugdale	Mr Warburton	Mr Wolley
Class A	$0.03	18/11/16	3,000,000	1,500,000	1,000,000
Class B	$0.05	18/11/17	3,000,000	1,500,000	1,000,000
Class C	$0.07	18/11/18	3,000,000	1,500,000	1,000,000
TOTAL			9,000,000	4,500,000	3,000,000

9.2 Key Terms of the Performance Rights

The Performance Rights will be issued on the terms and conditions set out in Schedule 2.

Eligible recipients

• (a) Mr Jon Dugdale (or his nominee(s));

• (b) Mr Neil Warburton (or his nominee(s)); and

• (c) Mr Michael Wolley (or his nominee(s)).

Entitlement

Each Performance Right will entitle the Related Parties or their nominee(s) to subscribe for one Share upon vesting.

Exercise price

No consideration is payable at the time the Performance Rights vest.

Vesting Conditions

The Performance Rights will vest subject to meeting the following vesting criteria:

• (a)

• The Class A Performance Rights shall vest and convert to Shares if:

• (i) the price of the Company’s shares as traded on ASX is at least 3 cents or more for thirty (30) consecutive trading days; and

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• (ii) the recipient remains an employee/director of the Company for twelve (12) months from the date of grant of the Class A Performance Rights,

prior to the Class A Expiry Date (as defined above).

• (b) The Class B Performance Rights shall vest and convert to Shares if:

• (i) the price of the Company’s shares as traded on ASX is at least 5 cents or more for thirty (30) consecutive trading days; and

• (ii) the recipient remains an employee/director of the Company for twenty four (24) months from the date of grant of the Class B Performance Rights,

prior to the Class B Expiry Date (as defined above).

• (c) The Class C Performance Rights shall vest and convert to Shares if:

• (i) the price of the Company’s shares as traded on ASX is at least 7 cents or more for thirty (30) consecutive trading days; and

• (ii) the recipient remains an employee/director of the Company for thirty six (36) months from the date of grant of the Class C Performance Rights,

prior to the Class C Expiry Date (as defined above).

Performance Rights that do not vest in accordance with their terms and conditions will automatically lapse.

9.3 Requirement for Shareholder approval

In accordance with ASX Listing Rules 10.11, Resolutions 8, 9 and 10 require Shareholder approval for the grant of Performance Rights to the Related Parties.

9.4 ASX Listing Rule 10.11

For the purposes of the approval sought under ASX Listing Rule 10.11 and in accordance with the requirements of ASX Listing Rule 10.13 and for all other purposes, the following information is provided to Shareholders in respect of the Performance Rights:

• (a) the Performance Rights will be granted to Mr Jon Dugdale or his nominee(s) (Resolution 8), Mr Neil Warburton or his nominee(s) (Resolution 9) and Mr Michael Wolley or his nominee(s) (Resolution 10);

• (b) the maximum number of Performance Rights to be issued is:

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• (i) Mr Jon Dugdale: 9 million Performance Rights;

• (ii) Mr Neil Warburton: 4.5 million Performance Rights; and

• (iii) Mr Michael Wolley: 3 million Performance Rights.

• (c) The Performance Rights will be granted no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules;

• (d) Jon Dugdale, Neil Warburton and Michael Wolley are Directors and related parties of the Company;

• (e) no cash consideration is payable by the Related Parties at the time of grant of the Performance Rights or upon the allocation of Shares to which they may become entitled on the vesting of some or all of the Performance Rights. The terms and conditions of the Performance Rights are set out in Schedule 2;

• (f) No funds will be raised by the grant of the Performance Rights or issue of Shares on vesting.

A voting exclusion statement is included in the Notice of Meeting.

9.5 Corporations Act requirements

Chapter 2E of the Corporations Act requires shareholder approval where a public company seeks to give a “financial benefit” to a “related party” (unless an exception applies). Directors are considered to be related parties within the meaning of the Corporations Act. The Performance Rights to be granted to Messrs Dugdale, Warburton and Wolley will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act.

One of the exceptions to the requirement to obtain shareholder approval in accordance with Chapter 2E applies where the financial benefit constitutes part of the related party’s “reasonable remuneration”.

9.6 Directors’ recommendation for Resolution 8

Mr Warburton and Mr Wolley (who do not have any interest in Resolution 8) recommend that Shareholders approve the grant of Performance Rights under Resolution 8 to Mr Dugdale (or his nominee(s)) as they consider the grant of the Performance Rights:

• (a) will incentivise Mr Dugdale for the reasons and factors set out above;

• (b) are a fair and reasonable alternative to additional cash payment of Directors’ fees;

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• (c) are in consideration and recognition of the services provided and to be provided by Mr Dugdale to the Company and the number of Performance Rights proposed to be issued is fair and reasonable and reflective of the contribution he has or will make to the Company;

• (d) are necessary to reflect remuneration benefits to executive directors by companies operating in the Company’s industry; and

• (e) recognises that Directors have recently agreed to reduce cash remuneration by 20% to conserve cash.

Mr Dugdale declines to make a recommendation to Shareholders in respect of Resolution 8 as he has a material personal interest in the outcome of Resolution 8.

In forming their recommendations, each Director considered the experience of Mr Dugdale, the current market price of Shares and the current market practices when determining the number of Performance Rights and vesting conditions.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 8.

9.7 Directors’ recommendation for Resolution 9

Mr Dugdale and Mr Wolley (who do not have any interest in Resolution 9) recommend that Shareholders approve the grant of Performance Rights under Resolution 9 to Mr Warburton (or his nominee(s)) as they consider the grant of the Performance Rights:

• (a) will incentivise Mr Warburton for the reasons and factors set out above;

• (b) are a fair and reasonable alternative to additional cash payment of Directors’ fees;

• (c) are in consideration and recognition of the services provided and to be provided by Mr Warburton to the Company and the number of Performance Rights proposed to be issued is fair and reasonable and reflective of the contribution he has or will make to the Company; and

• (d) are necessary to reflect remuneration benefits to non-executive directors by companies operating in the Company’s industry; and

• (e) recognises that Directors have recently agreed to reduce cash remuneration by 20% to conserve cash.

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Mr Warburton declines to make a recommendation to Shareholders in respect of Resolution 9 as he has a material personal interest in the outcome of Resolution 9.

In forming their recommendations, each Director considered the experience of Mr Warburton, the current market price of Shares and the current market practices when determining the number of Performance Rights and vesting conditions.

The Directors (other than Mr Warburton) acknowledge that the issue of Performance Rights to Mr Warburton as a non-executive director may be contrary to guidelines for non-executive remuneration in the ASX Corporate Governance Principles and Recommendations. However, the Directors consider the grant of the Performance Rights to be reasonable for the reasons outlined above.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 9.

9.8 Directors’ recommendation for Resolution 10

Mr Dugdale and Mr Warburton (who do not have any interest in Resolution 10) recommend that Shareholders approve the grant of Performance Rights under Resolution 10 to Mr Wolley (or his nominee(s)) as they consider the grant of the Performance Rights:

• (a) will incentivise Mr Wolley for the reasons and factors set out above;

• (b) are a fair and reasonable alternative to additional cash payment of Directors’ fees;

• (c) are in consideration and recognition of the services provided and to be provided by Mr Wolley to the Company and the number of Performance Rights proposed to be issued is fair and reasonable and reflective of the contribution he has or will make to the Company; and

• (d) are necessary to reflect remuneration benefits to non-executive directors by companies operating in the Company’s industry; and

• (e) recognises that Directors have recently agreed to reduce cash remuneration by 20% to conserve cash.

Mr Wolley declines to make a recommendation to Shareholders in respect of Resolution 10 as he has a material personal interest in the outcome of Resolution 10.

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In forming their recommendations, each Director considered the experience of Mr Wolley, the current market price of Shares and the current market practices when determining the number of Performance Rights and vesting conditions.

The Directors (other than Mr Wolley) acknowledge that the issue of Performance Rights to Mr Wolley as a non-executive director may be contrary to guidelines for non-executive remuneration in the ASX Corporate Governance Principles and Recommendations. However, the Directors consider the grant of the Performance Rights to be reasonable for the reasons outlined above.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 10.

9.9 Other implications for the Company

Financial implications

Australian International Financial Reporting Standards require the Performance Rights to be issued to the Related Parties be expensed in accordance with AASB 2 – Share Based Payments.

Expensing these Performance Rights will have the effect of increasing both the expenses and the contributed equity of the Company. There will be no impact on the net assets or the cash position or financial resources of the Company as a result of expensing these Performance Rights.

There are no tax implications for the Company in issuing these Performance Rights.

Dilution

The issue of Performance Rights to the Related Parties will have a diluting effect on the percentage interest of existing Shareholders holdings if the Performance Rights are exercised or vest. In the event all of the Performance Rights proposed to be issued to the Related Parties vest the diluting effect amounts to an aggregate 3.42%, comprising 1.86% by Mr Dugdale, 0.93% by Mr Warburton and 0.62% by Mr Wolley (based on the total current number of Shares on issue, which is 481,442,015 Shares). The actual dilution will depend on the extent that additional Shares are issued by the Company.

Remuneration of the Directors

The total remuneration arrangements current for each of the Directors as at the date of this Notice are set out below

	Salary/Fees ($)1	Superannuation ($)	Total ($)
Jon Dugdale	240,000	22,200	262,200

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Neil Warburton	72,000	6,660	78,660
Michael Wolley	38,400	3,552	41,952

Notes:

1. The Directors recently agreed to reduce their cash remuneration by 20%, as reflected in the table above.

Existing relevant interests

At the date of this Notice, the Directors and their associates have the following relevant interest in securities of the Company.

	Shares	Options
Jon Dugdale	1,100,000	112,5001
Neil Warburton	14,459,423	13,341,4262
Michael Wolley	-	-

Notes:

1. Comprising 75,000 Options exercisable at $0.015 and expiring 30 June 2014 and 37,500 Options exercisable at $0.03 and expiring 30 June 2016.

2. Comprising 3,849,375 Options exercisable at $0.20 and expiring 30 June 2014, 2,994,701 Options exercisable at $0.015 and expiring 30 June 2016 and 6,497,350 Options exercisable at $0.03 and expiring 30 June 2016.

Trading history

The following table gives details of the highest, lowest and the latest closing market price of the Company's Shares trading on the ASX over the last 12 months, current as at 27 September 2013.

	Date	Closing price
Highest price	7 December 2012	$0.1326
Lowest price	28 June 2013	$0.005
Latest price	27 September 2013	$0.007

9.10 Value of the Performance Rights

The value of the Performance Rights and the pricing methodology is set out in Schedule 3.

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9.11 Other Information

The Directors are not aware of any information other than set out in this Explanatory Statement that is reasonably required by Shareholders in order to decide whether or not it is in the Company’s interests to pass the proposed Resolutions 8, 9 and 10.

9.12 Proxy restrictions

If you choose to appoint a proxy you are encouraged to direct your proxy how to vote on Resolutions 8, 9 and 10 by marking either "For", "Against" or "Abstain" on the proxy form for these items of business.

If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report or a closely related party of that member as your proxy (except the Chair of the Meeting), and you do not direct that person on how to vote on Resolutions 8, 9 or 10, the proxy cannot exercise your vote and your vote will not be counted in relation to those Resolutions.

If you appoint the Chair as your proxy, and you do not direct the Chair on how to vote on this Resolutions 8, 9 or 10, then by signing and returning the proxy form you are giving express authorisation for the Chair to vote in accordance with his or her intentions. The Chair intends to vote all undirected proxies FOR Resolutions 8, 9 and 10 even though the resolutions are connected directly or indirectly with the remuneration of a member of the key management personnel.

10. RESOLUTION 11 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

10.1 Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital over a 12 month period after the annual general meeting at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution ( Additional 10% Placement Capacity ). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An entity will be eligible to seek approval under Listing Rule 7.1A if: (a) the entity has a market capitalisation of $300 million or less; and (b) the entity is not included in the S&PASX 300 Index. The Company is an eligible entity for the purposes of Listing Rule 7.1A.

The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2.

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The Company is putting Resolution 11 to Shareholders to seek approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards the Company’s gold exploration programme and potential mining studies at its Batangas Project in the Philippines, together with general working capital.

10.2

Listing Rule 7.1A

The effect of Resolution 11 will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) without using the Company’s 15% placement capacity under Listing Rule 7.1.

Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has quoted and unquoted Shares and Options on issue.

Based on the number of Shares on issue at the date of this Notice, the Company will have 481,442,015 Shares on issue and therefore, subject to Shareholder approval being sought under Resolution 11, 48,144,201 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A.

Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A at the time of issue of the Equity Securities. The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

Resolution 11 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

10.3 Specific information required by Listing Rule 7.3A

The following information in relation to the Shares to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

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• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 11 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date of the Equity Securities.

The table below shows the dilution of existing Shareholders of the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity using different variables for the number of ordinary securities for variable “A” (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable “A” is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities.

The table shows:

• (i) examples of where variable “A” is at its current level , and where variable “A” has increased by 50% and by 100%;

• (ii) examples of where the issue price of ordinary securities is the current market price as at close of trade on 27 September 2013 ( current market price ), where the issue price is halved, and where it is doubled; and

• (iii) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

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	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect	Dilution
		$0.0035 Issue Price at half the current market price	$0.007 Issue Price at current market price	$0.014 Issue Price at double the current market price
Variable ‘A’
Current Variable A 481,442,015 Shares	Shares issued	48,144,202	48,144,202	48,144,202
	Funds raised	$168,505	$337,009	$674,019
	Dilution	10%	10%	10%
50% increase in current Variable A 722,163,022 Shares	Shares issued	72,216,302	72,216,302	72,216,302
	Funds raised	$252,757	$505,514	$1,011,028
	Dilution	10%	10%	10%
100% increase in current variable A 962,884,030 Shares	Shares issued	96,288,403	96,288,403	96,288,403
	Funds raised	$337,009	$674,019	$1,348,038
	Dilution	10%	10%	10%

Note: this table assumes:

• (i) No Options are exercised before the date of the issue of the Equity Securities; and

• (ii) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes Options, for the purposes of the above table, it is assumed that those Options are exercised.

• (c) Approval of the Additional 10% Placement Capacity will be valid from the date of the Annual General Meeting and will expire on the earlier of:

• (i) the date that is 12 months after the date of the Annual General Meeting; and

• (ii) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( Additional Placement Period ).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) cash consideration. If Equity Securities are issued for cash consideration, the Company intends to use the funds for any of acquisition of new assets or investments (including the expenses

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associated with such acquisition), expenditure on the Company's current Philippines projects or general working capital purposes; or

• (ii) non-cash consideration for the acquisition of new assets. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (e) The Company’s allocation policy for the issue of Equity Securities under the Additional 10% Placement Capacity will be determined having regard to market conditions at the time of the proposed issue of Equity Securities, including consideration of the following matters:

• (i) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by means of an entitlements offer, or a placement and an entitlements offer;

• (ii) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issue of Equity Securities;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The allottees under the Additional 10% Placement Capacity have not been determined as at the date of this Notice but will not include related parties (or their associates) of the Company.

• (f) The Company received Shareholder Approval at the Annual General Meeting on 27 November 2012.

• (g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not determined its allocation policy for the issue of Equity Securities under the Additional 10% Placement Capacity. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under the Additional 10% Placement Capacity, and therefore no Shareholder will be excluded from voting on Resolution 11.

10.4 Specific Information required by Listing Rule 7.3A.6

• On 27 November 2012, the Company sought and received Shareholder Approval for the Additional 10% Placement Capacity at its Annual General

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Meeting. Pursuant to Listing Rule 7.3A.6 the following information is provided to Shareholders.

• (a) The total number of Equity Securities issued in the 12 months before this Meeting (that is, since 27 November 2012) is 302,381,989 Shares and 72,743,736 Options. The total number of Equity Securities on issue as at 27 November 2012 was 179,060,026 Shares, 50,000,000 Performance Shares and 58,287,474 Options. The total number of Equity Securities issued in the 12 months since 27 November 2012 is 130.55% of the total number of Equity Securities on issue at 27 November 2012.

• (b) The table attached as Schedule 5 shows details of all issues of Equity Securities by the Company since 27 November 2012.

10.5 Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 11.

11. RESOLUTION 12 – APPROVAL OF NEW CONSTITUTION

11.1 Background

• The Company’s existing Constitution was adopted in May 2006 and has not been materially amended since then. There have been a number of recent amendments to the Corporations Act, the ASX Listing Rules and other applicable laws and rules which impact on the Company which are not reflected in the existing Constitution.

The Company has conducted a review of the Constitution to bring it into line with current law and best market practice. As the changes introduced affect numerous provisions in the Constitution, it is proposed that a new Constitution be adopted, rather than amending the existing Constitution.

Resolution 12 seeks Shareholder approval by way of a special resolution to adopt the proposed new Constitution in substitution for the current Constitution of the Company. If this Resolution 12 is approved, the proposed new Constitution will be adopted from the close of the meeting.

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11.2 Material differences to the existing Constitution

A summary of the key material differences between the Company’s existing Constitution and the proposed Constitution is set out below. This summary is not intended to be an exhaustive explanation of the all the changes effected by the adoption of the proposed Constitution. A full copy of the proposed new Constitution is available for review by Shareholders at the Company's website at www.redmm.com.au, or for inspection at the Company's office and will be available for inspection at the Meeting. Requests for inspection or a copy should be directed to the Company Secretary on (08) 9226 5668. A complete copy will be sent by mail or email to any Shareholder who requests it prior to the Meeting.

Material change Explanation of change Dividends Following amendments to the Corporations Act, companies are no longer restricted to paying dividends out of profits. Rule 11.1 of the proposed constitution will give the Directors the flexibility to resolve to pay a dividend out of any available source permitted by law.

Further, to reflect technological change and permit flexibility, the proposed Constitution clarifies that dividends may be paid by any method the Directors determine.

• Conduct of meetings The proposed new Constitution incorporates a number of changes to assist with the orderly conduct of general meetings of the Company. This includes new rules to facilitate: -the holding of a general meeting using appropriate technology and greater clarity in respect of the chairperson’s powers at general meetings, including adjournments, dealing with questions from the floor, putting matters to the vote, etc.

The proposed new Constitution does not include the right of Shareholders to demand a poll on any resolution concerning the election of the chair of a meeting.

• Directors The proposed new Constitution provides that no Director (other than a managing director) may retain office without reelection for more than 3 years or past the third annual general meeting following the Director's appointment, whichever is the longer. A Director appointed by the Board may retire at the next meeting of Shareholders and is eligible for re-election and, unless that Director has so retired, that Director must retire at the next annual general meeting and is eligible for reelection.

	meeting following the Director's appointment, whichever is the longer. A Director appointed by the Board may retire at the next meeting of Shareholders and is eligible for re-election and, unless that Director has so retired, that Director must retire at the next annual general meeting and is eligible for re- election.
Proportional takeover	Schedule 3 of the proposed new Constitution contains a
provision	proportional takeover approval provision.

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Material change Explanation of change

Material change	Explanation of change
	The resolution to adopt the new Constitution does not include
	the approval of the proposed new Schedule 3 which contains
	that provision. Instead, the new proportional takeover
	approval provision will require a separate approval which is
	contained in Resolution 13. The explanatory notes associated
	with that resolution are set out below.
Remuneration	The proposed new Constitution clarifies that the total
	remuneration payable to non-executive Directors does not
	include remuneration such as Shares and Options.
General	Relevant definitions have been updated to reflect current
	terminology and the various changes to the Corporations Act
	and ASX Listing Rules. Where possible the proposed
	Constitution relies on terms defined in the Corporations Act,
	ASX Listing Rules and Settlement Operating Rules.

11.3 ASX Approval

In accordance with the requirements of the ASX Listing Rules, the proposed new Constitution has been approved by ASX.

11.4 Directors recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 12.

12. RESOLUTION 13 – APPROVAL OF PROPORTIONAL TAKEOVER PROVISIONS

12.1 General

As part of the proposal to adopt a new Constitution, it is intended to insert the proposed Schedule 3 "Plebiscite to approve proportional takeover bids" (as set out in Schedule 4 to this Notice).

Under the Corporations Act, a company may include provisions in its constitution to enable it to refuse to register shares acquired under a proportional takeover bid unless a resolution approving the bid is passed by the shareholders.

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Where the approval of Shareholders is sought to include proportional takeover provisions in a constitution, the Corporations Act requires the Company to provide Shareholders with an explanation of the proposed proportional takeover approval provisions. That information is set out below so that Shareholders may make an informed decision on whether to support or oppose this Resolution.

12.2 What is a proportional takeover bid?

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder’s Shares.

Accordingly, if a Shareholder accepts in full the offer under a proportional takeover bid, the Shareholder will dispose of the specified portion of their Shares in the Company and retain the balance of the Shares.

12.3 Effect of the provisions to be inserted

If a proportional takeover bid is made to Shareholders of the Company, the Board will be required to convene a meeting of Shareholders to vote on a resolution to approve the proportional takeover bid. That meeting must be held at least 14 days before the offer under the proportional takeover bid closes.

The resolution shall be taken to have been passed if a majority of Shares voted at the meeting, excluding the Shares of the bidder and its Associates, vote in favour of the resolution. The Directors will breach the Corporations Act if they fail to ensure the approving resolution is voted on. However, if no resolution is voted on before the end of the 14th day before the close of the offer, the resolution will be deemed to have been passed. Where the resolution approving the offer is passed or deemed to have been passed, transfers of Shares resulting from accepting the offer will be registered provided they otherwise comply with the Corporations Act, the ASX Listing Rules, the Settlement Operating Rules and the Company’s Constitution. If the resolution is rejected, then in accordance with the Corporations Act, the offer will be deemed to be withdrawn.

The proportional takeover approval provisions do not apply to full takeover bids and only apply for three years after the date of adoption of the provisions. The provisions may be renewed for further three year terms, but only by a special resolution of Shareholders.

33

12.4 Reasons for proposing Resolution 13

The Directors consider that Shareholders should have the opportunity to include a proportional takeover approval provision in the new Constitution. Without the inclusion of such a provision, a proportional takeover bid for the Company may enable effective control of the Company to be acquired without Shareholders having the opportunity to dispose of all of their Shares to the bidder. Accordingly, Shareholders could be at risk of passing control to the bidder without payment of an adequate control premium for all their Shares whilst leaving themselves as part of a minority interest in the Company.

The proposed provision deals with this possibility by providing that if a proportional takeover bid is made for Shares in the Company, Shareholders must vote on whether or not a proportional takeover bid should be permitted to proceed.

The benefit of the provision is that Shareholders are able to decide collectively whether the proportional offer is acceptable in principle and it may ensure that any partial offer is appropriately priced.

12.5 No knowledge of present acquisitions or proposals

On the date on which this Explanatory Statement is prepared, no Director is aware of a proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company, other than as has been disclosed on the ASX or in this Notice of Meeting.

12.6 Potential advantages for the Directors and Shareholders of the Company

The inclusion of the proportional takeover approval provisions will enable the Directors to formally ascertain the views of Shareholders in respect of a proportional takeover bid. Without such provisions, the Directors are dependent upon their perception of the interests and views of Shareholders. Other than this advantage, the Directors consider that the inclusion of these provisions has no potential advantages or potential disadvantages for them as they remain free to make a recommendation on whether a proportional takeover offer should be accepted.

The Directors consider that including the proportional takeover approval provisions will benefit all Shareholders in that they will have an opportunity to consider a proportional takeover bid and then attend or be represented by proxy at a meeting of Shareholders called specifically to vote on the proposal. Accordingly, Shareholders will be able to prevent a proportional takeover bid proceeding if there is sufficient support for the proposition that control of the Company should not be permitted to pass under the proportional takeover bid. The provisions may also help Shareholders avoid being locked in as a minority with one majority Shareholder. In addition, increasing the bargaining power of Shareholders may ensure that any partial offer is adequately priced. Furthermore, knowing the view of Shareholders assists each individual

34

Shareholder in assessing the likely outcome of the proportional takeover bid and whether to accept or reject that bid.

12.7 Potential disadvantages for the Directors and Shareholders of the Company

It may be argued that approving the proportional takeover provisions will make a proportional takeover bid more difficult and will therefore discourage proportional takeover bids. The chance of a proportional takeover bid being successful may be reduced. In turn, this may reduce the opportunities which Shareholders may have to sell all or some of their Shares at a premium to persons seeking control of the Company. Such a provision may also be considered an additional restriction on the ability of individual Shareholders to deal freely in their Shares.

12.8 Directors’ recommendation

On balance, the Directors consider that the possible advantages outweigh the possible disadvantages such that the inclusion of the proportional takeover approval provisions is in the interests of Shareholders.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 13. Each Director intends to vote all the Shares controlled by him or her in favour of the Resolution. If this resolution is approved, the proportional takeover provision will be inserted into the new Constitution adopted under Resolution 12 and will take effect from the date of the Meeting.

35

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

" Additional 10% Placement Capacity " has the meaning set out on page 22.

" Additional Placement Period " has the meaning set out on page 25.

" Annual General Meeting " or " Meeting " means the annual general meeting the subject of the Notice.

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

" Board " means the board of Directors of the Company.

" Company " means Red Mountain Mining ABN 40 119 568 106.

" Constitution " means the constitution of the Company.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Director " means a Director of the Company.

" Equity Securities " has the same meaning as in the Listing Rules.

" Explanatory Statement " means this explanatory statement accompanying the Notice.

" Listing Rules " means the Listing Rules of the ASX.

" Notice " means the notice of annual general meeting accompanying this Explanatory Statement.

" Option " means an option to subscribe for a Share.

" Performance Right " means a conditional right to be issued with a Share.

" Resolution " means a resolution proposed pursuant to the Notice.

" Share " means a fully paid ordinary share in the capital of the Company.

" Shareholder " means the holder of a Share.

" WST " means western standard time in Australia.

36

SCHEDULE 1

TERMS AND CONDITIONS OF UNDERWRITER OPTIONS

• (a) Each Option entitles the holder to one Share in the capital of the Company.

• (b) The Options may be exercised at any time prior to 5.00pm WST on 30 June 2016.

• (c) The exercise price of the Options is 3 cents each.

• (d) Subject to meeting the listing requirements of the Listing Rules, application will be made for the Options to be quoted and the Options will be freely tradeable.

• (e) The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the Secretary of the Company to be received prior to the expiry date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of the exercise price per Share.

• (f) All Shares issued upon the exercise of the Options will rank equally in all respects with the Company's then issued Shares. The Company must apply to the ASX within 7 business days after the date of issue of all Shares pursuant to the exercise of Options to be admitted to quotation.

• (g) There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues or pro-rata issues of capital to Shareholders during the term of the Options. Thereby, the Option holder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised. The Company will ensure, for the purposes of determining entitlements to any issue, that Option holder will be notified of a proposed issue after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in such issues.

• (h) In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, all rights of the Option holder shall be reconstructed (as appropriate) in accordance with the Listing Rules.

37

SCHEDULE 2

TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

Class A Performance Rights

The Class A Performance Rights entitle the holder to Shares on the following terms and conditions:

• (a) Subject to the satisfaction of the vesting condition set out in paragraph (b) below, each Class A Performance Right vests to one Share.

• (b) The Class A Performance Rights shall vest and convert to Shares if:

• (i) the price of the Company’s shares as traded on ASX is at least 3 cents or more for thirty (30) consecutive trading days; and

• (ii) the recipient remains an employee/director of the Company for twelve (12) months from the date of grant of the Class A Performance Rights,

• prior to the Expiry Date (as defined below) ((b)(i) and (ii) together, the Vesting Conditions and each a Vesting Condition).

• (c) The Class A Performance Rights shall expire at 5.00 pm (WST) on 18 November 2016 (Expiry Date). Any Class A Performance Right not vested before the Expiry Date shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Class A Performance Rights.

• (d) The Class A Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Class A Performance Rights on the satisfaction of the Vesting Conditions.

• (e) Immediately following the Expiry Date the Company shall notify the holder of that proportion of Class A Performance Rights that have vested and shall, unless otherwise directed by the holder, allot the associated number of Shares within 10 Business Days of the Expiry Date.

• (f) The Company will not apply for quotation of the Class A Performance Rights on ASX. However, subject to the Company being listed on the ASX, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Class A Performance Rights on ASX within 10 Business Days after the date of allotment of those Shares.

• (g) All Shares allotted upon the vesting of Class A Performance Rights will upon allotment rank pari passu in all respects with other Shares.

• (h) The unvested Class A Performance Rights vest upon the happening of any of the following events:

• (i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

• (iii) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

38

• (iv) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Class A Performance Rights, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

• (i) In addition to (a) to (h) above, all terms and conditions set out in the Performance Rights Plan (“PRP”) apply to the Class A Performance Rights.

Class B Performance Rights

The Class B Performance Rights entitle the holder to Shares on the following terms and conditions:

• (a) Subject to the satisfaction of the vesting condition set out in paragraph (b) below, each Class B Performance Right vests to one Share.

• (b) The Class B Performance Rights shall vest and convert to Shares if:

• (i) the price of the Company’s shares as traded on ASX is at least 5 cents or more for thirty (30) consecutive trading days; and

• (v) the recipient remains an employee/director of the Company for twenty four (24) months from the date of grant of the Class B Performance Rights,

• prior to the Expiry Date (as defined below) ((b)(i) and (ii) together, the Vesting Conditions and each a Vesting Condition).

• (c) The Class B Performance Rights shall expire at 5.00 pm (WST) on 18 November 2017 (Expiry Date). Any Class B Performance Right not vested before the Expiry Date shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Class B Performance Rights.

• (d) The Class B Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Class B Performance Rights on the satisfaction of the Vesting Conditions.

• (e) Immediately following the Expiry Date the Company shall notify the holder of that proportion of Class B Performance Rights that have vest and shall, unless otherwise directed by the holder, allot the associated number of Shares within 10 Business Days of the Expiry Date.

• (f) The Company will not apply for quotation of the Class B Performance Rights on ASX. However, subject to the Company being listed on the ASX, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Class B Performance Rights on ASX within 10 Business Days after the date of allotment of those Shares.

• (g) All Shares allotted upon the vesting of Class B Performance Rights will upon allotment rank pari passu in all respects with other Shares.

• (h) The unvested Class B Performance Rights vest upon the happening of any of the following events:

• (i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

• (ii) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or

39

any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (iii) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Class B Performance Rights, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

• (i) In addition to (a) to (h) above, all terms and conditions set out in the PRP apply to the Class B Performance Rights.

Class C Performance Rights

The Class C Performance Rights entitle the holder to Shares on the following terms and conditions:

• (a) Subject to the satisfaction of the vesting condition set out in paragraph (b) below, each Class C Performance Right vests to one Share.

• (b) The Class C Performance Rights shall vest and convert to Shares if:

• (i) the price of the Company’s shares as traded on ASX is at least 7 cents or more for thirty (30) consecutive trading days; and

• (ii) the recipient remains an employee/director of the Company for thirty six (36) months from the date of grant of the Class F Performance Rights,

prior to the Expiry Date (as defined below) ((b)(i) and (ii) together, the

Vesting Conditions and each a Vesting Condition).

• (c) The Class C Performance Rights shall expire at 5.00 pm (WST) on 18 November 2018 (Expiry Date). Any Class C Performance Right not vested before the Expiry Date shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Class C Performance Rights.

• (d) The Class C Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Class C Performance Rights on the satisfaction of the Vesting Conditions.

• (e) Immediately following the Expiry Date the Company shall notify the holder of that proportion of Class C Performance Rights that have vest and shall, unless otherwise directed by the holder, allot the associated number of Shares within 10 Business Days of the Expiry Date.

• (f) The Company will not apply for quotation of the Class C Performance Rights on ASX. However, subject to the Company being listed on the ASX, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Class C Performance Rights on ASX within 10 Business Days after the date of allotment of those Shares.

• (g) All Shares allotted upon the vesting of Class C Performance Rights will upon allotment rank pari passu in all respects with other Shares.

• (h) The unvested Class C Performance Rights vest upon the happening of any of the following events:

40

• (i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

• (ii) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (iii) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Class C Performance Rights, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

• (i) In addition to (a) to (h) above, all terms and conditions set out in the PRP apply to the Class C Performance Rights.

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SCHEDULE 3

PERFORMANCE RIGHTS VALUATION

The Class A, Class B and Class C Performance Rights have been independently valued by Stantons International Securities .

Using International Financial Reporting Standards the Performance Rights were ascribed the following value:

ascribed the followingvalue:
Assumptions:
Underlying share price	$0.007
Valuation date	16 September 2013
Discount	30%
Volatility	N/A
Discounted value per Performance Right	0.49 cents each

Notes

1. The underlying share price used for the purpose of the valuation is $0.007, being the closing share price on 13 September 2013.

2. No dividends are expected to be paid during the life of the Performance Rights.

3. The discount is to take account of the non-listed status and transferability restrictions pertaining to the Performance Rights.

4. The underlying volatility of the share price is 204.85% over the last 12 months however this does not affect the Performance Rights fair value as nil consideration is payable on the Performance Rights vesting.

Based on these assumptions, the total value of the Performance Rights to be granted to each Director are detailed below.

	Class A	Class B	Class C
Jon Dugdale	$14,700	$14,700	$14,700
Neil Warburton	$7,350	$7,350	$7,350
Michael Wolley	$4,900	$4,900	$4,900

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SCHEDULE 4

PROPORTIONAL TAKEOVER PROVISIONS

1. PLEBISCITE TO APPROVE PROPORTIONAL TAKEOVER BIDS

1.1 DEFINITIONS

In this paragraph 1:

• (a) approving resolution, in relation to a proportional takeover bid, means a resolution to approve the proportional takeover bid passed in accordance with paragraph 1.3;

• (b) proportional takeover bid means a takeover bid that is made or purports to be made under section 618(1)(b) of the Corporations Act in respect of securities included in a class of securities in the company;

• (c) relevant class, in relation to a proportional takeover bid, means the class of securities in the company in respect of which offers are made under the proportional takeover bid; and

• (d) approving resolution deadline, in relation to a proportional takeover bid, means the day that is 14 days before last day of the bid period.

1.2 Transfers not to be registered

Despite rules 4.3 and 4.6 of the Constitution, a transfer giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid must not be registered unless and until an approving resolution to approve the proportional takeover bid has been passed or is taken to have been passed in accordance with paragraph 1.3.

1.3 Resolution

• (a) Where offers have been made under a proportional takeover bid, the directors must:

• (i) convene a meeting of the persons entitled to vote on the approving resolution for the purpose of considering and, if thought fit, passing a resolution to approve the proportional takeover bid; and

• (ii) ensure that such a resolution is voted on in accordance with this paragraph 1.3,

before the approving resolution deadline.

43

• (b) The provisions of this constitution relating to general meetings apply, so far as they can and with such changes as are necessary, to a meeting that is convened pursuant to paragraph 1.3(a).

• (c) The bidder under a proportional takeover bid and any associates of the bidder are not entitled to vote on the approving resolution and if they do vote, their votes must not be counted.

• (d) Subject to paragraph 1.3(c), a person who, as at the end of the day on which the first offer under the proportional takeover bid was made, held securities of the relevant class is entitled to vote on the approving resolution relating to the proportional takeover bid and, for the purposes of so voting, is entitled to 1 vote for each such security held at that time.

• (e) An approving resolution is to be taken as passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one half, and otherwise is to be taken to have been rejected.

• (f) If an approving resolution has not been voted on in accordance with this paragraph 1.3 before the approving resolution deadline, an approving resolution will be taken to have been passed in accordance with this paragraph 1.3 on the approving resolution deadline.

1.4 Sunset

Paragraphs 1.1, 1.2 and 1.3, cease to have effect at the end of 3 years beginning:

• (a) where those paragraphs have not been renewed in accordance with the Corporations Act, on the date that those paragraphs were adopted by the Company; or

• (b) where those paragraphs have been renewed in accordance with the Corporations Act, on the date those paragraphs were last renewed.

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THIS PAGE IS INTENTIONALLY LEFT BLANK

45

SCHEDULE 5

EQUITY SECURITIES ISSUED FROM 27 NOVEMBER 2012

Securities Issued post 27 November 2012	Terms and quantity of Equity Securities issued	Names of the persons to whom the Equity Securities were issued	Issue Price	Discount to market price on date of issue1	Total cash consideration received	Use of funds or intended use of funds for remaining consideration	Non-cash consideration and current value
2 January 2013	8,412,000 Ordinary Shares	Subscribers to placement. (Sophisticated and Professional Investors)	$0.125 per Share	N/A	$1,051,500 (before costs)	50% of funds used for exploration drilling, geophysics and trenching at Lobo, Batangas Project. 10% of funds used for surface sampling and geochemistry at Lobo, Batangas Project. 40% of funds used for general working capital.	N/A
7 January 2013	100,000 Ordinary Shares	Subscribers to placement (Sophisticated and Professional Investors)	$0.125 per Share	N/A	$12,500 (before costs)	90% of funds used for exploration drilling, geophysics and trenching at Lobo, Batangas Project. 10% of funds used for surface sampling and geochemistry at Lobo, Batangas Project.	N/A
25 June 2013	55,000,000 Ordinary Shares 27,499,995 Options, exercisable at $0.015, 30 June 2014 13,749,991 Options, exercisable at $0.03, 30 June 2016	Shareholders under the Entitlements Issue and nominees of the Underwriter to the Entitlements Issue.	$0.01 per Share	N/A	$550,000 (before costs)	50% of funds used for exploration drilling, geophysics and trenching at Lobo, Batangas Project. 10% of funds used for surface sampling and geochemistry at Lobo, Batangas Project. 40% of funds used for general working capital.	N/A

46

25 June 2013	27,500,000 Options, exercisable at $0.03, 30 June 2016	Keith Rowe, Neil Warburton, Justin Warburton and other nominees of the Underwriter to the Entitlements Issue	Nil	N/A	Nil	N/A	Fee to the Underwriter for underwriting the Entitlement Issue. Current value of $0.0012
1 July 2013	5,325,000 Ordinary Shares 2,662,500 Options, exercisable at $0.015, 30 June 2014 1,331,250 Options, exercisable at $0.03, 30 June 2016	Subscribers to the Shortfall on the Entitlements Issue	$0.01 per Share	N/A	$53,250 (before costs)	90% of funds used for exploration drilling, geophysics and trenching at Lobo, Batangas Project. 10% of funds used for surface sampling and geochemistry at Lobo, Batangas Project.	N/A
14 August 2013	213,977,644 Ordinary Shares 106,988,807 Options, exercisable at $0.015, 30 June 2014 53,494,388 Options, exercisable at $0.03, 30 June 2016	Subscribers to the Shortfall on the Entitlements Issue	$0.01 per Share	N/A	$2,139,776 (before costs)	50% used for exploration drilling, geophysics and trenching at Lobo, Batangas Project 50% still held in cash, to be used for general working capital	N/A
15 August 2013	7,055,395 Ordinary Shares 3,527,697 Options, exercisable at $0.015, 30 June 2014 1,763,848 Options, exercisable at $0.03, 30 June 2016	Subscribers to the Shortfall on the Entitlements Issue	$0.01 per Share	N/A	$70,554 (before costs)	90% of funds used for exploration drilling, geophysics and trenching at Lobo, Batangas Project. 10% of funds used for surface sampling and geochemistry at Lobo, Batangas Project.	N/A
4 September 2013	8,636,950 Ordinary Shares	JJL Investments Ltd and Iron and Infrastructure Group Pty Ltd	Deemed Issue price of $0.01 per Share	N/A	Nil	N/A	In lieu of consulting services. Current value of $60,458.653

47

	23 September 2013	3,875,000 Ordinary Shares	Sedgman Limited	Deemed Issue price of $0.01 per Share	N/A	Nil	N/A	In lieu of engineering services related to the Scoping Study. Current value of $27,125.004

Notes:

1. All issued at the market price or at a premium to market price on date of issue.

2. The Options are quoted on ASX (RMXOA). Based on current market price of $0.001 (as at 27 September 2013).

3. Based on current market price of $0.07 (as at 27 September 2013).

4. Based on current market price of $0.07 (as at 27 September 2013).

48

SCHEDULE 6

RED MOUNTAIN MINING LTD ACN 119 568 106

PERFORMANCE RIGHTS PLAN

49

CONTENTS PAGE

1.	DEFINITIONS AND INTERPRETATION ........................................................................... 52	DEFINITIONS AND INTERPRETATION ........................................................................... 52
	1.1	Definitions ......................................................................................................... 52
	1.2	Interpretations .................................................................................................. 55
2.	PURPOSE ..................................................................................................................... 55
3.	COMMENCEMENT AND TERM .................................................................................... 56
4.	OFFER OF PERFORMANCE RIGHTS ............................................................................. 56
	4.1	Offer .................................................................................................................. 56
	4.2	Offer Document .............................................................................................. 56
	4.3	Personal Offer ................................................................................................... 56
	4.4	Offer to be provided to Eligible Participants ............................................... 56
	4.5	No Consideration............................................................................................. 57
	4.6	Vesting Conditions ........................................................................................... 57
	4.7	Disposal of Performance Rights ..................................................................... 57
	4.8	Share Restriction Period .................................................................................. 57
	4.9	Limit on Offers ................................................................................................... 57
5.	ACCEPTANCE ............................................................................................................. 58
	5.1	Acceptance Time Period ............................................................................... 58
	5.2	Board’s right to reject...................................................................................... 58
	5.3	Participant Agrees to be Bound .................................................................... 58
6.	GRANT OF PERFORMANCE RIGHTS............................................................................ 58
	6.1	Grant of Performance Rights ......................................................................... 58
	6.2	Approvals .......................................................................................................... 58
	6.3	Restrictions on Dealings and Hedging .......................................................... 58
7.	VESTING OF PERFORMANCE RIGHTS ......................................................................... 59
	7.2	One or Several Parcels .................................................................................... 59
8.	ISSUE OF SHARES ........................................................................................................ 59
	8.1	Issue of Shares .................................................................................................. 59
	8.2	Blackout Period, Takeover Restrictions and Insider Trading ....................... 59
	8.3	Withholding ...................................................................................................... 59
	8.4	Share ranking ................................................................................................... 60
	8.5	Quotation on ASX ............................................................................................ 60
	8.6	Sale of Shares ................................................................................................... 60
9.	RESTRICTION ON DISPOSAL OF SHARES .................................................................... 60
	9.1	Restriction ......................................................................................................... 60
	9.2	Enforcing the disposal restriction ................................................................... 61
	9.3	Holding Locks ................................................................................................... 61
	9.4	Removing the restriction ................................................................................. 61
	9.5	Removing Holding Locks ................................................................................ 61
10.	LAPSE OF PERFORMANCE RIGHTS ............................................................................. 61
	10.1	Lapsing of Performance Right ....................................................................... 61
	10.2	Good Leaver Exceptions ................................................................................ 62
	10.3	Bad Leaver ....................................................................................................... 62
11.	CHANGE OF CONTROL AND WINDING-UP ............................................................... 62
	11.1	Vesting of Performance Rights ...................................................................... 62
	11.2	Acquisitions of shares in Acquiring Company ............................................. 63

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12.	PARTICIPATION RIGHTS AND REORGANISATION ...................................................... 63	PARTICIPATION RIGHTS AND REORGANISATION ...................................................... 63
	12.1	Participation Rights .......................................................................................... 63
	12.2	Adjustment for reorganisation ....................................................................... 63
13.	AMENDMENTS ............................................................................................................ 63
	13.1	Power to amend Plan ..................................................................................... 63
	13.2	Adjustment to Performance Right Terms ...................................................... 64
	13.3	Notice of amendment .................................................................................... 64
14.	TRUST	........................................................................................................................... 64
15.	MISCELLANEOUS ........................................................................................................ 65
	15.1	Rights and obligations of Participant ............................................................ 65
	15.2	Power of the Board ......................................................................................... 66
	15.3	Dispute or disagreement ................................................................................ 66
	15.4	ASIC relief .......................................................................................................... 66
	15.5	Non-residents of Australia ............................................................................... 66
	15.6	Communication ............................................................................................... 67
	15.7	Attorney ............................................................................................................ 67
	15.8	Costs and Expenses ......................................................................................... 67
	15.9	Data protection ............................................................................................... 68
	15.10	Error in Allocation ............................................................................................. 68
	15.11	Dispute .............................................................................................................. 68
	15.12	No fiduciary capacity ..................................................................................... 68
	15.13	ASX Listing Rules ............................................................................................... 68
	15.14	Enforcement ..................................................................................................... 68
	15.15	Laws governing Plan ....................................................................................... 68

51

RED MOUNTAIN MINING LTD ACN 119 568 106

PERFORMANCE RIGHTS PLAN

The Directors are empowered to operate the Red Mountain Mining Ltd Performance Rights Plan ( Plan ) on the following terms and in accordance with the ASX Listing Rules of ASX (where applicable).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of the Plan, the following words have the following meanings.

Acceptance Form means the Acceptance Form by which an Eligible Participant accepts an Offer for Performance Rights, in substantially the same form as set out in Schedule 2 or as otherwise approved by the Company from time to time.

ASIC means the Australian Securities and Investments Commission.

Associated Body Corporate means:

• (a) a related body corporate (as defined in the Corporations Act) of the Company;

• (b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and

• (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Blackout Period means a period when the Participant is prohibited from trading in the Company's securities by the Company's written policies.

Board means the board of Directors of the Company or committee appointed by the Board for the purposes of the Plan.

Business Day means those days other than a Saturday, Sunday, New Year’s Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which the ASX shall declare and publish is not a business day.

Change of Control means:

• (a) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in at least 50.1% of the Company’s issued Shares;

• (b) a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in

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connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (c) in any other case, a person obtains Voting Power in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board

Closing Date means the date on which an Offer is stated to close.

Company means Red Mountain Mining Ltd (ACN 119 568 106).

Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.

Director means a director of the Company.

Eligible Participant means:

• (a) an Executive Director of the Company or any Group Company;

• (b) a full or part time employee of the Company or any Group Company; or

• (c) subject to, and in accordance with, any necessary ASIC relief being obtained, a contractor of a Group Company.

who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan.

Employee Share Scheme has the meaning given in section 9 of the Corporations Act.

Executive Director means a Director who holds salaried employment or office with a Group Company.

Expiry Date means, in respect of a Performance Right, the date that the Performance Right will lapse if it has not otherwise vested or lapsed in accordance with the Plan, as determined by the Board in its discretion with respect to that Performance Right at the time of the grant of that Performance Right.

Group means the Company and each of its Associated Bodies Corporate.

Group Company means the Company or an Associated Body Corporate.

Holding Lock has the meaning given to that term in the ASX Listing Rules.

Marketable Parcel has the meaning given to that term in the ASX Listing Rules.

Offer means an offer made to an Eligible Participant to be granted one or more Performance Rights under the Plan as set out in an Offer Document.

Offer Document means an offer document in substantially the same form as set out in Schedule 2, or such other form as required by the Board from time to time consistent with the Corporations Act and the Class Order.

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Participant means an Eligible Participant to whom Performance Rights have been granted under the Plan.

Performance Right means a right to acquire a Share, subject to satisfaction of any Vesting Conditions, and the corresponding obligation of the Company to provide the Share, under a binding contract made by the Company and an Eligible Participant in the manner set out in this Plan.

Plan means the plan as set out in this document, subject to any amendments or additions made under clause 13.

Redundancy means termination of the employment of a Relevant Person due to economic, technological, structural or other organisational change where:

• (a) no Group Company requires the duties and responsibilities carried out by the Eligible Participant to be carried out by anyone; or

• (b) no Group Company requires the position held by the Eligible Participant to be held by anyone.

Relevant Interest has the meaning given in the Corporations Act.

Relevant Person means an Eligible Participant.

Restriction Period means the period during which a Share issued on the vesting of a Performance Right cannot be transferred or otherwise dealt with in accordance with Clause 9.

Retirement means where a Relevant Person intends to permanently cease all gainful employment in circumstances where the Relevant Person provides, in good faith, a written statutory declaration to the Board to that effect.

Severe Financial Hardship means the Eligible Participant is unable to provide themselves, their family or other dependents with basic necessities such as food, accommodation and clothing, including as a result of family tragedy, financial misfortune, serious illness, impacts of natural disaster and other serious or difficult circumstances.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Takeover Bid means a takeover bid (as defined in the Corporations Act) to acquire the Company’s Shares.

Total and Permanent Disability means that the Relevant Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Relevant Person unlikely to engage in their usual occupation again.

Vesting Condition means, in respect of a Performance Right, any condition set out in the Offer which must be satisfied (unless waived by the Board in its absolute discretion) before that Performance Right can vest or any other restriction on vesting of that Performance Right specified in the Offer or in this Plan.

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Voting Power has the meaning given to that term in Section 9 of the Corporations Act.

1.2 Interpretations

In this Plan unless the context otherwise requires:

• (a) headings are for convenience only and do not affect the interpretation of this Plan;

• (b) any reference in the Plan to any enactment of the ASX Listing Rules includes a reference to that enactment or those ASX Listing Rules as from time to time amended, consolidated, re-enacted or replaced;

• (c) the singular includes the plural and vice versa;

• (d) any words denoting one gender include the other gender;

• (e) where any word or phrase is given a definite meaning in this Plan, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

• (f) a reference to:

• (i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

• (ii) a document includes all amendments or supplements to that document;

• (iii) a clause is a reference to a clause of this Plan;

• (iv) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;

• (v) an agreement other than this Plan includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and

• (vi) a monetary amount is in Australian dollars; and

• (g) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.

2. PURPOSE

The purpose of the Plan is to:

• (a) assist in the reward, retention and motivation of Eligible Participants;

• (b) link the reward of Eligible Participants to performance and the creation of Shareholder value;

• (c) align the interests of Eligible Participants more closely with the interests of Shareholders by providing an opportunity for Eligible Participants to

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receive Shares;

• (d) provide Eligible Participants with the opportunity to share in any future growth in value of the Company; and

• (e) provide greater incentive for Eligible Participants to focus on the Company's longer term goals.

3. COMMENCEMENT AND TERM

• (a) This Plan will commence on the date determined by resolution of the Board and will continue until terminated by the Board.

• (b) The Board may terminate the Plan at any time by resolution. Termination shall not affect the rights or obligations of a Participant or the Company which have arisen under the Plan before the date of termination and the provisions of the Plan relating to a Participant’s Performance Rights shall survive termination of the Plan until fully satisfied and discharged.

4. OFFER OF PERFORMANCE RIGHTS

4.1 Offer

• (a) The Board may, from time to time, in its absolute discretion, may make a written offer to Eligible Participants to apply for up to a specified number of Performance Rights, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer ).

• (b) In exercising that discretion, the Board may have regard to the following (without limitation):

• (i) the Eligible Participant's length of service with the Group;

• (ii) the contribution made by the Eligible Participant to the Group;

• (iii) the potential contribution of the Eligible Participant to the Group; or

• (iv) any other matter the Board considers relevant.

4.2 Offer Document

An Offer must be made using an Offer Document.

4.3 Personal Offer

An Offer is personal and is not assignable.

4.4

Offer to be provided to Eligible Participants

An Offer will advise the Eligible Participant of the following minimum information regarding the Performance Rights:

• (a) the maximum number of Performance Rights that the Eligible Participant may apply for, or the formula for determining the number of Performance Rights that may be applied for;

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• (b) the maximum number of Shares that the Participant is entitled to be issued on the vesting of each Performance Right or the formula for determining the maximum number of Shares;

• (c) any applicable Vesting Conditions;

• (d) when unvested Performance Rights will expire ( Expiry Date );

• (e) the date by which an Offer must be accepted ( Closing Date ); and

• (f) any other relevant conditions to be attached to the Performance Rights or the Shares to be issued on the vesting of the Performance Rights.

4.5 No Consideration

Performance Rights granted under the Plan will be issued for nil cash consideration.

4.6 Vesting Conditions

A Performance Right may be made subject to Vesting Conditions as determined by the Board in its discretion and as specified in the Offer for the Performance Right.

4.7 Disposal of Performance Rights

Performance Rights are transferable, except as otherwise specified in this Plan or the Offer and will not be quoted on the ASX.

4.8 Share Restriction Period

A Share issued on vesting of a Performance Right is subject to a Restriction Period in accordance with Clause 9 of this Plan.

4.9 Limit on Offers

The Company must take reasonable steps to ensure that the number of Shares to be issued on vesting of Performance Rights offered under an Offer, when aggregated with:

• (a) the number of Shares that would be issued if each outstanding Offer or other offer with respect to Shares, units of Shares or options to acquire Shares under an Employee Share Scheme (including this Plan) were to be accepted or vest; and

• (b) the number of Shares issued during the previous 5 years under the Plan or any other Employee Share Scheme extended only to Eligible Participants,

does not exceed 5% of the total number of Shares on issue at the time of an Offer (but disregarding any offer or issue with respect to Shares, units of Shares or options to acquire Shares that can be disregarded in accordance with the Class Order).

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5. ACCEPTANCE

5.1 Acceptance Time Period

An Eligible Participant may only accept an Offer within the time period specified in the Offer Document in whole or in part, by signing and returning an Acceptance Form to the Company no later than the Closing Date.

5.2 Board’s right to reject

• (a) The Board may accept or reject any Acceptance Form in its absolute discretion.

• (b) Before accepting or rejecting the Acceptance Form, the Board may require the applicant to provide any information that the Board requests concerning the person's entitlement to lodge an Acceptance Form under this Plan.

• (c) The Board must promptly notify an applicant if an Acceptance Form has been rejected, in whole or in part.

5.3 Participant Agrees to be Bound

An Eligible Participant, by submitting an Acceptance Form, agrees to be bound by the terms and conditions of the Offer and Acceptance Form, the Plan and the Constitution of the Company, as amended from time to time.

6. GRANT OF PERFORMANCE RIGHTS

6.1 Grant of Performance Rights

• (a) Subject to clause 6.2, once the Board has received and accepted a duly signed and completed Acceptance Form for Performance Rights, the Company must, provided the Eligible Participant to whom the Offer was made remains an Eligible Participant, promptly grant Performance Rights to the applicant, upon the terms set out in the Offer, the Acceptance Form and the Plan and upon such additional terms and conditions as the Board determines.

• (b) The Company will, within a reasonable period after the date a Performance Right is granted, issue the applicant with a certificate evidencing the grant of the Performance Right.

6.2

Approvals

The Company’s obligation to grant Performance Rights is conditional on:

• (a) the grant of the Performance Rights complying with all applicable legislation; and

• (b) all necessary approvals required under any applicable legislation being obtained prior to the grant of the Performance Rights.

6.3 Restrictions on Dealings and Hedging

• (a) A Performance Right granted under the Plan is only transferable, assignable or able to be otherwise disposed or encumbered:

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• (i) with the consent of the Board (which may be withheld in its absolute discretion); or

• (ii) by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

• (b) A Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure, to their Performance Rights.

• (c) Where the Participant purports to transfer, assign, mortgage, charge or otherwise dispose or encumber a Performance Right, other than in accordance with clause 6.3(a), or hedge a Performance Right contrary to clause 6.3(b), the Performance Right immediately lapses.

7. VESTING OF PERFORMANCE RIGHTS

• (a) Subject to clause 10.2 (Good Leaver Exceptions) and clause 10 (Change in Control and Winding Up), a Performance Right granted under the Plan will not vest unless the Vesting Conditions (if any) attaching to that Performance Right have been satisfied and the Board has notified the Participant of that fact.

• (b) The Board must notify a Participant in writing within 10 Business Days of becoming aware that any Vesting Condition attaching to a Performance Right has been satisfied.

7.2

One or Several Parcels

Performance Rights may vest in one or more parcels of any size, provided that the number of Shares issued upon vesting of Performance Rights in any parcel is not less than a Marketable Parcel.

8. ISSUE OF SHARES

8.1 Issue of Shares

Subject to the Corporations Act, the ASX Listing Rules and this Plan, the Company must issue to the Participant the number of Shares the Participant is entitled to be issued in respect of vested Performance Rights within 10 business days of the Performance Rights vesting.

8.2 Blackout Period, Takeover Restrictions and Insider Trading

If the issue of Shares on vesting of a Performance Right would otherwise fall within a Blackout Period, or breach the insider trading or takeover provisions of the Corporations Act, the Company may delay the issue of the Shares until 10 Business Days following the expiration, as applicable, of the Blackout Period or the day on which the insider trading or takeover provisions no longer prevent the issue of the Shares.

8.3

Withholding

If a Participant is liable for tax, duties or other amounts on the vesting of their Performance Rights, and the Company is liable to make a payment to the appropriate authorities on account of that liability, unless the Participant and the

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Company agree otherwise, the Company must issue and sell such number of Shares which would otherwise be issued and allocated to the Participant so that the net proceeds of sale equal the payment the Company is required to pay to the appropriate authorities.

8.4 Share ranking

All Shares allotted under the Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their allotment.

8.5 Quotation on ASX

• (a) If Shares of the same class as those allotted under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX within 10 Business Days of Shares being allotted for those Shares to be quoted on ASX.

• (b) The Company will not apply for quotation of any Performance Rights on the ASX.

8.6 Sale of Shares

• (a) Subject to clause 9 (Restriction on Disposal of Shares), there will be no transfer restrictions on Shares allotted under the Plan unless the sale, transfer or disposal by the Participant of the Shares issued to them on vesting of the Performance Rights (or any interest in them) would require the preparation of a disclosure document (as that term is defined in the Corporations Act).

• (b) If a disclosure document is required, the Participant agrees to enter into such arrangements with the Company as the Board considers appropriate to prevent the sale, transfer or disposal of the relevant Shares in a manner that would require a disclosure document to be prepared.

• (c) The Company will issue, where required to enable Shares issued on vesting of Performance Rights to be freely tradeable on the ASX from the date of issue, a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where a cleansing statement is required, but cannot be issued, the Company will have a prospectus available in relation to the Shares which complies with the requirements of the Corporations Act.

9. RESTRICTION ON DISPOSAL OF SHARES

9.1 Restriction

• (a) Subject to clause 9.1(b), any Share acquired by a Participant on the vesting of a Performance Right must not be disposed of or dealt with in any way by that Participant until the earlier of:

• (i) the time when an event occurs so that the Eligible Participant to whom the Offer was originally made is no longer an Eligible Participant in any Group Company;

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• (ii) the Board approving by resolution that the restriction on disposal in this clause 9.1 is released

• (iii) there is a Change in Control or the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company; or

• (iv) the seven year anniversary of the date of grant of the Performance Right ( Restriction Period ).

• (b) Clause 9.1(a) does not apply to any transfers by force of law, upon death, to the Participant’s legal personal representative or, upon bankruptcy, to the Participant’s trustee in bankruptcy.

9.2 Enforcing the disposal restriction

The Company will make such arrangements as it considers necessary to enforce the restriction on disposal of Shares under clause 9.1 and the Participant must agree to such arrangements, including entering into a voluntary restriction agreement.

9.3 Holding Locks

Without limiting clause 9.2, and subject to the ASX Listing Rules, the Company will procure that a Holding Lock be put on those Shares while the Shares are subject to the restriction on disposal under clause 9.1.

9.4 Removing the restriction

Within 10 business days of the Company becoming aware that the restriction on disposal of Shares under clause 9.1 no longer applies, the Company must procure that any restriction on dealing with that Share pursuant to this Plan no longer applies.

9.5 Removing Holding Locks

Without limiting clause 9.4, when the Company becomes aware that a Share is no longer subject to the restriction on disposal in clause 9.1, the Company must, within 10 business days, procure that any Holding Lock on that Share is removed.

10. LAPSE OF PERFORMANCE RIGHTS

10.1 Lapsing of Performance Right

A Performance Right will lapse upon the earlier to occur of:

• (a) an unauthorised dealing in, or hedging of, the Performance Right occurring, as governed by clause 6.3(c);

• (b) a Vesting Condition in relation to the Performance Right not being satisfied by the due date, or becoming incapable of satisfaction, as determined by the Board in its absolute discretion;

• (c) a Participant ceasing to be an Eligible Participant, unless clause 10.2 (Good Leaver Exceptions) is applied;

• (d) a Performance Right lapses under clause 10.3 (Bad Leaver);

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• (e) the Performance Right lapses following a Change in Control, or winding up resolution or order, in accordance with clause 11;

• (f) the Expiry Date; and

• (g) the 7 year anniversary of the date of grant of the Performance Rights.

10.2 Good Leaver Exceptions

Where a Participant ceases to be an Eligible Participant as a result of:

• (a) death or Total or Permanent Disability;

• (b) Retirement or Redundancy;

• (c) Severe Financial Hardship;

• (d) death of an immediate family member of the Participant;

• (e) substantial change in circumstances, out of the control of the Participant which affects the ability of the Participant to perform his or her role with a Group Company; or

• (f) terminal illness of the Participant or an immediate family member,

the Board may determine, in its absolute discretion, within 10 Business Days of the Participant ceasing to be an Eligible Participant, that all or a portion of the Participant’s unvested Performance Rights vest rather than lapsing, in which case clause 7 applies.

10.3 Bad Leaver

Where a Participant:

• (a) in the opinion of the Board, acts fraudulently or dishonestly, is grossly negligent, demonstrates serious and wilful misconduct, or causes a material adverse effect on the reputation of the Company;

• (b) has his or her employment terminated due to serious or wilful misconduct or otherwise for cause without notice; or

• (c) becomes ineligible to hold his or her office due to Part 2D.6 of the Corporations Act,

the Board may, by written notice to the Participant, deem any unvested Performance Rights of the Participant to have lapsed.

11. CHANGE OF CONTROL AND WINDING-UP

11.1 Vesting of Performance Rights

• (a) Subject to the terms and conditions of a grant of a Performance Right, any unvested Performance Rights will vest within 10 Business Days of: (i) a Change of Control occurring: or

• (ii) the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company,

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• (iii) in which case the Board must promptly notify the holder of the vested Performance Rights in writing.

• (b) Any unvested Performance Rights that do not vest under clause 11.1(a) automatically lapse.

11.2 Acquisitions of shares in Acquiring Company

If a company ( Acquiring Company ) obtains control of the Company as a result of a Change of Control and both the Company and the Acquiring Company agree, a Participant may, in respect of any vested Performance Rights, be provided with shares of the Acquiring Company or its parent in lieu of Shares, on substantially the same terms and subject to substantially the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares subject to the Performance Rights.

12. PARTICIPATION RIGHTS AND REORGANISATION

12.1 Participation Rights

• (a) There are no participating rights or entitlements inherent in the Performance Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance Right.

• (b) A Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can vest.

• (c) A Participant who is not a Shareholder is not entitled to:

• (i) notice of, or to vote or attend at, a meeting of the Shareholders of the Company; or

• (ii) receive any dividends declared by the Company,

• (iii) unless and until any Performance Right vests and the Participant holds Shares that provide the right to notice and dividends.

12.2 Adjustment for reorganisation

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

13. AMENDMENTS

13.1 Power to amend Plan

Subject to clause 13.2, the Corporations Act and the ASX Listing Rules:

• (a) the Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Performance Right granted under the Plan, provided that any material change to the provisions of the Plan will be subject to Shareholder approval; and

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• (b) any amendment may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made.

13.2 Adjustment to Performance Right Terms

• (a) Subject to any requirements of the ASX Listing Rules, the Board will have the power to make adjustments to or vary the terms of a Performance Right.

• (b) No adjustment or variation of the terms of a Performance Right will be made without the consent of the Participant who holds the relevant Performance Right if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of his or her outstanding Performance Rights), other than an adjustment or variation introduced primarily:

• (i) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;

• (ii) to correct any manifest error or mistake;

• (iii) to enable a member of the Group to comply with the Corporations Act, the ASX Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body; or

• (iv) to take into consideration possible adverse taxation implications in respect of the Plan including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering such legislation.

13.3 Notice of amendment

As soon as reasonably practicable after making any amendment under clause 13.1, the Board will give notice in writing of that amendment to any Participant affected by the amendment.

14. TRUST

• (a) The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares issued upon vesting of a Participant’s Performance Rights, including for the purpose of enforcing the disposal restrictions and appointing a trustee to act as trustee of the trust.

• (b) The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust.

• (c) The Board may at any time amend all or any of the provisions of this Plan to effect the establishment of a trust and the appointment of a trustee as detailed in this clause.

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15. MISCELLANEOUS

15.1 Rights and obligations of Participant

• (a) The rights and obligations of Eligible Participant under the terms of their office, employment or contract with a Group Company are not affected by their participating in the Plan. This Plan will not form part of, and are not incorporated into, any contract of any Eligible Participant (whether or not they are an employee of a Group Company).

• (b) No Participant will have any rights to compensation or damages in consequence of:

• (i) the termination, for any reason, of the office, employment or other contract with a Group Company of the Participant where those rights arise, or may arise, as a result of the Participant ceasing to have rights under the Plan as a result of such termination; or

• (ii) the lapsing of Performance Rights in accordance with this Plan.

• (c) Nothing in this Plan, participation in the Plan or the terms of any Performance Right:

• (i) affects the rights of any Group Company to terminate the employment, engagement or office of an Eligible Participant or a Participant (as the case may be);

• (ii) affects the rights and obligations of any Eligible Participant or Participant under the terms of their employment, engagement or office with any Group Company;

• (iii) confers any legal or equitable right on an Eligible Participant or a Participant whatsoever to take action against any Group Company in respect of their employment, engagement or office;

• (iv) confers on an Eligible Participant or a Participant any rights to compensation or damages in consequence of the termination of their employment, engagement or office by any Group Company for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination; or

• (v) confers any responsibility or liability or any Group Company or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Participant or Participant.

• (d) If a Vesting Condition attached to a Performance Right requires a Participant to remain an employee of a Group Company, then the Participant will be treated as having ceased to be an employee of a Group Company at such time the Participant’s employer ceases to be a Group Company.

• (e) A Participant who is granted an approved leave of absence and who exercises their right to return to work under any applicable award, enterprise agreement, other agreement, statute or regulation before

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the vesting of a Performance Right under the Plan will be treated for those purposes as not having ceased to be such an employee.

15.2 Power of the Board

• (a) The Plan is administered by the Board which has power to:

• (i) determine appropriate procedures for administration of the Plan consistent with this Plan; and

• (ii) delegate to any one or more persons, for such period and on such conditions as it may determine, the exercise of any of its powers or discretions arising under the Plan.

• (b) Except as otherwise expressly provided in this Plan, the Board has absolute and unfettered discretion to act, or refrain from acting, under or in connection with the Plan or any Performance Rights under the Plan and in the exercise of any power or discretion under the Plan.

15.3

Dispute or disagreement

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan or to any Performance Rights granted under it, the decision of the Board is final and binding.

15.4 ASIC relief

• (a) Notwithstanding any other provisions of the Plan, every covenant or other provisions set out in an exemption or modification granted from time to time by ASIC in respect of the Plan pursuant to its power to exempt and modify the Corporations Act and required to be included in the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan.

• (b) To the extent that any covenant or other provision deemed by this clause to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision shall prevail.

15.5 Non-residents of Australia

• (a) The Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which rights offered under the Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Participant or to any Group Company in relation to the rights. Any additional rule must conform to the basic principles of the Plan.

• (b) When a Performance Right is granted under the Plan to a person who is not a resident of Australia the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any securities, exchange control or taxation laws or regulation or similar factors which may apply to the Participant or to any Group Company in relation to the Performance Right.

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15.6 Communication

• (a) Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post or facsimile:

• (i) in the case of a company, to its registered office;

• (ii) in the case of an individual, to the individual’s last notified address; or

• (iii) where a Participant is an Executive Director or employee of a Group Company, either to the Participant’s last known address or to the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of the Participant’s office of employment.

• (b) Where a notice or other communication is given by post, it is deemed to have been received 48 hours after it was put into the post properly addressed and stamped. Where a notice or other communication is given by facsimile, it is deemed to have been received on completion of transmission. Where a notice is given by electronic transmission, the notice is taken to have been received at the time the electronic transmission is sent.

15.7 Attorney

Each Participant:

• (a) irrevocably appoints the Company and any person nominated from time to time by the Company (each an attorney), severally, as the Participant’s attorney to complete and execute any documents, including applications for Shares and Share transfers, and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of this Plan;

• (b) covenants that the Participant will ratify and confirm any act or thing done pursuant to this power;

• (c) releases each Group Company and the attorney from any liability whatsoever arising from the exercise of the powers conferred by this clause; and

• (d) indemnifies and holds harmless each Group Company and the attorney in respect thereof.

15.8 Costs and Expenses

The Company will pay all expenses, costs and charges in relation to the establishment, implementation and administration of the Plan, including all costs incurred in or associated with the issue or purchase of Shares for the purposes of the Plan.

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15.9 Data protection

By lodging an Acceptance Form, each Participant consents to the holding and processing of personal data provided by the Participant to any Group Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

• (a) administering and maintaining Participants' records;

• (b) providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

• (c) providing information to future purchasers of the Company or the business in which the Participant works; and

• (d) transferring information about the Participant to a country or territory outside Australia.

15.10 Error in Allocation

If any Performance Rights are provided under this Plan in error or by mistake to a person ( Mistaken Recipient ) who is not the intended recipient, the Mistaken Recipient shall have no right or interest, and shall be taken never to have had any right or interest, in those Performance Rights and those Performance Rights will immediately lapse.

15.11 Dispute

Any disputes or differences of any nature arising under the Plan will be referred to the Board for determination.

15.12 No fiduciary capacity

The Board may exercise any power or discretion conferred on it by this Plan in the interest or for the benefit of the Company, and in so doing the Board is not required to act in the interests of another person or as requested by another person and will not be under any fiduciary obligation to another person.

15.13 ASX Listing Rules

While the Company remains admitted to the ASX, the provisions of the ASX Listing Rules of the ASX will apply to the Plan, and to the extent that the Plan and the ASX Listing Rules are inconsistent, the provisions of the ASX Listing Rules will prevail.

15.14 Enforcement

This Plan, any determination of the Board made pursuant to this Plans, and the terms of any Performance Rights granted under the Plan, will be deemed to form a contract between the Company and the Participant.

15.15 Laws governing Plan

• (a) This Plan, and any Performance Rights issued under it, are governed by the laws of Western Australia and the Commonwealth of Australia.

• (b) The Company and the Participants submit to the non-exclusive jurisdiction of the courts of Western Australia.

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PERFORMANCE RIGHTS PLAN – OFFER DOCUMENT

[insert date]

[insert name]

[Insert address]

Dear (*)

RED MOUNTAIN MINING LTD - PERFORMANCE RIGHTS PLAN

The board of directors of Red Mountain Mining Ltd (ACN 119 568 106) ( Company ) is pleased to make an offer to you of Performance Rights under its Performance Rights Plan ( Plan ) on the terms of this offer letter ( Offer ). Terms used in this Offer have the same meaning as used in the Plan.

The Company informs you of the following:

• (a) this Offer is subject to the terms and conditions of the Performance Rights Plan, a copy of which is attached to this Offer;

• (b) subject to the following, you will be granted [insert] Performance Rights under the Plan for nil consideration in the following tranches and subject to the following vesting conditions:

• (i) [insert details of tranche and vesting conditions];

• (ii) [insert details of tranche and vesting conditions];

• (c) the grant of the Performance Rights is subject to the terms of the Plan, including the Company obtaining any necessary Shareholder approvals and you remaining an Eligible Participant at the time the Performance Rights are to be issued and converted into Shares;

• (d) the Expiry Date of the Performance Right is seven years after the date of grant;

• (e) this Offer remains open for acceptance by you until 5pm WST on [insert date] ( Closing Date ) at which time the Offer will close and lapse;

• (f) you may apply for the Performance Right by filling out Acceptance Form below and returning to the Company Secretary before the Closing Date;

• (g) you may apply for the Performance Right to be registered in your name;

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• (h) unless the Plan provides otherwise, the Shares to which you are entitled on vesting of the Performance Right will be allotted and issued to you as soon as practicable after the vesting date;

• (i) unless the Plan provides otherwise, the Company will apply for the Shares to be quoted on the ASX in accordance with the ASX Listing Rules as soon as practicable after the issue date. However, the Shares will be subject to restrictions on disposal in accordance with the Plan and the Company will impose a holding lock with the Company’s share registry and will not be able to be traded until the holding lock is lifted by the Company; and

• (j) the Company will issue, where required to enable Shares issued on vesting of Performance Rights to be freely tradeable on the ASX from the date of issue, a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where a cleansing statement is required, but cannot be issued, the Company will have a prospectus available in relation to the Shares which complies with the requirements of the Corporations Act.

This Offer and all other documents provided to you at the time of this Offer contain general advice only and you should consider obtaining your own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice. You are advised to seek independent professional advice regarding the Australian tax consequences of the grant of Performance Rights and the acquiring and disposing of any Shares that are issued on vesting of Performance Rights under the Plan according to your own particular circumstances.

Please confirm your acceptance of the Offer set out in this letter by completing the Acceptance Form below and returning it to the Company.

Yours faithfully

[insert name] Red Mountain Mining Ltd

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PERFORMANCE RIGHTS PLAN – ACCEPTANCE FORM

Red Mountain Mining Ltd (ACN 119 568 106) ( Company ) has invited you, by an offer dated [insert] ( Offer ), to apply for the grant under its Performance Rights Plan ( Plan ) of certain Performance Rights.

The person below hereby applies for the Performance Rights under the terms of the Offer, this Acceptance Form and the Plan.

Full Name:

Address:

Ph: Email:

Tax file number(s) or exemption:

CHESS HIN (where applicable):

In applying for the grant of Performance Rights under the Offer, the person below acknowledges and agrees:

• (a) to be entered on the register of members of the Company as the holder of the Performance Rights applied for, and any Shares issued on the vesting of the Performance Rights;

• (b) to be bound by the terms of the Constitution of the Company;

• (c) to be bound by the terms and conditions of the Plan;

• (d) to be bound by the terms and conditions of the Offer;

• (e) a copy of the full terms of the Plan has been provided to it;

• (f) that, by completing this Acceptance Form, it agrees to appoint the Company Secretary as its attorney to complete and execute any documents and do all acts on its behalf which may be convenient or necessary for the purpose of giving effect to the provisions of the Plan (if applicable);

• (g) that any tax liability arising from the Company accepting your application for Performance Rights under the Plan or the issue of Shares on vesting of the Performance Rights is your responsibility and not that of the Company; and

• (h) to the extent required by the terms of the Plan and the ASX Listing Rules, to enter into any necessary restriction agreement in relation to any Shares provided on the vesting of the Performance Rights and to the placing of a holding lock on those Shares.

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Where an individual

SIGNED by [insert] in the presence of: ) ) )

Signature of witness Signature

_________ Name of witness

Where an Australian company

EXECUTED by [INSERT COMPANY NAME] ) ACN ([INSERT ACN]) ) in accordance with its constitution and in ) the presence of:

Signature of director Signature of director/company secretary (please delete as applicable)

Name of director Name of director/company secretary (please delete as applicable)

• Delete if not applicable

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Lodge your vote:



By Mail:

Red Mountain Mining Limited Unit 1, 2 Richardson Street West Perth, Western Australia, 6005

Alternatively you can fax your form to (within Australia) 08 9486 8616 (outside Australia) +61 8 9486 8616

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 2:00pm (WST) Saturday 16 November 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View the annual report, 24 hours a day, 7 days a week: www.redmm.com.au

Your secure access information is:

To view and update your securityholding:

SRN/HIN:

www.investorcentre.com

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Red Mountain Mining Limited hereby appoint

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the Chairman OR

of the Meeting

Please mark to indicate your directions

XX

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Red Mountain Mining Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia on Monday 18 November 2013 at 2:00pm (WST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/ our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 8, 9 and 10 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 8, 9 and 10 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: For Resolutions 1 and 9, this express authority is also subject to you marking the box in the section below.

If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 8, 9 and 10 by marking the appropriate box in step 2 below.

Important for Resolutions 1 and 9: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Resolutions 1 and 9 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Resolutions 1 and 9, the Chairman of the Meeting will not cast your votes on Resolutions 1 and 9 and your votes will not be counted in computing the required majority if a poll is called on these resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 and 9 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Resolutions 1 and 9 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

STEP 2	Items of Business	Items of Business		PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.	PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
		For	Against		Abstain				For	Against	Abstain
Resolution 1	Adopt Remuneration						Resolution 7	Approve
Resolution 2	Report Re-election of Neil Warburton as a						Resolution 8	Performance Rights Plan Approve Issue of
Resolution 3	Director Ratify Issue of 16,000,000 Options						Resolution 9	Performance Rights to Jon Dugdale Approve Issue of
	to Nominees of							Performance Rights
Resolution 4	Patersons Securities Limited Ratify Issue of						Resolution 10	to Neil Warburton Approve Issue of Performance Rights
Resolution 5	4,285,000 Shares to Consultant Ratify Issue of						Resolution 11	to Michael Wolley Approve Additional 10% Placement
Resolution 6	4,351,950 Shares to Consultant Ratify Issue of 3,875,000 Shares to						Resolution 12	Capacity Approve New Constitution
	Contractor						Resolution 13	Approve Proportional Takeover Provisions

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

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SIGN
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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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1 7 4 2 5 3 A

R M X