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Red Mountain Mining Ltd ACN 119 568 106

Annual Report 30 June 2015

ACN 119 568 106 Red Mountain Mining Ltd

Contents	Page
Corporate Directory	1
Chairman’s Letter	2
Directors’ Report	3
Auditor’s Independence Declaration	32
Financial Report	33
Directors’ Declaration	78
Independent Auditor’s Report to the Members	79
Additional Shareholder Information	81
Tenement Schedule	91
Annual Mineral Resource Statement	93

Competent Person Statement

The information in this Annual Report relating to Mineral Resources and post December 2013 Exploration Results is based on information compiled by Mr Jon Dugdale who is a Fellow of the Australasian Institute of Mining and Metallurgy and has sufficient exploration experience which is relevant to the various styles of mineralisation under consideration to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Dugdale is a full time employee and Managing Director of Red Mountain Mining Ltd. The Company is not aware of any new information or data that materially affects the information as previously released and all material assumptions and technical parameters underpinning the Mineral Resource estimates continue to apply and have not materially changed. Mr Dugdale has consented to the inclusion in the Annual Report of the matters based on his information in the form and context in which it appears. The Annual Mineral Resource Statement is based on and fairly represents information and supporting documentation prepared by competent persons. The Annual Mineral Resource Statement as a whole has been approved by Mr Dugdale.

The information in this Annual Report relating to pre December 2013 Exploration Results is based on information compiled by Mr Jon Dugdale who is a Fellow of the Australasian Institute of Mining and Metallurgy and has sufficient exploration experience which is relevant to the various styles of mineralisation under consideration to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Dugdale is a full time employee and Managing Director of Red Mountain Mining Ltd. Mr Dugdale takes responsibility and consents to the inclusion in the Annual Report of the matters based on his information in the form and context in which it appears.

Cautionary Statement

The production targets referred to in this announcement were first released to ASX on 20 November 2014 and updated on 23 January 2015. They are preliminary and there is no certainty that the production targets or the forecast financial information derived from the production targets, will be realised. All material assumptions underpinning production targets or forecast financial information derived from production targets continue to apply and have not materially changed.

ACN 119 568 106 Red Mountain Mining Ltd

Corporate Directory

Directors

Neil Warburton Non-executive Chairman

Jon Dugdale Managing Director

Michael Wolley Non-executive Director

Company Secretary

Shannon Coates

Auditor

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Solicitor

Steinepreis Paganin Level 4, 16 Milligan Street Perth WA 6000

Bankers

National Australia Bank 1232 Hay St West Perth WA 6005

Share Registry

Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth WA 6000

Securities Exchange Listing

Australian Securities Exchange (Home Exchange: Perth, Western Australia) ASX Codes: RMX Ordinary fully paid shares RMXO Options expiring 31 March 2016 RMXOA Options expiring 30 June 2016 RMXOD Options expiring 30 June 2016

Principal registered office in Australia

Unit 1 2 Richardson Street West Perth WA 6005

Website

www.redmm.com.au

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Chairman’s Letter

Dear fellow Shareholder,

It gives me great pleasure to present to you the Red Mountain Mining Ltd Annual Report for the year to 30 June 2015.

Despite continued difficult market conditions for Australia’s resources sector, particularly for junior explorers, Red Mountain Mining achieved substantial progress towards its dual milestones of completing the Definitive Feasibility Study (DFS) and permitting for the proposed Batangas Gold Project (Batangas Project) in the highly prospective Philippines region.

During this financial year, Red Mountain Mining continued to progress its strategy to become a gold project developer and producer. The Company met a significant milestone in November 2014, with the DFS modelling confirming a robust, low cost gold project with 46% Internal Rate of Return (IRR) for the Batangas Project. This model was subsequently updated in January 2015, indicating operating cash flow of A$67 million based on an Australian dollar gold price of A$1,600/oz Au, and resulting in free cash flow of A$45 million after repayment of expected capital and funding costs . The first phase of the DFS focussed on mining, metallurgy and processing costs and recovery inputs for the initial 5.2 years production target of 100,000oz of gold (Au) and 250,000oz of silver (Ag). The initial two years of production will be from the high grade South West Breccia (SWB) open pit at Lobo, mining and processing 174,000 tonnes @ 6.8 g/t Au (diluted) and then open pit mining at the Kay Tanda deposits at Archangel.

The initial 5.2 year production target is underpinned by the current JORC 2012 Indicated Resources totalling 2.97 million tonnes @ 2.4 g/t Au, containing 227,000oz gold and a further 3.2 million tonnes of Inferred Resources grading 2.1g/t Au containing 218,000oz gold that are not included in the initial phase of the DFS. The total Indicated and Inferred Resources at the Batangas Project are 6.19 million tonnes grading 2.2 g/t Au containing 444,000oz of gold.

During the year, the Company also continued to undertake exploration work at Batangas, identifying multiple new gold targets at the Lobo and Camo prospects.

To fund the ongoing DFS and exploration work, your Company undertook small private placements throughout the year. In addition to the private placements, Red Mountain completed a heavily oversubscribed Rights Issue, and subsequent additional placement to meet the demand, to raise just over A$1.1 million. Total funds raised during the year were $2,250,102 (before costs). The Company remains debt free on a cash basis as at 30 June 2015.

In addition to the capital raisings, Red Mountain Mining signed a binding Strategic Financing Partnership Agreement (the BMVL Agreement) in December 2014 with London backed, BVI registered private company Bluebird Merchant Ventures Ltd (BMVL). The BMVL Agreement includes a two stage funding arrangement totalling US$5.5 million (m) (~A$7.7m), earning BMVL up to 50% of the currently wholly owned subsidiary, Red Mountain Mining Singapore Ltd (RMMS), which is the holder of the Batangas Project assets. As at 30 June 2015, BMVL and its associates had invested US$0.5m and was finalising an IPO on the London Stock Exchange to continue its funding arrangements.

Post balance date, Red Mountain Mining undertook a Share Purchase Plan (SPP) which closed on the 3 September 2015 and raised approximately $0.6 million (before costs). Funds raised from the SPP will be used in part to drill the recently identified Tamarind target at Lobo, for a possible repeat of the SWB high grade gold resource.

I would like to take this opportunity to thank our staff and management, as well as my fellow Directors, for their hard work and dedication over the past year. I also thank you, our Shareholders, for your continued support and loyalty. I believe the coming year will hold many more exciting developments for Red Mountain Mining as we build on our successes of 2015, and I look forward to sharing that journey with you.

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Neil Warburton Non-executive Chairman

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Your Directors present their report on the Consolidated Entity (Group) consisting of Red Mountain Mining Ltd (Red Mountain Mining or the Company) and the entities it controlled at the end of, or during, the financial year ended 30 June 2015.

Directors

The following persons were Directors of Red Mountain Mining for the full financial year and up to the date of this report:

Neil Warburton Non-executive Chairman Jon Dugdale Managing Director Michael Wolley Non-executive Director

Significant changes in state of affairs

Operations

During the financial year ended 30 June 2015 Red Mountain Mining Ltd made significant progress towards its dual milestones of completing the Definitive Feasibility Study (DFS) and permitting for the proposed Batangas Gold Project (Batangas Project) mine development and the discovery of additional high-grade resources.

An interim DFS financial model for the initial project, producing 100,000oz of gold over 5.2 years of mining and processing, was released on the 20 November 2014 and updated 23 January 2015 (gold price A$1,600/oz; US$1,290/oz). This model indicates strong operating cash flow of A$67 million, free cash flow of A$45 million, including repayment of Capex of A$18.4 million; low pre-tax operating costs (US$703/oz Au; A$873/oz Au); a debt funded Internal Rate of Return (IRR) of 65% and a Net Present Value (NPV) (at 8% discount rate) of A$28.5 million.

During the period, the Company also continued exploration activities to define additional gold, silver and copper mineralisation at the Batangas Project. Further details are set out in the Review of Operations.

A Strategic Financing Partnership Agreement with London based Bluebird Merchant Ventures Ltd (BMVL) to fund the DFS, permitting and initial development, was signed on 23 December 2014. The Agreement is for two stages of funding, totalling US$5.5m (approximately A$7.7m), to earn BMVL up to 50% of the Company’s wholly owned subsidiary, Red Mountain Mining Singapore Ltd (RMMS), the holder of the Batangas Project. Stage 1, US$1m, is expected to fund the DFS, final permitting and reserve definition exploration drilling. Stage 2, US$4.5m, is subject to completion of the DFS and final mine permitting, and is planned to fund the initial development of the project.

Final permitting was significantly advanced through endorsement of the Company’s Social Development Management Plan (SDMP). On 20 May 2015, the Company announced that its Batangas Project development in the Philippines had been endorsed by the Lobo Municipal Council, having already received the required endorsement of the ten Barangay (township) Councils in January 2015. However on 31 July 2015, the Company was notified that the Lobo Municipal Council had withdrawn its previous endorsement for the Project, citing some environmental and “social acceptability” concerns. The Company will now seek to address these concerns and will re-submit to the Lobo Municipal Council for endorsement in due course. The Company will continue to consult with the next tiers of Government, including Batangas Provincial Council, while final technical review and mine permitting (Declaration of Mining Project Feasibility (DMPF)) is processed by the Central Government, Mines and Geosciences Bureau (MGB) prior to final approval by the Department of Environmental and Natural Resources (DENR) in Manila.

The Environmental Impact Statement (EIS) is being assessed by the Environmental Management Bureau prior to further consultation, then expected grant of an Environmental Compliance Certificate (ECC).

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Corporate

The Company raised a total of approximately $2,250,102 (before costs) during the year via a combination of private placements, a pro-rata non-renounceable rights issue (Rights Issue) and the exercise of options.

On 18 September 2014, 74,960,000 fully paid ordinary shares were issued at $0.008 (0.8 cent) per share via a placement to raise approximately $599,680 (before costs). Pursuant to the terms of the placement, subscribers were issued on 24 October 2014 a free attaching listed option, exercisable at $0.012 each on or before 31 March 2016, for every two shares issued under the placement.

On 24 October 2014, the Company issued 56,402,833 fully paid ordinary shares at an issue price of $0.006 (0.6 cent) per share to raise approximately $338,417 (before costs) via a placement. On 20 November 2014, 56,402,833 options, exercisable at $0.012 each on or before 31 March 2016, were issued to the October placement subscribers.

On 2 January 2015, the Company issued 61,325,000 fully paid ordinary shares at an issue price of $0.004 (0.4 cent) per share to raise approximately $245,300 (before costs) through a placement. Pursuant to the terms of the placement, subscribers were issued one free attaching listed option, exercisable at $0.012 each on or before 31 March 2016 and one free attaching listed option, exercisable at $0.03 each on or before 30 June 2016 for every two shares issued under the placement.

In addition to the capital raising of $245,300 (announced 23 December 2014), the Company raised a further $445,922 (before costs) through the issue of 111,480,599 new shares, at an issue price of $0.004 per share (New Shares); with 55,740,285 free attaching new options, exercisable at $0.006 (0.6 cent) each on or before 30 June 2016 (New RMXOD Options) and 55,740,285 free attaching new options, exercisable at $0.012 each on or before 31 March 2016 (New RMXO Options), pursuant to its recent pro-rata non-renounceable Rights Issue, the Prospectus for which was lodged with ASIC and released on ASX on 6 January 2015 (Rights Issue). Both the RMXO and RMXOD Options classes are now listed and tradeable on the ASX (released 11 February 2015).

On 11 March 2015, the Company announced it had placed shortfall from the Rights Issue and undertaken a further placement on the same terms as the Rights Issue to raise $660,000 (before costs) via the issue of a total of 165,000,000 shares, 82,500,000 RXMO Options and 82,500,000 RMXOD Options.

During the year, 37,800,000 Performance Rights, convertible to fully paid ordinary shares on achievement of various milestones, were issued to Managing Director Jon Dugdale and a further 14,050,500 Performance Rights were issued to Geoff Boswell, In-Country Manager – Philippines. These Performance Rights only vest subject to certain company milestones being achieved.

On 19 January 2015, after the completion of due diligence, an initial instalment of US$200,000 in Stage 1 funding was paid to the Company’s subsidiary, RMMS, by BMVL pursuant to the Strategic Financing Partnership Agreement. A further US$300,000 has been paid pursuant to the Strategic Financing Partnership Agreement to 30 June 2015.

During the period, following receipt of valid option exercise notices and cleared funds the Company issued 40,114 fully paid ordinary shares following the exercise of 40,114 options. A further 29,612,122 fully paid ordinary shares and 112,500,000 options exercisable at $0.006 (0.6 cent) each on or before 30 June 2016 were issued in lieu of cash consideration for services provided to the Company.

Principal activities

During the financial year, the principal activities of the Consolidated Entity consisted of advancing exploration and development studies on the Company’s flagship Batangas Project in the Philippines.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Review of operations

Summary

The 12 months to 30 June 2015 saw Red Mountain Mining achieve several key milestones towards realising the Company’s dual strategy of developing an initial low cost, early payback, gold mining and processing operation whilst continuing exploration to build high grade gold resource base at its Batangas Project, located two hours south of Manila in the Philippines.

The key highlights during the year ended 30 June 2015 were:

Discovery of high-grade surface gold extensions to the South West Breccia (SWB) Lode and the identification of a new gold target at the southwest end of the system in the footwall of high grade trenching at Limestone Target , called Tamarind . Planning was completed for drill testing of the new targets during the September quarter 2015. Highlights of the trenching program were:
SWB Ext. Trench 36 : 4.5m @ 14.8 g/t Au including 1.0m @ 44.9 g/t Au (ASX release 17 March 2015)
SWB Ext. Trench 37: 9m @ 28.9 g/t Au (ASX release 17 March 2015)
SWB Ext. Trench 38 : 3.0m @ 12.1 g/t Au including 1.0m @ 27.2 g/t Au (ASX release 11 June 2015)
SWB Ext., FW Lode: Trench 39: 2.1m @ 14.2 g/t Au incl. 0.6m @ 41.5 g/t Au (ASX release 11 June 2015) - Limestone, Trench 34: 3.5m @ 25.9 g/t Au including 1.5m @ 56.8 g/t Au (ASX release 2 February 2015)
Limestone, Trench 33C: 2m @ 14.2 g/t Au including 0.5m @ 41.0 g/t Au (ASX release 2 February 2015)
A trenching and diamond drilling program tested the Camo Silver-Copper-Gold target, located approximately 1.2 kilometres along strike northeast of the high grade gold SWB resource. A diamond drilling program totalling 8 holes for 538 metres tested down plunge from surface channel sampling results including Trench C1-14 of 4m @ 379 g/t Ag, 2.0 g/t Au and 0.62% Cu (ASX release 25 August 2014), defining a shallowly northeast plunging zone of silver with copper and gold mineralisation over a 125 metre strike length and to a maximum 100 metres vertical depth. The peak new drilling intersection during the 2015 financial year from this zone was in LB 119 : 5.5m @ 200 g/t Ag, 0.25 g/t Au, 0.65% Cu, 1.25% Pb + Zn from 27.5m downhole ( ASX release 2 October 2014).
The Company’s DFS was significantly progressed during the year. The Company produced an updated interim DFS financial model update on 23 January 2015 that indicated operating cash flow of A$67 million from a production target of 100,000oz Au and 250,000oz Ag from processing of 1.03 million ore tonnes over the initial 5.2 years of production. This was based on an Australian dollar gold price of A$1,600/oz and reduced diesel fuel costs in the Philippines compared to the Batangas Project Scoping Study initial interim DFS financial modelling released on 20 November 2014. This includes low pre-production capital of A$18.4 million (US$15 million), sustaining capital of A$4.3 million, and free cash flow of A$45 million. The interim DFS financial model confirms the low Capex, low operating costs, high IRR and economically robust cash flows over the initial 5.2 years of mining and processing of existing gold resources at the Batangas Gold Project. The Company is targeting completion of the DFS by the fourth quarter 2015.
Final permitting to allow the development of the Batangas Project was also significantly progressed during the 2015 financial year. The Environmental Impact Statement (EIS) has been reviewed by the Review Committee of the Environmental Management Bureau (EMB) and is nearing final recommendation to the Head of the EMB for approval of the Environmental Compliance Certificate (ECC). The Company also received endorsement for the project from the ten potentially affected Barangay (township) Councils in January 2015 (ASX release 23 January 2015). Lobo Municipal Council endorsement followed in April 2015 (ASX release 20 May 2015), but was withdrawn in July 2015. The Company is confident that the granting of the ECC will facilitate the Lobo Municipal Council to re-instate endorsement, providing the two out of three local government endorsements necessary to allow the assessment of the DMPF to proceed to the central Mines and Geosciences Bureau (MGB) level for recommendation to the Secretary of the Department of Environment and Natural Resources (DENR) for final approval.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Why the Philippines

The Company’s flagship Batangas Project is located in the Philippines, on the main northern island of Luzon, only 120 kilometres south of the Philippines Capital, Manila (see Figure 1 below).

The Philippines, and particularly Luzon Island, is strongly endowed with major gold and copper-gold resources. Several major, low cost mining operations have been developed by Australian companies in the Philippines, including the Masbate gold project developed by CGA Mining (and sold to B2Gold); the Co-O gold project, developed by Medusa Mining and the Didipio Copper-Gold project, developed by Oceana Gold. All of these major projects were approved and developed within the last 10 years along with numerous other base metal and gold projects.

The Company is well established at Batangas in the Philippines, with granted Mineral Production Sharing Agreements (MPSA’s – the Philippines equivalent of Mining Licences) over established resources, with immediate upside exploration potential, and a development plan focussed on taking the initial low cost project to development and production.

The key to achieving production and exploration success in the Philippines is the support of the local communities and local government units. The Company’s Philippines subsidiary has been supporting community health, education and environmental projects over a 12 year period and has established a clean track record of safety and environmental performance.

Batangas Project exploration and development programs

General

The Batangas Project tenements now cover a slightly reduced area of 161 square kilometres and include two key gold Mineral Resource areas located on MPSA’s at the Lobo and Archangel Prospects, and copper-gold exploration areas with some advanced prospects such as El Paso, Calo and Biga, on granted Exploration Permits (EP’s).

The Batangas Project is located within the Batangas mineral district, within a mineralised corridor termed the West Luzon Volcanic Arc (Rohrlach, 2012).

Gold and copper-gold mineralisation is hosted by the Talahib volcanics, a sequence of predominantly andesitic volcanics and intrusives exposed in the key resource areas at Lobo and Archangel.

At Lobo, high grade epithermal gold and copper-silver mineralisation occurs within the over 15 kilometre strike-length of epithermal vein-breccia hosting structures that have been mapped, of which only 1 kilometre has been tested by drilling to date. In addition, porphyry copper-gold mineralisation has been intersected at Lobo, underlying the epithermal vein mineralisation intersected at Pica.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

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Figure 1: Batangas Project Mineral Resources (JORC 2012) and planned project infrastructure.

At Archangel, gold and silver mineralisation is associated with extensive quartz stockwork veining and hydrothermal breccia’s hosted by shallow dipping andesitic volcanics. The stockwork mineralisation is variably preserved and overlies a complex of mineralised porphyritic dacite intrusions that represent targets for porphyry copper-gold mineralisation.

Lobo Prospect exploration results

Exploration during the 12 months to 30 June 2015 continued to focus on testing targets for high grade epithermal gold mineralisation within the five mapped epithermal structures at the Lobo Prospect, with a total strike length of over 15 kilometres (see Figure 2). This program included infill soil sampling and the completion and sampling of 42 trenches (South West Breccia-11, Pica-8, Camo-8, Acacia-3, Lubluban-2, Ulupong-10) and 8 diamond drillholes for 538.7 metres at Camo.

Three key targets received the majority of the soil sampling and trenching: the Camo silver-copper and high grade gold target on the South West Breccia (SWB) trend, SWB trend extended and the Pica high grade gold and copper-gold target.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

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Figure 2: Plan of the Lobo epithermal lode structures with results and targets.

Camo Silver-Copper-Gold target

The first priority target selected for drill testing was the Camo target, located approximately 1.2 kilometres along strike northeast of the high grade SWB resource, and associated with an identical flexure or bend in the structure to SWB (see plan, Figure 2).

Initial channel sampling produced a peak surface intersection in Trench C1-14 of 4m @ 379 g/t Ag, 2.0 g/t Au and 0.62% Cu (ASX release 25 August 2014) , located at the south western end of a 500 metre strike length zone of variably exposed epithermal lode. A previous intersection in drillhole LB-51 intersected the lode down plunge to the north of the trench, intersecting 5.5m from 25.8m @ 487 g/t Ag, 0.17 g/t Au and 1.83% Cu (released pre 2012).

A diamond drilling program totalling 8 holes for 538 metres tested down plunge from the surface channel sampling results, defining a shallowly northeast plunging zone of silver with copper and gold mineralisation over a 125 metres strike length and to a maximum 100 metres vertical depth. The mineralisation is open down plunge to the northeast towards Anomaly 2 (see Figure 3). Average lode true width is approximately 4.0 metres.

The peak new drilling intersection during the 2015 financial year from this zone was in LB 119 ( ASX release 2 October 2014): 5.5m @ 200 g/t Ag, 0.25 g/t Au, 0.65% Cu, 1.25% Pb + Zn from 27.5 metres including 2.5m @ 418 g/t Ag, 0.23 g/t Au, 1.28% Cu, 2.6% Pb + Zn and including 0.5m @ 938 g/t Ag, 2.54% Cu, 6.46% Pb + Zn.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

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Figure 3: Plan of Camo lode with rockchip sample results and drillhole locations.

South West Breccia trend extended high-grade gold targets

The Company has previously identified four zones of very high grade, outcropping, gold mineralisation along the 500 metre exposed strike length of the SWB Lode structure, Lobo prospect. The four zones from northeast to southwest are: SWB Extended, Japanese Tunnel , Trench 7 Area and the Limestone target , adjacent to the new Tamarind target (see Figure 4 for location).

Additional trenching was completed on projected extensions of the SWB lode at SWB Extended. High grade gold intersections were produced, including Trench 36 that intersected 4.5m @ 14.8 g/t Au including 1.0m @ 44.9 g/t Au across southwest extensions of the main SWB lode, and to the northwest, a zone of colluvial gravel/cobble material produced an intersection of 6.0m @ 13.03 g/t Au (ASX release 2 March 2015). To the northeast of Trench 36, Trench 37 intersected 9m @ 28.9 g/t Au from the SWB Main Lode and 11m @ 19.1 g/t Au from the overlying colluvium zone (ASX release 17 March 2015).

In addition, a series of lode/breccia boulders were located along strike to the southwest of Trench 36. These lode bearing boulders lie above projected extensions to the SWB Lode, southwest of the trenches above, and were followed up with further trenching to bedrock that produced high grade gold trenching intersections from both the main and a new footwall lode discovery at the southwestern end of the SWB Lode.

Highlights included from Main Lode, Trench 38: 3.0m @ 12.1 g/t Au including 1.0m @ 27.2 g/t Au and from the recently discovered Footwall Lode: Trench 39: 2.1m @ 14.2 g/t Au including 0.6m @ 41.5 g/t Au (both released 11 June 2015). Importantly, both the new SWB Footwall Lode and the SWB Main Lode intersections are open to the southwest (see Figure 4 and 5).

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Additional trenching was also completed at the Limestone Target , located 500 metres southwest of the SWB resource. New trenching intersections included Trench 34: 3.5m @ 25.9 g/t Au including 1.5m @ 56.8 g/t Au; Trench 33C:2m @ 14.2 g/t Au including 0.5m @ 41.0 g/t Au and Trench 33D: 1.2m @ 23.4 g/t Au (ASX release 2 February 2015). These high grade, at surface, gold intersections are located along a 20 metre exposure of outcropping lode, surrounded by overlying, younger, limestone under which the lode is likely to extend.

In addition, a large new gold, silver, multi-element soil anomaly target was produced on projections of the SWB Footwall Lode, 400m to the south west of the SWB resource, at Tamarind . The new target lies along interpreted projections of the recently discovered SWB Footwall Lode, and up slope, in the footwall, of the high-grade, gold lode intersections at the Limestone Target (see Figure 4), The Tamarind Target is only partially exposed before it is also projected to continue under younger limestone cover.

Drilling is planned to test the new footwall lode targets at SWB and Tamarind.

All trenching results from the 2014/15 program, and any new drilling results, will be incorporated into an updated SWB Lode corridor resource model. Once the new gold resource model is completed, the surface zone will be evaluated for early mining and potential toll processing and/or ore sales to either local or international processing facility operators. Bulk 1,000kg, metallurgical samples have been collected and these will be provided to processing plant operators interested in toll processing and/or ore sales for testing.

The assessment of the high-grade early mining target zones will be carried out in parallel with the Company’s current DFS on the mining and processing of the majority of the open pit Mining Inventory based on the Indicated Resource of 221,000t grading 6.3 g/t Au, that includes 174,000t grading 6.8 g/t Au from the planned SWB open pit (ASX release 23 January 2015 and 20 November 2014), see Figure 4 below.

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Figure 4: Plan of South West Breccia Lode structure with high-grade lode targets.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

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Figure 5: Plan of South West Breccia with new trenching results and early mining targets.

Pica Gold and Copper-Gold target

Additional soil sampling and trenching was conducted at the Pica target during the year.

Previous drilling at Pica produced high grade gold-silver-lead-zinc-copper results including PC-07 that intersected a steeply dipping epithermal quartz-barite-sulphide vein and produced a high grade intersection of 2.5m @ 9.2 g/t Au, 28.4 g/t Ag, 8.6% Zinc (Zn) from 97.9 metres downhole, including 1.0m @ 14.2 g/t Au, 38.6 g/t Ag, 9.5% Zn . PC 07 also produced a thick porphyry copper-gold-zinc intersection of 141.85m @ 0.23 g/t Au, 0.19% Cu, 0.2% Zn including 100.4m @ 0.3 g/t Au, 1.56 g/t Ag, 0.2% Cu, 0.28% Zn from 54.5 metres depth downhole (ASX release 30 September 2014).

The drilling was oriented NW-SE, which may have tested essentially along the strike of the veins. New soil sampling was completed over the southwest extension to the Pica corridor. Sampling was conducted on a northeast-southwest grid to define the interpreted NW-SW trending structures. Further soil sampling is required, however it is clear from the early results, and mapping/trenching, that the main mineralised trends are oriented NW-SE. Future drilling will test for structures oriented in this NW-SE direction.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

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Figure 6: Plan of Pica soil sampling results, silver, showing NW-SE trends.

Archangel Prospect exploration results

As announced to ASX on 6 October 2014, a program of channel sampling was carried out at the Lumbangan Ridge Target, on the exploration permit (EP) immediately southeast of the Archangel MPSA.

Results from the program included high grade channel sampling intersections including LUM 5 that returned 4m @ 372 g/t Ag, 2.2 g/t Au , including 1m @ 1,415 g/t Ag, 8.0 g/t Au and LUM 6 that returned 2m @ 449 g/t Ag, 1.4 g/t Au including 1m @ 758 g/t Ag, 2.2 g/t Au .

The high grade silver with gold results are from an outcropping lode located on Lumbangan Ridge, located immediately (500m) to the east of the Kay Tanda resource on the Archangel MPSA (see Figure 7, plan view). The high-grade silver with gold results are from a northwest-southeast trending lode that is still open along strike and at depth. The Lumbangan target zone offers potential to define additional resources close to the Kay Tanda resources.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

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Figure 7: Archangel Prospect plan, with location of Lumbangan rock chip channel sampling results.

Batangas Project, Definitive Feasibility Study (DFS) progress

The Company produced an interim DFS financial model update on the 23 January 2015 that indicated operating cash flow of A$67 million , based on an Australian dollar gold price of A$1,600/oz Au and reduced diesel fuel costs in the Philippines compared to initial interim DFS financial modelling released on 20 November 2014. This includes low preproduction capital of A$18.4 million and sustaining capital of A$4.3 million, and a 50% increase in free cash flow to A$45 million for the initial 5.2 years of production.

Updated highlights from the interim DFS cash flow model included:

Mining Inventory¹ for 5.2 years totalling 1.03 million tonnes @ 3.3 g/t Au, 10.3 g/t Ag .
Production target of 100,000oz Au and 250,000oz Ag from processing of 1.03 million ore tonnes.
Operating costs (excluding taxes, royalties and sustaining capital) US$703/oz Au ( A$873/oz Au ).
Pre-production capital of A$18.4 million , including A$15.4 million installed (inc. 10% contingency).
Operating cash flows of A$67 million ², free cash flow after capital of A$45 million ² (exc. Financing).
Assuming approximately 50% debt financing and repayment in 3 years (5% interest) the Internal Rate of Return (IRR) is 65%² and NPV (8% discount rate) is A$28.5 million² .

¹Mining Inventory based on Indicated Resources, expected to convert to Probable Ore Reserves on completion of the DFS. ²Assuming gold price of US$1,290/oz Au /A$1,600/oz Au (A$:US$ exchange rate: 0.805).

The interim financial model confirms the low Capex, low operating costs, high IRR and economically robust cash flows over the initial 5.2 years of mining and processing of existing gold resources at the Batangas Project.

The initial two years of production are expected to be from the high grade SWB open pit at Lobo, mining and processing 174,000 tonnes @ 6.8 g/t Au (diluted). The second, 3.2 year production phase is planned to mine and

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process 854,000 tonnes @ 2.6 g/t Au, 12 g/t Ag (diluted) from the Kay Tanda West (KTW) orebody, at Archangel, 12 kilometres by road to the east of the proposed Lobo processing plant (Figure 1).

Updated capital cost inputs are preliminary at this stage, and will be the main focus of the second, detailed engineering phase of the DFS. Significant progress had been made towards completion of the DFS by the end of the 2015 financial year, with the following key inputs either complete or nearing completion:

i) Metallurgical testing including variability work is complete. Metallurgical recoveries broadly reflect previous assumptions.
ii) Process engineering to determine processing plant capital and operating costs is close to completion. The processing flow sheet has retained the Scoping Study (ASX release 30 March 2014) grind sizes and production rates and it is expected that capital and operating costs will be similar to those previously reported.
iii) Residue storage facilities and the water balance model have been finalised and waste materials testing and final design is underway.
iv) Geotechnical programs are close to completion, with final drilling planned for the September 2015 quarter. v) Mining Schedules will be updated based on a new resource model for SWB and extensions (Lobo) and further work on the Kay Tanda Main resource (Archangel), to be converted to ore reserve on completion of the DFS.
vi) Other inputs, including site infrastructure (roads, water storage and power generation etc.), administration , tax inputs and miscellaneous costs will be finalised for input to the financial model.

The Company is targeting completion of the DFS by the end of the 2015 calendar year.

Batangas Project permitting

The Company’s Philippines subsidiary submitted the key permitting applications to the Philippines Government that are necessary to allow development, mining and processing of the gold mining inventory at the Batangas Project.

The permitting applications included the DMPF and Exploration Report, submitted to the MGB and the EIS that, with other environmental permit applications, forms the submissions to the EMB for the grant of the ECC.

The DMPF seeks approval for an expanded 10 year mining operation that will initially focus on mining and processing the reported mining inventory from the SWB mineral resource, on the Lobo MPSA, then mining, transporting to Lobo and processing of the Kay Tanda West reported mining inventory, as detailed in the Company’s ASX release of 20 March 2014. It is anticipated that additional resources from Kay Tanda (Main) then lower grade stockpiles will be mined, transported and processed out to year 10 of the operation.

The Company received endorsement for the project from the ten potentially affected Barangay (township) Councils in January 2015 (ASX release 23 January 2015). Lobo Municipal Council endorsement followed in April 2015 (ASX release 20 May 2015), providing the two out of three local government endorsements necessary to allow the assessment of the DMF to proceed to the central MGB level for final approval.

Subsequent to the period, (ASX release 31 July 2015), the Company was notified that the Lobo Municipal Council had withdrawn its previous endorsement for the Batangas Project, citing some environmental and “social acceptability” concerns. The Company is seeking to address these concerns and will re-submit to the Lobo Municipal Council for endorsement in due course. Red Mountain believes that approval of the ECC will significantly assist in gaining endorsement from the Lobo Municipal Council and also the support of the Batangas Provincial Government.

Community consultation and presentation of the EIS was completed over 28 and 29 May 2015. Responses to questions from the community consultations, as well as feedback from the Review Committee of the EMB, were submitted to the Review Committee to allow final recommendation to the Head of the EMB for approval of the ECC.

The final step in the permitting process is the DMPF. Following grant of the ECC, and assuming endorsements of local government are in place, the DMPF will be elevated to the central MGB for a recommendation to the Secretary of the DENR for final approval and signing. This is the final step in the central government permitting process required to allow development of the Batangas Project.

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The near term objectives of the Company are to complete the DFS in parallel with final permitting. Project financing options will be reviewed upon completion of the DFS.

Sustainable development in the Philippines

The Company remains committed to safe and sustainable operations and maintaining its social and environmental “licence to operate” among the communities that surround its operations in the Philippines.

The Company’s safety, social and environmental track record continues to be a strong focus. No lost time or serious medically treated injuries or environmental incidents were recorded on site during the 12 months ended 30 June 2015.

The Company recognises that any successful exploration and development venture must have the support of the impacted local communities. We encourage communities to become active partners in the development of the mineral resources found in their areas. The Company employs 40 Filippino employees, including 30 from the local BatangasLobo area. Many of these employees are involved, through our Philippines subsidiary MRL Gold Inc., and part owned Egerton Gold Philippines Inc., in the Company’s well established social, community development and environmental programs that provide significant benefits to the local community.

The Company’s Social Development Management Plan (SDMP) has been approved by Local Government Units (LGU’s) and the benefits of this program have already started flowing to the local communities. The Company is looking forward to approval of the Batangas Project development plan, which we anticipate will provide many more benefits to the local community as well greatly increased employment opportunities.

Evidence of the strong local community support for the Batangas Project was shown by a rally by the local community in in Lobo City in late July (ASX release 28 July 2015), where over 1,200 local residents, from all ten nearby Barangays, and other relevant areas, demonstrated their support for the responsible development of the Company’s flagship gold project. A petition, backing the support of the Municipal Council for the Batangas Gold Project, was signed by over 3,400 local people and presented to the Municipal Council and the Government bureaus.

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Figure 8: Lobo residents marching to show strong support for the Batangas Project development.

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Figure 9: Lobo residents demonstrating strong support for the Batangas Project development.

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Figure 10: Nagtoctoc Barangay (township) community day-care centre opening, supported by the Company.

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Corporate

A summary of consolidated revenues and results is set out below:

Revenue Loss before income tax expense Income tax (expense)/benefit Loss attributable to members of Red Mountain Mining Ltd	2015 $ 2014 $
	42,763 90,008
	(1,313,013) (2,500,909) (220,565) 55,982
	(1,533,578) (2,444,927)

Financial Position

The Group had a total contributed equity of $34,254,662 (2014: $31,990,012) at the end of the reporting period.

During the financial year, the Group had a net increase in contributed equity of $2,264,650 (2014: 5,076,735) net of share issue costs as a result of capital raising issuing a total of 498,820,685 fully paid ordinary shares. A total of 29,612,122 fully paid ordinary shares were issued to consultants in consideration of services provided and 40,114 fully paid ordinary shares were issued as a result of conversion of options during the financial year.

At the end of the financial year the Group had net cash balances of $594,528 (2014: $1,719,452) and net assets of $23,768,842 (2014: $19,789,060).

Total liabilities (being trade and other creditors, provisions, borrowings and tax liabilities) amounted to $1,579,789 (2014: $824,177).

Matters subsequent to the end of the financial year

On 31 July 2015, the Company announced it has submitted all final responses to questions from the Review Committee of the Environmental Management Bureau (EMB) to allow a recommendation to be finalised for the approval of the ECC. Approval of the ECC will represent a major milestone in the overall approval process for the Batangas Project development. The Company also noted that the Lobo Municipal Council had withdrawn its previous endorsement for the project, citing some environmental and social acceptability concerns.

On 12 August 2015, the Company announced its partially underwritten proposed Share Purchase Plan (SPP) which closed on the 3 September 2015, to raising $0.6 million (before costs). Funds raised from the SPP will be used in part to drill the recently identified Tamarind target at Lobo, for a possible repeat of the SWB high grade gold resource.

No other matter or circumstance has arisen since 30 June 2015 that has significantly affected, or may significantly affect:

(a) the Consolidated Entity’s operations in future financial years, or
(b) the results of those operations in future financial years, or
(c) the Consolidated Entity’s state of affairs in future financial years.

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Information on directors

Neil Warburton Assoc MinEng WASM, MAUSIMM, FAICD

Non-executive Chairman

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 guided and grew the 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 Limited, Namibian Copper Limited 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 Company Directors and Member of the Australian Institute of Mining and Metallurgy.

Neil is a member of the Audit and Risk Committee, Nomination and Remuneration Committee and Chairman of the Sustainability Committee.

Jon Dugdale BSc (Hons 1), FAUSIMM, MAICD

Managing Director

Jon was appointed as Managing Director effective 1 April 2013 after having joined the Board on 30 October 2012 as an Executive Director. The transition to Managing Director was part of the acquisition of the gold and copper gold assets from Mindoro Resources Ltd, where he was former President and CEO.

Jon graduated as a geologist with first class honours from the University of Melbourne in 1986 and has 29 years mining and investment experience in Australia and the Asian region. Before Mindoro, Jon spent four years with Asian Lion, part of the Lion Selection Group, as an investment manager and analyst focussed on valuation and investment in mining projects in the Asian region.

With MPI Mines from 1993 to 2004, Jon was involved with the exploration and development of several discoveries made by the MPI exploration team, including direct involvement in the 1 million ounce Golden Gift discovery at Stawell, Victoria for which he jointly received the Joe Harmes Medal for excellence in mineral exploration and contributions to the discovery of ore deposits.

Jon’s early career from 1986 to 1993 was with Western Mining Corporation in gold and nickel exploration and mine geology at Kambalda and Leinster in WA and in far north Queensland.

Jon is a member of the Sustainability Committee.

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Red Mountain Mining Ltd and its controlled entities Directors’ Report

Michael Wolley BE, MM, MAICD

Independent Non-executive Director

Michael is a senior executive with Todd Corporation and has a depth of experience in the resources and industrial sectors in both Australia and internationally.

Michael was recently Managing Director of a junior gold development business, Golden Iron Resources, and prior to that was Chief Operating Officer for Lynas Corporation, an ASX 100 company that is a vertically integrated mining and minerals business with mining and processing facilities in Western Australia and downstream processing in Malaysia. Prior to Lynas Corporation, Michael held senior executive roles with industrial and construction services businesses across Asia Pacific including the position of Managing Director Asia Pacific for a refrigeration and climate control business and as President BlueScope Steel China. Prior to joining BlueScope Steel, Michael was General Manager Operations for Dexion, a business servicing the logistics industry across Asia Pacific. He began his career with Mobil Oil Australia and over a 15 year period held senior roles in engineering, production and planning across Australia and New Zealand.

Michael holds a first class honours degree in Chemical and Materials Engineering from Auckland University and a Masters of Management from Macquarie Graduate School of Management. Michael is a Member of both the Australian and New Zealand Institutes of Company Directors.

Michael is Chairman of the Audit and Risk Committee and Nomination and Remuneration Committee.

Shannon Coates LLB, ACS, GAICD

Company Secretary

Ms Coates completed a Bachelor of Laws through Murdoch University and has since gained over 22 years in-house experience in corporate law and compliance for public companies. She is a Chartered Secretary and an Associate Member of both the Institute of Chartered Secretaries & Administrators and Chartered Secretaries Australia. She is also a graduate of the Australian Institute of Company Directors.

Ms Coates is a Director of Evolution Corporate Services, a boutique corporate advisory services company and is also company secretary to a number of ASX and AIM listed companies.

Directorships of other listed companies

Directorships of other listed companies held by Directors in the 3 years immediately before the end of the financial year are as follows:

are as follows:
Name	Company	Period of directorship
Neil Warburton	Australian Mines Limited Peninsula Energy Limited Sirius Resources Limited Namibian Copper Limited	April 2003 to date February 2013 to date August 2013 to date September 2014 to date
Jon Dugdale	Mindoro Resources Ltd	January2010 to December 2012
Michael Wolley	Rutila Resources Limited (formerly Forge Resources Limited)1 Wolf Minerals Limited	June 2012 to date June 2013 to date

Note1: Rutila Resources Limited was de-listed from ASX on 31 August 2015

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Red Mountain Mining Ltd and its controlled entities Directors’ Report

Directors’ interests in shares and options

As at the date of this report the interests of the Directors in the shares and options of the Company were:

	OrdinaryShares	OrdinaryShares	Options ove	r OrdinaryShares	Performance	Rights
	Direct	Indirect	Direct	Indirect	Direct	Indirect
Neil Warburton	156,250	31,145,781~~1~~	31,248	10,201,506~~2~~	-	6,000,000~~3~~
Jon Dugdale	-	15,000,000~~4~~	-	1,295,550~~5~~	12,000,000~~6~~	37,800,000~~7~~
Michael Wolley	-	-	-	-	4,000,000~~8~~	-

Comprising 11,707,032 shares held indirectly by Michlange Pty Ltd of which Mr Warburton is a Director and shareholder; 11,032,499 shares held indirectly by Michlange Pty Ltd of which Mr Warburton is a Director and shareholder and beneficiary of the trust; 8,406,250 held indirectly by Michlange Pty Ltd of which Mr Warburton is a Director and shareholder and beneficiary of the trust.
Comprising 6,403,600 Options exercisable at $0.03 expiring on 30 June 2016 held indirectly by Michlange Pty Ltd as trustee for the NF Warburton Family A/C of which Mr Warburton is a Director and shareholder and beneficiary of the trust; 93,750 Options exercisable at $0.03 expiring on 30 June 2016 held indirectly by Michlange Pty Ltd as trustee for the Warburton Super A/C of which Mr Warburton is a Director and shareholder and beneficiary of the fund; 570,703 Options exercisable at $0.012 expiring on 31 March 2016 and 570,703 Options exercisable at $0.006 expiring on 30 June 2016 held indirectly by Michlange Pty Ltd of which Mr Warburton is a Director and shareholder; 1,040,750 Options exercisable at $0.012 expiring on 31 March 2016 and 1,040,750 Options exercisable at $0.006 expiring on 30 June 2016 held indirectly by Michlange Pty Ltd as trustee for the NF Warburton Family A/C of which Mr Warburton is a Director and shareholder and beneficiary of the trust; 240,625 Options exercisable at $0.012 expiring on 31 March 2016 and 240,625 Options exercisable at $0.006 expiring on 30 June 2016 held indirectly by Michlange Pty Ltd as trustee for the Warburton Super A/C of which Mr Warburton is a Director and shareholder and beneficiary of the fund.
Comprising 1,500,000 Class A Performance Rights convertible to Shares on or before 18 November 2016, subject to vesting conditions ($0.05 share price and 12 months continued service from grant date) held indirectly by Michlange Pty Ltd as trustee for the Warburton Super A/C of which Mr Warburton is a Director and shareholder and beneficiary of the trust, 2,250,000 Class B Performance Rights convertible to Shares on or before 18 November 2017, subject to vesting conditions ($0.10 share price and 24 months continued service from grant date) held indirectly by Michlange Pty Ltd as trustee for the Warburton Super A/C of which Mr Warburton is a Director and shareholder and beneficiary of the trust and 2,250,000 Class C Performance Rights convertible to Shares on or before 18 November 2018, subject to vesting conditions ($0.15 share price and 36 months continued service from grant date) held indirectly by Michlange Pty Ltd as trustee for the Warburton Super A/C of which Mr Warburton is a Director and shareholder and beneficiary of the trust.
Comprising of 15,000,000 shares held indirectly by LJ and Dr AL Dugdale as trustee for the Dugdale Superannuation Fund A/C, of which Mr Dugdale is a beneficiary.
Comprising of 629,025 Options exercisable at $0.012 expiring on 31 March 2016, 629,025 Options exercisable at $0.006 expiring on 30 June 2016, 37,500 Options exercisable at $0.03 expiring on 30 June 2016 held indirectly by LJ and Dr AL Dugdale as trustee for the Dugdale Superannuation Fund A/C, of which Mr Dugdale is a beneficiary.
Comprising 3,000,000 Class A Performance Rights convertible to Shares on or before 18 November 2016, subject to vesting conditions ($0.05 share price and 12 months continued service from grant date), 4,500,000 Class B Performance Rights convertible to Shares on or before 18 November 2017, subject to vesting conditions ($0.10 share price and 24 months continued service from grant date) and 4,500,000 Class C Performance Rights convertible to Shares on or before 18 November 2018, subject to vesting conditions ($0.15 share price and 36 months continued service from grant date).
Comprising 12,600,000 Class D Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (sufficient hedging arrangement are in place to support the financing of the Batangas Project and sufficient funding for the Batangas Project has been secured “Vesting Hurdle 1” and 3 months continued service after the date which Vesting Hurdle 1 is met); 12,600,000 Class E Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (50% of the Class E Performance Rights shall vest and convert to Shares if production at the Batangas Project has commenced and first ore is produced (Vesting Hurdle 2A) and 3 months continued service after the date which Vesting Hurdle 2A is met; 50% of the Class E Performance Rights shall vest and convert to Shares if production at the Batangas Project has commenced and receipt of first cash sales has occurred (Vesting Hurdle 2B) and 3 months continued service after the date which Vesting Hurdle 2B is met;); 12,600,000 Class F Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (actual production compared to the approved budget and operating costs compared to the approved budget are in line with expectations for the financial year ending 30 June 2017 and remains as an employee of the Company on 31 July 2017) held indirectly by LJ and Dr AL Dugdale as trustee for the Dugdale Superannuation Fund A/C, of which Mr Dugdale is a beneficiary.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Comprising 1,000,000 Class A Performance Rights convertible to Shares on or before 18 November 2016, subject to vesting conditions ($0.05 share price and 12 months continued service from grant date), 1,500,000 Class B Performance Rights convertible to Shares on or before 18 November 2017, subject to vesting conditions ($0.10 share price and 24 months continued service from grant date) and 1,500,000 Class C Performance Rights convertible to Shares on or before 18 November 2018, subject to vesting conditions ($0.15 share price and 36 months continued service from grant date).

Directors’ remuneration

Please refer to the Remuneration Report for information relating to the Directors’ remuneration for the financial year.

Meetings of directors

The number of Directors’ meetings (including meetings of Committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year were:

Director	Board	Board	Audit and Risk Committee	Audit and Risk Committee	Nomination and Remuneration Committee	Nomination and Remuneration Committee	Sustainability Committee	Sustainability Committee
	A	B	A	B	A	B	A	B
Neil Warburton	13	13	5	5	2	2	3	3
Jon Dugdale	13	13	-	-	-	-	3	3
Michael Wolley	13	13	5	5	2	2	-	-

A - denotes the number of meetings attended B - denotes the number of meetings held during the time the Director held office or was a member of the Committee during the year.

Shares and options on issue

At the date of this report, the Company has 1,437,173,679 fully paid ordinary shares on issue.

The following options over ordinary shares and Performance Rights in the Company were on issue at the date of this report:

Options	Date of Expiry	Exercise Price AUD	Number
Listed Options	30 June 2016	$0.03	128,501,960
Listed Options	31 March 2016	$0.012	270,987,597
Listed Options	30 June 2016	$0.006	287,882,728
Unlisted Options	12 September 2016	$0.20	15,000,000

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Red Mountain Mining Ltd and its controlled entities Directors’ Report

Performance Rights	Date of Expiry	Fair Value AUD	Number
Performance Rights A	18 November 2016	$0.019	7,000,000
Performance Rights B	18 November 2017	$0.018	10,500,000
Performance Rights C	18 November 2018	$0.016	10,500,000
Performance Rights D	1 December 2017	$0.004	12,600,000
Performance Rights E	1 December 2017	$0.004	12,600,000
Performance Rights F	1 December 2017	$0.004	17,283,500
Performance Rights G	1 December 2017	$0.004	4,683,500
Performance Rights H	1 December 2017	$0.004	4,683,500

No option or performance rights holder has any right to participate in any other share issue of the Company or any other entity.

During the financial year, 469,168,432 fully paid ordinary shares, 262,785,618 options exercisable at $0.012 each on or before 31 March 2016 and 160,660,692 options exercisable at $0.006 each on or before 30 June 2016, were issued in conjunction with capital raisings. A further 29,612,122 fully paid ordinary shares, 8,222,036 options exercisable at $0.012 each on or before 31 March 2016 and 127,222,036 options exercisable at $0.006 each on or before 30 June 2016 were issued to consultants in lieu of services provided to the Company. 17 options were exercised at $0.03 each, 20,057 options were exercised at $0.012 each and 20,057 options were exercised at $0.006 each.

Performance Rights granted during the year

Following the Company’s AGM held on 17 November 2014, 51,850,500 performance rights were issued to Directors and executives as part of their remuneration pursuant to the Group’s Performance Rights Plan (“PRP”) that was approved by shareholders at the Company’s AGM on 18 November 2013.

The Performance Rights Plan (“PRP”) 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”).

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

The following Performance Rights were granted during the year:

Performance rights	Number issued	Grant date	Vesting date	Expiry date	Fair value per performance right ($)4	Total value at grant date ($)	Underlying security spot price ($)
Class D	12,600,000	17/11/2014	Subject to vesting conditions1	1/12/2017	0.004	50,284	0.004
Class E	12,600,000	17/11/2014	Subject to vesting conditions2	1/12/2017	0.004	50,284	0.004
Class F	17,283,500	17/11/2014	Subject to vesting conditions3	1/12/2017	0.004	68,975	0.004
Class G	4,683,500	17/11/2014	Subject to vesting conditions4	1/12/2017	0.004	18,691	0.004
Class H	4,683,500	17/11/2014	Subject to vesting conditions5	1/12/2017	0.004	18,691	0.004

Vesting conditions of the Performance Rights issued during the year are as follows:

1. Class D Performance Rights shall vest and convert to Shares if:

(i) the sufficient hedging arrangement are in place to support the financing of the Batangas Project and sufficient funding for the Batangas Project has been secured “Vesting Hurdle 1”; and
(ii) the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 1 is met.

2. 50% Class E Performance Rights shall vest and convert to Shares if:

(i) production at the Batangas Project has commenced and first ore is produced (Vesting Hurdle 2A); and
(ii) the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 2A is met;
50% Class E Performance Rights shall vest and convert to Shares if:
(iii) production at the Batangas Project has commenced and receipt of first cash sales has occurred (Vesting Hurdle 2B); and
(iv) the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 2B is met.

3. Class F Performance Rights shall vest and convert to Shares if:

(i) Actual production compared to the approved budget and operating costs compared to the approved budget are in line with expectations for the financial year ending 30 June 2017; and
(ii) the recipient remains an employee of the Company on 31 July 2017.

4. Class G Performance Rights shall vest and convert to Shares if:

(i) declaration of Mining Project Feasibility for the Batangas Project is approved by the Mines and Geosciences Bureau (MGB) and an Environmental Compliance Certificate and related environmental permits for the Batangas Project is received from the MGB by 5.00pm (WST) on 1 December 2015 (Vesting Hurdle 1); and
(ii) the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 1 is met.

5. 50% Class H Performance Rights shall vest and convert to Shares if:

(i) production at the Batangas Project has commenced and first ore is produced (Vesting Hurdle 2A); and
(ii) the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 2A is met;
50% Class H Performance Rights shall vest and convert to Shares if:
(iii) production at the Batangas Project has commenced and receipt of first cash sales has occurred by 5.00pm (WST) on 1 December 2016 (Vesting Hurdle 2B); and
(iv) the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 2B is met.

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

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Share-based payments

Options without market based vesting conditions can be exercised at any time following vesting up to expiry date, and as such are more suitable valued using a binomial option pricing model. Option pricing models assume that the exercise of an option does not affect the value of the underlying asset. There were no options granted as share-based payments during the year.

Dividends

No dividends were paid to members during the financial period and the Directors do not recommend the payment of a dividend.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001 .

REMUNERATION REPORT (AUDITED)

The Directors of Red Mountain Mining present the Remuneration Report which has been audited as required by section 308 (3C) of the Corporations Act 2001. Information regarding the remuneration of key management personnel (Key Management Personnel) is required by Corporations Regulations 2M.3.03. Key Management Personnel are those individuals who have the authority and responsibility for planning, directing and controlling the activities of the Company and the Group.

The Remuneration Report covers the following matters:

a. Directors and Key Management Personnel disclosed;
b. Remuneration governance;
c. Principles used to determine the nature and amount of remuneration;
d. Executive service agreements;
e. Details of remuneration;
f. Share-based remuneration; and
g. Other information.
(a) Directors and Key Management Personnel disclosed

Key Management Personnel include the following Non-executive Directors, Executive Director, and Senior Executives who were in office during or since the end of financial year 2015:

(i) Non-Executive Directors

Neil Warburton Non-executive Chairman Michael Wolley Non-executive Director

(ii) Executive Directors Jon Dugdale Managing Director
(iii) Other Key Management Personnel Geoff Boswell In-Country Manager – Philippines

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

(b) Remuneration governance

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is a committee of the Board. It is primarily responsible for making recommendations to the Board on:

the over-arching remuneration framework;
operation of the incentive plans which apply to the Executive team, including key performance indicators and performance hurdles;
remuneration levels of executive Directors and other Key Management Personnel; and
Non-executive Director fees.

The Committee’s objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Group.

The members of the Committee, consisting of only Non-executive Directors for the 2015 financial year, were:

Michael Wolley (Chairman); and
Neil Warburton.

The Nomination and Remuneration Committee is governed by its Charter, which was developed in line with ASX Corporate Governance Principles and Recommendations. Full details of the roles and responsibilities of the Nomination and Remuneration Committee are detailed in the Company’s Corporate Governance Statement, which can be accessed on the Company’s website.

(c) Principles used to determine the nature and amount of remuneration

The principles of the Group’s executive strategy and supporting incentive programs and frameworks are:

motivating senior executives to pursue the long-term growth and success of the Group;
demonstrating a clear relationship between senior executives’ performance and remuneration;
attracting and retaining senior executives and Directors; and
not paying excessive remuneration.

Red Mountain Mining has structured a remuneration framework that is market competitive and complementary to the reward strategy of the Group. The remuneration packages are reviewed annually by the Nomination and Remuneration Committee and evaluation is based on specific criteria including business performance of the Company (e.g. share price, market capitalisation, performance against budget) and its subsidiaries, whether company objectives are being achieved and the development of management and personnel. The remuneration structure that has been adopted by the Group consists of the following components:

Fixed remuneration being annual salary;
Short term incentives, being cash bonuses and
Long term incentives, being employee share schemes.

Executive Directors’ remuneration has been structured to reflect short and long-term performance objectives appropriate to the Group’s circumstances and Company objectives.

Executive Directors’ and senior executives’ remuneration packages involve a balance between fixed and incentive-based pay, reflecting short and long-term performance objectives appropriate to the Group’s circumstances and strategic objectives.

Non-executive Directors’ remuneration has been formulated with regard to the following guidelines:

Non-executive Directors will be remunerated by way of fees, in the form of cash, non-cash benefits, superannuation contributions or equity (being shares, options, performance rights and other share-based payments. Refer to section (f) of the Remuneration Report for share based payment detail), usually without participating in schemes designed for the remuneration of executives;
Non-executive Directors will not be provided with retirement benefits other than superannuation;

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

No Director is involved in setting their own remuneration or terms and conditions and in such a case relevant Directors are required to be absent from the full Board discussion;
Non-executive Directors do not have other responsibilities incurring fees beyond the Director fees; and
The maximum aggregate amount of fees that can be paid to Non-executive Directors is subject to approval by shareholders at the Annual General Meeting is currently set at $500,000.

Use of remuneration consultants

The Group did not engage external remuneration consultants for the financial year ended 30 June 2015 but conducted reviews of similar sized peer group companies. However, in 2013 the Nomination and Remuneration Committee approved the engagement of Squire Sanders in accordance with Section 206K Corporations Act, for remuneration consulting services regarding service contracts key management personnel and to provide a report containing remuneration recommendations to the Committee. The Board is satisfied that remuneration information and guidance provided by Squire Sanders was free of undue influence.

Voting and comments made at the Company’s 2013 and 2014 Annual General Meetings (“AGMs”)

At the 2013 AGM, 64.47% of votes received were against the adoption of the Remuneration Report for the year ended 30 June 2013. The Company was given a “first strike” at the November 2013 Annual General Meeting, as more than 25% of votes cast were against the motion to adopt the Remuneration Report.

The Directors subsequently discussed the Remuneration Report with key shareholders namely Mindoro Resources who was the major shareholder at that time. These discussions highlighted various remuneration packages and percentage of total expenditure used to remunerate executives and Directors. The Board has subsequently addressed these concerns.

At the November 2014 Annual General Meeting, the adoption of the 2014 Remuneration Report was put to poll. As only 18.31% of the casts were against the resolution, the Company was not required to put a spill resolution to Shareholders.

Consequences of performance on shareholder wealth

In considering the Group’s performance and benefits for shareholder wealth, the Board has regard to the following indices in respect of the current financial year and the previous four financial years:

	2015	2014	2013	2012	2011
EPS (cents)	(0.19)	(0.42)	(2.80)	(7.15)	(5.18)
Dividends (cents per share)	-	-	-	-	-
Net profit/(loss )	(1,533,578)	(2,444,927)	(4,249,630)	(5,178,481)	(1,750,891)
Closing share price (cents)	0.3	1.0	0.8	n/a	n/a
Change in share price during the year (cents)	(0.7)	0.2	(7.2)	n/a	n/a

Company performance and link to remuneration

In 2014, the Company issued a total of 22,000,000 performance rights to the Executive and Non-executive Directors. During the financial year ending 30 June 2015, the Company issued an additional 51,850,500 performance rights to Managing Director, Mr Jon Dugdale and In-Country Manager – Phillipines, Mr Geoff Boswell, as performance based remuneration (see (fa) below).

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Executive service agreements

Name1	Base Salary	Term of agreement	Notice period
Jon Dugdale Managing Director	$260,000 per annum plus statutory superannuation, effective 1 July 2014.	Full-time Remuneration to be reviewed on the date 12 month from commencement date and every 12 months after.	3 months
Geoff Boswell In-Country Manager - Philippines	$96,000 USD ($80,000 USD reduced by Variation) per annum paid by Red Mountain Mining Singapore; and $120,000 USD per annum plus statutory superannuation (Philippines equivalency of superannuation) paid by MRL Gold Inc.	Full time Full time	3 months 3 months

As of 1 December 2014, the Non-executive Directors, Messrs Warburton and Wolley, agreed to reduce their Director fees by 20%. As a result, the Non- executive Chairman’s annual fee was reduced from $72,000 per annum to $57,600 per annum and Mr Wolley’s Non-executive Director’s fee was reduced from $36,000 per annum to $28,000 per annum.

(e) Details of remuneration

Director and other Key Management Personnel Remuneration

Details of the nature and amount of each element of the remuneration of each Key Management Personnel of Red Mountain Mining are shown in the table below:

Name	Year	Short term benefits, cash salary and fees ($)	Superannu- ation ($)	Other benefits ($)	Other benefits ($)	Termina- tion payments	Share-based payments Options and Performance Rights ($)	Total ($)	% of Remuneration which is performance based
				Annual Leave	Long Service Leave
J Dugdale	2015	243,224	24,727	16,776	-	-	131,707	416,434	31.6
J Dugdale1	2014	241,209	23,047	15,693	-	-	44,512	324,461	13.7
N Warburton	2015	63,600	-	-	-	-	50,442	114,042	44.3
N Warburton	2014	72,000	-	-	-	-	22,256	94,256	23.6
M Wolley	2015	27,398	2,602	-	-	-	33,628	63,628	52.8
M Wolley	2014	32,952	3,048	-	-	-	14,837	50,837	29.2
G Boswell	2015	286,119	18,278	-	-	-	61,900	366,297	16.7
G Boswell	2014	234,978	8,645	-	-	-	22,256	265,879	17.5
Total	2015	620,341	45,607	16,776	-	-	277,677	960,401
Total	2014	581,139	34,740	15,693	-	-	103,861	735,433	17.6

Included in the above is a $9,153 discretionary cash bonus granted to Mr Dugdale during the year ended 30 June 2014.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Performance Rights issued as performance incentives as of 30 June 2015 are described in (f).

(f) Share-based remuneration

Details of share-based payments in the Company held during the financial year by each Key Management Personnel, including their personally related parties, are set out below.

(fa) Performance Rights issued as remuneration to Key Management Personnel

	2015 Performance Rights J Dugdale J Dugdale J Dugdale G Boswell G Boswell G Boswell	Number granted Grant date Value each at grant date ($) Number vested Number lapsed/ cancelled Exercise price ($) First exercise date(i) Last exercise date
		12,600,000 17/11/2014 0.004 - - - 1 1/12/2017 12,600,000 17/11/2014 0.004 - - - 2 1/12/2017 12,600,000 17/11/2014 0.004 - - - 3 1/12/2017 4,683,500 17/11/2014 0.004 - - - 3 1/12/2017 4,683,500 17/11/2014 0.004 - - - 4 1/12/2017 4,683,500 17/11/2014 0.004 - - - 5 1/12/2017

(i) Vesting conditions:

Performance Rights D will vest if and when:
sufficient hedging arrangement are in place to support the financing of the Batangas Project and sufficient funding for the Batangas Project has been secured “Vesting Hurdle 1”; and
the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 1 is met.
50% of Performance Rights E will vest if and when:
production at the Batangas Project has commenced and first ore is produced (Vesting Hurdle 2A); and
the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 2A is met.

50% of Performance rights E will vest if and when:

production at the Batangas Project has commenced and receipt of first cash sales has occurred (Vesting Hurdle 2B); and
the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 2B is met.
Performance Rights F will vest if and when:
actual production compared to the approved budget and operating costs compared to the approved budget are in line with expectations for the financial year ending 30 June 2017; and
the recipient remains an employee of the Company on 31 July 2017.
Performance Rights G will vest if and when:
declaration of Mining Project Feasibility for the Batangas Project is approved by the Mines and Geosciences Bureau (MGB) and an Environmental Compliance Certificate and related environmental permits for the Batangas Project is received from the MGB by 5.00pm (WST) on 1 December 2015 ( Vesting Hurdle 1 ); and
the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 1 is met.
50% of Performance Rights H will vest if and when:
production at the Batangas Project has commenced and first ore is produced by 5.00pm (WST) on 1 December 2016 (Vesting Hurdle 2A); and
the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 2A is met.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

50% of Performance Rights H will vest if and when:

production at the Batangas Project has commenced and receipt of first cash sales has occurred by 5.00pm (WST) on 1 December 2016 (Vesting Hurdle 2B); and
the recipient remains an employee/Director of the Company for three (3) months after the date which Vesting Hurdle 2B is met.

(fb) Options as remuneration to Key Management Personnel

No options were granted as remuneration to Key Management Personnel for financial years 2014 and 2015.

No options granted as remuneration to Key Management Personnel are held at 30 June 2015.

Equity instrument disclosures relating to Key Management Personnel

Share holdings

The numbers of shares in the Company held during the financial year by each Director of Red Mountain Mining and other Key Management Personnnel of the Group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

2015 Name	Balance at the start of the year	Received during the year on the exercise of options	Other changes during the year1	Balance at the end of the year
*Directors*
N Warburton J Dugdale M Wolley	15,566,624 2,282,200 -	- - -	3,735,407 6,717,800 -	19,302,031 9,000,000 -
*Executives*
G Boswell	-	-	-	-

Changes in holdings during the year are a result of the purchase and sale of holdings on-market at normal commercial arms-length terms.

Options

The numbers of options over ordinary shares in the Company held during the financial year by each Director of Red Mountain Mining and other Key Management Personnel of the Group, including their personally related parties, are set out below.

2015 Name	Balance at the start of the year	Granted as remuneration	Exercise of options	Bought & (Sold)/ (Cancelled)	Balance at the end of the year	Total number of options vested	Total number of options exercisable
*Directors*
N Warburton J Dugdale M Wolley	6,497,350 37,500 -	- - -	- - -	3,735,404 1,258,050 -	10,232,754 1,295,550 -	10,232,754 1,295,550 -	10,232,754 1,295,550 -
*Executives*
G Boswell	-	-	-	-	-	-	-

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Performance Rights

The numbers of performance rights in the Company held during the financial year by each Director of Red Mountain Mining and other Key Management Personnel of the Group, including their personally related parties, are set out below.

2015 Name	Balance at the start of the year	Granted as remuneration	Bought & (Sold)/ (Cancelled)	Lapsed Un- exercised	Balance at the end of the year	Total number of performance rights vested	Total number of performance rights exercisable
*Directors*
N Warburton J Dugdale M Wolley	6,000,000 12,000,000 4,000,000	- 37,800,0001 -	- - -	- - -	6,000,000 49,800,000 4,000,000	- - -	- - -
*Executives*
G Boswell	6,000,000	14,050,5002	-	-	20,050,500	-	-

Comprising 12,600,000 Class D Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (refer to (fa) 1), 12,600,000 Class E Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (refer to (fa) 2) and 12,600,000 Class F Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (refer to (fa) 3).
Comprising 4,683,500 Class F Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (refer to (fa) 3), 4,683,500 Class G Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (refer to (fa) 4) and 4,683,500 Class H Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions (refer to (fa) 5).

(g) Other information

Transactions with related parties

The following transactions occurred with related parties:

Amounts paid to related parties Director fees paid to Michlange Pty Ltd, an entity related to Mr Neil Warburton Salary and related fees paid to Underhill & Associates Ltd, an entity related to Mr Geoff Boswell (US$96,000) Amounts outstanding and payable to related parties at 30 June Salary and related fees paid to Underhill & Associates Ltd, an entity related to Mr Geoff Boswell (US$16,000)	2015 2014 $ $
	63,600 72,000 115,746 104,592
	2015 2014 $ $
	20,840 -

The amounts above are included within the Director and other Key Management Personnel Remuneration table. Refer section (e) of this Remuneration Report.

Loans and other transactions with Key Management Personnel

There are no loans, payables, receivables or other transactions at the end of the financial year or prior year to Directors and other Key Management Personnel and their related parties of Red Mountain Mining Ltd or the Consolidated Entity.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Hedging of securities

In accordance with the Group’s general share trading policy and employee share plan rules, participants are prohibited from engaging in hedging arrangements over unvested securities issued pursuant to any employee or Director share plan.

END OF REMUNERATION REPORT

Environmental regulations

The operations of the Group are not subject to any particular and significant environmental regulations under a law of the Commonwealth or state. There have been no known significant breaches of any other environmental requirement.

The National Greenhouse and Energy Reporting Act (NGER) legislation was considered and not determined to be applicable to the entity at the current stage.

Indemnities given and insurance premiums paid to officers and auditors

During the year, Red Mountain Mining paid a premium of $17,810 to insure officers of the Group. The officers of the Group covered by the insurance policy include all Directors.

The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnity any current or former officer or auditor of the Group against a liability incurred as such by an officer or auditor.

Non-audit services

There were no non-audit services that were paid or payable to the auditors of the Group, its related entities and nonrelated audit firms during the year.

Auditor’s Independence Declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 32.

This report is made in accordance with a resolution of the Directors.

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Neil Warburton

Non-executive Chairman

Perth, Western Australia 14 September 2015

Red Mountain Mining Annual Report – 30 June 2015

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [79 x 30] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY IAN SKELTON TO THE DIRECTORS OF RED MOUNTAIN MINING LTD

As lead auditor of Red Mountain Mining Ltd for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Red Mountain Mining Ltd and the entities it controlled during the period.

==> picture [100 x 34] intentionally omitted <==

Ian Skelton

Director

BDO Audit (WA) Pty Ltd

Perth, 14 September 2015

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

FINANCIAL REPORT – 30 JUNE 2015

Contents	Page
Consolidated Statement of Profit or Loss and Other Comprehensive Income	34
Consolidated Statement of Financial Position	35
Consolidated Statement of Changes in Equity	36
Consolidated Statement of Cash Flows	37
Notes to the consolidated financial statements	38
Directors’ Declaration	78
Independent Auditor’s Report to the Members	79

This financial report covers the Consolidated Entity consisting of Red Mountain Mining Ltd and its controlled entities.

This financial report is presented in Australian dollars.

Red Mountain Mining Ltd is a Company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Red Mountain Mining Ltd Unit 1, 2 Richardson Street West Perth WA 6005

A description of the nature of the Consolidated Entity’s operations and its principal activities is included in the Directors’ Report, which is not part of this financial report.

The financial report was authorised for issue by the Directors on 14 September 2015. The Company has the power to amend and reissue the financial report.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the year ended 30 June 2015

MPREHENSIVE INCOME he year ended 30 June 2015
Notes Revenue from continuing operations 4 Professional fees Consultancy costs Depreciation expense 4 Write off of exploration & evaluation 4 Employee benefits expenses 4 Exploration consulting costs Legal fees Travelling expenses Finance cost 4 Net foreign exchange gain/(loss) 4 Share-based payment expenses 22 Bad debts written off Gain on disposal of assets 4 Other expenses Loss before income tax Income tax (expense)/benefit 5 Net loss for the year Other comprehensive income: Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations Other comprehensive income for the year Total comprehensive income/(loss) for the year (net of tax) Loss attributable to: Members of the parent entity Non-controlling interest Total Comprehensive income/(loss) attributable to: Members of the parent entity Non-controlling interest Basic and diluted loss per share attributable to members of Red Mountain Mining Ltd 24	2015 $ 2014 $
	42,763 90,008 (336,209) (260,280) (346,214) (632,871) (48,467) (37,670) - (297,811) (568,407) (597,328) (2,772) (1,510) (53,689) (66,749) (25,271) (47,242) (162) (71) 785,696 (117,461) (277,677) (103,861) - (20,272) - 20,704 (482,604) (428,495)
	(1,313,013) (2,500,909) (220,565) 55,982
	(1,533,578) (2,444,927) 2,916,624 90,372
	2,916,624 90,372
	1,383,046 (2,354,555)
	(1,775,855) (2,237,956) 242,277 (206,971)
	(1,533,578) (2,444,927)
	1,582,583 (2,550,734) (199,537) 196,179
	1,383,046 (2,354,555)
	Cents Cents (0.19) (0.42)

The above Consolidated Statement of Profit or Loss and other Comprehensive Income should be read in conjunction with the accompanying notes.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 June 2015

Notes Current assets Cash and cash equivalents 6 Trade and other receivables 7 Total current assets Non-current assets Exploration & evaluation expenditure 8 Property, Plant and Equipment 9 Total non-current assets Total assets Current liabilities Trade and other payables 10 Provisions 11 Current tax liability 13 Borrowings 14 Total current liabilities Non-Current liabilities Provisions 12 Total non-current liabilities Total liabilities Net assets Equity Contributed equity 15 Reserves 16 (a) Accumulated losses 16 (b) Capital & reserves attributable to the owners of Red Mountain Mining Ltd Non-controlling interest Total equity	2015 $ 2014 $
	594,528 1,719,452 226,086 356,426
	820,614 2,075,878
	24,484,254 18,457,991 43,763 78,816
	24,528,017 18,536,807
	25,348,631 20,613,237
	405,842 599,722 131,184 93,662 256,791 17,804 614,125 -
	1,407,942 711,188
	171,847 112,437
	171,847 112,437
	1,579,789 824,177
	23,768,842 19,789,060
	34,254,662 31,990,012 6,977,005 3,286,481 (17,542,854) (15,766,999)
	23,688,813 19,509,494
	80,029 279,566
	23,768,842 19,789,060

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the financial year ended 30 June 2015

Note Consolidated Group Balance at 1 July 2013 Loss for the year Other comprehensive income/(loss) Total comprehensive income/(loss) for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Share based payment 22 Share buy back Balance at 30 June 2014 Loss for the year Other comprehensive income/(loss) Total comprehensive income/( loss) for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs 15(a) Share based payment 22 Issue of options 15(f) Balance at 30 June 2015	Contributed equity $ Accumulated losses $ Foreign currency translation reserve $ Share- based payments reserve $ Other reserves $ Total $ Non- Controlling interest $ Total $ 26,913,277 (13,529,043) 562,601 2,932,797 - 16,879,632 83,387 16,963,019 - (2,237,956) - - - (2,237,956) (206,971) (2,444,927) - - (354,186) - 41,408 (312,778) 403,150 90,372
	- (2,237,956) (354,186) - 41,408 (2,550,743) 196,179 (2,354,555) 5,572,735 - - - - 5,572,735 - 5,572,735 - - - 103,861 - 103,861 - 103,861 (496,000) - - - - (496,000) - (496,000)
	31,990,012 (15,766,999) 208,415 3,036,658 41,408 19,509,494 279,566 19,789,060
	- (1,775,855) - - - (1,775,855) 242,277 (1,533,578) - - 3,355,180 - 3,258 3,358,438 (441,814) 2,916,624
	- (1,775,855) 3,355,180 - 3,258 1,582,583 (199,537) 1,383,046 2,264,650 - - - - 2,264,650 - 2,264,650 - - - 277,677 - 277,677 - 277,677 - - - 54,409 - 54,409 - 54,409
	34,254,662 (17,542,854) 3,563,595 3,368,744 44,666 23,688,813 80,029 23,768,842

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

CONSOLIDATED STATEMENT OF CASH FLOWS

for the financial year ended 30 June 2015

Notes Cash flows from operating activities Other receipts Payments to employees and suppliers (inclusive of goods and services tax) Interest received Interest paid Net cash (outflows) from operating activities 23 Cash flows from investing activities Payment for exploration properties Research and development claim received 8 Payment for property, plant and equipment 9 Net cash (outflows) from investing activities Cash flows from financing activities Proceeds from issue of shares 15 Share issue costs 15 Proceeds from borrowings 14 Net cash inflows from financing activities Net (decrease)/increase in cash held Cash at the beginning of the year Effect of exchange rate changes on Cash & Cash equivalents Cash at the end of the year 6	2015 $ 2014 $
	4,554 87,493 (1,442,508) (2,232,629) 16,572 33,035 (162) (71)
	(1,421,544) (2,112,172)
	(2,667,073) (2,710,387) 134,980 - (13,414) (33,998)
	(2,545,507) (2,744,385)
	2,250,102 5,791,679 (141,096) (197,795) 614,125 -
	2,723,131 5,593,884
	(1,243,920) 737,327 1,719,452 991,235 118,996 (9,110)
	594,528 1,719,452

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 1. Summary of Significant Accounting Policies

(a) General Information

Red Mountain Mining Limited (“Red Mountain Mining” or the “Company”) is a limited company incorporated in Australia. The address of its registered office is Unit 1, 2 Richardson Street, West Perth, Western Australia.

(b) Statement of Compliance

Red Mountain Mining is a for-profit entity. These financial statements are general purpose financial statements which have been prepared in accordance with International Financial Reporting Standards (IFRS), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 .

These financial statements comprise the consolidated financial statements of Red Mountain Mining and its controlled entities (“the Group”).

(c) Basis of preparation of the financial report

The consolidated financial statements have been prepared on the basis of historical cost convention and the accrued basis, as explained in the accounting policies below.

(d) Adoption of New and Revised Accounting Standards

The Company has adopted all the new and revised Standards that are relevant to its operations and effective for the reporting period starting from 1 July 2014.

At the date of authorisation of the financial statements, the Company has not applied the new Standards and Interpretations that were in issue but not yet effective.

(e) Critical accounting judgments and the key sources of estimation uncertainty

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects both current and future periods. Refer to Note 3 for further details.

(f) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by the Company as at 30 June 2015 and the results of all controlled entities for the financial year then ended. The Company and its controlled entities together are referred to in this financial report as the Group or the Consolidated Entity.

Subsidiaries are all those entities (including special purpose entities) over which the parent entity has control if it is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Intercompany transactions, balances and unrealised income and expenses on transactions between Group companies are eliminated in preparing the consolidated financial statements. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(g)

Segment reporting

Operating segments are components of the Group that engage in business activities from which they may earn revenues and incur expenses. They are reported in a manner consistent with the internal reporting to the chief operating decision makers. The chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the Board of Directors (“Board”).

(h) Revenue recognition

Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Consolidated Entity and the revenue can be measured reliably. The following specific criteria must also be met before revenue is recognised:

Interest income

Interest income is recognised on a time proportionate basis using the effective interest method.

All revenue stated is net of goods and services tax (“GST”).

(i)

Income tax

The income tax expense for the reporting period is the tax payable on the current financial year’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(j) Imputation Credits

Pursuant to AASB 1054, Imputation Credits that will arise from the payment of the amount of the provision for income tax or the receipt of dividends are recognised as receivables at the reporting date. The disclosure of Imputation Credits shall be made separately in respect of any Australian imputation credits. To date, the Imputation Credits for the financial year ended 30 June 2015 is nil.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

(k) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(l) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Trade receivables are due for settlement no more than 120 days from the date of recognition.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the consolidated statement of profit or loss and other comprehensive income.

(m)

Financial instruments

Financial assets and financial liabilities are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue of financial assets other than financial assets and financial liabilities at fair value through profit or loss. Financial assets and financial liabilities are recognised in the statement of financial position.

(1) Financial Assets

The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables, and available-for-sale financial assets. The classification depends on the purpose for which the assets were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date.

Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the reporting sheet date which are classified as non-current assets. Loans and receivables are included in receivables in the statement of financial position

(2) Financial Liabilities and equity instruments

Financial liabilities and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements.

Financial liabilities except for borrowings are non-derivative financial liabilities that are recognised initially at fair value plus any directly attributable transaction costs. Upon initial recognition, they are measured at amortised cost, using the effective interest rate method.

(3) Recognition and derecognition

Regular purchases and sales of financial assets are recognised on a trade date basis – the date on which the Group commits to purchase or sell the asset. Financial liability is recognised when the Group becomes a party of the contractual provision of the financial instrument.

Financial assets are derecognised when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

ownership. Upon derecognition of a financial asset, the difference between the asset’s carrying value and the sum of consideration received and the cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Financial liabilities are derecognised when the obligations specified in the contract are discharged or cancelled or expire. Upon derecognition of a financial liability, the difference between the carrying amount of liability derecognised and consideration paid is recognised in profit or loss.

(4) Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

(n)

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid 30 days end of month. Trade and other payables are carried at amortised cost, using the effective interest method.

(o)

Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

(p) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(q) Earnings per share

(1) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.

(2) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(r) Goods and services tax (GST) and Valued added tax (VAT)

Revenues, expenses and assets are recognised net of the amount of associated GST/VAT, unless the GST/VAT incurred is not recoverable from the Australian Taxation Office/Philippines JRS. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST/VAT receivable or payable. The net amount of GST/VAT recoverable from, or payable to, the Australian Taxation Office/Philippines JRS is included with other receivables or payables in the statement of financial position.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Cash flows are presented on a gross basis. The GST/VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the Australian Taxation Office/Philippines JRS, are presented as operating cash flow.

(s)

Foreign currency translation

Both the functional and the presentation currency of Red Mountain Mining Ltd is the Australian Dollar.

Transactions in foreign currencies are initially recorded in the functional currency at the rate prevailing at that transaction date. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange at the reporting date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rate of exchange at the date when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. Gains and losses arising from this translation policy are recognised in profit or loss.

The functional currency of Red Mountain Mining (Hong Kong) Holdings Ltd is the Hong Kong Dollar. The functional currency of Red Mountain Mining Consulting (Shenyang) Co Ltd is the Chinese Yuan. The functional currency of Red Mounting Mining (Singapore) Pte Ltd is US Dollar. The functional currency of MRL Gold Inc and Egerton Gold Philippines Inc is Philippines Peso.

At the reporting date the assets and liabilities of the overseas subsidiaries are translated into presentation currency of Red Mountain Mining Ltd at the rate prevailing at the reporting date and the statement of profit or loss and other comprehensive income are translated at the weighted average exchange rate for the period. Resulting exchange differences are recognised in equity.

(t)

Impairment of assets

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

The discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in the profit or loss immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cashgenerating unit) in prior years.

A reversal of an impairment loss is recognised in the profit or loss immediately.

(u) Property, plant and equipment

Each class of equipment is carried at cost value as indicated less, where applicable, any accumulated depreciation and impairment losses.

Equipment is measured on the cost basis less accumulated depreciation and impairment losses.

The carrying amount of equipment is reviewed annually by the Board to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset’s useful life to the Group commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate Plant and equipment 18.75% – 50%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in the statement of profit or loss and other comprehensive income. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.

(v) Provisions for employee benefits

(a) Short-term benefits

Salaries and wages, paid annual vacation and sick leave credits and other non-monetary benefits are accrued during the period in which the related services are rendered by employees of the Company. Short-term employee benefit obligations are measured on an undiscounted basis.

(b) Retirement benefits

The Company maintains a defined benefit pension plan for employees in the Philippines which is a retirement plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on certain factors such as age, years of credited service, and compensation.

The liability recognised in the statements of financial position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.

The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity which approximate the terms of the related retirement liability.

Remeasurement gains and losses arising from experience adjustments and changes in financial and demographic assumptions are charged or credited as ‘remeasurements’ to other comprehensive income in the period in which they arise, unless it is included as part of an asset.

Past-service costs are recognised immediately in profit or loss.

(c) Termination benefit

Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company recognises termination benefits when it is demonstrably committed to a termination when the entity has a detailed formal plan to terminate the employment of current employees without possibility of withdrawal. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the reporting date are discounted to present value.

Liabilities for employee benefits are derecognised when the obligation is settled, cancelled or has expired.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

(w) Operating Lease

A lease that does not substantially transfer to the Group all the risks and rewards of ownership of assets are accounted for as operating lease. For operating leases, lease payments (excluding costs for services such as insurance and maintenance) are recognised as an expense on a straight-line basis over the lease term.

(x) Mineral exploration, evaluation and development expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest where we have the right of tenure. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit or loss in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are transferred to Mine Properties and amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review for impairment is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on a discounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(y) Share-based payment transactions

Equity based transactions:

The Group provides benefits to employees (including senior executives) in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

There is currently an Employee Share Option Plan (ESOP) in place to provide these benefits to senior executives and employees. The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using an appropriate pricing model, further details of which are given in Note 22.

The Group’s Performance Rights Plan was approved at the annual general meeting held on 18 November 2014. During the year ended 30 June 2015, 51,850,500 (2014: 28,000,000) Performance Rights were issued under the plan. The value of these equity-settled transactions is measured by reference to the fair value of the equity instruments at the grant date. The fair value is determined using a Monte-Carlo simulation over 100,000 iterations to calculate on the average number of performance rights passing the performance condition. This model also takes into account the probability at the grant date the fair value as required for market based conditions per AASB 2. Refer to Note 22 for further details.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Red Mountain Mining Ltd (market conditions), if applicable.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:

(i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest.

No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of profit or loss and other comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

(z) Going concern

For the financial year ended 30 June 2015, the Group recorded a loss of $1,533,578 and had operating and investing cash outflows of $3,967,051. Net cash proceeds from issue of securities after costs totalled $2,109,006. At 30 June 2015, the cash balance was $594,528.

The consolidated financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The Directors have determined in order to continue to rapidly develop the Philippines’ assets, the Group is likely to require raising capital and/or other debt financing in the next 12 months.

This condition indicates the existence of a material uncertainty that may cast significant doubt in relation to the going concern basis of this financial report. The Directors are confident that funding activities within the next 12 months will be successful and therefore the financial report has been prepared on a going concern basis and accordingly no adjustments have been made to the consolidated financial statements relating to the recoverability and classification of asset carrying amounts or the amount of liabilities that might result should the Consolidated Entity be unable to continue as a going concern and meet its debts as and when they fall due.

In the event that the Group does not raise the additional funding referred to above, there is uncertainty whether the Group will continue as a going concern in the future and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the interim consolidated financial statements.

(aa) Capital risk management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to fund investment opportunities and develop or secure access to a producing mining asset.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Consistently with others in the industry, the Group monitors capital on the basis of working capital requirements.

During 2015, the Group’s strategy - which was unchanged from 2014 - was to maintain a current account balance sufficient to meet the Group’s day to day expenses with the balance held in term deposits.

Cash and cash equivalents Trade and other receivables Trade and other payables Provisions Working capital position	2015 $ 2014 $
	594,528 1,719,452 226,086 356,426 (405,842) (599,722) (131,184) (93,662)
	283,588 1,382,494

(bb) Changes in accounting policies

New, revised or amending Accounting Standards and Interpretations adopted with no effect on consolidated financial statements

The Consolidated Entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Consolidated Entity.

The following Accounting Standards and Interpretations are most relevant to the Consolidated Entity:

AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial Liabilities

The Consolidated Entity has applied AASB 2012-3 from 1 July 2014. The amendments add application guidance to address inconsistencies in the application of the offsetting criteria in AASB 132 'Financial Instruments: Presentation', by clarifying the meaning of 'currently has a legally enforceable right of set-off'; and clarifies that some gross settlement systems may be considered to be equivalent to net settlement.

AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets

The Consolidated Entity has applied AASB 2013-3 from 1 July 2014. The disclosure requirements of AASB 136 'Impairment of Assets' have been enhanced to require additional information about the fair value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposals. Additionally, if measured using a present value technique, the discount rate is required to be disclosed.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

AASB 2014-1 Amendments to Australian Accounting Standards (Parts A to C)

The Consolidated Entity has applied Parts A to C of AASB 2014-1 from 1 July 2014. These amendments affect the following standards: AASB 2 'Share-based Payment': clarifies the definition of 'vesting condition' by separately defining a 'performance condition' and a 'service condition' and amends the definition of 'market condition'; AASB 3 'Business Combinations': clarifies that contingent consideration in a business combination is subsequently measured at fair value with changes in fair value recognised in profit or loss irrespective of whether the contingent consideration is within the scope of AASB 9; AASB 8 'Operating Segments': amended to require disclosures of judgements made in applying the aggregation criteria and clarifies that a reconciliation of the total reportable segment assets to the entity's assets is required only if segment assets are reported regularly to the chief operating decision maker; AASB 13 'Fair Value Measurement': clarifies that the portfolio exemption applies to the valuation of contracts within the scope of AASB 9 and AASB 139; AASB 116 'Property, Plant and Equipment' and AASB 138 'Intangible Assets': clarifies that on revaluation, restatement of accumulated depreciation will not necessarily be in the same proportion to the change in the gross carrying value of the asset; AASB 124 'Related Party Disclosures': extends the definition of 'related party' to include a management entity that provides Key Management Personnel services to the entity or its parent and requires disclosure of the fees paid to the management entity; AASB 140 'Investment Property': clarifies that the acquisition of an investment property may constitute a business combination.

Standards and Interpretations in issue not yet effective

At the date of authorisation of these consolidated financial statements, the Standards and Interpretations listed below were in issue but not yet effective. Their adoption is unlikely to have significant impact on the amounts and disclosure reported in these consolidated financial statements.

AASB 9 Financial Instruments

This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures. The Consolidated Entity will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the Consolidated Entity.

AASB 15 Revenue from Contracts with Customers

This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The Consolidated Entity will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the Consolidated Entity.

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2015. As a result of this review, the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies.

Note 2. Financial risk management

Financial Instruments

The following details the Group’s financial instruments at the reporting date:

Financial Assets Cash and Cash equivalents Trade and other receivables Total Financial Assets Financial Liabilities Trade and other payables Borrowings1 Total Financial Liabilities	2015 $ 2014 $ 594,528 1,719,452 52,245 209,346
	646,773 1,928,798
	286,247 558,891 614,125 -
	900,372 558,891

Repayable conditionally in Red Mountain Mining Ltd (ASX:RMX) shares, subject to certain conditions being met in accordance with the Subscription Agreement between Red Mountain Mining Ltd, Red Mountain Mining (Singapore) Pte Ltd and Bluebird Merchant Ventures Limited. Refer Note 14.

The Group’s activities expose it to a variety of financial risks: liquidity risk, market risk (including fair value interest rate risk, currency risk and price risk) and credit risk.

The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.

Risk management is carried out by the full Board of Directors. The Board identifies and evaluates financial risks in close co-operation with management and provides written principles for overall risk management.

The Board meets regularly to analyse and monitor the financial risks associated to the business operations.

(i) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash, prudent oversight of future funding requirements and maintaining ongoing contact to facilitators of further funding.

The Group has implemented a creditors policy, authorisation matrix and purchase order system in order to consistently improve the quality of control over contractual obligations, cash flow and budgeting.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 2. Financial risk management (cont’d)

It is the Group’s policy to review the Group’s liquidity position including cash flow forecasts, actual cash flows and variation reports regularly to determine the forecast liquidity position and maintain appropriate liquidity levels.

Contractual maturities of financial liabilities	Less than 6 months $	6 months to 1 year	1 to 5 years $	Carrying amount of liabilities $
30 June 2015
Non-derivatives Trade and other payables Borrowings1	286,247 614,125	- -	- -	286,247 614,125
30 June 2014
Non-derivatives Trade and other payables	558,891	-	-	558,891

Repayable conditionally in Red Mountain Mining Ltd (ASX:RMX) shares, subject to certain conditions being met in accordance with the Subscription Agreement between Red Mountain Mining Ltd, Red Mountain Mining (Singapore) Pte Ltd and Bluebird Merchant Ventures Limited. Refer Note 14.

The Group funds its activities through capital raising in order to limit its liquidity risk.

The Group does not have any unused credit facilities.

(ii) Market risk

Fair value interest rate risk

As the Group’s major assets are cash deposits held in fixed and variable interest rate deposits, the Group’s income and operating cash flows are materially exposed to changes in market interest rates. The Group manages this risk by only investing in A+ rated institutions and maintaining an appropriate mix between different terms.

At reporting date, the Group had the following exposure to variable interest rate risk.

Financial assets Cash and cash equivalents - Australia - Hong Kong - China - Singapore - Philippines	2015 $ 2014 $
	431,283 1,638 24 46,853 114,730 1,139,044 16,478 266,661 2,198 295,071
	594,528 1,719,452

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 2. Financial risk management (cont’d)

Interest rate sensitivity analysis

Weighted average interest rate for the financial year ended 30 June 2015 was 1.83% (2014: 2.09%). At 30 June 2015, if interest rates had been 1% higher or lower than the prevailing rates realised, with all other variables held constant, the effect on post-tax profit as a result of changes in the interest rates would be as follows:

Judgments of reasonably possible movements: Post tax profit +1.0% (100 basis points) -1.0% (100 basis points)	Higher/(Lower) 2015 $ 2014 $
	5,945 17,195 (5,945) (17,195)

Currency risk

The Group’s subsidiary based in Hong Kong and its sustainability is dependent on the provision of cash from the parent entity. Cash funds in Hong Kong are held in Hong Kong dollars, US dollars and Australian Dollars. The Group’s subsidiary based in China and its sustainability is dependent on the provision of cash from its parent entity. Cash funds in China are held in Chinese Yuan and US Dollars. The Group’s subsidiary based in Singapore and its sustainability is dependent on the provision of cash from its parent entity. Cash funds in Singapore are held in Singapore Dollars. The Group’s subsidiary based in the Philippines is dependent on the provision of cash from the parent entity. Cash funds in Philippines are held in US Dollars and Philippines Peso thus the Group is exposed to diminution of cash balances through currency exchange risk.

The Group manages its currency risks by closely monitoring exchange rate fluctuations.

Foreign currency risk sensitivity analysis

The Group’s exposure to foreign currency risk at the reporting date was as follows:

30 June 2015		USD
Cash and cash equivalents		37,758
Trade and other receivables		-
Trade and otherpayables		-
Borrowings		500,000
Total foreign currencies		537,758
Total converted into AUD		663,088

30 June 2014		USD
Cash and cash equivalents		247,929
Trade and other receivables		-
Trade and otherpayables		-
Total foreign currencies		247,929
Total converted into AUD		262,656

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 2. Financial risk management (cont’d)

Based on the financial instruments held at 30 June 2015, had the Australian dollar strengthened/weakened by 10% against the US dollar with all other variables held constant, the Group’s post-tax profit for the financial year would have been $67,984 lower/higher (2014: $26,266 lower/higher) and equity would have been $67,984 lower/higher (2014: $26,266 lower/higher), mainly as a result of foreign exchange losses/gains on translation of US dollar denominated financial instruments as detailed in the above table. Profit or loss is more sensitive to movements in AUD/USD exchange rates. The Group’s exposure to other foreign exchange movements is not material.

Fair value measurements

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2), and
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).

All financial assets, liabilities and borrowings have been recognised at the reporting date at their net fair values.

The carrying amount of cash and cash equivalents, trade receivable, payables and borrowings are assumed to approximate their fair values due to their short-term maturity.

Price risk

The Group is not exposed to equity securities price risk as it holds no investments in securities classified on the statement of financial position either as available-for-sale or at fair value through profit or loss. The Group is not exposed directly to commodity price risk.

Credit Risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.

Trade receivables are recorded at the invoiced amount. The Group does not have any off-balance-sheet credit exposure related to the customers. The credit risk of the Group arises from cash and cash equivalents, deposits with banks and financial institutions, available- for-sale financial assets, as well as credit exposure to customers, including outstanding receivables. For banks and financial institutions, only independently rated parties with a minimum Standard & Poor’s credit rating of A (or equivalent) are accepted. The Group assesses credit risk and allowance for doubtful accounts on a customer specific basis. The Group has adopted the policy of only dealing with credit worthy counterparties. As of 30 June 2014 and 2015, the Group does not have an allowance for doubtful debt accounts.

The maximum credit risk exposure of the Group at 30 June 2015 is $1,208,653 (2014: $1,719,452). There are no impaired receivables at 30 June 2015 (2014: Nil).

The Group’s maximum exposures to credit risk at the reporting date in relation to each class of recognised financial asset is the carrying amount, net of any provision for doubtful debts, of those assets as indicated in the statement of financial position.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 3. Critical accounting estimates and judgments and assumptions

(i) Significant accounting judgments

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

(ii) Exploration and evaluation assets

The Group’s accounting policy for exploration and evaluation expenditure is set out in Note 1(w). The application of this policy necessarily requires management to make certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether economic quantities of reserves are found. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised expenditure under this policy, the Directors conclude that the Group is unlikely to recover the expenditure by future exploration or sale, then the relevant capitalised amount will be written off to the consolidated statement of profit or loss and other comprehensive income.

(iii) Share-based payment transactions

The Consolidated Entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of options issued is determined by using Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. For performance rights issued, the fair value is determined by using a MonteCarlo simulation taking into account the probability of meeting the market based conditions at grant date. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

(iv) Retirement benefits liability

The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of estimates and assumptions. The estimates and assumptions used in determining the net cost (income) for pensions include the discount rate, mortality rate and salary rate increase. Any changes in these assumptions will impact the carrying amount of pension obligations.

The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Company considers the interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension obligation.

Other key assumptions for pension obligations are based in part on current market conditions.

(v) Income taxes

A certain degree of judgment is required in determining the provision for income taxes, as there are certain transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Further, recognition of deferred income taxes depends on the management’s assessment of the probability of available future taxable income against which the temporary differences can be applied. The Company reviews the carrying amounts of deferred income taxes at each reporting date and reduces deferred income tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax assets to be utilised. Accordingly, the Group did not recognise deferred tax assets in respect of deductible temporary differences and unused tax losses and credits.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 3. Critical accounting estimates and judgments and assumptions (cont’d)

(vi) Borrowings

A Strategic Funding Partnership Agreement (“Agreement”) with London based Bluebird Merchant Ventures Ltd (BMVL), signed on 23 December 2014, as varied (Refer Note 14 for details), includes two stages of funding:

Stage 1 Consideration: will be paid in stages by BMVL by monthly payments of US$100,000 (to a total of US$1m) with the balance owing at 6 months or upon BMVL admission to the London Stock Exchange (Alternative Investment Market (AIM)) by 1 October 2015, at which stage RMMS will issue a 15% interest in Red Mountain Mining Singapore Ltd (RMMS), holder of the Philippines Projects, Shares to BMVL within 30 days of satisfaction of Stage 1 conditions precedent;
Stage 2 Consideration of US$4.5m will be paid in full on satisfaction of Stage 2 Conditions Precedent, expiring 31 December 2016, unless extended by mutual agreement, and RMMS will issue a further 35% interest in RMMS shares for a total undivided 50% interest in RMMS.

To date US$280,000 has been directly contributed towards the Stage 1 commitment by BMVL, with an additional US$220,000 (total US$500,000) loaned by Vistra Trust (see below). If BMVL is not admitted to the London Stock Exchange by 1 October 2015, and this condition is not extended by variation to the Agreement, the contributions towards the Stage 1 Consideration received by RMMS to date will convert to RMX shares priced at the 10 day Volume Weighted Average Price (VWAP) of RMX shares traded on the ASX prior to 1 October 2015.

At 20 May 2015, the Agreement was amended (Converting Loan Agreement) to include Vistra Trust (s) P/L ATF IS&P Singapore Retirement Fund as a Lender. Vistra agrees to loan RMMS US$220,000 as payment of funds outstanding to RMMS from BMVL pursuant to the Agreement.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 4. Revenue and expenses

(a) Revenue Interest received Service fee (b) Other Income Net foreign exchange gains Gain on disposal of assets (c) Expenses Depreciation expense Write off of exploration and evaluation Employee benefits expense - Salary, wages and retirement benefits Share-based payment expense Finance cost - Interest expense Net foreign exchange loss Note 5. Income tax a) Income tax expense Current tax (expense)/benefit Deferred tax		2015 $ 2014 $ 17,028 33,625 25,735 56,383 42,763 90,008 785,696 - - 20,704 785,696 110,712 48,467 37,670 - 297,811 568,407 597,328 277,677 103,861 162 71 - 117,461 2015 $ 2014 $











		(220,565) 55,982 - - (220,565) 55,982

Note 5. Income tax

(a) Income tax expense

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 5. Income tax (cont’d)

(b) Numerical reconciliation of income tax expense to prima facie tax payable

Loss from continuing operations before income tax expense Tax at the Australian tax rate of 30% (2014: 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Legal fees Equity based payments Other non-assessable Other non-deductible Current year tax assets not recognised Withholding tax Under/over provision Income tax expense/(benefit) (c) The estimated potential deferred tax benefits not brought to account at Revenue losses - Australia Capital Losses Temporary differences - Australia Temporary differences – Overseas	(1,313,013) (2,500,909) (393,904) (750,273) 3,820 9,621 83,303 31,158 (115) (5,362) 6,506 104,062
	(300,390) (610,794) 520,955 593,998 - - 4,994 - (44,180)
	220,565 (55,982)
	30% (2,518,543) (2,264,807) (920,656) - (879) (66,994) (74,782) (149,456)

The potential future income tax benefit will only be obtained if:

(i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit to be realised;

(ii) the Company continues to comply with the conditions for deductibility imposed by law; and

(iii) no changes in tax legislation adversely affect the Company in realising the benefit.

No deferred tax assets have been recognised due to the fact that it is not probable that future taxable profit will be available against which the unused tax losses can be utilised.

The franking account balance at year end was nil.

Note 6. Current Assets – Cash and cash equivalents

Cash at bank and on hand Short term deposits and deposits on call	2015 2014 $ $
	557,057 683,022 37,471 1,036,430
	594,528 1,719,452

The Group’s exposure to interest rate and credit risk is disclosed in Note 2.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 7. Current assets – Trade and other receivables

Trade receivables Advances Prepayments Other	2015 $ 2014 $
	- 1,540 33,523 26,840 109,681 106,098 82,882 221,948
	226,086 356,426

The Group’s maximum exposure to credit risk is disclosed in Note 2. Carrying value of trade and other receivables approximates fair value due to short-term nature. There are no impaired receivables as at the reporting date.

Note 8. Exploration & Evaluation Expenditure

Carrying amount at 1 July Additions Research and development claim received Carrying value of tenements disposed Less impairment Exchange difference on translating foreign operations Carrying amount at 30 June	2015 2014 $ $
	18,457,991 16,704,816 2,709,328 2,710,387 (134,980) - - (1,569,477) - (297,811) 3,451,915 910,076
	24,484,254 18,457,991

Note 9 . Property, Plant and Equipment

At cost Accumulated depreciation Currency translation adjustment Carrying amount at 30 June Leasehold improvements Carrying amount at 1 July Additions Less depreciation Currency translation adjustment Carrying amount at 30 June	2015 2014 $ $
	109,918 105,794 (75,444) (25,959) 9,289 (1,018)
	43,763 78,817
	20,004 - 1,317 22,861 (12,755) (2,858) 2,943 -
	11,509 20,004

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 9 . Property, Plant and Equipment (cont’d)

Computer equipment Carrying amount at 1 July Additions Disposals/Write-offs Less depreciation Currency translation adjustment Carrying amount at 30 June Transportation equipment Carrying amount at 1 July Less depreciation Carrying amount at 30 June Office equipment Carrying amount at 1 July Additions Less depreciation Currency translation adjustment Carrying amount at 30 June Furniture and fittings Carrying amount at 1 July Additions Less depreciation Carrying amount at 30 June	43,853 70,304 2,434 2,648 - (925) (28,276) (27,157) 4,723 (1,018)
	22,734 43,852
	- 1,678 - (1,678)
	- -
	10,405 3,903 - 9,987 (5,221) (3,485) 1,623 -
	6,807 10,405
	4,555 7,048 373 - (2,215) (2,493)
	2,713 4,555

Note 10. Current liabilities – Trade and other payables

Note 10. Current liabilities – Trade and other payables
Trade payables Other payables	2015 $ 2014 $
	286,247 291,680 119,595 308,042
	405,842 599,722

The Group’s exposure to liquidity and foreign exchange risk related to trade and other payables is disclosed in Note 2. The carrying amount approximates fair value due to short-term nature.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 11. Current liabilities – Provisions

Note 11. Current liabilities – Provisions
Provisions for employee benefits	2015 $ 2014 $
	131,184 93,662

The current provision for employee benefits includes all unconditional entitlements where employees have completed the required period of service. The entire amount is presented as current, since the Consolidated Entity does not have an unconditional right to defer settlement. However, based on past experience, the Consolidated Entity does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

Note 12. Non-Current liabilities – Provisions

Note 12. Non-Current liabilities – Provisions
Retirement benefits	2015 $ 2014 $
	171,847 112,437

The Group has an unfunded defined retirement benefit plan covering all of its regular employees in the Philippines. The plan provides for payment of retirement, death, disability and voluntary and involuntary separation benefits to its employees or their beneficiaries. Under the provisions of the plan, the normal retirement age is 60 but employees with at least five (5) years of service can avail of early retirement. Upon normal retirement, a member of the plan shall receive a benefit equivalent to the minimum retirement benefit as provided by R.A. 7641 at the time of his/her retirement. The projected unit credit method was used to determine the current service cost for the year based on the most recent actuarial valuation of the Group’s retirement benefit plan for the year ended 30 June 2015.

Note 13. Current – Tax Liabilities

Note 13. Current – Tax Liabilities
Income Tax payable – Philippines	2015 $ 2014 $
	256,791 17,804

The Philippines entities do not recognise deferred income tax assets in their consolidated financial statements realisation of the related tax benefit through future taxable income is not probable. Total income tax payable pertains to unrealised foreign exchange gain.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 14. Non-Current liabilities – Borrowings

Note 14. Non-Current liabilities – Borrowings
Strategic financing	2015 $ 2014 $
	614,125 -

A Strategic Financing Partnership Agreement (“BMVL Agreement”) with London based Bluebird Merchant Ventures Ltd (BMVL) to fund the DFS, permitting and initial development, was signed on the 23 December 2014. The BMVL Agreement is for two stages of funding, totalling US$5.5m (approximately A$7.7m), to earn BMVL up to 50% of the wholly owned subsidiary, Red Mountain Mining Singapore Ltd (RMMS), holder of the Philippines Projects. Stage 1, US$1m, will fund the DFS, final permitting and reserve definition exploration drilling. Stage 2, US$4.5m, is subject to completion of the DFS and final mine permitting, and is planned to fund the initial development of the project.

The BMVL Agreement, as varied (see below) includes two stages of funding:

Stage 1 Consideration: will be paid in stages by BMVL by monthly payments of US$100,000 (to a total of US$1m) with the balance owing at 6 months or upon BMVL admission to the London Stock Exchange by 1 October 2015, unless extended by mutual agreement, at which stage Red Mountain Mining Singapore Ltd (RMMS), the holder of the Philippines Projects, will issue a 15% interest in RMMS Shares to BMVL within 30 days of satisfaction of Stage 1 conditions precedent;
Stage 2 Consideration of US$4.5m will be paid in full on satisfaction of Stage 2 Conditions Precedent, expiring 31 December 2016, unless extended by mutual agreement, and RMMS will issue a further 35% interest in RMMS shares for a total undivided 50% interest in RMMS to BMVL.

At 20 May 2015, the Agreement was amended to include a Converting Loan Agreement and include Vistra Trust (s) P/L ATF IS&P Singapore Retirement Fund (Vistra) as a Lender. Vistra agreed to loan RMMS US$220,000 as payment of funds outstanding to RMMS from BMVL pursuant to the Strategic Funding Partnership Agreement.

Repayment of the loan will be satisfied by the issue of fully paid ordinary shares in the capital of Red Mountain Mining (RMX) or BMVL, RMMS has no obligation to repay the loan or any part thereof.

On 10 June 2015, the parties entered into to a New Loan Agreement (New Loan) whereas RMX agreed to loan the remaining outstanding amount of the Stage 1 Consideration, being US$500,000 to ensure continuing operations of RMMS until the earlier of 1 October 2015 or BMVL being admitted to the London Stock Exchange. As at 30 June 2015, $186,934 of this facility had been drawn down, however it is not included in the balance above as it is eliminated on consolidation.

RMMS may drawdown on the New Loan at any time. Interest is payable on the loans will accrue daily at an interest rate of 5% until 6 August 2015. At 7 August, interest will be calculated on a daily basis per annum on the outstanding balance at a rate of 10%. These amounts will be capitalised into the Loans until such time as the Loan and all outstanding monies are repaid by RMMS to RMX.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 15. Contributed equity

(a) Share capital
Parent entity
Notes
Shares
2015
$
Shares
2014
$
Ordinary shares fully paid
15(b)
1,185,768,679
34,254,662
686,917,994
31,990,012
(b) Movements in ordinary share capital
Date
Details
Share No.
Issue
price
$
$
1 July 2013
Balance
247,897,026
26,913,277
14 August 2013
Subscribers of entitlements issue
213,977,644
0.01
2,139,776
15 August 2013
Subscribers of entitlements issue
7,055,395
0.01
70,554
5 September 2013
Shares issued to consultants in lieu of
services
8,636,950
0.01
86,370
23 September
2013
Shares issued to Sedgman Limited in
lieu of services
3,875,000
0.008
31,000
1 November 2013 Conversion of Performance Shares
1
-
-
21 January 2014
Placement to sophisticated investors
60,000,000
0.017
1,020,000
11 February 2014 Share Purchase Plan
144,398,375
0.017
2,454,772
13 February 2014
Exercise of options $0.015 expiring30
June 2014
2,807,201
0.015
42,108
17 February 2014
Cancellation of shares - Mindoro buy
back
(4,000,000)
0.10
(400,000)
5 March 2014
In lieu of services – Crystal Sun
431,000
0.029
12,499
5 March 2014
Exercise of options $0.015 expiring 30
June 2014
110,000
0.015
1,650
9 April 2014
In lieu of services – Crystal Sun
1,695,652
0.014
23,739
30 June 2014
Exercise of options $0.015 expiring 30
June 2014
33,750
0.015
506
30 June 2014
Exercise of options $0.015 expiring 30
June 2014
30,000
0.015
450
30 June 2014
Adjust for shares issued to consultants
in lieu of services
-
-
(21,149)
Adjust impairment for acquired
tenements sold during the year
-
-
(96,000)
Share issue expenses
-
-
(289,540)

30 June 2014
Balance
686,947,994
31,990,012

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 15. Contributed equity (cont’d)

(b) Movements in ordinary share capital (cont’d)

1 July 2014 Balance 17 September 2014 Shares issued in lieu of services - Crystal Sun 17 September 2014 Placement of shares 25 September 2014 Exercise of options $0.03 expiring 30 June 2016 24 October 2014 Placement of shares 31 December 2014 Shares issued in lieu of services – Indodrill 31 December 2014 Shares issued in lieu of services - Crystal Sun 31 December 2014 Shares issued in lieu of services – Various 2 January 2015 Placement of shares 11 February 2015 Rights issue 11 March 2015 Rights issue 11 March 2015 Placement of shares 13 March 2015 Shares issued in lieu of services – Stocksdigital 13 March 2015 Exercise of options - RMXO $0.012 expiring 31 March 2016 13 March 2015 Exercise of options - RMXOD $0.006 expiring 30 June 2016 22 March 2015 Exercise of options - RMXO $0.012 expiring 31 March 2016 22 March 2015 Exercise of options - RMXOD $0.006 expiring 30 June 2016 Share issue expenses 30 June 2015 Balance	686,947,994 31,990,012 1,610,000 0.01 16,100 74,960,000 0.0075 560,101 17 0.03 1 56,402,833 0.006 338,417 10,387,095 0.01 103,871 1,622,857 0.01 16,229 2,992,170 0.006 17,953 61,325,000 0.004 245,300 111,480,599 0.004 445,922 112,500,000 0.004 450,000 52,500,000 0.004 210,000 13,000,000 0.004 55,900 14,375 0.012 173 14,375 0.006 86 5,682 0.012 68 5,682 0.006 34 - (195,505) 1,185,768,679 34,254,662	686,947,994 31,990,012 1,610,000 0.01 16,100 74,960,000 0.0075 560,101 17 0.03 1 56,402,833 0.006 338,417 10,387,095 0.01 103,871 1,622,857 0.01 16,229 2,992,170 0.006 17,953 61,325,000 0.004 245,300 111,480,599 0.004 445,922 112,500,000 0.004 450,000 52,500,000 0.004 210,000 13,000,000 0.004 55,900 14,375 0.012 173 14,375 0.006 86 5,682 0.012 68 5,682 0.006 34 - (195,505) 1,185,768,679 34,254,662
		34,254,662

(c) Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Performance shares are not entitled to voting rights.

Effective 1 July 1998, the corporations legislation abolished the concepts of authorised capital and par value shares. Accordingly the Company does not have authorised capital nor par value in respect of its issued capital.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 15. Contributed equity (cont’d)

(d) Performance rights

Parent entity Notes Performance Rights 2015 $ Performance Rights 2014 $ Performance Rights 14(e) 79,850,500 381,538 28,000,000 103,861 Movement in Performance Rights Date Details Notes Performance Rights No. $ 30 June 2014 Balance 28,000,000 103,861 20 November 2014 Issue of Performance Rights to Director (i) 37,800,000 30,822 20 November 2014 Issue of Performance Rights to Key Management Personnel (i) 14,050,500 11,457 30 June 2015 Share based payment expensed – Performance Rights A, B and C - 235,398 30 June 2015 Balance 79,850,500 381,538	Parent entity Performance Rights 2015 $ Performance Rights 2014 $	Parent entity Performance Rights 2015 $ Performance Rights 2014 $
	79,850,500	381,538 28,000,000 103,861
		Performance Rights No. $ 28,000,000 103,861 37,800,000 30,822 14,050,500 11,457 - 235,398 79,850,500 381,538

(e) Movement in Performance Rights

The following Performance Rights were issued to the Company’s Directors and Key Management Personnel on 20 November 2014:

	J Dugdale	G Boswell	Total
Performance Rights D	12,600,000	-	12,600,000
Performance Rights E	12,600,000	-	12,600,000
Performance Rights F	12,600,000	4,683,500	17,283,500
Performance Rights G	-	4,683,500	4,683,500
Performance Rights H	-	4,683,500	4,683,500
Total	37,800,000	14,050,500	51,850,500

There are no voting rights for Performance Rights holders.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 15. Contributed equity (cont’d)

(f) Options

Options
		Parent entity
	2015		2014
	Notes
	Options	$	Options	$
Options over ordinary	shares of 15(g) 702,372,285	2,987,206	112,839,477	2,932,797
the Company
Movement in options	on issue
		Options
Date	Details Notes	No.	$
30 June 2014	Balance	112,839,477	2,932,797
25 September 2014	Exercise of options	(17)		-
24 October 2014	Rights issue options $0.03,	37,480,000		-
	expiring 31 March 2016
20 November 2014	Placement of options $0.012,	56,402,833		-
	expiring 31 March 2016
20 November 2014	Issue of options $0.012 expiring	1,722,036		-
	31 March 2016 in lieu of services
2 January 2015	Issue of options $0.012 expiring	30,662,500		-
	31 March 2016 - free attaching
2 January 2015	Issue of options $0.012 expiring	30,662,500		-
	30 June 2016 - $0.03 free
	attaching
11 February 2015	Rights issue - free attaching	55,740,285		-
	$0.012 expiring 31 March 2016
11 February 2015	Rights issue - free attaching	55,740,285		-
	$0.006 expiring 30 June 2016
13 February 2015	Rights issue - $0.006 expiring 30	30,662,500
	June 2016 in lieu of services1		24,476
11 March 2015	Rights issue - free attaching	56,250,000
	$0.012 expiring 31 March 2016			-
11 March 2015	Rights issue - free attaching	56,250,000
	$0.006 expiring 30 June 2016			-
11 March 2015	Placement - free attaching	26,250,000		-
	$0.012 expiring 31 March 2016
11 March 2015	Placement - free attaching	26,250,000		-
	$0.006 expiring 30 June 2016
11 March 2015	Options issued to Stocksdigital in	6,500,000		-
	lieu of services - free attaching
	$0.012 expiring 31 March 2016
11 March 2015	Options issued to Stocksdigital in	6,500,000		-
	lieu of services - free attaching
	$0.006 expiring 30 June 2016
13 March 2015	Option exercise-RMXO $0.012	(14,375)		-
	each expiring 31 March 2016
13 March 2015	Option exercise-RMXOD $0.006	(14,375)		-
	each expiring 30 June 2016
22 March 2015	Option exercise-RMXO $0.012	(5,682)		-
	each expiring 31 March 2016
22 March 2015	Option exercise-RMXOD $0.006	(5,682)		-
	each expiring 30 June 2016

(g) Movement in options on issue

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

27 March 2015 Shortfall rights issue – free attaching $0.006 expiring 30 June 2016 27 March 2015 Shortfall options issued to BBY in lieu of services $0.006 expiring 30 June 2016 as capital Capital raising costs1 30 June 2015 Balance	75,000,000 - 37,500,000 29,933
	702,372,285 2,987,206

During the reporting period, 68,162,500 options were issued to consultants in lieu of capital raising services. The value of these equity-settled transactions is measured at the value of the services received.

Terms and conditions of options on issue

	Listed options expiry 30/06/2016 @ $0.006	Listed options expiry 30/06/2016 @ $0.006	Listed options expiry 31/03/2016 @ $0.012	Listed options expiry 31/03/2016 @ $0.012	Listed options expiry 30/06/2016 @ $0.03	Unlisted options expiry 15/09/2016 @ $0.20	Unlisted options expiry 15/09/2016 @ $0.20
No. of options	287,882,728		270,987,597		128,501,960	15,000,000

			2015		2014
		No. of Options		Weighted average exercise price($)	No. of Options		Weighted average exercise price ($)

Balance at beginningofyear		112,839,477		0.06	113,196,544		0.10
Granted duringtheyear		589,572,939		0.0084	169,768,490		0.03
Forfeited/cancelled duringtheyear		-		-	-		-
Exercised duringtheyear		(40,131)		-	(2,980,951)		(0.0004)
Expired duringtheyear		-		-	(167,144,606)		(0.07)
Balance at the end of theyear		702,372,285		0.07	112,839,477		0.06
Exercisable at the end of the year		702,372,285		0.07	112,839,477		0.06

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 16. Reserves and Accumulated Losses

(a) Reserves
Share-based payments reserve
Foreign currency translation reserve
Other reserves
Total reserves at the end of the financial year
Share-based payments reserve
Movements:
Balance at beginning of year
Share-based payments during the year
Options issued in lieu of services
Balance at the end of the financial year
Foreign currency translation reserve
Movements:
Balance at beginning of year
Exchange differences on translation of foreign operation
Balance at the end of the financial year
Other reserves
Movements:
Balance at beginning of year
Pension remeasurement in the Philippines
Balance at the end of the financial year
(b) Accumulated losses
Accumulated losses at the beginning of the financial year
Net loss attributable to members of the Company
Accumulated losses at the end of the financial year

2015
$
2014
$ 3,368,744
3,036,658
3,563,595
208,415
44,666
41,408
6,977,005
3,286,481
2015
$
2014
$ 3,036,658
2,932,797
277,677
103,861
54,409
-
3,368,744
3,036,658
208,415
562,601
3,355,180
(354,186)
3,563,595
208,415
41,408
-
3,258
41,408
44,666
41,408
(15,766,999)
(13,529,043)
(1,775,855)
(2,237,956)
(17,542,854)
(15,766,999)

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 16. Reserves and Accumulated Losses (cont’d)

(c) Nature and purpose of reserve

(i) Share-based payments reserve

The share-based payments reserve is used to recognise the value of equity benefits provided to Directors as remuneration or to suppliers as payment for products and services. The details of share-based payments are disclosed in Note 22.

(ii) Foreign currency translation reserve

Exchange differences arising from translation of the foreign controlled entities are taken to the foreign currency translation reserve, as prescribed in Note 1(s). The reserve is recognised in the profit and loss when the net investment is disposed of.

(iii) Other reserves

Differences arising from the pension revaluation of the foreign controlled entities are taken to the other reserves, a prescribed in Note 1(v). The reserve is recognised in the profit and loss when the net value is expensed.

Note 17. Related party disclosure

(a) Directors

The following persons were Directors of Red Mountain Mining Ltd during the financial year:

N Warburton Non-executive Chairman J Dugdale Managing Director M Wolley Non-executive Director G Boswell Country Manger –Philippines

(b) Key management personnel compensation

Details of remuneration paid to Key Management Personnel have been disclosed in the Directors’ Report. Subsequent to 30 June 2015, the J Dugdale and G Boswell were awarded bonuses pertaining to the financial year 2015 had been recommended at the date of this report.

Aggregate of remuneration paid to Key Management Personnel during the financial year as follows:

Short-term employee benefits - Cash salaries and fees Other benefits – annual leave Early termination payments Long-term benefits – Superannuation Share-based payments – Options and performance rights (refer to Note 22)	2015 $ 2014 $
	620,341 581,139 16,776 15,693 - - 45,607 34,740 277,677 103,861
	960,401 735,433

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 17. Related party disclosure (cont’d)

(c) Key management personnel compensation disclosure

The Board policy in determining the nature and amount of compensation and discussion of the relationship between the Board’s policy and the entity’s performance are provided in the Remuneration Report section of the Directors’ Report.

Transactions with related parties

The following transactions occurred with related parties:

Amounts paid to related parties Director fees paid to Michlange Pty Ltd, an entity related to Mr Neil Warburton Salary and related fees paid to Underhill & Associates Ltd, an entity related to Mr Geoff Boswell (US$96,000) Amounts outstanding and payable to related parties at 30 June Salary and related fees paid to Underhill & Associates Ltd, an entity related to Mr Geoff Boswell (US$16,000)	2015 2014 $ $
	63,600 72,000 115,746 104,592
	2015 2014 $ $
	20,840 -

Wholly-owned group

The wholly-owned group consists of Red Mountain Mining Ltd and its wholly-owned subsidiaries as described in Note 21.

Aggregate amounts receivable at reporting date:

Red Mountain Mining (Hong Kong) Holdings Ltd Non-current receivables Less: Provision for non-recovery MRL Gold Non-current receivables Less: Provision for non-recovery	Parent 2015 $ 2014 $
	3,068,854 3,335,541 (3,068,854) (3,335,541)
	- -
	25,487,515 23,600,734 (25,487,515) (23,600,734)
	- -

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 18. Remuneration of auditors

During the year the following services were paid or
payable to the auditors of the Group, its related entities and
non-related audit firms:
Audit services
Audit and review of financial report
- parent entity auditors-BDO Audit (WA) Pty Ltd
- controlled entities auditors-RSM Nelson Wheeler,
BDO Singapore, PWC Manila
Note 19. Contingent liabilities
The Group has no contingent liabilities at 30 June 2015.
Note 20. Commitments for expenditure
Remuneration commitments
The Group has no remuneration commitments as of 30 June 2015.
Lease Commitments
within one year
later than one year but not later than five years
later than five years
The Group has leases in both Australia and Philippines.

2015
$
2014
$ 40,250
38,593
23,115
15,080
63,365
53,673
2015
$
2014
$ 123,318
78,029
4,498
28,768
-
-
127,816
106,798

As at 30 June 2015, the Company held $26,430 in a term deposit as guarantee to the West Perth office lease.

The Group has no other commitments for expenditure at 30 June 2015.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 21. Investments in controlled entities

(a) Material subsidiaries	(a) Material subsidiaries
			Equity holding
			2015	2014
Name of entity	Country of incorporation	Class of	%	%
		shares
Red Mountain Mining (Hong	Hong Kong	Ordinary	100	100
Kong) Holdings Ltd
Red Mountain Mining	People’s Republic of China	Ordinary	-2	100
Consulting (Shenyang) Co Ltd
Red Mountain Mining	Singapore	Ordinary	100	100
(Singapore) Pte Ltd
MRL Gold Inc	Philippines	Ordinary	100	100
Egerton Gold Philippines Inc	Philippines	Ordinary	401	40*

Note 1. MRL Gold Inc. has an investment in Egerton Gold Philippines Inc.(“EGPI”) that pertains to 40% ownership. MRL Gold Inc. has option on EGPI’s 60% remaining issued and outstanding capital.

Note 2. On 18 March 2015, the company de-registered the wholly own subsidiary, Red Mountain Mining Consulting (Shenyang) Co Ltd.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 21. Investments in controlled entities (cont’d)

(b) Non-controlling interests (NCI)

Set out below is summarised financial information for the subsidiary that has non-controlling interests that are material to the Group. The amounts disclosed for the subsidiary are before inter-company eliminations.

	Egerton Gold Philippines Inc.
Summarised Financial Position	As at 30 June 2015 As at 30 June 2014
Current assets Current liabilities Current net assets Non-current assets Non-current liabilities Non-current net assets Total net assets Accumulated NCI	102,606 324,441 (25,963,826) (20,343,109)
	(25,861,220) (20,018,668)
	25,953,889 19,505,786 (286,108) (11,701)
	25,667,781 19,494,084
	(193,439) (524,584)
	80,029 279,565
Summarised Statement of Profit or Loss and Other Comprehensive Income	For the year ended 30 June 2015 For the year ended 30 June 2014
Revenue Profit/(loss) for the year Other comprehensive income Total comprehensive income/(loss)	232 364 403,793 (344,954) - -
	403,793 (344,954)

Summarised Cash flows	For the year ended 30 June 2015 For the year ended 30 June 2014
Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increase/(decrease) in cash and cash equivalents	(18,901) (20,258) (1,681,489) (1,680,584) 1,596,757 1,876,992
	(103,633) (176,150)

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 22. Share-based payments

The Group provides the following in the form of share-based payment transactions:

Options to acquire ordinary shares are issued to Directors and contractors of the Group as an incentive to improve the Board and shareholders goal congruence; and
Performance Rights are issued to Directors and executives of the Group.

Options

Terms and conditions of options as share-based payments existed at end of financial year:

	Listed options expiry 30/06/2016 @ $0.006	Listed options expiry 31/03/2016 @ $0.012	Listed options expiry 30/06/2016 @ $0.03	Unlisted options expiry 15/09/2016 @ $0.20
No. of options	287,882,728	270,987,597	128,501,960	15,000,000

The weighted average remaining contractual life of share options outstanding at the end of the financial year was 0.91 years.

The Company did not issue any options to Directors or other Key Management Personnel as performance based remuneration during the financial year ended 30 June 2015 (2014: nil).

Performance Rights

Performance Rights were issued to Directors and executives as part of their remuneration under the Group’s Performance Rights Plan which was approved at the annual general meeting held on 18 November 2013 (refer to the Remuneration Report).

Terms and conditions of performance rights as share-based payments issued during the financial year:

	Tranche D @ $0.004 per right1	Tranche E @ $0.004 per right2	Tranche F @ $0.004 per right3	Tranche G @ $0.004 per right4	Tranche H @ $0.004 per right5
No. of performance rights	12,600,000	12,600,000	17,283,500	4,683,500	4,683,500
Total value	$50,284	$50,284	$68,975	$18,691	$18,691

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 22. Share-based payments (cont’d)

Vesting conditions of the Performance Rights issued during the year are as follows:

Performance Rights D will vest if and when:
- sufficient hedging arrangement are in place to support the financing of the Batangas Project and sufficient funding for the Batangas Project has been secured “Vesting Hurdle 1”; and
- the recipient remains an employee/Director of the Company for three (3) months after the date which Vesting Hurdle 1 is met.
50% of Performance Rights E will vest if and when:
- production at the Batangas Project has commenced and first ore is produced (Vesting Hurdle 2A); and
- the recipient remains an employee/Director of the Company for three (3) months after the date which Vesting Hurdle 2A is met.
50% of Performance rights E will vest if and when:
- production at the Batangas Project has commenced and receipt of first cash sales has occurred (Vesting Hurdle 2B); and
- the recipient remains an employee/Director of the Company for three (3) months after the date which Vesting Hurdle 2B is met.
Performance Rights F will vest if and when:
- actual production compared to the approved budget and operating costs compared to the approved budget are in line with expectations for the financial year ending 30 June 2017; and
- the recipient remains an employee/Director of the Company on 31 July 2017.
Performance Rights G will vest if and when:
- declaration of Mining Project Feasibility for the Batangas Project is approved by the Mines and Geosciences Bureau (MGB) and an Environmental Compliance Certificate and related environmental permits for the Batangas Project is received from the MGB by 5.00pm (WST) on 1 December 2015 ( Vesting Hurdle 1 ); and
- the recipient remains an employee of the Company for three (3) months after the date which Vesting Hurdle 1 is met.
50% of Performance Rights H will vest if and when:
- production at the Batangas Project has commenced and first ore is produced by 5.00pm (WST) on 1 December 2016 (Vesting Hurdle 2A); and
- the recipient remains an employee/Director of the Company for three (3) months after the date which Vesting Hurdle 2A is met.
50% of Performance Rights H will vest if and when:
- production at the Batangas Project has commenced and receipt of first cash sales has occurred by 5.00pm (WST) on 1 December 2016 (Vesting Hurdle 2B); and
- the recipient remains an employee/Director of the Company for three (3) months after the date which Vesting Hurdle 2B is met.

A total value of $206,925 of Performance Rights D to H issued will be allocated across the vesting period. The value of these equity-settled transactions is measured by reference to the fair value of the equity instruments at the date of shareholder approval on 17 November 2014 using the market value at that date, the probability of the relevant market conditions being met and the expected length of the vesting period.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 22. Share-based payments (cont’d)

The fair value is determined using a Black-Scholes model to calculate the average number of performance rights passing the performance condition based on the following:

Shareprice	$0.004
Volatility	108%
Risk free rate	2.59%

Total expenses arising from share-based payment transactions recognised during the year were as follows:

Note Performance rights 15(e) Options issued in lieu of capital raising expenses 15(g)	2015 $ 2014 $ 277,677 103,861 54,409 - 332,086 103,861

Note 23. Reconciliation of loss from ordinary activities after income tax to net cash outflow used in operating activities

operating activities
(i) Reconciliation of cash and cash equivalent: Cash at Bank (ii) Reconciliation of cash flows from operating activities with loss after income tax Operating loss after income tax Non-cash items Bad debts written off Gain on disposal of assets Impairment Depreciation Share based payments Net foreign exchange (gains)/losses Change in operating assets and liabilities Decrease/(increase) in other receivables Increase/(decrease) in trade creditors Increase/(decrease) in current tax liability Increase/(decrease) in other operating assets / liabilities Net cash used in operating activities	2015 $ 2014 $
	594,528 1,719,452
	(1,533,578) (2,444,927) - 20,272 - (20,704) - 297,811 48,467 37,670 277,677 103,861 (785,696) 117,461 130,340 24,350 141,427 (66,730) 237,150 (121,364) 62,668 142,404
	(1,421,545) (2,112,172)

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 23. Reconciliation of loss from ordinary activities after income tax to net cash outflow used in operating activities (cont’d)

(iii) Non-cash financing and investing activities

2015

Other than as detailed in Note 22 and the Directors’ Report, there were no non-cash financing or investing activities during the financial year ended 30 June 2015.

2014

Other than as detailed in Note 22 and the Directors’ Report, there were no non-cash financing or investing activities during the financial year ended 30 June 2014.

Note 24. Loss per share

Basic and diluted loss per share Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share. Losses used in calculating losses per share	2015 Cents 2014 Cents
	(0.19) (0.42) 2015 Number 2014 Number
	919,798,988 534,329,027
	2015 $ 2014 $
	(1,775,855) (2,237,956)

Diluted loss per share

As at 30 June 2015, none of the outstanding options were dilutive as the weighted average exercise price of the options were higher than the weighted average share price for the year.

Note 25. Dividends

The Board does not recommend the payment of a dividend for the financial year ended 30 June 2015. No dividends were paid during the financial year.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 26. Operating Segments

Red Mountain Mining Ltd operates predominantly in one industry being the mining and exploration industry in the Philippines.

Segment Information

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and determining the allocation of resources.

The Company is managed primarily on the basis of its gold exploration in the Philippines and its corporate activities. Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics.

Types of reportable segments

(i) Gold exploration

Segment assets, including acquisition cost of exploration licenses and all expenses related to the tenements in Philippines are reported on in this segment.

(ii) Corporate

Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity. Segment assets, including cash and cash equivalents, and investments in financial assets are reported in this segment.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Company.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

Unless indicated otherwise in the segment assets note, deferred tax assets and intangible assets have not been allocated to operating segments.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 26. Operating Segments (cont’d)

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not allocated. Segment liabilities include trade and other payables.

Revenue Depreciation Employee Costs Consulting fees Other expenditures Loss after income tax Total assets Total liabilities Revenue Depreciation Impairment Employee Costs Consulting fees Other expenditures Loss after income tax Total assets Total liabilities	Year ended 30 June 2015 Corporate Exploration Eliminations Total $ $ $ $ 34,329 8,434 - 42,763 (6,958) (41,509) - (48,467) (669,486) (176,598) - (846,084) (180,331) (168,655) - (348,986) (709,749) 376,943 - (332,804)
	(1,532,195) (1,385) - (1,533,578)

	41,434,496 27,334,758 (43,420,623) 25,348,631

	907,632 28,449,486 (27,778,614) 1,578,504
	Year ended 30 June 2014 Corporate Exploration Eliminations Total $ $ $ $ 71,571 18,437 - 90,008 (8,638) (29,032) - (37,670) - (297,811) - (297,811) (595,531) (105,658) - (701,189) (513,980) (118,891) - (632,871) (520,119) (345,275) - (865,394)
	(1,566,697) (878,230) - (2,444,927)

	39,669,222 21,062,548 (40,118,533) 20,613,237

	194,128 23,945,544 (23,315,495) 824,177

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities Notes to the consolidated financial statements

Note 27. Parent entity information

The following information relates to the parent entity, Red Mountain Mining Ltd, as at 30 June 2015. The information presented hereto has been prepared using accounting policies consistent with those presented in Note 1.

Parent Current assets Non-current assets Total assets Current liabilities Total liabilities Contributed equity Share Based Payment Reserve Accumulated losses Net Assets Loss for the year Other comprehensive (loss)/income Total comprehensive loss for the year	2015 $ 2014 $
	526,871 1,214,962 23,474,993 18,768,229
	24,001,864 19,983,191
	907,632 194,131

	907,632 194,131
	34,350,662 32,086,012 3,368,766 3,036,658 (14,625,174) (15,333,610)
	23,094,232 19,789,060
	708,436 (3,397,014) (2,930) 5,117
	705,506 (3,391,897)

The parent entity has no contingent liabilities or capital commitment as at 30 June 2015.

Note 28. Events occurring after reporting date

On 31 July 2015, the Company announced it has submitted all final responses to questions from the Review Committee of the Environmental Management Bureau (EMB) to allow a recommendation to be finalised for the approval of the Environmental Compliance Certificate (ECC). Upon approval of the ECC, will represent a major milestone in the overall approval process for the Batangas Project development. The Company also noted that the Lobo Municipal Council had withdrawn its previous endorsement for the project, citing some environmental and social acceptability concerns.

On 12 August 2015, the Company announced a proposed partially underwritten Share Purchase Plan, which closed on 3 September 2015 and was completed on 10 September 2015, raising $0.6 million (before costs).

On 24 August 2015, the Company announced exceptional new surface gold results from projected extensions of the South West Breccia Main Lode and Hanging Wall Lode on its Lobo prospect at the Batangas Project.

No other matter or circumstance has arisen since 30 June 2015 that has significantly affected, or may significantly affect:

(a) the Consolidated Entity’s operations in future financial years, or
(b) the results of those operations in future financial years, or
(c) the Consolidated Entity’s state of affairs in future financial years.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Directors’ Declaration

In the Directors’ opinion:

(a) The financial statements and notes are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) the attached financial statements are in compliance with International Financial Reporting Standards, as stated in Note 1(b) to the financial statements; and
(iii) giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2015 and of the performance, as represented by the results of their operations, changes in equity and the cash flows, for the financial period ended on that date; and
(b) there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as and when they become due and payable.
(c) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to s.295 (4) of the Corporations Act 2001.

==> picture [132 x 43] intentionally omitted <==

Neil Warburton Non-executive Chairman

Perth, Western Australia 14 September 2015

Red Mountain Mining Annual Report – 30 June 2015

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REPORT

To the members of Red Mountain Mining Ltd

Report on the Financial Report

We have audited the accompanying financial report of Red Mountain Mining Ltd, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1(b), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

Red Mountain Mining Annual Report – 30 June 2015

==> picture [79 x 31] intentionally omitted <==

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Red Mountain Mining Ltd, would be in the same terms if given to the directors as at the time of this auditor’s report.

Opinion

In our opinion:

(a) the financial report of Red Mountain Mining Ltd is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(b).

Emphasis of matter

Without modifying our opinion, we draw attention to Note 1(z) in the financial report, which indicates that the ability of the consolidated entity to continue as a going concern is dependent upon raising capital and/or other debt financing in the next 12 months. These conditions, along with other matters as set out in Note 1(z), indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Red Mountain Mining Ltd for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd

==> picture [91 x 56] intentionally omitted <==

Ian Skelton

Director

Perth, 14 September 2015

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Additional information required by the ASX Listing Rules and not disclosed elsewhere in this report is set out below. The information is current as at 1 September 2015.

Substantial Shareholders

The number of securities held by substantial shareholders who have provided substantial shareholder notices to the Company and their associates are set out below:

and their associates are set out below:
Shareholder	Shares	%
Mindoro Resources Limited~~1~~	46,000,001	6.7%
E Pishas & Sons Pty Ltd~~2~~	64,000,000	9.28%
Viv Mac Pty Ltd (and associates)3	4,100,000	5.19%

As provided to the Company on 23 April 2014.
As provided to the Company on 7 April 2014.
As provided to the Company on 23 January 2012.

Voting Rights

Ordinary shares

On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Performance Rights

Performance Rights carry no voting rights.

Options

Options carry no voting rights.

Unmarketable Parcels

There were 737 holders of less than a marketable parcel of ordinary shares, which as at 1 September 2015 was 166,667.

Distribution Schedules

Quoted Securities

Ordinary Shares Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,000 and over	Number of Holders Shares 74 5,467 8 19,470 32 311,724 455 24,980,882 1050 1,160,451,136
	1,619 1,185,768,679

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Listed Options, exercisable at $0.03 on or before 30 June 2016

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Options 4 919 16 60,554 9 73,105 52 2,658,727 115 125,708,655
	196 128,501,960

Listed Options, exercisable at $0.006 on or before 30 June 2016

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Options 3 1,347 24 71,311 23 181,874 129 4,849,305 146 282,778,891
	325 287,882,728

Listed Options, exercisable at $0.012 on or before 31 March 2016

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Options 1 750 24 71,311 24 188,124 131 4,964,305 176 265,763,107
	356 270,987,597

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Unquoted Securities

For each class of unquoted securities, if a person holds 20% or more of the securities in a class, the name of the holder and number of securities held is disclosed.

Options, exercisable at $0.20 each on or before 15 September 2016

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 14 15,000,000
	14 15,000,000

China Resource Fund Pty Ltd holds 3,000,000 options comprising 20.00% of this class.

Class A Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 4 7,000,000
	4 7,000,000

Mr Lawrence Jonathon Dugdale holds 3,000,000 performance rights comprising 42.86% of this class; Michlange Pty Ltd holds 1,500,000 performance rights comprising 21.43% of this class; Underhill Associates Ltd holds 1,500,000 performance rights comprising 21.43% of this class.

Class B Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 4 10,500,000
	4 10,500,000

Mr Lawrence Jonathon Dugdale holds 4,500,000 performance rights comprising 42.86% of this class; Michlange Pty Ltd holds 2,250,000 performance rights comprising 21.43% of this class; Underhill Associates Ltd holds 2,250,000 performance rights comprising 21.43% of this class.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Class C Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 4 10,500,000
	4 10,500,000

Mr Lawrence Jonathon Dugdale holds 4,500,000 performance rights comprising 42.86% of this class; Michlange Pty Ltd holds 2,250,000 performance rights comprising 21.43% of this class; Underhill Associates Ltd holds 2,250,000 performance rights comprising 21.43% of this class.

Class D Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 1 12,600,000
	1 12,600,000

Mr Lawrence Jonathon Dugdale & Dr Allison Lorraine Dugdale holds 12,600,000 performance rights comprising 100% of this class.

Class E Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 1 12,600,000
	1 12,600,000

Mr Lawrence Jonathon Dugdale & Dr Allison Lorraine Dugdale holds 12,600,000 performance rights comprising 100% of this class.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Class F Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 2 17,283,500
	2 17,283,500

Mr Lawrence Jonathon Dugdale & Dr Allison Lorraine Dugdale holds 12,600,000 performance rights comprising 72.90% of this class; Mr Geoffrey Boswell holds 4,683,500 performance rights comprising 27.10% of this class.

Class G Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 1 4,683,500
	1 4,683,500

Mr Geoffrey Boswell holds 4,683,500 performance rights comprising 100% of this class.

Class H Performance Rights

Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over	Number of Holders Shares - - - - - - - - 1 4,683,500
	1 4,683,500

Mr Geoffrey Boswell holds 4,683,500 performance rights comprising 100% of this class.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Top Holders of Quoted Securities

Fully Paid Ordinary Shares

	Name	Number of Shares	%
1	E PISHAS & SONS PTY LTD	61,400,000	5.18
2	MR ANTONY CHAMBERS	37,555,500	3.17
3	BBY NOMINEES LIMITED	25,714,735	2.17
4	ACUITY CAPITAL INVESTMENT MANAGEMENT PTY LTD CAPITAL HOLDINGS A/C>	20,426,378	1.72
5	MICHLANGE PTY LTD	19,145,781	1.61
6	PERSHING AUSTRALIA NOMINEES PTY LTD	15,000,000	1.27
7	CUSTOM AV PTY LTD	13,750,000	1.16
8	MR JOHN VIEIRA & MRS TRACEY LOIS VIEIRA RETIREMENT PLAN A/C>	11,199,313	0.94
9	MR ANTHONY PAUL RODBARD-BEAN	11,000,000	0.93
10	MR ANDREW BAUMGARTNER	10,000,000	0.84
11	MISS LI WEI YAN	9,949,545	0.84
12	DR CLAUDIA PETHERICK	9,815,000	0.83
13	MR ANTHONY GALE	9,682,647	0.82
14	MR LAWRENCE JONATHON DUGDALE & DR ALLISON LORRAINE DUGDALE	9,000,000	0.76
15	ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD	8,688,008	0.73
16	MR GIUSEPPE LUCA & MRS CONCETTA LUCA FUND A/C>	8,300,000	0.70
17	MR CHRISTOPHER KENNETH SHELDRICK	7,600,000	0.64
18	MURITAI PTY LTD	7,507,810	0.63
19	TOWN TOWERS PTY LTD	7,228,309	0.61
20	KRONENDAL HOLDINGS PTY LTD	6,675,000	0.56
	Totals	309,638,026	26.11

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Listed Options exercisable at $0.03 each on or before 30 June 2016

	Name		Number of Options	%
1	MR GRANT WILLIAMS		10,500,000	8.17
2	MICHLANGE PTY LTD		6,497,350	5.06
3	MR ANH DUY PHAN & MRS LIEN XUAN THI TRAN		5,491,667	4.27
4	MR JOHN CUERDEN		5,230,865	4.07
5	KEFU UNDERWRITERS PTY LIMITED		5,000,000	3.89
6	MR ROHAN DAVID WILLIAMS		4,250,000	3.31
7	INTERNATIONAL BUSINESS NETWORK (SERVICES) PTY LTD		4,000,000	3.11
8	MR JOHN VIEIRA & MRS TRACEY LOIS VIEIRA RETIREMENT PLAN A/C>		3,400,000	2.65
9	BAR RAD PTY LTD		2,765,000	2.15
10	BAOWIN INVESTMENTS PTY LTD		2,586,598	2.01
11	MR REX MELVILLE BARLOW & MRS DEBORAH ANN BARLOW		2,500,000	1.95
12	PSK CONSULTING PTY LTD		2,500,000	1.95
13	MR MARK DAMION KAWECKI		2,390,000	1.86
14	RAMIN VAHDANI		2,282,219	1.78
15	MR GLEN STEPHENSON		2,050,000	1.60
16	MR MARK ROWLEY		2,002,000	1.56
17	TANDEM TECHNICAL CONSULTANTS PTY LTD TECHNICAL CON A/C>		2,000,010	1.56
18	IBT HOLDINGS PTY LTD <IBT HOLDINGS PTY LTD FAM	A/C>	1,998,000	1.55
19	MR RODNEY DARRYL SAINES		1,950,000	1.52
20	MR JUSTIN NEIL WARBURTON		1,804,080	1.40
	Totals		71,197,789	55.41

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Listed Options exercisable at $0.006 each on or before 30 June 2016

	Name	Number of Options	%
1	BBY NOMINEES LIMITED	62,500,000	21.71
2	MRS ALLISON MAREE BULSECO	35,000,000	12.16
3	EUTHENIA TYCHE PTY LTD	20,751,824	7.21
4	MR ELI EKMAN	10,838,550	3.76
5	MR MARK DAMION KAWECKI	10,250,000	3.56
6	MR ROBERT JOHN WELLBY & MS NATALIE HELEN WELLBY	7,750,000	2.69
7	MR VINCENZO MAIO	6,960,000	2.42
8	CITY CORP PTY LTD	6,500,000	2.26
9	MR JOEL PETER FISHLOCK	6,500,000	2.26
10	SJ CAPITAL PTY LTD	5,000,001	1.74
11	MR KEVIN BRUCE BEBBINGTON & MRS MARGARET PATRICIA BEBBINGTON	5,000,000	1.74
12	MR MARK PYATT	5,000,000	1.74
13	CANNOW PTY LTD	4,000,000	1.39
14	CARSTEN HANS HUEBNER	3,750,000	1.30
15	MS YUE JIAO	3,500,000	1.22
16	PSK CONSULTING PTY LTD	3,500,000	1.22
17	HIRSCH FINANCIAL PTY LTD	3,125,000	1.09
18	MR PAUL RAYMOND DEAN & MRS BETH MARILYN DEAN SUPER FUND A/C>	3,000,000	1.04
19	MRS AYAKO FLANDERS	2,500,000	0.87
20	MR BIN LIU	2,500,000	0.87
	Totals	207,925,375	72.23

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Listed Options exercisable at $0.012 each on or before 31 March 2016

	Name		Number of Options	%
1	BBY NOMINEES LIMITED		25,000,000	9.23
2	MR MARK DAMION KAWECKI		24,375,000	8.99
3	MS YUE JIAO		7,666,667	2.83
4	S3 CONSORTIUM PTY LTD		6,500,000	2.40
5	IBT HOLDINGS PTY LTD <IBT HOLDINGS PTY LTD FAM	A/C>	6,250,000	2.31
6	KEFU UNDERWRITERS PTY LIMITED		6,250,000	2.31
7	HILLTOP ENTERPRISES PTY LTD		5,625,000	2.08
8	HIRSCH FINANCIAL PTY LTD		5,125,000	1.89
9	E PISHAS & SONS PTY LTD		5,000,000	1.85
10	GOFFACAN PTY LTD		5,000,000	1.85
11	MR BIN LIU		5,000,000	1.85
12	BEIRNE TRADING PTY LTD		4,875,000	1.80
13	GOLDBONDSUPER PTY LTD		4,800,000	1.77
14	MR ANTHONY RODBARD-BEAN		4,500,000	1.66
15	ELLAZ PTY LTD		4,159,267	1.53
16	CANNOW PTY LTD		4,000,000	1.48
17	MR GREGORY JAMES HAZELL & MRS ANGELA HAZELL SUPERANNUATION A/C>		3,937,500	1.45
18	SIRRACE PTY LTD		3,937,500	1.45
19	MR PAUL RAYMOND DEAN & MRS BETH MARILYN DEAN SUPER FUND A/C>		3,625,000	1.34
20	PSK CONSULTING PTY LTD		3,500,000	1.29
	Totals		139,125,934	51.34

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Additional Shareholder Information

Restricted Securities

There are no restricted securities.

On Market Buy Back

There is no current on market buy back.

Securities exchange

The Company is listed on the Australian Securities Exchange.

Corporate Governance Statement

The Company’s Corporate Governance Statement for the 2015 financial year can be accessed at:

http://www.redmm.com.au/corporate/corporate governance/

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Tenement Schedule

PERMIT NAME	PERMIT NUMBER	REGISTERED HOLDER/ APPLICANT	AREA, Ha	DATE OF PREVIOUS RENEWAL EXPIRATION	PERMIT TERM/ RENEWAL EXPIRY	LOCATION	INTEREST / CONTRACTUAL RIGHT
Lobo	MPSA-176- 2002-IV	Egerton Gold Philippines Inc. (EGPI)	1,164	26-Sep-14	20-Nov-27	Batangas Province, Philippines	100%
Archangel	MPSA-177- 2002-IV	Egerton Gold Philippines Inc.	1,012	29-Mar-14	20-Nov-27	Batangas Province, Philippines	100%
Calo	EP-IVA-006	Egerton Gold Philippines Inc.	2,493	5-Sep-14	05-Sep-2014 filed 2ndrenewal: 5th and 6th Year	Batangas Province, Philippines	100%
Pica	EP-IVA-007	Egerton Gold Philippines Inc.	2,086	5-Sep-14	05-Sep-2014 filed 2ndrenewal: 5th and 6th Year	Batangas Province, Philippines	100%
Biga	EP-IVA-008	Egerton Gold Philippines Inc.	271	23-Oct-14	23-Oct-2014 filed 2nd renewal: 5th and 6th Year	Batangas Province, Philippines	100%
El Paso	EP-IVA-009	MRL Nickel Phils. Inc.	2,168	12-Apr-14	12-Apr-2014 filed 2nd renewal: 5th and 6th Year	Batangas Province, Philippines	100%
Philex	EP-IVA-010	Egerton Gold Philippines Inc.	1,579	23-Oct-14	23-Oct-2014 filed 2nd renewal: 5th and 6th Year	Batangas Province, Philippines	100%
Talahib	EP-IVA-011	Egerton Gold Philippines Inc.	873	14-Jul-16	14-Jul-2016 2nd renewal: 5th and 6th Year	Batangas Province, Philippines	100%
Rosario	EP-IVA-014	MRL Nickel Phils. Inc.	1,835	20-Feb-15	20-Feb-2015 filed 2nd renewal: 5th and 6th Year	Batangas Province, Philippines	100%
East Lobo	EP-IVA-015	Egerton Gold Philippines Inc.	2,461	20-Feb-15	20-Feb-2015 filed 2nd renewal: 5th and 6th Year	Batangas Province, Philippines	100%
SW Lobo	EPA-IVA-093	MRL Nickel Phils. Inc.	166	Application	Application	Batangas Province, Philippines	100%
Calo Extension	EPA-IVA-102	MRL Nickel Phils. Inc.	352	Application	Application	Batangas Province, Philippines	100%
Batangas Extension	EPA-IVA-103	MRL Nickel Phils. Inc.	292	Application	Application	Batangas Province, Philippines	100%

Note 1. Exploration Permits that have reached permit expiry have been submitted for renewal.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Tenement Schedule

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Figure 11: Batangas Project Tenement Status.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Annual Mineral Resource Statement

The Company reviews and reports its Mineral Resources at least annually. The date of reporting is 30 June each year, to coincide with the Company’s end of financial year balance date. If there are any material changes to its Mineral Resources over the course of the year, the Company is required to promptly report these changes.

On 30 June 2014, Red Mountain released its revised Mineral Resource Statement (“Mineral Resource Statement”) for the Company’s Batangas Project in the Philippines in compliance with the 2012 edition of the JORC Code. The upgraded resource as described in the Mineral Resource Statement was calculated after the completion of an exploration programme by Red Mountain and is based on information from 50 drillholes for 4,980 metres, and the associated laboratory results.

==> picture [455 x 341] intentionally omitted <==

Figure 12: Locality of the Batangas Project in the Philippines.

In completing the annual review for the year ended 30 June 2015, the historical resource factors were reviewed and found to be relevant and current. The Batangas Project has not been converted to an active operation yet and hence no resource depletion has occurred for the review period.

The Resource Statement

The current Mineral Resource Statement for the Batangas Project is shown in Table 1 below. The geographical distribution of the Mineral Resources, located within the Lobo Mineral Production Sharing Agreement (MPSA) area and Archangel MPSA area, are shown in Figure 1 above.

Red Mountain Mining Annual Report – 30 June 2015

Red Mountain Mining Ltd and its controlled entities

Annual Mineral Resource Statement

Total Mineral Resource, Batangas Gold Project, 30June 2014	Total Mineral Resource, Batangas Gold Project, 30June 2014	Total Mineral Resource, Batangas Gold Project, 30June 2014	Total Mineral Resource, Batangas Gold Project, 30June 2014	Total Mineral Resource, Batangas Gold Project, 30June 2014	Total Mineral Resource, Batangas Gold Project, 30June 2014	Total Mineral Resource, Batangas Gold Project, 30June 2014	Total Mineral Resource, Batangas Gold Project, 30June 2014
Deposit	Resource category	Cut-Off Aug/t	Tonnes	Aug/t	Au Oz	Ag g/t	Ag Oz

Kay Tanda West	Indicated	0.85	1,421,000	2.1	96,000	9.2	421,000
	Inferred	0.85	229,000	2.3	17,000	2.1	15,000
	Total Kay Tanda West	0.85	1,650,000	2.1	113,000	8.2	436,000
Kay Tanda Main	Indicated	0.85	1,161,000	1.9	69,000	1.4	50,000
	Inferred	0.85	2,775,000	2.0	180,000	1.2	109,000
	Total Kay Tanda Main	0.85	3,936,000	2.0	250,000	1.3	159,000
Archangel MPSA	Total Archangel MPSA	0.85	5,586,000	2.0	363,000	3.3	595,000

	Indicated	0.85	214,000	6.4	44,000	1.8	13,000
South West Breccia	Inferred	0.85	7,000	2.3	1,000	1.9	400
	Total South West Breccia	0.85	221,000	6.3	45,000	1.8	13,000
Japanese Tunnel	Indicated	0.85	26,000	3.3	3,000	5.9	5,000
	Inferred	0.85	7,000	2.3	1,000	5.7	1,000
	TotalJapanese Tunnel	0.85	34,000	3.0	3,000	5.7	6,000
West Drift	Indicated	2.00	145,000	3.1	14,000	4.7	22,000
	Inferred	2.00	205,000	2.9	19,000	4.3	28,000
	Total West Drift	2.00	350,000	3.0	34,000	4.4	50,000
Lobo MPSA	Total Lobo MPSA	0.85, WD 2.00	604,000	4.2	82,000	3.6	69,000

Batangas Gold Project	Indicated Inferred		2,968,000 3,222,000	2.4 2.1	227,000 218,000	5.4 1.5	511,000 154,000
	Total Batangas	0.85, WD 2.00	6,190,000	2.2	444,000	3.3	665,000

Table 1: Mineral Resource Statement (ASX Release 30 June 2014).

There has been no change to the Mineral Resource Statement reported on the 30 June 2014 in the year ended 30 June 2015 or to the date of this Annual Report.

Governance Arrangements and Internal Controls

Red Mountain has ensured that the Mineral Resources quoted are subject to good governance arrangements and internal controls. The Mineral Resources reported have been generated by an independent external consultant who is experienced in best practices in modelling and estimation methods. The consultant has also undertaken reviews of the quality and suitability of the underlying information used to general the resource estimation. In addition, Red Mountain management carries out regular reviews and audits of internal processes and external contractors that have been engaged by the Company.

The Mineral Resource dated 30 June 2014 was compiled in accordance with the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code) 2012 Edition.

Red Mountain Mining Annual Report – 30 June 2015

AI assistant

RED MOUNTAIN MINING LIMITED — Annual Report 2015

65719_rns_2015-09-13_88e7cece-30fc-4e0c-bba4-7390348d918e.pdf

Red Mountain Mining Ltd ACN 119 568 106

ACN 119 568 106 Red Mountain Mining Ltd

Competent Person Statement

Cautionary Statement

ACN 119 568 106 Red Mountain Mining Ltd

Corporate Directory

Directors

Company Secretary

Auditor

Solicitor

Bankers

Share Registry

Securities Exchange Listing

Principal registered office in Australia

Website

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Directors

Significant changes in state of affairs

Operations

Corporate

Principal activities

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Review of operations

Summary

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Why the Philippines

Batangas Project exploration and development programs

General

Lobo Prospect exploration results

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Camo Silver-Copper-Gold target

Red Mountain Mining Ltd and its controlled entities Directors’ Report

South West Breccia trend extended high-grade gold targets

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Pica Gold and Copper-Gold target

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Archangel Prospect exploration results

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Batangas Project, Definitive Feasibility Study (DFS) progress

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Batangas Project permitting

Sustainable development in the Philippines

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Corporate

Financial Position

Matters subsequent to the end of the financial year

Information on directors

Neil Warburton Assoc MinEng WASM, MAUSIMM, FAICD

Non-executive Chairman

Jon Dugdale BSc (Hons 1), FAUSIMM, MAICD

Managing Director

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Michael Wolley BE, MM, MAICD

Independent Non-executive Director

Shannon Coates LLB, ACS, GAICD

Company Secretary

Directorships of other listed companies

Directors’ interests in shares and options

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Directors’ remuneration

Meetings of directors

Shares and options on issue

Performance Rights granted during the year

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Red Mountain Mining Ltd and its controlled entities Directors’ Report

Share-based payments

Dividends

Proceedings on behalf of the Company

REMUNERATION REPORT (AUDITED)

(b) Remuneration governance

Nomination and Remuneration Committee

(c) Principles used to determine the nature and amount of remuneration

Use of remuneration consultants

Voting and comments made at the Company’s 2013 and 2014 Annual General Meetings (“AGMs”)

Consequences of performance on shareholder wealth

RED MOUNTAIN MINING LIMITED Annual Report 2015