RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2012

Oct 29, 2012

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Red Mountain Mining Limited

ABN

119 568 106

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully Paid Ordinary Shares Performance Shares Unlisted Options
	100,000,000 Fully Paid Ordinary Shares 50,000,000 Performance Shares 15,000,000 Unlisted Options exercisable at 20 cents each on or before 15 September 2016. 1,000,000 Unlisted Options exercisable at 20 cents each on or before 30 October 2017.

• See chapter 19 for defined terms.

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3 Principal terms of the Fully Paid Ordinary Shares +securities (eg, if options, exercise price and expiry date; if Performance Shares: See Annexure 2. partly paid +securities, the 15,000,000 Unlisted Options are exercisable at 20 amount outstanding and due cents each on or before 15 September 2016. dates for payment; if +convertible securities, the 1,000,000 Unlisted Options, vesting annually in four conversion price and dates for equal tranches of 250,000 each with the first tranche conversion) to vest on 30 June 2013, exercisable at 20 cents each on or before 30 October 2017. These Options are otherwise subject to the terms of the Company’s Employee Share Option Plan (“ESOP”), a summary of which was included in the Company’s prospectus dated 4 July 2011. 4 Do the[+] securities rank equally No. in all respects from the date of allotment with an existing[+] class Performance Shares may only be converted in accordance with their terms and conditions. Upon of quoted[+] securities? conversion of the Performance Shares into Fully Paid Ordinary Shares (Shares), the Shares will rank If the additional securities do equally with existing shares. not rank equally, please state:  the date from which they do Options over unissued shares may only be exercised  the extent to which they in accordance with their terms and conditions. Upon participate for the next conversion of the Options to shares, the shares will dividend, (in the case of a rank equally with existing shares. trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

Fully Paid Ordinary Shares & Performance Shares: Issued in consideration for the acquisition by RMX of 100% of the issued capital of RMM Singapore, pursuant to the Share Sale Agreement. Unlisted Options: 15,000,000 Options issued in consideration for professional services provided in relation to the abovementioned acquisition. 1,000,000 Options granted to Red Mountain Mining’s Financial Controller for nil consideration pursuant to the Company’s Employee Share Option Plan (“ESOP”).

6 Purpose of the issue 100,000,000 Fully Paid Ordinary Shares issued in (If issued as consideration for consideration for the acquisition of 100% interest in the acquisition of assets, clearly the issued capital of RMM Singapore, as approved identify those assets) by shareholders at the Company’s general meeting on 4 September 2012. 50,000,000 Performance Shares issued as consideration for the acquisition of 100% interest in the issued capital of RMM Singapore, as approved by shareholders at the Company’s general meeting on 4 September 2012. 5,000,000 Unlisted Options granted to Mr Zeffron Reeves in consideration for professional services provided in relation to the abovementioned acquisition. 10,000,000 Unlisted Options granted to Cygnet Capital Pty Ltd in consideration for professional services provided in relation to the abovementioned acquisition. 1,000,000 Unlisted Options granted to Red Mountain Mining’s Financial Controller pursuant to the Company’s Employee Share Option Plan (“ESOP”). 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued None. with security holder approval under rule 7.1A 6e Number of[+] securities issued None. with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

• See chapter 19 for defined terms.

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• 6f Number of securities issued None. under an exception in rule 7.2

• 6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

• 6h If securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 Dates of entering +securities 30 October 2012 into uncertificated holdings or despatch of certificates

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	64,546,875	Fully paid ordinary shares.
	Number	+Class
	114,513,1511 1. 14,513,151 Shares escrowed to 1 September 2013; 100,000,000 Shares escrowed to 30 October 2013.	Fully paid ordinary shares

50,000,0002 2. Escrowed for 12 months upon conversion to fully paid ordinary shares. 27,728,1253 3. 18,428,125 Options escrowed to 1 September 2013. 1,718,4334 4. Escrowed until 1 September 2013. 4,420,4585 5. 909,110 escrowed to 1 September 2013; 3,511,348 escrowed to 21 December 2013. 4,420,4586 6. 909,110 escrowed to 1 September 2013; 3,511,348 escrowed to 21 December 2013. 2,000,000 2,000,000 15,000,000 1,000,000

Performance Shares (conversion subject to performance based conditions). Options exercisable at 20 cents each on or before 30 June 2014. Options exercisable at 20 cents each on or before 12 September 2013. Options exercisable at 25 cents each on or before 31 July 2014. Options exercisable at 35 cents each on or before 31 July 2016. Options exercisable at 25 cents each on or before 1 July 2014. Options exercisable at 50 cents on or before 1 July 2016. Options exercisable at 20 cents on or before 15 September 2016. Options exercisable at 20 cents on or before 30 October 2017.

10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)?

• 33 +Despatch date

N/A

Part 3 - Quotation of securities

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

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

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

Number +Class

• See chapter 19 for defined terms.

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Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here: (Company Secretary)

Date: 30 October 2012

Print name: SHANNON COATES

• See chapter 19 for defined terms.

== == == == ==

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Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

==> picture [415 x 379] intentionally omitted <==

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

Insert number of fully paid ordinary N/A
securities on issue 12 months before date
of issue or agreement to issue
Add the following: N/A
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary N/A
securities cancelled during that 12 month
period
“A” N/A
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	N/A
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of equity securities issued or	N/A
agreed to be issued in that 12 month period
_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

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

• “C” N/A

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	N/A
Note: number must be same as shown in
Step 2
Subtract“C”	N/A
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	N/A
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	N/A
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	N/A
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	N/A
“E”	N/A

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

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

• See chapter 19 for defined terms.

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