RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2013

Jun 5, 2013

RED MOUNTAIN MINING LIMITED ACN 119 568 106

SUPPLEMENTARY PROSPECTUS

IMPORTANT INFORMATION

This Supplementary Prospectus is dated 6 June 2013 and is supplementary to the prospectus dated 16 May 2013 (" Original Prospectus ") issued by Red Mountain Mining Limited ACN 119 568 106 (" Company ").

This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (" ASIC ") on 6 June 2013. Neither ASIC nor ASX Limited (" ASX ") takes any responsibility as to the contents of this Supplementary Prospectus.

This Supplementary Prospectus must be read together with the Original Prospectus. To the extent of any inconsistency between this Supplementary Prospectus and the Original Prospectus, the provisions of this Supplementary Prospectus will prevail. Unless otherwise indicated, terms defined and used in the Original Prospectus have the same meaning in this Supplementary Prospectus.

This Supplementary Prospectus may be downloaded from the Company’s website at www.redmm.com.au.

This document is important and should be read in its entirety. Please consult your legal, financial or other professional adviser if you do not fully understand the contents.

The information below is intended to supplement and amend the information contained in the Original Prospectus.

1. Underwritten Amount and offer of Underwriter Options

The Original Prospectus refers to the Underwritten Amount of $550,000.

As stated in Sections 1, 4.1(c) and 4.7(b) of the Original Prospectus the condition to the underwriting commitment is Eligible Shareholders or other parties must subscribe for at least $281,358 (or 28,135,804 New Shares) (" Underwriting Minimum Subscription Condition ").

Accordingly, the Underwriter is effectively only underwriting $268,642 being the amount after the Underwriting Minimum Subscription Condition until the amount of Minimum Subscription of $550,000. The reference to Underwritten Amount in the Original Prospectus should be to $268,642.

The Offer is unchanged and Minimum Subscription remains $550,000.

The Original Prospectus will also be an offer of the 27,500,000 Underwriter Options that the Company has agreed to issue to the Underwriter or its nominees as set out in the Original Prospectus.

The Closing Date of the Offer remains 17 June 2013.

2.

Consequential changes to Original Prospectus

The change to the Underwritten Amount and the offer of Underwriter Options will result in changes to the following sections of the Original Prospectus.

2.1 Cover Page

Delete the words "up to the Minimum Subscription amount of $550,000" and replace this with " The Minimum Subscription amount is $550,000 ".

Add the words " An offer of Underwriter Options to the Underwriter or it nominees

2.2 Section 1 – What is the amount that will be raised under the Offer?

Delete the concluding words "of $550,000".

2.3 Section 1 – What are the Underwriter and Lead Manager arrangements with the Broker?

Delete the words "beyond the Underwritten Amount".

2.4 Section 4.1(b) – Minimum Subscription

Delete the words "representing the Underwritten Amount" in the first sentence.

2.5 Section 4.1(d) – Broker is Lead Manager

Delete the words "beyond the Underwritten Amount".

2.6 Section 4.1(f) – Underwriter Options

Add the following paragraph:

• " This Prospectus is also an offer of the Underwriter Options to the Underwriter or its Nominees. "

Red Mountain Mining Limited Supplementary Prospectus

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2.7 Section 4.7(b) – Underwriting Agreement

In the last sentence of the second paragraph delete the words "55,000,000 Shares and associated New Options representing the Underwritten Amount" and replace with " the number of New Shares and associated New Options to take the amount raised to the Minimum Subscription ".

2.8 Section 4.7(e) - Fees to Broker

Delete the words "Underwritten Amount" and replace them with " Minimum Subscription ".

2.9 Section 4.7(f) – Effect on Control

Delete the first two sentences of the second paragraph and replace them with " In the event that the Underwriter is required to subscribe for the Underwritten Amount of $268,642, the relevant interest of the Underwriter will be 11.1% at Minimum Subscription ".

2.10 Section 7 – Glossary

Delete the definition of "Underwritten Amount $550,000" and replace it with " Underwritten Amount $268,642 ".

3. Application for Securities

The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already taken up your Entitlement or applied for Shortfall under the Original Prospectus.

If you wish to take up your Entitlement and/or apply for Shortfall under the Offer the subject of the Original Prospectus together with this Supplementary Prospectus, then you should complete the Entitlement and Acceptance Form (which includes a section to apply for Shortfall) that is attached to or accompanies the Original Prospectus.

4. Directors' authorisation and responsibility

The Directors of the Company authorise the issue of this Supplementary Prospectus and accept responsibility for the information contained in this Supplementary Prospectus.

All of the other details in relation to the terms of the Offer and other matters under the Original Prospectus remain unchanged. The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor.

This Supplementary Prospectus has been signed by Neil Warburton on behalf of all of the Directors, each of whom has consented to the signature, lodgement and issue of this Supplementary Prospectus and has not withdrawn that consent before lodgement.

Dated: 6 June 2013

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Signed for and on behalf of Red Mountain Mining Limited By Neil Warburton Chairman

Red Mountain Mining Limited Supplementary Prospectus

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