RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2015

Nov 22, 2015

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 tobe issued	Listed OptionsPerformance Rights
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued	25,000,000 Listed Options17,283,500 Performance Rights
3	Principaltermsofthe+securities(eg,ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	Listed Options exercisable at $0.0037 each on orbefore 15 September 2017.17,283,500 Performance Rights, subject to specificvesting conditions and expiring 1 December 2018.

+ See chapter 19 for defined terms.

4	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
• 5 Issue price or consideration Nil

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

25,000,000 Listed Options issued in part consideration for capital raising services, as announced 12 August 2015 and approved by shareholders on 16 November 2015.

12,600,000 Performance Rights issued to the Managing Director, as approved by Shareholders on 16 November 2016 as a long term incentive.

4,683,500 Performance Rights issues to an employee of the Company as a long term incentive.

6a Is the entity an +eligible entity 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 resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A

16 November 2015

Yes

None

None

Listed Options: Yes

Options over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the Options to shares, the shares will rank equally with existing shares.

Performance Rights: No

If the vesting conditions are met, the Performance Rights will convert to fully paid ordinary Shares that rank equally with existing Shares.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

17,283,500 Performance Rights under Listing Rule 7.2 Exception 9, pursuant to a Performance Rights Plan approved by shareholders on 18 November 2013.

N/A

N/A

25,000,000 Listed Options

7.1: 215,576,052

7.1A: 143,737,368

16 November 2015

Number +Class

8	+classNumberandofall+securitiesquotedonASX	1,437,173,679	Fully paid ordinaryShares
	(includingthesecuritiesinsection 2 if applicable)	128,501,960	Listed Optionsexercisable at $0.03 eachon or before 30 June2016
		270,987,597	Listed Optionsexercisable at $0.012each on or before 31March 2016
		287,882,728	Listed Optionsexercisable at $0.006each on or before 30June 2016
		240,000,000	Listed Optionsexercisable at $0.0037each on or before 15September 2015
		Number	+Class
	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	15,000,000	Options exercisable at 20cents on or before 15September 2016
		7,000,000	ClassAPerformanceRightsconvertibletoShares on or before 18November 2016, subjecttovestingconditions($0.05 share price and 12monthscontinuedservice from grant date).
		10,500,000	ClassBPerformanceRightsconvertibletoShares on or before 18November 2017, subjecttovestingconditions($0.10 share price and 24monthscontinuedservice from grant date).

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	10,500,000	ClassCPerformanceRightsconvertibletoShares on or before 18November 2018, subjecttovestingconditions($0.15 share price and 36monthscontinuedservice from grant date).
		12,600,000	ClassDPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		12,600,000	ClassEPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		17,283,500	ClassFPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		4,683,500	ClassGPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		4,683,500	ClassHPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		17,283,500	ClassIPerformanceRightsconvertibletoShares on or before 1December 2018, subjectto vesting conditions.
10	Dividend policy (in the case of a

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue

+ See chapter 19 for defined terms.

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securitieswill be offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	N/A
	Note: Security holders must be told how their
	entitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders	N/A

• 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) N/A
• 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?
• 32 How do +security holders dispose 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 (LISTED OPTIONS ONLY) (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

N/A

N/A

N/A

N/A

N/A

N/A

N/A

01/08/2012 Appendix 3B Page 7

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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

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)

		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the securities in clause38)

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

+ See chapter 19 for defined terms.

+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.

(Company Secretary)

Sign here: Date: 23 November 2015

Print name: SHANNON COATES

== == == == ==

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 placementcapacity is calculated
Insert number of fully paid ordinary819,920,844securities on issue 12 months before dateof issue or agreement to issue
Add the following:•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval•Number of partly paid ordinarysecurities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline itemsSubtract the number of fully paid ordinarysecurities cancelled during that 12 month	76,327,122 Shares issued 2/01/2015111,480,599 Shares issued 10/02/2015165,000,000 Shares issued 11/03/201513,028,750 Shares issued 13/03/201511,364 Shares issued 27/03/2015251,405,000 Shares issued 9/09/2015= 617,252,835 Shares
period"A"	1,437,173,679
Step 2: Calculate 15% of "A"
"B"	0.15[Note: this value cannot be changed]
Multiply "A" by 0.15215,576,052

Step 3: Calculate "C", the amount of placement capacity under rule 7.1

+ See chapter 19 for defined terms.

that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	None
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	0
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	215,576,052
Note: number must be same as shown inStep 2
Subtract "C"	0
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	215,576,052
	[Note: this is the remaining placementcapacity under rule 7.1]

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	1,437,173,679
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	143,717,368
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued orNoneagreed to be issued in that 12 month periodunder rule 7.1A
Notes:
•This applies to equity securities – notjust ordinary securities
•Include here – if applicable – thesecurities 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 within Part 1), or for which specific security
holder approval has been obtained
•It may be useful to set out issues ofsecurities on different dates as separate
line items"E"	0

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	143,717,368
Note: number must be same as shown inStep 2
Subtract "E"	0
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	143,717,368
	Note: this is the remaining placementcapacity under rule 7.1A