RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2015

Feb 12, 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 to be issued

Listed Options

30,662,500

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

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

• See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	YesUpon exercise the Listed Options will rank equallywith existing Shares.
5	Issue price or consideration	Nil.
6	Purpose of the issue(If issued as consideration for	30,662,500 Listed Options issued pursuant to RightsIssue Shortfall Mandate,announced 11 February
	the acquisition of assets, clearlyidentify those assets)	2015.
6a	Is the entity an +eligible entitythathasobtainedsecurity	No
	holder approval under rule 7.1A?
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	30,662,500
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	None

6e Number of +securities issued

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

None.

None

N/A

N/A

7.1: 59,171,784 7.1A: N/A

13 February 2015

Number +Class

• See chapter 19 for defined terms.

8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesin	Up to 1,120,309,8281	Fully paid ordinaryShares
	section 2 if applicable)	128,501,960	Listed Optionsexercisable at $0.03 eachon or before 30 June2016
		Up to 238,298,2851	Listed Optionsexercisable at $0.012each on or before 31March 2016
		Up to 142,693,4161	Listed Optionsexercisable at $0.006
		1.Up to 112,581,263 fully paidordinarySharesand56,290,631 Listed Optionsexercisable at $0.012 each onor before 31 March 2016 and56,290,631 Listed Optionsexercisable at $0.006 each onor before 30 June 2016remain under the RightsIssue Shortfall as announced6 February 2015.	each on or before 30June 2016
		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.
10	Dividend policy (in the case of a	N/A

trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? N/A

N/A

12 Is the issue renounceable or nonrenounceable?

+ See chapter 19 for defined terms.

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 theirentitlements 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,thedate of the meeting	N/A

26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	N/A
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do +security holders selltheir entitlements in full througha broker?	N/A
31	How do +security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?	N/A
32	How do +security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Despatchdate	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

+ See chapter 19 for defined terms.

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

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

42 Number and +class of all

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
+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: 13 February 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 ordinarysecurities on issue 12 months before dateof issue or agreement to issue	688,647,592
Add the following:•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2	431,000 Shares issued 04/03/2014110,000 Shares issued 05/03/201433,750 Shares issued 30/06/2014
	30,000 Shares issued 3/07/201417 Shares issued 25/09/20141,695,652 Shares issued 09/04/2014
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval	1,610,000 Shares issued 18/09/201474,960,000 Shares issued 18/09/201456,402,833 Shares issued 24/10/2014
•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 items	76,327,122 Shares issued 2/01/2015111,480,599 Shares issued 10/02/2015pursuant to the Rights Issue as announced6/01/2015= 323,080,973 Shares
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	4,000,000
"A"	1,007,728,565
Step 2: Calculate 15% of "A"
"B"0.15

+ See chapter 19 for defined terms.

	[Note: this value cannot be changed]
Multiply "A" by 0.15	151,159,284
Step 3: Calculate "C", the amount of placement capacity under rule 7.1that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4Note:•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	61,325,000 Options issued on 31/12/201430,662,500 Options issued 10/02/2015 thesubject of this Appendix 3B.
"C"	91,987,500
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15Note: number must be same as shown inStep 2	151,159,284
Subtract "C"	91,987,500
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	59,171,784
	[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"	N/A
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	N/A
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A	N/A
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – the
securities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder 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 separateline items
"E"	N/A

+ See chapter 19 for defined terms.

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