RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2015

Jan 5, 2015

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	Fully Paid Ordinary SharesListed Options
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued	224,061,992 Fully Paid Ordinary Shares112,030,995 Listed Options exercisable at $0.012each on or before 31 March 2016112,030,995 Listed Options exercisable at $0.006each on or before 30 June 2016
3	Principaltermsofthe+securities(eg,ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	Fully Paid Ordinary SharesListed Options exercisable at $0.012 each on orbefore 31 March 2016Listed Options exercisable at $0.006 each on orbefore 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	Up to 224,061,991 Fully Paid Ordinary Shares at anissue price of $0.004 per share ($896,248)Up to 112,030,995 Listed Options exercisable at$0.012 each on or before 31 March 2016 for nilconsideration
		Up to 112,030,995 Listed Options exercisable at$0.006 each on or before 30 June 2016for nilconsideration
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Up to 224,061,991 Shares and up to 224,061,991Listed Options to be issued pursuant to a pro-ratanon-renounceableRightsIssuetoraiseapproximately $896,248 before costs, the be applied,with existing funds, to selective exploration at Loboand general working capital purposes.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	No
	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	None

• 6d Number of +securities issued with security holder approval under rule 7.1A
• 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

Up to 224,061,991 Shares and up to 224,061,991 Listed Options to be issued pursuant to the Rights Issue

N/A

Following completion of the Rights Issue on or around 2 February 2015

7.1: 106,721,494

7.1A: N/A

On or around 2 February 2015

Number +Class

N/A

None

None

8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesin	Up to 1,120,309,957	FullypaidordinaryShares
	section 2 if applicable)	128,501,960	Listed Optionsexercisable at $0.03 eachon or before 30 June2016
		Up to 238,298,364	ListedOptionsexercisableat$0.012each on or before 31March 2016
		Up to 112,030,9951.	ListedOptionsexercisableat$0.006each 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

Part 2 - Bonus issue or pro rata issue

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

11	Issecurityrequired?	holder	approval	No
12	Is the issue renounceable or non			Non-renounceable

renounceable?

+ See chapter 19 for defined terms.

13	Ratio in which the +securitieswill be offered	One new Share to every four Shares held at theRecord Date with one free attaching Listed Optionexercisable at $0.012 each on or before 31 March2016andonefreeattachingListedOptionexercisable at $0.006 each on or before 30 June2016 for every two Shares issued.
14	+Class of +securities to which theoffer relates	Fully Paid Ordinary SharesListed Options exercisable at $0.012 each on orbefore 31 March 2016
		Listed Options exercisable at $0.006 each on orbefore 30 June 2016
15	+Recorddatetodetermineentitlements	13 January 2015
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Round down
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	All countries outside of Australia and New Zealand
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	28 January 2015
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	Amountofanyhandlingfee	N/A
	payable to brokers who lodgeacceptances or renunciations onbehalf 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) 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 16 January 2015

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 (Shares and Options) (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

16 January 2015

6 January 2015

N/A

N/A

N/A

N/A

N/A

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)

	that other security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the securities in clause

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: 6 January 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	481,442,016
Add the following:•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2	60,000,000 Shares issued 21/01/2014144,398,375 Shares issued 11/02/20142,807,201 Shares issued 13/02/2014431,000 Shares issued 04/03/2014110,000 Shares issued 05/03/201433,750 Shares issued 30/06/2014
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval•Number of partly paid ordinary	30,000 Shares issued 3/07/201417 Shares issued 25/09/20141,695,652 Shares issued 09/04/20141,610,000 Shares issued 18/09/2014
securities 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 securities	74,960,000 Shares issued 18/09/201456,402,833 Shares issued 24/10/201476,327,122 Shares issued 2/01/2015Up to 224,061,991 Shares (to be issued onor around 2 February 2015 pursuant to
the 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	Rights Issue the subject of this Appendix3B)= 642,867,941 Shares

Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	4,000,000
"A"	1,120,309,957
Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	168,046,493
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	61,325,000 Options issued on 31/12/2014
•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 of securities on different dates as separate line items

"C" 61,325,000

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

"A" x 0.15Note: number must be same as shown inStep 2	168,046,493
Subtract "C"Note: number must be same as shown inStep 3	61,325,000
Total ["A" x 0.15] – "C"	106,721,494[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

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 – 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 with
in Part 1), or for which specific securityholder approval has been obtained
•It may be useful to set out issues ofsecurities on different dates as separate
line items
"E"	N/A

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

N/A
N/A
0
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.