RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2017

May 31, 2017

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

Fully Paid Ordinary Shares

6,000,000

• 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)

Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?	Yes
	If the additional securities do notrank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$0.018 per Share
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	6,000,000 Shares issued on exercise of 6,000,000RMXOH options.
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	Yes.
6b	The date the security holderresolution under rule 7.1A waspassed	15 November 2016
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	None.
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	None.

Numberofsecuritiesissuedunder an exception in rule 7.2	6,000,000
If securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include theissuedateandbothvalues.Include the source of the VWAPcalculation.	N/A
If securities were issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements	N/A
Calculate the entity's remainingissue capacity under rule 7.1 and	7.1: 39,377,777
rule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	7.1A: 42,918,518
Dates of entering +securities intouncertificatedholdingsordespatch of certificates	1 June 2017
	Number	+Class

None

• 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

• 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
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

	+classNumberandofall+securitiesquotedonASX		429,185,180	Fully paid ordinaryShares
	(includingthesecuritiesinsection 2 if applicable)		7,500,003	RMXOE Listed Optionsexercisable at $0.1184each on or before 15September 2017
			44,761,867	RMXOF Listed Optionsexercisableat$0.048each on or before 31March 2018
			67,226,278	RMXOG Listed Optionsexercisableat$0.015each on or before 21November 2019
			37,000,000	RMXOH Listed Optionsexercisableat$0.018each on or before 13December 20191
				1.6,000,000RMXOHoptions exercised 30 May2017, the subject of this3B.
8	+classNumberandofall	Number		+Class
	+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	1,093,750		Optionsexercisableat$0.096 on or before 24December 2018
		12,500,000		Optionsexercisableat$0.02 each on or before14 October 2019.
9	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	N/A
10

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe 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
• 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

• See chapter 19 for defined terms.

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?
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?
• 33 +Despatch date

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 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 whichquotation is sought
40	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpayment•the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother security, clearly identifythat other security)

+ See chapter 19 for defined terms.

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

Number	+Class

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: Date: 1 June 2017

(Company Secretary)

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 ordinary2,628,687,781 (pre-consolidation)securities 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 underan exception 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 securitiescannot be added•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 asseparate line items	97,608,666 Shares issued 31/05/201629,000,000 Shares issued 16/06/201634,670 Shares issued 27/06/2016428,000,000 Shares issued 27/06/201650,000,000 Shares issued 29/06/2016= 604,643,336 Shares (pre-consolidation)=101,042,182 Shares (post consolidation)167,500,000 Shares issued 10/10/201642,000,000 Shares issued 14/10/201635,000,000 Shares issued 9/11/20169,164,063 Shares issued 13/12/2016125,000 Shares issued 04/01/20174,695,000 Shares issued 03/02/201761,655,290 Shares issued 03/03/20173,645, Shares issued 25/05/20172,000,000 Shares issued 30/05/20176,000,000 Shares issued 1/06/17, the
subject of this 3BSubtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod
"A"Step 2: Calculate 15% of "A"	429,185,180
"B"	0.15[Note: this value cannot be changed]

+ See chapter 19 for defined terms.

Multiply "A" by 0.15	64,377,777
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	25,000,000 Listed Options issued12/04/2017
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 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 asseparate line items
"C"	25,000,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	64,377,777
Note: number must be same as shown inStep 2
Subtract "C"	25,000,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	39,377,777
	[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"	429,185,180
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"

"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	42,918,518
7.1A that has already been used	Step 3: Calculate "E", the amount of placement capacity under rule
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities 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 securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A	0
"A" x 0.10Note: number must be same as shown inStep 2	42,918,518
Subtract "E"Note: number must be same as shown inStep 3	0
Total ["A" x 0.10] – "E"	42,918,518Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.