RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2021

Jun 2, 2021

Proposed issue of securities

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Announcement Summary

Entity name

RED MOUNTAIN MINING LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday June 3, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Convertible notes with a face value of $800,000.	100,000,000
RMXAF	OPTION EXPIRING 02-OCT-2022 EX $0.011	33,333,333

Proposed +issue date

Friday October 29, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

RED MOUNTAIN MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

40119658106

1.3 ASX issuer code

RMX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday June 3, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Friday July 30, 2021	actual?	received/condition met?
		Estimated

Comments

Shareholder approval will be sought for the conversion of convertible notes into shares as per ASX announcement dated 3 June 2021.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Convertible notes with a face value of $800,000.

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+Security type

+Convertible debt securities

Number of +securities proposed to be issued

100,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

Yes
In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 0.00800

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible Bond
+Security currency	Face value
AUD - Australian Dollar	AUD 0.0080
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Quarterly
	Friday September 10, 2021
Interest rate per annum	Is the interest rate per annum
12.00000 %	estimated at this time? No

s128F of the Income Tax Assessment
Act status applicable to the +security
s128F exemption status unknown
Is the +security perpetual (ie. no	Maturity date
maturity date)? No	Monday June 12, 2023

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Select other features applicable to the +security None of the above

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the type of +security that will be issued if the securities to be quoted are converted, transformed or exchanged

RMX : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities to be quoted are converted, transformed or exchanged

Convertible notes with a face value of $800,000 (100,000,000 fully paid ordinary shares - this assumes an issue price of $0.008 per share)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

ASX announcement dated 3 June 2021.

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +security code and description

RMXAF : OPTION EXPIRING 02-OCT-2022 EX $0.011

Number of +securities proposed to be issued

33,333,333

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

1 for 3 free attaching option issued to noteholders on conversion to shares.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable 7C.1 Proposed +issue date Friday October 29, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Friday July 30, 2021 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Xcel Capital Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% of convertible note raise and $10,000 management fee.

7E.2 Is the proposed issue to be underwritten? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue N/A

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To progress exploration activities across the Company's projects in Western Australia and NSW, and for general working capital. The Company shall call a general meeting to seek shareholder approval for the conversion of notes.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/A

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