RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2021

Jun 2, 2021

ASX ANNOUNCEMENT

RED MOUNTAIN MINING LTD

3 June 2021

==> picture [595 x 72] intentionally omitted <==

Marketing Agreement and Convertible Note Placement

Red Mountain Mining Limited ( ASX:RMX ) (the Company ) confirms that it has issued 5,500,000 fully paid ordinary shares in the Company in accordance with an investor awareness and marketing agreement with S3 Consortium Pty Ltd, trading as StocksDigital. The shares are being issued at a deemed issue price of $0.015 per share, a 66.6% premium to the last traded price.

The Company is also pleased to announce that it has received firm commitments from sophisticated and professional investors ( “Noteholders” ) to raise $800,000 via the issue of unsecured convertible notes (“ Convertible Notes ”) with a face value of $1.00.

The Convertible Notes will be conducted in two tranches:

1. The first tranche will raise $500,000; and

2. The second tranche will raise $300,000 and will be issued at any time up to 90 days after tranche 1.

Additionally, a 1 for 3 free attaching option will be issued to Noteholders on conversion. The attaching options will be issued to an existing class of options – exercise price $0.011, expiry 2 October, 2022.

The funds raised from the issue of the Convertible Notes will be used 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.

The agreed key terms of the Convertible Notes are set out below.

Authorised for and on behalf of the Board,

==> picture [80 x 28] intentionally omitted <==

Mauro Piccini, Company Secretary

Convertible Notes Key Terms

• Interest Rate: 12% per annum. Payable quarterly in cash or shares at the Company’s election.

• Conversion: Each Convertible Note is convertible into fully paid ordinary shares in the capital of the Company at a 20% discount to the 5 day VWAP. The Noteholders may elect to convert their notes at any time. Should the Company not have placement capacity at the time of conversion, it undertakes to call a shareholder meeting to approve the conversion.

• • Security: The Convertible Notes are unsecured.

• Maturity Date: 24 months from date of issue – any noted unconverted at the Maturity Date shall automatically convert to shares.

• Attaching Options : 1 attaching option issued for every 3 Convertible Notes converted to shares.

ASX: RMX Web: www.redmountainmining.com.au