RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2022

Dec 6, 2022

Proposed issue of securities

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Announcement Summary

Entity name

RED MOUNTAIN MINING LIMITED

Announcement Type

New announcement

Date of this announcement

7/12/2022

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
New class-code to be	Class A Performance Rights	102,564,103
confirmed
New class-code to be	Class B Performance Rights	102,564,103
confirmed
RMX	ORDINARY FULLY PAID	629,487,179
RMXAE	OPTION EXPIRING VARIOUS DATES EX VARIOUS	10,000,000
	PRICES

Proposed +issue date

16/12/2022

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

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

7/12/2022

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 15/2/2023 Estimated

Comments

Tranche 2 placement and consideration shares and performance rights issued as part of acquisition requires shareholder approval.

Part 7B - Issue details

Is the proposed 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

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

RMX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

450,000,000

Offer price details

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

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Yes

In what currency is the cash

What is the issue price per

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consideration being paid? +security? AUD - Australian Dollar AUD 0.00400 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes 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 No securities in a class that is already quoted or recorded by ASX)? Existing class Details of +securities proposed to be issued ASX +security code and description RMXAE : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES Number of +securities proposed to be issued 10,000,000 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 facilitation of project transaction and subject to shareholder approval. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.011000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes 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 No

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securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description RMX : ORDINARY FULLY PAID Number of +securities proposed to be issued 179,487,179

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

179,487,179 fully paid ordinary shares, subject to shareholder approval as consideration.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.004000

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

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	No
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)	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

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Proposed issue of securities

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ASX +security code +Security description New class-code to be confirmed Class A Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

102,564,103

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

Consideration as part of acquisition. The Performance Rights will vest and convert into one (1) Share on the upon the Buyer¿s determination that the Property contains lithium mineralisation of an average lithium grade of 900 parts per million (ppm) determined from not more than 200 metres of drilling on the Property over not less than ten (10) drill holes (Milestone) during the period commencing on the Effective Date and ending on the 12-month anniversary of the Effective Date (Expiry Date)

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.011000

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

Performance options/rights details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0000	4/3/2024
Details of the type of +security that will be issued if the option is exercised
RMX : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
102,564,103
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.
TBA

Is the proposed security a 'New Will the proposed issue of this

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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 No 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 Class B Performance Rights +Security type Performance options/rights Number of +securities proposed to be issued 102,564,103 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

Details of +securities proposed to be issued

Consideration as part of acquisition. The Performance Rights will vest and convert into one (1) Share on the upon the Buyer¿s determination that the Property contains lithium mineralisation of an average lithium grade of 900 parts per million (ppm) determined from not more than 400 metres of drilling on the Property over not less than twenty (20) drill holes (Milestone) during the period commencing on the Effective Date and ending on the 24-month anniversary of the Effective Date (Expiry Date) Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.011000

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

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Performance options/rights details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 4/3/2025

Details of the type of +security that will be issued if the option is exercised RMX : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 102,564,103

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.

TBA

Part 7C - Timetable

7C.1 Proposed +issue date 16/12/2022

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

181,748,611 shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

164,236,386 shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

market conditions and tranche 2 is subject to shareholder approval. Consideration share and performance rights are subject to shareholder approval.

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7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

179,487,179 FPO subject to shareholder approval , 6 months post issue, estimated release date from escrow mid August

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% across all funds raised and a management fee of $30,000.

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

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

Part 7F - Further Information

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

maiden exploration campaign at the Lithic and Mustang lithium projects

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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