RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2023

Jul 30, 2023

Proposed issue of securities

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Announcement Summary

Entity name

RED MOUNTAIN MINING LIMITED

Announcement Type

New announcement

Date of this announcement

31/7/2023

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Quoted Options - $0.008, expiry date 3 years from issue.	93,750,000
confirmed
RMX	ORDINARY FULLY PAID	187,500,000

+Record date

28/7/2023

Offer closing date

8/9/2023

+Issue date

13/9/2023

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	Quoted Options - $0.008, expiry date 3 years from issue.	106,250,000
confirmed
New class-code to be	Quoted Options - $0.008, expiry date 3 years from issue.	30,000,000
confirmed
RMX	ORDINARY FULLY PAID	212,500,000

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Proposed +issue date

9/8/2023

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

31/7/2023

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? Yes

4A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 12/9/2023 Estimated

Comments

free attaching SPP options will require shareholder approval.

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description RMX : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued

ASX +security code and description RMX : ORDINARY FULLY PAID Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 187,500,000 Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? Yes Describe the minimum subscription condition $750,000 Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Dollar based ($) Please enter the minimum acceptance value $ 2,500 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

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Please enter the maximum acceptance value

$ 30,000

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Describe all the applicable parcels available for this offer in number of securities or dollar value
$2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $30,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.00400
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements
at company/directors discretion
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
Attaching +Security
The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already
quoted or recorded by ASX)
New class
Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)
Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and +securities on ASX?
equitable under listing rule 6.1? Yes
No
ASX +security code +Security description
New class-code to be confirmed Quoted Options - $0.008, expiry date 3 years from issue.
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+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)	Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions of 0.5 or more rounded up	issued if all offers under the +securities purchase plan are accepted
	93,750,000
Offer price details
Has the offer price been determined?
No
How and when will the offer price be determined? free attaching option
Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the
+security purchase plan
Yes
Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS
Yes
Oversubscription & Scale back details
Will a scale back be applied if the offer is
over-subscribed?
Yes
Describe the scale back arrangements at company/directors discretion

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

Options details

+Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0080 30/8/2026 Details of the type of +security that will be issued if the option is exercised

RMX : ORDINARY FULLY PAID

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Number of securities that will be issued if the option is exercised 93,750,000 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 4C - Timetable 4C.1 Date of announcement of +security purchase plan 31/7/2023 4C.2 +Record date 28/7/2023 4C.3 Date on which offer documents will be made available to investors 18/8/2023 4C.4 Offer open date 25/8/2023 4C.5 Offer closing date 8/9/2023 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 13/9/2023 Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? Yes

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4E.1a Who is the lead manager/broker?

Xcel Capital Pty Ltd

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6%

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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

n/a

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Lithium exploration projects located in Nevada, US and the recent farm-in of Liontown Resources (LTR) Monjebup Rare Earth Project. Funds will be directed towards exploration on existing asset portfolio, potential new ventures and working capital purposes.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

4F.3 URL on the entity's website where investors can download information about the proposed offer TBA

4F.4 Any other information the entity wishes to provide about the proposed offer

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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 12/9/2023 Estimated Comments attaching placement options will require 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? Yes

Details of +securities proposed to be issued

ASX +security code and description

RMX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

212,500,000

Offer price details

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

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In what currency is the cash What is the issue price per 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

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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Quoted Options - $0.008, expiry date 3 years from issue.

+Security type

Options

Number of +securities proposed to be issued

106,250,000

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

free attaching options

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

0.004000

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

Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0080 30/8/2026 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 106,250,000

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 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? Yes No ASX +security code +Security description New class-code to be confirmed Quoted Options - $0.008, expiry date 3 years from issue. +Security type Options

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Proposed issue of securities
Number of +securities proposed	to be issued
30,000,000
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
broker options
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.004000
Will all the +securities issued in	this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.0080	30/8/2026
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
30,000,000
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
9/8/2023

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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?

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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?

30,000,000 broker options

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?

212,500,000 fully paid ordinary shares

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% and $20k management fee

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

30m broker options

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Part 7F - Further Information

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

Lithium exploration projects located in Nevada, US and the recent farm-in of Liontown Resources (LTR) Monjebup Rare Earth Project. Funds will be directed towards exploration on existing asset portfolio, potential new ventures and working capital purposes.

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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