RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2023

Jul 9, 2023

Red Mountain to Farm-In Liontown's Rare Earth Project

HIGHLIGHTS

• Binding farm-in agreement executed with Liontown Resources for 80% interest in its prospective Monjebup Rare Earth Project
• Attractive terms for Red Mountain in an all-scrip transaction and exploration requirement of $500,000 within 24 months to acquire 80% of the Project
• Recent surface sampling include TREO results of up to 969ppm
• Project located in southern Western Australia and consists of three large exploration licenses: E70/6042, E70/6043 and E70/6044, covering a total of 910km2
• A Joint Venture to be formed between Red Mountain & Liontown upon satisfying farm-in exploration requirement
• Field exploration preparation underway and expected to commence subject to finalising land access agreements

Red Mountain Mining Limited ("RMX" or the "Company") is pleased to announce it has entered into a farmin agreement ("Farm-in") with LBM (Aust) Pty Ltd ("LBM"), a wholly owned subsidiary of Liontown Resources Ltd ("Liontown"), to acquire an 80% interest in their Monjebup Rare Earth Project ("Monjebup" or "the Project"), consisting of 321 blocks covering ~910 km2, that is prospective for Rare Earths in southern Western Australia.

Red Mountain's chairman, Troy Flannery, commented:

"This is an exciting opportunity for Red Mountain to transact with a globally recognised multi-billion dollar Australian resource company such as Liontown. The Company looks forward to commencing initial exploration work on the Monjebup grounds, which has previously delivered highly anomolous soil sampling results up to 969ppm total rare earth oxide ("TREO") 1."

Figure 1: Monjebup Rare Earths Project location

PROJECT BACKGROUND & HISTORY

The Monjebup Project is located circa 80km north-east of Albany, Western Australia and lies predominantly over private land with efficient road access within and around the Project area.

From a geological standpoint, the Monjebup Project is located in the Albany portion of the Albany Fraser Orogen. The Albany Fraser Orogen extends along the southern and south eastern margin of the Archaen Yilgarn Craton and comprises ortho-gneisses, granites and to a lesser degree sedimentary rocks and remnants of mafic dykes and large sheets of metagabbros, as well as mafic granulites.

Historical sampling by Windward Resources in 2015 identified anomalous Ce, La and Y levels. However, sampling was mainly targeted for nickel-copper-gold and REE potential was not considered at the time.

In early 2022, Liontown applied for the Project tenements with the intention to explore for ionic clay rare earth element potential. Early stage field reconnaissance and surface sampling along publicly accessible roads was completed within the Project area. Highly anomalous REE results were subsequently obtained, including up to 969ppm TREO within E70/6043. Both Figure 2 & Table 1 provide a summary of results for the surface samplings.

Figure 2: 11 samples taken within project area, with 3 results over 500ppm (Refer to Table 1 for all results)

MATERIAL TERMS OF FARM-IN TRANSACTION

Red Mountain has entered into a binding farm-in agreement with LBM (Aust) Pty Ltd ("LBM") to earn an 80% interest ("Tenement Interest") in the Monjebup Project by expending not less than A$500,000 of Exploration Expenditure within the Farm-in Period of 24 months.

Within 5 business days from agreement execution, Red Mountain shall issue Liontown an aggregate of 40,000,000 RMX fully paid ordinary shares ("Consideration Shares"), to be issued under the Company's Listing Rule 7.1 15% placement capacity.

The Consideration Shares will be subject to a 6 month voluntary escrow from the date of issue.

Upon Red Mountain acquiring the Tenement Interest, the Company shall grant LBM a 2% net smelter royalty the minerals produced and sold from the Monjebup Project attributable to RMX's participating interest in the project.

In addition, an unincorporated Joint Venture shall be established, whereby both parties shall negotiate in good faith and enter into a formal joint venture agreement based on mutual terms.

Forward Plan for Red Mountain

The Company intends to further test REE potential within the Monjebup Project. This will likely entail grid sampling and metallurgical testwork to determine the leaching potential of the REE. Preparations are underway including finalising access agreements and engaging geological personnel. Red Mountain shall provide updates on progress of activities as required.

Authorized for and on behalf of the Board,

Mauro Piccini, Company Secretary

About Red Mountain Mining

Red Mountain Mining Limited is an ASX-listed (ASX: RMX) mineral exploration and development company. Red Mountain has a portfolio of critical minerals including lithium, rare earth and base metal projects, located in the USA and Australia. The Company's flagship project is based in Nevada USA, which is prospective for lithium claystone mineralisaton. The Company's other projects include the Monjebup Rare Earths Project, the Koonenberry Gold Project and the Mt Maitland base metals project.

Table 1: Surface Sample Results Summary

Sample	Easting	Northing	l Ce	Сs	Dv		Eu	Gd	Ho	La		Nd	Nd2O3 Pr		Sc	Sm	Tb	ſm		Υb	TREE	TREO
			ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm	ppm
A128863	632518	6185584	27.1	0.87	$1.87^{\circ}$	1.01	0.46	2.06	0.31	9.5	0.16	11.2	13.06	2.94	6.7	2.38	0.28	0.27			68.54	82.49
A128882	634166	6189887	23.8	0.41	1.5'	0.95	0.34	1.32	0.29	8.8	0.17	8.7	10.15	2.18	5.8	1.67	0.21	0.2	7.5	1.07	58.7	70.74
A128897	642270	6191626	18	0.77	1.43	0.77	0.31	1.4	0.28	11.1	0.13	8.8	10.26	2.36	7.6	1.46	0.21	0.13	7.5	0.87	54.75	65.81
A128947	649603	6197867	189.5	0.78	4.78	2.63	1.72	6.33	0.94	66	0.39	56.6	66.02	15.3	17.9	9.48	0.85	0.3	25.8	2.61	383.23	462.05
A128950	649592	6199984	201	0.97	3.56	1.7	2.02	5.93	0.69	109	0.24	63.9	74.53	18.55	8.8	9.57	0.68	0.25	16.5	1.79	435.38	523.12
A129043	650035	6201033	241	1.47	7.89	4.62	2.25	8.51	1.5'	52.4	0.6	56	65.32	15.85	19.3	12	1.31	0.75	37.2	4.14	446.02	539.38
A129097	633250	6203009	60.1	0.35	1.56	0.92	0.47	2.04	0.3	27.9	0.18	17	19.83	5.31	3.4	2.5	0.25	0.31		1.02	127.86	153.94
A129101	628265	6200600	34.9	1.14	1.81	0.85	0.47	1.5	0.32	10.1	0.13	10.2	11.9	2.84	5.4	2.05	0.27	0.17	7.4	0.86	73.87	89.15
A131900	651865	6197136	379	0.73	7.53	3.46	3.27	12.05	1.421	179.5	0.42	119	138.8	35.7	13.9	18.5	1.45	0.61	40.5	2.82	805.23	968.87
A140307	662977	6199484	189.5	2.43	6.69	3.62	2.3	7.59	1.2	45.9	0.46	47.4	55.29	13.05	31.8	10.7	1.13	0.58	33.4	2.98	366.5	442.99
A140492	641318	6197589		0.06	0.39	0.4	0.05	0.35	0.1	3.4	0.08	2.3	2.683	0.61	1.4	0.38	0.08	0.15	3.2	0.4	17.89	21.57

Competent Persons Statement

The information in this announcement that relates to Exploration Results is based on information reviewed, collated and fairly represented by Mr Jason Froud who is a member of the Australian Institute of Geoscientist and an employee of Liontown Resources Limited. Mr Froud has sufficient experience relevant to the style of mineralisation and type of deposit under consideration, and to the activity which has been undertaken, to qualify a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Repotting of Exploration Results, Mineral Resources and Ore Reserves. Mr Froud consents to the inclusion in this report of the matters based on this information in the form and context in which it appears.

1.1 Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Samplingtechniques	•Nature and quality of sampling (e.g. cutchannels, random chips, or specific specialisedindustry standard measurement toolsappropriate to the minerals under investigation,such as down hole gamma sondes, or handheldXRF instruments, etc). These examples shouldnot be taken as limiting the broad meaning ofsampling.•Include reference to measures taken to ensuresample representivity and the appropriatecalibration of any measurement tools or systems	The samples are whole soil samples collected fromapproximately 20 to 30 cm below the surface atselected locations along public roads.Soil sample weights typically ranged from 200 to 500 g,with samples sent to ALS in Perth for preparation andanalysis for elements Liontown Resources deemedrelevant to early stage exploration of rare earthelements (Ba, Ce, Cr, Cs, Dy, Er, Eu, Ga, Gd, Hf, Ho, La,Lu, Nb, Nd, Pr, Rb, Sc, Sm, Sn, Sr, Ta, Tb, Th, Ti, Tm, U,V, W, Y, Yb, Zr).
	used.•Aspects of the determination of mineralisationthat are Material to the Public Report.•In cases where 'industry standard' work hasbeen done this would be relatively simple (eg'reverse circulation drilling was used to obtain 1m samples from which 3 kg was pulverised toproduce a 30 g charge for fire assay'). In othercases more explanation may be required, suchas where there is coarse gold that has inherentsampling problems. Unusual commodities ormineralisation types (eg submarine nodules)may warrant disclosure of detailed information.
Drillingtechniques	•Drill type (e.g. core, reverse circulation, openhole hammer, rotary air blast, auger, Bangka,sonic, etc) and details (e.g. core diameter, tripleor standard tube, depth of diamond tails, facesampling bit or other type, whether core isoriented and if so, by what method, etc).	N/A – soil sampling only.
Drill samplerecovery	•Method of recording and assessing core andchip sample recoveries and results assessed.•Measures taken to maximise sample recoveryand ensure representative nature of thesamples.•Whether a relationship exists between samplerecovery and grade and whether sample biasmay have occurred due to preferential loss/gainof fine/coarse material.	N/A – soil sampling only.
Logging	•Whether core and chip samples have beengeologically and geotechnically logged to a levelof detail to support appropriate MineralResource estimation, mining studies andmetallurgical studies.•Whether logging is qualitative or quantitative innature. Core (or costean, channel, etc)photography.•The total length and percentage of the relevantintersections logged.	Samples are soil samples. No further informationbeyond location, approximate clay content and assayresults has been captured.
Subsamplingtechniques	•If core, whether cut or sawn and whetherquarter, half or all core taken.•If non-core, whether riffled, tube sampled,	Soil samples were collected in the field as bulk samplesand placed into zip lock bags for preparation and

Criteria	JORC Code explanation	Commentary
and samplepreparation	rotary split, etc and whether sampled wet ordry.•For all sample types, the nature, quality andappropriateness of the sample preparationtechnique.•Quality control procedures adopted for all subsampling stages to maximise representivity ofsamples.•Measures taken to ensure that the sampling isrepresentative of the in situ material collected,including for instance results for fieldduplicate/second-half sampling.•Whether sample sizes are appropriate to thegrain size of the material being sampled.	analysis at ALS in Perth, where volume reductionfollowed industry standard practices.No duplicate field samples were collected.
Quality ofassay dataandlaboratorytests	•The nature, quality and appropriateness of theassaying and laboratory procedures used andwhether the technique is considered partial ortotal.•For geophysical tools, spectrometers, handheldXRF instruments, etc, the parameters used indetermining the analysis including instrumentmake and model, reading times, calibrationsfactors applied and their derivation, etc.•Nature of quality control procedures adopted(e.g. standards, blanks, duplicates, externallaboratory checks) and whether acceptablelevels of accuracy (i.e. lack of bias) and precisionhave been established.	Samples were submitted to ALS Laboratories in PerthWA. Samples were crushed and pulverised to 85%passing 75µm. Soils samples were analysed usinglithium borate fusion ICP-MS (ALS code ME-MS81).Samples were analysed for Ba, Ce, Cr, Cs, Dy, Er, Eu,Ga, Gd, Hf, Ho, La, Lu, Nb, Nd, Pr, Rb, Sc, Sm, Sn, Sr, Ta,Tb, Th, Ti, Tm, U, V, W, Y, Yb, Zr. Results are consideredto be near total.No standards or duplicates were submitted by theCompany. ALS carried out internal lab duplicates fromcrushed samples and used internal standards.
Verificationof samplingand assaying	•The verification of significant intersections byeither independent or alternative companypersonnel.•The use of twinned holes.•Documentation of primary data, data entryprocedures, data verification, data storage(physical and electronic) protocols.•Discuss any adjustment to assay data.	Soils samples were collected and submitted byCompany personnel.Data was recorded in field notebooks and on GPS. Soilsample locations and sample description were enteredinto an excel spread sheet.No adjustment to assay data has taken place, otherthan conversion of assay ppm to oxides and addition ofthe respective oxides (TREO, LREO, HREO, CREO) forthe summary table as covered under "data aggregationmethods".
Location ofdata points	•Accuracy and quality of surveys used to locatedrill holes (collar and down-hole surveys),trenches, mine workings and other locationsused in Mineral Resource estimation.•Specification of the grid system used.•Quality and adequacy of topographic control.	Individual soil sample locations were recorded using ahand-held GPS in GDA94 Zone 50.Accuracy is usually +/-5m and locations were checkedin the field against satellite imagery.All data is presented in GDA94 Zone 50.No topographic control due to the program being soilsampling
Data spacinganddistribution	•Data spacing for reporting of ExplorationResults.•Whether the data spacing and distribution issufficient to establish the degree of geologicaland grade continuity appropriate for theMineral Resource and Ore Reserve estimationprocedure(s) and classifications applied.	Samples were not collected on regular spacing/grid,and were collected at selected sites along public roadsdeemed appropriate by field personnel for early-stagereconnaissance sampling. Locations shown in mapwithin body of text.

Criteria	JORC Code explanation	Commentary
	•Whether sample compositing has been applied.
Orientationof data inrelation togeologicalstructure	•Whether the orientation of sampling achievesunbiased sampling of possible structures andthe extent to which this is known, consideringthe deposit type.•If the relationship between the drillingorientation and the orientation of keymineralised structures is considered to haveintroduced a sampling bias, this should beassessed and reported if material.	N/A - Samples are surface soil samples. The limitedsample locations were based on verifying previouslyidentified anomalism and testing for potential REEenrichment. This early-stage sampling is considered tobe indicative of the potential for REE mineralisationonly.Extensive cover obscures underlying geology andstructure.
Samplesecurity	•The measures taken to ensure sample security.	Chain of custody for soil samples managed by theCompany's personnel and consultants. The sampleswere delivered by a courier company to ALS Perthlaboratory.
Audits orreviews	•The results of any audits or reviews of samplingtechniques and data.	Sample methodology are routine, and very early stagein the exploration process. No audits or reviews havetaken place.

1.2 Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code explanation	Commentary
Mineraltenement andland tenurestatus	•Type, reference name/number, location andownership including agreements or materialissues with third parties such as joint ventures,partnerships, overriding royalties, native titleinterests, historical sites, wilderness ornational park and environmental settings.•The security of the tenure held at the time ofreporting along with any known impedimentsto obtaining a licence to operate in the area.	The Monjebup Project is comprised of explorationlicences E70/6042, E70/6043 and E70/6044, located~90km northeast of Albany, 65km west of BremerBay and 355km southeast of Perth in WesternAustralia.The three tenements are currently 100% held byLBM (Aust) Pty Ltd, a wholly owned entity ofLiontown Resources Ltd and subject to an earn-inagreement with Red Mountain Mining Limited (thesubject of this announcement).
		E70/6042 and E70/6044 were granted on the24/5/2022, and E70/6043 was granted on the23/5/2022, all for a period of 5 years.
		The Project is predominantly over free holdagricultural land. Land access agreements will berequired to complete exploration over private land.
		A Noongar Standard Heritage Agreement with WagylKaip Aboriginal Corporation was signed on23/5/2023.
Exploration doneby other parties	•Acknowledgment and appraisal of explorationby other parties.	Previous exploration over the Monjebup tenementshas focused on heavy mineral sands in the coastalregions, lignite/coal within the Plantagenet Groupsediments, plus evaluation for nickel-copperfollowing the discovery of the Nova Ni deposit.Almost all work has been focused on publiclyaccessible roads, and has included:Windward Resources (2013-2016) targeting Ni-CuAu. Surface sampling was completed along mostaccessible roads at 500m spacing, with samples

Criteria	JORC Code explanation	Commentary
		targeting the laterite horizon, and analysed for abroad suite of elements using aqua regia digestionfollowed by ICP-MS. This work identified anomalousCe, La and Y levels, however as sampling wastargeting nickel-copper-gold, REE potential was notconsidered at the time.
		Iluka Resources acquired the tenements fromWindward Resource in 2015 to explore for heavymineral sands. Over the Monjebup tenement areathey completed aircore drill traverses along roads at400-800m spacing. This work concluded thatbasement was shallower than expected, theoverlying sediment were predominantly estuarine(lignitic) and lowershore sands, that an observed Thradiometric anomaly is likely related to drainage asopposed to mineralisation, and that no anomalousheavy mineral sands are present. The tenementswere relinquished in 2016.
		Regional evaluation programs were completed byAnglo American, BHP, Homestake Gold of Australia,Rio Tinto, Heron Resources, Galaxy Resources,Grange Resources and Independence Group from the1980's to 2017, exploring for lead, zinc, nickel,copper, gold, magnetite, mineral sands andcoal/lignite. Exploration appears to have beencompleted beyond the Monjebup Projectboundaries, with the exception of some coaldiamond drilling along roads within the Monjebuptenements. These holes were completed by BHP in1981 and compiled by Australian Minerals andMining Group (2011-2014).
		No previous rare earth element focused explorationappears to have been completed over the projectarea.
Geology	•Deposit type, geological setting and style ofmineralisation.	The local basement geology of the Monjebup Projectarea is largely obscured by surficial and Tertiarycover sequences.
		The surficial material consists of recentunconsolidated aeolian sands and lateritic residuum.Laterite has formed over both the Tertiary terrestrialand shallow marine sediments of the PlantagenetGroup and basement Proterozoic rocks.
		The Plantagenet Group has been subdivided by theGSWA (Muhling et al., 1985) into the lower WerillupFormation and the Pallinup Siltstone, with acombined thickness that can exceed 100m.
		The Proterozoic basement outcrop is very limited,and generally only observable in river cuttings andremnant hills. Lithologies consist of high-grademetamorphic rocks including felsic and maficgranulite, amphibolite BIF and late-stage graniticintrusions.
		The southern half of the project has prominent

major faulting, trending east-northeast, withmagnetics suggesting a number of splays, offsets and
Liontown Resources applied for the Projecttenements with the intention to explore for ionic
N/A - This report does not contain any drill related
In reporting of the Company's soil sample results noweight averaging techniques, maximum or minimumgrade truncations have been applied.No metal equivalents are applied.Rare earth ppm are converted to oxides using thebelow oxide conversion factors:
TREO (Total Rare Earth Oxide) are calculated by:La2O3 + CeO2 + Pr6O11 + Nd2O3 + Sm2O3 + Eu2O3 +Gd2O4 + Tb4O7 + Dy2O3 + Ho2O3 + Er2O3 + Tm2O3 +CREO (Critical Rare Earth Oxide) are calculated by:Nd2O3 + Eu2O3 + Tb4O7 + Dy2O3 + Y2O3.LREO (Light Rare Earth Oxide) are calculated by:HREO (Heavy Rare Earth Oxide) are calculated by:

Criteria	JORC Code explanation	Commentary
		Sm2O3 + Eu2O3 + Gd2O3 + Tb4O7 + Dy2O3 + Ho2O3 +Er2O3 + Tm2O3 + Yb2O3 + Lu2O3 + Y2O3.
Relationshipbetweenmineralisationwidths andintercept lengths	•These relationships are particularly importantin the reporting of Exploration Results.•If the geometry of the mineralisation withrespect to the drill hole angle is known, itsnature should be reported.•If it is not known and only the down holelengths are reported, there should be a clearstatement to this effect (e.g. 'down holelength, true width not known').	Only early stage and limited surface sampling hasbeen completed, and any potential mineralisationwidths are unknown at present.
Diagrams	•Appropriate maps and sections (with scales)and tabulations of intercepts should beincluded for any significant discovery beingreported These should include, but not belimited to a plan view of drill hole collarlocations and appropriate sectional views.	Refer to map and tables in body of text
Balancedreporting	•Where comprehensive reporting of allExploration Results is not practicable,representative reporting of both low and highgrades and/or widths should be practiced toavoid misleading reporting of ExplorationResults.	A summary of all soil results taken by Liontown(tabulated to show TREO, CREO, LREO and HREO, aswell as Nd, Sc, TREE and TREO minus Ce) is shown inthe table within the body of text, and a map showingthe location of samples relative to the projecttenements is presented within the body of text.
Othersubstantiveexploration data	•Other exploration data, if meaningful andmaterial, should be reported including (but notlimited to): geological observations;geophysical survey results; geochemical surveyresults; bulk samples – size and method oftreatment; metallurgical test results; bulkdensity, groundwater, geotechnical and rockcharacteristics; potential deleterious orcontaminating substances.	Exploration for REE is at a very early stage. TheCompany is not aware of any other data relevant toREE exploration in the Monjebup Project.
Further work	•The nature and scale of planned further work(e.g. tests for lateral extensions or depthextensions or large-scale step-out drilling).•Diagrams clearly highlighting the areas ofpossible extensions, including the maingeological interpretations and future drillingareas, provided this information is notcommercially sensitive.	Soil results are from early stage exploration, andfurther work will likely require land accessagreements, drilling and metallurgical testwork todetermine the potential for the project to host ionicclay rare earth elements.