RED MOUNTAIN MINING LIMITED — Capital/Financing Update 2024

Mar 21, 2024

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ASX ANNOUNCEMENT

22 March 2024

NON-RENOUNCEABLE ENTITLEMENT OFFER

Red Mountain Mining Ltd (ASX: RMX) ( Company ) is pleased to announce that it is undertaking a pro-rata non-renounceable entitlement issue of one (1) share ( New Share ) for three (3) existing shares held by eligible shareholders at an issue price of $0.001 per New Share to raise up to $891,192 (before costs), together with one (1) free-attaching option (exercisable at $0.002 and expiring on or before the date that is three (3) years from the date of issue) ( New Options ) for every two (2) New Shares subscribed for and issued ( Offer ).

The Offer is being made to all shareholders of the Company named on its register of members at 5:00pm (WST) on 5 April 2024 ( Record Date ), whose registered address is in Australia or New Zealand. Up to 891,192,012 New Shares and 445,596,006 New Options will be issued pursuant to the Offer (assuming no other shares are issued prior to the Record Date).

All New Shares issued will rank equally with existing shares on issue. Any fractional entitlements arising from the Offer will be rounded down.

A transaction specific prospectus in relation to the Offers will be lodged with ASIC on 25 March 2024 ( Prospectus ) and will be despatched to eligible shareholders on 10 April 2024.

Use of Funds

The Company intends to allocate funds raised from the Offer towards:

• exploration on the Company’s farm-in of Liontown Resources (ASX:LTR) Monjebup Rare Earth Project;

• exploration on the Company’s existing asset portfolio;

• review of potential new ventures; and

• working capital expenses.

Underwriting and sub-underwriting agreements

The Offer is being partially underwritten by Still Capital Pty Ltd (ABN 33 647 521 603) (AFSL 519872) ( Underwriter ). The Company has entered into an underwriting agreement with the Underwriter to act as the underwriter to the Offer ( Underwriting Agreement ). The material terms and conditions of the Underwriting Agreement are as follows:

• the Underwriter has agreed to partially underwrite the Offer up to a value of $550,000;

• the Underwriter (or its nominee) will receive up to 183,333,333 New Options ( Underwriter Options ) as consideration for partially underwriting the Offer, which represents one (1) New Option for every three (3) New Shares underwritten. The Underwriter Options will be issued under the Company’s existing Listing Rule 7.1 placement capacity;

• the Underwriter and Company may appoint sub-underwriters to sub-underwrite the Offer. The Underwriter will be responsible for any fees payable to any sub-underwriters or other parties involved in the Offer introduced by the Underwriter or the Company; and

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• the obligations of the Underwriter to partially underwrite the Offer are subject to satisfaction of certain conditions precedent that are customary for an agreement of this nature. If those conditions are not satisfied or if certain termination events occur, the Underwriter may terminate the Underwriting Agreement.

The Underwriter has entered into a sub-underwriting agreement with professional and sophisticated investors to sub-underwrite the Offer up to the value of $550,000 (being up to 550,000,000 New Shares and 275,000,000 New Options) ( Sub-Underwriting Agreement ).

Further details regarding the terms and conditions of the Underwriting Agreement and Sub-Underwriting Agreement (including the termination events) are to be set out in the Prospectus and accompanying Appendix 3B to this announcement.

Lead Manager

The Company has engaged Xcel Capital Pty Ltd (ACN 617 047 319) to act as the Lead Manager of the Offer ( Lead Manager ). The Company has agreed to pay the following fees to the Lead Manager (and/or its nominees):

• (a) a management fee of $20,000 (plus GST) for its services in managing the Offer; and

• (b) 60,000,000 Options to be issued on the same terms as the New Options which will be issued under the Company’s existing Listing Rule 7.1 placement capacity.

Timetable

The proposed timetable for the Offer is set out below:

Event	Date
Announcement of the Offers and lodgement of Appendix 3B	Friday, 22 March 2024
with ASX
Lodgement of Prospectus with ASIC and ASX	Monday, 25 March 2024
Ex date	Thursday, 4 April 2024
Record Date for determining Shareholders entitled to	Friday, 5 April 2024
participate in the Offer
Prospectus and Entitlement and Acceptance Form dispatched	Wednesday, 10 April 2024
to Eligible Shareholders, and Company announces that this has
occurred
Opening date of the Offer	Wednesday, 10 April 2024
Last day to extend Closing Date of the Offer	Tuesday, 16 April 2024
Closing Date (5:00pm WST)*	Friday, 19 April 2024
Securities quoted on a deferred settlement basis	Monday, 22 April 2024
ASX and Underwriter/Sub-Underwriter notified of under	Tuesday, 23 April 2024
subscriptions
Underwriter subscribes for Shortfall under terms of	Tuesday, 23 April 2024
Underwriting /Sub-Underwriting Agreement

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Event	Date
Issue date and lodgement of Appendix 2A with ASX applying	By no later than Monday, 29 April 2024
for quotation of the Securities	(before noon Sydney time)
Quotation of Securities issued under the Offer	By no later than Monday, 29 April 2024
	(before noon Sydney time)

Notes:

• The Directors may extend the Closing Date of the Offers by giving at least three (3) Business Days’ notice to ASX prior to the

Closing Date. As such the date the Securities are expected to commence trading on ASX may vary.

This announcement is authorised by the Board of Red Mountain Mining Ltd

For further information contact:

mp@miradorcorporate.com

About Red Mountain Mining Ltd

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 gold projects, located in the USA and Australia. The Company’s flagship project is based in Nevada USA, prospective for lithium claystone mineralisaton. The Company’s other projects include the Monjebup Rare Earths Project and the Koonenberry Gold Project.