RED MOUNTAIN MINING LIMITED — Major Shareholding Notification 2011

Aug 31, 2011

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

$\underline{\mathsf{To}}$	Red Mountain Mining Ltd
ACN/ARSN	119 568 106
1. Details of substantial holder (1)

Name	Neil Warburton
ACN/ARSN (if applicable)

The holder became a substantial holder on 1 September 2011

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	6.415.625	6.415.625	8.11%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
WarburtonNeilKate<emmaWarburton A/C></emma	Relevant interest under section 608(1)and 608(2) of the Corporations Act 2001	62,500 fully paid ordinary shares
NeilWarburton<thomasWarburton A/C></thomas	Relevant interest under section 608(1)and 608(2) of the Corporations Act 2001	62,500 fully paid ordinary shares
AustralianBeijingHoldings PtyLtd	Direct	625,000 fully paid ordinary shares
Michlange Pty Ltd	Direct	5,665,625ordinaryfullypaidshares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest		Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
	KateEmmaWarburton	Warburton <emmaNeilKate Warburton A/C></emma	Neil Warburton <emma kate<br="">Warburton A/C>	62,500 fully paid ordinaryshares
Thomas WarburtonBeijingAustralianHoldings Pty LtdMichlange Pty Ltd		Neil Warburton <thomasWarburton A/C></thomas	WarburtonNeil<thomasWarburton A/C></thomas	62,500 fully paid ordinaryshares
		Australian Beijing HoldingsPty Ltd	Australian Beijing Holdings PtyLtd	625,000 fully paid ordinaryshares
		Michlange Pty Ltd	Michlange Pty Ltd	5,665,625fullypaidordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
NeilWarburton <emmaKate Warburton A/C></emma	05 May 2006	$4.76	Nil	62.500fullyordinarypaidshares
Neil Warburton <thomasWarburton A/C></thomas	05 May 2006	$4.76	Nil	62.500fullyordinarypaidshares
BeijingAustralianHoldings Pty Ltd	05 May 2006	$47.62	Nil	625,000fullyordinarypaidshares
Michlange Pty Ltd	05 May 2006	$200,368.34	Nil	5,665,625 fully paid ordinaryshares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Neil Warburton <emma kate="" warburton<br="">A/C	Neil Warburton holds these shares on trust for his childEmma Kate Warburton
NeilWarburton <thomas warburton<br="">A/C >	Neil Warburton holds these shares on trust for his childThomas Warburton
Australian Beijing HoldingsPty Ltd(ACN 117 663 626)	Neil Warburton is a director and shareholder of AustralianBeijing Holdings Pty Ltd
Michlange Pty Ltd (ACN 009 140 998)	Neil Warburton is a director and shareholder of MichlangePty Ltd

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Neil Warburton	17 Richardson Ave Claremont WA 6010
Neil Warburton	17 Richardson Ave Claremont WA 6010
Australian Beijing Holdings Pty Ltd	29 Ord St Nedlands WA 6009
Michlange Pty Ltd	17 Richardson Ave Claremont WA 6010

Signature

print name Neil Fredrick Warburton

Ulen

capacity Director

sign here

date $1.9.2011$ .

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• $(2)$ See the definition of 'associate' in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the

person or an associate has a relevant interest in.

• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
  • $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) $(8)$ write 'unknown'.
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest $(9)$ was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

	٠

Red Mountain Mining Ltd

ACN/ARSN

119 568 106

1. Details of substantial holder (1)

Keith Bowden Rowe Name

ACN/ARSN (if applicable)

The holder became a substantial holder on 1 September 2011

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	5.353.125	5.353.125	6.77%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Keith Bowden Rowe	Direct	312,500 fully paid ordinary shares
Keith Bowden Rowe and Leslie Rowe	Direct	4.415.625ordinaryfullypaidshares
Australian Beijing Holdings Pty Ltd	Direct	625,000 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
Keith Bowden Rowe	Keith Bowden Rowe	Keith Bowden Rowe	312,500 fully paid ordinaryshares
Bowden RoweKeithand Leslie Rowe	Keith Bowden Rowe andLeslie Rowe	Keith Bowden Rowe and LeslieRowe	4,415,625fullypaidordinary shares
AustralianBeijingHoldings Pty Ltd	BeijingAustralianHoldings Pty Ltd	Australian Beijing Holdings PtyLtd	625,000 fully paid ordinaryshares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	ofDateacquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
Keith Bowden Rowe	5 May 2006	$23.81	Nil	paid312,500 fullyordinary shares
Keith Bowden Roweand Leslie Rowe	5 May 2006	$336.43	Nil	4,415,625 fully paidordinary shares
BeijingAustralianHoldings Pty Ltd	5 May 2006	$47.62	Nil	625.000fullypaidordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Keith Bowden Rowe and Leslie Rowe	Spouse
(ACN 117 663 626)	Australian Beijing Holdings Pty Ltd Keith Rowe is a director and shareholder of AustralianBeijing Holdings Pty Ltd

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Keith Bowden Rowe	29 Ord St Nedlands WA 6009
Keith Bowden Rowe and Leslie Rowe	29 Ord St Nedlands WA 6009
Australian Beijing Holdings Pty Ltd	29 Ord St Nedlands WA 6009

Signature

print name	Keith Bowden Rowe	capacity	Director
sign here		date	91201$1 - I$

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, $(1)$ or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• See the definition of 'associate' in section 9 of the Corporations Act 2001. $(2)$
• See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the $(5)$ person or an associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:

full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001.

• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write 'unknown'.
• $(9)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantialholder or its associate in relation to the acquisitions, even if they are not paid directly to interest was acquired.