RED MOUNTAIN MINING LIMITED — Proxy Solicitation & Information Statement 2020

Nov 11, 2020

==> picture [198 x 55] intentionally omitted <==

12 November 2020

Dear Shareholder

RED MOUNTAIN MINING LIMITED – UPCOMING GENERAL MEETING

Red Mountain Mining Limited] (ASX:RMX) ( Red Mountain or the Company ) will be holding a general meeting at 10.00am (WST) on 8 December 2020 (the Meeting ).

The Company is closely monitoring the impact of the COVID-19 virus in Western Australia and following guidance from the Federal and State Governments.

In accordance with temporary modifications to the Corporations Act under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company is not sending hard copies of the Notice of Meeting to shareholders.

The Notice of Meeting and Explanatory Memorandum can be viewed and downloaded from the following website link: www.redmountainmining.com.au

Alternatively, a complete copy of the important Meeting documents has been posted on the Company’s ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents.

In order to be able to receive communications electronically from the Company in the future, please update your details online at www.investorcentre.com .

Shareholders are encouraged to vote online at www.investorvote.com.au or by lodging the attached proxy form.

If you are unable to access any of the important Meeting documents online please contact the Company Secretary, Mauro Piccini, at info@redmountainmining.com.au.

Authorised for and on behalf of the Board,

==> picture [81 x 28] intentionally omitted <==

Mauro Piccini, Company Secretary

==> picture [550 x 20] intentionally omitted <==

Red Mountain Mining Ltd ACN 119 568 106 Suite 2, Level 1/1 Altona Street, West Perth, Western Australia, 6005. E: info@redmountainmining.com.au W: https://www.redmountainmining.com.au

RED MOUNTAIN MINING LTD ACN 119 568 106 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : 8 December 2020 PLACE : 1 Altona Street, West Perth, WA, 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am (WST) on 6 December 2020.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL TO ISSUE CONSIDERATION SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 50,000,000 Consideration Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 30,000,000 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

Dated: 12 November 2020

By order of the Board

Mauro Piccini Company Secretary

2

3113-10/2541301_1

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Approval to issue Consideration Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Prosper WA Pty Ltd) or an associate of that person (or those persons).
Resolution 2– Approval to issue Placement Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, the recipients of the Placement) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3

3113-10/2541301

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6559 1792.

4

3113-10/2541301

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – APPROVAL TO ISSUE CONSIDERATION SHARES

2.1 Background

The Mt Mansbridge Project

Located in the Kimberly region of Western Australia, the project area is approximately 130 kms south east of the township of Halls Creek and consists of three contiguous granted exploration licenses E80/5111, E80/5229 and E80/5413which combined cover a total area of 280km2. The tenements lie approximately 40km from Northern Minerals’ (ASX: NTU) flagship Browns Range project.

The project area has been subject to exploration activities since the 1970’s, primarily for uranium, gold and diamonds which were all unsuccessful. The presence of the REE mineral xenotime in the Killi Killi Prospect has been overlooked and RMX now see the opportunity to capitalise on this and determine whether there is an economically viable concentration of REE’s. Also, within the project area is the Déjà vu Prospect that contains an ultramafic intrusion which RMX intends to assess from the perspective of nickel-cobalt prospectivity.

In response to the security of REE supply and global demand for battery minerals due to the rapid growth in lithium ion batteries for electric vehicles, Red Mountain Mining seeks to fast track exploration and development of the Mt Mansbridge Project which is prospective for Heavy Rare Earth Elements (HREE) and nickel-cobalt

The Acquisition

Prosper WA Pty Ltd (ACN 603 173 628) ( Vendor ) is the legal and beneficial holders of 100% of the issued capital in Unearthed Resources Pty Ltd (ACN 618 178 331) ( Unearthed ).

Unearthed is the registered and beneficial holder of three granted Western Australian Exploration Licences, E80/5111, E80/5229 and E80/5413 ( Tenements ), which comprise the Mt Mansbridge Project.

The Company has entered into a binding terms sheet ( Terms Sheet ) with Prosper WA Pty Ltd pursuant to which the Company has agreed to acquire a 100% interest in Unearthed from the Vendor ( Acquisition ). In consideration for the Acquisition, the Company will issue to the Vendor (or their nominee) 50,000,000 fully paid ordinary shares in the capital of the Company ( Consideration Shares ).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Consideration Shares does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15%

5

3113-10/2541301

limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Consideration Shares. In addition, the issue of the Consideration Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 1 is not passed, the issue of the Consideration Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

Resolution 1 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consideration Shares.

2.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the Consideration Shares will be issued to Prosper WA Pty Ltd (or their nominee) who is the Vendor;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Consideration Shares to be issued is 50,000,000. The Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Consideration Shares will occur on the same date;

• (e) the Consideration Shares will be issued at a nil cash price, in consideration for the acquisition of a 100% interest in Unearthed;

• (f) the purpose of the issue of the Consideration Shares is to satisfy the Company’s obligations under the Terms Sheet for the completion of the Acquisition;

6

3113-10/2541301

• (g) the Consideration Shares are being issued to Prosper WA Pty Ltd under the Terms Sheet. A summary of the material terms of the Terms Sheet is set out in Schedule 1; and

• (h) the Consideration Shares are not being issued under, or to fund, a reverse takeover.

3. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT SHARES

3.1 General

The Company is proposing to issue 30,000,000 shares at an issue price of $0.012 per share to raise $360,000 ( Placement Shares ) ( Placement ).

The Company has engaged the services of Xcel Capital Pty Ltd (ACN 617 047 319) an authorised representative Gameplay Capital Pty Ltd (AFSL No. 51738) ( Xcel Capital ) to manage the Placement ( Lead Manager ).

The Company has entered into a lead manager mandate with Xcel Capital ( Lead Manager Mandate ). The material terms of the Lead Manager Mandate are as follows:

Consideration

The Company has agreed to:

• (a) pay Xcel Capital a capital raising fee of 6% (exclusive of GST) of the gross proceeds of all funds raised by Xcel Capital under the Placement; and

• (b) pay Xcel Capital a management fee of $25,000 (exclusive of GST).

Conditions Precedent

The Placement is conditional upon:

• (a) the Terms Sheet being signed by the Company and the Vendor;

• (b) the issue of the Placement Shares (being the subject of this Resolution 2) being approved by Shareholders at this Meeting; and

• (c) a price clause, whereby if the Company’s Shares are trading at a price below the placement price (being $0.012 per Share), Xcel Capital will have the sole right to cancel the Placement and will not be held liable by the Company to settle the placement funds. Both the Company and Xcel Capital agree that if this were to occur a new placement may take place at a commercial price to be agreed mutually at the time.

(together, the Conditions ).

As summarised in Section 1.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule,

7

3113-10/2541301

the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Shares. In addition, the issue of the Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the issue of the Placement Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Shares.

3.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Placement Shares will be issued to professional and sophisticated investors who are clients of Xcel Capital. The recipients will be identified through a bookbuild process, which will involve Xcel Capital seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company.

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Placement Shares to be issued is 30,000,000. The Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Shares will occur on the same date;

• (e) the issue price of the Placement Shares will be $0.012 per Placement Shares. The Company will not receive any other consideration for the issue of the Placement Shares;

• (f) the purpose of the issue of the Placement Shares is to raise $360,000, which the Company intends to apply towards the upcoming work

8

3113-10/2541301

programme at Mt Mansbridge, assessment and due diligence in respect of new mineral assets, general working capital and costs of the offer;

• (g) the Placement Shares are not being issued under an agreement; and

• (h) the Placement Shares are not being issued under, or to fund, a reverse takeover.

9

3113-10/2541301

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Red Mountain Mining Ltd (ACN 119 568 106).

Consideration Shares has the meaning given in Section 1.1 of this Notice

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Lead Manager means Xcel Capital Pty Ltd

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Placement Shares has the meaning given in Section 2.1 of this Notice.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

10

3113-10/2541301

SCHEDULE 1 – TERMS SHEET

Term	Details
Acquisition	The Vendor agrees to sell 100% of its interest in the shares in Unearthed (Vendor Shares) to Red Mountain (Acquisition).
Deposit	Within 5 business days from the date of execution of this Agreement, Red Mountain shall pay to the Vendor a non- refundable deposit of $50,000 in immediately available funds (Deposit).
Conditions Precedent	Settlement of the Acquisition is conditional upon (Conditions): (a) payment of the Deposit; (b) the completion of due diligence by Red Mountain on Unearthed and the Tenements to the sole satisfaction of Red Mountain; (c) Unearthed not receiving any notification from ASX that the transaction contemplated by this Agreement would trigger the requirement for Unearthed to re- comply with Chapters 1 and 2 of the ASX Listing Rules; and (d) Red Mountain receiving the approval of its shareholders to the issue of the Consideration Shares for the purposes of the ASX Listing Rules. If the Conditions are not satisfied (or waived by agreement between Red Mountain and the Vendor, in writing) on or before 5.00pm (WST) on 31 December 2020 (End Date)(or such other date agreed by the Vendors and Red Mountain, in writing), the agreement constituted by this Agreement will be at end and the Parties will be released from their obligations under this Agreement (other than in respect of any breaches that occurred prior to termination). Each Party must use reasonable endeavours to obtain the satisfaction of the Conditions, including procuring the performance by a third party, and keep the other Parties informed as to the status of satisfaction of the Conditions and must notify the other Parties as soon as a Condition has been satisfied or becomes incapable of being satisfied.
Consideration	In consideration for the Acquisition, subject to the terms and conditions of this Agreement, Red Mountain agrees: (a) to pay to the Vendor a cash payment of $100,000 (less the Deposit) in immediately available funds (Cash Consideration); (b) to issue to the Vendor (or their respective nominees) 50,000,000 fully paid ordinary shares in the capital of Red Mountain (Consideration Shares), (together theConsideration); (c) the Consideration Shares must: (i) be fully paid; and (ii) rank equally with all other ordinary fully paid shares of Red Mountain as at the date of

11

3113-10/2541301

Term	Details
	issue.
Voluntary Escrow	The Vendor agrees that the Consideration Shares shall be subject to a voluntary escrow from the Settlement Date until 30 April 2021, and agrees to enter into a restriction agreement for the purpose of recording the voluntary escrow (Restriction Agreement).
Settlement	Settlement of the Acquisition will occur on that date which is 5 business days after the satisfaction (or waiver) of the Conditions, or such other date as agreed by Red Mountain and the Vendors in writing (Settlement Date). (a) At Settlement, Red Mountain must issue the Consideration Shares to the Vendor and procure the prompt delivery of a holding statement to the Vendor for those Consideration Shares. (b) At Settlement, the Vendor must deliver or cause to be delivered to Red Mountain: (i) a share certificate in respect of its Vendor Shares in the Company (if issued); (ii) instrument/s of transfer in registrable form for the Vendor Shares in favour of Red Mountain (as transferee), duly executed by the Vendor (as transferor) in relation to those Vendor Shares; (iii) any corporate, legal, technical and financial records for the Company, including all mining information relating to the Tenements and instruments of title for the Tenements (if issued); (iv) provide Red Mountain with an executed copy of the Restriction Agreement; and (v) any other documents, transfers or other things in the Vendor’s possession or control that may be required by Red Mountain to give effect to the terms of this Agreement. (c) At or prior to Settlement, the Vendor must procure that all necessary steps are taken to (as applicable): (i) approve registration of the transfer of the Vendor Shares and the issue of a new share certificate for those Vendor Shares in the name of Red Mountain; (ii) record Red Mountain as the holder of the Vendor Shares on the Unearthed register of members; and (iii) procure the appointment of such directors and other officers of Unearthed as directed by Red Mountain prior to Settlement, effective from Settlement and the resignation of any existing directors of Unearthed.
Royalty	As and from Settlement, Red Mountain will procure that

12

3113-10/2541301

Term	Details
	Unearthed grant the Vendor a 1.5% net smelter royalty on all materials/ minerals produced from the Tenements with such royalty to be recorded in a form consistent with the net smelter royalty deed published by AMPLA as at the date of this Agreement.

The Terms Sheet otherwise contains representations and warranties, and clauses considered standard for an agreement of this nature.

13

3113-10/2541301

==> picture [89 x 59] intentionally omitted <==

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

RMX

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AWST) on Sunday, 6 December 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Red Mountain Mining Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Red Mountain Mining Limited to be held at 1 Altona Street, West Perth, WA 6005 on Tuesday, 8 December 2020 at 10:00 AM (AWST) and at any adjournment or postponement of that meeting.

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Step 2 Items of Business Resolution 1 Approval to Issue Consideration Shares

For Against Abstain

==> picture [92 x 47] intentionally omitted <==

Resolution 2 Approval to Issue Placement Shares

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

==> picture [535 x 97] intentionally omitted <==

----- Start of picture text -----

Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

9 9 9 9 9 9 A

R M X