RED MOUNTAIN MINING LIMITED — Share Issue/Capital Change 2011

Dec 20, 2011

Appendix 3B New issue announcement

13,298,260le 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Red Mountain Mining Limited

ABN

40 119 568 106

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1+Class of+securities issued or to beissued2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	Options
	7,022,696
	3,511,348 Options exercisable at 25 cents each on orbefore 31 July 2014.3,511,348 Options exercisable at 35 cents each on orbefore 31 July 2016.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all No. respects from the date of allotment with an existing[+] class of quoted Options over unissued shares may only be exercised +securities? in accordance with their terms and conditions. Upon conversion of the options to shares, the shares will If the additional securities do not rank equally with existing shares. rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil. 6 Purpose of the issue Issue of options to Directors pursuant to shareholder (If issued as consideration for the approval at Company’s AGM on 22 November acquisition of assets, clearly identify 2011. those assets) 7 Dates of entering[+] securities into 21 December 2011 uncertificated holdings or despatch of certificates 8 Number +Class Number and +class of all 64,546,875 Fully paid ordinary +securities quoted on ASX shares. ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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9Numberand+classofall+securities not quoted on ASX(_including_the securities in clause2 if applicable)	Number	+Class
	14,513,1519,300,0001,718,4338,428,1254,420,4584,420,45810,000,000	FullypaidordinarysharesOptions exercisable at 20cents each on or before30 June 2014.Options exercisable at 20cents each on or before12 September 2013.Options exercisable at 20cents each on or before30 June 2014.Options exercisable at 25cents each on or before31 July 2014.Options exercisable at 35cents each on or before31 July 2016.Options exercisable at 20cents each on or before30 June 2014.

10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 – Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Questions 34 to 42 - Not Applicable

Quotation agreement

• See chapter 19 for defined terms.

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• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

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Date: 21 December 2011

(Company secretary)

Print name: SHANNON COATES

• See chapter 19 for defined terms.

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