RED MOUNTAIN MINING LIMITED — Share Issue/Capital Change 2014

Nov 19, 2014

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Red Mountain Mining Limited

ABN

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 tobe issued	Options
		Performance Rights
2	Number of +securities issued or	58,124,869 Options
	tobeissued(ifknown)ormaximum number which may	51,850,500 Performance Rights
	be issued
3	Principaltermsofthe+securities(eg,ifoptions,	Options exercisable at $0.012 each on or before 31March 2016
	exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if	51,850,500 Performance Rights, subject to specificvesting conditions and expiring 1 December 2017.
	+convertiblesecurities,theconversion price and dates forconversion)

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities do	Quotation is being sought for 95,604,869 Options,being 37,480,000 issued 24 October 2014 and58,124,869 the subject of this Appendix 3B. Uponexercise the Options will rank equally with existingShares.If the vesting conditions are met, the Performance
	not rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	Rights will convert to fully paid ordinary Shares thatrank equally with existing Shares.
5	Issue price or consideration	58,124,869 Options for nil cash consideration.
		51,850,500PerformanceRightsfornilcashconsideration.
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	56,402,833 free attaching Options issued pursuant tothe Placement as announced 16 October 2014.1,722,036 Options issued as part consideration forcapital raising services.37,800,000PerformanceRightsissuedtothe
		Managing Director, as approved by Shareholders on17 November 2014 as a long term incentive.14,050,500PerformanceRightsissuedtoanemployee of the Company as a long term incentive.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issued	58,124,869 Options
	without security holder approvalunder rule 7.1

• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

37,800,000 Performance Rights

Nil.

N/A

N/A

14,050,500 Performance Rights

7.1: 0 7.1A: N/A

20 November 2014

+ See chapter 19 for defined terms.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesin	819,920,844	FullypaidordinaryShares
	section 2 if applicable)	97,839,460	Listed Optionsexercisable at $0.03 eachon or before 30 June2016
		95,604,869	ListedOptionsexercisableat$0.012each on or before 31March 2016
		Number	+Class
	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	15,000,000	Options exercisable at 20cents on or before 15September 2016
		7,000,000	ClassAPerformanceRightsconvertibletoShares on or before 18November 2016, subjecttovestingconditions($0.05 share price and 12monthscontinuedservice from grant date).
		10,500,000	ClassBPerformanceRightsconvertibletoShares on or before 18November 2017, subjecttovestingconditions($0.10 share price and 24monthscontinuedservice from grant date).

		Number	+Class
9	+classNumberandofall+securities notquoted on ASX(includingthesecuritiesinsection 2 if applicable)	10,500,000	ClassCPerformanceRightsconvertibletoShares on or before 18November 2018, subjecttovestingconditions($0.15 share price and 36monthscontinuedservice from grant date).
		12,600,000	ClassDPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		12,600,000	ClassEPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		17,283,500	ClassFPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		4,683,500	ClassGPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
		4,683,500	ClassHPerformanceRightsconvertibletoShares on or before 1December 2017, subjectto vesting conditions.
10	Dividend policy (in the case of a	N/A

Part 2 - Bonus issue or pro rata issue

trust, distribution policy) on the increased capital (interests)

11	Issecurityrequired?	holder	approval	N/A

N/A

12 Is the issue renounceable or nonrenounceable?

+ See chapter 19 for defined terms.

13	Ratio in which the +securitieswill be offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders	N/A
25	If the issue is contingent on+security holders' approval, thedate of the meeting	N/A

26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	N/A
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do +security holders selltheir entitlements in full througha broker?	N/A
31	How do +security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?	N/A
32	How do +security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Despatch date	N/A
Part 3 -	Quotation of securitiesYou need only complete this section if you are applying for quotation of securities

34	(tick one)	Type of securities
(a)		Securities described in Part 1 (Shares and Options)
(b)		All other securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertiblesecurities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

+ See chapter 19 for defined terms.

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders. (To be provided on 21 November 2014)
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories (To be provided on 21 November 2014)

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not 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

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

Quotation agreement

• 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.
• 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

+ See chapter 19 for defined terms.

+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.

(Company Secretary)

Sign here: Date: 20 November 2014

Print name: SHANNON COATES

== == == == == Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid ordinarysecurities on issue 12 months before dateof issue or agreement to issue	481,442,016
Add the following:•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2	60,000,000 Shares issued 21/01/2014144,398,375 Shares issued 11/02/20142,807,201 Shares issued 13/02/2014431,000 Shares issued 04/03/2014110,000 Shares issued 05/03/2014
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval	33,750 Shares issued 30/06/201430,000 Shares issued 3/07/201417 Shares issued 25/09/2014
•Number of partly paid ordinarysecurities that became fully paid in that12 month period	1,695,652 Shares issued 09/04/20141,610,000 Shares issued 18/09/2014
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	74,960,000 Shares issued 18/09/2014= 286,075,995 Shares

Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	4,000,000
"A"	763,518,011
Step 2: Calculate 15% of "A"
"B"	0.15[Note: this value cannot be changed]
Multiply "A" by 0.15	114,527,702
Step 3: Calculate "C", the amount of placement capacity under rule 7.1that has already been used

Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	56,402,833 Shares issued 24/10/2014
•Under an exception in rule 7.2	58,124,869 Options to be issued on18/11/2014 (subject of this Appendix 3B)
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:
•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities
•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed
•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	114,527,702

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	114,527,702
Note: number must be same as shown inStep 2
Subtract "C"	114,527,702
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	0
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	N/A
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	N/A
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A	N/A
Notes:
•This applies to equity securities – notjust ordinary securities
•Include here – if applicable – thesecurities the subject of the Appendix
3B to which this form is annexed•Do not include equity securities issued
under rule 7.1 (they must be dealt within Part 1), or for which specific security
holder approval has been obtained
•It may be useful to set out issues ofsecurities on different dates as separate
line items
"E"	N/A

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

N/A
N/A
0
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.