RED MOUNTAIN MINING LIMITED — Share Issue/Capital Change 2014

Jun 29, 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 to be issued

Fully Paid Ordinary Shares

33,750

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully Paid Ordinary Shares

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inallrespectsfromthedateofallotment with an existing +classofquoted +securities?If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	Yes
5	Issue price or consideration	0.015 per share ($506.25)
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	33,750FullyPaidOrdinarySharesissuedfollowing the exercise of 33,750 listed options,exercisable at $0.015 each on or before 30 June2014.
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	Yes
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	18 November 2013
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	Nil.
6d	Number of +securities issued withsecurity holder approval under rule7.1A	Nil.

6e	Number of +securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting)	Nil.
6f	Number of securities issued underan exception in rule 7.2	$0.015 each on or before 30 June 2014.	33,750 Fully Paid Ordinary Shares issued followingthe exercise of 33,750 listed options, exercisable at
6g	Ifsecuritiesissuedunderrule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include theissuedateandbothvalues.Include the source of the VWAPcalculation.	N/A
6h	If securities were issued under rule7.1A for non-cash consideration,state date on which valuation ofconsideration was released to ASXMarket Announcements	N/A
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	101,687,698 under rule 7.168,922,234 under rule 7.1A
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	30 June 2014
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in section	686,917,994	FullypaidordinaryShares
	2 if applicable)	137,728,048	ListedOptionsexercisableat$0.015each on or before 30June 20141
		97,839,477	ListedOptionsexercisable at $0.03 eachon or before 30 June2016
			1.33,750 listed options

• See chapter 19 for defined terms.

exercised 17 June 2014.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in section2 if applicable)	27,728,125	Options exercisable at 20cents each on or before30 June 2014
		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).
		10,500,000	ClassCPerformanceRightsconvertibletoShares on or before 18November 2018, subjecttovestingconditions($0.15 share price and 36monthscontinuedservice from grant date).

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or non
	renounceable?
13	Ratio in which the +securities will
	be offered

14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders
25	Iftheissueiscontingenton+security holders' approval, the dateof the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders

• See chapter 19 for defined terms.

28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do +security holders sell theirentitlementsinfullthroughabroker?
31	How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance?
32	How do +security holders disposeof their entitlements (except by salethrough a broker)?
33	+Despatch date

Part 3 - Quotation of securities

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

• 34 Type of securities (tick one)
• (a) Securities described in Part 1
• (b) All other securities

Example: 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 convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

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
• 36 If the + securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 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.

+ See chapter 19 for defined terms.

• 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 +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: Date: 30 June 2014

(Company Secretary)

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 ordinary187,572,026securities on issue 12 months before dateof issue or agreement to issue
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval•Number of partly paid ordinarysecurities that became fully paid in that12 month periodNote:•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 of	55,000,000 Shares issued 25/06/20135,325,000 Shares issued 1/07/2013213,977,644 Shares issued 14/08/20137,055,395 Shares issued 15/08/20138,636,950 Shares issued 4/09/20133,875,000 Shares issued 23/09/201360,000,000 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 05/03/201433,750 Shares issued 30/06/2014= 501,650,315 Shares
securities on different dates as separateline itemsSubtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	0
"A"	689,222,341
Step 2: Calculate 15% of "A"
"B"	0.15

+ See chapter 19 for defined terms.

	[Note: this value cannot be changed]
Multiply "A" by 0.15	103,383,351
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:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4Note:•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	1 Share issued 01/11/20131,695,652 Shares issued 09/04/2014
"C"	1,695,653
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15Note: number must be same as shown inStep 2	103,383,351
Subtract "C"Note: number must be same as shown inStep 3	1,695,653
Total ["A" x 0.15] – "C"	101,687,698[Note: this is the remaining placementcapacity under rule 7.1]

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"689,222,341
Note: number must be same as shown inStep 1 of Part 1

Step 2: Calculate 10% of "A"
"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	68,922,234
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued or0agreed to be issued in that 12 month periodunder rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separate
"E"	0

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule7.1A
"A" x 0.10Note: number must be same as shown inStep 2	68,922,234
Subtract "E"Note: number must be same as shown inStep 3	0
Total ["A" x 0.10] – "E"	68,922,234Note: this is the remaining placementcapacity under rule 7.1A