SOUTHERN HEMISPHERE MINING LIMITED — Capital/Financing Update 2016

Apr 28, 2016

Appendix 3B New issue announcement

Rule 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 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, 04/03/13

Name of entity

Southern Hemisphere Mining Limited

ABN

17 140 494 784

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 Fully paid ordinary shares be issued 2 Number of[+] securities issued or Up to 42,484,122 with the exact number of to be issued (if known) or shares to be issued subject to: reconciliation of maximum number which may shareholder entitlements, acceptances from be issued shareholders, rounding and the Company's ability to place any shortfall. 3 Principal terms of the Fully paid ordinary shares +securities (e.g. 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)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	Yes
	$0.02 (or 2 cents) per share
	Pro-rata, non-renounceable 2:1 rights issue to provide funds for: - maintaining tenure of the Company’s mining concessions in Chile which will allow the Company to seek farm-in or other arrangements to add value to the concessions; - the assessment of potential acquisition opportunities with a principal focus on the resources sector; and - general working capital expenses, including corporate administration and operating costs.
	Yes
	27 November 2015

• See chapter 19 for defined terms.

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6c Number of+securities issued without security holder approval under 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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Nil
	Nil
	Nil
	Up to 42,484,122
	N/A
	N/A
	See Annexure 1
	25 May 2016

• See chapter 19 for defined terms.

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Number ~~+~~ Class 8 Number and +class of all 63,877,683 Ordinary shares +securities quoted on ASX ( including the +securities in section 2 if applicable) Number ~~+~~ Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a No change trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	No Renounceable 2 fully paid ordinary shares for every 1 existing fully paid ordinary shares held on the record date Fully paid ordinary shares 4 May 2016
	No
	Rounded up

• See chapter 19 for defined terms.

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18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	All countries except Australia and New Zealand
	18 May 2016
	Euroz Securities Limited
	6%
	n/a
	n/a
	n/a
	n/a
	9 May 2016
	n/a
	3 May 2016
	11 May 2016

• See chapter 19 for defined terms.

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30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	By completing the section marked “Instructions to Stockbroker” on the Entitlement and Acceptance form which accompanies the offer document.
	By inserting the number of New Shares applied for, and completing the section marked “Instructions to Stockbroker” in respect of that part of the Entitlement wishing to be sold.
	By completing a Renunciation Form (obtainable through their stockbroker of the Company’s share registry) with the Entitlement and Acceptance Form, completed by the transferee, together with a cheque for the appropriate application monies and providing them to the Company’s share registry.
	25 May 2016

• See chapter 19 for defined terms.

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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

• See chapter 19 for defined terms.

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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+issue date 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

• See chapter 19 for defined terms.

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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 is not available now, we 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: 28 April 2016 (Company Secretary)

Print name: Derek Hall

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary 16,568,863 (post consolidation) securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 2,749,303 issued in that 12 month period under an exception in rule 7.2

• Number of fully paid[+] ordinary securities 1,954,395 issued in that 12 month period with shareholder approval

• Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 21,292,561

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 Note: this value cannot be changed Multiply “A” by 0.15 3,193,884

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” Nil

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

“A” x 0.15 3,193,884 Note: number must be same as shown in Step 2 Subtract “C” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 3,193,884 Note: this is the remaining placement capacity under rule 7.1

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 21,292,561 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed Multiply “A” by 0.10 2,129,256

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Nil

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities 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 with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

• See chapter 19 for defined terms.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	2,129,256
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	2,129,256 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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APRIL 28, 2016

ASX RELEASE

Australian Securities Exchange Level 40, Central Park 152-158 St George's Terrace PERTH WA 6000

Dear Sir or Madam:

NOTICE UNDER SECTION 708AA(2)(F) OF THE CORPORATIONS ACT 2001

Southern Hemisphere Mining Limited (ASX: SUH) (“Southern Hemisphere” or the “Company”) is pleased to announce that it will undertake a fully underwritten 2 for 1 renounceable rights issue of shares (“Rights Issue” or the “Offer”) to raise approximately A$0.85 million (before costs). Euroz Securities Limited will act as sole underwriter to the Offer.

This notice is given by Southern Hemisphere Mining Limited (ACN 140 494 784) (the Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by Australian Securities and Investment Commission Class Order 08/35 ( C08/35 ). References in this notice of the Corporations Act are references to the Corporations Act as modified or amended by CO 08/35.

The Company has announced its intention to undertake an equity raising of up to approximately $851,702 via a fully underwritten renounceable rights issue. The raising comprises a renounceable pro-rata rights issue of fully paid ordinary shares ( Shares ) on the basis of two (2) new Shares for every one (1) Share held as at 5.00pm (WST) on 4 May 2016 to eligible shareholders with a registered address in Australia or New Zealand ( Rights Issue ).

Based on the current capital structure, a total of an additional 42,585,122 Shares will be issued if the Rights Issue is fully subscribed and the amount raised will be approximately $851,702. The Company has no other issued capital.

The Rights Issue is fully underwritten by Euroz Securities Limited (ACN 089 314 983) ( Underwriter ). The Company will pay the Underwriter a fee of 6% (excluding GST) of the underwritten amount in consideration for the provision of underwriting services, plus reimbursement for expenses incurred.

The Company hereby confirms that in respect of the Rights Issue (as per the requirements of paragraph 708AA(2)(f) of the Corporations Act):

• (a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Corporations Act;

• (c) as at the date of this notice the Company has complied with:

• (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company;

• (ii) section 674 of the Corporations Act as it applies to the Company;

• (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act; and

==> picture [102 x 93] intentionally omitted <==

ASX: SUH AUSTRALIAN OFFICE ABN: 17 140 494 784 33 Ventnor Avenue www.shmining.com.au West Perth WA 6005 TEL: +61 8 9481 2122

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• (e) the potential effect that the issue of the Shares under the Rights Issue will have on the control of the Company is as follows:

• (i) if all eligible shareholders take up their entitlements under the Rights Issue, the issue of Shares under the Rights Issue will have no effect on the control of the Company and all shareholders will hold the same percentage interest in the Company, subject only to changes resulting from ineligible shareholders being unable to participate in the Rights Issue;

• (ii) in the more likely event that there is a shortfall, eligible shareholders who do not subscribe for their full entitlement of Shares under the Rights Issue and ineligible shareholders unable to participate in the Rights Issue will be diluted relative to those shareholders who subscribe for some or all of their Entitlement and those persons who subscribe for the shortfall; and

• (iii) the Underwriter, in consultation with the Company, will allocate the shortfall in the following order of priorities:

  • (A) firstly to the Underwriter (or its nominee), for the number of Shares such that, upon completion of the Rights Issue, the Underwriter (or its nominee) will hold a relevant interest equal to 19.99% in the Company; and

  • (B) secondly, and to the extent of any remaining Shares forming the shortfall, to sub-underwriters of the Rights Issue in the proportions determined by the Underwriter.

The Underwriter will ensure that no person (including the Underwriter) will be issued Shares through underwriting or sub-underwriting the Offer or otherwise if such issue will result in their voting power in the Company, in aggregate with the voting power of their associates, increasing from 20% or below to more than 20%, or from a starting point that is above 20% and below 90%. On that basis, even if a substantial shortfall eventuated, the Underwriter or sub-underwriters would not be in a position to exercise any substantive control of the Company.

Yours faithfully

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Trevor Tennant Managing Director

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