SOUTHERN HEMISPHERE MINING LIMITED — Capital/Financing Update 2017

Jun 1, 2017

ASX Listing Rule 3.10.5A Disclosure and Cleansing Notice

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Southern Hemisphere Mining Limited

ASX / Media Announcement 2 June 2017

ARBN: 17 140 494 784

283 Rokeby Road SUBIACO, WA Australia, 6008

Southern Hemisphere Mining (ASX:SUH) (“SUH”) is pleased to advise that it has issued 6,500,000 fully paid ordinary shares (“ Placement ”) at $0.08 per share under ASX Listing Rule 7.1 and 7.1A as announced on 30 May 2017.

Postal Address:

PO Box 52 WEST PERTH, WA Australia, 6872

Phone: +61 (0) 8 6141 3500 Fax:: +61 (0) 8 6141 3599

Disclosure under ASX Listing Rule 7.1A.4(b) and 3.10.5A

The Company provides the following disclosures under ASX Listing Rules 3.10.5A and 7.1A.4(b):

• (a) The dilutive effect of the Placement on existing shareholders is as follows:

Website: shmining.com.au

Directors:

Chairman David Lenigas

Directors

Trevor Tennant Keith Coughlan

Company Secretary: Julia Beckett

Issued Capital: 78,136,137

Corporate Information: ASX Code: SUH

	Number of shares issued	% of post Placement issued share capital
Ordinary shares issued under Listing Rule 7.1	3,256,188	4.2%
Ordinary shares issued under Listing Rule 7.1A	3,243,812	4.1%
	6,500,000	8.3%

The percentage of the post Placement issued capital held (in aggregate) relating to shares issued under Placement is as follows:

Pre-Placement shareholders who did not participate in Placement	86.3%
Pre-Placement shareholders who did participate in Placement	13.7%
Participants in Placement who were not previously shareholders	14.2%

• (b) The Company issued the shares as a Placement under ASX Listing Rule 7.1A to sophisticated and professional investors as it was of the view that this was the most efficient and expedient mechanism to raise the funds required to achieve its stated objectives.

• (c) The Company confirms that no underwriting agreements were entered into in respect of the Placement.

• (d) The fee payable by the Company in connection with the Placement comprises a cash fee of 5% (excluding GST) of gross funds raised pursuant to the Placement.

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Notice pursuant to Section 708A(5)(e) of the Corporations Act 2001

The Corporations Act 2001 (“Act”) restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A of the Act. By giving this notice, the shares issued pursuant to the Placement (“ Shares ”) and noted in the attached Appendix 3B will fall within the exemption in section 708A(5) of the Act.

Pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (“Corporations Act”), the Company gives notice that:

• (a) the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; and

• (b) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and section 674 of the Corporations Act; and

• (c) as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

The Appendix 3B in respect to the above follows.

For further information, please contact:

CONTACTS:

For further information on this update or the Company generally, please visit our website at www.shmining.com.au or contact:

Investors / Shareholders: Keith Coughlan Julia Beckett Director Company Secretary Telephone: +61 (0) 419 996 333 Telephone: +61 (0) 402 086 288 Email: keith@europeanmet.com Email: julia@wolfstargroup.com.au

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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, and 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 be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +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) 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	Fully Paid Ordinary Shares
	6,500,000
	Fully Paid Ordinary Shares
	Yes
	$0.08 per Share

• See chapter 19 for defined terms.

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Appendix 3B Page 1

APPENDIX 3B New issue announcement

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 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. 8 Number and+class of all+securities quoted on ASX (_including_the+securities in section 2 if applicable)	Placement to Sophisticated Investors	Placement to Sophisticated Investors
	Yes
	30 November 2016
	3,256,188
	3,243,812
	N/A
	N/A
	Yes
	N/A
	7.1 Nil 7.1A 3,268,564
	2 June 2017
	Number	+Class
	78,136,137	Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 2 3

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APPENDIX 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 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 sub- registers) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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	Number	+Class
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

APPENDIX 3B New issue announcement

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) 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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, and the number and percentage of additional[+] securities are[+] equity securities, the names of the 20 largest holders of the 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

• See chapter 19 for defined terms.

Appendix 3B Page 4 3

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APPENDIX 3B New issue announcement

• 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[+] 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) Number +Class

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

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.

• See chapter 19 for defined terms.

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Appendix 3B Page 5

APPENDIX 3B New issue announcement

• 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.

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Sign here: Print name: JULIA BECKETT Company Secretary

Date: 2 June 2017

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• See chapter 19 for defined terms.

Appendix 3B Page 6 3

04/03/201

APPENDIX 3B New issue announcement

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

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
STEP 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber offully paid ordinary securitieson issue 12 months before date of issue or agreement to issue	21,292,561
Addthe following:  Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2  Number of fully paid ordinary securities 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	42,585,122 1,246,078
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period
“A”	65,123,761
STEP 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“ A ” by 0. 1 5	9,768,564
STEP 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber ofequitysecurities issued or agreed to be issued in that 12 month periodnotcounting 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	6,512,376 Placement 24/03/2017 3,256,188 Placement 02/06/2017
“C”	9,768,564
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“ A” x 0 . 1 5	9,768,564

• See chapter 19 for defined terms.

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Appendix 3B Page 7

APPENDIX 3B New issue announcement

Note: number must be same as shown in Step 2
Subtract“C” Note: number must be same as shown in Step 3	9,768,564
Total[ “ A ” x 0. 1 5 ] – “ C”	Nil [Note: this is the remaining placement capacity under rule 7.1]

Part 2

art 2	art 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” Note: number must be same as shown in Step 1 of Part 1	65,123,761
Step 2: Calculate 10% of “A”
“D”	0.10 [Note: this value cannot be changed]
Multiply“ A ” by 0. 1 0	6,512,376
_Step 3: Calculate “E”, the amount of placement capacity_underrule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A 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	3,243,812
“E”	3,243,812
_Step 4: Subtract “E” from [“A” x “D”] to calculate_remainingplacement capacity under rule 7.1A
“ A” x 0 . 1 0 Note: number must be same as shown in Step 2	6,512,376
Subtract“E” Note: number must be same as shown in Step 3	3,243,812
Total[ “ A ” x 0. 1 0 ] – “E ”	3,268,564 [Note: this is the remaining placement capacity under rule 7.1A]

• See chapter 19 for defined terms.

Appendix 3B Page 8 3

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