ST GEORGE MINING LIMITED — Capital/Financing Update 2011

Dec 21, 2011

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 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, 24/10/2005.

Name of entity

St George Mining Limited

ABN

21 139 308 973

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
• (a) Class A Unlisted Options (b) Class B Unlisted Options (c) Class C Unlisted Options
• 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)

(a) 450,000 (b) 450,000 (c) 600,000

(a) Exercise price $0.20 per option on or before 5:00pm (WST) 28 November 2013 (b) Exercise price $0.25 per option on or before 5:00pm (WST) 28 November 2014 (c) Exercise price $0.40 per option on or before 5:00pm (WST) 28 November 2015

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the date of allotment	(a)No(b)No
	with an existing +class of quoted+securities?	(c)No
	If the additional securities do notrank equally, please state:•the date from which they do
	•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment
	•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	(a)NIL
		(b)NIL
		(c)NIL
6	Purpose of the issue	Issue of unlisted options approved at the St
	(If issued as consideration for theacquisition of assets, clearly identify	GeorgeMiningLimitedAnnualGeneral
	those assets)	Meeting held on 30 November 2011.
7	Dates of entering +securities into	22 December 2011
	uncertificatedholdingsor
	despatch of certificates
		Number	+Class
8	+classNumberandofall
	+securitiesquotedonASX	37,773,000	FullyPaidOrdinaryShares
	(including the securities in clause 2
	if applicable)	25,245,000	Fullypaidordinary
			shares (escrowed)
		48,041,000	Options exercisable at
			$0.20 on or before 28
			November 2014

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX	100	Performance shares
	(including the securities in clause 2if applicable)	450,000	Class A Options exercisableat $0.20 on or before 28November 2013
		450,000	Class B Options exercisableat $0.25 on or before 28November 2014
		600,000	Class C Options exercisableat $0.40 on or before 28November 2015

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

N/A

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securities willbe offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A

+ See chapter 19 for defined terms.

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.	N/A
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders	N/A
25	Iftheissueiscontingenton+securityholders'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, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices 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

+ See chapter 19 for defined terms.

• 30 How do + security holders sell their entitlements in full through a broker? N/A
• 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)?

N/A

N/A

33 +Despatch date 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) X 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

+ See chapter 19 for defined terms.

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	N/A
39	+Classofsecuritiesforwhichquotation is sought	N/A
40	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment	N/A
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period	N/A

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

		Number	+Class
42	Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 38)	N/A	N/A

+ See chapter 19 for defined terms.

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 +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: Marcus Michael Date: 22 December 2011 Director

Print name: Marcus Michael

== == == == ==

+ See chapter 19 for defined terms.