ST GEORGE MINING LIMITED — Capital/Financing Update 2013

May 7, 2013

ASX / MEDIA RELEASE

8 May 2013

ST GEORGE MINING COMPLETES PLACEMENT MENT

Further to the 30 April 2013 ASX announcement, St George Mining Limited (ASX Code: SGQ) is pleased to confirm that the following shares have been allotted and dispatched.

71,981,000

Fully Paid Ordinary Shares

After the allotment of the above shares the Company will have the following shares on issue:

Fully Paid Ordinary Shares

The Appendix 3B and Cleansing Notice Notice follows.

For further information, please contact:

John Prineas Executive Chairman St George Mining Limited (+61) 411 421 253 John.prineas@stgm.com.au Colin Hay Professional Public Relations (+61) 08 9388 0944 mob 0404 683 355 colin.hay@ppr.com.au

5,000,000

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

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

Ordinary Shares

5,000,000

• 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)

Fully Paid Ordinary Shares

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	Yes
5	Issue price or consideration	$0.16
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issuedpursuanttoaplacementtosophisticated investors.
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6h in+securitiesrelationtothethesubject of this Appendix 3B, andcomply with section 6i	No
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	N/A
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	5,000,000

+ See chapter 19 for defined terms.

• 6d Number of +securities issued with security holder approval under rule 7.1A N/A
• 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.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the +securities in section	71,981,000	FullyPaidOrdinaryShares
	2 if applicable)	48,508,000	Options exercisable at$0.20 on or before 28November 2014.

N/A

N/A

N/A

N/A

Please see Annexure 1.

8 May 2013

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	100	Performance Shares
	+securities not quoted on ASX(including the +securities in section2 if 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 - 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 who willnot be sent new offer documents	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 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	Iftheissueiscontingentonsecurity holders' approval, the dateof the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to 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.

Appendix 3B New issue announcement

30	How do security holders sell theirentitlementsinfullthroughabroker?	N/A
31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?	N/A
32	How do security holders dispose oftheir entitlements (except by salethrough a broker)?	N/A
33	+Issue 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)		+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.

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	N/A
39	+Class+ofsecuritiesforwhichquotation is sought	N/A
40	Do the +securities rank equally in allrespects from the +issue date with+classanexistingofquoted+securities?If the additional +securities do notrank equally, please state:	N/A
	•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
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period	N/A
	(ifissueduponconversionofanother +security, clearly identifythat other +security)
		Number	+Class
42	Number and +class of all +securitiesquotedonASX(includingthe+securities 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 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: Sarah Shipway Date: 8 May 2013 Company secretary

Print name: Sarah Shipway

== == == == ==

+ See chapter 19 for defined terms.

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 capitalStep 1: Calculate "A", the base figure from which the placement capacity iscalculated
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary securities•that became fully paid in that 12 monthperiodNote:•Include only ordinary securities here – otherclasses of equity securities cannot be added•Include here (if applicable) the securities thesubject of the Appendix 3B to which thisform is annexed•It may be useful to set out issues ofsecurities on different dates as separate lineitemsSubtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	18 October 2012 – 3,500,000 Fully Paid OrdinaryShares30 November 2012 – 33,000 Fully Paid OrdinarySharesN/A
"A"	66,551,000

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	9,982,650

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

Insert number of +equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	2 November 2012 – 80,000 Fully Paid OrdinaryShares
•Under an exception in rule 7.2	2 November 2012 – 500,000 Listed Optionsexercisable at $0.20 on or before 28 November2014
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4	10 January 2013 – 350,000 Fully Paid OrdinaryShares
Note:	8 May 2013 – 5,000,000 Fully Paid OrdinaryShares
•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities
•Include here (if applicable) the securities thesubject of the Appendix 3B to which thisform is annexed
•It may be useful to set out issues of
securities on different dates as separate line
items
"C"	5,930,000

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

"A" x 0.15	9,982,650
Note: number must be same as shown in Step 2
Subtract "C"	5,930,000
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	4,052,650
	[Note: this is the remaining placement capacityunder rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entitiesStep 1: Calculate "A", the base figure from which the placement capacity iscalculated
Note: number must be same as shown in Step 1of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	6,655,100
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A thathas 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 – not justordinary securities•Include here – if applicable – the securitiesthe subject of the Appendix 3B to which thisform is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt with inPart 1), or for which specific security holderapproval has been obtained•It may be useful to set out issues ofsecurities on different dates as separate lineitems
"E"	NIL

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacityunder rule 7.1A
"A" x 0.10	6,655,100
Note: number must be same as shown in Step 2
Subtract "E"	NIL
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"	6,655,100
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.

8 May 2013

ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000

ST GEORGE MINING LIMITED SHARE PLACEMENT – NOTICE UNDER SECTION 708a(5)(e) OF THE CORPORATIONS ACT

On 8 May 2013, St George Mining Limited (Company) announced that 5,000,000 fully paid ordinary shares in the capital of the Company (Shares) were issued via a placement to Sophisticated and Professional Investors (as defined in the Corporations Act 2001 (the Act).

The Company hereby notifies ASX under section 708A (5) (e) of the Act that:

• (a) the Shares were issued without disclosure to investors under Part 6D.2 of the Act;
• (b) as at 8 May 2013, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;
• (c) as at 8 May 2013, the Company has complied with Section 674 of the Act;
• (d) as at 8 May 2013, 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.

Yours faithfully

John Prineas Executive Chairman St George Mining Limited