ST GEORGE MINING LIMITED — Capital/Financing Update 2014

Mar 18, 2014

19 March 2014

ISSUE OF UNLISTED OPTIONS

St George Mining Limited has today granted the following unlisted options to Mr Matthew McCarthy under the Company's Employee Incentive Option Plan:

• 100,000 Class B Options expiring 28 November 2014 with an exercise price of $0.25; and
• 100,000 Class C Options expiring 28 November 2015 with an exercise price of $0.40.

Mr McCarthy, a senior geologist with expertise in nickel exploration, commenced his engagement with St George Mining last month. He joined us from BHP Billiton Nickel West where he was part of the team that made the recent discovery of the significant Venus nickel sulphide deposit at Leinster.

Mr McCarthy also managed the exploration programme under the previous farm‐in arrangement between St George Mining and BHP Billiton Nickel West which made the breakthrough discovery of nickel sulphides at East Laverton in 2012.

St George Mining Executive Chairman, Mr John Prineas, said the Company was very pleased with the recent addition of Mr McCarthy to an already strong technical team.

"St George is undertaking a major nickel exploration campaign at our East Laverton project and it is a big advantage for us to have Matthew, with his specialist knowledge and background, contributing to that campaign."

Further details of the terms and conditions of the options are in the attached Appendix 3B.

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

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
• (a) Class B Unlisted Options (b) 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 (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)

(a) 100,000
(b) 100,000

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

+ See chapter 19 for defined terms.

4	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?	(a) No(b) No
	If the additional +securitiesdo notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
5	Issue price or consideration	(a) NIL(b) NIL
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	(a) Issued under the Company's EmployeeIncentive Option Plan approved at theAnnualGeneralMeetingheldon30November 2011.(b) Issued under the Company's EmployeeIncentive Option Plan approved at theAnnualGeneralMeetingheldon30November 2011.
6a	Is the entity an +eligibleentity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securitiesthesubject of this Appendix 3B, andcomply with section 6i	Yes
6b	Thedatethesecurityholder	5 November 2013
	resolutionunderrule7.1Awaspassed
6c	+securitiesNumberofissued	(a) 100,000 Class B Options
	without security holder approvalunder rule 7.1	(b) 100,000 Class C Options

+ See chapter 19 for defined terms.

• 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.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingthein	79,481,000	FullyPaidOrdinaryShares
	section 2 if applicable)	48,508,000	Options exercisable at$0.20 on or before 28November 2014

NIL

NIL

N/A

N/A

NIL

See Annexure 1

(a) 19 March 2014 (b) 19 March 2014

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securitiesnotquotedonASX	100	Performance shares
	+securities(includingtheinsection 2 if applicable)	750,000	ClassBOptionsexercisableat$0.25onorbefore28November 2014
		1,000,000	ClassCOptionsexercisableat$0.40onorbefore28November 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 non‐renounceable?	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	Amountofanyhandlingfeepayabletobrokerswholodgeacceptancesorrenunciationsonbehalf 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	Daterightstradingwillend(if	N/A
	applicable)

+ See chapter 19 for defined terms.

30	How do security holders sell theirentitlementsinfullthroughabroker?	N/A
31	How do security holders sell part oftheir entitlements through a broker	N/A
32	and accept for the balance?How do security holders dispose oftheir entitlements (except by sale	N/A
33	through a broker)?+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	+securitiesNumberofforwhich+quotation is sought	N/A
39	+Class+securitiesofforwhichquotation 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:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelationtothenextdividend,distribution or interest payment	N/A
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversionof+security,anotherclearlyidentifythat other +security)	N/A
42	Number and +class of all +securitiesquotedonASX(includingthe+securities in clause 38)	NumberN/A	+ClassN/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: 19 March 2014 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

Rule7.1–Issues	exceeding15%ofcapital
Step1:Calculate"A",thebasefigurefromwhichtheplacementcapacityiscalculated
Insert number of fully paid +ordinary securitieson issue 12 months before the +issue date ordate of agreement to issue	71,981,000
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 monthperiod	NIL
Note:•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 lineitems
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	NIL
"A"	71,981,000

+ See chapter 19 for defined terms.

Step2:Calculate15%of"A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	10,797,150

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

"A" x 0.15	10,797,150
Step4:Subtract"C"from["A"x"B"]tocalculateremainingplacementcapacityunderrule7.1
"C"	8,200,000
Note:•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 ofsecurities on different dates as separate lineitems	17 March 2014 – 100,000 Class B UnlistedOptions exercisable at $0.25 on or before 28November 201417 March 2014 – 100,000 Class C UnlistedOptions exercisable at $0.40 on or before 28November 2015
•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4	Options exercisable at $0.40 on or before 28November 20156 December 2013 – 7,500,000 Fully PaidOrdinary Shares
not counting those issued:•Under an exception in rule 7.2	November 201429 November 2013 – 300,000 Class C Unlisted
Insert number of +equity securities issued oragreed to be issued in that 12 month period	29 November 2013 – 200,000 Class B UnlistedOptions exercisable at $0.25 on or before 28

Note: number must be same as shown in Step 2
Subtract "C"	8,200,000
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	2,597,150
	[Note: this is the remaining placement capacityunder rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule7.1A–Additionalplacementcapacityforeligibleentities
Step1:Calculate"A",thebasefigurefromwhichtheplacementcapacityiscalculated
"A"	71,981,000
Note: number must be same as shown in Step 1of Part 1
Step2:Calculate10%of"A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	7,198,100
Step3:Calculate"E",theamountofplacementcapacityunderrule7.1Athathasalreadybeenused
Insert number of +equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A	NIL
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.

Step4:Subtract"E"from["A"x"D"]tocalculateremainingplacementcapacityunderrule7.1A
"A" x 0.10	7,198,100
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"	7,198,100
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.