ST GEORGE MINING LIMITED — Capital/Financing Update 2015

Nov 26, 2015

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 D Unlisted Options (b) Class E 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)	600,000
(b)	600,000

• (a) Unlisted Options exercisable at $0.30 on or before 28 November 2016
• (b) Unlisted Options exercisable at $0.50 on or before 28 November 2017

+ 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 consideration(b) Nil consideration
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issue of unlisted options under the StGeorge Incentive Option Plan and approved atthe Company's Annual General Meeting heldon 27 November 2015
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	Thedatethesecurityholderresolutionunderrule7.1Awaspassed	27 November 2015
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	N/A

+ 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.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
160,025,857	FullyPaidOrdinaryShares
32,172,494	Options ex. $0.20 onorbefore30June2017

See Annexure 1

27 November 2015

• See chapter 19 for defined terms.

N/A

N/A

N/A

N/A

N/A

		Number	+Class
9	+classNumberandofall+securitiesnotquotedonASX	100	Performance Shares
	+securities(includingtheinsection 2 if applicable)	3,029,525	Options ex. $0.30 onorbefore30June2016
		1,000,000	ClassCOptionsex.$0.40 on or before 28November 2015
		600,000	ClassDOptionsex.$0.30 on or before 28November 2016
		600,000	ClassEOptionsex.$0.50 on or before 28November 2017

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

N/A

Part 2 ‐ Pro rata issue

11	IssecurityholderapprovalN/Arequired?
12	Is the issue renounceable or non‐N/Arenounceable?
13	Ratio in which the +securities willN/Abe offered
14	+Class of +securities to which theN/Aoffer relates
15	+RecorddatetodetermineN/Aentitlements
16	Will holdings on different registersN/A(or subregisters) be aggregated forcalculating entitlements?

+ See chapter 19 for defined terms.

• 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 N/A
• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue N/A
• 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) N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

• 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 brokerand accept for the balance?	N/A
32	How do security holders dispose oftheir entitlements (except by sale	N/A

	through a broker)?
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 +securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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	+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?	N/A
	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
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversionof+security,anotherclearlyidentifythat other +security)	N/A
		Number	+Class
42	Number and +class of all +securitiesquotedonASX(includingthe+securities in clause 38)	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: 27 November 2015 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–Issuesexceeding15%ofcapital
Step1:Calculate"A",thebasefigurefromwhichtheplacementcapacityiscalculated
Insert number of fully paid +ordinary securitieson issue 12 months before the +issue date ordate of agreement to issue	111,831,806
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 month	8 June 2015 – 20,007,864 Fully Paid OrdinaryShares – Approved at General Meeting held on28 July 201530 July 2015 – 5,555,556 Fully Paid OrdinaryShares – Approved at General Meeting held on28 July 2015N/A
period"A"	137,395,226

+ See chapter 19 for defined terms.

Step2:Calculate15%of"A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	20,609,283
Step3:Calculate"C",theamountofalreadybeenused	placementcapacityunderrule7.1thathas
Insert number of +equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	17 November 2015 – 8,891,109 Fully PaidOrdinary Shares
•Under an exception in rule 7.2	17 November 2015 – 11,315,316 Listed Optionsex. $0.20 on or before 30 June 2017
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:
•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities
•Include here (if applicable) the securities the

"C"	20,206,425
•It may be useful to set out issues ofsecurities on different dates as separate lineitems
form is annexed

subject of the Appendix 3B to which this

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

"A" x 0.15	20,609,283
Note: number must be same as shown in Step 2
Subtract "C"	20,206,425
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	402,858
	[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"	137,395,226
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	13,739,522
Step3:Calculate"E",theamountofplacementcapacityunderrule7.1Athathasalreadybeenused
Insert number of +equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A	13,739,522 Fully Paid Ordinary Shares
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"	13,739,522

+ See chapter 19 for defined terms.

Step4:Subtract"E"from["A"x"D"]tocalculateremainingplacementcapacityunderrule7.1A
"A" x 0.10	13,739,522
Note: number must be same as shown in Step 2
Subtract "E"	13,739,522
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"	Nil
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.