ST GEORGE MINING LIMITED — Capital/Financing Update 2015

Nov 17, 2015

ASX / MEDIA RELEASE

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18 November 2015

ST GEORGE COMPLETES HEAVILY OVERSUBSCRIBED CAPITAL RAISING

HIGHLIGHTS:

• Successful placement is finalised with allotment of new shares

• Drilling of nickel sulphide targets is ongoing

• Strong pipeline of exploration prospects

St George Mining Limited (ASX: SGQ ) (‘St George Mining’ or ‘the Company’) is pleased to confirm that, further to the ASX release dated 9 November 2015, the Company has completed a capital raising to provide further funding for its exciting exploration projects in Western Australia.

John Prineas, Executive Chairman of St George Mining , said:

“The heavily oversubscribed capital raising reflects the high quality of our projects and their outstanding potential to deliver exploration success.

“With a major drilling programme underway to test strong nickel sulphide targets, it’s a terrific time to be a shareholder in St George.

“We thank new and existing shareholders for their support.”

The Company has allotted 22,630,631 fully paid ordinary shares, together with 11,315,316 Options exercisable at $0.20 on or before 30 June 2017, to raise a total of $1,810,450.

After the allotment of the above securities, the Company has the following listed securities on issue:

Fully Paid Ordinary Shares 160,025,857 Listed Options exercisable at $0.20 on or before 30 June 2017 32,172,494

The shares issued under the Placement were issued pursuant to the Company’s 15% placement capacity under ASX Listing Rule 7.1 and the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A. As such, the Company provides the below information under ASX Listing Rule 7.1A.4(b) in respect of the shares issued under ASX Listing Rule 7.1A.

• (a) The Company issued 13,739,522 shares under ASX Listing Rule 7.1A which resulted in the following dilution to existing shareholders:

Number of shares on issue 12 months before the issue date 137,395,226 Shares issued under ASX Listing Rule 7.1A 13,739,522

Percentage of voting dilution to existing shareholders as a result of the shares issued pursuant to the Placement 10%

St George Mining Limited ACN 139 308 973

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville WA 6007 Phone + 61 8 9322 6600 Facsimile + 61 8 9322 6610

ASX / MEDIA RELEASE

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Further details of the approximate percentage of the issued capital post 7.1A placement held by the pre‐placement security holders and new security holders are as follows:

Percentage of pre‐placement security holders who did not	86%
participate in the 7.1A placement
Percentage of pre‐placement security holders who did	14%
participate in the 7.1A placement
Percentage of participants in the 7.1A placement who were	82%
not previously security holders

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

• (c) The Company confirms that there was no underwriter in respect of the Placement.

• (d) The fee payable by the Company in connection with the Placement comprises a cash fee of 6% of funds raised pursuant to the Placement and 1,000,000 Options exercisable at $0.20 on or before 30 June 2017.

The Appendix 3B and Cleansing Notice in respect to the securities issued pursuant to the Placement follows.

For further information, please contact:

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

St George Mining Limited ACN 139 308 973 Level 1, 115 Cambridge Street, PO Box 1305, West Leederville WA 6007 Phone + 61 8 9322 6600 Facsimile + 61 8 9322 6610

ASX / MEDIA RELEASE

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18 November 2015

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 18 November 2015, St George Mining Limited (Company) issued 22,630,631 fully paid ordinary shares in the capital of the Company (Shares) 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 18 November 2015, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

• (c) as at 18 November 2015, the Company has complied with Section 674 of the Act;

• (d) as at 18 November 2015, 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.

St George Mining Limited ACN 139 308 973 Level 1, 115 Cambridge Street, PO Box 1305, West Leederville WA 6007 Phone + 61 8 9322 6600 Facsimile + 61 8 9322 6610

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, 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 (a) Ordinary Shares be issued (b) Listed Options 2 Number of[+] securities issued or to (a) 22,630,631 be issued (if known) or maximum (b) 11,315,316 number which may be issued 3 Principal terms of the[+] securities (a) Fully Paid Ordinary Shares (e.g. if options, exercise price and (b) Options exercisable at $0.20 on or before expiry date; if partly paid 30 June 2017 +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

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 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	(a) Yes (b) Yes
	(a) $0.08 per share (b) Nil consideration
	Placement to Institutional Investor
	Yes
	20 November 2014
	8,891,109 Fully Paid Ordinary Shares 11,315,316 Listed Options

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 2

Appendix 3B New issue announcement

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)	13,739,522 Fully Paid Ordinary Shares	13,739,522 Fully Paid Ordinary Shares
	N/A
	N/A
	Yes VWAP Date: 16 November 2015 Share Issue Date: 18 November 2015 15 Day VWAP: $0.095 75% VWAP: $0.071 Source: 2015 Orient Capital PtyLtd
	N/A
	See Annexure 1
	18 November 2015
	Number	+Class
	160,025,857 32,172,494	Fully Paid Ordinary Shares Options ex. $0.20 on or before 30 June 2017

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

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)	Number	+Class
	100 3,029,525 1,000,000	Performance Shares Options ex. $0.30 on or before 30 June 2016 Class C Options ex. $0.40 on or before 28 November 2015
	N/A

Part 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 subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 4

Appendix 3B New issue announcement

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 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?	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

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

• 31 How do security holders sell part of N/A their entitlements through a broker and accept for the balance?

• 32 How do security holders dispose of N/A their entitlements (except by sale 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[+] 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.

04/03/2013

Appendix 3B Page 6

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A 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 N/A 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 N/A quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

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: 18 November 2015 Company secretary

Print name: Sarah Shipway

== == == == ==

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 8

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

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue	92,326,251
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	3 October 2014 – 18,005,554 Fully Paid Ordinary Shares – Approved at Annual General Meeting held on 20 November 2014 9 October 2014 – 1,500,001 Fully Paid Ordinary Shares – Approved at Annual General Meeting held on 20 November 2014 8 June 2015 – 20,007,864 Fully Paid Ordinary Shares – Approved at General Meeting held on 28 July 2015 30 July 2015 – 5,555,556 Fully Paid Ordinary Shares – Approved at General Meeting held on 28 July 2015
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	N/A
“A”	137,395,226

• See chapter 19 for defined terms.

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Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	20,609,283
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period not counting_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	30 July 2015 – 402,857 Listed Options ex. $0.20 on or before 30 June 2017 18 November 2015 – 8,891,109 Fully Paid Ordinary Shares 18 November 2015 – 11,315,316 Listed Options ex. $0.20 on or before 30 June 2017
“C”	20,609,282
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	20,609,283
Subtract“C” Note: number must be same as shown in Step 3	20,609,282
Total[“A” x 0.15] – “C”	1 [Note: this is the remaining placement capacity under rule 7.1]

under rule 7.1
“A” x 0.15	20,609,283
Note: number must be same as shown in Step 2
Subtract“C”	20,609,282
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	1
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10

Appendix 3B New issue announcement

Part 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” 137,395,226 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 13,739,522

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or 18 November 2015 - 13,739,522 Fully Paid agreed to be issued in that 12 month period Ordinary Shares 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

• “E” 13,739,522

• See chapter 19 for defined terms.

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Appendix 3B Page 11

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	13,739,522
Subtract“E” Note: number must be same as shown in Step 3	13,739,522
Total[“A” x 0.10] – “E”	Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12