ST GEORGE MINING LIMITED — Capital/Financing Update 2016

Dec 1, 2016

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
• 1. Listed Options 2. Class A Performance Shares 3. Class B Performance Shares

1. 3,500,000

2. 50 3. 50

• 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)
• 1. Listed Options exercisable at $0.20 on or before 30 June 2017
• 1. Class A Performance Shares terms and conditions are detailed in the Notice of Annual General Meeting dated 5 October 2016
• 1. Class B Performance Shares terms and conditions are detailed in the Notice of Annual General Meeting dated 5 October 2016

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue date	1.Yes2.No
	with an existing +class of quoted	3.No
	+securities?
	If the additional +securities do not
	rank equally, please state:the date from which they do
	theextenttowhichthey
	participateforthenextdividend, (in the case of a
	trust, distribution) or interestpayment
	the extent to which they do
	not rank equally, other than inrelation to the next dividend,
	distributionorinterestpayment
5	Issue price or consideration	1.Nil
		2.Nil
		3.Nil
6	Purpose of the issue	1.Issue in consideration of advisory services
	(If issued as consideration for the	provided
	acquisitionofassets,clearlyidentify those assets)	2.Issued pursuant to Resolutions 3, 4, 5, 6
		and 7 passed at the Company's AnnualGeneral Meeting held on 23 November
		2016
		3.Issued pursuant to Resolutions 3, 4, 5, 6and 7 passed at the Company's Annual
		General Meeting held on 23 November
		2016
6a	Is the entity an +eligible entity that	Yes
	hasobtainedsecurityholder
	approval under rule 7.1A?
	If Yes, complete sections 6b – 6h
	in relation to the +securities thesubject of this Appendix 3B, and
	comply with section 6i
6b	Thedatethesecurityholder	23 November 2016
	resolution under rule 7.1A was
	passed
6c	+securitiesNumberofissued	N/A
	without security holder approvalunder rule 7.1

+ 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
+class8Numberandofall+securitiesquotedonASX+securities(includingthein	250,359,725	FullyPaidOrdinaryShares
section 2 if applicable)	50,854,622	Options ex. $0.20 onorbefore30June2017

3,500,000 Listed Options Date of Meeting: 30 September 2016 50 Class A Performance Shares and 50 Class B Performance Shares Date of Meeting: 23 November 2016

N/A

N/A

N/A

N/A

See Annexure 1

2 December 2016

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	600,000	ClassEOptionsex.$0.50 on or before 28November 2017
		50	Class A PerformanceShares
		50	Class B PerformanceShares
10	Dividend policy (in the case of a	N/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	+Recorddatetodetermine	N/A
16	entitlementsWill holdings on different registers	N/A
	(or subregisters) be aggregated forcalculating entitlements?
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
30	How do security holders sell theirentitlementsinfullthroughabroker?	N/A

+ See chapter 19 for defined terms.

• 31 How do security holders sell part of their entitlements through a broker and accept for the balance? N/A
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Issue date N/A

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+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 not	N/A
	rankequally,otherthaninrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversionofanother +security, clearly identifythat 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: 2 December 2016 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 lineitems	28 January 2016 – 3,500,000 Fully Paid OrdinaryShares – Approved at General Meeting held on25 January 201623 March 2016 – 27,169,591 Fully Paid OrdinaryShares – Approved at the General Meeting heldon 10 May 201622 April 2016 – 16,497,647 Fully Paid OrdinaryShares ‐ Share Purchase Plan27 May 2016 – 1,160 Fully Paid Ordinary Shares– Exercise of Options19 May 2016 – 43,165,470 Fully Paid OrdinaryShares – Approved at the General Meeting heldon 30 September 2016
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	N/A
"A"	250,359,725
Step 2: Calculate 15% of "A"
"B"	0.15

+ See chapter 19 for defined terms.

[Note: this value cannot be changed]
37,553,958
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has
Nil
0

"A" x 0.15	37,553,958
Note: number must be same as shown in Step 2
Subtract "C"	0
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	37,553,958
	[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 entities
Step 1: Calculate "A", the base figure from which the placement capacity iscalculated
"A"	250,359,725
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	25,035,972
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that hasalready been used
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"	0

+ 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	25,035,972
Note: number must be same as shown in Step 2
Subtract "E"	0
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"	25,035,972
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.