ST GEORGE MINING LIMITED — Capital/Financing Update 2016

Apr 21, 2016

ASX / MEDIA RELEASE

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22 April 2016

ST GEORGE COMPLETES HEAVILY OVERSUBSCRIBED SHARE PURCHASE PLAN

St George Mining Limited (ASX: SGQ ) (‘St George Mining’ or ‘the Company’) is pleased to confirm that the Share Purchase Plan (SPP) launched on 1 April 2016 has now been completed.

Total applications received under the SPP amounted to $1,864,910. This unprecedented demand for new shares under the SPP required the Company to scale back applications so that an opportunity was provided for all shareholders to participate in the SPP, particularly smaller shareholders who could not participate in the recent private placement to institutional and sophisticated investors completed on 24 March 2016.

The scale back policy applied to the SPP is:

1. Applications for the minimum amount of $2,550 will receive that amount in full.

2. Applications for $5,100 will receive that amount in full.

3. Applications for $8,500 will be scaled back to $5,100.

4. Applications for $14,960 will be scaled back to $8,500.

New shares will be allotted to shareholders today, with Computershare arranging the mailing of refund cheques (where applicable).

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

“We are grateful to our shareholders for their strong support under the SPP.

“Drilling of nickel‐copper sulphide targets is now underway at Mt Alexander, and exciting drill programmes are planned to commence next month at our East Laverton Project – including the first ever drilling of high priority gold targets.

“These drill programmes have an excellent potential to significantly grow the value of our Company, and we look forward to reporting exploration results soon.”

The Company has allotted 16,380,000 fully paid ordinary shares under the SPP at $0.085 to raise a total of $1,392,300.

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

Fully Paid Ordinary Shares 207,193,095 Listed Options exercisable at $0.20 on or before 30 June 2017 38,722,688

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

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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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

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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22 April 2016

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 22 April 2016, St George Mining Limited (Company) issued 117,647 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 22 April 2016, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

• (c) as at 22 April 2016, the Company has complied with Section 674 of the Act;

• (d) as at 22 April 2016, 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) Ordinary Shares 2 Number of[+] securities issued or to (a) 16,380,000 be issued (if known) or maximum (b) 117,647 number which may be issued 3 Principal terms of the[+] securities (a) Fully Paid Ordinary Shares (e.g. if options, exercise price and (b) Fully Paid Ordinary Shares expiry date; if partly paid +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) $0.085 (b) $0.085
	(a) Issued pursuant to the St George Mining 1 April 2016 Share Purchase Plan (“SPP”). (b) Issued pursuant to a placement to sophisticated investors completed on 24 March 2016.
	Yes
	27 November 2015
	117,647 Fully Paid Ordinary Shares

• 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)	N/A	N/A
	N/A
	16,380,000 Fully Paid Ordinary Shares
	N/A
	N/A
	See Annexure 1
	22 April 2016
	Number	+Class
	207,193,095 38,722,688	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
	3,029,525 600,000 600,000	Options ex. $0.30 on or before 30 June 2016 Class D Options ex. $0.30 on or before 28 November 2016 Class E Options ex. $0.50 on or before 28 November 2017
	N/A

Part 2 ‐ Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or non‐ N/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions

• 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 their entitlements through a broker and accept for the balance?

N/A

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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

42 Number and[[+]] class of all[[+]] securities 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: 22 April 2016 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	111,831,806
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	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 17 November 2015 – 22,630,631 Fully Paid Ordinary Shares – Approved at General Meeting held on 25 January 2016 28 January 2016 – 3,500,000 Fully Paid Ordinary Shares – Approved at General Meeting held on 25 January 2016 22 April 2016 – 16,380,000 Fully Paid Ordinary Shares – Share Purchase Plan
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	N/A
“A”	179,905,857

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	26,985,878
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	23 March 2016 – 10,817,006 Fully Paid Ordinary Shares 1 April 2016 – 4,550,194 Options Exercisable at $0.20 on or before 30 June 2017 22 April 2016 – 117,647 Fully Paid Ordinary Shares
“C”	15,484,847
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	26,985,878
Subtract“C” Note: number must be same as shown in Step 3	15,484,847
Total[“A” x 0.15] – “C”	11,501,031 [Note: this is the remaining placement capacity under rule 7.1]

under rule 7.1
“A” x 0.15	26,985,878
Note: number must be same as shown in Step 2
Subtract“C”	15,484,847
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	11,501,031
	[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” 179,905,857 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 17,990,585

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

already been used	already been used
Insertnumber of+equity securities issued or		23 March 2016 – 16,352,585 Fully Paid Ordinary
agreed to be issued in that 12 month period		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”		16,352,585

• See chapter 19 for defined terms.

04/03/2013

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

Appendix 3B New issue announcement	Appendix 3B New issue announcement
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	17,990,585
Subtract“E” Note: number must be same as shown in Step 3	16,352,585
Total[“A” x 0.10] – “E”	1,638,000 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12