ST GEORGE MINING LIMITED — Capital/Financing Update 2016

Mar 31, 2016

ASX / MEDIA RELEASE

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1 April 2016

ST GEORGE OPENS SHARE PURCHASE PLAN AS EXPLORATION CAMPAIGN ACCELERATES

HIGHLIGHTS:

• Share Purchase Plan (SPP) opens today and is scheduled to close on 15 April 2016

• Drilling of massive nickel‐copper sulphide targets at Mt Alexander Project planned to commence on 18 April 2016

• Drilling of gold and massive nickel sulphide targets at East Laverton Project planned to commence in mid‐May 2016

St George Mining Limited (ASX: SGQ ) (‘St George Mining’ or ‘the Company’) is pleased to confirm that a Share Purchase Plan (SPP) for existing shareholders has been launched today. The SPP allows shareholders to acquire shares in St George at the price of $0.085, which is the same price paid by investors under the heavily oversubscribed private placement completed on 24 March 2016.

The SPP is scheduled to close on 15 April 2016, but may close earlier if fully subscribed before that date. For the full terms and conditions of the SPP, please see the attached SPP Offer Booklet.

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

“We are about to commence our most highly anticipated drill programmes.

“On 18 April, we will start drilling electromagnetic (EM) targets at Mt Alexander. High grade nickel‐copper sulphide mineralisation has already been discovered by BHP Billiton at the Project and we believe our planned drilling at the Cathedrals Prospect and new Stricklands target has a high chance of further success.

“We then start drilling at East Laverton where our targets will include the 200,000 Siemens EM conductor at Windsor and our high priority gold targets at Ascalon and Bristol.

“We are pleased to offer our loyal shareholders an opportunity to increase their holding in St George ahead of these exciting drill programmes.”

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

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ST GEORGE MINING LIMITED – SHARE PURCHASE PLAN

Not for release or distribution in the United States

1 April 2016

Dear Shareholder,

Offer to participate in St George Mining - Share Purchase Plan

The Directors of St George Mining Limited ( “SGQ” or “the Company” ) are pleased to offer you the opportunity to participate in the St George Mining Share Purchase Plan ( “SPP” ), which provides you with the opportunity to increase your shareholding at a discount to the market price and without paying brokerage or other transaction costs, with the funds raised being deployed towards the Company’s Western Australian projects, including the upcoming drilling campaigns at the Mt Alexander and East Laverton projects.

SPP Details

The SPP offers eligible shareholders the opportunity to purchase shares in the Company ( “New Shares” ) to a value of A$2,550, A$5,100, $A8,500 or A$14,960.

The SPP is not underwritten and will be capped at a total amount of $255,000. An appropriate scale-back policy will be applied if valid applications exceed $255,000.

The offer price for the New Shares will be $0.085 per New Share. This represents approximately a 10% discount to the volume weighted average price of SGQ shares for the five days on which the sale of SGQ shares were recorded prior to the announcement of the SPP of $0.097. The offer price also represents a 7% discount to the last traded price on 23 March 2016 (the day on which trading occurred immediately prior to the announcement of the SPP) of A$0.093.

Any New Shares not subscribed for by eligible shareholders under the SPP will comprise the shortfall ( “SPP Shortfall” ) and may be offered to investors to whom disclosure is not required to be made under section 708 of the Corporations Act (for example, sophisticated, professional and institutional investors) as a separate placement at the discretion of the Directors.

The Company reserves absolute discretion regarding the amount raised under the SPP and the exercise of its rights to accept additional funds or to scale-back applications. Should a scale-back happen, you may be allocated New Shares to a value which is less than the parcel of New Shares you applied for and the difference will be refunded to you.

Funds raised under the SPP will be used towards the Company’s Western Australian projects, including the upcoming drilling campaigns at the Mt Alexander and East Laverton projects.

Participation in the SPP is entirely optional and open to shareholders who were holders of fully paid ordinary shares in SGQ as at 4pm (WST) on 23 March 2016, and whose registered address is in Australia or New Zealand.

The SPP will open on (and the SPP documents will be despatched to eligible shareholders by) 1 April 2016 and will remain open until 5pm (WST) on 15 April 2016. As soon as practicable after the close of the SPP, the Company will make an announcement as to the outcome of the SPP and the number of New Shares to be issued. In the event that the SPP is fully subscribed before 15 April 2016, the Company will close the SPP and applications received thereafter will not be considered or accepted.

The offer of New Shares under the SPP is made pursuant to the SPP Offer Booklet and SPP Application Form (enclosed).

These documents are important and should be read thoroughly in conjunction with the publicly available information relating to the Company. If you are unsure about whether to participate in the SPP, please contact your professional advisors. If you require further information, please contact the Company Secretary (contact details are in the enclosed instructions).

The total number of New Shares that will be issued pursuant to each of the various subscription amounts are set out below:

Amount payable for parcel (issue price of $0.085 per New Share)	Number of New Shares applied for
A$2,550	30,000

ST GEORGE MINING LIMITED ACN 139 308 973

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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A$5,100	60,000
A$8,500	100,000
A$14,960	176,000

Key Dates for SPP

Date (and time if relevant)	Event
4pm WST, 23 March 2016	Record Date The date and time on which the Company determines who is eligible to participate in the SPP.
1 April 2016	Opening Date
5pm WST, 15 April 2016	Closing Date Application Forms together with payment by cheque or money order must be received by this time and date. Note:BPAY payments must be received by 3pm WST, 15 April 2016 (which is when the BPAY system closes on the Closing Date).
21 April 2016	Allotment Date The date on which the New Shares are expected to be allotted.
22 April 2016	Trading Date The date on which the New Shares are expected to begin trading.
22 April 2016	Despatch Date Transaction confirmations / holding statements will be sent to shareholders on or around this date.

• The Company may change any of the Key Dates at its discretion (even if the offer has opened or applications have been received).

• In the event that the SPP is fully subscribed before 15 April 2016, the Company will close the SPP and applications received thereafter will not be considered or accepted.

Placement

In addition to the SPP, as announced on 24 March 2016, the Company raised approximately $2.3 million by way of the issue of 27,169,591 shares to institutional investors at the same price as the issue price under the SPP, being $0.085 ( “Placement” ).

Funds raised under the Placement will be used for the same purpose as the funds raised under the SPP.

On behalf of the Board, I invite you to consider this opportunity to increase your investment in SGQ.

Yours sincerely,

_______ John Prineas Executive Chairman For and on behalf of ST GEORGE MINING LIMITED

ST GEORGE MINING LIMITED ACN 139 308 973 Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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Instructions

The SPP opens on 1 April 2016 and under the offer, you may apply for a parcel of New Shares to a value of A$2,550, A$5,100, A$8,500 or A$14,960

The total number of New Shares that will be issued pursuant to each of the various subscription amounts are set out below:

Amount payable for parcel (issue price of $0.085 per New Share)	Number of New Shares applied for
A$2,550	30,000
A$5,100	60,000
A$8,500	100,000
A$14,960	176,000

To apply and pay, you have two options:

Option 1: BPAY®[1]

You can make a payment by BPAY if you have an Australian bank account enabled for this purpose. BPAY customers must follow the instructions contained herein and on the Application Form, and must use the customer reference number shown on the Application Form which is required to identify your holding. If paying by BPAY, you do not need to return your Application Form.

Option 2: Application Form and cheque or money order

You can complete the Application Form and return it to Computershare Investor Services Pty Ltd ( Share Registry ), GPO Box 505, Melbourne VIC 3001 Australia, together with a cheque, bank draft or money order, in accordance with the instructions on the Application Form.

Cheques, bank drafts and money orders must be made payable to “St George Mining Limited” in Australian dollars and drawn on an Australian bank for the correct amount. The Company will not accept payment by cash.

Timing

All payments and applications must be received before 5pm WST, 15 April 2016. You cannot withdraw or cancel your application or BPAY payment once you have sent it in. BPAY payments must be received by 3pm WST, 15 April 2016 (which is when the BPAY system closes on the Closing Date).

Questions

If you have any questions, please contact the St George Mining Limited any time between 9am and 5pm WST Monday to Friday:

For calls within Australia: 08 9322 6600

For calls outside Australia: +61 8 9322 6600

No offer outside Australia or New Zealand

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any country other than Australia and New Zealand. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

ST GEORGE MINING LIMITED ACN 139 308 973

1 ® Registered to Bpay Pty Ltd ABN 69 079 137 518.

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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Terms and Conditions

IMPORTANT NOTICE : The market price of the Company’s shares may rise or fall from now to when the New Shares are allotted to you under the SPP. Therefore, if you apply for and we allot to you New Shares under the SPP, the offer price for those New Shares may be more than, or less than, the market price of the Company’s shares you could buy at that time. By completing and returning the Application Form or making a BPAY payment, you acknowledge this risk. We encourage you to contact your professional adviser regarding whether to participate in the SPP and how much to contribute.

Offer timetable

• (a) The offer timetable is set out in the Key Dates section above and is included in these Terms and Conditions.

• (b) Payment by BPAY, Application Forms, cheques, bank drafts and money orders may not be processed and may not be valid if they have not been received by the Company by the time and date specified for the Closing Date. You must allow adequate time for Application Forms and cheques or money orders forwarded by post to be received by the Share Registry. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

• (c) The Company expects to send a transaction confirmation or holding statement to you shortly after the Despatch Date.

• (d) The Company expects that the New Shares will be allotted under the SPP on the Allotment Date and will commence trading on ASX on the Trading Date. You must confirm your holding before trading in any New Shares you believe have been allotted to you under the SPP.

• (e) At any time, the Company can change the Closing Date, Allotment Date, Despatch Date and the Trading Date (even if the offer has opened, or BPAY payments and Application Forms have been received) by lodging a revised timetable with ASX.

Eligible Shareholders

You are an Eligible Shareholder and may participate in the SPP if you were a registered holder of the Company’s ordinary shares with a registered address in Australia or New Zealand as at 4pm WST on 23 March 2016, unless you hold the Company’s shares on behalf of another person who resides outside Australia or New Zealand (in which case you will not be eligible to participate in respect of the shares of that person).

For New Zealand shareholders, you must still be a shareholder at the Record Date, being 23 March 2016.

The Company has determined that it is not practical for holders of the Company’s shares with registered addresses in other countries to participate.

• Holders receiving more than one offer: If you are the only registered holder of a holding of the Company’s shares, but you receive more than one offer under the SPP (due to multiple registered holdings), you may only contribute a maximum of A$14,960 in applying for New Shares.

• Joint Holders: If 2 or more persons are recorded in the register of members of the Company as jointly holding the Company’s shares, they are considered to be a single registered holder for the purpose of the SPP and they are entitled to participate in the SPP in respect of that single holding only. If as joint holders you receive more than one offer under the SPP due to multiple identical holdings, you may still only contribute a maximum of A$14,960 in applying for New Shares.

• Custodians, trustees and nominees: If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] ( Custodian ), you may contribute a maximum of A$14,960 in applying for New Shares for each beneficiary on whose behalf you or a downstream custodian hold the Company’s shares (but joint holders are taken to be a single holder), subject to providing us with a certificate in accordance with paragraph (d) of “Significance of applying for New Shares” below. If you are not a Custodian, the rules for multiple single holdings apply and you may only contribute a maximum of A$14,960 in applying for New Shares. You are not eligible to participate on behalf of a person who resides outside Australia and New Zealand.

Participation is optional

Participation in the SPP is entirely optional. If you are an Eligible Shareholder, you can choose whether or not to participate.

How much can you invest?

• (a) If you are an Eligible Shareholder, you may apply to buy a parcel of New Shares by contributing a set amount of either A$2,550, A$5,100, A$8,500 or $14,960.

ST GEORGE MINING LIMITED ACN 139 308 973

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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• (b) This parcel may be subject to a scaleback and rounding.

• (c) Unless you are applying as a Custodian, the maximum amount of A$14,960 applies even if you receive more than one Application Form or if you hold shares in the Company in more than one capacity (for example, if you are both a sole and joint holder of shares in the Company - see “Eligible Shareholders” above) and irrespective of the number of Company shares you hold on the Record Date. We can reject any application for New Shares if we believe you have not complied with this condition.

How to apply for New Shares

If you would like to participate in the SPP, you have two options:

Option 1: BPAY

You can make a payment by BPAY if you have an Australian bank account enabled for this purpose. BPAY customers must use the customer reference number shown on the Application Form which is required to identify your holding. If paying by BPAY, you do not need to return your Application Form.

NOTE: By using this BPAY facility to apply for New Shares, you represent that the total of the application price for the following does not exceed A$14,960:

• (a) the shares you are applying for;

• (b) any other shares you are applying for under this SPP, or shares or interests in the class issued under a similar arrangement in the 12 months before this application;

• (c) any other shares or interests in the class which you have instructed a custodian to acquire on your behalf under this SPP; and

• (d) any other shares or interests in the class issued to a custodian under an arrangement similar to this SPP in the 12 months before this application as a result of you instructing the custodian or another custodian, which resulted in you holding a beneficial interest in the shares or interests.

Payment by BPAY may not be processed and may not be valid if it has not been received by the Company by the time and date specified for the Closing Date. You should be aware that the BPAY system closes at 3pm WST and your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Option 2: Application Form and cheque or money order

You must complete an Application Form and return it with a cheque, bank draft or money order in accordance with the instructions on the Application Form.

Cheques, bank drafts and money orders must be made payable to “St George Mining”, in Australian dollars and drawn on an Australian bank for the correct amount. The Company will not accept payment by cash.

Payment by Application Forms, cheques, bank drafts and money orders may not be processed and may not be valid if they have not been received by the Company by the time and date specified for the Closing Date. You must allow adequate time for Application Forms and cheques or money orders forwarded by post to be received by the Share Registry.

The Company’s discretion regarding applications

The Company may accept or reject applications for New Shares under the SPP, including if:

• (a) an Application Form is incorrectly completed, incomplete or otherwise determined by the Company to be invalid;

• (b) if you are a Custodian, and we are not satisfied with your certification for any reason;

• (c) a cheque is dishonoured or has not been completed correctly;

• (d) the correct amount corresponding to your application is not provided with the Application Form or BPAY payment;

• (e) a BPAY payment is not received or is incomplete or invalid;

• (f) unless you are applying as a Custodian, an applicant appears to be contributing more than A$14,960 under the SPP;

• (g) an application is received after the time and date specified as the Closing Date. the Company has a discretion whether or not to accept late BPAY payments, Application Forms and cheques or money orders; or

• (h) the Company believes you are not an Eligible Shareholder,

and the Company must reject applications if required to do so under ASIC Class Order [CO 09/425].

ST GEORGE MINING LIMITED ACN 139 308 973 Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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The Company reserves the right to return your cheque or money order or refund your BPAY payment and not allot you any New Shares.

• (b) If this calculation produces a fractional number, the number of New Shares you will be allotted will be rounded down to the nearest whole number of New Shares and:

Offer price

The offer price for the New Shares will be $0.085 per New Share. This represents approximately a 10% discount to the volume weighted average price of SGQ shares for the five days on which the sale of SGQ shares were recorded prior to the announcement of the SPP of $0.097. The offer price also represents a 7% discount to the last traded price on 23 March 2016 (the day on which trading occurred immediately prior to the announcement of the SPP) of A$0.093.

Applications may be scaled back

• (a) The amount to be raised under the SPP is capped at A$255,000, though the Company reserves the right to change this cap at its discretion by announcement to ASX.

• (b) The Company reserves the right to determine the amount it raises through the SPP, including the right to scale back applications ( Scaleback ).

• (c) If there is a Scaleback you may not receive all the New Shares for which you have applied. Each applicant will be treated equally and scaled back on a pro rata basis. If a Scaleback produces a fractional number when applied to your parcel, the number of New Shares you will be allotted will be rounded down.

• (d) The Company will refund to you by direct credit deposit to your nominated bank account or by cheque, the difference between your application money and the total offer price for the New Shares allotted to you.

Rounding of New Shares

• (a) If you apply for New Shares under the SPP, you agree to contribute a certain amount to buy New Shares rather than to apply for a certain number of New Shares. The number of New Shares you receive will be determined by:

• if there is no Scaleback applied to your allotment, dividing the amount you agree to contribute for New Shares by the offer price (A$0.085); or

• if there is a Scaleback applied to your allotment, dividing the amount you are taken to have contributed by the offer price (A$0.085).

• if there is no Scaleback applied to your allotment, any residual balance will form part of the assets of the Company. You will not receive a refund of this amount, which will always be less than the price of one share issued under the SPP; or

• if there is a Scaleback applied to your allotment, the residual balance from rounding down will be added to the refund you receive from the Scaleback.

No other participation costs

No brokerage, commission or other participation costs are payable by you to acquire New Shares under the SPP.

No interest

No interest will be paid on any application money returned to you.

You cannot transfer your rights under this SPP

Your rights under this offer are personal to you and nonrenounceable. This means, if you are eligible, you cannot transfer your right to purchase New Shares under this SPP to anyone else.

Equal ranking and rights to dividends

New Shares issued under the SPP will, at the time of issue, rank equally with existing New Shares quoted on ASX, with the same voting rights, dividend rights and other entitlements.

Significance of applying for New Shares

If you apply to participate in the SPP:

• (a) you agree that once you have sent in your application or made your BPAY payment, you cannot withdraw or cancel your application and your application is unconditional;

• (b) you confirm that you are an Eligible Shareholder and that you are lawfully permitted to accept the offer under the SPP and participate in the SPP in accordance with these Terms and Conditions and any applicable laws;

• (c) you certify that, even if you have received more than one offer under the SPP or received offers

ST GEORGE MINING LIMITED ACN 139 308 973

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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in more than one capacity, the total of the application price for the following does not exceed $14,960:

  - (j) you accept the risk associated with any refund that may be sent to you by direct credit or cheque to your address shown on the Company’s register;

• the shares you are applying for;

• any other shares you are applying for under this SPP, or shares or interests in the class issued under a similar arrangement in the 12 months before this application;

• any other shares or interests in the class which you have instructed a custodian to acquire on your behalf under this SPP; and

• any other shares or interests in the class issued to a custodian under an arrangement similar to this SPP in the 12 months before this application as a result of you instructing the custodian or another custodian, which resulted in you holding a beneficial interest in the shares or interests;

• (d) if you are a Custodian and are applying for New Shares with a total application price exceeding A$14,960, you agree to certify to us in writing the matters required by ASIC Class Order [CO 09/425] condition 9. Custodians should request a Custodian Certificate when making an application on behalf of participating beneficiaries. To request a Custodian Certificate or if you would like further information on how to apply, you should contact the Share Registry;

• (e) you agree to these Terms and Conditions and you agree not to do anything which would be contrary to the spirit, intention or purpose of the SPP;

• (f) you agree to be bound by the Constitution of the Company;

• (g) you authorise the Company (and its officers or agents) to correct any error or omission in your Application Form and to complete the Application Form by inserting missing details if we elect to do so;

• (h) you agree that the Company may determine that your Application Form is valid and in accordance with these Terms and Conditions, even if it is incomplete, contains errors or is otherwise defective;

• (i) you agree that your application is only effective when received by us and not when posted;

• (k) you are responsible for any dishonour fees or other costs which the Company may incur if your cheque for payment is dishonoured;

• (l) you agree that if there is a rounding down of the number of New Shares and no Scaleback, any remaining balance of your payment after your allotment will form part of the assets of the Company and will not be refunded;

• (m) you agree that the Company and the Share Registry named in the Directory below have not provided you with investment or financial product advice, and that they have no obligation to provide advice to you about your decision to apply for and buy New Shares; and

• (n) you agree that the Company is not liable for any exercise of its discretions referred to in these Terms and Conditions.

Notice to shareholders in New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

No US offer

If you apply to participate in the SPP, you acknowledge and agree that:

• (a) the New Shares have not, and will not be, registered under the US Securities Act of 1933, as amended ( US Securities Act ), or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand;

• (b) you must not send copies of these Terms and Conditions or any other material relating to the SPP to any person in the United States or elsewhere outside Australia or New Zealand;

ST GEORGE MINING LIMITED ACN 139 308 973

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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• (c) you must not submit an Application Form or make payment by BPAY for any person resident outside Australia or New Zealand; and

may affect the future operating and financial performance of the Company and the value of Company shares. You should consult your financial and legal advisers before deciding whether to invest in the New Shares.

• (d) if you do not comply with these restrictions, it may result in violations of applicable securities laws.

Withdrawal, waiver, suspension and termination

The Company reserves the right to withdraw the offer at any time up to the Allotment Date.

The Company reserves the right at any time to:

• (a) waive compliance with any provision of these Terms and Conditions;

• (b) amend or vary these Terms and Conditions; and

• (c) suspend or terminate the SPP.

Any amendment, variation, suspension or termination is binding on all Eligible Shareholders even if Company does not notify you of the event.

Settling disputes

The Company may settle in any manner it sees fit, any difficulties, anomalies or disputes which may arise in connection with the operation of the SPP whether generally or in relation to any participant or any application for Company shares. The Company’s decision is conclusive and binding on all participants and other persons to whom the determination relates. These rights may be exercised by the Company’s Board or any delegate of the Board.

Governing Law

These Terms and Conditions are governed by the laws in force in Western Australia. By accepting this offer, you submit to the non-exclusive jurisdiction of the courts in Western Australia.

No underwriting

The SPP will not be underwritten.

Interpretation

The term “these Terms and Conditions” includes terms and conditions in the Application Form, Instructions and Key Dates.

Risks

A number of risks and uncertainties, which are both specific to the Company and of a more general nature,

ST GEORGE MINING LIMITED ACN 139 308 973

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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Corporate Directory

Registered Office

St George Mining Limited Level 1 Cambridge Street West Leederville WA 6007 Telephone: +61 8 9322 6600 Facsimile: +61 8 9322 6610

Directors

John Prineas – Executive Chairman Tim Hronsky – Executive Director Sarah Shipway – Non Executive Director

Share Registry

Computershare Investor Services Pty Limited Level 11 72 St Georges Terrace Perth, WA, 6000

Telephone: 1300 850 505 +61 3 9415 4000

Legal Advisor

Jeremy Shervington Barrister & Solicitor 52 Ord Street WEST PERTH WA 6005 Telephone: +61 8 9481 8760 Facsimile: +61 8 9481 5142

ST GEORGE MINING LIMITED ACN 139 308 973

Level 1, 115 Cambridge Street, PO Box 1305, West Leederville, WA 6007 | www.stgeorgemining.com.au Phone +618 9322 6600 | Facsimile +618 9322 6610

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ABN 21 139 308 973

For all enquiries:

Phone:

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(within Australia) 08 9322 6600 (outside Australia) +61 8 9322 6600

Web:

www.investorcentre.com/contact

SGQ

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

See overleaf for details of the Offer and how to make your payment

Share Purchase Plan Application Form

 [Your payment must be received by 5.00pm (WST) Friday, 15 April 2016]

This is an important document that requires your immediate attention.

It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the Constitution of St George Mining Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for St George Mining Limited shares on the terms of the Share Purchase Plan (SPP).

St George Mining Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by St George Mining Limited will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. St George Mining Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all Eligible Shareholders even where St George Mining Limited does not notify you of that event.

In addition, by making payment you certify that the aggregate of the application price paid by you for:

• the New Shares the subject of the payment slip overleaf; and

• any other shares and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of the payment,

• does not exceed $14,960.

Step 1: Registration Name & Offer Details

Details of the shareholding and the Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

Your payment must correspond to one of the options detailed overleaf. You may choose one option only. Note that the amount chosen may be subject to scale back in accordance with the terms of the SPP.

Choose one of the payment methods shown below.

BPAY[®] : See overleaf. Do not return the payment slip with BPAY payment.

By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " St George Mining Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

St George Mining Limited Share Purchase Plan Application Form Payment must be received by 5.00pm (WST) Friday, 15 April 2016

Turn over for details of the Offer è

® Registered to BPAY Pty Limited ABN 69 079 137 518

916CR_0_Sample_CA/000001/000001/i

X 9999999991

I ND

Share Purchase Plan Application Form

Registration Name & Offer Details

MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000

[For your security keep your SRN/] HIN confidential.

Entitlement No: 12345678

Offer Details:

4.00pm (WST) Wednesday, 23 March 2016

Record date: Minimum value $2,550 available to purchase: Maximum value $14,960 available to purchase:

Make Your Payment

Pay by Mail:

Biller Code: 153411 Ref No: 1234 5678 9123 4567 89 

Make your cheque, bank draft or money order payable to " St George Mining Limited " and cross " Not Negotiable ". Return your cheque with the below payment slip to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Contact your financial institution to make your payment from your cheque or savings account.

Lodgement of Acceptance

If you are applying for New Shares and your payment is being made by BPAY , you do not need to return the payment slip below. Your payment must be received by no later than 3:00pm (WST) on Friday, 15 April 2016. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor St George Mining Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order the payment slip below must be received by CIS by no later than 5.00pm (WST) Friday, 15 April 2016. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the payment slip below with cheque attached. Neither CIS nor St George Mining Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.

Privacy Notice

The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing privacy@computershare.com.au. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at privacy@computershare.com.au or see our Privacy Policy at http://www.computershare.com/au.

Detach here

Purchase Details for St George Mining Limited (choose one option)

$2,550 (30,000 OR $5,100 (60,000 OR $8,500 (100,000 New Shares) New Shares) New Shares) $14,960 (176,000 12345678 New Shares) Entitlement No: 12345678

Payment must be received by 5.00pm (WST) Friday, 15 April 2016

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Contact Details

Contact Daytime Name Telephone

Cheque Details

Drawer Cheque Number BSB Number

Account Number Amount of Cheque

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