ST GEORGE MINING LIMITED — Capital/Financing Update 2018

Jun 28, 2018

ASX / MEDIA RELEASE

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29 June 2018

ST GEORGE FUNDED FOR ESCALATION OF DRILLING AT MT ALEXANDER

Emerging Western Australian nickel company St George Mining Limited (ASX: SGQ ) (“St George” or “the Company”) is pleased to confirm that, further to the ASX Release dated 25 June 2018, it has completed a private placement of ordinary shares to raise $2.7 million (“Placement”).

The new funding will support an expanded drill programme at the Mt Alexander Project which will involve:

• Diamond drilling of new electromagnetic (EM) conductors at the Investigators Prospect

• RC (reverse circulation) and diamond drilling at the Stricklands Prospect as part of ongoing definition drilling

Drilling is scheduled to resume at Mt Alexander on or about 8 July 2018.

The Company has issued 19,335,711 fully paid ordinary shares at $0.14 per share.

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

Fully Paid Ordinary Shares 298,116,211 Listed Options exercisable at $0.20 on or before 30 September 2020 24,579,714

The shares issued under the Placement were issued pursuant to the Company’s 15% placement capacity under ASX Listing Rule 7.1, and were placed pursuant to Section 708 of the Corporations Act 2001 (“the Act”).

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

For further information, please contact:

John Prineas

Executive Chairman St George Mining Limited (+61) 411 421 253 John.prineas@stgm.com.au

Peter Klinger

Media and Investor Relations Cannings Purple +61 (0) 411 251 540 pklinger@canningspurple.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

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 be issued 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)	Fully Paid Ordinary Shares
	19,335,711
	Fully Paid Ordinary Shares

• 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	Yes
	$0.14 per share
	Issued pursuant to a placement to sophisticated investors.
	Yes
	22 November 2017
	19,335,711 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.	Nil
	Nil
	Nil
	Nil
	N/A
	See Annexure 1
	28 June 2018

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

Number +Class 8 Number and +class of all 298,116,211 Fully Paid Ordinary Shares +securities quoted on ASX ( including the[+] securities in section 24,579,714 Options ex. $0.20 on or 2 if applicable) before 30 September 2020 Number +Class 9 Number and +class of all 3,500,000 Unlisted Options ex. $0.25 on or before 2 +securities not quoted on ASX December 2019 ( including the[+] securities in section 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

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 be N/A offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 4

Appendix 3B New issue announcement

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 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	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

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? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 6

Appendix 3B New issue announcement

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 ]

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A

• 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: 28 June 2018 Company Secretary

Print name: Sarah Shipway

== == == == ==

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 8

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

art 1	art 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	250,359,725
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	30 June 2017 ‐ 1,100 Fully Paid Ordinary Shares ‐ Exercise of Options 27 October 2017 ‐ 2,650 Fully Paid Ordinary Shares ‐ Exercise of Options 4 December 2017 – 1,636 Fully Paid Ordinary Shares ‐ Exercise of Options 19 December 2017 – 83,238 Fully Paid Ordinary Shares – Exercise of Options 3 January 2018 – 17,000 Fully Paid Ordinary Shares – Exercise of Options 17 January 2018 – 24,647 Fully Paid Ordinary Shares – Exercise of Options 12 February 2018 – 42,500 Fully Paid Ordinary Shares – Exercise of Options 19 February 2018 – 1,500 Fully Paid Ordinary Shares – Exercise of Options 27 February 2018 – 3,336 Fully Paid Ordinary Shares – Exercise of Options 12 March 2018 – 8,750 Fully Paid Ordinary Shares – Exercise of Options 20 March 2018 – 1,632 Fully Paid Ordinary Shares – Exercise of Options

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

	20 March 2018 – 5,000,000 Fully Paid Ordinary Shares – Conversion of Performance Shares 27 March 2018 – 10,440 Fully Paid Ordinary Shares – Exercise of Options 11 April 2018 – 47,226 Fully Paid Ordinary Shares – Exercise of Options 27 April 2018 – 37,340 Fully Paid Ordinary Shares – Exercise of Options
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	N/A
“A”	255,642,720
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	38,346,408
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:	3 October 2017 ‐ 577,083 Listed Options 20 March 2018 – 500,000 Fully Paid Ordinary Shares 20 March 2018 ‐ 95,000 Listed Options 27 March 2018 – 277,778 Fully Paid Ordinary Shares 28 June 2018 – 19,335,711 Fully Paid Ordinary Shares
• 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
“C”	20,785,572
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

•	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
“C”		20,785,572
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10

“A” x 0.15 Note: number must be same as shown in Step 2	38,346,408
Subtract“C” Note: number must be same as shown in Step 3	20,785,572
Total[“A” x 0.15] – “C”	17,560,836[Note: this is the remaining placement capacity under rule 7.1]

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

art 2	art 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” Note: number must be same as shown in Step 1 of Part 1	255,642,720
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	25,564,272
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period 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	20 March 2018 – 22,360,002 Fully Paid Ordinary Shares
“E”	22,360,002

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

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	25,564,272
Subtract“E” Note: number must be same as shown in Step 3	22,360,002
Total [“A” x 0.10] – “E”	3,204,270 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12

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28 June 2018

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 28 June 2018, St George Mining Limited ( Company ) issued 19,335,711 fully paid ordinary shares in the capital of the Company ( Shares ) at an issue price of $0.14 per Share via a placement to sophisticated and professional Investors (as defined in the Corporations Act 2001 ( the Act ). The placement was previously announced on 25 June 2018.

The Company gives notice pursuant to 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 28 June 2018, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

• (c) as at 28 June 2018, the Company has complied with section 674 of the Act;

• (d) as at 28 June 2018, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

Yours faithfully

St George Mining Limited

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