ST GEORGE MINING LIMITED — Share Issue/Capital Change 2013

Jan 10, 2013

ASX / MEDIA RELEASE

11 January 2013

AMENDED APPENDIX 3B

Please find attached an amendment to the Appendix 3B released on 10 January 2013.

The Appendix 3B relates to the issue of 350,000 ordinary shares in St George Mining Limited ("St George") to White Cliff Minerals Limited ("White Cliff") as part consideration under the Letter of Agreement dated 10 January 2013.

Under the Letter of Agreement, St George has secured first ranking priority for its exploration licence application E39/1722, comprising of 12 graticular sub-blocks contiguous to the Company's East Laverton Property.

Total consideration payable by St George to White Cliff under the Letter of Agreement comprises of 350,000 ordinary shares and $70,000 cash.

For further information, please contact:

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

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

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

Ordinary Shares

350,000

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, 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

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +class ofquoted +securities?If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	Yes
5	Issue price or consideration	$0.20
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	PartconsiderationdueundertheLetterofAgreement dated 10 January 2013.
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6h in+securitiesrelationtothethesubject of this Appendix 3B, andcomply with section 6i	N/A
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	N/A
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	N/A

+ 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 Dates of entering +securities into uncertificated holdings or despatch of certificates
• 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
66,981,000	FullyPaidOrdinaryShares
48,508,000	Options exercisable at$0.20 on or before 28November 2014

N/A

N/A

N/A

N/A

N/A

N/A

10 January 2013

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	100	Performance Shares
	+securities not quoted on ASX
	(including the securities in section	450,000	Class A Options exercisable at
	2 if applicable)		$0.20onorbefore28
			November 2013
		450,000	Class B Options exercisable at
			$0.25onorbefore28
			November 2014
		600,000	Class C Options exercisable at
			$0.40onorbefore28
			November 2015

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securities willbe offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
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 whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
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	Iftheissueiscontingenton+securityholders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto 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

+ See chapter 19 for defined terms.

30	How do +security holders sell theirentitlementsinfullthroughabroker?	N/A
31	How do +security holders sell partof their entitlements through abroker and accept for the balance?	N/A
32	How do +security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Despatch 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 theadditional +securities, and the number and percentage of additional +securities heldby those holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,000

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	N/A
	+quotation is sought
39	+securitiesClassofforwhichquotation is sought	N/A
40	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?	N/A
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period	N/A
	(ifissueduponconversionofanother security, clearly identifythat other security)
		Number	+Class
42	Number and +class of all +securities(includingquotedonASXthesecurities in clause 38)	N/A	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 noone 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 not available now, 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 ShipwayCompany secretary	Date: 11 January 2013
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

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securitieson issue 12 months before date of issue oragreement to issue	63,018,000
Add the following:•Number of fully paid ordinary securities	18 October 2012 – 3,500,000 Fully Paid OrdinaryShares
issued in that 12 month period under anexception in rule 7.2	30 November 2012 – 33,000 Fully Paid OrdinaryShares
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval
•Number of partly paid ordinary securitiesthat became fully paid in that 12 monthperiod
Note:•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
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	N/A
"A"	66,551,000

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	9,982,650

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	2 November 2012 – 80,000 Fully Paid OrdinaryShares
•Under an exception in rule 7.2	2 November 2012 – 500,000 Listed Optionsexercisable at $0.20 on or before 28 November2014
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4	10 January 2013 – 350,000 Fully Paid OrdinaryShares
Note:
•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) the securities
the subject of the Appendix 3B to which thisform is annexed
•It may be useful to set out issues ofsecurities on different dates as separate lineitems
"C"	930,000

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	9,982,650
Note: number must be same as shown in Step 2
Subtract "C"	930,000
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	9,052,650
	[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 entitiesStep 1:Calculate "A", the base figure from which the placement capacity iscalculated
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	6,655,100
has already been usedInsert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A	N/A
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"	NIL

+ 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	6,655,100
Note: number must be same as shown in Step 2
Subtract "E"	NIL
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"	6,655,100
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.