TUNGSTEN MINING NL — Regulatory Filings 2018

May 15, 2018

==> picture [596 x 101] intentionally omitted <==

ASX Announcement

Placement increased to $47 million

The Directors of Tungsten Mining NL (ASX: TGN) (“TGN” or “the Company”) are pleased to advise that further to its announcement on 16 April 2018 the proposed placement has been significantly oversubscribed and the Company has agreed to accept oversubscriptions.

The Company now has firm commitments for a placement to sophisticated and institutional investors to raise approximately $47 million (“Placement”).

The placement will be made in two tranches, with the first tranche of some 63,416,902 shares and 12,512,380 attaching options to be made utilising the Company’s placement capacity in accordance with ASX Listing Rule 7.1.

The second tranche will be completed subject to shareholder approval at an upcoming General Meeting to be held in June 2018.

Placement Terms

The placement of approximately 138,235,293 shares will be issued to sophisticated and institutional investors at an issue price of 34 cents per fully paid ordinary share. For every five (5) new shares subscribed applicants will receive one (1) attaching option (approximately 27,647,059 options in total). The options will be unlisted and are exercisable by payment of 60 cents on or before 31 December 2019.

Use of Funds

Funds raised by the first tranche will be used to advance development activities at the Company’s Mt Mulgine Tungsten Project, in particular to advance (fast track) studies related to large scale mining and processing operations at Mt Mulgine, and for general working capital purposes.

The additional funds will allow the Company, subject to receiving shareholder approval, to accelerate concurrent work at Mt Mulgine; to deploy additional resources; to complete the recent agreement to acquire the Watershed Tungsten Project (ASX 2 May 2018); and to take advantage of other acquisition opportunities as they arise.

The Company has completed allotment of the first tranche and an Appendix 3B is attached.

-ENDS-

16 May 2018

For further information:

Craig Ferrier Chief Executive Officer Ph: +61 8 9486 8492 E: craig.ferrier@tungstenmining.com

Mark Pitts Company Secretary Ph: +61 8 9316 9100 E: mark.pitts@tungstenmining.com.au

m

Tungsten Mining NL 97 Outram Street PO Box 517 T +61 8 9486 8492 E info@tungstenmining.com ABN 67 152 084 403 West Perth WA 6005 West Perth WA 6872 F +61 8 9322 2370 W www.tungstenmining.com

.

About Tungsten Mining

Emerging Australian tungsten developer, Tungsten Mining NL is an Australian based resources company listed on the Australian Securities Exchange. The Company’s prime focus is the exploration and development of tungsten projects in Australia.

Tungsten (chemical symbol W), occurs naturally on Earth, not in its pure form but as a constituent of other minerals, only two of which support commercial extraction and processing - wolframite ((Fe, Mn)WO4) and scheelite (CaWO4).

Tungsten has the highest melting point of all elements except carbon – around 3400°C giving it excellent high temperature mechanical properties and the lowest expansion coefficient of all metals. Tungsten is a metal of considerable strategic importance, essential to modern industrial development (across aerospace and defence, electronics, automotive, extractive and construction sectors) with uses in cemented carbides, high-speed steels and super alloys, tungsten mill products and chemicals.

Tungsten Mining has three advanced tungsten projects in Australia: the Mt Mulgine Project in the Murchison region, the Big Hill Project in the Pilbara region and the Kilba Project in the Ashburton region of Western Australia

Tungsten Mining is implementing a staged approach to the development of the Mt Mulgine Tungsten Project, initially focussed on a low capital start-up from Mulgine Hill, directed at demonstrating a pathway to positive cash flow and the basis for large scale mining and processing operations at Mulgine Trench.

Appendix 3B New issue announcement

lpRule 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

Tungsten Mining NL 67 152 084 403

ABN

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	a) Fully paid ordinary shares b) Unlisted Options to acquire ordinary shares
	a) 63,416,902 fully paid ordinary shares b) 12,683,380 unlisted options
	b) Unlisted options are exercisable by payment of 60 cents on or before 31 December 2019.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in a) Yes all respects from the[+] issue date b) No, once options are exercised, the shares will with an existing[+] class of quoted rank equally in all respects +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 $0.34 6 Purpose of the issue Placement undertaken to advance development (If issued as consideration for the activities at the Company’s Mt Mulgine Tungsten acquisition of assets, clearly Project, in particular to advance (fast track) studies identify those assets) related to large scale mining and processing operations at Mt Mulgine, acquisitions and for general working capital purposes. 6a Is the entity an[+] eligible entity that Yes 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 24 November 2017 resolution under rule 7.1A was passed 6c Number of +securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A 6e Number of[+] securities issued with Nil security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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)	Nil	Nil
	N/A
	N/A
	6,753 equity securities under LR 7.1 55,738,023 equity securities under LR 7.1A
	16 May 2018
	Number	+Class
	628,297,132	Fully paid ordinary shares.

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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
	42,743,797 16,000,000 9,250,000 12,683,380	Unlisted options exercisable at $0.03, expiring on 31 December 2019 Unlisted Director Options: a) 3,200,000 unlisted options vested on grant, exercisable at $0.03, expiring 23 December 2020, b) 3,200,000 unlisted options, vested on 23 December 2017, exercisable at $0.04, expiring 20 December 2020, c) 9,600,000 unlisted options, vesting 23 December 2018, exercisable at $0.05, expiring 20 December 2020. Unlisted Employee Options: a) 1,850,000 unlisted options vested on grant, exercisable at $0.03, expiring 6 February 2021. b) 1,850,000 unlisted options vested on achievement of certain Key Performance Indicators and will have an exercise price of $0.04, expiring 6 February 2021. c) 5,550,000 unlisted options vested on achievement of certain Key Performance Indicators and will have an exercise price of $0.05, expiring 6 February 2021. Placement Options exercisable by payment of $0.60 on or before 31 December 2019.
	N/A

Part 2 - Pro rata issue

11	Is security holder approval required?
12	Is the issue renounceable or non-
	renounceable?

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

13	Ratio in which the+securities will	be
	offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
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

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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?
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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

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)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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.

==> picture [111 x 50] intentionally omitted <==

Sign here: ................................................. Date: 16 May 2018 (Company Secretary) Print name: Mark Pitts

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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

==> picture [404 x 383] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 395,479,062
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 138,731,788 ordinary shares pursuant to
securities issued in that 12 month the non-renounceable entitlement issue
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
23,169,380 ordinary shares issued on
securities issued in that 12 month
exercise of unlisted options in accordance
period with shareholder approval
with the terms of the prospectus for a non-
• Number of partly paid [+] ordinary renounceable entitlement issue that was
securities that became fully paid in that announced to the market on 11 December
12 month period 2016
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
Subtract the number of fully paid -
+ ordinary securities cancelled during that
12 month period
“A” 557,380,230
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	83,607,035
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	7,500,000 issued as part consideration to Pilbara Minerals Limited for the acquisition of a modular processing plant announced to the ASX on 21 July 2017 63,416,902 issued as tranche 1 of a placement announced to ASX on 16 May 2018. 12,683,380 issued as free attaching unlisted options to tranche 1 of the placement announced to ASX on 16 May 2018.
“C”	83,600,282
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	83,607,035
Subtract“C” Note: number must be same as shown in Step 3	83,600,282
Total[“A” x 0.15] – “C”	6,753 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Part 2

==> picture [354 x 12] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
----- End of picture text -----

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 557,380,230 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 55,738,023

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

Insert number 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

• “E” -

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

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	55,738,023
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	55,738,023 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013