Name of entity

Red Mountain Mining Limited

ABN

119 568 106

1

+Class of +securities issued or to be issued

Fully Paid Ordinary Shares

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

167,500,000 Shares

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

4

Do the +securities rank equally in all respects from the date of allotment 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

Yes

5

Issue price or consideration

167,500,000 Shares issued at an issue price of $0.01 per Share

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

167,500,000 Shares issued to professional and sophisticated investors pursuant to the Placement, as announced 23 September 2016.

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

Yes

6b

The date the security holder resolution under rule 7.1A was passed

16 November 2015

6c

Number of +securities issued without security holder approval under rule 7.1

None

6d

Number of +securities issued with security holder approval under rule 7.1A

None

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

167,500,000 Shares, as approved at the General Meeting on 20 September 2016.

6f

Number of securities issued under an exception in rule 7.2

None

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.

N/A

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

N/A

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

7.1: 40,281,327

7.1A: 26,854,218

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

7 October 2016

Number

+Class

8

Number and +class of all

+securities quoted on ASX (including the securities in section 2 if applicable)

268,542,182

7,500,003

44,761,867

Fully paid ordinary Shares

RMXOE Listed Options exercisable at $0.1184 each on or before 15 September 2017

RMXOF Listed Options exercisable at $0.048 each on or before 31 March 2018

Number

+Class

1,093,750

46,875

70,313

70,313

146,360

146,360

146,360

Options exercisable at

$0.096 on or before 24 December 2018

Class A Performance Rights convertible to Shares on or before 18 November 2016, subject to vesting conditions ($1.60 share price and 12 months continued service from grant date).

Class B Performance Rights convertible to Shares on or before 18 November 2017, subject to vesting conditions ($3.20 share price and 24 months continued service from grant date).

Class C Performance Rights convertible to Shares on or before 18 November 2018, subject to vesting conditions ($4.80 share price and 36 months continued service from grant date).

Class F Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions.

Class H Performance Rights convertible to Shares on or before 1 December 2017, subject to vesting conditions.

Class I Performance Rights convertible to Shares on or before 1 December 2018, subject to vesting conditions.

N/A