De Grey Mining : Appendix 3B

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

DE GREY MINING LIMITED

ABN

65 094 206 292

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

Listed Fully Paid Ordinary Shares

Up to 381,198,414 Fully Paid Ordinary Shares

3	Principal terms of the +securities Fully Paid Ordinary Shares
	(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)

+ See chapter 19 for defined terms.

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Appendix 3B Page 1

1. 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:
2. • 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
3. Issue price or consideration
4. 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
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)

Yes, the shares will rank equally with the ordinary shares currently on issue.

$0.05 per share

Issued pursuant to the renounceable Entitlement Offer announced 18 July 2019

Yes

28 November 2018

Nil

Nil

Nil

6f	Number of +securities issued under an	Up to 381,198,414 Fully Paid Ordinary Shares
	exception in rule 7.2
6g	If +securities issued under rule 7.1A,
N/A
	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
N/A
	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
Listing Rule 7.1: 64,138,555
	capacity under rule 7.1 and rule 7.1A -
	complete Annexure 1 and release to	Listing Rule 7.1A: 42,759,037
	ASX Market Announcements
7	+Issue dates
			14 August 2019
	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.

+ See chapter 19 for defined terms.

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Appendix 3B Page 2

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
After the Placement	Fully Paid Ordinary
(announced 18 July	Shares
2019) and the
Entitlements Offer
there is expected to
be up to
869,132,384 fully
paid ordinary shares
on issue based upon
the 427,590,370
fully paid ordinary
shares on issue as at
the date of this
Appendix 3B and
60,343,600 fully
paid ordinary shares
issued under the
Placement and up to
381,198,414 fully
paid ordinary shares
expected to be
issued under the
Entitlements Offer
(assuming no
options are
exercised prior to
the record date).

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

14,250,000 Unlisted options, exercise price $0.10 expiry 31/10/2020

33,333,333 Unlisted options, exercise price $0.20 expiry 30/11/2019

12,500,000 Unlisted options, exercise price $0.25 expiry 30/11/2019

17,250,000 Unlisted options, exercise price $0.30 expiry 30/05/2021

6,700,000

Performance rights

N/A

+ See chapter 19 for defined terms.

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Appendix 3B Page 3

Part 2 -Pro rata issue

11 Is security holder approval No required?

12	Is the issue renounceable or non-	Renounceable
	renounceable?
13	Ratio in which the +securities will
1 for 1.28
	be offered
14	+Class of +securities to which the
Fully Paid Ordinary Shares
	offer relates
15	+Record date to determine
24 July 2019
	entitlements

1. Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements?
2. Policy for deciding entitlements in relation to fractions
3. 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.

N/A

Fractions of New Shares will be rounded up to the nearest whole number

Shareholders with a registered address in Australia, New Zealand and, subject to certain qualifications, Canada (British Columbia, Ontario and Quebec only), Hong Kong and the Netherlands, together with shareholders who are eligible US Fund Managers, are eligible to participate in the offer (Eligible Shareholders). Shareholders who are not Eligible Shareholders will not be sent offer documents.

19 Closing date for receipt of 7 August 2019 acceptances or renunciations

20	Names of any underwriters	Bell Potter Securities Limited
21	Amount of any underwriting fee or
See 23.
	commission
22	Names of any brokers to the issue
	Bell Potter Securities Limited

+ See chapter 19 for defined terms.

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Appendix 3B Page 4