De Grey Mining : Appendix 3B & Cleansing Statement

"1.4Moz and Growing"

ASX Announcement

11 December 2018

ASX Code DEG

FRA Code WKN 633879

Appendix 3B and Cleansing Statement

ABN 65 094 206 292

DIRECTORS/MANAGEMENT

De Grey Mining Limited (ASX: DEG, "Company") advises that it has issued 3,346,549 fully paid ordinary shares representing the allotment on the underwriters take up of the listed options shortfall.

Executive Chairman Simon Lill

Technical Director &

Operations Manager Andy Beckwith

As announced on 20 November 2018, the Company entered into an agreement with Taylor Collinson Limited, to underwrite 37,500,000 listed options exercisable at 10 cents per option and expiring at the end of November 2018. Taylor Collison will receive a total fee of 4% for the underwriting, a portion of which will be paid to the supporting sub-underwriters.

Non-executive Directors

An Appendix 3B is attached with respect to the new securities issued and the Company gives notice that:

Peter Hood

Brett Lambert Steve Morris

• (a) the Shares were issued without disclosure to investors under Part 6D.2 of the Act;

  Company Secretary Patrick Holywell Craig Nelmes

• (b) the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;

• (c) the Company has complied with Section 674 of the Act; and

  Exploration Manager Phil Tornatora

  CONTACT DETAILS

• (d) 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.

Principal & Registered Office Suites 24-26, Level 3

22 Railway Road Subiaco WA 6008

Yours faithfully,

PO Box 2023

Subiaco WA 6904

www.degreymining.com.au

[e-mail]

T [phone]

Craig Nelmes Company Secretary

F [phone]

Pilbara Gold Project - Unlocking Shareholder Value

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

  Listed fully paid ordinary shares

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

  3,346,549

• 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

• 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 considerationYesIssued at $0.10 per share

• 6 Purpose of the issue

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

  Allotment of the shortfall listed options, exercisable at 10 cents, to the underwriters (as per ASX release 20 November 2018)

• 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

  Yes

  28 November 2018

• 6c Number of +securities issued without security holder approval under rule 7.1

  Nil

• 6d Number of +securities issued with security holder approval under rule 7.1ANil

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

  Nil

• 6f Number of +securities issued under an exception in rule 7.2

3,346,549 ordinary fully paid shares on conversion of previously issued options (Exception 12)

• 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

  Listing Rule 7.1: 63,473,370

  Listing Rule 7.1A: 42,315,580

• 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)

• 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) *

10 December 2018

Number	+Class
423,155,798	Ordinary Shares

Number

+Class

1,134,611 2,250,000 12,000,000 33,333,333 12,500,000 12,500,000 4,750,000 6,700,000

Unlisted options, exercise price $0.04 expiry 10/06/2019 Unlisted options, exercise price $0.10 expiry 31/10/2020 Unlisted options, exercise price $0.10 expiry 31/10/2020 Unlisted options, exercise price $0.20 expiry 30/11/2019 Unlisted options, exercise price $0.25 expiry 30/11/2019 Unlisted options, exercise price $0.30 expiry 30/05/2021 Unlisted options, exercise price $0.30 expiry 30/05/2021 Performance rights

10

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

Part 2 -Pro rata issue

• 11 Is security required?

  N/Aholderapproval N/A

• 12 Is the issue renounceable or non-renounceable?

  N/A

• 13 Ratio in which the +securities will be offered

  N/A

• 14 +Class of +securities to which the offer relates

  N/A

• 15 +Record date entitlements

  todetermine N/A

• 16 Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements?

  N/A

• 17 Policy for deciding entitlements in relation to fractions

  N/A

• 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 acceptances or renunciations

  N/Aof N/A

• 20 Names of any underwriters

  N/A

• 21 Amount of any underwriting fee or commission

  N/A

• 22 Names of any brokers to the issue

  N/A

• 23 Fee or commission payable to the broker to the issue

  N/A

• 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

N/A

N/A