Hampton Hill Mining NL : Entitlement Offer and Prospectus

S ec o n d Fl o or , 9 H av el oc k S t r e et

W es t P er t h W A 6 0 05

P os t a l A dd r ess :

P O B o x 68 9, W e s t P er t h W A 687 2

ABN 60 060 628 524 Te l ephone : ( 618 ) 9481 8444

Fa c s i m i l e : ( 618 ) 9 481 8445 E m a i l : i n f o@ ham p t onh i l l . c om . au W eb : w w w . h am p t onh i l l . c om . au

21 November 2017

Company Announcements Office ASX Limited

Level 4, 20 Bridge Street

SYDNEY NSW 2000

Announcement of Entitlement Offer

Hampton Hill Mining NL announces a non-renounceable pro-rata offer of up to 59,051,284 fully paid ordinary shares at a price of 2.5 cents each to all shareholders of the Company as at 28 November 2017, on the basis of 1 share (New Share) for every 4 shares held, to raise up to $1,476,282 before expenses of this issue, which are estimated to be $17,000.

The purpose of the issue is to meet ongoing administration and operating costs of the Company, including the cost of this issue, to meet the cost of participating in any share entitlement that may arise, to maintain the Company's exploration interests, and to part repay loans from director related entities.

The proposed timetable for this issue is set out below:

Announcement of Entitlement Offer and application for quotation (Appendix 3B) 21 November 2017 Lodgement of Prospectus with ASIC and ASX 21 November 2017 Despatch of notice to Shareholders containing Appendix 3B information 24 November 2017 Ex date - shares trade ex-entitlements 27 November 2017

Record Date for determining entitlements to New Shares 28 November 2017 Prospectus and Entitlement and Acceptance Form despatched and Offer opens 30 November 2017 Last day to extend the offer closing date 7 December 2017

Offer closes - latest date for acceptances and payment in full 12 December 2017

Shares quoted on a deferred settlement basis 13 December 2017

Notify ASX of undersubscriptions 15 December 2017

Issue date - New Shares entered in shareholders' holdings and deferred settlement ends 19 December 2017 Despatch of holding statements 20 December 2017

These dates are indicative only and may vary. The Company reserves the right to vary the opening and closing dates of the Entitlement Offer without prior notice. This may impact on subsequent dates.

An Appendix 3B - New issue announcement and application for quotation is attached together with a copy of the Prospectus.

Yours faithfully

Joshua Pitt Chairman

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

ABN

We (the entity) give ASX the following information.

You must complete the relevant sections (attach sheets if there is not enough space).

Ordinary Shares

1 +Class of +securities issued or to be issued

59,051,284

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

2. 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

   + See chapter 19 for defined terms.

   04/03/2013 Appendix 3B Page 1

   Appendix 3B New issue announcement

   Yes - rank equally with existing ordinary fully paid shares

3. 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

     2.5 cents per share

4. Issue price or consideration

   The proceeds of the capital raising will be used:

5. to meet the ongoing administration and operating costs of the Company for the next 12 months, including the costs of this issue, and to meet the cost of participating in any share entitlement that may arise;

6. to fund exploration and evaluation expenditure on the Millennium Zinc Project and any new projects that may be identified;

(c) to part repay loans from director related entities.

7. Purpose of the issue

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

No

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

Not applicable

6b The date the security holder resolution under rule 7.1A was passed

Not applicable

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

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

Not applicable

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

Appendix 3B New issue announcement

Not applicable

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

Not applicable

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

Not applicable

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.

Not applicable

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

Not applicable

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

19 December 2017

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.

Number	+Class
295,242,879	Ordinary shares fully paid

8 Number and +class of all

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

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3