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 ) 9481 8445 E m a i l : i n f o@ ham p t onh ill. c o m . a u W eb : w w w . h am p t onh i l l . c om . au

16 October 2015

Company Announcements Office ASX Limited

PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir / Madam

Annual Report

Attached is the 2015 Annual Report for Hampton Hill Mining NL.

Yours faithfully

Peter Ruttledge Company Secretary

ABN 60 060 628 524

Annual Report

2015

Location map of Millennium Zinc Project

CORPORATE DIRECTORY 2

CHAIRMAN'S LETTER 3

DIRECTORS' REPORT 6

AUDITOR'S INDEPENDENCE DECLARATION 13

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 14

STATEMENT OF FINANCIAL POSITION 15

STATEMENT OF CHANGES IN EQUITY 16

STATEMENT CASH FLOWS 17

NOTES TO THE FINANCIAL STATEMENTS 18

DIRECTORS' DECLARATION 36

INDEPENDENT AUDITOR'S REPORT 37

MINERAL TENEMENT INFORMATION 39

SHAREHOLDER INFORMATION 41

CORPORATE GOVERNANCE STATEMENT 43

CORPORATE DIRECTORY

Directors Joshua Pitt

Executive Chairman

Neil Tomkinson

Non-executive Director

Wilson Forte

Non-executive Director

Company Secretary Peter Ruttledge

Registered and Business Office 2nd Floor

9 Havelock Street West Perth WA 6005

Telephone: 08 9481 8444

Facsimile: 08 9481 8445 Email: [email protected] Web: www.hamptonhill.com.au

Auditor BDO Audit (WA) Pty Ltd

38 Station Street

Subiaco WA 6008

Home Exchange Australian Securities Exchange

Share Registry Security Transfer Registrars Pty Ltd 770 Canning Highway

Applecross WA 6153

Telephone: 08 9315 2333

Facsimile: 08 9315 2233

Email: [email protected]

Hampton Hill Mining NL (ABN 60 060 628 524) is a public listed company incorporated and domiciled in Australia

Dear Shareholders,

It is not common for a junior company with small liquid resources to get the opportunity to invest in an exploration project of truly world class potential. It is your board's firm belief that the Millennium Zinc Project represents one of those rare opportunities. We thank the board of Encounter Resources Limited (Encounter) for recognising the upside for them in the unusual joint venture terms proposed by Hampton Hill Mining NL (Hampton) and for working hard to implement the agreement and rapidly set joint venture activities in motion.

Drilling commenced within a month of joint venture agreement and Hampton has already completed the first milestone in earning a 10% interest by sole funding this effort. The first drilling campaign met with immediate success outlining a broad and highly zinc anomalous gossanous zone. This gossanous zone has been traced for over 200 metres along strike to date and is situated at the contact between a western sequence of shallow dipping sediments and massive dolomite sequences to the east.

At the date of this report, a second phase of drilling had commenced to test at greater depth an interpreted southerly plunge to the gossanous zone where it is postulated that the leaching processes that formed the gossan have not penetrated and fresh high grade zinc sulphide mineralization can be targeted. This phase will also involve the drill testing of a portion of the contact south along the strike and extend the testing of a zinc sulphide target that is located on the contact some two kilometres south of the gossanous zone.

Hampton will complete its $1,000,000 sole funding obligation during this campaign, maintaining its right to earn a full 25% project interest. On the assumption that Hampton elects to continue earning, the parties will then contribute the next $2,000,000 of expenditure on a 50/50 basis after which Hampton will have earned a 25% interest. Thereafter, contributions will be in accordance with the parties' percentage interests subject to normal dilution provisions.

Your board is particularly excited by the possibility that broad widths of high grade zinc sulphide mineralization may occur down plunge of the extensive gossanous zone. The results of this latest drilling may well be public as shareholders read this report. We can all hope for positive news and rest assured that, whatever the results, we have been on a journey worth the taking and carried out by a most capable exploration team. We thank Encounter for their efforts.

Shareholders would be aware that the Company also holds a significant stake in the exploration junior, Peel Mining Limited (Peel). Our 12.65 million Peel ordinary shares had a market value of approximately $2 million as at 25 September 2015. Peel is very actively evaluating a series of base metal projects in the Cobar region of New South Wales which is well known for its large and high grade mineral resources. In Western Australia, Hampton also has a 5% gross royalty on all gold in excess of one million ounces produced from the promising Apollo Hill Project near Leonora, and a 2% FOB royalty on iron ore mined from the Hampton Hill Iron Ore Project in the Weld Ranges.

Joshua Pitt Chairman October 2015

Encounter exploration camp

Diamond drill intersections of the Millennium gossanous zone

* Refer Hampton's ASX announcement 9 July 2015

# Derived from EPT 1831 assay table reported to the ASX by Encounter 24 April 2014

The information in this report that relates to Exploration Results is based on information compiled by Mr Peter Bewick who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Bewick holds shares and options in and is a full time employee of Encounter Resources Ltd and has sufficient experience which is relevant to the style of mineralisation under consideration to qualify as a Competent Person as defined in the 2012 edition of the 'Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Bewick consents to the inclusion in the report of the matters based on the information compiled by him, in the form and context in which it appears.

The Company confirms that it is not aware of any new information or data that materially affects the information in the relevant ASX releases and the form and context of the announcement has not materially changed.

Cross section 389150mE (A-A') - Millennium

Diamond drilling long section (B - B') - Millennium

DIRECTORS' REPORT

Hampton Hill Mining NL ('the Company' or 'Hampton Hill') is an Australian company listed on the Australian Securities Exchange. The registered office and principle place of business of the Company is located at Level 2, 9 Havelock Street, West Perth, Western Australia.

The directors of the Company present their report on the Company for the year ended 30 June 2015.

DIRECTORS

The names of the directors of the Company during the whole of the financial year and up to the date of this report are:

Joshua Pitt Neil Tomkinson Wilson Forte

PRINCIPAL ACTIVITIES

The principal activities of the Company have consisted of iron ore, gold and base metal exploration. There has been no significant change in the company's activities during the financial year.

DIVIDENDS

No dividends were paid during the year and the directors do not recommend the payment of a dividend.

REVIEW OF OPERATIONS AND LIKELY DEVELOPMENTS

Following the termination of the Ryansville Joint Venture with Alphabrass Resources Pty Ltd early in the year, Hampton Hill focussed on seeking a new base metal project opportunity. In April, it was successful in securing an agreement with Encounter Resources Limited (ENR) in relation to the Millennium Zinc Project, near Telfer gold mine in the East Pilbara of Western Australia. This agreement gave Hampton Hill the right to earn up to 25% in the project by contributing $2 million of the first $3 million of joint venture funding.

Drilling on the project has been intense, including five Diamond drill holes already completed and plans to start a program of follow-up reverse circulation and Diamond drilling shortly. The follow-up drilling will seek to define the strike extent of the substantial zinc anomalous gossanous zone described in the Hampton Hill announcement of 9 July and then test for sulphide mineralization in fresh rock below this zone.

In order to fund the current project programs, the Company completed a 1:2 entitlement issue in May raising approximately $1.2 million. It is expected that Hampton Hill's contribution to this joint venture will exceed $1 million by the end of September.

During June, in accordance with the joint venture terms, Hampton Hill issued ENR 30,748,903 fully paid ordinary shares, which equates to 13% of the issued capital of the Company.

The Peel Mining Limited Investment

At balance date Hampton Hill held 12,655,000 fully paid ordinary shares in Peel Mining Limited (Peel) representing 9.5% of that company's share capital. At the close of trading on the day prior to the signing of this report, this shareholding had a market value, based on the closing market price of Peel shares, of $2,467,725, which represents an increase in value over the perceived value of the holding one year ago. Peel has made significant progress with the Mallee Bull base metal discovery at Cobar, NSW, in which it holds a 50% interest. It also is developing new targets with its Jogmec Joint Venture at Cobar and at its wholly owned Apollo Hill project in Western Australia.

Hampton Hill looks forward to continued improvement in the value of its Peel investment as Peel's Cobar projects advance.

Hampton Hill Royalty Interests

Hampton Hill holds several royalty interests, the principal ones of which are the 5% gross royalty over production in excess of 1 million ounces of gold at the Apollo Hill Gold Project and the 2% FOB royalty at the Hampton Hill Iron Ore Joint Venture Project covering a portion of the Weld Range in Western Australia.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Other than the operating results for the year, there were no significant changes in the state of affairs of the Company during the financial year.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

The term of the $200,000 related party loan facility has been extended to 31 March 2016, with all other terms and conditions remaining unchanged.

To the best of the directors' knowledge and belief, there were no material items, transactions or events, other than the matter noted above, subsequent to the end of the financial year which, although they do not relate to conditions existing at that date, have not been dealt with in these financial statements and which would cause reliance on the information shown in this report to be misleading.

ENVIRONMENTAL REGULATIONS

The mining leases, exploration licences and prospecting licences granted to the Company pursuant to the Mining Act (1978) (WA) are granted subject to various conditions which include standard environmental requirements. The Company adheres to these conditions and the directors are not aware of any contraventions of these requirements. The directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. For the period 1 July 2014 to 30 June 2015 the directors have assessed that there are no current reporting requirements, but that the Company may be required to report in the future.

INFORMATION RELATING TO THE DIRECTORS

Executive Chairman

Joshua Norman Pitt BSc, MAusIMM, MAIG

Mr Pitt is a geologist with extensive exploration experience who has, for more than thirty five years, been a director of exploration and mining companies in Australia. Mr Pitt is involved in private mineral exploration and also in substantial resource investments. He is a non-executive director of Red Hill Iron Limited (appointed June 2005), Traka Resources Limited (appointed July 2003) and Red Metal Limited (appointed July 2003). He was a non- executive director of Pan Pacific Petroleum NL until his resignation in August 2014 (appointed 2008).

Non-executive Directors Neil Tomkinson LLB Hons

Mr Tomkinson has extensive experience extending over the last thirty five years in the administration of and investment in exploration and mining companies, and is an investor in private mineral exploration and in resources in general in Australia. He is the executive chairman of Red Hill Iron Limited (appointed Chairman April 2008) and non- executive chairman of Traka Resources Limited (appointed September 2003). He was Chairman of Pan Pacific Petroleum NL until his resignation in August 2014 (appointed a director in 2006 and Chairman in 2008).

Wilson Forte BSc Hons (UWA), MAusIMM, MAIG

Mr Forte is a Western Australian geologist with more than thirty years' experience in mineral exploration in Australia, Southern Africa and Iran. For the past twenty five years he has mainly worked on the evaluation of gold and base

DIRECTORS' REPORT

metal projects in Western Australia. Mr Forte held the position of Managing Director of the Company until 30 April 2012, at which point he assumed the role of non-executive director.

INFORMATION RELATING TO THE COMPANY SECRETARY

Peter Ruttledge BSc, CA, FFin

Mr Ruttledge is a Chartered Accountant and a Fellow of the Financial Services Institute of Australasia and has over thirty years' experience as company secretary of a number of listed mining and exploration companies.

DIRECTORS' INTERESTS IN SHARES IN THE COMPANY

The number of shares in the Company held directly and indirectly by the directors as at the date of this report is set out below:

Director Ordinary shares

fully paid

Ordinary shares partly paid to 0.1 cents

J N Pitt 77,736,045 -

N Tomkinson 11,982,954 -

WS Forte 3,406,419 1,900,000

The relevant interest of Mr Tomkinson and Mr Pitt in the shares of the Company is their combined holding of 89,718,999 shares. No options have been issued to the directors.

MEETINGS OF DIRECTORS

The following table sets out the number of meetings of directors held during the year ended 30 June 2015 and the number of meetings attended by each director:

Director Meetings of directors whilst a director Number of meetings attended

The Company does not have any committees.

AUDITED REMUNERATION REPORT

The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporation Act 2001.

1. Principles used to determine the nature and amount of remuneration

   The objective of the Company's remuneration policy for directors and other key management personnel is to ensure that:

   • remuneration packages properly reflect the duties and responsibilities of the persons concerned, and

   • remuneration is competitive in attracting, retaining and motivating people of the highest quality. The remuneration framework has regard to shareholders' interests by:

   • focusing on sustained growth in share price, as well as focusing the executives on key non-financial drivers of value, and

   • attracting and retaining high calibre executives.

     The remuneration framework has regard to executives' interests by:

   • rewarding capability and experience,

   • providing a clear structure for earning rewards, and

   • providing recognition for contribution.

     
     

     AUDITED REMUNERATION REPORT (continued)

     The remuneration policy is not linked to the Company's performance and is linked to shareholder wealth only in so far as partly paid shares or options have been included in remuneration.

     Remuneration is reviewed by the board on an annual basis having regard to performance and market competitiveness.

     The remuneration of executive personnel is determined by the non-executive directors and comprises a base salary or fee and, by way of an incentive, the opportunity to take up partly paid shares or options in the Company and thereby participate in the future success of the Company.

     All remuneration paid to key management personnel is valued at the cost to the Company and either capitalised as Exploration and Evaluation expenditure or expensed.

     The Executives' remuneration is reviewed annually with regard to competitiveness and performance. There are no guaranteed salary increases fixed in any senior executives' contracts.

     Company Performance

     It is not possible at this time to evaluate the Company's financial performance using generally accepted measures such as profitability and total shareholder return as the Company is an exploration company with no significant revenue stream. This assessment will be developed if and when the Company moves from explorer to producer.

     The table below shows key company performance indicators for the last five years for the Company (2011 to 2015):

     
     

     2015	2014	2013	2012	2011
     Revenue and other income	($000)	119	246	286	90	97
     Net profit/(loss)	($000)	284	(1,020)	(2,719)	(1,537)	(1,203)
     Profit/(Loss) per share	(cents)	0.2	(0.7)	(1.9)	(1.1)	(0.9)
     Share price at year end	(cents)	5.1	2.3	3.0	4.0	21.0

     No dividends have been declared during these periods.

     
     

2. Details of remuneration

The key management personnel of the Company are the directors.

The remuneration of key management personnel and other specified executives for the year is summarised below:

With the exception of a non-executive director's fee paid to Mr W S Forte, no other directors' fees are paid. Non- executive directors may be paid all travelling and other expenses properly incurred by them in the business of the Company. The executive chairman, appointed on 30 April 2012, has elected not to receive a remuneration package.