COMPLETION OF PRIORITY OFFER OF OPTIONS‌‌‌

ASX ANNOUNCEMENT 30 OCTOBER 2015

Mantle Mining Corporation Limited (ASX: MNM) is pleased to advise of the completion of the priority option offer announced to ASX on 11 September 2015.

The offer was very well supported and applications for additional options significantly exceeded the shortfall available.

The Company anticipates the new options will commence trading under the ASX Code MNMOC on or about Thursday 5 November 2015.

The Company thanks participants for their ongoing support for the Company. For further information please contact:

Winton Willesee Company Secretary

Mantle Mining Corporation Limited [email protected]

About Mantle Mining Corporation Limited

Mantle Mining (ASX: MNM) is an Australian based minerals exploration company that is focussed on a range of in high demand commodities. Mantle's principal activities are to acquire exploration tenements and locate economically developable deposits of coal and gold. It is Mantle's intention to progress mineral deposits through feasibility and into mining operations, to the benefit of all stakeholders.

www.mantlemining.com Page 1 of 1

Appendix 3B New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Name of entity

MANTLE MINING CORPORATION LIMITED

ABN

70 107 180 441

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).

MNMOC Options (1.5c, 30 Nov 2017)

MNMOB Options (1.8c, 30 June 2016) Shares

1 +Class of +securities issued or to be issued

1. Priority Offer

   78,973,425 MNMOC Options

   
   

2. Priority Offer - Underwriter's Fee 4,800,000 MNMOC Options 2,400,000 Shares

   
   

3. Director Placement 9,375,000 MNMOB Options 12,500,000 Shares

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

   
   

   MNMOC Options - listed options exercisable at

   1.5 cents each on or before 30 November 2017.

   
   

   MNMOB Options - listed options exercisable at

   1.8 cents each on or before 30 June 2016. Shares - fully paid ordinary shares.

2. 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)

   
   

   
   

   + See chapter 19 for defined terms.

   
   

   01/08/2012 Appendix 3B Page 1

   Appendix 3B

   New issue announcement

   
   

   
   

   Fully paid ordinary shares - Yes

   
   

   MNMOC Options - No. These options represent a new class of security.

   
   

   MNMOB Options - Yes.

   
   

   Shares issued on the exercise of options rank equally with existing fully paid ordinary shares.

3. 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

For further details, refer to the Prospectus and Notice of General Meeting documents dated 11 September 2015.

In respect of a) and c) the funds raised have/will be used to fund the ongoing development of the Company's Norton Gold Project and for general working capital purposes.

In respect of b) the securities were issued in lieu of cash fees payable to the underwriter of the Priority Offer.

For further details, refer to the Prospectus and Notice of General Meeting documents dated 11 September 2015.

6 Purpose of the issue

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

Yes

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

+ See chapter 19 for defined terms.

Appendix 3B Page 2 01/08/2012

13 November 2014

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

Appendix 3B New issue announcement

Nil

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 7.1A

1. Priority Offer

   78,973,425 MNMOC Options

   
   

2. Priority Offer - Underwriter's Fee 4,800,000 MNMOC Options 2,400,000 Shares

All securities issued under this Appendix 3B were approved by Shares at the general meeting held on 19 October 2015.

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

c) Director Placement 9,375,000 MNMOB Options 12,500,000 Shares

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

40,392,460 under rule 7.1 51,233,862 under rule 7.1A

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

30 October 2015

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

+ See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 3