Name of entity

AXIOM MINING LIMITED

ABN

81 119 698 770

1

+Class of +securities issued or to be issued

1. Ordinary shares

2. Options

2

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

(a) 333,333

(b) 22,358,548

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)

1. Ordinary shares issued in consideration of services provided.

2. Options issued pursuant to shareholder approval of resolution 11 and 12 at the EGM held on 4 December 2015. Options are exercisable at $0.30 with an expiry date of 31 March 2016.

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

1. Ordinary shares issued will rank pari passu with the existing fully paid ordinary shares.

2. Ordinary shares issued on the exercise of options will rank pari passu with existing fully paid ordinary shares.

5

Issue price or consideration

1. Nil

2. Nil

6

Purpose of the issue

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

1. Shares were issued in consideration of services rendered.

2. Funds received from the exercise of options will be used for the development of the Isabel Nickel Project and general working capital.

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

Yes

6b

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

31 March 2015

6c

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

1. 333,333 shares

2. Nil

6d

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

Nil

6e

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

1. Nil

2. 22,358,548 options - approved by shareholders at the EGM held on 4 December 2015.

6f

Number of +securities issued under an exception in rule 7.2

Nil

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

Under 7.1 - 27,848,496 shares Under 7.1A - 26,615,888 shares

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.

16 December 2015