PLACEMENT - TRANCHE ONE‌‌‌‌‌‌

ASX ANNOUNCEMENT 16 December 2015

Mantle Mining Corporation Limited (ASX: MNM, MNMOB, MNMOC) is pleased to provide the attached Appendix 3B for tranche one of its placement as announced on 30 November 2015.

The balance of the placement, including the attaching options, will be issued subject to shareholder approvals to be sought in due course.

For further information please contact: Winton Willesee‌

Company Secretary

Mantle Mining Corporation Limited

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).

Shares

1 +Class of +securities issued or to be issued

79,975,793 Shares

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

   
   

   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

   
   

   
   

   Yes

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

The funds raised will be used to fund:

1. the acquisition of Morningstar Gold NL,

2. recommencement of mining operations at the Company's Norton Gold Project and;

3. general working capital.

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

26 November 2015

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

79,975,793

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

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

+ See chapter 19 for defined terms.

Appendix 3B Page 2 01/08/2012

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

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

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.

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

Nil under rule 7.1 53,317,196 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

Appendix 3B New issue announcement

16 December 2015

1. Dates of entering +securities into uncertificated holdings or despatch of certificates

   
   

   Number	+Class
   613,147,749	Ordinary Fully Paid Shares
   62,259,471	MNMOB Options (1.8c, 30 June
   2016)
   99,398,425	MNMOC Options (1.5c, 30 Nov
   	2017)

2. Number and +class of all

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

   
   

   Number	+Class
   1	Convertible Note (see ASX Release dated 29 October 2015)

3. Number and +class of all

   +securities not quoted on ASX (including the securities in section 2 if applicable)

   
   

   Unchanged

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

+ See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 3