SEPTEMBER 2014 QUARTERLY ACTIVITIES REPORT

ASX ANNOUNCEMENT 24 OCTOBER 2014

Mantle Mining Corporation Limited (ASX: MNM or the Company) is pleased to provide the following update on its activities for the quarter ended 30 September 2014:

Norton Gold Mine:

 Successful Sorter machine trials completed in Germany on Frampton shear stockpile samples;

 High grade, 90g/t (3oz/t), gold concentrate produced from simple gravity table processing trials;

 Bulk sample of in-situ shear material taken and sent to Germany for detailed Sorter design trials;

 Bulk sample material also sent to local consultant for detailed gravity table processing trials.

Bacchus Marsh Coal Joint Venture:

 JV Partner Exergen Pty Ltd continues to advance key components of commercialisation pathway;

 Performance Notice issued to Exergen in relation to Demonstration plant construction milestone.

General Corporate Activity:

 $860,000 (before costs) raised by issue of approx. 48 million shares (all Board members participated);

 Full year Statutory Accounts released and Notice of AGM to be held 13 November 2014, in Gladstone QLD;

 Effective from 24 October 2014, the Company appointed Miss Erlyn Dale as Joint Company Secretary alongside Mr Winton Willesee.

No major exploration activity was undertaken at Mantle's projects during the quarter except for ongoing development of the Norton gold mine geologic database. No mining activities were undertaken during the quarter however pre- development activities were ramped up significantly for the Norton gold mine.

For further information please contact: Ian Kraemer
Managing Director
Mantle Mining Corporation Limited [email protected]
P: +61 7 3310 8932

About Mantle Mining Corporation Limited:

Mantle is an Australian based minerals exploration and mine development company. Mantle's principal activities are
to acquire exploration tenements and locate economically developable deposits of coal and gold. It is our intention to progress mineral deposits through feasibility and into mining operations, to the benefit of all stakeholders.
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Mantle's Project Portfolio and Tenement Schedule:

N ' .. '

). TRAFFORD 'l

.

INDIAN OCEAN

ARAFURA C011l, Co• l Bed Meth•ne

1..- SEA

f lGRANITE CASTLE

Gold, Sllver CAIR:NS CORAL

TOWNSVILLE PORTHEOLANO **-

NORTHERN • MTISA CHARTERSTOWERSI

TERRITORY Gold, Copper

QUEENSLAND * GLADST.2!!§

WESTERN NORTON l

SOUTH AUSTRALIA

PERTH • NEWSOUTH WALES

SOUTH PACIFIC

ADELAIDE . SYDNEY

OCEAN

>

VICTORIA

o

I -...

500

SOUTHERN OCEAN

l US MARSH

Brown Co•l

Bl• ck18rown Coal

ASMANIA TASMANSEA

T

----. HOBART

l l'ftl

MANTLE MINING CORPORATION LIMITED

COMPANY PROJECT PORTFOLIO

TENEMENT SCHEDULE

Number Project Name Grant Date Period Expiry Date Area lnterest

1. Held by Galcifer Industria / Minerals Pfy Ltd pending transfer to Mantle which holds 100% benefic ia / interest via its 100% o1M1ed sub sidiaries:

Trafford Goal Pfy Ltd (87.5% beneficia / interest) and Mt Mulligan Goal Pfy Ltd (12.5% beneficia/ interest).

2. Held 50150% in Joint Venture with Exergen Pfy Ltd. r T

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Mantle's JORC Compliant Resource Base:

The Granite Castle Gold Project area contains a JORC Compliant gold and silver Resource.

Statements in this report relating to the Granite Castle Gold and Silver Resource Estimate are based on a report provided to the Company by Hellman and Schofield Pty Ltd, dated 16th May 2008 and first released to the ASX by Mantle on 28th May 2008. "The information in this report that relates to Mineral Resources is based on information compiled by Dr William Yeo, a full time employee of Hellman and Schofield Pty Ltd. Dr Yeo is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity he is undertaking, to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Dr Yeo consents to the inclusion of the matters based on his information in the form and context in which it appears in this report."

The Charters Towers Gold Project area contains a JORC Compliant gold Resource.

Statements in this report relating to the Great Britain Gold Resource Estimate are based on a report provided to Glengarry Resources Ltd by Resource Evaluations Pty Ltd dated August 2004 and independently confirmed by Ravensgate Minerals Industry Consultants and included in Mantle's 2006 Prospectus as released to the ASX by Mantle on 2nd October 2006. The Resource Evaluations Pty Ltd report was compiled by Mr Mark Drabble, a Member of the Australasian Institute of Mining and Metallurgy and Mr Gerry Fahey, also a Member of the Australasian Institute of Mining and Metallurgy: "This report was completed under the overall supervision and direction of Gerry Fahey and the 3D modelling and Mineral Resource estimation was carried out by Mark Drabble both of whom are Competent Persons as defined by the Australasian Code for the Reporting of Mineral Resources and Ore reserves (JORC Code) 1999 edition and who consent to the inclusion in this report of the matters based on his information in the form and context in which it appears."

The Bacchus Marsh Coal Project area contains a JORC Compliant coal Resource.

Statements in this report relating to the Bacchus Marsh Brown Coal Resource estimates are based on a report provided to the Company by AMC Consultants Pty Ltd, and first released to the ASX by Mantle on 18th August 2012: "Information in this report that relates to Coal Resource

estimates prepared by AMC Consultants Pty Ltd is based on information compiled by Ms K Zunica, who is a Member of the Australasian Institute of Mining and Metallurgy and is a full time employee of AMC Consultants Pty Ltd. The estimates are based on exploration data provided by Mantle Mining Corporation Ltd. Ms Zunica has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking, to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Ms Zunica has provided written consent to the inclusion in the report of the matters based on her information in the form and context in which it appears."

The Latrobe Valley Coal Project area contains a JORC Compliant coal Resource.

Statements in this report relating to the Yarragon Brown Coal Resoure estimate are based on a report provided to the Company by Resolve Geo Pty Ltd, and first released to the ASX by Mantle on 23rd August 2013. "The information compiled in this report relating to Resources is based on information compiled by Mr Gordon Saul, who is a member of the Australian Institute of Geoscientists and who is employed by Resolve Geo Pty Ltd. Mr Saul has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Saul consents to the inclusion in the report of the matters based on his information in the form and context in which it appears."

No material changes to existing JORC Compliant Resources have been made. As such, Resources discussed in this report are those previously reported in compliance with the 1999 and 2004 Editions of the JORC Code.

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Background of the Norton Gold Mine Project:

The Norton Gold Mine is located less than 100km by road south of the port city of Gladstone in Central Queensland.

Figure 1: Norton Gold Mine project location.

Mantle acquired the mine in early 2014 and aims to restart operations in mid 2015. The strategy is to produce a high- grade gold concentrate for direct sales or toll processing. The mine benefits from an existing Plan of Operations based on drill and blast followed by an excavator loading trucks hauling to the Run of Mine (ROM) stockpile.

Pictures 1 and 2: Prior operations at Norton Gold Mine charging blast holes and mining with excavator and trucks. Mining Licence (ML) 80035 contains the existing mine within which 8 main shears make up the currently defined

deposit. Three shears have previously been mined or pre-stripped and remain open for future mining, pending final re-approvals, minor site preparation and earthworks. Mantle's geologic database includes all geologic, topographic,
drilling and laboratory analysis data and results, existing roads and mining voids and planned future mining zones.
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Norton Gold Mine

7309500 N

7309400 N

7309300 N

r

7309200 N

7309100 N

7309000 N

7308900 N

w w

i i

Legend

Geology• Mine workings

c::J

Mining Lease boundary (Ml80035)

D Po.-phyribc mtcfodìoritc. miaogabbJO and micromonzonrtc

Porphyritìc micmgranite and microademellile ptnk to buti

colour,minorbiotite.

• Stoclq>ile

::: RO&d

Drillìng

_,.A N0-85 or PG-86 d amood drin holc

D Predomìnantefy hombleode-biotite granodtorite wilh some

Openpi1

50 100m

--@) NRC 01 PG-87 RC df ill hole

2005-06 RC drillhokl

--. Pre-1985drillhole(Nodi'IQ)

QIJ rtzdiorite.Extenslvely &he91'ed EJond O'ltered.

Mk:rogranodìorite,porphyritic f ne-grained equivalent ofgranodioriteabove.

CJ Areas of prestrip ovef veins

Starterpiton prestrip

- - SCALE ---

Map ooord.nates MGA.94 Zone 56

·oompied from map by Nnooo Minefals Au$t Co., I QSS

ManlleMnng,.'.pri1, 20t•

Figure 2: Norton ML 80035 with geology, shears, drill holes and existing mine layout.

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At Norton, gold and silver are contained in high-grade, sub vertical shears that occur from the surface. lnterrogation of the database has yielded numerous drill hole intercepts greater than 1Og/t gold at shallow depths.

Never Never Long Section A-A' (view to North 8°)

A

D Open cut area (approx.)

A'

PG-87-5

PG-87-10

38m

35m

24m

Gold intercept (g/t Au)

- 10 or greater

2m ormoreof

50n -------------- 99m 96m

90m

90m

88m

o o "...'.

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108m

o o o o

a..>..

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Frampton Long Section 8-B' (view to Northeast 44°) D Pre-stripped area (approx.)

NRC-7 B'

0.3m-

12.2g

3m-20.1g

53.6m

100m 56.6m

70m FDH-1

NQ-85-20

_,.;1m-25.2g

DH-4 101.44m

50m

114.55m 100.6m

Gold intercept (g/t Au)

- 1O or greater

2m or more of between 1 and 1O

126m

o o a..>..

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160m 151.15m

o o

a"..>.'. o

M"' "'

Figure 3: Long sections with drill hole intercepts with materia! grades and open cut and pre-strip areas.

Approximately 900 tonnes of Frampton shear materia! remains stockpiled onsite from the prior mining operation. The stockpiles essentially contain two types of materia!; grade carrying veins and barren wall rock. The grade carrying materia! is made up predominately of high and medium grade boulders, representing mineralised vein and breccia material from the core of the fault lode. Low-grade boulders are aIso present, representing granitic rock within or outside the damage zone of the fault lode and they contain little or no gold or silver.

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Pictures 3, 4 and 5: Frampton stockpiles, typical grade carrying shear material and typical barren wall rock.

During the Quarter at the Norton Gold Mine Project:

A study of processing options for Norton Gold Mine is ongoing. The company seeks to define the lowest cost, highest gold recovery method for application at Norton and to that end is currently focussed on two options:
1. A simplified method of crushing followed by feeding the crushed material onto a sorter machine, which separates barren waste from the grade carrying material, or
2. Conventional Hydrometallurgical processing, which consists of crushing and grinding followed by gravity table recovery of high and medium grade carrying material.
Preliminary sorter machine trials were undertaken on Run of Mine (ROM) samples taken from the Frampton stockpiles by Steinert in Germany. Close to 100% of the high grade and in excess of 90% of the medium grade material was successfully separated from the waste rock following a relatively coarse crush to 70mm top size.

Pictures 6 and 7: The shear material sized for sorting and a typical Steinert X-ray Sorting System (XSS) machine.

Figure 4: The Sorter separated shear material into products containing either red (waste) or green (grade carrying). Successful trails were also undertaken using a simple gravimetric concentration table to produce a high-grade gold

concentrate from the stockpile samples. Gravity tables are essentially low cost capital equipment capable of
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producing high-grade concentrates from material with differential density characteristics. As such, shipping volumes, transportation costs and per tonne processing costs for final gold recovery are all minimised

Pictures 8, 9 and 10: Gravity table trial with distinct separation of high and medium grade concentrates and waste. Laboratory analyses of the concentrates produced from the gravity table were as follows:

Based on the successes of the initial sorter machine and gravity table trials, Mantle proceeded to excavate a bulk sample of fresher material from the mine. Approximately 1.2 tonnes of Frampton zone material was extracted, prepared and sent for more detailed process design trials with both methods.

Pictures 11, 12 and 13: Excavation of bulk sample, size reduction and separation into various mineralisation types. Approximately 400kg of the bulk sample has been size reduced to 80mm top size and sent to Steinert in Germany for

larger scale sorter design trials. Approximately 400kg has been size reduced to 1mm top size and provided to the hydrometallurgical consultant for more detailed gravimetric processing.
High-grade concentrates resulting from both trial methods will then be analysed and sent to a number of market off- take groups and processing plants for final gold recovery tests.

Background of the Bacchus Marsh Coal Project:

Mantle and Exergen are partners in a 50/50% Joint Venture to upgrade and commercialise the Bacchus Marsh brown coal deposit. The JV covers Exploration Licences (ELs) 5294 and 5323, located to the west of Melbourne. The ELs contain a 1.6 billion tonne JORC Compliant Inferred Resource of brown coal.
Exergen has successfully developed Continuous Hydro-Thermal Dewatering (CHTD), a technology that transforms low grade, high moisture brown coal into cleaner utilisation products with lower carbon dioxide emissions. CHTD has been proven at pilot scale and Exergen's current focus is to prove CHTD at commercial scale by developing a $50 million Pre-Commercial Demonstration Project (PCDP). Exergen has secured a demonstration site in the Latrobe
Valley and is finalising an alliance contract for construction and operation of the PCDP.
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Exergen's cornerstone investors include Tata Power, India's largest private power utility, Itochu, one of Japan's largest trading houses with extensive coal trading experience, Leighton Holdings subsidiary Thiess, the world's largest
supplier of outsourced mining services, and Sedgman, a global specialist provider of mineral engineering solutions. These cornerstone investors have committed to substantial funding (under certain conditions precedent) towards the PCDP and Mantle is not required to commit funding to the PCDP.

Figure 5: Mantle's Victorian coal project locations. Figure 6: JORC Inferred coal resource area.

CHTD slurry will be pumped through pipelines to processing facilities at port locations, where it will be dewatered and processed into valuable commercial products including thermal coal products, char, fertilisers, pyrolysis oils and liquid fuels. Liquid fuels can be used to feed Direct Injection Coal Engines. Preferred pipeline routes from Latrobe Valley to the Port of Hastings and from Bacchus Marsh to the Port of Geelong have been defined.

Figure 7: Exergen's proposed export infrastructure map with preferred slurry pipeline routes.

While Exergen can bring value to a number of downstream uses for upgraded brown coal, collaborations with other proponents in the brown coal upgrading sector are being sought to reduce process risk and development costs and expand product market potential for all parties. Exergen is generating a high level of interest in this strategy due to its unique position as a low cost solution to front-end dewatering, coal upgrading and overland transportation.
The PCDP will be hosted at EnergyBrix Australia (EBAC)'s Morwell site in the Latrobe Valley. Exergen and EBAC have executed Site Lease and Services agreements securing the site until at least August 2015 with an option for extension. EPA and local authority approvals are well advanced. An Alliance Contract between Exergen, Thiess and Sedgman for the PCDP has been drafted. A draft contract for the design and construction of the PCDP has been
completed by Thiess, and Sedgman has provided a MOU for operation of the PCDP.
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During the Quarter at the Bacchus Marsh Coal Project:

Negotiations are well advanced to ensure both the PCDP and commercial scale operations will have sufficient Latrobe Valley coal supplies. Work on potential product pipeline routes commenced and negotiations were advanced for an option to acquire suitable industrial land with access to port facilities.
The Bacchus Marsh Joint Venture Agreement was executed on 30 June 2012. The JVA includes two key milestones; that within 24 months Exergen must commence construction of the large-scale demonstration plant and that within 48 months the demonstration plant must be constructed and have commenced operation. Exergen is responsible for
100% of the PCDP funding.
The terms of the JVA further allow that should either milestone not be met that Mantle may give Exergen a Notice to Perform that obligation and that in the event that the obligations were subsequently still not met that Mantle could either acquire Exergen's JV interest at a 50% discount to Exergen's share of JV expenditure to date, or that Mantle could dilute Exergen's JV equity interest by 50%.
Mantle provided a Performance Notice to Exergen in relation to the 24 month demonstration plant construction milestone. The notice runs until mid November 2014.

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Mark Maxwell and Mr Stuart Moore, both Employees of Mantle Mining Corporation Ltd. Mr Maxwell and Mr Moore are both Members of the Australasian Institute of Mining and Metallurgy and both have

sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Maxwell (for Coal) and Mr Moore (for Minerals) consent to the inclusion in the report of the matters based on their information in

the form and context in which it appears.

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