SEPTEMBER 2015 QUARTERLY ACTIVITIES REPORT

ASX ANNOUNCEMENT 29 OCTOBER 2015

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 2015.

Morning Star Gold Acquisition:

On 14 August Mantle announced that it had agreed to acquire Morning Star Gold NL (ASX: MCO):

• MCO reported a (2008) Resource of 910,000 oz Au, including 726,000 oz Au at 11.2 g/t Au (see Table 7),

• Numerous historic mines including Morning Star which has been dewatered and refurbished to 10 level,

• A new 80,000 t/yr processing and paste backfill plant and all required infrastructure already constructed,

• Consideration of $3.75 million in tranches plus a 1% gross sales royalty for the first 5 years of production.

  
  

  Norton Gold Mine Development:

  
  

  On 8 July 2015 Mantle released the results of a positive internal scoping study:

  
  

• Mine designs of 30 m deep pits to produce 25,000 tpa at 6.5 g/t gold head grade over a 2.5 year mine life,

• Processing circuit to deliver 90% recovery into concentrate with subsequent 90% recovery into gold dore bars,

• Financial projections included total capital plus operating costs of $7.1 million with 10 340 oz Au sold at $1 500 / oz Au,

• Justification to proceed with All In Sustaining Costs (AISC) of $775 / oz Au, NPV (8%) $4.7 million and 6 month payback.

  
  

  On 14 September Mantle announced that it had located additional high grade gold:

  
  

• Gold assay results of up to 50.5 g/t Au from veins in trenches,

• Provided increased confidence in Nine Grams and Stockworks as shallow mining targets,

• Focuses exploration and resource drilling targets at Frampton and Chandler,

• Delivers potential for improvement in Norton project life and economics.

  
  

  Granite Castle Gold Exploration Project:

  
  

  On 16 September Mantle announced the discovery of anomalous gold around a Carboniferous rhyolite plug:

  
  

• Gold assays an order of magnitude higher than typical background values,

• Located within the same large batholith that hosts the Granite Castle gold deposit at its margin,

• Warrants follow-up geological reconnaissance, structural mapping, outcrop sampling and ground magnetics,

• Revised Mineral Development Licence application lodged for Granite Castle prospect.

  
  

  Corporate Activity:

  
  

  On 23 September Mantle announced a non binding MOU had been executed with Gekko Systems Pty Ltd

  
  

• Gekko is a global leader in the provision of gold and coal mineral processing solutions,

• Mantle and Gekko agreed to evaluate design, construction and possible operation of onsite processing facilities,

• Gekko will evaluate the potential to build, own and/or operate new regionally based intensive cyanidation facilities,

• Gekko is assisting Mantle with the evaluation and optimisation of gold processing at Norton and Morning Star.

Capital Raising Initiatives:

Earlier in the year, the Company accepted a total of $150,000 in subscription monies from entities associated with Directors, Mr Martin Blakeman and Ian Kraemer (including $75,000 which was received during the September 2015 quarter) ('Director Placement'). The terms of the Director Placement were identical to those offered to a Sophisticated Investor in January 2015, other than that the Directors' subscriptions were subject to shareholder approval in accordance with the ASX Listing Rules and pending such approval, the subscription monies would remain as unsecured, interest-free loans. Subsequent to the end of the quarter, on 19 October 2015 Shareholders approved the issue of 12,499,500 Shares and 9,375,000 MNMOB Options to those directors pursuant to the Director Placement.

On 7 September 2015, the Company announced that it had issued 5,651,232 fully paid ordinary shares to directors and employees of the Company in lieu of cash remuneration payable for the period 1 January 2015 to 30 June 2015 under the Company's approved Director and Employee Fee Plan.

On 11 September 2015 the Company announced the offer of a pro-rata non-renounceable priority entitlement issue of up to 78,973,425 new options, on the basis of 1 new option for every 1 expired option held by qualifying option holders at an issue price of 0.2 cents per new option, to raise up to approximately $157,947 ('Priority Offer'). The Priority Offer was approved by Shareholders at the general meeting held on 19 October 2015 and subsequently closed on 21 October 2015.

On 28 September 2015 the Company announced that it had issued 20,833,333 ordinary fully paid shares and 15,625,000 options under a placement of $250,000 to an existing shareholder who is both a sophisticated investor and long-term supporter of the Company.

Subsequent to the end of the quarter, the Company has today entered into an agreement with the underwriter of the aforementioned Priority Offer for the issue of a secured, interest-free convertible note with a face value of $185,000. The Convertible Note is convertible at the election of the noteholder at any time during the 12 month term with the conversion price being the lower of 1.5c or the issue price of the Company's next capital raising, together with one free- attaching option (being the new stream of recently issued priority offer options) for every share issued upon conversion.

The Company takes this opportunity to thank its share and option holders, as well as the underwriter of its recent Priority Offer (which is an entity associated with its Joint Company Secretary), for their support of the Company through this exciting period of development

Competent Persons Statement:

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.

For further information please contact:

Ian Kraemer Managing Director

Mantle Mining Corporation Limited [email protected]

P: +61 7 3310 8932

Mantle's Projects and Tenements

Figure 1: Mantle's Project Locations.

Table 1: Mantle's Tenement Schedule.

1. Remaining 10% interest under application to transfer to Joint Venture partner Avanti Mining and Contracting Pty Ltd.

2. Remaining 50% interest held by Joint Venture partner Exergen Pty Ltd.