Mantle Mining Corporation Limited

ABN 70 107 180 441

Annual Report 2016

Corporate Directory 3

Directors' Report 4

Corporate Governance Statement 36

Consolidated Statement of Comprehensive Income 47

Consolidated Statement of Financial Position 48

Consolidated Statement of Cash Flows 49

Consolidated Statement of Changes in Equity 50

Notes to the Financial Statements 51

Directors' Declaration 74

Independent Auditor's Report 75

Auditor's Independence Declaration 77

Shareholder Information 78

Directors

Mr Robert Barraket Non-Executive Chairman Dr Richard Valenta Executive Director

Mr Ian King Non-Executive Director Mr Matthew Gill Non-Executive Director

Company Secretaries

Mr Winton Willesee Miss Erlyn Dale

Principal Place of Business and Registered Office

Suite 25

145 Stirling Highway Nedlands WA 6009

Contact Details

Mail: PO Box 3144 Nedlands WA 6009

Website: www.mantlemining.com Email: [email protected] Tel: +61 8 9389 3130

Fax: +61 8 9389 3199

Auditors

RSM Australia Partners 8 St George's Terrace Perth WA 6000

Solicitors to the Company

Steinepreis Paganin

Level 4, The Read Buildings 16 Milligan Street

Perth WA 6000

Share Registry

Security Transfer Registrars Alexandria House

Suite 1

770 Canning Highway Applecross WA 6153

Tel: +61 8 9315 2333

Fax: +61 8 9315 2233

Stock Exchange

Australian Securities Exchange Level 40, Central Park,

152-158 St Georges Terrace Perth WA 6000

ASX Code: MNM

MNMOC

Your Directors present their report for the year ended 30 June 2016.

DIRECTORS

The names and details of the Directors in office at any time during or since the end of the financial year are as follows:

Mr Robert Barraket - Non-Executive Chairman (Appointed 23 June 2016) Dr Richard Valenta - Executive Director (Appointed 26 July 2016)

Mr Ian King - Non-Executive Director (Appointed 23 June 2016)

Mr Matthew Gill - Non-Executive Director (Appointed 22 August 2016)

Mr Martin Blakeman - Non-Executive Chairman (Resigned 23 June 2016) Mr Ian Kraemer - Managing Director (Resigned 22 August 2016)

Mr Stephen de Belle - Non-Executive Director (Resigned 22 July 2016)

All Directors have been in office since the start of the financial period to the date of this report unless otherwise stated.

Mr Robert Barraket - Non-Executive Chairman

Qualifications: LLB

Appointed: 23 June 2016

Mr Barraket is the Chairman of Barraket Stanton Lawyers in Sydney and has more than 50 years' experience advising international and Australian companies including mining companies. Mr Barraket is also Chairman of Pacific Rim explorer, Axiom Mining Limited.

Over the past three years Mr Barraket has held directorships with the following ASX-listed companies:

Company	Commenced	Ceased
Axiom Mining Limited	19 February 2016	Current

Dr Richard Valenta - Executive Director Qualifications: BSc, PhD, PGeo, FAusimm, MAICD Appointed: 26 July 2016

Dr Valenta is a former managing director of Chesser Resources Limited with over 30 years' experience in Australia and internationally, including the successful discovery, advancement and sale of the Kestanelik project in Turkey. Over the past 15 years, Dr Valenta has played a key role in the discovery and advancement toward production of a number of significant gold projects and has directed exploration expenditure in excess of US$100 million, resulting in the discovery and advancement of resources with a total in-ground value of $US$10 billion.

Over the past three years Mr Valenta has held directorships with the following ASX-listed companies:

Company	Commenced	Ceased
Chesser Resources Ltd	July 2007	February 2015

Mr Ian King - Non-Executive Director Qualifications: BCom(Hons), LLB Appointed: 23 June 2016

Mr King is a founding director of Sydney-based boutique corporate advisory business, BBB Capital. He has more than 25 years' experience in investment banking and corporate advisory services across a broad range of sectors including mining and resources.

Over the past three years Mr King has not held other directorships with any other ASX-listed companies: