Spring Hill QLD 4000‌

Australia

T + 61 7 3319 4100

[email protected] www.axiom-mining.com

ASX Announcement

Loyalty Bonus Issue

19 April 2016

Axiom Mining Limited has today lodged the attached prospectus and letter to shareholders, in respect of the Loyalty Bonus Offer announced to ASX on 15 February 2016 with the Australian Securities and Investments Commission.

A copy of the prospectus is also available at www.axiom-mining.com

The prospectus will be despatched to shareholders after the Record Date, which is Tuesday 26 April 2016.

About Axiom Mining Limited

ENDS

Axiom Mining Limited focuses on tapping into the resource potential within the mineral-rich Pacific Rim. Through dedication to forging strong bonds and relationships with the local communities and governments where we operate, Axiom Mining has built a diversified portfolio of exploration tenements in the Asia Pacific region. This includes interests in the Isabel Nickel Project in the Solomon Islands and highly prospective gold, silver and copper tenements in North Queensl and, Australia. The Company is listed on the ASX. For more information on Axiom Mining, please visit www.axiom-mining.com

Disclaimer

Statements in this document that are forward-looking and involve numerous risk and uncertainties that could cause actual results to differ materially from expected result s are based on the Company's current beliefs and assumptions regarding a large number of factors affecting its business, including litigation outcomes in the Solomon Islands Court of Appeal. There can be no assurance that (i) the Company has correctly measured or identified all of the factors affecting its business or their extent or likely impact; (ii) the publicly available information with respect to these factors on which the Company's analysis is based is complete or accurate; (iii) the Company's analysis is correct; or (iv) the Company's strategy, which is based in part on this analysis, will be successful.

Spring Hill QLD 4000

Australia

T + 61 7 3319 4100

[email protected] www.axiom-mining.com

19 April 2016

Dear Shareholder

AXIOM MINING LIMITED - LOYALTY BONUS ISSUE

On 15 February 2016, Axiom Mining Limited announced a proposed bonus issue of unlisted options to shareholders holding 125,000 or more fully paid Shares with registered addresses in Australia and New Zealand. Each Eligible Shareholder will receive one (1) loyalty bonus option for every eight (8) shares in the Company held at the record date.

The announcement specified that the record date would be at least 5 business days after the Annual General Meeting at which shareholder approval for the issue of the Loyalty Bonus Options would be sought. Shareholder approval was granted at the Annual General Meeting held on 31 March 2016 and the record date has now been determined as 5.00 pm on Tuesday 26 April 2016.

The Loyalty Bonus Options are to be issued free to Eligible Shareholders. No funds will be raised as a result of the Offer. Any funds raised by the exercise of the Loyalty Bonus Options will be used to fund the development of the Company's Solomon Islands Nickel Project and for the Company's general working capital requirements. Each Loyalty Bonus Option has an exercise price of $0.45 per share and entitles the holder to subscribe for one fully paid share in the Company. The Loyalty Bonus Options may be exercised on or before 5.00 pm (AEST) on 31 March 2017.

The primary purpose of the Bonus Issue is to reward Eligible Shareholders for their loyalty to and support for the Company. Eligible Shareholders will have the opportunity to increase the number of shares they hold, by exercising each Loyalty Bonus Option for one fully paid ordinary Share at a fixed exercise price of $0.45, which may be at a discount to the market price for Shares, depending on the market price of Shares during the exercise period.

The Bonus Issue is made under the attached transaction-specific prospectus. The Company lodged the Offer Document with the Australian Securities and Investments Commission on 19 April 2016.

The Loyalty Bonus Options will be allotted and issued as soon as practicable after the Record Date and otherwise in accordance with the ASX Listing Rules.

Eligible Shareholders will automatically be issued Loyalty Bonus Options based on their shareholding at the Record Date and are not required to take any action to receive Loyalty Bonus Options under the Bonus Issue.

For and on behalf of

Axiom Mining Limited

Robert Barraket

Non-Executive Chairman

Axiom Mining Limited (ARBN 119 698 770) (Company)

PROSPECTUS

For a bonus issue of one (1) Loyalty Bonus Option for every eight (8) Shares held by Eligible Shareholders holding 125,000 or more fully paid Shares in the Company.

The Loyalty Bonus Options are to be issued free to Eligible Shareholders. No funds will be raised as a result of the Offer.

ELIGIBLE SHAREHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RELATION TO THE ISSUE OF BONUS OPTIONS PURSUANT TO THIS PROSPECTUS

Important Notice

This is an important document that you should read in its entirety. This Prospectus is a transaction-specific prospectus issued in accordance with Section 713 of the Corporations Act. If, after reading this Prospectus, you have any questions regarding the securities being offered under this Prospectus or any other matter, please contact your stockbroker, accountant or other professional adviser without delay.

The Loyalty Bonus Options offered pursuant to this Prospectus should be considered speculative.

The Offer is being extended to New Zealand investors under the mutual recognition regime applicable to offering financial products for issue in Australia and New Zealand. Any New Zealand investor considering this Prospectus should be aware that there are considerations particular to you. Some of them are referred to below under the heading 'WARNING STATEMENT FOR NEW ZEALAND SHAREHOLDERS' on page 2. A copy of this Prospectus and other documents relating to the Offer have been, or will be, lodged with the New Zealand Companies Office under the mutual recognition regime.

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PROSPECTUS

LIMITED

MINING AXIOM

Table of Contents

Section 1: Timetable and Important Dates 3

AXIOM MINING LIMITED PROSPECTUS

Section 2: Details of the Offer 4

Section 3: Risk Factors 8

Section 4: Effect of the Issue on the Company 17

Section 5: Rights Attaching to Securities 20

Section 6: Information Available to Investors 23

Section 7: Additional Information 25

Section 8: Authority of Directors 29

Section 9: Glossary 30

Annexure 31

Corporate Directory 32