MANTLE MINING CORPORATION LIMITED ACN 107 180 441

NOTICE OF ANNUAL GENERAL MEETING

TIME: 9:30am AEDT

DATE: 26 November 2015

PLACE: Offices of RSM Bird Cameron Level 21, 55 Collins Street

Melbourne VIC 3000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9389 3130.

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CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions) 2

Explanatory Statement (explaining the proposed resolutions) 6

Glossary 20

Schedule 1 - Summary of the Terms of Directors and Employees Fee Plan 21

Schedule 2 - Terms of New Options 22

Schedule 3 - Issues of Equity Securities since 26 November 2014 24

Proxy Form 29

IMPORTANT INFORMATION TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice

of Meeting relates will be held at 9:30am (AEDT) on 26 November 2015 at:

Offices of RSM Bird Cameron Level 21, 55 Collins Street

Melbourne Vic 3000

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5:00pm (AEDT) on 24 November 2015.

VOTING IN PERSON

To vote in person, attend the meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

BUSINESS OF THE MEETING AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

   
   

   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.

   
   

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   
   

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

   
   

   'That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 30 June 2015.'

   
   

   Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

   
   

   Voting Exclusion:

   A vote in respect of this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons (the 'voter'):

3. a member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or

4. a closely related party of such a member.

   However, the voter described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

5. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

6. the voter is the chair of the meeting and the appointment of the chair as proxy:

7. does not specify the way the proxy is to vote on this Resolution; and

8. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity.




9. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MARTIN BLAKEMAN

   
   

   To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

   
   

   'That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Martin Blakeman, a Director, retires by rotation, and being eligible, is re-elected as a Director.'

   
   

10. RESOLUTION 3 - APPROVAL TO ISSUE SHARES UNDER DIRECTORS AND EMPLOYEES FEE PLAN - MARTIN BLAKEMAN

    
    

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

    
    

    'That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue Shares in lieu of remuneration to Martin Blakeman or his nominee pursuant to a Directors and Employees Fee Plan on the terms set out in the Explanatory Statement accompanying this Notice.'

    
    

    Voting Exclusion:

    The Company will disregard any votes cast on this Resolution by any Director or their nominee and any associate of those persons. However, the Company will not disregard a vote cast on this Resolution if:

11. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

12. it is cast by the chair of the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

    Restriction on proxy voting by key management personnel or closely related parties:

    A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

13. the proxy is either:

14. a member of the key management personnel for the Company; or

15. a closely related party of such a member; and

16. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

17. the proxy is the chair of the Meeting; and

18. the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.




19. RESOLUTION 4 - APPROVAL TO ISSUE SHARES UNDER DIRECTORS AND EMPLOYEES FEE PLAN - IAN KRAEMER

    
    

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    
    

    'That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue Shares in lieu of remuneration to Ian Kraemer or his nominee pursuant to a Directors and Employees Fee Plan on the terms set out in the Explanatory Statement accompanying this Notice.'

    
    

    Voting Exclusion:

    The Company will disregard any votes cast on this Resolution by any Director or their nominee and any associate of those persons. However, the Company will not disregard a vote cast on this Resolution if:

20. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

21. it is cast by the chair of the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

    Restriction on proxy voting by key management personnel or closely related parties:

    A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

22. the proxy is either:

23. a member of the key management personnel for the Company; or

24. a closely related party of such a member; and

25. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

26. the proxy is the chair of the Meeting; and

27. the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.




28. RESOLUTION 5 - APPROVAL TO ISSUE SHARES UNDER A DIRECTOR'S FEE PLAN - STEPHEN DE BELLE

    
    

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    
    

    'That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue Shares in lieu of remuneration to Stephen de Belle or his nominee pursuant to a Directors and Employees Fee Plan on the terms set out in the Explanatory Statement accompanying this Notice.'

    
    

    Voting Exclusion:

    The Company will disregard any votes cast on this Resolution by any Director or their nominee and any associate of those persons. However, the Company will not disregard a vote cast on this Resolution if:

29. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

30. it is cast by the chair of the Meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

    Restriction on proxy voting by key management personnel or closely related parties:

    A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

31. the proxy is either:

32. a member of the key management personnel for the Company; or

33. a closely related party of such a member; and

34. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

35. the proxy is the chair of the Meeting; and

36. the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.




37. RESOLUTION 6 - RATIFICATION OF PLACEMENT OF SHARES AND OPTIONS

    
    

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

    
    

    'That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,833,333 Shares and 15,625,000 New Options on the terms set out in the Explanatory Statement accompanying this Notice.'

    
    

    Voting Exclusion:

    The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if:

38. it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

39. it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

    
    

40. RESOLUTION 7 - APPROVAL OF ADDITIONAL PLACEMENT CAPACITY

    
    

    To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

    
    

    'That for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, to be issued on the terms set out in the Explanatory Statement accompanying this Notice.'

    
    

    Voting Exclusion:

    The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons.

    However, the Company need not disregard a vote if:

41. it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

42. it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.







BY ORDER OF THE BOARD




ERLYN DALE

Joint Company Secretary




21 October 2015







EXPLANATORY STATEMENT







This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.




1. FINANCIAL STATEMENTS

   
   

   In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.

   
   

   The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at http://www.mantlemining.com.

   
   

   Shareholders will be offered the following opportunities:

   
   

2. discuss the Annual Financial Report for the financial period ended 30 June 2015;

   
   

3. ask questions and make comment on the management of the Company; and

   
   

4. ask the auditor questions about the conduct of the audit, preparation and content of the auditor's report, the accounting policies adopted by the Company and the independence of the auditor.




5. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   
   

6. General

   
   

   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

   
   

   The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2015.

   
   

   A reasonable opportunity will be provided for questions about or comments on the Remuneration Report at the Annual General Meeting.

   
   

7. Voting consequences

   
   

   A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ('Spill Resolution') if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

   If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ('Spill Meeting') within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re- election at the Spill Meeting.

   
   

   Following the Spill Meeting those persons whose election or re-election as directors is approved will be the directors of the company.

   
   

8. Previous voting results

   
   

   At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

   
   

9. Proxy Restrictions

   
   

   If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Remuneration Report) by marking either 'For', 'Against' or 'Abstain' on the Proxy Form for Resolution 1.

   
   

   If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report (who is not the Chairman) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution 1, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution 1.

   
   

   The Chairman intends to vote all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the proxy form you are giving express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.

   
   

   Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company's key management personnel for the financial year to 30 June 2015. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

   
   

10. RESOLUTIONS 2 - RE-ELECTION OF DIRECTOR - MARTIN BLAKEMAN

    
    

    Listing Rule 14.4 provides that a director of an entity must not hold office (without re- election) past the third AGM following the director's appointment or 3 years, whichever is the longer.

    
    

    Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re- election.

    The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

    
    

    A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re- election.

    
    

    The Company currently has 3 Directors and accordingly 1 must retire. Martin Blakeman is the Director subject to re-election that has been longest in office since his last election. He retires by rotation and seeks re-election.

    
    

    In accordance with Recommendation 1.2 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd edition), the Company provides the following information in respect to Mr Blakeman:

    
    

11. Position: Mr Blakeman holds the position of Non-Executive Chairman of the Company.

    
    

12. Independence: Mr Blakeman does not meet the independence guidelines as prescribed by the ASX Corporate Governance Council due to his substantial shareholding in the Company.

    
    

13. Term: Mr Blakeman has served on the Board of the Company for almost 12 consecutive years following his appointment in 26 November 2003.

    
    

14. Formal Qualifications: Mr Blakeman holds a Bachelor of Economics, graduating from the University of Western Australia in 1976.

    
    

15. Skills and Experience: Mr Blakeman's professional career in the mining industry has included over 30 years' experience at board level in Australian Securities Exchange listed resource companies, commencing with his appointment in 1983 as a founding Director of Harmark Pty Ltd (the founder and former controlling shareholder of Forrestania Gold NL, one of Australia's more successful resource investment companies of the time), retiring from Harmark and Kagara in 1999 after 16 years' years of continuous service.

    
    

    Mr Blakeman also promoted and was appointed to the Board as a founding Director, of Metex Resources NL (now Carbon Energy Limited) in September 1992. Over a 4 year period to June 1996, he held the position as Manager Corporate at Metex, forming an integral part of that company's executive management team.

    
    

    In 2003, Martin incorporated and became a founding Director of Mantle Mining Corporation Ltd. He has overseen the strategic decisions of the Company including the acquisition of a substantial tenement package in the eastern highlands of Victoria and central north Queensland, its successful 2006 listing on ASX and more recently the acquisition of the Company's Norton Gold Project.

    
    

16. Other Listed Company Directorships: Mr Blakeman does not currently hold any other listed company directorships.

    
    

17. Board Recommendation: The Board supports the re-election of Mr Blakeman as a Director of the Company.




18. RESOLUTIONS 3, 4 AND 5 - APPROVAL TO ISSUE SHARES TO DIRECTORS UNDER DIRECTORS AND EMPLOYEES FEE PLAN

    
    

19. Background

    
    

    The Company has agreed, subject to obtaining Shareholder approval, to issue Shares in lieu of remuneration to each of the 3 Directors (Martin Blakeman, Ian Kraemer and Stephen de Belle) under the Fee Plan.

    
    

    The issue of Shares to Directors in lieu of accrued cash payments for remuneration under the terms of the Fee Plan will allow the Company to maintain its cash reserves to the extent of Director participation in the Fee Plan.

    
    

    Under the Fee Plan, each Director may elect to be paid some or all of the cash remuneration accrued to them by the issue of Shares. The Shares will be issued in lieu of cash due to the Directors and thereby no funds will be raised as a result of the issue of the Shares. A summary of the terms of the Fee Plan is set out in Schedule 1.

    
    

    Shareholder approval for the issue of Shares under the Fee Plan is sought for the purposes of Listing Rule 10.14.

    
    

    The following information is provided to assist Shareholders in assessing Resolutions 3, 4 and 5.

    
    

20. Waiver and Listing Rules

    
    

    In relation to Resolutions 3, 4 and 5, the ASX has granted a waiver of Listing Rule 10.15A.2 to permit this Notice to not state the maximum number of Shares that may be acquired by each Director under the Fee Plan (given that such details cannot be accurately determined at this time).

    
    

21. Listing Rules 10.14 and 10.15A

    
    

    Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

    
    

    An exception to Listing Rule 10.11 is set out in Listing Rule 10.12 (exception 4) which provides that Listing Rule 10.11 does not apply to issues made with the approval of shareholders under Listing Rule 10.14.

    
    

    Listing Rule 10.14 provides that an entity must not permit directors or their associates or a person whose relationship with the entity is such that approval should be obtained to acquire securities under an employee incentive scheme without the approval of shareholders.

    
    

    The Fee Plan constitutes an employee incentive scheme within the Listing Rules and includes allowing a director of the Company or a related entity to elect to be paid some or all of the cash remuneration accrued to them by the issue of Shares.

    
    

    In order to comply with Listing Rule 10.14, the notice convening the meeting at which approval will be sought must comply with either Listing Rule 10.15 or 10.15A. Where shares may be issued later than 12 months following a meeting, the notice must comply with the requirements of Listing Rule 10.15A. Accordingly, in order for the Directors to participate in the Fee Plan and be issued Shares later than 12 months (and up to 3 years) following the

    Meeting, Shareholder approval is being sought for the purposes of Listing Rule 10.14 and the information required by Listing Rule 10.15A is set out below.

    
    

    Approval pursuant to Listing Rule 7.1 is not required in order to issue Shares to Directors under Resolutions 3, 4 and 5 as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of Shares to Directors will not be included in the 15% calculation of the Company's annual placement capacity pursuant to Listing Rule 7.1

    
    

22. Information required under Listing Rule 10.15A

    
    

23. The persons participating in the Fee Plan for the purposes of Resolutions 3, 4 and 5 are Directors of the Company.

    
    

24. Under the Fee Plan, the Company agrees to issue Shares to Directors in lieu of the amount of cash remuneration accrued to that Director and to which the Director has agreed to sacrifice.




A summary of the terms of the Fee Plan is set out in Schedule 1.




Participants (including Directors) may participate in the Fee Plan for some or all of their remuneration. An election is made for each calendar quarter within 5 business days after each calendar quarter. The issue price of Shares will be the average monthly Volume Weighted Average Market Price calculated with reference to each month in the calendar quarter.




As such, the Company cannot determine the exact number of Shares to be issued to the Directors in lieu of remuneration as at the date of this Notice. The Company has thereby obtained a waiver from Listing Rule 10.15A.2 to permit this Notice to not state the maximum number of Shares that may be acquired by Directors under the Plan.




Set out below are some examples of the number of Shares that may be issued to the Directors under the Fee Plan, based on an assumed price for Shares of 2.1 cents per Share (being the closing market price on 20 October 2015). These are examples only and Shareholders should be aware that the actual number of Shares to be issued to Directors may vary, based on the prevailing Share price at the time the number of Shares to be issued is to be calculated, and the percentage of remuneration each Director elects to sacrifice.




Based, for example, on each current Director sacrificing 50% and 100% respectively of their current annual remuneration and a Share price of 2.1 cents per Share, each Director will be issued with approximately the number of Shares detailed in the table below. The current remuneration of each Director is also detailed in the table below.