JUNE 2015 QUARTERLY ACTIVITIES REPORT

ASX ANNOUNCEMENT 28 JULY 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 June 2015.

Norton Gold Mine:

On 15 May 2015 Mantle released its maiden Mineral Resource estimate, at a 2 g/t Au cut-off:

The information in the report is extracted from the report entitled Norton Gold Mine Resource Estimate created on 15 May
2015 and is available to view on www.mantlemining.com.
On 8 July 2015 Mantle released the results of a positive internal scoping study:

• Mining 30 m deep pits producing 25,000 tpa at 6.5 g/t gold head grade over a 2.5 year mine life

• Processing 90% recovery into concentrate with subsequent 90% recovery into gold dore bars

• Financials Total capital plus operating costs = $7.1 million, 10 340 oz Au sold at $1 500 /oz

• Justification All in sustaining cost of $775 / oz, NPV (8%) $4.7 million, 6 month payback

The information in the report is extracted from the report entitled Positive Norton Gold Mine Scoping Study created on 8 July
2015 and is available to view on www.mantlemining.com.

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Latrobe Valley Coal Project:

Exploration Licences (ELs) 5336, 5338, 5428 and 5429 were all granted and EL 5210 was renewed during the quarter. A requirement of the renewal application for EL 5210 was relinquishment of a proportion of the licence area and a portion of the existing Resource was relinquished in the process. Selection of the relinquished area was based on evaluation of the potential for future commercialisation of that area. Mantle is working with the original Resource consultant to revise the remaining Resource as defined by Mantle's commercialisation pathway and in the process will bring the revised Resource estimate into compliance with the 2012 edition of the JORC Code. The revised Resource estimate will be announced in due course.
Mantle is undertaking a regional study of prospectivity for deeper metallurgical black coal to extend under the main Latrobe Valley. The Company's plans include targeting areas prospective for deep black coal and seeking an allocation in the main Latrobe Valley. This would be followed by the establishment of a solar pumped, hydro-electric generation project utilising disused brown coal open cuts connected to underground storage created by black coal mining.

Corporate Activity:

During the quarter the Company issued 20,000,000 fully paid shares and 10,000,000 MNMOB Options (1.8c, 30 June 2016) to raise $220,000 before costs. The securities were issued to an existing shareholder and long term supporter of the company pursuant to the Shortfall Offer under the Rights Issue Prospectus dated 4 February 2015.
Subsequent to the end of the quarter, the Company accepted $75,000 in subscription monies from an entity associated with Director, Ian Kraemer, on identical terms (other than that these subscriptions are subject to shareholder approval in accordance with the ASX Listing Rules) to the Placement offered to a Sophisticated Investor in January 2015. The funds are currently held as unsecured interest free loan funds pending shareholder approval which the Company intends to seek as soon as practicable.

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

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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.

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Mantle's Mineral Resources

Table 2: Norton Mineral Resource, above 2 g/t Au cut-off.

The information in Table 2 is extracted from the report entitled "Norton Gold Mine Resource Estimate" created on 15 May 2015 and is available to view on www.mantlemining.com.

Table 3: Granite Castle Mineral Resource, above 1 g/t Au cut-off.

The information in Table 3 is extracted from the report entitled "Improved Confidence Levels for Granite Castle Resource"
created on 28 May 2008 and is available to view on www.mantlemining.com.

Table 4: Charters Towers (Great Britain) Mineral Resource, above 1 g/t Au cut-off.

The information in Table 4 is extracted from the report entitled "Disclosure Document" created on 2 October 2006 and is available to view on www.mantlemining.com.

Table 5: Bacchus Marsh Mineral Resource, below 30% Ash cut-off.

The information in Table 5 is extracted from the report entitled "Mantle Reports Maiden JORC Resource" created on 15 August
2012 and is available to view on www.mantlemining.com.

Table 6: Latrobe Valley (Yarragon) Inferred Mineral Resource.

The information in Table 6 is extracted from the report entitled "Mantle Acquires 289M Tonne JORC Inferred Coal Resource" created on 23 August 2013 and is available to view on www.mantlemining.com. As part of the recent renewal process, Mantle relinquished a portion of the Resource area. The Company is working with the original Resource consultant to re-estimate the remaining Resource in order to bring the Resource into compliance with the 2012 edition of the JORC Code.
In relation to Tables 2, 3, 4 and 5, the Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcements.

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The Norton Gold Mine

The Norton Gold Mine is located within the historic Norton gold field and is less than 100 km south of the port city of Gladstone, Queensland (Figure 2).

Figure 2: Norton Gold Mine project location.

The project is located within an outcropping area central to a major Intrusion Related Gold System (IRGS) within the New England Orogen of Eastern Australia. The region hosts several major gold mines and historic deposits including Cracow (3 Moz gold), Mt Rawdon (2 Moz gold) and Mt Morgan (8 Moz gold).
The property was previously mined in three phases:

• Mining between 1878 and 1906 (and up to 1930) produced an estimated 9200 t @ 41 g/t Au,

• Mining by Pacific Goldmines NL in 1997 at Never Never open pit produced 4713 t @ 9.5 g/t Au,

• Mining by Norton Gold Fields in 2004 to 2005 at Never Never and Frampton produced 14 500 t @ 8.1 g/t Au, 600 t of which remains onsite in high grade stockpiles.

Mining Licence (ML) 80035 includes the majority of the historic gold lodes within the Norton gold field. ML 80035 is held 100% by Mantle pending transfer of a 10% equity interest to Avanti Mining & Contracting Pty Ltd. Avanti, pursuant to recent Sale and Purchase and Joint Venture agreements, will provide project management services for the mine.
At Norton gold and silver is contained in high grade, sub-vertical shears, which outcrop at surface. The Mining Lease contains eight significant shear systems, four of which have been previously mined and which are the focus of previous drilling, the current resource estimate, and current redevelopment studies (Figure 3).

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Figure 3: Norton ML 80035 with geology, shears, drill holes and existing mine layout.

There remains potential for the identification of additional mineral resources within ML 80035. These are areas of interest where additional mineralisation and resources may or may not be identified by follow-up work that will include trenching and sampling to expose and confirm prospectivity, and possible drill testing of the best confirmed targets.
Within western areas of ML 80035 probable extensions of the known mineralised structures, and others, have been recognised during reconnaissance geological prospecting and mapping (Figure 4). Limited rock chip sampling has demonstrated these shears to be mineralised. They also exhibit a similar structural pattern to that evident in the core Never Never - Frampton - Little Wonder resource areas.

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Figure 4: New mapping of interpreted prospective shear extensions with rock chip grades annotated.

An independent JORC (2012) Mineral Resource estimate has been calculated for the Norton Gold Mine to a maximum depth of
150m below surface (Table 8). The information discussed in this report is extracted from the report entitled Norton Gold Mine
Mineral Resource Estimate created on 15 May 2015 and is available to view on www.mantlemining.com.

Table 8: Norton Mineral Resource, above 2 g/t Au cut-off.

To provide an indication of Mineral Resource material with potential for open pit mining a Mineral Resource subset was reported above a reasonable depth assumption of either 40 m depth at Never Never, Chandler and Frampton areas where Indicated Mineral Resources demonstrate good continuity and high grades, or 20 m depth in the central area, which is less well drilled and generally lower grade (Table 9).

Table 9: Norton near surface Mineral Resource subset, above 2 g/t Au cut-off.

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An internal scoping study has been completed and has forecast a robust project delivering favourable returns at low risk. The information discussed in this report is extracted from the report entitled Positive Norton Gold Mine Scoping Study created on 8
July 2015 and is available to view on www.mantlemining.com. Proposed mining is to a maximum depth of 30 m. This is similar to the existing 25 m depth at Never Never (Figures 5 and 6).

Figure 5: Plan view of Norton Gold Mine site layout (Figure 6 for section view).

Figure 6: Norton Gold Mine Scoping Study cross-section (Figure 5 for section location).

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The mining schedule for the scoping study assumes mining of the Frampton-Chandler and then the Never Never pits. Since Chandler lies downhill from Frampton a top down mining sequence results in the majority of the higher grade Chandler being scheduled later in the sequence (Table 10). This provides some upside if Chandler were targeted for earlier production.

Table 10: Scoping Study annual schedule with factored Mineral Resource above 2 g/t Au cut-off.

Year Location Waste Material Mill Feed Feed by Classification Strip

Metallurgical testwork has been undertaken on multiple samples from the minesite, including on a fresh bulk sample of typical mineralisation to be mined from Frampton. A detailed processing flowchart (Figure 7) has been defined and all required components located and pricing provided. Some initial components have already been acquired and either delivered to site (Primary jaw crusher), awaiting delivery (Spirals and Tables) or awaiting delivery for minor overhaul (Screens).

Figure 7: Norton Gold Mine Mining and Processing flowchart.

The high grade concentrate produced onsite will be trucked to a toll treatment plant where it will be fed into a ball mill grinding to 53 microns prior to leaching to recover final gold dore. Revenue will be dictated by final negotiated mill costs that may be by toll treatment or direct sales of concentrate. For the scoping study, toll treatment is assumed with treatment costs and toll treatment margin deducted from revenue received.
The scoping study base case assumes mining of 25 000 tpa of 6.5 g/t Au material, that is processed onsite at a 90% recovery into a concentrate which is then transported to a toll treatment plant for a subsequent 90% recovery into gold dore bars. Approximately 10 300 oz of gold is recovered into dore over the 2.5 yr initial mine life.

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The scoping study projects that the Norton Gold Mine will be a low capital cost, low all in sustaining cost, high grade gold mine. At base case assumptions, the mine is projected to deliver a Net Present Value (NPV 8%) of $4.7 million over its initial 2.5 yr life. The projected ASIC of only $775/oz produced from the CIL/CIP plant is extremely robust when compared to both the modelled gold price of $1500/oz and typical Australian ASICs of around $1000/oz (Table 11).

Table 11: Norton Gold Mine Scoping Study key aspects.

The Latrobe Valley Coal Project

Mantle's Latrobe Valley coal project lies approximately 150km east of Melbourne immediately adjacent to the main Latrobe
Valley coal basin (Figure 8).

Figure 8: Mantle's Victorian coal project locations.

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As per Mantle's submission (2012, unpublished) to the previous Victorian State Government, Mantle's long term plan for the next few decades is to enable a transition from unenhanced (raw) brown coal utilisation for power generation in the Latrobe Valley into sustainable renewable energy production via the development of combined solar pumped - hydro generation systems. This would allow for a stepwise move from carbon intensive generation, with low socio economic impact, to renewable energy generation by 2050.
Mantle intends to seek an allocation and determine the extent of deeper black coal resources under the Latrobe Valley (S7 area in Figures 8 and 9) with a view to establish underground mining. The company is of the view that these coal seams (which have been intersected previously in deep exploration wells drilled by others) have a high potential to be of of metallurgical (coking and PCI) coal quality due to their depth. Once mined out, the underground reservoir walls would be concrete seal lined to prevent leakage and hydraulically linked to surface dams (old brown coal open cuts in the S7 area) via high efficiency, reversible hydro-generators and pumps.

Figure 9: Mantle's Latrobe Valley coal project tenements.

Black coal is thought to become shallower towards the southern and western margins of the basin, possibly providing an economic entry point to underground workings. The new EL's will allow extra Low Impact Exploration techniques (geophysical methods and minimal isolated drill holes) to better determine the extent and depth of the black coal at the margins of the Latrobe Valley proper.
Solar generation, during the day, would be used to pump water from the underground reservoirs to the surface dams while that same water is used to generate hydro-electric power at night or during short high-demand peak periods when very profitable. Unlike similar pumped hydro-electrical generation project proposals to date (using off-peak grid supplied power), the pumping of water from the deeper reservoirs will be carried out using energy supplied by solar panel arrays.

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