PEEL MINING LIMITED — Annual Report 2016

Oct 13, 2016

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ACN 119 343 734

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Cor orate Director p y

Directors

Non-executive Chairman Rob Tyson Managing Director Graham Hardie Non-executive Director

Company Secretary Ryan Woodhouse

Share Registry

Link Market Services Limited Level 4 152 St Georges Tce PERTH WA 6000 Telephone: +61 1300 554 474 Facsimile: +61 8 9287 0303 www.linkmarketservices.com

Registered Office

Unit 1, 34 Kings Park Road WEST PERTH WA 6005 Telephone: +61 8 9382 3955 Email: info@peelmining.com.au

Auditors

PricewaterhouseCoopers Level 15 125 St Georges Terrace PERTH WA 6000

Stock Exchange Listing

Securities of Peel Mining Limited are listed on the Australian Securities Exchange (ASX) ASX Code: PEX

Website

www.peelmining.com.au

ACN

119 343 734

Contents

Contents
Chairman’s report	1
Review of operations	2
Schedule of tenements	21
Directors’report	22
Consolidated statement of proft and loss and other comprehensive income	30
Consolidated statement of fnancial position	31
Consolidated statement of changes in equity	32
Consolidated statement of cash fows	33
Notes to the consolidated fnancial statements	34
Directors’declaration	54
Auditor’s independence declaration	55
Independent auditor’s report	56
Additional ASX information	58
Shareholder information	66

PEEL MINING LIMITED ANNUAL REPORT 2016

Chairman’s Re ort p

Dear Fellow Shareholders

In the past 12 months Peel Mining Limited has continued to enjoy success at its projects near Cobar in New South Wales. The Company now has the largest land holding in this proven mineral district and has continued to make new high grade discoveries within a 50km radius of its flagship Mallee Bull copper project, about 100km south of Cobar.

Recent drilling at Mallee Bull has discovered a new high-grade copper-rich lens about 300 metres north of the main ore body, enhancing the similarities between Mallee Bull and the rich CSA copper mine at Cobar. Mallee Bull is a joint venture between Peel and CBH Resources Limited, a wholly owned subsidiary of Toho Zinc of Japan. It is hoped that continued investigation of this project in the current year will lead to a significant increase in the current inferred resource of 3.9 million tonnes at 2.7 per cent copper equivalent.

Drilling at the Company’s Wirlong project, about 30km north of Mallee Bull, has also seen the discovery of broad copper intersections including very high grade mineralisation. Wirlong bears the hallmarks of a Cobar-style system and is part of the Cobar Superbasin Project. Exploration at Wirlong is being funded by a $7 million 50 per cent farm-in to Peel’s Cobar Superbasin Project by Japan Oil, Gas and Metals National Corporation (JOGMEC), which is a state-owned enterprise of the Government of Japan. Drilling at Wirlong is expected to recommence in the near-term with the aim of expanding the scale of the mineralised system.

During the year the Company purchased several new tenements in the Cobar Basin, including the Wagga Tank prospect, about 50km southwest of Mallee Bull. Historical drilling at Wagga Tank in the 1970s and 80s returned high grade base and precious metals intersections. No drilling has occurred since 1989 despite mineralisation remaining open along strike and at depth. Your Company has high hopes for this project and drilling is expected to start soon.

towards its goal of building a camp of high-grade base and precious metals deposits in this southern part of the Cobar Basin.

Exploration has also continued at the Company’s 100 per cent owned Apollo Hill gold project near Leonora in Western Australia. Step-out drilling to the southeast of the existing mineral resource has shown that high grade mineralisation remains present, and continues to be open along strike and down dip, offering excellent potential to increase the scale of the deposit. New metallurgical testwork has also underlined the excellent metallurgical characteristics of Apollo Hill mineralisation.

Subsequent to the year’s end, the Company completed a capital raising of approximately $3 million which together with cash on hand, positions the Company well to pursue its strategic objectives in the Cobar Basin.

and their outstanding efforts in positioning the Company for future success.

Yours Sincerely,

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Chairman 29th September 2016

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Company Assets Background

At September 2016, Peel held four key mineral projects comprising granted exploration licences and licences under application.

• Gilgunnia (EL7461 and ML1361) is in a 50:50 joint venture with CBH Resources Limited, a wholly-owned subsidiary of Tokyo Stock Exchange-listed Toho Zinc, and contains the Mallee Bull copper-polymetallic discovery and the May Day polymetallic deposit. The tenure also hosts the historic Gilgunnia and 4-Mile goldfields. A maiden resource estimate at Mallee Bull was completed in May 2014, and drilling has since focused on extending the known areas of mineralisation.

• Cobar Superbasin Project (CSP) is a package of granted tenements covering more than 2,100km[2] of prospective stratigraphy within the Cobar Basin. The tenements are considered prospective for Cobar-style and VHMS polymetallic deposits. The package includes EL8307 located north of Mallee Bull, which contains the new copperpolymetallic discovery at the Wirlong prospect, along with the Sandy Creek and Red Shaft prospects. The tenure is covered by a farm-in agreement with Japan Oil, Gas and Metals National Corporation (JOGMEC) which was executed in November 2014. JOGMEC can earn up to 50% of certain tenements by funding up to $7 million of exploration expenditure.

• Wagga Tank/Mount View Projects, also in the Cobar Basin, comprise of four newly acquired licences with notable prospects including the namesake Wagga Tank polymetallic deposit, Siegal’s Shaft/MD-2, Boolahbone and the May Day Tails anomaly.

• estimate of 505,000 oz gold. These deposits exhibit the hallmarks of a major mineralised Archean system, showing extensive hydrothermal alteration and deformation. Drilling has continued with the aim of updating the resource model at Apollo Hill with an increase in contained ounces and strengthening the potential for future economic extraction. Broader regional exploration over Peel’s WA tenure has also identified numerous additional areas of interest away from the main deposit.

Details on assets

Gilgunnia/Mallee Bull Project

The Gilgunnia/Mallee Bull project, located about 100km south of Cobar in western NSW, contains the Mallee Bull copper-polymetallic discovery, the May Day polymetallic deposit and the historic Gilgunnia and 4-Mile goldfields. Peel and CBH Resources Limited are in a 50:50 Joint Venture over the project tenements EL7461 and ML1361.

Mallee Bull is interpreted to be located in a favourable geological and structural position; it is situated in the suitably high-stress environment of the “nose” of an anticline, and occurs in a geological sequence of turbidite and volcaniclastic sediments which are thought to be age equivalent to the Chesney and Great Cobar Slate Formations found in the immediate Cobar region. Mineralisation occurs either as massive sulphide or breccia/stringer styles within a package of brecciated volcaniclastic and turbidite sediments comprising siltstones and mudstone, and is interpreted to occur as a shoot-like structure dipping moderately to the west.

Mallee Bull Discovery

Dog areas, resulting in the recognition of a coincident late time conducting anomaly and magnetic high. The Mallee Bull anomaly is proximal to the historic 4-Mile goldfield area; a series of surface and underground gold workings located about 10km east of the May Day deposit. A subsequent ground-based geophysical (fixed-loop TEM) survey confirmed the existence of a moderate-strong conductor and in March 2010, a programme of three RC drillholes for a total of 663m targeting the geophysical anomaly was completed. This drilling resulted in the discovery of strongly anomalous polymetallic (gold-silver-copper-lead-zinc) mineralisation in all three drillholes.

Systematic exploration followed involving several rounds of additional drilling (4 more RC drillholes plus a diamond tail) and several down-hole geophysical (DHEM) surveys. This work culminated in discovery drill hole 4MRC007 intersecting multiple zones of strong copper-dominated polymetallic mineralisation including massive sulphides. In late August 2011,

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Peel announced that drill hole 4MRCDD006 intersected a 10m zone of massive sulphide averaging more than 20% combined lead-zinc plus silver-gold, and a 6.65m semi-massive zone averaging better than 3% copper plus silver-gold. Mineralisation included chalcopyrite, sphalerite, galena, pyrrhotite, pyrite, and arsenopyrite.

CBH Resources Farm-in

In May 2012, Peel and CBH Resources Limited (a wholly owned subsidiary of Toho Zinc Co Ltd.) signed a binding Heads of Agreement related to EL7461 and ML1361, which includes the Mallee Bull deposit. Under the agreement, CBH had the right to earn an interest of up to 50% over a three-year period via staged $8.33 million expenditure on exploration and contribution to previous exploration costs incurred by Peel. In March 2014, CBH Resources completed its final Farm-in payment in relation to the agreement, and consequently has earned an undivided 50% interest in the project; a 50:50 Joint Venture has now been formed.

Following CBH’s election to farm-in to Mallee Bull, six drilling programs have been completed for a total 39,874m and a seventh is currently underway. The programs continued to confirm significant mineralisation along strike, at depth and also near surface. Stage 3 of the farm-in, which was completed from August 2013 to March 2014 saw mineralisation at Mallee Bull extended to more than 800m below surface.

Mallee Bull Mineral Resource Estimate

In May 2014, a maiden Mineral Resource estimate for the Mallee Bull copper-silver-gold deposit returned a high-grade result, as expected, with approximately 90,000 tonnes of contained copper, 4 million ounces contained silver and 43,000 ounces contained gold (at a 1% copper equivalent cut-off) (see Table 1). This Mineral Resource estimate comprises 3.9 million tonnes at 2.3% copper, 32 g/t silver and 0.3 g/t Au. The Mineral Resource estimate is reported in accordance with the guidelines of the JORC Code (2012 edition) – see ASX announcement dated 27 May 2014:

CUT OFF CUEQ %	CATEGORY	KT	GRADE	GRADE	GRADE	GRADE	CONTAINED METAL	CONTAINED METAL	CONTAINED METAL	CONTAINED METAL
			CUEQ	CU %	AG G/T	AU G/T	CUEQ KT	CU KT	AG KOZ	AU KOZ
0.0	Indicated	640	2.18	1.7	28.6	0.53	14	10.9	588	11
	Inferred	3,300	2.7	2.3	32	0.3	90	76	3,395	32
	Total	3,940	2.6	2.2	31	0.3	103	87	3,984	43
1.0	Indicated	620	2.22	1.73	29	0.54	14	10.7	578	11
	Inferred	3,300	2.8	2.4	32	0.3	93	79	3,395	32
	Total	3,920	2.7	2.3	32	0.3	107	90	3,973	43
1.4	Indicated	580	2.28	1.78	29.6	0.57	13	10.3	552	11
	Inferred	3,100	2.8	2.4	33	0.3	87	74	3,289	30
	Total	3,680	2.7	2.3	32	0.3	101	85	3,841	41
1.8	Indicated	450	2.46	1.92	30.5	0.65	11	8.6	441	9
	Inferred	2,600	3.1	2.7	36	0.3	82	70	3,009	25
	Total	3,050	3.0	2.6	35	0.4	93	79	3,451	34
			TABLE 1: MALLEE BULL MINERAL RESOURCE ESTIMATE

Recent Activity

The mineral resource estimate formed the basis of an in-house scoping study, which amongst other things, highlighted the benefits of increasing the scale of Mallee Bull. To this end, further activities and investigations at Mallee Bull have focused on this aim.

very strong chargeable and low resistivity response, T1 is located about 150m below surface and up-dip to the northeast of Mallee Bull. RC drilling of the target encountered extremely high grade Zn-Pb-Ag-Au mineralisation, including 7m @ 21.39% Zn, 12.74% Pb, 203 g/t Ag, 0.58 g/t Au from 71m in MBRC028 and 12m @ 20.30% Zn, 14.81% Pb, 308 g/t Ag, 1.59 g/t Au from 83m in MBRC024.

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It should be noted that substantial zinc-lead mineralisation has previously been intersected at Mallee Bull, most notably on the northern end of the current resource model, where it extends more than 500m below surface, and remains open. Zinc-lead mineralisation remains to be formerly quantified.

Further RC drilling at T1 was completed this reporting period to test the strike potential of the IP chargeability anomaly. Results from drillholes MBRC036 to MBRC048 generally returned low grade mineralisation with a best result of 18m @ 3.72% Zn, 1.75% Pb, 20 g/t Ag, 0.38 g/t Au from 103m including 1m @ 24.3% Zn, 11.8% Pb, 198 g/t Ag, 1.0 g/t Au from 107m in MBRC037. This interval is located ~140m south of the previously intercepted high grade zinc-lead rich mineralisation, and extensional and closer-spaced drilling is anticipated as follow-up.

The area north of the Mallee Bull resource was also the focus of RC and diamond drilling, with drillholes completed at the end of 2015 as part of CBH JV Program 6 intercepting multiple new intervals of chalcopyrite-pyrrhotite stringer/breccia style mineralisation and increasing the strike of copper mineralisation to the north. Encouragingly, an RC drillhole from this program MBRC052 located on the northern edge of the Mallee Bull resource and beneath the T1 mineralised zone returned a 4m intercept @ 1.52% Cu, 111 g/t Ag, 0.21 g/t Au, 2.52% Pb, 4.2% Zn from 197m. Other extensional intercepts are outlined below:

• MBRCDD049, located ~120m further north than previous deep drilling, encountered 5m @ 1.01% Cu, 12 g/t Ag from 371m, 2m @ 1.91% Cu, 23 g/t Ag, 0.25 g/t Au from 392m and 3m @ 2.42% Cu, 74 g/t Ag, 0.29 g/t Au, 0.87% Pb, 0.22% Zn from 403m.

• MBRCDD050, located ~80m further north than previous drilling, intersected a very broad 62m (~40m true width) interval averaging @ 3.15% Cu, 42 g/t Ag, 0.28 g/t Au from 465m, including 34m (~22m true width) @ 4.6% Cu, 63 g/t Ag, 0.44 g/t Au from 475m; significantly wider that the 3m footwall stringer interval previously modelled for this area.

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FIGURE 1: MALLEE BULL DRILL PLAN

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• MBRCDD050W1, targeting ~80m down-dip of MBRCDD050, intersected a 13m zone at 0.86% Cu, 33 g/t Ag, 1.39 g/t Au, 0.34% Pb, 0.68% Zn from 407m.

• MBRCDD051, approx 100m east of MBRCDD050, encountered multiple strong intervals of stringer/breccia mineralisation similar to that in drillholes MBRCDD049 and MBRCDD050 from ~375m down hole. Intercepts include 5m @ 2.1% Cu, 59 g/t Ag, 0.72 g/t Au from 385m, 4m @ 1.18% Cu, 23 g/t Ag, 0.12 g/t Au from 398m, 4m @ 1.87% Cu, 18 g/t Ag, 0.87% Pb, 0.22% Zn from 403m.

• MBDD026/026W1, drilled about 40m north of MBRCDD050, intercepted minor stringer mineralisation from ~419m including 2m @ 2.33% Cu, 46 g/t Ag, 0.62 g/t Au from 422m.

Review of historic DHEM surveys at Mallee Bull has since led to the discovery of new copper mineralisation still further to the north. The current drill program (CBH JV Program 7) was instigated to target an off-hole anomaly centred ~300m north of the main Mallee Bull deposit. Drill testing of the conductor commenced with RC drillholes MBRC054 and MBRC055, with significant intervals including 7m @ 2.01% Cu, 37 g/t Ag, 0.15 g/t Au from 324m in MBRC054 and 9m @ 2.24% Cu, 27 g/t Ag, 0.27 g/t Au from 455m in MBRC055 (~80m north of MBRC054). Assays from the additional 6 drillholes that have been completed remain pending. Mineralisation intersected to date comprises stringer/breccia style quartz-sulphide (chalcopyrite-pyrrhotite) mineralisation, and remains open along strike and down dip. The true width of mineralisation is thought to be ~60% of the downhole intervals.

May Day

May Day was discovered in 1898 and was initially developed as an underground copper-lead-silver mine. Exploration in the 1970s identified high grade gold-base metal mineralisation to a depth of about 250m below surface. Exploration in the late 1980s defined a shallow gold resource, which eventually led to the development in 1996 of a small-scale mining operation comprising an open pit with a heap leach gold circuit.

Since acquisition in late 2009, Peel has completed multiple phases of exploration involving: an initial due diligence site visit inclusive of geological mapping and rock chip sampling; geophysical surveys comprising gravity and Induced Polarisation; remodelling of airborne magnetic data; laser scanning and survey pick-up of the open pit and historic drillholes; an RC drilling programme; early-warning metallurgical testwork; and a helicopter-borne geophysical survey (VTEM).

as a sub-vertical lense/shoot. Mineralisation occurs at or near the interbedded contact of a fine-grained sedimentary hangingwall and a porphyritic volcanic footwall, is associated with silica/talc alteration, and includes disseminated through to massive sphalerite-galena-pyrite-pyrrhotite-chalcopyrite sulphides.

the prospectivity of the May Day deposit. Further work at May Day will involve a deep drilling programme targeting the magnetic anomaly at depth. No work was completed at the prospect in the current year.

Cobar Superbasin Project

Work on the Cobar Superbasin Project continued under the farm-in agreement with Japan Oil, Gas and Metals National Corporation (JOGMEC); JOGMEC may earn up to 50% interest in the project by funding up to $7 million of exploration expenditure. Stage 1 expenditure was practically completed by year end and included diamond and RC drilling, focusing predominantly on the Wirlong prospect.

Wirlong

The Wirlong prospect is located within EL8307, approximately 20km west of Nymagee and 70km south-southeast of Cobar. It is defined by historic copper workings, a topographic high, a >2km surface multi-element geochemical anomaly, and coincident or semi-coincident geophysical anomalies including magnetic, radiometric, gravity, IP and electromagnetic. Early stage exploration drill results testing the geochemical anomaly returned significant mineralised intervals including 4m @ 3.04% Cu, 12 g/t Ag, 0.19% Zn from 196m in WLRC005, 2m @ 2.99% Cu, 1.08 g/t Au, 16 g/t Ag, 0.41% Zn from 322m in WLRC006, and 2m @ 2.30% Zn, 0.81% Pb, 4 g/t Ag from 139m in WLRC007.

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Recent Activity

RAB, RC and diamond drilling completed at Wirlong this reporting period (Phases 2 and 3 of the JOGMEC JV) continued to return strong base metals mineralisation with results confirming a new high-grade copper discovery, indicating that the prospect represents a very large, mineralised hydrothermal system with a strike length of more than 2.5km.

Phase 2 commenced with drillholes WLRC008 and WLRC009 to test beneath the historic workings and anomalous surface geochemistry. Both drillholes intercepted broad zones of highly anomalous copper-lead-zinc-silver mineralisation from near surface with best intervals including 5m @ 1.64% Zn, 0.82% Pb, 2 g/t Ag from 93m and 1m @ 6.44% Zn, 3.81% Pb, 0.54% Cu, 18 g/t Ag from 113m in WLRC008, and 19m @ 2.44% Zn, 0.39% Pb, 4 g/t Ag from 103m (incl. 3m @ 6.90% Zn, 0.88% Pb, 12 g/t Ag from 120m) in WLRC009.

Subsequent Phase 2 drilling comprised a further 41 RAB drillholes and 14 RC/diamond drillholes, following-up the previous high grade intercepts and testing multiple other targets identified from geophysical and geochemical data. WLRCDD015, drilled to target the northern end of Wirlong’s multi-element geochemical anomaly along with gravity, IP, chargeability and magnetic anomalies, returned intercepts such as 4.9m @ 4.3% Cu, 13 g/t Ag from 402.1m (incl. 0.9m @ 19.5% Cu, 58 g/t Ag from 402.1m) and 22m @ 1.0% Cu, 4 g/t Ag from 332m. Follow-up diamond drillhole WLDD001 also returned multiple significant mineralised zones including 9m @ 8.0% Cu, 17 g/t Ag, 0.21 g/t Au from 616m (incl. 2.82m @ 21.85% Cu, 46 g/t Ag, 0.62 g/t Au from 619.68m) and 38m @ 1.18% Cu, 4 g/t Ag from 450m.

Phase 3 comprised 8 drillholes for 3,691.6m, starting with the RC extension of drillhole WLRC008 to target an off-hole DHEM anomaly. Whilst minor chalcopyrite and sphalerite were noted in the drill chips, results were not significant. Successive drillholes proved to be more fruitful, with encountered mineralisation in general comprising chalcopyrite+/pyrrhotite+/-sphalerite+/-galena+/-pyrite and occurring as sulphide disseminations, veins and veinlets, and breccia within occasionally sheared/deformed and altered (silica-chlorite-sericite) turbidite sediments and/or felsic volcanics (rhyolite/rhyodacite).

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FIGURE 2: PEEL MINING COBAR SUPERBASIN TENURE

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FIGURE 3: WIRLONG PROSPECT DRILL PLAN

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• was completed in September 2015 over and between the Wirlong and Red Shaft prospects. Significant intercepts include 1m @ 0.35% Cu, 1.30% Pb, 0.76% Zn, 29 g/t Ag from 172m and 1m @ 0.46% Pb, 0.95% Zn from 366m. The drillhole was interpreted to have passed above the gravity body deemed responsible for the anomaly.

• WLRCDD023 (588.1m) was drilled to test the Wirlong magnetic and geochemical anomalies from the western side of the Wirlong ridge line. Significant intercepts include 1m @ 0.45% Cu, 1.41% Pb, 0.95% Zn, 37 g/t Ag from 343m, 2m @ 0.79% Cu from 347m, 2m @ 0.57% Cu from 387m, 1m @ 0.67% Cu from 395m and 1m @ 0.38% Pb, 0.80% Zn from 420m.

• WLRCDD024 (858.4m) was drilled to test along strike to the north of WLRCDD015 and its gravity/magnetic target. The drillhole encountered multiple intercepts of strong copper and zinc mineralisation, with sericite and chlorite alteration observed throughout. Significant intercepts include 121m @ 0.73% Cu, 3 g/t Ag from 207m (including 26m @ 1.21% Cu, 5 g/t Ag from 227m, 5m @ 1.14% Cu, 3 g/t Ag from 260m, 2m @ 1.24% Cu, 5 g/t Ag from 278m, 10m @ 1.01% Cu, 4 g/t Ag from 288m), 1m @ 4.81% Cu, 10 g/t Ag from 556m, 2m @ 2.23% Cu from 617m. Encouragingly, mineralisation remains open at depth, with an intercept of 0.4m @ 3.01% Zn from 858m to EOH.

• WLRC026 (277m) was drilled to test up-dip of WLRCDD015, with intercepts including 2m @ 3.80% Cu, 10.5 g/t Ag from 36m, 1m @ 1.31% Cu from 71m, 2m @ 0.80% Cu from 74m, 2m @ 0.96% Cu from 243m, 1m @ 1.46% Cu from 249m and 9m @ 1.27% Cu from 255m.

• mineralisation was again encountered, with better intercepts including 2m @ 0.64% Cu from 57m, 2m @ 1.14% Cu from 62m, 2m @ 0.86% Cu from 66m, 2m @ 0.96% Cu from 71m, 2m @ 2.06% Cu, 20 g/t Ag from 106m, 1m @ 1.13% Cu from 244m.

• WLRCDD028 (594.4m) was drilled to test along strike to the south of WLRCDD015 and its gravity/magnetic target. Strong copper and zinc mineralisation was encountered in multiple intervals, with results including 90m @ 0.68% Cu, 3 g/t Ag from 412m (including 9m @ 1.29% Cu, 7 g/t Ag from 412m and 19m @ 1.36% Cu, 6 g/t Ag from 432m), 3m @ 0.70% Zn from 509m, 1m @ 0.57% Pb, 6.96% Zn from 546m and 1m @ 0.95% Zn from 592m.

Mineralisation at Wirlong remains open up and down dip, and along strike; future activities will focus on extending the known mineralised zones and targeting potential higher grade structures.

Sandy Creek

The Sandy Creek prospect is located approximately 12km SSW of the Wirlong prospect and is directly along strike from the stratigraphic contact intersected at the Mallee Bull deposit, occupying the same geological unit; a north-south trending belt of sandstone and siltstone of the Shume Formation. A coincident IP anomaly and discrete magnetic low identified in the area was the target for historic drillhole SCDD001 drilled in 2002 by Pasminco. Down-hole EM identified a very strong off-hole conductor 50m below and slightly north of SCDD01; this conductor was the target of drillhole SCDD002 drilled in 2003 which returned 10.2m @ 1.6% Cu, 7.4% Pb, 68 g/t Ag from 521.8m.

Follow-up drilling by Peel encountered several broad zones of mineralisation and alteration, including a 19m zone of variable pyrrhotite-dominant sulphides containing a 4m interval averaging 9.63% Pb, 1.1% Zn, 0.50% Cu, 48 g/t Ag from 493m in PSCDD001, and 1m intervals in hole PSCDD002 of 9.16% Pb, 5.36% Zn, 1.48% Cu, 82.3 g/t Ag from 499m and 3.65% Pb, 6.91% Zn, 25.4 g/t Ag from 502m.

Activities this reporting period comprised of RAB and RC drilling both at the main prospect area and an additional target identified approximately 5km north named ‘Valvoline’. At the main prospect, 24 RAB drillholes (PSCRAB080 – 104) were drilled to the south of the Sandy Creek mineralisation to evaluate the extensional potential and test a chargeability anomaly associated with a gravity high. Approximately 1km to the SW, another IP chargeability anomaly located along strike from the former was also tested with 29 RAB drillholes. Whilst results were generally low, several intervals of lead and zinc mineralisation were returned, with better intercepts including 1m @ 0.29% Pb from 28m in PSCRAB097, 6m @ 0.22% Pb from 38m (incl. 1m @ 0.49% Pb from 40m) in PSCRAB062, 3m @ 0.18% Zn from 38m to EOH in PSCRAB063 and 1m @ 0.26% Pb from 49m in PSCRAB072.

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2 RAB and 2 RC drillholes. Excepting a 1m intercept of 0.17% Pb from surface in RAB hole WB002, no significant results were returned. However, it is noted that both RC drillholes failed to properly test the modelled magnetic anomalies.

Red Shaft

The Red Shaft prospect is located approximately 9km northeast of Sandy Creek and 4km south of Wirlong, and bears many similarities to the latter. The prospective stratigraphy that hosts the mineralisation at Wirlong is traceable to Red Shaft, indicating a mineralised trend covering more than 6km strike. RAB drilling was completed at Red Shaft following the success of the December 2014 program (incl. 15m @ 0.86 g/t Au from 7m in RSRAB035) along with 6 RC drillholes, returning significant gold and lead values:

• 6m @ 0.44 g/t Au from 48m in RSRAB043, 12m @ 0.31 g/t Au from 36m in RSRAB050, and 18m @ 0.34 g/t Au from 6m in RSRAB054.

• 1m @ 1.21% Pb, 0.05% Cu, 0.06% Zn from 31m in RSRAB043, 1m @ 1.53% Pb, 0.20% Cu, 0.02% Zn from 34m in RSRAB045, 2m @ 0.62% Pb, 0.12% Cu, 0.10% Zn from 6m in RSRAB046.

• 10m @ 0.84 g/t Au, 0.20% Cu, 0.26% Pb from 60m incl. 4m @ 1.88 g/t Au, 0.35% Pb from 61m in RSRC003, 2m @ 0.41% Pb, 6 g/t Ag from 54m in RSRC004, 2m @ 0.44% Pb from 17m in RSRC005, and 5m @ 0.76% Cu from 62m in RSRC007.

Bedooba

anomaly with coincident gravity high and a substantial multi-element geochemical soil anomaly along strike to the northeast. Encouragingly, a detailed gravity survey has indicated a continuation of the positive gravity ridge to the south, and 3D inversion model of airborne magnetic data collected over the prospect this reporting period has been completed for drill targeting. Recent soil sampling also confirmed the previously identified arsenic and bismuth surface geochemical anomalies, and an additional partial leach program is anticipated along the anomalous magnetic/gravity trend.

Wagga Tank/Mount View Projects

The Wagga Tank and Mount View Projects comprise a package of 4 tenements within the Cobar Superbasin, for which Peel completed purchase agreements this year.

ELs 7581 and 7484 of the Mount View Project were acquired from MMG Australia Limited, with the latter licence (which adjoins EL7461, host to the Mallee Bull and May Day deposits) containing the May Day Tails prospect; a large untested coincident magnetic and geochemical anomaly.

ELs 7226 and L6695 of the Wagga Tank Project were held in Joint Venture by MMG Australia Limited (80%) and Golden Cross Operations Pty Ltd (20%). Subsequent to the year end, Peel acquired 100% of the Joint Venture interests with MMG Australia Limited receiving $1 consideration and 2% NSR on any future metals production; and Golden Cross Operations Pty Ltd receiving $40,000 cash. Transfer of EL6695 has been finalised, and Peel expects transfer of the remaining tenements to be completed in the quarter post year end.

Wagga Tank and Siegal’s Shaft prospects

Shaft/MD-2 prospects. Rock chip samples taken in both areas returned highly anomalous values; 0.69% Pb, 0.31% Zn, 16 g/t Ag, 2.01 g/t Au from PRT01 and 0.31% Pb, 0.93 g/t Au from PRT02 at Siegal’s Shaft; 0.26% Cu, 2.97% Pb, 0.20% Zn from PRT03 and 0.29% Cu, 1.45% Pb, 0.30% Zn from PRT04 at Wagga Tank.

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Review of Operations

Shortly after the end of this reporting period, Peel completed RC drillhole MD2RC001 to target a strong positive magnetic anomaly that defines the Siegal’s Shaft/MD-2 prospect area. Historic activities had insufficiently tested this feature, with drilling predominantly focused on following-up surface geochemical anomalism and associated IP anomalies. MD2RC001 was terminated at 343m due to excessive water, however anomalous Cu, Pb and Zn values were seen throughout the hole along with elevated magnetic susceptibility readings. Whilst final assay results remain pending, significant intercepts from portable XRF analyses include 1m @ 1.22% Zn, 0.36% Pb from 81m and 20m @ 0.23% Zn from 119m (including 2m @ 0.41% Zn, 0.11% Pb from 121m and 1m @ 0.37% Zn, 0.19% Pb, 9 g/t Ag from 144m). Follow-up DHEM surveying of MD2RC001 is anticipated, along with further drilling. Geological mapping of the area has shown that mineralisation at Siegal’s Shaft/MD-2 have characteristics similar to the styles at Mallee Bull, Sandy Creek and Wirlong.

Drilling is also planned for the Wagga Tank prospect. Historic drilling at Wagga Tank culminated in the estimation of a non-JORC compliant inferred mineral resource comprising polymetallic (Zn-Pb-Cu-Ag-Au) mineralisation, with significant intercepts including 5.3m @ 2.09 g/t Au, 1164 g/t Ag, 9.36% Cu, 0.78% Pb from 119.8m in HD-9; 15.4m @ 133 g/t Ag, 0.4% Cu, 4.5% Pb, 12.5% Zn from 140.1m in HD-11; 7.5m @ 99.4 g/t Ag, 7.25% Pb, 18.0% Zn from 215.6m in HD-12 and 2.5m @ 0.24 g/t Au, 100 g/t Ag, 0.25% Cu, 8.59% Pb, 11.6% Zn from 216.2m in HD-14. A review of data at Wagga Tank indicates that the mineralised system remains open along strike and at depth.

Apollo Hill Project

Apollo Hill deposit; Apollo Hill Main Zone and the Ra Zone. Both deposits exhibit the hallmarks of a major mineralised Archean gold system, showing extensive and intense hydrothermal alteration and deformation.

In June 2010, Peel entered into an option agreement with Hampton Hill Mining NL (ASX:HHM) to acquire the entire issued capital of Apollo Mining Pty Ltd, the 100%-owner of the Apollo Hill gold, and in November 2010 the option was exercised. The key terms of the sale agreement saw Peel issue 11 million fully paid ordinary shares to HHM in consideration for Apollo Hill, and HHM granted a 5% gross overriding royalty on Apollo Hill gold production exceeding 1 million ounces.

Peel has since consolidated the Apollo Hill Project landholding to over 930km[2] of granted tenure and applications, with multiple prospective targets identified over the broader area and away from the main Apollo Hill resource.

History and Geology

abundant alluvial gold at the base of a prominent hill in the area. Active drilling so far has outlined extensive gold mineralisation and alteration over a 1km strike length, which is up to 250m wide and dips 45-60 degrees to the east.

Multiple gold mineralisation events are interpreted to have occurred at Apollo Hill during a complex deformational history. Gold mineralisation is accompanied by quartz veins and carbonate-pyrite alteration associated with a mafic-felsic contact.

The Apollo Hill gold project straddles a major shear zone, known as the Apollo shear zone, which is a component of the Keith Kilkenny Fault system. This shear zone is largely concealed beneath transported overburden, often associated with the Lake Raeside drainage system, and previous surface geochemical sampling and shallow RAB drilling has consequently been of limited effectiveness. Deeper drilling by previous explorers has largely focused on the only locality where this shear zone is exposed at surface, Apollo Hill itself, and also on a nearby parallel trend termed the Western trend (Ra deposit).

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Review of Operations

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FIGURE 4: APOLLO HILL PROJECT TENEMENTS & GEOLOGY

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Apollo Hill Mineral Resource Estimates

In December 2010, Peel reported a maiden inferred resource estimate for the Apollo Hill and Ra deposits; 11.1 Mt @ 1.0 g/t Au for 341,000 ounces of gold (using 0.5 g/t gold cut off), with the potential to increase resources with minimal further drilling.

comprising approximately 3,600m of RC and diamond drilling. The programme was designed to increase sample density to allow for the extension of the Apollo Hill resource model a further 200 metres (grid) south, and to a minimum depth of about 150 metres below surface. The drilling also provided representative gold-mineralised material for additional metallurgical testwork. Subsequently, in September 2011 Peel reported a 48 per cent increase in the resource estimate for Apollo Hill, to 505,000 ounces contained gold.

The updated mineral resource estimate totals 17.2 million tonnes at 0.9 g/t Au for 505,000oz of gold (using a 0.5 g/t gold cut-off) across the Apollo Hill and Ra deposits. The Mineral Resource estimate is reported in accordance with the guidelines of the JORC Code (2004 edition) – see ASX announcement 9 September 2011:

CUT-OFF	RA	RA	RA	APOLLO HILL	APOLLO HILL	APOLLO HILL	TOTAL	TOTAL	TOTAL
AU G/T	MT	AU G/T	KOZ	MT	AU G/T	KOZ	MT	AU G/T	KOZ
0.2	2.4	0.7	54	43	0.5	691	45.4	0.5	745
0.4	1.5	1	48	22	0.8	566	23.5	0.8	614
0.5	1.2	1.1	42	16	0.9	463	17.2	0.9	505
0.6	1	1.2	39	12	1.0	386	13	1.0	424
0.8	0.7	1.4	32	7	1.2	270	7.7	1.2	302
1	0.5	1.6	26	4	1.4	180	4.5	1.4	206
1.2	0.4	1.8	23	2	1.6	103	2.4	1.6	126
TABLE 2: APOLLO HILL RESOURCE ESTIMATES

Peel Mining believes that the shallow and extensive nature of mineralisation at the Apollo Hill gold project suggests that the project has reasonable prospects for eventual economic extraction.

Metallurgy

Metallurgical testwork on Apollo Hill mineralisation has consistently given promising outcomes. The latest program undertaken in early calendar 2016 was completed to evaluate gravity and cyanide leach extractions (including heap-leach simulation) from the ore at conventional grind sizes and coarse-crush sizes, with key results as follows:

• Head Assay Characteristics

• The overall head grade was calculated to be 0.73 g/t Au with variable assay repeatability. The ore contains minor concentrations of silver and low concentrations of cyanide consuming metals.

• Communition Characteristics

• Bond Ball Mill Work Index indicates an ore of average hardness (16 kWh/t)

• Gold extraction characteristics

• Excellent Au extraction with agitated cyanide leach; 92-98% recovery at P80 sizes of 300, 150 and 90 microns

• Excellent gravity Au extraction; Gravity Recoverable Gold (GRG) test returned 82.5% recovery

• Moderate to good Au extraction with column leach; heap leach simulation tests at HPGR crush sizes of -4mm and -8mm achieved 76.7% and 69.1% recovery respectively, with moderate cyanide consumption.

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FIGURE 5: APOLLO HILL PRESOURCE EXPLORATION POTENTIAL

Recent Activity

An RC drilling program was completed at Apollo Hill in early calendar 2016, comprising 7 new drillholes (PARC033-39) and an extension to the existing drillhole PARC31. Encouragingly high grade gold mineralisation was encountered, increasing the known strike of the Apollo Hill main zone by up to 250m to the southeast indicating good potential to add to the existing resource. Extensional intercepts included 8m @ 6.39 g/t Au from 71m (incl. 3m @ 15.6 g/t Au from 74m) and 10m @ 4.23 g/t Au from 94m (incl. 5m @ 6.31 g/t Au from 95m) in PARC036, as well as 28m @ 0.86 g/t Au from 207m in PARC31. Infill drill results in the southeast portion of the resource were also positive; 1m @ 8.09 g/t Au from 47m and 1m @ 4.77 g/t Au from 120m in PARC037, and 5m @ 1.56 g/t Au from 19m, 1m @ 4.4 g/t Au from 53m, 1m @ 5.20 g/t Au from 95m, 1m @ 4.23 g/t Au from 113m, 1m @ 19.55 g/t Au from 142m and 1m @ 8.50 g/t Au from 162m in PARC038.

RC drillholes were also collared to test for down-dip extensions to mineralisation in the central and southern part of the Apollo Hill main zone area and multiple mineralised intervals were intercepted in all three; 10m @ 0.76 g/t Au from 214m in PARC033, 5m @ 1.71 g/t Au from 209m, 1m @ 7.51 g/t Au from 246m and 1m @ 42.77 g/t AU from 287m in PARC034, and 12m @ 0.85 g/t Au from 258m in PARC035.

Further drilling is anticipated at the main Apollo Hill deposit to follow-up these encouraging results.

Additional activities at the main zone comprised of the sampling and assaying of historic drill core. Diamond drilling completed by Apex Minerals NL in 2006 had returned significant mineralised zones including 1.26m @ 21.12 g/t Au from 192.74m in AAHD0002, 1.3m @ 14.46 g/t Au from 96.7m in AAHD0004, and 2m @ 69.26 g/t Au from 146m in AAHD0010. However, numerous sample gaps were present with many in close proximity to high grade Au intervals as well as the ends of drillholes. The latest assays continue to substantiate the Apollo Hill resource model with intervals such as 1m @ 6.74 g/t Au from 165m in AAHD0004; 1m @ 2.91 g/t Au from 225m in AAHD0010; 2m @ 1.18 g/t Au from 148m in AAHD0014; 1m @ 2.59 g/t Au from 400m and 1m @ 3.60 g/t Au from 417m in AAHD0020.

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Review of Operations

Regional Apollo Hill Project Exploration

Regional exploration activities throughout Peel’s extensive WA tenure has delineated multiple targets that warrant further investigations. The most promising of these is the ‘40G’ prospect, located on E31/1063 to the SE of the main Apollo Hill resource. Preliminary geochemical sampling showed the area to be highly anomalous in gold (max. 42.9 g/t Au) and follow-up RAB drilling completed late last financial year continued to highlight the prospectivity of the area with intercepts such as 2m @ 0.53 g/t Au from 9m in 40GRAB03, 2m @ 1.32 g/t Au from 16m and 2m @ 2.11 g/t Au from 22m in 40GRAB12, and 1m @ 1.09 g/t Au from 18m in 40GRAB17. Auger and rock chip sampling has since extended coverage to the north, south and east of the RAB drilling, with anomalous gold values of up to 110ppb Au returned towards the east along an interpreted NE trending magnetic structural feature. An RC and diamond drilling program has been proposed to test whether mineralisation hosting structures exist beneath the geochemical anomalies, with additional surface sampling to be completed prior to drilling commencement.

About 17km southeast of 40G, a small soil and rock chip sampling program was undertaken on E31/1076 ‘Mt Remarkable’ where the main target is a strong discrete magnetic anomaly (named ‘The Eye’) in otherwise low-tomoderately responsive basalt. Whilst only minor Au values were returned, an increase in surface sampling coverage is deemed required to investigate the full potential of the area.

Attunga

interest; the Attunga Tungsten Deposit and the Attunga Copper Mine prospect. The Attunga Project area is considered prospective for tungsten-molybdenum skarn-type mineralisation and base/precious metal skarn-type mineralisation.

Attunga Copper Mine

The Attunga Copper Mine, located about 800m north of the Attunga Tungsten Deposit was discovered in 1902 and worked over various periods up until World War 2. Total recorded production was about 1,600t ore grading ~6% copper, ~8 g/t gold and ~150 g/t silver. Other significant metals present include bismuth and molybdenum.

In May 2009, Peel completed a drilling program targeting the historic Attunga Copper Mine workings and an EM anomaly. While thick clays prevented the effective testing of the EM anomaly, drilling to the south of the historic workings resulted in the discovery of polymetallic mineralisation. Drillhole ACM-004 returned 75m at 1.02 g/t Au, 0.87% Cu, 0.09% Mo, 0.06% Bi, and 22 g/t Ag from 136m including 27m at 1.60 g/t Au, 1.6% Cu, 0.18% Mo, 0.1% Bi, and 39 g/t Ag from 136m. The true width of the above intervals is construed to be approximately 25% of the down-hole intercepts. Further drilling was completed in 2010, where six diamond drillholes totalling 944m drilling that returned encouraging mineralisation up-dip of ACM-004 with an interval of 5.6m at 0.44% Mo, 0.70 g/t Au, 12 g/t Ag, 0.45% Cu, 1.9 g/t Re from 48m and 1.4m at 22.70 g/t Au, 13 g/t Ag, 0.72% Cu from 55m.

mineralisation that remains open in several directions and provides encouragement that the Attunga skarn deposits are possibly part of a larger metalliferous system.

Attunga Tungsten Deposit

Multiple phases of exploration have been completed by Peel at the Attunga Tungsten Deposit including the completion of an independent JORC-compliant mineral resource estimation in April 2008. The Mineral Resource estimate is reported in accordance with the guidelines of the JORC Code (2004 edition) – see ASX announcement 24 April 2008:

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Review of Operations

TOTAL INFERRED RESOURCE
WO3 EQUIVALENT CUTOFF	MILLION TONNES	WO3 %	MO %	WO3 EQUIVALENT %	TONNES WO3 EQUIVALENT
0.1	2.27	0.39	0.04	0.48	10,800
0.2	1.29	0.61	0.05	0.73	9,400
0.3	0.86	0.82	0.06	0.97	8,300
0.4	0.58	1.09	0.08	1.27	7,300
0.5	0.4	1.4	0.10	1.63	6,500
0.6	0.32	1.6	0.12	1.86	5,900
TABLE 3: ATTUNGA RESOURCE ESTIMATES

Peel believes that the deposit’s small, high grade nature and proximity to excellent infrastructure and services bodes well for its future advancement/potential development. Due to the work commitments at the Mallee Bull prospect and Cobar Superbasin Prospects no work was completed at the Attunga Tungsten deposit or Attunga Copper Mine in 2016.

Corporate

Peel Mining Limited completed its Research & Development Tax Incentive application for activities undertaken by the Company during the year, as part of its annual tax return. Peel received tax refunds under the scheme of $769,380 (before interest and costs).

Subsequent to the end of the year, Peel raised $2,992,000 by way of placement of 18,700,000 new ordinary shares in the company, on the 19th September 2016.

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Review of Operations

Mineral Resource Estimation Governance Statement

The Mallee Bull Maiden Resource Estimate, the Apollo Hill and Attunga Resource Estimates remained unchanged from the Resources Estimate as at 30 June 2014

Peel Mining Ltd has ensured that the Mineral Resource Estimates are subject to good governance arrangements and internal controls. The Mineral Resources reported have been generated by independent external consultants who are experienced in best practices in modelling and estimation methods. The consultants have also undertaken review of the quality and suitability of the underlying information used to generate the resource estimations. Additionally, Peel Mining Ltd carries out regular reviews and audits of internal processes and external contractors that have been engaged by the Company.

The Mineral Resources for Apollo Hill and Attunga were compiled and reported in accordance with the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code) 2004 Edition, whilst the Mallee Bull Resource Estimate was completed in accordance with the JORC Code 2012 Edition.

The tables below set out Mineral Resources comparatives for 2015 and 2016.

Mineral Resource Statement

Mallee Bull Mineral Resource Estimate based on 1% copper equivalent (CuEq) cut-off grade

	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015
Category	Kt	CuEq	Cu %	Ag g/t	Au g/t	Kt	CuEq	Cu %	Ag g/t	Au g/t
Indicated	620	2.22	1.73	29.0	0.54	620	2.22	1.73	29.0	0.54
Inferred	3,300	2.8	2.4	32	0.3	3,300	2.8	2.4	32	0.3
Total	3,920	2.7	2.3	32	0.3	3,920	2.7	2.3	32	0.3

Apollo Hill Inferred Mineral Resource Estimate based on a 0.5 g/t Au cut-off grade

	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015
Apollo Hill Gold Project	Mt	Au g/t	Koz	Mt	Au g/t	Koz
Ra Zone	1.2	1.1	42	1.2	1.1	42
Apollo Hill	16	0.9	463	16	0.9	463
Total	17.2	0.9	505	17.2	0.9	505

Attunga Tungsten Deposit Inferred Mineral Resource Estimate based on a 0.2% WO3equivalent cut-off

	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2016	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015	Mineral Resource – as at 30 June 2015
WO3 equivalent cut-off	Mt	WO3Eq %	WO3 %	Mo %	Mt	WO3Eq %	WO3 %	Mo %
0.2	1.29	0.73	0.61	0.05	1.29	0.73	0.61	0.05

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Review of Operations

Competent Persons Statements

Mallee Bull

The information referred to in this announcement in relation to the Mallee Bull Resource Estimate is based on information compiled by Jonathon Abbott, a Competent Person who is a Member of the Australian Institute of Geoscientists. At the time of calculating the Resource Estimate Mr Abbott was a full time employee of MPR Geological Consultants Pty Ltd and is an independent consultant to Peel Mining Ltd. Mr Abbott has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code of Reporting of Mineral Resources and Ore Reserves’. Mr Abbott consented to the release of the matters based on his information in the form and context in which it appears

Apollo Hill

The information in this report that relates to mineral resource estimation for Apollo Hill is based on work completed by Mr Jonathon Abbott who is a full time employee of Hellman and Schofield Pty Ltd and a member of the Australasian Institute of Mining and Metallurgy. Hellman & Schofield was not required to review the quality or validity of the sampling data, as Peel Mining are accepting responsibility for these aspects of the estimates. Mr Abbott has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Abbott consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to the validity/quality of the Apollo Hill sampling database and Apollo Hill exploration results, densities, cut off grades, potential for eventual economic extraction and comments on the resource estimates and project background is based on information compiled by Rob Tyson, who is a Member of The Australasian Institute of Mining and Metallurgy. Rob Tyson is a full-time employee of the Company and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Rob Tyson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Attunga Tungsten Deposit

The information referred to in this announcement in relation to the Attunga Resource Estimate is based on information compiled by Mr Murray Hutton, a Competent Person who is a Member of the Australian Institute of Geoscientists. At the time of calculating the Resource Estimate Mr Hutton was a full time employee of Geos Mining and was an independent consultant to Peel Mining Ltd. Mr Hutton has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Mineral Resources and Ore Reserves’. Mr Hutton consented to the inclusion of the matters based on his information in the form and context in which it appears.

Peel Mining Exploration Results

The information in this report that relates to Exploration Results is based on information compiled by Rob Tyson who is a fulltime employee of the company. Mr Tyson is a member of the Australasian Institute of Mining and Metallurgy. Mr Tyson has sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as Competent Persons as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Tyson consents to the inclusion in this report of the matters based on information in the form and context in which it appears. Exploration results are based on standard industry practices, including sampling, assay methods, and appropriate quality assurance quality control (QAQC) measures.

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PEEL MINING LIMITED ANNUAL REPORT 2016

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PEEL MINING LIMITED ANNUAL REPORT 2016

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Schedule of Tenements

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Project Number Holder Peel Interest
New South Wales
Attunga EL8326 Peel Mining Ltd 100%
Ruby Silver EL7711 Peel Mining Ltd 100%
Brambah EL8336 Peel Mining Ltd 100%
Mayday ML1361 Peel Mining Ltd 50%
Gilgunnia EL7461 Peel Mining Ltd 50%
Gilgunnia South EL7519 Peel Mining Ltd 100%
Mundoe EL7976 Peel (CSP) Pty Ltd 100%
Tara EL8070 Peel (CSP) Pty Ltd 100%
Manuka EL8071 Peel (CSP) Pty Ltd 100%
Mirrabooka EL8105 Peel (CSP) Pty Ltd 100%
Yackerboon EL8112 Peel (CSP) Pty Ltd 100%
Iris Vale EL8113 Peel (CSP) Pty Ltd 100%
Hillview Nth EL8125 Peel (CSP) Pty Ltd 100%
Norma Vale EL8126 Peel (CSP) Pty Ltd 100%
Yara EL8114 Peel (CSP) Pty Ltd 100%
Burthong EL8115 Peel (CSP) Pty Ltd 100%
Illewong EL8117 Peel (CSP) Pty Ltd 100%
Mundoe North EL8201 Peel (CSP) Pty Ltd 100%
Sandy Creek EL8307 Peel (CSP) Pty Ltd 100%
Glenwood EL8314 Peel (CSP) Pty Ltd 100%
Pine Ridge EL8345 Peel (CSP) Pty Ltd 100%
Gilgunnia North EL8391 Peel Mining Ltd 100%
Mt Walton EL8414 Peel Mining Ltd 100%
Marygold EL8426 Peel Mining Ltd 100%
Lineara EL8447 Peel Mining Ltd 100%
Western Australia
27 Well E40/0296 Apollo Mining Pty Ltd 100%
Bulyairdie E40/0303 Apollo Mining Pty Ltd 100%
Isis M39/0296 Apollo Mining Pty Ltd 100%
Apollo Hill South E31/1063 Apollo Mining Pty Ltd 100%
The Gap E40/337 Apollo Mining Pty Ltd 100%
Yerilla E31/1075 Apollo Mining Pty Ltd 100%
Mt Remarkable E31/1076 Apollo Mining Pty Ltd 100%
Apollo Hill ML M31/486 Apollo Mining Pty Ltd 100%
Rise Again E31/1087 Apollo Mining Pty Ltd 100%
Rise Again P31/2068 Apollo Mining Pty Ltd 100%
Rise Again P31/2069 Apollo Mining Pty Ltd 100%
Rise Again P31/2070 Apollo Mining Pty Ltd 100%
Rise Again P31/2071 Apollo Mining Pty Ltd 100%
Rise Again P31/2072 Apollo Mining Pty Ltd 100%
Rise Again P31/2073 Apollo Mining Pty Ltd 100%
Apollo Hill E39/1198 Apollo Mining Pty Ltd 100%
Apollo Hill E39/1236 Apollo Mining Pty Ltd 100%
Apollo Hill P31/1797 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4586 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4587 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4588 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4589 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4590 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4591 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4592 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4677 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4678 Apollo Mining Pty Ltd 100%
Apollo Hill P39/4679 Apollo Mining Pty Ltd 100%
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PEEL MINING LIMITED ANNUAL REPORT 2016

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Directors’ Re ort p

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Your directors present their report on the consolidated entity (“ Group ”) comprising Peel Mining Limited (“ Company ”) and the entities it controlled at the end of, or during the financial years ended 30 June 2016 and the comparative period.

Directors

Graham Hardie

Robert Tyson

Directors’ interests in shares and options

Directors’ interests in shares and options as at the date of this report are set out in the table below.

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Director Shares Directly and Indirectly Held Options
Simon Hadfield 3,812,564 500,000
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Graham Hardie	15,422,890	500,000
Robert Tyson	7,080,000	1,000,000

Principal activities

The principal activity of the Group is the exploration for economic deposits of minerals. For the period of this report, the emphasis has been on base and precious metals.

Results

The loss for the Group for the financial year after providing for income tax amounted to $345,277 (2015: $1,725,638).

Dividends

No dividends were paid or proposed during the year.

Review of operations

pages 2 to 18 in this report.

Contributed equity increased during the financial year by $19,000 through the issue of:

• i. 100,000 ordinary shares at $0.19 each as part of the exercise of employee options as part of the company’s employee share option plan.

financial year, other than disclosed in this report.

Events occurring after balance date

Peel Mining Limited raised $2,992,000 (net of costs) by way of placement of 18,700,000 new ordinary shares in the company, on the 19th September 2016.

Other than the above, there were no events occurring after balance date requiring separate disclosure.

Likely developments and expected results

It is the Board’s current intention that the group will seek to progress exploration on current projects. These activities are inherently risky and there are no certainties that the group will successfully achieve its objectives.

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Directors’ Report

Information on directors

Non-Executive Chairman

industrial and resource companies. Mr Hadfield is Managing Director of Resource Information Unit Pty Ltd and a director of RIU Conferences Pty Ltd. No other directorships were held in the past 3 years.

Mr Hadfield holds 3,812,564 shares in Peel Mining Limited and 500,000 share options with an exercise price of $0.216.

Robert Maclaine Tyson B.App Sc(Geol).GradDip Applied Finance(SIA) – Managing Director

Mr Tyson is a geologist with more than 20 years resources industry experience having worked in exploration and mining-related roles for companies including Cyprus Exploration Pty Ltd, Queensland Metals Corporation NL, Murchison Zinc Pty Ltd, Normandy Mining Ltd and Equigold NL. Mr Tyson has more than five years of senior management experience. No other directorships were held in the past 3 years.

Mr Tyson holds 7,080,000 shares in Peel Mining Limited and 1,000,000 share options with an exercise price of $0.07.

Graham Hardie FCA – Non-Executive Director

Mr Hardie is the principal of Hardie Finance Corporation, a private Perth-based property development company, and is also the principal of Entertainment Enterprises, a private Perth-based hospitality company. He is a Fellow of the Institute of Chartered Accountants and a former partner in a leading Chartered Accounting firm. He has extensive commercial and financial experience and has held board positions on a number of public companies in the mining, media, transport and retail industries. No other directorships were held in the past 3 years.

Mr Hardie holds 15,422,890 shares in Peel Mining Limited and 500,000 share options with an exercise price of $0.216.

Ryan Woodhouse CA – Company Secretary

Mr Woodhouse has 9 years of experience in the mining and energy industries in the area of accounting and governance. He holds a Bachelor of Commerce from Curtin University and is a member of the Institute of Chartered Accountants.

Mr Woodhouse was appointed Company Secretary on 7 January 2015.

Meetings of directors

Director’s attendance at directors meetings are shown in the following table:

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Director Number held whilst in office Number attended
S Hadfield 9 9
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Director S Hadfeld	Number held whilst in offce 9	Number attended 9
G Hardie	9	9
R Tyson	9	9

Remuneration report (audited)

The remuneration report is set out under the following headings:

• a. Principles used to determine the nature and amount of remuneration

• b. Details of remuneration

• c. Service agreements

• d. Share-based compensation and

• e. Additional information.

PEEL MINING LIMITED ANNUAL REPORT 2016

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Directors’ Report

a) Principles used to determine the nature and amount of remuneration

The objective of the remuneration framework of Peel Mining Limited is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders. The board believes that executive remuneration satisfies the following key criteria:

• competitiveness and reasonableness

• acceptability to shareholders

• performance linkage / alignment of executive compensation

• transparency

• capital management.

short and long-term incentives in line with the Company’s remuneration policy.

Board and senior management

the responsibilities of, the directors and the senior management. Such fees and payments are determined by the board and reviewed annually.

Company policy in relation to remunerating executives is that directors are entitled to remuneration out of the funds of the Company but the remuneration of the non-executive directors may not exceed in any year the amount fixed by the Company in general meeting for that purpose. The aggregate fees of the non-executive directors has been fixed at a maximum of $250,000 per annum to be apportioned among the non-executive directors in such a manner as they determine (refer below). Directors are also entitled to be paid reasonable travel, accommodation and other expenses incurred in consequence of their attendance at board meetings and otherwise in the execution of their duties as directors. Senior management are paid based on applicable market rates.

Remuneration is not linked to past Group performance but rather towards generating future shareholder wealth through share price performance. The board and management are issued share options in the Company on a periodic basis as a means to link executive rewards to shareholder value.

Peel Mining Limited listed on 11 May 2007 at 20c per share and the share price at 30 June 2016 was 17c (2015: 27c). The Company has recorded a loss each financial year to date, except for 2014 during which it recorded a gain on the partial disposal of the Mallee Bull Project. No dividends have been declared or paid during the reporting period.

PEEL MINING LIMITED ANNUAL REPORT 2016

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Directors’ Report

b) Details of remuneration

Details of the nature and amount of each element of the remuneration of each of the directors of Peel Mining Limited and other key management personnel of the Group during the year ended 30 June 2016 are set out in the following table.

Table 1: Director and Key Management Personnel remuneration

	Short-Term Employment Benefts	Post- Employment	Long-Term Benefts	Share Based Payment
	Cash salary and fees	Superannuation	Long-service leave	Options	Total	Performance Related
2016	$	$	$	$	$	%
Directors
R Tyson	229,004	21,755	28,761	12,080	291,600	0%
S Hadfeld	50,000	4,750	-	45,410	100,160	0%
G Hardie	50,000	4,750	-	45,409	100,159	0%
Other Key Management Personnel
R Woodhouse1	110,000	10,500	-	13,399	133,899	0%
Total	439,004	41,755	28,761	116,298	625,818	0%
	Short-Term Employment Benefts	Post- Employment	Long-Term Benefts	Share Based Payment
	Cash salary and fees	Superannuation	Long-service leave	Options	Total	Performance Related
2015	$	$	$	$	$	%
Directors
R Tyson	200,000	19,000	-	22,044	241,044	0%
S Hadfeld	50,000	4,750	-	-	54,750	0%
G Hardie	50,000	4,750	-	-	54,750	0%
Other Key Management Personnel
R Woodhouse1	58,037	5,429	-	-	63,466	0%
D Lim2	50,770	4,823	-	-	55,593	0%
Total	408,807	38,752	-	22,044	469,603	0%

1. Appointed as Company Secretary on 7 January 2015.

2. Ceased being Company Secretary on 7 January 2015.

c) Service agreements

Remuneration and other terms of employment for the directors and key management personnel, except those of non-executive directors are formalised in Employment Agreements or Letters of Offer. Details of the employment conditions for directors and key management personnel are set out below:

with the Company in respect to his appointment as a non-executive director. Mr Hadfield received payments and benefits totalling $100,160 (2015:$ 54,750) in his role as a non-executive director of the Company.

G Hardie (non-executive director)

Mr Hardie was appointed a director of the Company on 24 February 2010. Mr Hardie has not entered into a formal contract with the Company in respect to his appointment as a non-executive director. Mr Hardie received payments and benefits totalling $100,159 (2015:$ 54,750) in his role as a non-executive director of the Company.

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Directors’ Report

R Tyson (managing director)

Mr Tyson was appointed a director of the Company on 20 April 2006. Mr Tyson is employed as the Managing Director of the Company under an ongoing contract. The terms of his contract state:

• The managing director receives fixed remuneration of $230,000 per annum gross, plus statutory superannuation guarantee.

• Either the managing director or the Company may terminate the employment at any time by giving one month written notice.

• The managing director may be invited to participate in the Company’s Employee Share Option Plan.

• If the Company terminates the employment of the managing director any active share options issued will be cancelled.

R Woodhouse (Company Secretary)

Mr Woodhouse was appointed company secretary of the Company on 7 January 2015. Mr Woodhouse is employed under a letter of employment with the Company as their financial controller, the terms of which state:

• The employee receives fixed remuneration of $110,000 per annum gross, plus statutory superannuation guarantee.

• Either the employee or the Company may terminate the employment at any time by giving one month written notice.

d) Share-based compensation

Employees

Options over shares in Peel Mining Limited may be granted under the Company’s Employee Share Option Plan which was created in June 2008 and approved by shareholders at the annual general meeting. The Employee Share Option Plan is designed to provide long-term incentives for employees to deliver long-term shareholder returns. Under the plan, participants are granted options 50% of which vest immediately and the remainder vest after twelve months provided the employee is still employed by the Company at the end of the vesting period. Participation in the plan is at the board’s discretion.

Details of options over ordinary shares in the Company provided as remuneration to each director and key management personnel of Peel Mining Limited are set out below. When exercisable, each option is convertible into one ordinary share of Peel Mining Limited. Further information on the options is set out in note 25 to the financial statements.

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Name Value granted Number of options granted during year Number of options vested during year
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Name	Valuegranted	Valuegranted	Number of optionsgranted during year	Number of optionsgranted during year	Number of options vested during year	Number of options vested during year
	2016	2015	2016	2015	2016	2015
Directors
Simon Hadfeld	45,410	-	500,000	-	500,000	-
Graham Hardie	45,409	-	500,000	-	500,000	-
Rob Tyson	-	30,000	-	1,000,000	500,000	500,000
Ryan Woodhouse	16,000	-	200,000	-	100,000	20,000

The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date. Fair values at grant date have been determined using a Black-Scholes option pricing model that takes into account the exercise price, term of the option, impact of dilution, share price at grant date, price volatility of the underlying share, expected dividend yield and the risk-free interest rate for the term of the option.

PEEL MINING LIMITED ANNUAL REPORT 2016

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Directors’ Report

The terms and conditions of each grant of options existing at reporting date is as follows:

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----- Start of picture text -----

Date Vested & Value per Option
Grant Date Exercisable Expiry Date Exercise Price at Grant Date
----- End of picture text -----

Grant Date	Date Vested & Exercisable	Expiry Date	Exercise Price	Value per Option at Grant Date
5 December 2014 7 December 2015 19 October 2015	5 December 2014 (50%) 5 December 2015 (50%) 7 December 2015 100%) 19 October 2015 (50%) 19 October 2016 (50%)	4 December 2017 7 December 2018 19 October 2018	7 Cents 21.6 Cents 19 cents	3 Cents 9 cents 8 cents

No options were exercised by directors of Peel Mining Limited.

(e) Option holdings of key management personnel (KMP)

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----- Start of picture text -----

Balance at Expired Balance at
the start Granted as during Other end of the Vested and
30 June 2016 of the year compensation year Exercised Change year exercisable Unvested
Directors
- - - -
R Tyson 2,000,000 1,000,000 1,000,000 1,000,000
- - -
S Hadfield 500,000 500,000 500,000 500,000 500,000
G Hardie 500,000 500,000 500,000 - - 500,000 500,000 -
KMP
R Woodhouse - 200,000 - - - 200,000 100,000 100,000
----- End of picture text -----

(f) Share holdings of directors and key management personnel – Shares in Peel Mining Limited (number)

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----- Start of picture text -----

Received during
Balance at the year on the Other changes Balance at
30 June 2016 1 July 2015 exercise of options during the year 30 June 2016
Directors
G Hardie 15,422,890 - - 15,422,890
- -
R Tyson 7,080,000 7,080,000
- -
S Hadfield 3,812,564 3,812,564
KMP
R Woodhouse 200,000 - - 200,000
Received during
Balance at the year on the Other changes Balance at
30 June 2015 1 July 2014 exercise of options during the year 30 June 2015
Directors
G Hardie 15,422,890 - - 15,422,890
- -
R Tyson 7,080,000 7,080,000
- -
S Hadfield 3,812,564 3,812,564
KMP
R Woodhouse - 200,000 - 200,000
----- End of picture text -----

PEEL MINING LIMITED ANNUAL REPORT 2016

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Directors’ Report

(g) Other transactions with directors and key management personnel

charges the Company lease fees on arm’s length commercial terms on a monthly basis. Total fees charged to the Company by RIU for the year ended 30 June 2016 were $63,501 (2015: $59,760). During the year the Company participated in conferences organised by RIU Conferences Pty Ltd, to the value of $13,860 (2015: $17,380), a company of which Mr Hadfield is a director. These amounts are included in loss for the year within administration expenses and on the statement of financial position within trade and other payables at year end in relation to any unpaid amounts.

Aggregate amounts of each of the above types of “other transactions” with key management personnel of Peel Mining Limited:

	Consolidated	Consolidated
Amounts recognised as expense	2016	2015
	$	$
Management fees	63,501	59,760
Conferences	13,860	17,380
	77,361	77,140

h) Additional information

Cash bonuses

No cash bonuses have been paid by the Company during the reporting period.

Share-based compensation: options

Other than options granted and exercised under the Employee Option Share Plan, as described in (d) above, there were no options issued to or exercised by directors of Peel Mining Limited or other key management personnel during the year.

Use of remuneration consultants

During the year ended 30 June 2016, the Group did not employ the services of a remuneration consultant to review its existing remuneration policies and to provide recommendations in respect of both executive short-term and long-term incentive plan design.

Voting and comments made at the Company’s 2015 Annual General Meeting

The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

End of Audited Remuneration Report

PEEL MINING LIMITED ANNUAL REPORT 2016

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Directors’ Report

Shares under option

Unissued ordinary shares of the Company under option at the date of this report are as follows:

Date options granted	Expiry date	Issue price of shares	Number under option
3 December 2014 (managing director)	4 December 2017	7 cents	1,000,000
19 October 2015	19 October 2018	19 cents	1,100,000
7 December 2015(non-executive directors)	7 December 2018	21.6 cents	1,000,000
No option holder has any right under the options to participate in any other share issue of the Company.

Shares issued on the exercise of options

	Issue price of shares	Issue price of shares	Number of shares issued	Number of shares issued
Date of Exercise	2016 cents	2015 cents	2016 Number	2015 Number
31 July 2014	-	8	-	400,000
19 October 2016	19	-	100,000	-

During the financial year the Company paid a premium of $11,125 (2015: $13,594) to insure the directors and officers of the Group. The policy indemnifies each director and officer of the Group against certain liabilities arising in the course of their duties.

Proceedings on behalf of the Company

No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year.

Environmental Regulation

The Group holds exploration licences and mining leases in Australia. These licences specify guidelines for environmental impacts in relation to exploration activities. The licence conditions provide for the full rehabilitation of the areas of exploration in accordance with the respective jurisdiction’s guidelines and standards. The Company is not aware of any significant breaches of the license condition.

Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is included at the end of this financial report.

Auditor

During the year Peel Mining Limited appointed PricewaterhouseCoopers to take over the companies audit responsibilities under Division 6 of the Corporations Act 2001. They take over from BDO Audit (WA) Pty Ltd.

Non-Audit Services

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company are important. Details of the fees paid to the auditor during the year can be found at note 16 of the notes to the consolidated financial statements.

This report is made in accordance with a resolution of the board of directors and signed for on behalf of the board by:

Rob Tyson Managing Director Perth, Western Australia 29th September 2016

PEEL MINING LIMITED ANNUAL REPORT 2016

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Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2016

Note Interest Revenue Other income Revenue and other income 3 Share-based remuneration to employees 15 Depreciation expense 9 Employee and directors’ beneft expenses 4 Exploration expenditure written off 10 Administration expenses 4 Proft/(loss) before income tax Income tax beneft (expense) 5 Proft/(loss) from continuing operations after income tax Other comprehensive income Total proft/(loss) and comprehensive income for the year attributable to the members of Peel Mining Limited Basic Earnings/ (loss) per share for the year attributable to the members of Peel Mining Ltd 24 Diluted earnings/ (loss) per share for the year attributable to the members of Peel Mining Ltd 24	Consolidated 2016 2015 $ $ 51,281 82,574 423,398 90,909
	474,679 173,483
	(183,292) (22,044) (82,267) (88,015) (513,412) (468,672) (145,309) (5,011) (479,743) (688,150)
	(929,344) (1,098,409)
	584,067 (627,229)
	(345,277) (1,725,638)
	- -
	(345,277) (1,725,638)
	(0.002) (0.013) (0.002) (0.013)

the accompanying notes.

PEEL MINING LIMITED ANNUAL REPORT 2016

30

Consolidated statement of financial position as at 30 June 2016

Note Current Assets Cash and cash equivalents 6 Trade and other receivables 7 Total Current Assets Non-Current Assets Security deposits 8 Property 9 Plant & equipment 9 Exploration assets 10 Total Non-Current Assets Total Assets Current Liabilities Trade and other payables 12 Total Current Liabilities Non-Current Liabilities Deferred Income 13 Deferred Tax Liability 5 Total Non-Current Liabilities Total Liabilities Net Assets Equity Contributed equity 14 Accumulated losses 15 Option reserve 15 Total Equity	Consolidated 2016 2015 $ $ 1,859,028 2,974,741 271,942 111,260
	2,130,970 3,086,001
	366,404 387,904 840,487 840,487 171,272 188,323 15,100,555 12,211,903
	16,478,718 13,628,617
	18,609,688 16,714,618
	384,584 487,565
	384,584 487,565
	3,636,415 909,658 - 627,229
	3,636,415 1,536,887
	4,020,999 2,024,452
	14,588,689 14,690,166
	18,002,700 17,942,191 (4,784,479) (4,439,202) 1,370,469 1,187,177
	14,588,689 14,690,166

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

PEEL MINING LIMITED ANNUAL REPORT 2016

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Consolidated statement of changes in equity for the year ended 30 June 2016

CONSOLIDATED Balance at 1 July 2014 Note Loss for the year Total comprehensive proft for the year 15 Transactions with equity holders in Issue of share capital 14 Share issue expenses 14 Share based payments 25 Balance at 30 June 2015 Loss for the year Total comprehensive loss for the year 15 Issue of share capital 14 Share issue expenses 14 Share based payments 25 Balance at 30 June 2016	Contributed Equity $ Accumulated Losses $ Reserves $ Total Equity $ 17,911,805 (2,713,564) 1,165,133 16,363,374 - (1,725,638) - (1,725,638)
	- (1,725,638) - (1,725,638)
	their capacity as equity holders: 32,000 - - 32,000 (1,614) - - (1,614) - - 22,044 22,044
	17,942,191 (4,439,202) 1,187,177 14,690,165
	- (345,277) - (345,277)
	- (345,277) - (345,277) 62,163 - - 62,163 (1,654) - - (1,654) - - 183,292 183,292
	18,002,700 (4,784,749) 1,370,469 14,588,689

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

PEEL MINING LIMITED ANNUAL REPORT 2016

32

Consolidated statement of cash flows for the year ended 30 June 2016

Note Cash fows from operating activities Payments to suppliers and employees Management fee income Interest received Net cash outfow from operating activities 22 Cash fows from investing activities Payment for exploration expenditure Transfer to security deposits Transfer from security deposits Payments for purchase of plant and equipment Research and Development Tax Incentive Proceeds as part of E&E asset farm-out Net cash infow/(outfow) from investing activities Cash fows from fnancing activities Proceeds from issue of shares Transaction costs of issue of shares Net cash infow from fnancing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the start of year Cash and cash equivalents at the end of year 6	Consolidated 2016 2015 $ $ (984,495) (1,119,377) 182,636 90,909 50,803 90,499
	(751,056) (937,969)
	(3,742,930) (2,665,365) - (40,000) 21,500 - (66,305) (55,549) 769,885 2,618,835 2,635,848 909,658
	(382,002) 767,579
	19,000 32,000 (1,654) (1,614)
	17,346 30,386
	(1,115,713) (140,003) 2,974,741 3,114,744
	1,859,028 2,974,741

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

PEEL MINING LIMITED ANNUAL REPORT 2016

33

Notes to the Consolidated Financial Statements

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been consistently applied to all the years presented, unless otherwise stated. The financial report includes the financial statements for the Group which comprises Peel Mining Limited and its controlled entities at the end of, or during the financial years ended 30 June 2016 and the comparative period.

a. Basis of preparation

authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001. Peel Mining Limited is a for-profit entity for the purpose of preparing the financial statements.

Compliance with IFRS

Historical cost convention

New and amended standards adopted by the group

following standards and amendments; AASB 2014-1 Amendments to Australian Accounting Standards; which came into effect for the annual reporting period commencing 1 July 2015. The adoption of these standards did not have any significant impact on the current period or any prior period and is not likely to affect future periods.

Comparative information

Certain comparative information has been restated to be present on a consistent basis with the current year’s presentation.

b. Principles of consolidation

entity) and entities controlled during the year and at reporting date (“Group”). A controlled entity is any entity that the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Information from the financial statements of the controlled entities is included from the date the parent company obtains control until such time as control ceases. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent company has control.

Subsidiary acquisitions are accounted for using the acquisition method of accounting.

accounting policies.

eliminated in full. Unrealised losses are eliminated except where costs cannot be recovered.

Investments in subsidiaries are carried at cost in the parent entity.

ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.

Joint operations

Peel Mining Limited recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings.

Details of joint operations are set out in note 27.

PEEL MINING LIMITED ANNUAL REPORT 2016

34

Notes to the Consolidated Financial Statements

c. Revenue recognition

can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised.

Interest income

Revenue is recognised as the interest accrues using the effective interest rate method.

Management Fee

Peel Mining Limited receives a 10% management fee on all exploration expenses from Peel (CSP) Pty Ltd as the operator of the CSP Project, under the JOGMEC farm-in arrangement. The revenue is accrued when expenditure is incurred.

d. Income tax

based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised. A deferred income tax asset is not recognised where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable income or when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets are reviewed at each reporting date and reduced to the extent it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit and loss for the year.

e. Impairment of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs. The estimated future cash flows are discounted to their present value using a pre-tax discount rate reflecting current market assessments of the time value of money and the risks specific to the asset.

Nil impairment losses have been recognised for the year ending 30 June 2016 (2015: $nil).

f. Cash and cash equivalents

deposits held at call (other than deposits used as cash backing for performance bonds) with financial institutions. Any bank overdrafts are shown within borrowings in the current liabilities on the statement of financial position.

g. Trade and other receivables

Trade receivables, which generally have 30 to 90 day terms, are recognised initially at fair value and subsequently at amortised cost less an allowance for any potentially unrecoverable amounts. An allowance for doubtful debts is made when there is objective evidence that the Group may not be able to collect the debts. The allowance for bad debts is recognised in a separate account. Bad debts are written off when identified.

PEEL MINING LIMITED ANNUAL REPORT 2016

35

Notes to the Consolidated Financial Statements

recognition and where applicable re-evaluates this designation at the end of each reporting period. Loans and receivables are carried at amortised cost using the effective interest method. The Group assesses at the end of each financial period whether a financial asset is impaired.

active market.

i. Fair value estimation

disclosure purposes.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

j. Plant and equipment

All assets acquired, including plant and equipment are initially recorded at their cost of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. Depreciation on plant and equipment is calculated using the straight-line method to allocate their cost or revalued amounts over their estimated useful lives from the time the asset is held ready for use as follows:

• Plant 3-5 years

• • Vehicles 3-5 years • Office equipment 3-5 years • Computer software 3-5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is impaired.

use or disposal.

Any gain or loss arising on de-recognition of the asset (calculated as the difference between net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

k. Property (Land held at cost)

Property, being interests in freehold land, is held at historical cost and is not depreciated as per the accounting standard.

l. Exploration and evaluation expenditure

All exploration and evaluation expenditure is capitalised under AASB 6 Exploration for and Evaluation of Mineral Resources. Mineral interest acquisition costs and exploration and evaluation expenditure incurred is accumulated and capitalised in relation to each identifiable area of interest. These costs are only carried forward to the extent that the Group’s right to tenure to that area of interest are current and either the costs are expected to be recouped through successful development and exploitation of the area of interest (alternatively by sale) or where areas of interest have not at reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active, and significant operations are undertaken in relation to the area of interest.

Amortisation is not charged on costs carried forward in respect of areas of interest in the exploration and evaluation phase or develop phase until production commences.

This policy has resulted in exploration expenditure of $145,309 (2015: $5,011) being written off during the year.

m. Accounting for farmouts

The Group may enter into transactions whereby a third party (“Farmee”) may earn a right to acquire an interest in assets owned by the Group by meeting certain obligations agreed to by both parties. As the terms of farm-ins are not generic management assess each agreement on a transaction by transaction basis and determines the appropriate accounting treatment based on the terms of the agreement.

PEEL MINING LIMITED ANNUAL REPORT 2016

36

Notes to the Consolidated Financial Statements

CBH Resources Ltd (“CBH”) farm-in agreement

On 18 July 2012, CBH and Peel Mining Ltd (“Peel”) executed a farm-in agreement (“FIA”) pursuant to which CBH could earn up to a 50% interest in certain exploration tenements held by Peel. Under the terms of this agreement Peel incurred expenses in relation to the farm-in and CBH contributed to these expenses.

Based on the terms of the FIA Peel applied the following accounting policy during the current reporting period.

• Exploration expenditure incurred by Peel in relation to the FIA is capitalised in accordance with AASB 6 Exploration for and Evaluation of Mineral Resources.

• an interest in the tenements or elected to have an interest in the tenements vest. At this point in time the deferred income is considered earned and transferred to Other Income in the calculation of profit or loss for the period.

• costs capitalised by the Company over the life of the project, in order to calculate the gain or loss on the disposal that has occurred.

Japan Oil Gas and Metals National Corporation (“JOGMEC”) farm-in agreement

On 30 September 2014, JOGMEC and Peel executed a Memorandum of Agreement (‘MoA”) pursuant to which JOGMEC could earn up to a 50% interest in certain exploration tenements held by Peel. Under the terms of this agreement a wholly owned subsidiary of Peel incurred expenses in relation to the farm-in and JOGMEC contributed to these expenses by way of cash call. Based on the terms of the agreement Peel, will account for the MoA as per its policy and the agreement with CBH, except the Management Fee of 10% on all expenditure, which is accrued as expenditure is made.

n. Trade and other payables

which are unpaid. The amounts are unsecured and are usually payable within 30 days of invoice. They are recognised initially at fair value and subsequently at amortised cost.

o. Contributed equity

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the entity acquires its own equity instruments, e.g. as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) are recognised directly in equity.

p. Earnings per share

excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

q. Leases

incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.

of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the Lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the liability. Finance charges are charged directly to the statement of profit or loss and other comprehensive income.

Operating lease payments are recognised as an expense when incurred.

PEEL MINING LIMITED ANNUAL REPORT 2016

37

Notes to the Consolidated Financial Statements

Short-term obligations

wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to balance date and are measured at the amounts expected to be paid when the liabilities are settled.

s. Goods and services tax

Revenues, expenses and assets are recognised net of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable is included as a current asset in the statement of financial position.

investing and financing activities which are recoverable from the taxation authority are classified as operating cash flows.

t. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief decision maker has been identified as the board of directors.

u. Share Based Payments

The fair value of options granted is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the recipient becomes unconditionally entitled to the options.

The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, term of the option, share price at grant date expected price volatility of the underlying share, expected dividend yield and the risk free interest rate for the term of the option.

v. Research and Development Tax Incentive Grant

Peel accounts for funds received from the ATO under the Research and Development (R&D) Tax Incentive Scheme as an offset to the Exploration and Evaluation asset, where the initial expenses to which it relates were capitalised.

w. New accounting standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2016 reporting periods and have not been early adopted by the group. The group’s assessment of the impact of these new standards and interpretations is set out below.

AASB 9 Financial Instruments – (Effective date 1 January 2018)

new rules for hedge accounting. In December 2014, the AASB made further changes to the classification and measurement rules and also introduced a new impairment model. These latest amendments now complete the financial instruments standard.

accounting for financial assets and liabilities.

AASB 15 Revenue from Contracts with Customers – (Effective date 1 January 2018)

The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers contracts for goods and services and AASB111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer, so the notion of control replaces the existing notion of risks and rewards. The standard permits either a full retrospective or a modified retrospective approach for the adoption.

Management is currently assessing the impact of the new rules. At this stage, the Group is not able to estimate the impact of the new rules on the Group’s financial statements. The Group will make more detailed assessments of the impact over the next 12 months.

PEEL MINING LIMITED ANNUAL REPORT 2016

38

Notes to the Consolidated Financial Statements

AASB 16 Leases – (Effective date 1 January 2019)

AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.

will make a more detailed assessments of the impact over the next twelve months.

There are no other standards that are not yet effective and that are expected to have a material impact on the consolidated entity in the current or future reporting periods and on foreseeable future transactions.

x. Critical accounting estimates and judgements

best available current information.

The Company makes estimates and judgements in applying the accounting policies. Critical judgements in respect of accounting policies relate to exploration assets, where exploration expenditure is capitalised in certain circumstances. Recoverability of the carrying amount of any exploration assets is dependent on the successful development and commercial exploitation or sale of the respective areas of interest.

Capitalisation and carrying amount of capitalised mining and exploration licences

The directors have determined that the carrying value is appropriate.

Share-based payment transactions

The Group measures the cost of equity-settled share-based payment transactions with employees by reference to the fair value of the equity instruments at the grant date. The fair value is determined using a Black-Scholes model. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

Impairment of capitalised exploration and evaluation expenditure

It is the Group’s policy to capitalise costs relating to exploration and evaluation activities. The future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors that could impact future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which the determination is made.

Income tax expenses and deferred tax

income taxes. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group estimates its tax liabilities based on the Group’s understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

In addition, the Group has recognised deferred tax assets relating to carried forward tax losses to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same subsidiary against which the unused tax losses can be utilised. Utilisation of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped. Refer to note 5 for the current recognition of tax losses.

PEEL MINING LIMITED ANNUAL REPORT 2016

39

Notes to the Consolidated Financial Statements

2. Financial Risk Management

Overview

• Credit risk

• Liquidity risk

• Market risk

Credit risk

contractual obligations, and arises principally from the Group’s receivables from customers. The Group manages its credit risk on financial instruments, including cash, by only dealing with banks licensed to operate in Australia and credit ratings of AA.

Trade and other receivables

The Group operates in the mining exploration sector and does not have trade receivables from customers. It does however have credit risk arising from other receivables.

Exposure to credit risk

exposure to credit risk at the reporting date was:

		Consolidated	Consolidated
Carrying amounts	Note	2016 $	2015 $
Cash and cash equivalents	6	1,859,028	2,974,741
Trade and other receivables	7	271,942	111,260
Security Deposits	8	366,404	387,904

Impairment losses

None of Group’s other receivables are past due. At 30 June 2016 the Group does recognise an impairment on a receivable from its joint venture partner in relation to expenses paid for by the Company in relation to the Mallee Bull tenement.

Liquidity risk

to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.

months, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

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Consolidated
Carrying Contractual 6mths
Amount Cash flows Or less
$ $ $
30 June 2016
Trade and other payables 384,584 384,584 384,584
30 June 2015
Trade and other payables 487,565 487,565 487,565
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Market risk

Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of managing market risk is to manage and control market risk exposures to within acceptable limits, while optimising returns. The Group does not have any risks associated with foreign exchange rates or equity prices.

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Notes to the Consolidated Financial Statements

Interest rate risk

that will increase the costs of floating rate debt or opportunity losses that may arise on fixed rate borrowings in a falling interest rate environment. The Group does not have any borrowings and is, therefore, not exposed to interest rate risk in this area. Cash and cash equivalents at variable rates exposes the Group to cashflow interest rate risk. The Group is not exposed to fair value interest rate risk as all of its financial assets and liabilities are carried at amortised amount.

		Consolidated	Consolidated
	Variable	Carrying Amount
Variable rate instruments	Average Interest Rate	2016 $	2015 $
Short term cash deposits	2.00%	1,859,028	2,974,741

At 30 June 2016 if interest rates had changed +/- 100 basis points from year end rates with all other variables held constant, equity and post-tax loss would have been $18,590 lower (2015: $29,747).

Fair values

approximate their fair values.

	Consolidated	Consolidated
	2016	2015
	$	$
3. Revenue & Other Income
Interest
Interest revenue	51,281	82,574
Other Income
Operator management fee income	272,645	90,909
Doubtful Debt Recovery	137,499	-
Other Income	13,224	-
Total	423,368	90,909
Expenses
Loss before income taxes includes the following specifc expenses:
Employees and director’s beneft expenses
Employee costs	324,746	331,241
Directors fees	100,000	100,000
Superannuation	88,666	37,431
Administration expenses Corporate Consultants Bad debt expense	513,412 364,835 114,908 - 479,743	468,672 331,241 - 274,998 606,239

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Notes to the Consolidated Financial Statements

5. Income tax

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||||
|---|---|---|
|Consolidated|
|2016|2015|
|$|$|
|Income tax expense|
|Current tax|-|-|
|Deferred tax|(584,067)|627,229|
|Numerical reconciliation of income tax to prima facie tax payable:|
|Profit/(loss) from continuing operations before income tax|(929,344)|(1,098,410)|
|At the statutory income tax rate of 30% (2015: 30%)|(278,803)|(329,523)|
|Expenditure not allowed for income tax purposes:|
|Non-deductible expenses|58,956|2,884|
|-|
|Reduced prior year tax losses from current year R&D refund|1,745,890|
|Benefit of tax losses and timing differences not previously recognised|(508,656)|(792,022)|
|-|
|Tax losses not brought to account|144,436|
|Income tax expense reported in the statement of profit and loss and|
|other comprehensive income|(584,067)|627,229|
|Amounts recognised directly in equity|
|Aggregate current and deferred tax arising in the reporting|
|period and not recognised in net profit or loss or other|
|comprehensive income but directly debited or credited to equity:|
|-|
|Deferred tax: share issue costs recognised through equity|(43,163)|

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The Group has total carried forward tax losses arising in Australia of $10,941,653 (2015: $9,360,683) available for offset against future assessable income of the Group. The deferred tax asset in respect of these losses has been used to offset a deferred tax liability. The net deferred tax asset attributable to the residual tax losses of $481,453 has not been brought to account until convincing evidence exists that assessable income will be earned of a nature and amount to enable such benefit to be realised.

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||||
|---|---|---|
|Deferred taxes: the balance comprises temporary differences attributable to:|
|DTA – Deferred income|1,090,925|300,170|
|DTA – Provision for doubtful debts|41,250|-|
|DTA – Employee benefits|58,574|5,885|
|DTA – Other|21,079|-|
|DTL – Exploration & Evaluation|(4,344,167)|(3,690,844)|
|DTL – Other Timing Differences|(5,721)|(50,645)|
|(3,138,060)|(3,435,434)|
|DTA – Tax Losses|3,138,060|2,808,205|
|-|
|Net deferred tax liability|(627,229)|

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PEEL MINING LIMITED ANNUAL REPORT 2016

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Notes to the Consolidated Financial Statements

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Consolidated
2016 2015
$ $
6. Cash & Cash Equivalents
Cash at bank and in hand 359,028 124,741
Term deposits with financial institutions 1,500,000 2,850,000
1,859,028 2,974,741
Refer to Note 2 for the policy on financial risk management
7. Trade and other receivables
Receivable from JV Partner 202,719 305,190
Provision for doubtful debt (137,499) (274,998)
GST recoverable from taxation authority 87,788 43,148
Accrued income 90,517 -
Prepayments 28,417 37,920
271,942 111,260
Refer to Note 2 for the policy on financial risk management
8. Receivables (Non-current)
Security deposits in relation to exploration tenements 366,404 387,904
366,404 387,904
9. Property. Plant & Equipment
Property
Freehold land (at cost) 840,487 840,487
Plant and equipment
Depreciating plant and equipment 574,415 509,199
Less accumulated depreciation (403,143) (320,876)
171,272 188,323
Total property, plant and equipment 1,011,759 1,028,810
Reconciliation
Carrying amount at beginning of year 1,028,810 1,061,276
Additions 66,305 55,549
Depreciation expense (82,267) (88,015)
-
Disposals (1,089)
Closing balance 1,011,759 1,028,810
10. Exploration assets
At cost 15,100,555 12,211,903
Reconciliation
Opening balance 12,211,903 12,446,494
-
Acquisition of exploration lease 40,000
Other exploration expenditure 3,763,343 2,389,255
Impairment Expense (145,309) (5,011)
Research and development tax incentive grant (769,383) (2,618,835)
Closing balance 15,100,555 12,211,903
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The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively the sale, of the respective areas of interest.

PEEL MINING LIMITED ANNUAL REPORT 2016

43

Notes to the Consolidated Financial Statements

11. Subsidiary companies

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b):

	Country of	Class of	Equity holding	Equity holding
Name	Incorporation	Shares	2016	2015
Peel Environmental Services Limited	Australia	Ordinary	%	%
Apollo Mining Pty Ltd	Australia	Ordinary	100	100
Peel (CSP) Pty Ltd	Australia	Ordinary	100	100
			Consolidated
			2016	2015
12 Trade and other payables			$	$
Trade payables			174,805	363,948
Accrued expenses & other payables			209,779	123,617
13. Deferred Income			384,584	487,565
Funds from farm-out of asset to JOGMEC(a)			3,636,415	909,658
Total Deferred Income			3,363,415	909,658

(a) During the year, Peel Mining Limited continued with its farm-in arrangement with Japanese Oil, Gas & Metals National Corporation (JOGMEC) into the Group’s Cobar Superbasin Project (CSP). This saw JOGMEC pay the Group $2,999,433 for exploration on the project and management fees as part of their $4,000,000 earn-in over 3 years to acquire a 40% of the project. Post this requirement being met and audited, JOGMEC can spend an additional $3,000,000 to earn another 10%, bringing them to 50% ownership of the project. These amounts have been included in the Group’s Consolidated Statement of Cashflows and Consolidated Statement of Financial Position, however per the Group’s accounting policy (see note 1(m)), the contributions are recorded as deferred income, which will offset the capitalised expenditure incurred resulting in no gain or loss recognised (net effect) until the point in which the interest is taken up. Currently cash held by Peel Mining Limited of $182,437 is restricted to be used on the Cobar Superbasin Project under JOGMEC’s farm-in arrangement.

14. Contributed Equity	Consolidated and Parent Entity
(a) Share capital	2016 2015
	Number of Number of
	Shares $ Shares $
Ordinary shares fully paid	132,585,969 17,959,537 132,485,969 17,942,191
(b) Movements in ordinary share capital
Opening balance, 1 July	132,485,969 17,942,191 132,085,969 17,911,805
Transaction costs on share issues	100,000 19,000 400,000 32,000 - (1,654) - (1,614)
Adjustments to share issue costs and related tax	- 43,163 - -
Closing balance, 30 June	132,585,969 18,002,700 132,485,969 17,942,191

(c) Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

PEEL MINING LIMITED ANNUAL REPORT 2016

44

Notes to the Consolidated Financial Statements

(d) Options

Information relating to options issued during the year is set out in note 25.

(e) Capital risk management

In employing its capital the Company seeks to ensure that it will be able to continue as a going concern and in time provide value to shareholders by way of increased market capitalisation and/or dividends. In the current stage of its development, the Company has invested its available capital in acquiring and exploring mining tenements. As is appropriate at this stage, the Company is funded entirely by equity. As it moves forward to develop its tenements towards production, the Company will adjust its capital structure to support its operational and strategic objectives, by raising additional capital or taking on debt, as is seen to be appropriate from time to time given the overriding objective of creating shareholder value. In this regard, the board will consider each step forward in the development of the Company on its merits and in the context of the then capital markets, in deciding how to structure funding arrangements.

	Consolidated	Consolidated
	2016	2015
15. Reserves and accumulated losses	$	$
(i) Accumulated losses
Opening balance	(4,439,202)	(2,713,564)
Loss for the year	(345,277)	(1,725,638)
Closing balance	(4,784,479)	(4,439,202)
(ii) Share-based payments reserve
Opening balance	1,187,177	1,165,133
Option expenses (employee options)	183,292	22,044
Closing balance	1,370,469	1,187,177

Nature and purpose of reserve

part of their remuneration for services provided to the Company paid for by the issue of equity.

Share options and reserve movements

Share options and reserve movements
	2016		2015
	Options	$	Options	$
Opening balance	3,500,000	1,187,177	3,180,000	1,165,133
Expired during year
Issued to employees and contractors	2,200,000	183,292	1,000,000	22,044
Lapsed	(2,500,000)	-	(280,000)	-
Exercised	(100,000)	-	(400,000)	-
Closing balance	3,100,000	1,370,469	3,500,000	1,187,177
Exercisable at 7 cents each on or before 4 December 2017	1,000,000	-	1,000,000	-
Exercisable at 50 cents each on or before 28 November 2015	-	-	2,500,000	-
Exercisable at 19 cents each on or before 19 October 2018 Exercisable at 21.6 cents each on or before 7 December 2018	1,100,000 1,000,000 3,100,000	- -	- - 3,500,000	- -

PEEL MINING LIMITED ANNUAL REPORT 2016

45

Notes to the Consolidated Financial Statements

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value (note 25).

16. Remuneration of Auditors	Consolidated	Consolidated
	2016	2015
	$	$
Amounts paid or due and payable to the PricewaterhouseCoopers
Audit and other assurance services
Auditing and reviewing fnancial reports	48,600	-
Other assurance services*	-	2,244
Taxation services	48,600 -	2,244 -
Indirect taxation services	65,283	254,834
Total	65,283	254,834
Amounts paid or due and payable to frms other than
PricewaterhouseCoopers
Auditing and reviewing fnancial reports	-	41,722
Other assurance services	-	12,224
Total	-	53,946

• Relates to review of farm-in expenditure during the 2015 year.

17. Contingencies

The Group had no contingent assets or liabilities as at 30 June 2016 (2015: Nil).

18. Commitments and contingencies		Consolidated
	2016		2015
	$		$
Operating lease commitments
Within one year		-		-
Later than a year but not later than fve years		-		-
Later than fve years		-		-

Operating lease commitments – Peel Mining Limited as lessee

month-by-month basis since July 2014.

Exploration commitments

Under the terms of mineral tenement licences held by the Group, minimum annual expenditure obligations are required to be expended during the forthcoming financial year in order for the tenements to maintain a status of good standing. This expenditure may be subject to variation from time to time in accordance with the relevant state department’s regulations. The Group may at any time relinquish tenements and as such avoid the requirement to meet applicable expenditure requirement, or may seek exemptions from the relevant authority.

PEEL MINING LIMITED ANNUAL REPORT 2016

46

Notes to the Consolidated Financial Statements

Expenditure commitments at the reporting date but not recognised as liabilities are as follows:

	Consolidated
	2016	2015
	$	$
Within one year	2,199,240	1,576,140
Later than a year but not later than fve years	-	-
Later than fve years	-	-

19. Segment information

Management has determined that the Group has three reportable segments, being mineral exploration under its joint venture with CBH Resources Limited at its Mallee Bull prospect, mineral exploration under its farm-in agreement with JOGMEC and the other being all other mineral exploration within Australia. The Group is focused only on mineral exploration and the Board monitors the Group based on actual versus budgeted exploration expenditure incurred for these three areas. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date. Decisions regarding the Mallee Bull joint venture is also taken into account by the board, however exploration decisions are made by the Joint Venture committee, which is made up of members from both Peel Mining Limited and CBH Resources Limited.

	2016	2016	2016	2016
	$	$	$
	Peel	CSP	Mallee Bull	Total
Revenue from external sources
Reportable segment proft/(loss)	264,865	-	-	264,865
Segment assets	8,248,207	3,878,090	3,986,016	16,112,313
	2015	2015	2015	2015
	$	$	$
	Peel	CSP	Mallee Bull	Total
Revenue from external sources	-		-
Reportable segment (loss)	(93,026)	-	-	(93,026)
Segment assets	8,367,096	909,658	3,688,962	12,965,716

PEEL MINING LIMITED ANNUAL REPORT 2016

47

Notes to the Consolidated Financial Statements

Reconciliation of reportable segment (loss)

	Consolidated	Consolidated
	2016	2015
	$	$
Reportable segment proft/ (loss)	264,865	(93,026)
Interest & Other income	64,505	173,483
Unallocated expenses	(1,258,714)	(1,178,866)
Proft/(loss) before tax	(929,344)	(1,098,409)
Reconciliation of reportable segment (assets)
Reportable segment assets	16,112,314	12,965,716
Cash	1,859,028	2,974,741
Unallocated Assets	638,346	774,161
Unallocated liabilities	(4,020,999)	(2,024,452)
Total Net Assets	14,588,689	14,690,166
20. Related Parties
	2016	2015
	$	$
(a) Compensation of key management personnel
Short-term employee benefts	439,004	408,807
Post-employment benefts	41,755	38,752
Long-term benefts	28,761	-
Share-based payments	116,298	22,044
	625,818	469,603

(b) Other transactions with key management personnel

Simon Hadfield, is a director of Resource Information Unit Pty Ltd (RIU) and RIU Conferences Pty Ltd. RIU leases office space to the Company and charges rental lease fees on arm’s length commercial terms on a monthly basis. Total fees charged to the Company by RIU for the year ended 30 June 2016 were $63,501 (2015: $59,760). During the year the Company participated in conferences, to the value of $13,860 (2015: $17,380) organised by RIU Conferences Pty Limited. These amounts are included in losses for the year within administration expenses. Aggregate amounts of each of the above types of “other transactions” with key management personnel of Peel Mining Limited:

	Consolidated	Consolidated
	2016	2015
Amounts recognised as expense	$	$
Management fees	63,501	59,760
Conferences	13,860 77,361	17,380 77,140

PEEL MINING LIMITED ANNUAL REPORT 2016

48

Notes to the Consolidated Financial Statements

21. Events after the reporting period

Peel Mining Limited conducted a capital raising post reporting date, which raised $2,992,000 (net of costs) via placement of 18,700,000 new ordinary shares to an institutional and sophisticated investors on 19 September 2016. No fees were incurred as part of the capital raising.

affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years.

	Consolidated	Consolidated
	2016	2015
	$	$
Net cash outfow from operating activities	(751,056)	(937,969)
Adjustments for
Share-based payments	(183,292)	(22,044)
Depreciation	(82,267)	(88,015)
Exploration expenditure written off	(145,309)	(5,011)
Reversal of Doubtful Debt	137,499	9,119
Adjustments to share issue costs and related tax	(43,163)	-
Change in Deferred Tax Liability	627,229	(627,229)
Change in operating assets and liabilities
Decrease in receivables	(7,899)	(67,605)
Decrease in payables	102,980	13,116
Proft/(loss) after income tax	(345,277)	(1,725,638)
23. Non-cash investing and fnancing activities

24. Earnings/(Loss) per share	Consolidated	Consolidated
	2016	2015
Basic earnings/(loss) per share
Loss from continuing operations attributable to the ordinary equity
holders of the Company	(0.002)	(0.013)
Diluted earnings/(loss) per share
Loss from continuing operations attributable to the ordinary equity
holders of the Company	(0.002)	(0.013)
Reconciliation of proft/loss used in calculation of loss per share
Loss used in calculating basic loss per share	(345,277)	(1,725,638)
	Consolidated
	Number of Shares	Number of Shares
Weighted average number of shares used as the denominator Weighted average number of shares used in calculating basic earnings/ loss per share Adjustments for calculation of diluted earnings/loss per share Options	2016 132,555,832 135,585,969	2015 132,453,002 135,953,002

PEEL MINING LIMITED ANNUAL REPORT 2016

49

Notes to the Consolidated Financial Statements

Effect of dilutive securities

Options on issue at reporting date could potentially dilute earnings per share in the future. The effect in the current year is to reduce the loss per share hence they are considered anti-dilutive. Accordingly the diluted loss per share has not been disclosed.

25. Share–based payments

(a) Share-based payment expenses

During the year the Company has granted options to employees through its employee share option plan (ESOP).

as follows:

as follows:
		Consolidated
	2016	2016	2015		2015
	Number	$	Number		$
Options granted to employees	1,200,000	80,393		-		-

(b) Director options

Set out below are summaries of director’s options granted

		Consolidated	Consolidated
	2016	2016	2015	2015
	Number	$	Number	$
Options granted to directors	1,000,000	102,899	1,000,000	22,044
30 June 2016

Grant date	Expiry date	Exercise price $	Balance at start of the year Number	Granted during the year Number	Expired during the year Number	Exercised during the year Number	Balance at end of the year Number	Vested and exercisable at end of the year Number
18 Dec’12	28 Nov’15	$0.50	2,500,000	-	2,500,000	-	-	-
5 Dec’14	4 Dec’17	$0.07	1,000,000	-	-	-	1,000,000	1,000,000
7 Dec’15	7 Dec’18	$0.216	-	1,000,000	-	-	1,000,000	1,000,000

30 June 2015

Grant date 18 Dec’12	Expiry date 28 Nov’15	Exercise price $ $0.50	Balance at start of the year Number 2,500,000	Granted during the year Number -	Expired during the year Number -	Exercised during the year Number -	Balance at end of the year Number 2,500,000	Vested and exercisable at end of the year Number 2,500,000
5 Dec’14	4 Dec’17	$0.07	-	1,000,000	-	-	1,000,000	500,000

Fair value of options granted

The assessed fair value at grant date of options granted to directors during the period ended 30 June 2016 was 9 cents per option (2015: 3 cents). The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

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Notes to the Consolidated Financial Statements

The model inputs for options granted during the years ended 30 June 2016 and 2015 included:

	2016	2015
Recipient	Non-exec Director Options	Managing Director Options
Options are granted for no	100% vest immediately	50% vest immediately
consideration and vest accordingly		50% vest in one year from grant date
Exercise Price	21.6 cents	7 cents
Grant Date	7 December 2015	5 December-14
Expiry Date	7 December 2018	4 December-17
Share Price at Grant Date	16 cents	5 cents
Expected Price Volatility	100%	100%
Expected Dividend Yield	0.00%	0.00%
Risk-free interest rate	2.19%	2.36%

(c) Employee share option plan

An employee share option plan, designed to provide long-term incentives for senior employees to deliver long-term shareholder returns, was established in June 2008. The plan was approved by shareholders at annual general meeting. Under the plan, participants are granted options of which 50% are vested immediately and the remainder after 12 months employment with the Company.

Options granted under the plan carry no dividend or voting rights.

When exercisable, each option is convertible into one ordinary share at an exercise price of 19 cents.

Set out below are summaries of options granted under the plan.

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----- Start of picture text -----

30 June 2016
Balance
at start Granted Exercised Lapsed Balance Vested and
Grant Expiry Exercise of the during during the during at end of exercisable at
date date price year the year year the year the year end of the year
$ Number Number Number Number Number Number
19 Oct’15 19 Oct’18 $0.19 - 1,200,000 100,000 - 1,100,000 500,000
----- End of picture text -----

Fair value of options granted

The assessed fair value at grant date of options granted to employees during the period ended 30 June 2016 was 8 cents per option The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. No options were granted during the 2015 period.

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Notes to the Consolidated Financial Statements

The model inputs for options granted during the year ended 30 June 2016 included:

Employee Options

	2016	2015
Options are granted for no	50% vest immediately	-
consideration and vest accordingly	50% vest in one year from grant date
Exercise Price	19 cents	-
Grant Date	19 October 2015	-
Expiry Date	19 October 2018	-
Share Price at Grant Date	14 cents	-
Expected price volatility	100%	-
Expected dividend yield	0.00%	-
Risk-free interest rate	1.82%	-

30 June 2015 Grant date Expiry date	30 June 2015 Grant date Expiry date	Exercise price $	Balance at start of the year Number	Granted during the year Number	Exercised during the year Number	Expired during the year Number	Balance at end of the year Number	Vested and exercisable at end of the year Number
12 Sept’13	30 Jun’15	$0.50	280,000	-	-	(280,000)	-	-
11 Jul’12	31 Jul’14	$0.08	400,000	-	(400,000)	-	-	-

(d) Acquisition – Share based payment

Peel Mining Limited made no acquisitions using share based payments during the year.

(e) Weighted averages – Options

The weighted average exercise price $0.16 (2015: $0.45).

The weighted average fair value of options is $0.07 (2015: $0.19).

The weighted average remaining contractual life is 2.07 years (2015: 1.21years).

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Notes to the Consolidated Financial Statements

26. Parent entity information

26. Parent entity information
	Parent entity
	2016	2015
	$	$
Statement of fnancial position
Current assets	1,902,543	3,251,837
Total assets	13,969,787	14,864,164
Current liabilities	(304,393)	(470,063)
Total liabilities	(307,343)	(473,013)
Net assets	13,662,445	14,391,151
Equity
Issued capital	17,959,537	17,942,191
Share option reserve	1,370,469	1,187,177
Accumulated losses	(5,667,563)	(4,738,217)
Total equity	13,662,445	14,391,151
Statement of proft or loss and other comprehensive income
Interest Revenue	51,281	82,574
Other income	423,398	90,909
Comprehensive loss for the year	(201,752)	(1,725,638)
Total comprehensive loss for the year	(201,752)	(1,725,638)

Commitments for the parent entity are the same as those for the consolidated entity and are set out in note 18.

The parent entity has not entered into a deed of cross guarantee nor are there any contingent liabilities at year end.

27. Interests in other entities

Peel Mining Limited has a 50% interest in a joint arrangement called the Mallee Bull Joint Venture which was formed after CBH Resources Limited completed their 50% earn-in to the Mallee Bull Project on 27th March 2015. The joint venture agreement in relation to the Mallee Bull Joint Venture require unanimous consent from all parties for all relevant activities. The two joint venture parties own the assets of the joint venture as tenants in common and their interest in assets and liabilities are several, separate and distinct.

liabilities, revenues and expenses.

Peel Mining Limited is currently in a farm-in arrangement, through its wholly owned subsidiary Peel (CSP) Pty Ltd, with JOGMEC. JOGMEC is earning the right to a 50% interest in the tenements held by Peel (CSP) Pty Ltd through funding exploration expenditure. If JOGMEC decided to take up their interest at this point a joint arrangement is formed between the parties, in relation to the Cobar Superbasin Project, which requires unanimous consent from all parties for all relevant activities. The parties to the joint arrangement will own the assets of the joint arrangement as tenants in common and their interest in assets and liabilities are several, separate and distinct. If this is to occur the entity is would be classified as a joint operation and the Group would recognises its direct right to the jointly held assets, liabilities, revenues and expenses.

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Directors’ Declaration

The board of directors of Peel Mining Limited declares that:

• consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and accompanying notes are in accordance with the Corporations Act 2001 and:

• i. comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements: and

• that date of the consolidated entity.

• with International Financial Reporting Standards.

• c. In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

• by Section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the board of directors and is signed for and on behalf of the directors by:

Rob Tyson Managing Director Perth, Western Australia 29th September 2016

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Auditor’s Inde endence Declaration p

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Inde endent Auditor’s Re ort p p

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Independent Auditor’s Report

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Additional ASX Information

ASX BEST PRACTICE RECOMMENDATIONS

This statement outlines the main corporate governance practices that were formally in place from 15 September 2014 onwards. These corporate governance practices comply with the ASX Corporate Governance Council recommendations unless otherwise stated.

BOARD OF DIRECTORS

The Board operates in accordance with the broad principles set out in its charter, which is available from the corporate governance information section of the Company website at www.peelmining.com.au.

ROLE AND RESPONSIBILITIES OF THE BOARD

The Board is responsible for ensuring that the Company is managed in a manner which protects and enhances the interests of its shareholders and takes into account the interests of all stakeholders. This includes setting the strategic directions for the company, establishing goals for management and monitoring the achievement of these goals.

A summary of the key responsibilities of the Board include:

1. Strategy – Providing strategic guidance to the Company, including contributing to the development of and approving the corporate strategy;

2. Financial performance

3. Financial reporting and audits reports and liaison with the external auditors;

4. Leadership selection and performance – Appointment, performance assessment and removal of the Managing Director. Ratifying the appointment and/or removal of other senior management, including the Company Secretary and other Board members;

5. Remuneration – Management of the remuneration and reward systems and structures for Executive management and staff;

6. Risk management – Ensuring that appropriate risk management systems and internal controls are in place; and

7. Relationships with the exchanges, regulators and continuous disclosure – Ensuring that the capital markets are kept informed of all relevant and material matters and ensuring effective communications with shareholders.

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the board. All directors have direct access to the Company Secretary.

The Board has delegated to management responsibility for the day-to-day operation and administration of the Company is delegated by the board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director and executive directors.

The roles of Chairman and Managing Director are not combined. The Managing Director is accountable to the Board for all authority delegated to the position.

Whilst there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:

• › Board approval and monitoring of a strategic plan;

• › approval of annual and semi-annual budgets and monitoring actual performance against budget; and

• ›

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Additional ASX Information

COMPOSITION OF THE BOARD

are set out in the Director’s Report. A summary of these skills and experiences are provided in table 1.

The composition of the Board is determined using the following principles:

• › benefit to the Company and to bring an independent view to the Board’s deliberations. Persons nominated as Executive Directors must be of sufficient stature and security of employment to express independent views on any matter.

• › The Chairperson should ideally be independent, but in any case be Non-executive and be elected by the Board based on his/her suitability for the position.

• › The roles of Chairperson and Managing Director should not be held by the same individual.

• › All Non-executive Directors are expected voluntarily to review their membership of the Board from time-to-time taking into account length of service, age, qualifications and expertise relevant to the Company’s then current policy and programme, together with the other criteria considered desirable for composition of a balanced board and the overall interests of the Company.

• › The Company considers that the Board should have at least three Directors (minimum required under the Company’s Constitution) and to have a majority of independent Directors but acknowledges that this may not be possible at all times due to the size of the Company. Currently the Board has three Directors, with only Mr Hadfieild as independent. The number of Directors is maintained at a level which will enable effective spreading of workload and efficient decision making.

• An independent Director is a Director who is not a member of management (a Non-executive Director) and who:

• › indirectly with, a shareholder of more than 5% of the voting shares of the Company;

• › within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;

• › within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided;

• › directly or indirectly with a material supplier or customer;

• › has no material contractual relationship with the Company or another group member other than as a Director of the Company;

• › has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and

• › is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.

circumstances, rather than referring to a general materiality threshold.

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Additional ASX Information

Table 1: Skills and Experience Matrix of Peel Mining Limited’s Directors

Area	Competence
Business and Finance	Accounting, Tax, Business Strategy, Corporate Financing, Financial Literacy, Agreements/Fiscal Terms and Risk Management
Leadership	Business Leadership, Executive Management and Mentoring, Public Listed Company Experience
Sustainability & Stakeholder	Community Relations, Corporate Governance, Environmental Issues, Government Affairs, Health & Safety, Human Resources, Industrial Relations and Remuneration
Industry Specifc (Australia)	Precious Metals – Exploration & Production, Base Metals – Exploration & Production, Mining & Resources

The directors on the Board collectively have a combination of skills and experience in the competencies set out in the table above. These competencies are set out in the skills matrix that the Board uses to assess the skills and experience of each director and the combined capabilities of the Board. Where an existing or projected competency gap is identified, the Board will address those gaps. The Board does not currently consider that there are any existing or projected competency gaps.

INDEPENDENT PROFESSIONAL ADVICE AND ACCESS TO COMPANY INFORMATION

Each director has the right to seek independent professional advice on matters relating to his position as a director of the Company at the Company’s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.

NOMINATION COMMITTEE / APPOINTMENT OF NEW DIRECTORS

Because of the size of the Company and the size of the Board, the Directors do not believe it is appropriate to establish a separate Nomination Committee. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process for selection and review is stringent and full details of all Directors are provided to shareholders in the annual report and on the web.

The composition of the Board is reviewed on an annual basis to ensure the Board has the appropriate mix of expertise and experience. Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board determines the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders.

Non-executive directors are do not have written agreements setting out the key terms and conditions of their appointment because the Company’s constitution and the ASX Listing Rules govern the term of each director’s appointment. Directors are required to retire by rotation. Common law and the Corporations Act govern the duties of directors and members are required to approve the maximum fees paid to non-executive directors. Executive directors enter into an employment agreement which governs the terms of their appointment.

The Board undertakes appropriate checks prior to nominating a director for election by shareholders. These checks include a police and reference checks. Shareholders are provided with all material information in its possession concerning a director standing for election or re-election in the relevant notice of meeting.

understand Peel Mining Limited’s business, including strategies, risks, company policies and health and safety.

All directors are required to maintain professional development necessary to maintain their skills and knowledge needed to perform their duties. In additional to training provided by relevant professional affiliations of the directors, additional development is provided through attendance at seminars and provision of technical papers on industry related matters and developments offered by various professional organisations, such as accounting firms and legal advisors.

TERM OF OFFICE

Under the Company’s Constitution, the minimum number of Directors is three. At each Annual General Meeting, one third of the Directors (excluding the Managing Director) must resign, with Directors resigning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for re-election.

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Additional ASX Information

PERFORMANCE OF DIRECTORS AND MANAGING DIRECTOR

The performance of all Directors, the Board as a whole and the Managing Director and Company Secretary is reviewed annually.

This review includes:

• › comparison of the performance of the Board against the requirements of the Board charter;

• › assessment of the performance of the Board over the previous twelve months having regard to the corporate strategies, operating plans and the annual budget;

• › review the Board’s interaction with management;

• ›

• › review the type and timing of information provided to the directors; and

• ›

A review was undertaken during the reporting period.

PERFORMANCE OF SENIOR EXECUTIVES

The Managing Director is responsible for assessing the performance of the key executives within the Company. This is to be performed through a formal process involving a formal meeting with each senior executive. The basis of evaluation of senior executives will be on agreed performance measures.

A review of senior executives was undertaken during the reporting period.

CONFLICT OF INTEREST

In accordance with the Corporations Act 2001 and the Company’s constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the Board meeting whilst the item is considered. Details of Directors related entity transactions with the Company are set out in the related parties note in the financial statements.

DIVERSITY

quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background.

of its workforce. A copy of the Diversity Policy can be found in the company’s Corporate Governance Framework on the Company’s website. The policy does not include a requirement also set Measurable Objectives for achieving gender diversity and monitor their achievement. Nor has the Board set measurable objectives for achieving gender diversity, given its current size and stage of development as an exploration company. However the board is striving to achieve the initiatives set out in the Policy.

The policy was formally adopted by the Company on the 23 September 2015.

The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation are set out in the table below:

Proportion of Women

Organisation as a whole 2 out of 11 (18%) Executive Management Team 0 out of 2 (0%) Board 0 out of 3 (0%)

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Additional ASX Information

REMUNERATION

The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives.

To this end, the Company embodies the following principles in its remuneration framework:

• › Provide competitive rewards to attract high calibre Executives;

• › Link Executive rewards to shareholder value; and

• › Establish appropriate performance hurdles in relation to variable Executive remuneration.

A full discussion of the Company’s remuneration philosophy and framework and the remuneration received by Directors and Executives in the current year is included in the remuneration report, which is contained within the Report of the Directors.

BOARD REMUNERATION COMMITTEE

the Board in fulfilling its duties, the Board will establish a Remuneration Committee. Until that time, the Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process is stringent and full details of remuneration policies and payments are provided to shareholders in the annual report and on the web.

AUDIT AND RISK COMMITTEE

not considered appropriate. The Board assures integrity of the financial statements by:

• and compliance with current laws, relevant regulations and accounting standards;

• b. monitoring compliance of the accounting records and procedures in conjunctions with the Company’s auditor, on matters overseen by the Australian Securities and Investments Commission, ASX and Australian Taxation Office;

• provide timely, accurate and relevant information as a sound basis for management of the Group’s business;

• d. reviewing audit reports and management letters to ensure prompt action is taken;

• e. when required, nominating the external auditor and at least annually review the external auditor in terms of their independence and performance in relation to the adequacy of the scope and quality of the annual statutory audit and half-year review and the fees charged.

RISK OVERSIGHT AND MANAGEMENT

and policies, internal compliance and internal control systems. In summary, the Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.

The Company has exposure to economic risks, including general economy wide economic risks and risks associated with the economic cycle which impact on the price and demand for minerals which affects the sentiment for investment in exploration companies.

There will a requirement in the future for the Company to raise additional funding to pursue its business objectives. The Company’s ability to raise capital may be effected by these economic risks.

Company has in place risk management procedures and processes to identify, manage and minimise its exposure to these economic risks where appropriate.

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceed. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

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Additional ASX Information

The Board currently considers that the Company does not have any material exposure to social sustainability risk.

The Company’s Corporate Code of Conduct outlines the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders. The code sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from employees when dealing with stakeholders.

The Board reviewed the Risk Management Framework, including the policies, procedures and the Company’s Risks during the reporting period.

A summary of Peel Mining Limited’s Risk Management review procedures can be found in the corporate governance information section of the Company website at www.peelmining.com.au.

Considerable importance is placed on maintaining a strong control environment. The Board actively promotes a culture of quality and integrity.

No internal audit function is currently in place due to the size of the Company, however Board regularly assess the need for an internal audit function. The Board encourages management accountability for the Company’s financial reports by ensuring ongoing financial reporting during the year to the Board. Half yearly, the Financial Controller (or equivalent) and the Managing Director are required to state in writing to the Board that in all material respects:

Declaration required under s295A of the Corporations Act 2001 –

• ›

• ›

• ›

• › notes for the financial year are satisfied.

Additional declaration required as part of corporate governance –

• › and operating efficiently and effectively.

CODE OF CONDUCT

The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all directors and employees. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Company’s integrity.

The Code of Conduct embraces the values of:

• › Integrity & Objectivity

• › Excellence

• › Commercial Discipline

The Board encourages all stakeholders to report unlawful/unethical behaviour and actively promotes ethical behaviour and protection for those who report potential violations in good faith.

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Additional ASX Information

TRADING IN PEEL MINING LIMITED SECURITIES BY DIRECTORS, OFFICERS AND EMPLOYEES

and selling shares.

options and other securities if they are in possession of price-sensitive information.

The Company’s Security Trading Policy is provided to each new employee as part of their induction training.

in securities.

CONTINUOUS DISCLOSURE

The Board has a Market Disclosure Policy to ensure the compliance of the Company with the various laws and ASX Listing Rule obligations in relation to disclosure of information to the market. The Managing Director is responsible for ensuring that all employees are familiar with and comply with the policy.

The Company is committed to:

• a. complying with the general and continuous disclosure principles contained in the Corporations Act and the ASX Listing rules;

• b. preventing the selective or inadvertent disclosure of material price sensitive information;

• c. ensuring shareholders and the market are provided with full and timely information about the Company’s activities; and

• d. ensuring that all market participants have equal opportunity to receive externally available information issued by the Company.

SHAREHOLDER COMMUNICATIONS STRATEGY

The Company recognises the value of providing current and relevant information to its shareholders. The Company has adopted a Shareholder Communications Strategy which can be accessed from Peel Mining Limited’s website at http:// www.peelmining.com.au/wp-content/uploads/2014/09/Peel-Mining-Ltd-Corporate-Governance-Framework-boardapproved-150914.pdf.

on activities, announcements through the Australian Stock Exchange and the media, on the Company’s web site and through the Chairman’s address at the annual general meeting. After the Annual General Meeting, the Managing Director provides shareholders with a presentation. Afterwards all directors are available to meet with any shareholders and answer questions.

Shareholders are encouraged to contact the Company through the Contact Us section on Peel Mining Limited’s website, to submit any questions via email, or call.

The Company’s website provides communication details for its Share Registry, including an email address for shareholder enquiries direct to the Share Registry.

In addition, news announcements and other information are sent by email to all persons who have requested their name to be added to the email list. If requested, the Company will provide general information by email.

The Company will, wherever practicable, take advantage of new technologies that provide greater opportunities for more effective communications with shareholders.

The Company ensures that its external auditor is present at all Annual General Meetings to enable shareholders to ask questions relevant to the audit directly to the auditor.

COMPANY WEBSITE

Peel Mining Limited has made available details of all its corporate governance principles, which can be found in the corporate governance information section of the Company website at www.peelmining.com.au.

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Additional ASX Information

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Shareholder Information

Information relating to shareholders at 27 September 2016

Distribution of shareholders

No. Ord

Range No. of Holders		Shares %
1 - 1,000 46 1,001 - 5,000 127 5,001 - 10,000 124 10,001 - 100,000 423 100,001 - 9,999,999,999 152 Total Twenty largest shareholders		10,296 0.01 414,421 0.27 1,055,577 0.70 18,368,562 12.14 131,437,113 86.88
		151,285,969 100.00
		No. Ord Shares %%
1. POINT NOMINEES PTY LTD 2. MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 3. HAMPTON HILL MINING NL 4. ARIKI INVESTMENTS PTY LIMITED 5. PERTH CAPITAL PTY LTD 6. PERTH CAPITAL PTY LTD 7. MR ROBERT MACLAINE TYSON 8. MR MICHAEL HSIAU YUN LAN 9. MR RICHARD JOHN DUNN 10. CITICORP NOMINEES PTY LIMITED 11. MR SIMON HADFIELD & MRS FIONA HADFIELD 12. MR JONATHON TYSON & MR CHRIS TYSON & MR ROBERT TYSON 13. ARIKI INVESTMENTS PTY LIMITED 14. ARIKI INVESTMENTS PTY LIMITED 15. DENKEY PTY LTD 16. NALMOR PTY LTD JOHN CHAPPELL SUPER FUND A/C 17. MR SIMON HADFIELD 18. MR TREVOR HARRY ROHDE 19. MR CALLAN HAROLD LOW & MRS ANTONIA MARY LOW 20. MR HUGH BROWN & MRS TANYA BROWN Substantial shareholders		15,422,890 10.19 15,000,000 9.91 11,000,000 7.27 9,900,000 6.54 9,241,223 6.11 4,126,366 2.73 3,877,625 2.56 3,687,017 2.44 3,500,858 2.31 2,780,000 1.84 2,195,560 1.45 2,030,000 1.34 2,000,000 1.32 1,650,000 1.09 1,300,000 0.86 1,300,000 0.86 1,250,000 0.83 1,043,749 0.69 991,399 0.66 955,887 0.63
		93,252,574 62.27
		No. Ord Shares %
1 HAMPTON HILL MINING NL AND ASSOCIATES 2 WILLIAM HODGSON AND ASSOCIATED COMPANIES 3 POINT NOMINEES PTY LTD 4 RESOURCE CAPITAL FUND VI L.P.		24,578,184 16.25 15,920,000 10.52 15,422,890 10.19 15,000,000 9.91

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Shareholder Information

At the prevailing market price of $0.15 per share there were 112 shareholders with less than a marketable parcel of shares at 27 September 2016.

At 27 September 2016 there were 872 holders of ordinary shares in the Company.

At the date of this report there were no shares or options restricted by the ASX.

Unquoted securities

At the date of this report the Company had 3,100,000 unlisted share options on issue.

Voting Rights

The voting rights attaching to the ordinary shares, set out in Clause 12.11 of the Company’s Constitution are:

“Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at meetings of Shareholders or classes of Shareholders:

1. each Shareholder entitled to vote may vote in person or by proxy, attorney or Representative;

2. on a show of hands, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder has one vote; and

3. on a poll, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or Representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes being equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those Shares (excluding amounts credited)”

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PEEL MINING LIMITED ANNUAL REPORT 2016

peel mining limited ABN 42 119 343 734 telephone +61 8 9382 3955 1/34 Kings Park Road WEST PERTH WA 6005 www.peelmining.com.au