PEEL MINING LIMITED — Capital/Financing Update 2013

May 8, 2013

9 May 2013

The Manager Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

On 9 May 2013, Peel Mining Limited (Company) completed the issue of 2,500,000 fully paid ordinary shares in the capital of the Company at a deemed price of $0.10 to OZ Investments Pty Ltd (subsidiary of Oz Minerals Ltd). The issue was for consideration of Oz Minerals Ltd tenement EL7519, which was previously announced on 18 May 2012.

The Company gives notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

• 1. the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; and
• 1. as at the date of this notice, the Company has complied with:
  • a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
  • b) section 674 of the Corporations Act; and
• 1. as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

For Peel Mining Limited Ryan Woodhouse

Company Secretary

Ph: (08) 385 1025 Email: info@peelmining.com.au

Peel Mining Limited ACN 119 343 734 tel: (08) 9385 3955. fax (08) 9388 1025. email info@peelmining.com.au PO Box 849, West Perth WA 6872. Unit 1, 34 Kings Park Road, West Perth WA 6005 www.peelmining.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Peel Mining Limited

ABN

42 119 343 734

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

PEX – Fully paid ordinary shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

2,500,000

2,500,000 ordinary fully paid shares with a deemed issue price of $0.10 per share.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?	Yes
	If the additional securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	10 cents per share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Issue of the shares was for acquisition ofNSW Exploration Licence 7519
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities the	No
	subject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	n/a
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	n/a
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	n/a

+ See chapter 19 for defined terms.

• See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
• 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
119,471,683	PEX–Fullypaidordinary shares

n/a

n/a

n/a

n/a

n/a

27 March 2013

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(includingthesecuritiesinsection 2 if applicable)	400,000	Employee Options withan exercise price of $0.08and an expiry date of 31July 2014
		1,000,000	Employee Options withan exercise price of $0.50andexpirydateof28November 2015
		1,500,000	RelatedPartyOptionswith an exercise price of$0.50 and expiry date of28 November 2015

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No dividend is expected to be paid

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	n/a
12	Is the issue renounceable or nonrenounceable?	n/a
13	Ratio in which the +securitieswill be offered	n/a
14	+Class of +securities to which theoffer relates	n/a
15	+Recorddatetodetermineentitlements	n/a
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	n/a
17	Policy for deciding entitlementsin relation to fractions	n/a

+ See chapter 19 for defined terms.

19	Closingdateforreceiptofacceptances or renunciations	n/a
20	Names of any underwriters	n/a
21	Amount of any underwriting feeor commission	n/a
22	Names of any brokers to theissue	n/a
23	Fee or commission payable to thebroker to the issue	n/a
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations on	n/a
	behalf of +security holders
25	If the issue is contingent on+security holders' approval, thedate of the meeting	n/a
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	n/a
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	n/a
28	Date rights trading will begin (ifapplicable)	n/a
29	Date rights trading will end (ifapplicable)	n/a
30	How do +security holders sell	n/a

entitlements are to be dealt with. Cross reference: rule 7.7.

documents

• their entitlements in full through a broker?

• 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? n/a
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)? n/a

33 +Despatch date n/a

ber z
	n/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

(Director/Company secretary)

Sign here: Date: 9 May 2013.

Print name: Ryan Woodhouse

== == == == ==

+ See chapter 19 for defined terms.