PEEL MINING LIMITED — Capital/Financing Update 2019

Sep 12, 2019

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, 04/03/13

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

Executive incentive options

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. 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)

2,000,000 new incentive share options issued as under the Incentive Option Plan.

2,000,000 executive incentive options Vesting: 1,000,000 vest immediately, 1,000,000 vest in 12 months from grant; Expiry date: 9 September 2022 Exercise Price: 31.0 cents

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities?If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than in	N/a
	relation to the next dividend,distribution or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	The executive was issued the options as part of theCompany's long term incentives scheme.
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?	No
	If Yes, complete sections 6b – 6h inrelation to the +securities the subjectof this Appendix 3B, and complywith section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	n/a
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	n/a
6d	Number of +securities issued withsecurity holder approval under rule7.1A	n/a

+ 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 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
242,733,611	PEX – Fully paid ordinaryshares

2,000,000 Executive incentive options

n/a

n/a

• See chapter 19 for defined terms.

9 September 2019

n/a

n/a

Appendix 3B New issue announcement

		Number	+Class
9	Number and +class of all +securitiesnot quoted on ASX (including the+securitiesinsection2ifapplicable)	650,000	Employee&ContractorIncentive Options with anexercise price of $0.203 andexpiry date of 10 October2019
		3,000,000	Related party options withan exercise price of $0.223andexpirydateof28November 2019.
		900,000	Employee&ContractorIncentive Options with anexercise price of $0.26 andexpiry date of 15August2020.
		2,000,000	Related Party Options withan exercise price of $0.783andexpirydateof30November 2020
		2,000,000	Related Party Options withan exercise price of $0.641andexpirydateof7December 2021
		1,600,000	Employee incentive optionswith an exercise price of$0.57 and expiry date of 7December 2021
		2,000,000	Executive Incentive Optionswith an exercise price of$0.31 and expiry date of 2September 2022.

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 - Pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements

+ See chapter 19 for defined terms.

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders' approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

27	If the entity has issued options,and the terms entitle optionholders to participate on exercise,the date on which notices will besent to option holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell theirentitlements in fullthrough a
	broker?
31	How do security holders sell partof their entitlements through a
	brokerandacceptforthebalance?
32	How do security holders dispose
	of their entitlements (except bysale through a broker)?
33	+Issuedate

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 +securitiesExample: 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 convertiblesecurities

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

+ See chapter 19 for defined terms.

35	held by those holders	If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securities
36	1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories
37	A copy of any trust deed for the additional +securities
	Entities that have ticked box 34(b)
38	Number of +securities for which+quotation is sought	n/a
39	+Class of +securities for whichquotation is sought	n/a
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	n/a
	If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security)	n/a

+ See chapter 19 for defined terms.

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class
n/a	n/a

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 is not available now, we 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: 13 September 2019

Print name: Ryan Woodhouse

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	184,035,969
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	850,000 fully paid ordinary shares as part ofthe exercise of employee options under thecompany's employee incentive scheme.
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	1,000,000 fully paid ordinary shares as partof the exercise of related party options.24,266,996 issued under a fully underwritten
Number of partly paid +ordinary•securities that became fully paid in that12 month period	non renounceable entitlement offer.10,000,000 fully paid ordinary shares ratifiedby shareholders at the 2018 AGM
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separate
line itemsSubtract the number of fully paid +ordinary
securities cancelled during that 12 monthperiod
"A"	220,152,965

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15[Note: this value cannot be changed]
Multiply "A" by 0.15	33,022,945
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	22,580,646 fully paid ordinary shares undera placement.
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	22,580,646
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	33,022,945
Note: number must be same as shown inStep 2
Subtract "C"	22,580,646
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	10,442,299
	This is the remaining placement capacityunder rule 7.1

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	n/a
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	n/a
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	n/a
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	n/a

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	n/a
Note: number must be same as shown inStep 2
Subtract "E"	n/a
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	n/a
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.