PEEL MINING LIMITED — Interim / Quarterly Report 2010

Jan 30, 2011

Appendix 5B

Rule 5.3

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Peel Exploration Limited

ABN Quarter ended ("current quarter")

42 119 343 734 31 December 2010

Consolidated statement of cash flows

	Cash flows related to operating activities	Current quarter$A'000	Year to date(6months)$A'000
1.1	Receipts from product sales and related debtors
1.2	Payments for(a) exploration & evaluation(b) development(c) production(d) administration	(103)--(107)	(317)--(228)
1.3	Dividends received	-	-
1.4	Interest and other items of a similar nature received	6	12
1.5	Interest and other costs of finance paid
1.6	Income taxes paid
1.7	Other (provide details if material)
	Net Operating Cash Flows	(204)	(533)
1.8	Cash flows related to investing activitiesPayment for purchases of:(a) prospects(b) equity investments(c) other fixed assets	(10)-(3)	(10)-(3)
1.9	Proceeds from sale of:(a) prospects(b) equity investments(c) other fixed assets	10--	10--
1.101.111.12	Loans to other entitiesLoans repaid by other entitiesOther (provide details if material)
	Net investing cash flows	(3)	(3)
1.13	Total operating and investing cash flows (carriedforward)	(207)	(536)

+ See chapter 19 for defined terms.

1.13	Total operating and investing cash flows (brought forward)
		(207)	(536)
	Cash flows related to financing activities
1.14	Proceeds from issues of shares, options, etc.	2,293	2,298
1.15	Proceeds from sale of forfeited shares
1.16	Proceeds from borrowings
1.17	Repayment of borrowings
1.18	Dividends paid
1.19	Other – Costs of issue of shares	(120)	(120)
	Net financing cash flows	2,173	2,178
	Net increase (decrease) in cash held	1,966	1,642
1.20	Cash at beginning of quarter/year to date	386	710
1.21	Exchange rate adjustments to item 1.20
1.22	Cash at end of quarter	2,352	2,352

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

		Current quarter$A'000
1.23	Aggregate amount of payments to the parties included in item 1.2	73
1.24	Aggregate amount of loans to the parties included in item 1.10	Nil

1.25 Explanation necessary for an understanding of the transactions

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows In the current quarter the Company acquired the whole of the share capital of Apollo Mining Pty Ltd. Consideration was satisfied by the issue of 11,000,000 ordinary shares in the Company. Apollo Mining Pty Ltd owns exploration tenements near Leonora in Western Australia.
• 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Nil

+ See chapter 19 for defined terms.

Financing facilities available

Add notes as necessary for an understanding of the position.

		Amount available$A'000	Amount used$A'000
3.1	Loan facilities	Nil	Nil
3.2	Credit standby arrangements	Nil	Nil

Estimated cash outflows for next quarter

	Total	370
4.4	Administration	120
4.3	Production
4.2	Development
4.1	Exploration and evaluation	250
		$A'000

Reconciliation of cash

Reconciliation of cash at the end of the quarter (asshown in the consolidated statement of cash flows) tothe related items in the accounts is as follows.		Current quarter$A'000	Previous quarter$A'000
5.1Cash on hand and at bank		208	45
5.2	Deposits at call	2,144	341
5.3	Bank overdraft
5.4	Other (provide details)
	Total: cash at end of quarter (item 1.22)	2,352	386

Changes in interests in mining tenements

		Tenementreference	Nature of interest(note (2))	Interest atbeginningof quarter	Interest atend ofquarter
6.1	Interests in miningtenements relinquished,reduced or lapsed	EL7272	Relinquishment	100%	0%
6.2	Interests in miningtenements acquired orincreased	E40/303ELA4108EPA53088EPA53111	ApplicationApplicationApplicationApplication	0%0%0%0%	100%100%100%100%

+ See chapter 19 for defined terms.

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

		Total number	Number quoted	Issue price persecurity (see note3) (cents)	Amount paid up persecurity (see note 3)(cents)
7.1	Preference+securities(description)
7.2	Changes duringquarter(a) Increasesthrough issues
	(b) Decreasesthrough returnsof capital, buybacks,
	redemptions
7.3	+Ordinary
7.4	securitiesChanges during	87,757,315	87,757,315
	quarter(a) Increasesthrough issues(b) Decreasesthrough returns	43,751,398	43,751,398
	of capital, buy
7.5	backs+Convertible
	debt securities
	(description)
7.6	Changes during
	quarter(a) Increases
	through issues
	(b) Decreases
	through
	securities
	matured,converted
7.7	Options			Exercise price	Expiry date
	(description and
	conversion	1,000,000		30cents	30 April 2011
7.8	factor)Issued during
	quarter
7.9	Exercised duringquarter
7.10	Expired during			Exercise price	Expiry date
	quarter	22,473,000	22,473,000	20 cents	30 Nov 2010
		7,500,000580,00		30cents25cents	30 Nov 201030 Nov 2010.
7.11	Debentures
	(totals only)
7.12	Unsecured
	notes (totalsonly)

+ See chapter 19 for defined terms.

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).
• 2 This statement does give a true and fair view of the matters disclosed.

(Company secretary)

Sign here: ..........................................................Date: 31 January 2011...................

Print name: David Hocking.........................................................

Notes

• 1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
• 2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.
• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities*.*
• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.
• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

+ See chapter 19 for defined terms.