PEEL MINING LIMITED — Share Issue/Capital Change 2012

Dec 17, 2012

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Peel Mining Limited

ABN

1

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).

+Class of +securities issued or tobe issued	$0.50 (28 November 2015)Employee Options – unquoted$0.50 (28 November 2015)Related Party Options – unquoted

• 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)

1,000,000 Employee Options

1,500,000 Related Party Options

• 1. Exercise price of $0.50 per Option.
• 1. Exercisable at any time on or before 5.00pm (WST) 28 November 2015 (the Option Expiry Date).
• 1. 2,500,000 options vest immediately

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?	YES–Shares issued on the exercise ofOptions will rank equally withother ordinary shares.
	If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	DirectorDirectors.	Grant of incentive Options to ManagingandNon-Executive
7	+securitiesDatesofenteringinto uncertificated holdings ordespatch of certificates	18 December 2012
	+class	Number	+Class
8	Numberandofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	PPP110,921,683PEXP	PEX–Fullypaidordinary shares

+ See chapter 19 for defined terms.

		Number	+Class
+class9Numberandofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)		50,000	Employee Options with anexercise price of $0.08 andexpiry date of 30 March 2013
	400,000	Employee Options with anexercise price of $0.08 andexpiry date of 31 July 2014
		1,000,000	Employee Options with anexercise price of $0.50 andexpiry date of 28 November2015
		1,500,000	Related Party Options withan exercise price of $0.50and expiry date of 28November 2015
10	Dividend policy (in the case of atrust, distribution policy) on the	No dividend is expected to be paid.

Part 2 - Bonus issue or pro rata issue

increased capital (interests)

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.

18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
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 onbehalf of +securityholders	N/A
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

+ See chapter 19 for defined terms.

• 30 How do +security holders sell 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

N/A

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Despatch date N/A

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)

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 date ofallotment with 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 atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment	N/A
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
42	+classNumberandofall+securities	Number	+Class
	quotedonASX(including the securities in clause	N/A

+ 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.

Sign here: ......................................................... Date: 18 December 2012 (Company secretary)

Print name: Ryan Woodhouse = = = = = = = = =

+ See chapter 19 for defined terms.