PEEL MINING LIMITED — Share Issue/Capital Change 2015

Nov 25, 2015

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 Ltd

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

Shares

100,000

• 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)

PEX – Fully paid ordinary shares

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 5 Issue price or consideration $19,000

Yes

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Exercise of options issued on the 21st October 2015 under employee incentive scheme and to contractors under the same terms and purpose as the scheme

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A

n/a

No

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) n/a
• 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
132,585,969	PEX–Fullypaidordinary shares

n/a

n/a

n/a

n/a

24 November 2015

• See chapter 19 for defined terms.

	Number	+Class
Number and +class of all +9securitiesnot quoted on ASX (including the+securitiesinsection2applicable)	1,000,000if	Employeeoptionswithanexerciseprice of $0.50 andexpirydateof28November 2015
	1,500,000	Relatedpartyoptionswithanexercisepriceof$0.50andexpirydateof28November 2015
	1,000,000	EmployeeIncentiveOptionswithanexercisepriceof$0.07andexpirydate of 4December2017
	900,000	EmployeeIncentiveOptionswithanexercisepriceof$0.19andexpirydate of 19 October2018
	200,000	ContractorOptionswithanexerciseprice of $0.19andexpirydateof19October2018

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

Part 2 - Pro rata issue

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

+ See chapter 19 for defined terms.

15	+Recorddatetodetermineentitlements	n/a
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	n/a
17	Policy for deciding entitlements inrelation to fractions	n/a
18	Names of countries in which theentity has security holders who willnot be sent new offer documents	n/a
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	n/a
20	Names of any underwriters	n/a
21	Amount of any underwriting fee orcommission	n/a
22	Names of any brokers to the issue	n/a
23	Fee or commission payable to thebroker to the issue	n/a
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	n/a
25	If the issue is contingent on securityholders' approval, the date of themeeting	n/a
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	n/a
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	n/a
28	Date rights trading will begin (ifapplicable)	n/a

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

29 Date rights trading will end (if applicable) n/a 30 How do security holders sell their entitlements in full through a broker? n/a 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 + Issue date 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
• 39 +Class of +securities for which quotation is sought
• 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

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

n/a
n/a
n/a

n/a

Number	+Class
n/a	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 noone 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.

(Company secretary)

Sign here: Date: 26 November 2015

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 placement capacity iscalculated
Insert number of fully paid +ordinary securitieson issue 12 months before the +issue date ordate of agreement to issue
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
Number of partly paid +ordinary securities•that became fully paid in that 12 monthperiod
Note:•Include only ordinary securities here –other classes of equity securities cannot beadded•Include here (if applicable) the securitiesthe subject of the Appendix 3B to which thisform is annexed•It may be useful to set out issues ofsecurities on different dates as separate lineitems
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 month period
"A"

+ 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
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that hasalready been used
Insert number of +equity securities issued oragreed to be issued in that 12 month period notcounting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule 7.1or 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 which thisform is annexed•It may be useful to set out issues ofsecurities on different dates as separate lineitems
"C"
Step 4: Subtract "C" from ["A" x "B"] tocalculate remaining placementcapacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"

[Note: this is the remaining placement capacity

under 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 placement capacity iscalculated
0.10
Note: this value cannot be changed
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A thathas already been used

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placementcapacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" x 0.10] – "E"
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.