Axiom Mining : Appendix 3B

1.5Rule 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

AXIOM MINING LIMITED

ARBN

119 698 770

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
Ordinary shares
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued
3,499,022
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)
Ordinary shares issued as a result of the conversion of 300,000 Convertible Notes totalling $413,689 at a conversion price of $0.11823 per share.

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
Ordinary shares issued will rank pari passu with existing fully paid ordinary shares.
5	Issue price or consideration
$413,689
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
Ordinary shares are issued as partial conversion of Convertible Notes issued pursuant to the Convertible Note Agreement announced 16 June 2017.
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
Yes
6b	The date the security holder resolution under rule 7.1A was passed
30 March 2017

6c	Number of +securities issued without security holder approval under rule 7.1
Nil
6d	Number of +securities issued with security holder approval under rule 7.1A
Nil
6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
Nil
6f	Number of +securities issued under an exception in rule 7.2
Nil
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.
n/a
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
n/a
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
Under 7.1 - 25,809,223 Under 7.1A - 6,748,781
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 August 2017

Number	+Class
364,095,878 47,274,675	Ordinary Shares (AVQ) Listed Options (AVQO) Exercisable at 40.00 cents each expiring 14.12.18

1. Number and +class of all

   +securities quoted on ASX (including the +securities in section 2 if applicable)

   Number

   +Class

   697,763 1,333,000 800,000 9,285,735 300,000 500,000 30,305,561 30,305,561 30,305,561 30,305,561 133,440,979 900,000 822,400 1,595,400 2,417,800

   Unlisted Hong Kong Shares Unlisted Options: Exercisable at 30 cents each expiring 30.11.17 Exercisable at 30 cents each expiring 30.11.17 Exercisable at 40 cents each expiring 28.7.18 Exercisable at 45 cents each expiring 30.03.18 Exercisable at 16 cents each expiring 7.05.18 Exercisable at 30 cents each expiring 30.3.26 Exercisable at 40 cents each expiring 30.3.26 Exercisable at 50 cents each expiring 30.3.26 Exercisable at 60 cents Each expiring 30.3.26 Total Unlisted Options Unlisted Performance Rights: Vesting subject to performance conditions. Convertible Notes: (In accordance with terms of Convertible Note Agreement of 16 June 2017) Tranche A Convertible Notes at US$1.10 issued and remaining to be converted Estimate 0f A$2,000,000 Tranche B Convertible Notes at US$1.10 not yet issued Total Convertible Notes

2. Number and +class of all

+securities not quoted on ASX (including the +securities in section 2 if applicable)