Axiom Mining : Interim Stop Order Lifted - Supplementary Prospectus

Axiom Mining Limited

ARBN 119 698 770

Mendana Ave, Honiara Solomon Islands

Level 6, 15 Astor Terrace

Brisbane QLD 4000

Australia

T + 61 7 3319 4100

www.axiom-mining.com

ASX Announcement

Interim Stop Order Lifted - Supplementary Prospectus

29 March 2017

Axiom Mining Limited ('Axiom' or 'the Company') advises that, the Company lodged a Second Supplementary Prospectus with the Australian Securities and Investments Commission ('ASIC').

The ASIC has revoked its interim stop order and the Company can now proceed with its Entitlement Offer (Rights Issue) and Loyalty Bonus Option offers.

The key terms of the offers are:

• Rights Issue:

  • 1 for 10 non-renounceable @ $0.16;

  • With Attaching Options on 7 for 4 basis (for every 100 shares issued shareholders receive 175 options);

  • To raise up to $5.6 million;

  • Record Date (to determine Eligible Shareholders): 6th March 2017;

  • Closing Date (last date for acceptance and payment): 2nd May 2017.

• Loyalty Bonus Option:

  • 1 for 8 bonus issue of Options;

  • For those Eligible Shareholders holding 125,000 shares or more (excluding shares from Rights Issue);

  • Record Date (to determine Eligible Shareholders): 16th May 2017 (revised);

• Options to be listed on ASX with an exercise price of $0.40 and expiry of 14th December 2018;
• Eligible Shareholders who maintain their full holding through both the Rights Issue and Bonus Issue record dates and subscribe for their full rights issue allocation will receive 30% of their shareholding in Listed Options and increase their Shareholding by 10%.

Shareholders wishing to participate in the offers should follow the instructions set out in the Entitlement and Acceptance Form accompanying the Second Supplementary Prospectus.

The revised timetable for the Company's offers is shown on the following page.

ASX Announcement

29 March 2017

Page 2

Revised timetable for Entitlement Offer and Loyalty Bonus Option Offer

Event	Date
Lodgment of Prospectus with ASIC and announcement of Offer	Wednesday, 1 March 2017
Existing shares quoted 'ex' rights	Friday, 3 March 2017
Lodgment of First Supplementary Prospectus Record Date	7.00 pm (AEDT) Monday, 6 March 2017
Despatch of Prospectus, First Supplementary Prospectus and Entitlement and Acceptance Forms Offer Opening Date	Tuesday, 7 March 2017
Lodgement of Second Supplementary Prospectus	Tuesday, 28 March 2017
Annual General Meeting	Thursday, 30 March 2017
Despatch of Second Supplementary Prospectus and Entitlement and Acceptance Form	Friday, 31 March 2017
Last date to withdraw submitted application	5.00pm (AEST) Monday, 1 May 2017
Closing Date - last date for acceptance and payment in full	5.00pm (AEST) Tuesday, 2 May 2017
Announcement of shortfall (if any) under the Offers	Friday, 5 May 2017
Allotment and issue of New Axiom Shares and Attaching Options	Tuesday, 9 May 2017
Despatch date of holding statements Normal trading of New Axiom Shares and Attaching Options commences	Wednesday, 10 May 2017
Loyalty Bonus Option Record Date	Tuesday, 16 May 2017
Allotment and grant of Loyalty Bonus Options	Friday, 19 May 2017

ENDS

About Axiom Mining Limited

Axiom Mining Limited focuses on tapping into the resource potential within the mineral-rich Pacific Rim. Through dedication to forging strong bonds and relationships with the local communities and governments where we operate, Axiom Mining has built a diversified portfolio of exploration tenements in the Asia Pacific region. This includes a majority interest in the Isabel Nickel Project in the Solomon Islands and highly prospective gold, silver and copper tenements in North Queensland, Australia. The Company is listed on the ASX. For more information on Axiom Mining, please visit www.axiom-mining.com

Disclaimer

Statements in this document that are forward-looking and involve numerous risk and uncertainties that could cause actual results to differ materially from expected results are based on the Company's current beliefs and assumptions regarding a large number of factors affecting its business, including litigation outcomes in the Solomon Islands Court of Appeal. There can be no assurance that (i) the Company has correctly measured or identified all of the factors affecting its business or their extent or likely impact; (ii) the publicl y available information with respect to these factors on which the Company's analysis is based is complete or accurate; (iii) the Company's analysis is correct; or (iv) the Company's strategy, which is based in part on this analysis, will be successful.

Axiom Mining Limited ARBN 119 698 770

SECOND SUPPLEMENTARY PROSPECTUS

1. Important information

   This Second Supplementary Prospectus (Second Supplementary Prospectus) of Axiom Mining Limited (Axiom or the Company) is dated Tuesday, 28 March 2017 and was lodged with ASIC on that date under section 719 of the Corporations Act.

   This Second Supplementary Prospectus supplements the prospectus dated 1 March 2017 and lodged with ASIC on that date (Prospectus) and the Supplementary Prospectus dated 6 March 2017 and lodged with ASIC on that date (First Supplementary Prospectus), and must be read together with the Prospectus and the First Supplementary Prospectus. If there is any inconsistency between the Prospectus, the First Supplementary Prospectus and this Second Supplementary Prospectus, this Second Supplementary Prospectus prevails.

   Terms used but not defined in this Second Supplementary Prospectus have the meanings given in section 9 of the Prospectus. ASIC and ASX take no responsibility for the contents of this Second Supplementary Prospectus, the First Supplementary Prospectus or the Prospectus.

2. Clarification of previous statements

   In earlier market announcements, the Company has made statements to the effect that, subject to the grant of the relevant licences, the Company would be in a position to commence mining in 2017. 1

   Concerns have been raised as to the reasonable basis on which those statements have been made.

   The Company wishes to provide the following additional disclosure to provide context and to clarify those statements:

3. the Company's objectives;

4. the Company's state of readiness for bulk sampling operations at the Kolosori and San Jorge deposits in the Solomon Islands;

5. the Company's prospects; and

6. specific investment risks.

7. Objectives

   The Company aims to be a producer of nickel laterite ore from its Kolosori and San Jorge deposits. The project is in development and the Company's priorities are:

8. (permitting) to secure the grant of a prospecting licence for its Kolsori deposit and / or a mining lease for its San Jorge deposit; and

9. (conduct bulk sampling) to commence and complete a bulk sampling program at Kolsori and/or San Jorge as soon as the necessary permitting is secured.

   There is no certainty that the necessary permits will be granted either at all or on satisfactory terms and conditions or in a timely manner or that it will be able to commence its proposed bulk sampling program either at all or at any given time - see paragraph 9.1.

   1 30 November 2016, announcement titled 'Isabel Nickel Project - San Jorge deposit drilling results'. 15 December 2016, announcement titled 'Isabel Nickel Project - San Jorge deposit drilling results'. 22 December 2016, announcement titled 'Higher grade saprolite intersected in San Jorge deposit'. 31 January 2017, announcement titled 'Quarterly Activities Report'.

   3 February 2017, announcement titled 'Isabel Nickel Project - San Jorge deposit drilling results'. 1 March 2017, announcement titled Capital Raising transaction for up to $6.9 million'.

   20 March 2017, announcements titled 'Corporate Update' and 'Isabel Nickel Project - San Jorge drilling program complete'.

   Further information is set out below.

10. Permitting - overview of regulatory background
12. General

    The development of mining in the Solomon Islands and the procedures for the grant of licences, permits or leases in connection with the exploration and development of mineral resources, mining operations in respect of minerals and the grant of rights and title in minerals, is governed by legislation in the Solomon Islands.

13. Prospecting licences

    The relevant legislation provides that the Minister may issue prospecting licences, to any applicant for the carrying out of prospecting in any area of Solomon Islands, where the Minister is satisfied that:

14. the applicant has adequate financial resources and the technical competence and experience to carry out effective prospecting operations; and

15. the proposed prospecting programme is adequate for prospecting. The information which must be provided with each application includes:

16. • details of the applicant, its financial status, technical competence and experience;

    • a description and plan of the area over which the prospecting licence is sought;

    • a report setting out the applicant's evaluation of the mineral prospects in the area;

    • the minerals for which the applicant wishes to prospect;

    • the period for which the prospecting licence is required;

    • a proposed work programme along with a proposed programme for the acquisition of surface access rights; and

    • the applicant's intentions regarding environmental protection.

    The Solomon Islands authorities have power to require an applicant to amend an application with respect to the proposed work programme and other matters; call for tenders for a prospecting licence over a specified area; refuse to accept an application for a prospecting licence if, at the time of submission of the application, there is pending before the Minerals Board (the Solomon Islands statutory body having applicable jurisdiction) an application for a prospecting licence or mining lease in respect of all of the proposed prospecting area or all of the proposed prospecting area is subject to an existing prospecting licence or mining lease; or excise the prospecting licence area applied for in certain circumstances.

    Approval process Stage 1 - Determination by the Ministry that application is acceptable and issue of Letter of Intent

    The first stage of the approval process is for the Minerals Board to determine if it is of the opinion that the submitted application is acceptable. Once the application is approved by the Minerals Board, a Letter of Intent (LOI) is issued to the applicant informing the applicant that the prospecting licence will be awarded subject to the applicant acquiring surface access rights.

    Stage 2 - Negotiation of Surface Access Agreements

    After the issue of a LOI, the next step is to secure Surface Access Agreements over the land the subject of the prospecting licence.

    Once surface access agreements are secured, the Minister shall issue to the applicant the prospecting licence on standard terms and conditions.

    There is no legislated timeframe for this approval process.