Level 1‌‌

37 Ord Street

West Perth WA 6005

PO Box 1038‌‌‌

West Perth WA 6872

Tel: +61 8 9322 6677

Fax: +61 8 9322 1961

Email: [email protected]

4 April 2016

Dear Shareholder,‌‌

OFFER BY MANHATTAN CORPORATION LIMITED

for shareholders to PARTICIPATE IN A SHARE PURCHASE PLAN

The Directors of Manhattan Corporation Limited ("Manhattan" or "the Company") are pleased to invite you, as an eligible shareholder of Manhattan at 4pm (WST) on the record date of Thursday, 31 March 2016 ("Record Date") and whose registered address is in Australia or New Zealand ("Eligible Shareholder") to subscribe for additional fully paid ordinary shares in Manhattan ("New Shares") at an issue price of Australian 2.5 cents ($0.025) a New Share ("Issue Price"), free of all brokerage and commission costs, under the terms and conditions of Manhattan's Share Purchase Plan ("SPP") enclosed with this Offer.‌‌

Manhattan has now commenced preparing an updated scoping study for the Ponton in-situ recovery ("ISR") uranium project in WA.‌

The previous scoping study, undertaken by Tetra Tech Consultants in 2011, indicated the geology and mineralogy of the relatively shallow sand hosted deposits are amenable to ISR solution mining at relatively low cost, with minimal capital requirements making the project comparatively fast and economic to build, and simple to operate.

Manhattan's key licence at Ponton, E28/1898 is located mostly within the remote Queen Victoria Spring Nature Reserve ("QVSNR"), 200km east northeast of Kalgoorlie.

A proposal has now been developed, that includes gaining the required political support, to excise granted E28/1898 from the QVSNR by a Reserves Amendment Bill in the WA parliament. In Late 2015 our Reserves Amendment Bill proposal was put to the WA Premier and the key Ministers being the Ministers for Mines and Petroleum, Lands, Regional Development and the Environment.‌‌

This excision of E28/1898 by a reserve boundary change will allow Manhattan to undertake further resource drilling, complete resource estimates, environmental impact statement ("EIS") and commence a bankable feasibility study ("BFS") in preparation for the Ponton ISR uranium mine development approval process.

The Ponton project has reported JORC resources and exploration targets of 50 to over 80Mlbs of uranium oxide making it the third largest uranium resource project in WA that positions Ponton as a project of key regional, state and national significance.

A maiden resource estimates for the Stallion, Highway and Shelf uranium deposits, located in Exploration Licences E28/1523 and E28/1143 to the north of QVSNR, are also underway.

As announced to the ASX on 1 April 2016, the Company is offering to Eligible Shareholders New Shares at an Issue Price of 2.5 cents ($0.025) per New Share by way of the SPP, to raise up to $835,000. Funds raised will be applied towards exploration and development of its Ponton uranium project, to cover the costs of the capital raising and provide working capital.

The Directors wish to give Eligible Shareholders the opportunity to participate in the SPP as part of the Company's capital raising initiative. Eligible Shareholders will each be entitled to apply for up to $15,000 worth of New Shares, at an Issue Price of 2.5 cents ($0.025) per New Share.

The Issue Price of 2.5 cents a New Share represents a discount of approximately 15% to the Volume Weighted Average Price ("VWAP") of 2.9 cents a share for the last 5 days on which sales in Manhattan's shares were recorded prior to the SPP being announced 1 April 2016 ("the Offer"). It also represents a discount of approximately 8% to the VWAP of 2.7 cents a share over the last 20 days on which sales in Manhattan's shares were recorded prior to the SPP announcement.

Five sophisticated investors ("Investors") have also accepted an offer to take up a placement of 5,400,000 million fully paid ordinary shares in Manhattan (under the Company's available ASX Listing Rule 15% capacity) at 2.5 cents per share ("Placement Shares") and will raise $135,000. The pricing for the Placement Shares will be identical to that applying to Eligible Shareholders under the SPP at 2.5 cents per New Share. The Investors have confirmed they will not be participating in the SPP.

In the event that less than 33,442,882 shares, equivalent to 30% of the Company's issued capital, are applied for under the SPP the Directors reserve the right to place any shortfall to professional and sophisticated investors at the Director's discretion. The issue of any such shortfall shares would be under the Company's placement capacity pursuant to ASX Listing Rule 7.1.

The market price of Manhattan's shares may rise or fall between now and the date when the New Shares are issued in accordance with the SPP. If the market price of Manhattan's shares falls, the Issue Price of the New Shares to be issued pursuant to this Offer may not be at a discount to the market price on the date of issue.

The Directors see the following advantages for Eligible Shareholders in subscribing for New Shares under the SPP:

1. Shareholders may 'top up' their holdings to a marketable parcel;

   
   

2. No brokerage or transaction costs are payableon New Shares; and

   
   

3. The Issue Price will be at an approximately 15% discount to the VWAP calculated over the last 5 days on which sales were recorded on the ASX before the SPP was announced on ASX.

   
   

   The Company's Directors and Company Secretary have indicated they intend to subscribe for New Shares under the SPP.

   
   

   The Offer is non-renounceable, in that you cannot transfer your right to buy shares under the SPP to another person. However, your participation under the SPP is optional and you may elect not to participate at all, by doing nothing.

   
   

   Each Eligible Shareholder may participate by completing an Offer and Acceptance Form and subscribing for one of the following offers of New Shares:

   
   

   Subscription Amount	Number of New Shares Applied For
   Offer A:	$2,000.00	80,000
   Offer B:	$5,000.00	200,000
   Offer C:	$10,000.00	400,000
   Offer D:	$15,000.00	600,000

   
   

   The Directors have resolved to seek to raise up to $835,000 under the SPP. However, the Directors reserve the right to reject any applications in whole or in part. Manhattan will return any application monies paid in relation to unsuccessful applications without interest.

   
   

   SPP Timetable and Key Dates:

   
   

   Date	Details
   Thursday, 31 March 2016	Record Date 4.00pm (WST) The date on which Manhattan determined shareholders eligible to participate in the SPP, being shareholders registered on that date with an address in Australia or New Zealand
   Friday, 1 April 2016	SPP Announced to ASX
   Monday, 4 April 2016	Opening Date The date the SPP Offer is made - SPP opens
   Thursday, 21 April 2016	Closing Date The date on which the SPP Offer closes. Applications and payments (including BPay®) must be receivedby 5.00pm (WST).
   Thursday, 28 April 2016	Issue Date The date New Shares are issued.
   Friday, 29 April 2016	Holding Statement Mailing Date The date on which holding statements are sent to shareholders who subscribed for New Shares under the SPP.
   Friday, 29 April 2016	Share Trading Date The date on which it is expected that the New Shares will commence trading on the ASX.

   
   

   The timetable is indicative only and Manhattan may, at its discretion, vary any of the above dates except for the Record Date.

   
   

   You should note that Manhattan may elect to close the offer at any time.

   
   

   To Take Up this Offer:

   
   

4. Please read the enclosed Terms and Conditions of the SPP;

   
   

5. Complete the enclosed personalised SPP Application Form specifying the number of New Shares you wish to apply for (up to a maximum value of $15,000.00 of New Shares) and the total subscription price for those New Shares; and

   
   

6. Send the completed SPP Application Form by 5pm (WST) on Thursday 21 April 2016, in the reply paid envelope provided, with your cheque made payable to Manhattan Corporation Limited, and crossed Not Negotiable to Manhattan's Share Registry at:




Computershare Investor Services Pty Limited GPO Box 505

Melbourne VIC 3001 Australia




Alternatively, you can use the BPay® facility as set out on the SPP Application Form. If you make a BPay®payment, you do not need to return the Application Form. Please note that New Zealand shareholders having an Australian bank account can also use BPay®.




Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payments, and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPay®. It is your responsibility to check that the amount you wish to pay via BPay® does not exceed your limit.




Shareholders are responsible for making sure that any BPay® payments are made in time to become cleared funds in the account before close of business on the Closing Date. Delays may be experienced such that a BPay® transfer on the Closing Date is unlikely to be cleared funds by close of business on the Closing Date. Neither the Share Registry nor Manhattan accepts any responsibility for loss incurred through incorrectly completed BPay® payments. It is the responsibility of the Applicant to ensure that funds submitted through BPay® are received by 3pm WST on the Closing Date.




Please contact the Company on +61 4 1993 6040 or via e-mail at [email protected] if you have any queries in relation to this Offer or how to accept it.




I also encourage you to visit our website at www.manhattancorp.com.au and sign up for our announcements and newsletters to keep up to date with our activities.




Yours sincerely

Manhattan Corporation Limited




Alan J Eggers Executive Chairman Contact:

Tel: (+61 8) 9322 6677

Fax: (+61 8) 9322 1961

Email: [email protected]