BANNERMAN ENERGY LTD — Director's Dealing 2009

Mar 31, 2009

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

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 30/9/2001.

Name of entity	Bannerman Resources Limited
ABN	34 113 017 128

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Alternate Director	Mason Hills
Date of appointment	31 March 2009

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

	Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. Securities held by Resource Capital Fund IV L.P., a limited partnership in which Mr Hills has a relevant interest.	Number & class of Securities 7,100,000 Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Bannerman Resources Limited (“BMN”) has entered into a Convertible Note Facility Agreement dated 28 November 2008 with Resource Capital Funds IV L.P. (“RCF IV”) for a secured convertible note facility (“Facility”) for up to A$20 million. BMN issued a draw down notice for the first tranche of A$10 million under the Facility on 17 December 2008 and has the option of drawing down a standby tranche of A$10 million at any time during the 6 months following, subject to satisfaction of conditions precedent. Terms of the Facility The conversion price for the first A$10 million tranche drawn under the Facility is A$0.612 per share. The standby tranche of A$10 million may be drawn down at the election of Bannerman and is subject to, among other things, shareholder approval. The conversion price of the standby tranche is the lower of A$0.612 per share and the amount that represents 20% premium to the 30 day volume weighted average price (VWAP) of shares in BMN as at the date the standby tranche is funded, subject to a floor price of A$0.45 per Share. The coupon rate payable on moneys drawn under the Facility is 8% per annum payable in arrears on 31 March, 30 June, 30 September and 31 December of each year. At BMN’s election, the interest can be satisfied by the issue of new BMN shares at the VWAP over the five trading days ending on the trading day immediately before the relevant interest payment date. If not converted to shares, a single bullet repayment is due 3 years from the date the First Tranche is funded. BMN has provided security for the Facility by way of a fixed and floating charge over its assets and undertaking a share pledge over BMN’s 80% shareholding in Bannerman Mining Resources (Namibia) Pty Ltd. Material covenants include maintenance of minimum working capital of A$3,000,000 and other usual non-financial covenants subject to ordinary course of trading exceptions.
Nature of interest	Mr Hills is Vice President – Legal of RCF IV.
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002