BREAKTHROUGH MINERALS LIMITED — Director's Dealing 2009

Oct 1, 2009

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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: Atomic Resources Limited ABN: 65 124 408 751

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David James Holden
Date of last notice	20thAugust 2009

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Holden Family Trust (Mr Holden is trustee and beneficiary) Shackelton Capital Pty Ltd (Mr Holden is a Director and has a greater than 20% voting power in the company) Corvus Super Fund (Mr Holden is a trustee and beneficiary)
Date of change	28 September 2009
No. of securities held prior to change	835,000
Class	Ordinary Fully Paid Shares
Number acquired	117,500
Number disposed	0
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$12,338

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Current securities held

3,250,000 options (unlisted) 952,500 shares 685,000 options (listed) Holden Family Trust 3,250,000 unlisted options exercisable @ 25 cents expiry 30 June 2012 300,000 listed options exercisable @ 25 cents expiry 31 August 2011 Shackelton Capital Pty Ltd 600,000 Fully paid ordinary shares 300,000 listed options exercisable @ 25 cents expiry 31 August 2011 Corvus Super Fund 352,500 Fully paid ordinary shares 85,000 listed options exercisable @ 25 cents expiry 31 August 2011

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Rights Issue acquisition of shares

Part 2 – Change of 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 Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 3

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