EXCITE TECHNOLOGY SERVICES LTD — Capital/Financing Update 2007

Jun 24, 2007

PRIME MINERALS LIMITED

ABN 61 120 658 497

PROSPECTUS

For a non-renounceable entitlement offer of one (1) Option for every two (2) Shares held by Shareholders on the Record Date at an issue price of 1 cent per Option.

The Offer is not underwritten

IMPORTANT NOTICE

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type but refers to other documents containing information which is deemed to be incorporated in this Prospectus.

This document (and those documents incorporated by reference) should be read in its entirety. If you are in any doubt as to the contents of this document (and those documents incorporated by reference) you should consult your stockbroker or other professional adviser without delay.

Options offered by this Prospectus are considered speculative in nature.

TABLE OF CONTENTS

Section		Page
1.	CORPORATE DIRECTORY & IMPORTANT DATES	3
2.	CHAIRMAN'S LETTER	4
3.	DETAILS OF THE OFFER	5
4.	INFORMATION DEEMED TO BE INCORPRATED IN PROSPECTUS	8
5.	ADDITIONAL INFORMATION	12
6.	AUTHORITY OF DIRECTORS	18
7.	DEFINITIONS	19

Important Notice

This Prospectus is dated 25 June 2007.

A copy of this Prospectus was lodged with the ASIC on 25 June 2007. The ASIC and ASX take no responsibility for the contents of this Prospectus.

No Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for the Options offered by this Prospectus to be listed for Quotation.

Applicants should read this document (and those documents incorporated by reference) in their entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for Options. There are risks associated with an investment in the Company and the Options offered under this Prospectus must be regarded as a speculative investment. The Options offered under this Prospectus carry no quarantee with respect to return on capital investment, payment of dividends or the future value of the Options.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used in this Prospectus are set out in Section 7 of this Prospectus.

Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus alone does contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, the Prospectus incorporates all other necessary information by reference to information contained in the November 2006 Prospectus lodged with ASIC on 10 November 2006 and certain announcements made by the Company to ASX under its continuous disclosure obligations (collectively referred to as the "Specified Documents") in this Prospectus.

In referring to the Specified Documents, the Company:

• identifies the Specified Documents as being relevant to the offer of Options under this ía). Prospectus and containing information that will provide investors and their professional advisers information to assist them in making an informed assessment of:
• $(1)$ the rights and liabilities attaching to:
  • the Options; and $(a)$
  • $(b)$ the underlying Shares;
• $(ii)$ the capacity of the Company to issue the underlying Shares; and
• the assets and liabilities, financial position and performance, profits and losses and $(iii)$ prospects of the Company;
• $(b)$ refers investors and their professional advisers to Section 4 of this Prospectus which summarises the information in the Specified Documents deemed to be incorporated in this Prospectus:
• $(c)$ informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the Specified Documents by contacting the Company at its registered office during normal business hours during the Offer Period; and
• $(d)$ advises that the information in the Specified Documents will be primarily of interest to investors and their professional advisers or analysts.

$\mathbf{1}$ . CORPORATE DIRECTORY & IMPORTANT DATES

CORPORATE DIRECTORY

Directors

Vincent Hyde Emilio Del Fante Graeme Bover

Executive Chairman Non-Executive Director Non-Executive Director

Company Secretary Vincent Hyde

Registered Office

34 Parliament Place West Perth WA 6005

Auditors

PKF Chartered Accountants Level 7, BGC Centre 28 The Esplanade Perth WA 6000

Share Registry

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000

Telephone:		+61 8 9323 2000
Facsimile:		+61 8 9323 2033

IMPORTANT DATES*

Announcement of Offer	25 June 2007
Lodgement of Prospectus and Appendix 3B	25 June 2007
Notice sent to Shareholders containing information required by Appendix 3B	26 June 2007
Shares commence trading ex Entitlement	29 June 2007
Record Date for determining Entitlements	5 July 2007
Prospectus dispatch date and Opening Date	11 July 2007
Closing Date of the Offer	26 July 2007
Deferred settlement trading commences	27 July 2007
Notification to ASX of under subscriptions	31 July 2007
Issue of Options & dispatch of holding statements	3 August 2007

$\star$ These dates are indicative only and are subject to change without notice, subject to the provisions of the Corporations Act and the Listing Rules. The Directors may extend the period of the Offer at their discretion.

$2.$ CHAIRMAN'S LETTER

Dear Shareholder

As indicated in the November 2006 Prospectus lodged by the Company on 10 November 2006, your Directors committed to an offer of Options to Shareholders of the Company approximately four months after the commencement of trading of the Company's shares on ASX. This Prospectus contains that offer and I urge all Shareholders to consider this opportunity carefully.

All Shareholders registered as at 5pm WST on 5 July 2007 will be entitled to participate in this nonrenounceable entitlement offer of Options on the basis of one (1) Option for every two (2) Shares held.

The closing date for acceptance of the Offer is 26 July 2007. The Board recommends all Shareholders take up their Entitlement.

The Directors takes this opportunity to thank all Shareholders for their support since the Company's listing on ASX and look forward to your continued support in the future.

Please feel free to contact me if you have any queries.

Yours faithfully,

Vincent Hyde Executive Chairman

$\overline{3}$ DETAILS OF THE OFFER

$3.1$ Details of the Offer

This Prospectus is for a pro-rata non-renounceable entitlement offer of Options at an issue price of one cent (\$0.01) each to Shareholders on the basis of one (1) Option for every two (2) Shares held at the Record Date. The principal purpose of the Offer is to provide a benefit to Shareholders who have retained their Shares through to the Record Date by enabling them to acquire Options to subscribe for additional Shares in the Company at an exercise price of 20 cents each and an expiry date of 31 October 2009.

Assuming all shareholders accept their full entitlements the Company will raise approximately \$161,750 from the Offer (before costs of the Offer). These funds will be applied initially towards the costs of the Offer with the balance to be applied towards working capital.

If no funds are raised as a result of this Offer, the Company has sufficient working capital to meet its obligations as set out in the November 2006 Prospectus.

In the calculation of any Entitlement, fractions will be rounded down to the nearest whole number.

3.2 Acting on your Entitlement

The number of Options to which you are entitled is calculated at the Record Date and is shown on the Entitlement and Acceptance Form which accompanies this Prospectus.

As a Shareholder, you may accept your Entitlement in whole or in part only or do nothing (in which case you will receive no benefit from your Entitlement).

If you wish to take up all or part of your Entitlement, you will need to complete the Entitlement and Acceptable Form in accordance with the instructions set out in the form.

Cheques should be made payable to "Prime Minerals Ltd - Application Account" and crossed "Not Negotiable".

Your acceptance cannot exceed your Entitlement as shown on the Entitlement and Acceptance Form. If it does, your acceptance will be deemed to be for the maximum Entitlement and any surplus application monies will be returned.

This Offer is non-renounceable and accordingly, Shareholders may not sell or transfer their Entitlements

Your completed Entitlement and Acceptance Form together with the application monies must be received no later than 5pm WST on the Closing Date, subject to the right of the Company to extend the Offer Period (in accordance with the Corporations Act and Listing Rules).

No interest will be payable to Applicants on application monies and any interest earned thereon will be retained by the Company irrespective of whether any Options are issued pursuant to the Offer.

If the Offer does not proceed, application monies will be refunded as soon as practicable after the Closing Date and in any event, no later than 14 days after the Closing Date.

$3.3$ Minimum subscription and over-subscriptions

There is no minimum subscription and over-subscriptions will not be accepted.

3.4 Stock Exchange quotation

The Company will apply to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Options offered under this Prospectus.

The Company currently has on issue 3,700,000 unlisted options which are in the same class as the Options offered under this Prospectus. 2,200,000 of these options are restricted securities and will not be released from escrow until 3 January 2009. The Company will apply to ASX for Official Quotation of these options when they are released from escrow.

If ASX does not grant permission for Official Quotation of the Options within three (3) months after the date of this Prospectus, or such longer period as may be allowed by ASIC, none of the Options offered by this Prospectus will be allotted or issued and the Company will repay all application monies received (without interest).

The fact that ASX may grant Official Quotation of the Options is not to be taken in any way as an indication of the merits of the Company or the Options now offered for subscription.

$3.5$ Closing Date of the Offer

The Closing Date for receipt of acceptances is 5pm WST on 26 July 2007. The Directors reserve the right, in their absolute discretion, to extend the Closing Date, subject to compliance with the Listing Rules.

$3.6$ Allotment and Issue of Options

Allotment and issue of Options will take place on or around 3 August 2007. Application monies will be held in a subscription account until the issue of Options has been made. This account has been established and will be kept by the Company in trust for each Applicant. Any interest earned on the application monies will be for the benefit of the Company and will be retained by the company irrespective of whether the issue of Options takes place.

If no issue of Options is made, all application monies will be refunded, without interest, as soon as practicable.

No options will be allotted and issued on the basis of this Prospectus later than thirteen (13) months after the dated of this Prospectus.

$3.7$ Underwriting

This Offer is not underwritten.

3.8 Placement of Shortfall

In the event that there is a shortfall in the take up of Entitlements under the Offer, the Directors reserve the right, as allowed within the Listing Rules, to place the shortfall at their absolute discretion within three months of the Closing Date to maximise the amount of funds raised from the Offer. The shortfall, if any, will not be placed to Directors or any of their associates.

3.9 Overseas Shareholders

The Offer constituted by this Prospectus is made to residents of Australia and New Zealand only.

The Company is of the view that it is unreasonable to make an offer under this Prospectus to Shareholders outside of Australia and New Zealand having regard to:

• the number of shareholders with registered addresses in countries outside of Australia and New $\bullet$ Zealand:
• the number and value of the securities to be offered to shareholders outside of Australia and New Zealand: and
• the cost of complying with the legal requirements and requirements of regulatory authorities in the $\bullet$ relevant overseas jurisdictions.

Accordingly, the Company is not required to make offers under the Prospectus to Shareholders outside of Australia and New Zealand.

3.10 Enquiries

If you have any queries regarding your Entitlement, or how to apply for Options, please contact the Company on 08 9488 5299.

INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS $\overline{\mathbf{4}}$ .

4.1 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, however it incorporates by reference information contained in the November 2006 Prospectus and the ASX Releases that have been lodged with the ASIC.

The information to be incorporated by reference into this Prospectus is the November 2006 Prospectus and the ASX Releases summarised below in sub-section 4.2 and will primarily be of interest to investors and their professional advisers or analysts.

Investors and their professional advisers are able to obtain a copy of the November 2006 Prospectus and the ASX Releases free of charge by contacting the Company at its registered office during normal business hours during the Offer Period. These documents are also available by searching ASIC's records in relation to the Company, or by visiting the Company's website at www.primeminerals.com.au.

$4.2$ Summary of Information Deemed to be Incorporated

Set out below is a summary of the information contained in the November 2006 Prospectus and the ASX Releases that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether they need to obtain a copy of the November 2006 Prospectus and the ASX Releases for the purposes of making an informed investment decision in relation to the Options offered pursuant to this Prospectus.

4.2.1 The November 2006 Prospectus

The Sections referred to in this Section 4.2.1 are a reference to sections in the November 2006 Prospectus.

Section 1 - Project Overview

This section contains a summary of the projects and tenements acquired by the Company since its incorporation on 27 July 2006. It details the objectives and strategies of the Company and provides information relating to its tenements.

At the date of the November 2006 Prospectus the Company's projects comprise:

• Lake Mason Uranium Project
• Barrambie Gold/Vanadium/Iron Project
• Star of Mangaroon Gold Project
• Dales Gorge and Tom Price Iron Ore Prospect

Section 2 - Profile of Directors

Section 2 contains information relating to each of the Directors of the Company as at the date of the November 2006 Prospectus.

Section 3 - Details of the Offer

Section 3 contains an overview of the investment opportunity, details of the number of Shares offered. use of funds, proforma capital structure of the Company and other matters of an administrative nature.

Section 3 also summarises the intended exploration expenditure in regard to the Company's projects.

Section 4 - Independent Geological Report

Section 4 consists of:

• an independent technical assessment report on the Company's Lake Mason Uranium Project. Barrambie Gold/Vanadium/Iron Project and Star of Mangaroon Gold Project prepared by Voermans Geological Services Pty Ltd; and
• an independent geologist's report on the iron property interests held by the Company at Dales Gorge and Tom Price, prepared by Mackay & Schnellmann.

These reports provide detail in respect to project location and access, the geology and mineralisation of the project areas, past exploration on the project areas, mining activity in the region, and exploration potential and the proposed exploration and expenditure programs.

Section 5 - Independent Solicitor's Report

Section 5 consists of a report prepared by Pullinger Readhead and Lucas, on the mining tenements acquired, or which may be acquired or in which an interest may be earned by the Company. The report details the titleholders of the mining tenements and a summary of the material contracts which affect the tenements. The report also summarises other contracts entered into which have been identified by the Company as material and relevant to potential investors.

Section 6 and 7 - Investigating Accountant's Report and Financial Information

Section 6 comprises of a report prepared by PKF Corporate Advisory Services (WA) Pty Ltd ("Investigating Accountant's Report"). The Investigating Accountant's Report was included in the November 2006 Prospectus to assist investors and their financial advisers in making an assessment of the financial position of the Company. Section 7 contains the financial information upon which the Investigating Accountant's Report was based.

Section 7 contains the unaudited balance sheet of the Company as at 31 August 2006 and pro-forma balance sheet as at that date reflecting the position of the Company on the basis that various transactions, including the issue of the Shares offered under the November 2006 Prospectus, have been completed.

Section 8 - Corporate Governance

Section 8 sets out that the Company has adopted formal corporate governance practices and policies and sets out the Company's "if not, why not" report in relation to those matters of corporate governance where the Company's practices depart from the Ten Essential Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council.

Section 9 - Risk Factors

Section 9 notes that an investment in Prime has risks reasonably expected of an investment in a business of its type. It details a number of factors that may impact on the success and future profitability of Prime. The factors referred to include, amongst others, general economic risk and business climate: exploration, development, mining and processing risks; native title; and risks specific to the Company projects (including, operating, commodity prices, currency, environment, title, insurance change in government policy and legislation, joint venture parties and contractors, limited history, contractual and future funding).

Section 10 - Additional Information

Section 10 sets out additional information required to be disclosed in the November 2006 Prospectus includina:

• Rights attaching to Shares:
• Rights attaching to Options: $\bullet$
• Interests of Directors, including share holdings and remuneration; $\bullet$
• Interests of Persons Named in the November 2006 Prospectus:
• Consents of persons named in the November 2006 Prospectus:
• A statement that the Company is not involved in any material litigation or arbitration proceedings, nor are any proceedings pending or threatened against the Company
• Expenses of the Offer;
• Restricted Securities:
• Tax consideration: and
• Privacv.

Section 11 - Directors' Statement

Section 11 contains the Directors' responsibility statement and consent.

4.2.2 The ASX Releases

ASX Release - 31 January 2007

Pursuant to this ASX Release, the Company announced its quarterly activity and cashflow update for the quarter ended 31 December 2006, including information and updates (where applicable) on the Company's consolidated statement of cash flows, payments to Directors and Directors' associates, payments to entities related to the Company and associates of those related entities, estimated cash outflows for the next quarter, reconciliation of cash and issued and quoted securities at the end of the quarter.

ASX Release - 31 January 2007

Pursuant to this ASX Release, the Company announced that Mr Bruce Waddell had resigned as a director.

ASX Release - 16 March 2007

Pursuant to this ASX Release, the Company lodged with ASX its financial report for the half year ended 31 December 2006.

ASX Release - 26 March 2007

Pursuant to this ASX Release, the Company announced the appointment of Mr Graeme Boyer as a nonexecutive director and the resignation of Mr Bruce Hawley as a director.

Mr Boyer has had over 40 years experience in banking, finance and international trade. His experience will be invaluable in assisting the Company in appraising overseas mining project opportunities and ongoing project management, including managing any future foreign exchange risk and exposure.

ASX Release - 12 April 2007

Pursuant to this ASX Release, the Company announced it had commenced a detailed airborne radiometric survey over its Lake Mason uranium project area. The objective of the radiometric survey over 5,707 line kilometres flown at a line spacing of 100 metres and a sense height of 20 - 30 metres is to define surface radiometric anomalies additional to Prime's Bolitho Bore, where minor exploration defined a pre-JORC target mineralisation of 170,000kg (374,000ibs) of uranium. A secondary objective is to define litho/chemical and hydrological trap sites where uranium mineralisation has accumulated below the surface, followed by a detailed air core drilling program.

ASX Release - 30 April 2007

Pursuant to this ASX Release, the Company announced the acquisition of three Exploration Licences adioining the Company's Lake Mason uranium project, doubling the Company's landholding at Lake Mason from 426 to 860 square kilometres. The Company paid \$60,000 in cash and issued 1,500,000 options (exercise price of 20 cents expiring 31 October 2009) in consideration for 100% ownership of the three Lake Mason Exploration Licences.

ASX Release - 30 April 2007

Pursuant to this ASX Release, the Company announced its quarterly activity and cashflow update for the quarter ended 31 March 2007, including information and updates (where applicable) on the Company's consolidated statement of cash flows, payments to Directors and Directors' associates, payments to entities related to the Company and associates of those related entities, estimated cash outflows for the next quarter, reconciliation of cash and issued and quoted securities at the end of the quarter.

ASX Release - 7 June 2007

Pursuant to this ASX Release, the Company announced that it has established a Level One American Depositary Receipt (ADR) Program in the United States with receipts tradable in the over-the-counter (OTC) market, under the code PMLDY and its CUSIP (74162G2103). Prime has appointed The Bank of New York as the depositary bank for the program.

5. ADDITIONAL INFORMATION

$5.1$ Listing on ASX and Capital Structure

Prime was admitted to the Official List on 28 December 2006 with Official Quotation of its Shares commencing on 3 January 2007 following the issue of 11 million Shares to raise \$2.2 million.

Capital Structure

The capital structure of the Company following completion of the Offer is summarised as follows:

Shares	Options
32,350,001	3,700,000
	16,175,000
32,350,001	19,875,000

Notes:

$\uparrow$ . Pursuant to chapter 9 of the ASX Listing Rules a number of the Shares and Options issued prior to ASX listing are subject to ASX escrow requirements.

19,175,000 Shares are restricted securities and will not be released from escrow until 3 January 2009 and a further 1,000,000 Shares are restricted securities and will not be released from escrow until 31 August 2007.

2,200,000 Options are restricted securities and will not be released from escrow until 3 January 2009. In addition to the terms listed in Section 5.6 the Options issued to any Directors (2,000,000 options) are subject to the additional term that such Options may be cancelled at the discretion of the Board if that director resigns his position voluntarily within two years of appointment.

• $2.$ The balance of Shares on issue, being 12,175,001 Shares, are quoted and freely tradeable on ASX. The balance of Options on issue, being 1,500,000 Options, are unlisted and currently not tradeable on ASX. The Company will seek Official Quotation of these Options in conjunction with the options offered pursuant to this Prospectus.
• Options are exercisable at 20 cents each on or before 31 October 2009. Full terms and 3. conditions of the Options are provided elsewhere in this Prospectus. The exact number of Options offered will vary slightly from the number disclosed in the table above, due to rounding down of fractional entitlements.

5.2 Activities since issue of November 2006 Prospectus and Further Material Contracts

Since the issue of the November 2006 Prospectus, the Company has:

• Closed the offer and issued a total of 11,000,000 Shares at 20 cents each for a total of \$2.2 million pursuant to the November 2006 Prospectus;
• Commenced a detailed airborne radiometric survey over its Lake Mason uranium project area. The objective of the radiometric survey over 5.707 line kilometres flown at a line spacing of 100 metres and a sense height of 20 - 30 metres is to define surface radiometric anomalies additional to Prime's Bolitho Bore, where minor exploration defined a pre-JORC target mineralisation of 170,000kg (374,000ibs) of uranium. A secondary objective is to define litho/chemical and hydrological trap sites where uranium mineralisation has accumulated below the surface, to be followed by a detailed air core drilling program; and

Acquired three Exploration Licences adioining the Company's Lake Mason uranium project. doubling the Company's landholding at Lake Mason from 426 to 860 square kilometres. The Company paid \$60,000 in cash and issued 1,500,000 options (exercise price of 20 cents expiring 31 October 2009) in consideration for 100% ownership of the three Lake Mason Exploration Licences.

In line with its objectives, the Company is also identifying overseas uranium and other mining project opportunities.

Other than as stated in this Prospectus, the Company is not aware of any material matter or circumstance that would impact on the contents of the November 2006 Prospectus or the activities and prospects of the Company and be relevant to assist investors or their professional advisers in making an informed assessment of relevant matters.

Further Material Contracts

The Company has not entered any material contracts in addition to those summarised in the November 2006 Prospectus.

$5.3$ Continuous Disclosure and Documents Available for Inspection

The Company is listed on ASX and its Shares are quoted on ASX. The Company is a "disclosing entity" for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from or inspected at, an office of the ASIC. This includes the November 2006 Prospectus referred to in Section 4 of this Prospectus.

The Company will provide a copy of all documents used to notify the ASX of information relating to the Company under the provisions of the Listing Rules since official quotation on 3 January 2007. As at the time of lodging this Prospectus the only such documents were:

10 January 2007	Initial Director's Interest Notice x 4
30 January 2007	Becoming a substantial shareholder
30 January 2007	Becoming a substantial shareholder
31 January 2007	Resignation Director & Final Director's Interest Notice
31 January 2007	Second Quarter Activities & Cashflow Report
02 March 2007	Company Secretary Appointment/Resignation
16 March 2007	Half Year Accounts
26 March 2007	Director Appointment/Resignation/Appendix 3X & Appendix 3Z
29 March 2007	Response to ASX Share Price Query
12 April 2007	Radiometric Survey Targets Uranium Anomalies at Lake Mason
30 April 2007	Lake Mason Uranium Project Area Doubles
30 April 2007	Third Quarter Activities and Cashflow Report
07 June 2007	Establishes ADR Program in the US
25 June 2007	Entitlement offer of options and Appendix 3B

5.4 Trading history

Official quotation of the Company's Shares commenced on 3 January 2007. The highest and lowest recorded market sale prices of the Shares quoted on ASX during the period from commencement of Official Quotation to the date of this Prospectus were \$0.40 on 3 January 2007 and \$1.50 on 23 May 2007 respectively. The Company has no options (to subscribe for Shares) that are currently quoted on ASX.

The last market sale price of the Shares on ASX on the last day that trading took place in these Shares prior to the date of this Prospectus was \$1.39 on 22 June 2007.

5.5 Pro-Forma Balance Sheet

The Pro-Forma Balance Sheet on completion of this Offer is essentially the same as the Pro-Forma Balance Sheet included in Section 7 of the November 2006 Prospectus and which is incorporated by reference into this Prospectus (Investigating Accountant's Report) adjusted only for the following:

• ongoing normal operating expenditure (including exploration expenditure) and corresponding $(a)$ decrease in cash assets:
• $(b)$ an increase in cash assets of approximately \$161,750 (assuming all Entitlements are taken up). reduced by expenses of the Offer of approximately \$20,000.
• an increase in contributed equity of approximately \$141,750. $(c)$

As there has been no material change since the Pro-Forma Balance Sheet included in the November 2006 Prospectus, a further Pro-Forma Balance Sheet of the Company showing the effects of this Offer has not been included in this Prospectus.

5.6 Terms and Conditions of Options

The options offered pursuant to this Prospectus will be issued on the following terms:

• $(i)$ One Option entitles the holder to subscribe for one Share:
• the exercise price of each Option is 20 cents; $(ii)$
• the Options expire at 5.00 pm WST on 31 October 2009; $(iii)$
• $(iv)$ Shares issued as a result of the exercise of any Options will rank equally in all respects with Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three business days after the date of allotment of those Shares:
• the Options are exercisable by completing the application for exercise of Options and delivering $(v)$ the same together with payment for the number of shares in respect of which the Options are exercised to the registered office of the Company:
• the options are freely transferable in whole or part at any time prior to expiry and application will $(vi)$ be made to ASX for Official Quotation of the Options;
• (vii) within 14 days of receipt of a properly executed notice of exercise and application monies the Company will issue to the Option holder the number of Shares specified in that notice:
• (viii) Option holders are permitted to participate in new issues of securities offered to Shareholders on the prior exercise of the Options in which case the Option holder shall be afforded the period of at least 10 business days prior to the record date (to determine the entitlements to the issue) to exercise the Option; and
• in the event of any reorganisation (including consolidation, subdivision, reduction or cancellation) $(ix)$ of capital of the Company, the rights of Option holders are to be changed to the extent necessary to comply with ASX Listing Rules on a reorganisation of capital at the time of the reorganisation.

$5.7$ Rights attaching to Shares upon Conversion of Options

General $(a)$

The rights attaching to the Shares arise from a combination of the Company's Constitution, the Corporations Act, the ASX Listing Rules and general law. A copy of the Company's constitution is available for inspection during business hours at its registered office.

A summary of the more significant rights is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company's shareholders. To obtain such a statement, persons should seek independent legal advice.

(b) Voting Rights

Subject to the Constitution of the Company and any rights or restrictions at the time being attached to a class of shares, at a general meeting of the Company every Shareholder present in person, or by proxy, attorney or representative has one yote on a show of hands, and upon a poll, one yote for each Share held by the Shareholder. In the case of an equality of votes, the chairperson has a casting vote.

Dividends $(c)$

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, the Company may pay dividends as the Directors resolve but only out of profits of the Company. The Directors may determine the method and time for payment of the dividend.

$(d)$ Windina up

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, on a winding up of the Company any surplus must be divided among the shareholders of the Company.

Transfer of Shares $(e)$

Generally, shares are freely transferable, subject to satisfying the requirements of the ASX Listing Rules, ASTC Rules, the ACH Clearing Rules and the Corporations Act. The Directors may decline to register any transfer of Shares but only when permitted to do so by the Corporations Act, the ASX Listing Rules, the ASTC Rules, the ACH Clearing Rules or under the Company's Constitution.

Directors $(f)$

The Constitution and the ASX Listing Rules contain provisions relating to the rotation and election of Directors.

Further Increases in Capital $(g)$

Subject to the Corporations Act, the ASX Listing Rules, the ASTC Rules and the ACH Clearing Rules and any rights attached to a class of shares, the Company (under the control of the Directors) may allot and issue shares and grant options over shares, on any terms, at any time and for any consideration, as the Directors resolve.

(h) Variation of Rights Attaching to Shares

Subject to the Corporations Act, the ASX Listing Rules, the ASTC Rules and the ACH Clearing Rules and the terms of issue of shares in a particular class, the Company may vary or cancel rights attached to shares in that class by either special resolution passed at a general meeting of the holders of the shares in that class, or with the written consent of the holders of at least 75% of the votes in that class.

General Meeting $(i)$

Each Shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Company's Constitution, the Corporations Act and the ASX Listing Rules.

5.8 Interests of Directors, Experts and Advisors

A full disclosure of the interests of Directors, experts and promoters of and to the Company for the period commencing on incorporation of the Company and to the date of issue of the November 2006 Prospectus are set out in section 10 of the November 2006 Prospectus and other than as set out below or elsewhere in this Prospectus, that information and disclosure remains current.

Interests of Directors

The interest of the Directors in the securities of the Company at the date of this Prospectus is as follows:

Director	No. of Shares	No. of Options
Vincent Hyde	100,000	500,000
Emilio Del Fante	Nil	500,000
Graeme Boyer	10,000	Nil

Interests of Experts and Advisors

PKF Chartered Accountants have provided professional audit services to the Company during the last two years totaling approximately \$9,000.

5.9 Consents

Persons who make statements in this Prospectus or who made statements in the November 2006 Prospectus, which are incorporated by reference into this Prospectus, need to provide their written consent for such use.

Each of the parties referred to in this Section 5.9:

• does not make or purport to make, any statement in this Prospectus or on which a statement $(a)$ made in the Prospectus is based other than as specified in this Section; and
• $(b)$ to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this or the November 2006 Prospectus with the consent of that party as specified in this Section.

Pullinger Readhead Lucas has given its consent to the inclusion by reference in this Prospectus of its Independent Solicitor's Report set out in Section 5 of the November 2006 Prospectus, and to all statements referring to the Independent Solicitor's Report, in the form and context in which they are included in the November 2006 Prospectus. Pullinger Readhead Lucas has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Voermans Geological Services Pty Ltd has given its consent to the inclusion by reference in this Prospectus of its Independent Geological Report set out in Section 4 of the November 2006 Prospectus, and to all statements referring to the Independent Geological Report, in the form and context in which they are included in the November 2006 Prospectus. Voermans Geological Services Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Mackay & Schnellmann Pty Ltd has given its consent to the inclusion by reference in this Prospectus of its Independent Geological Report set out in Section 4 of the November 2006 Prospectus, and to all statements referring to the Independent Geological Report, in the form and context in which they are included in the November 2006 Prospectus. Mackay & Schnellmann Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

PKF Corporate Advisory Services (WA) Pty Ltd has given its consent to the inclusion by reference in this Prospectus of its Investigating Accountant's Report set out in Section 6 of the November 2006 Prospectus, and to all statements referring to the Investigating Accountant's Report, in the form and context in which they are included in the November 2006 Prospectus. PKF Corporate Advisory Services (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

PKF Chartered Accountants has given its written consent to being named as Auditors to the Company in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Computershare Investor Services Pty Ltd has given its written consent to being named as Share Registry to the Company in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

5.10 Legal Proceedings

Except to the extent set out below, there is no litigation, arbitration or proceedings threatened, pending, against or involving the Company as at the date of this Prospectus.

The Company has received notification from Mr Bruce Waddell, a former director of the Company. whereby Mr Waddell has claimed an entitlement to retain 500,000 options issued to him in his capacity as a director of the Company. The terms of the options are set out in Part 10 of the November 2006 Prospectus. Mr Waddell is also claiming an amount of \$16,809.35 for outstanding director and secretary fees. The Company is in the process of considering the claim of Mr Waddell to retain the options and his entitlement to the outstanding fees.

5.11 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the Options. Taxation consequences will depend on particular circumstances. Neither Prime nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to in this Prospectus or any other taxation consequences connected with an investment in the Options or dealing with any Entitlement in this Offer.

5.12 Expenses of the Issue

The total expenses of the issue are estimated to be \$20,000 comprising legal and due diligence costs, printing and other administrative expenses, including ASX quotation fees.

$6.$ AUTHORITY OF DIRECTORS

Each of the Directors of Prime Minerals Limited has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act and has not withdrawn that consent.

Dated the 25th day of June 2007.

Vincent Hyde For and on behalf of PRIME MINERALS LIMITED

$\overline{7}$ . DEFINITIONS

\$ means Australian dollars unless otherwise stated.

ACH Clearing Rules means the operating rules of Australian Clearing House Pty Limited.

Applicant means a person who submits an Entitlement and Acceptance Form.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Ltd.

ASTC Settlement Rules means the settlement rules of ASTC (formerly the SCH Business Rules).

ASX means ASX Limited (ACN 008 624 691).

ASX Releases means the ASX releases made by the Company as detailed in Section 4.2.2 of this Prospectus.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means 5.00 pm WST on 26 July 2007.

Company or Prime means Prime Minerals Limited (ABN 61 120 658 497).

Corporations Act means the Corporations Act 2001 (Cth).

Constitution means the constitution of the Company as amended from time to time.

Directors mean the directors of the Company from time to time.

Entitlement means the non-renounceable entitlement of a Shareholder to subscribe for a particular number of Options calculated on a 1 for 2 basis and on the terms and conditions of this Prospectus.

Entitlement and Acceptance Form means the personalised entitlement and acceptance form for the Offer attached to or accompanying this Prospectus.

Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.

November 2006 Prospectus means the prospectus lodged by the Company with the ASIC on 10 November 2006 for the offer of 11,000,000 Shares at an issue price of 20 cents each to raise \$2,200,000.

Offer mean the offer of Options pursuant to this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the official list of ASX.

Opening Date means 11 July 2007.

Option means an option to acquire a Share on the terms set out in Section 5.6 of this Prospectus.

Option Holders means those parties holding Options.

Prime Minerals Limited

Prospectus means this prospectus dated 25 June 2007.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 5.00 pm WST on 5 July 2007.

Section means a section of this Prospectus or a section of the November 2006 Prospectus, as appropriate and as the case may be.

Share means one fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Shortfall means the Options (if any) not taken up under the Offer.

WST means Western Standard Time, Perth, Western Australia.