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FRONTIER RESOURCES LTD

ABN 96 095 684 389

PROSPECTUS

1 for 3 non renounceable Entitlements Issue at 3.5 cents per share with one free option for every New Share purchased. If fully subscribed, the Issue will raise approximately $1.7 million. Shareholders may apply for New Shares and New Options in excess of their entitlement.

Every New Share issued pursuant to the Entitlements Issue will be accompanied by one FREE Attaching Option to subscribe for an Ordinary Share exercisable at a price of 4.5 cents per Share on or before 3 December 2010.

THIS OFFER IS NOT UNDERWRITTEN

THIS IS AN IMPORTANT DOCUMENT AND NEEDS YOUR URGENT ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR STOCKBROKER, LEGAL OR LICENSED FINANCIAL ADVISER IMMEDIATELY.

THE SECURITIES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

THIS ISSUE CLOSES AT 5.00PM (WST) ON 3 December 2008

THE ISSUE AT A GLANCE

ENTITLEMENTS ISSUE

OFFER

1 New Share for every 3 Shares held on 6 November 2008.

1 New Option issued free with every New Share.

Shareholders may apply for additional Shares.

ISSUE PRICE

3.5 cents per New Share

MAXIMUM AMOUNT THE ISSUE COULD RAISE

Approximately $1.7 Million

MINIMUM SUBSCRIPTION

There is no minimum amount which must be raised under the Issue

ISSUE CLOSES

3 December 2008

The Offer is non-renounceable The Offer is not underwritten

LETTER TO INVESTORS

Dear Shareholder / Investor

On behalf of the Directors of Frontier Resources Ltd (Frontier), I am pleased to invite you to participate in the future growth of Frontier via this Entitlements Issue, which seeks to raise approximately $1.7 million.

Frontier is an ASX listed junior mineral explorer whose shares also trade on the Frankfurt, Berlin and Munich Stock Exchanges. Frontier is focused on exploring the highly mineralised Pacific ‘Rim of Fire’ in Papua New Guinea (PNG) and Tasmania and holds a carefully selected and diverse portfolio of high potential projects. These comprise a 100% interest in 4 Exploration Licences covering approximately 1,460 km² in PNG, a 90% interest in 2 Exploration Licences and a 100% interest in 1 Exploration License and 2 Retention Licences covering 134 km² in Tasmania.

Frontier is undertaking an Entitlements Issue to raise funds to:

initiate feasibility studies on the Narrawa and Stormont Deposits, that are located in northern Tasmania;
continue exploration activities in PNG and Tasmania;
continue legal action in the PNG courts, regarding the refusal to renew the Exploration Licence for the Kodu Deposit despite commitments being exceeded; and
complete construction of 3 new diamond drilling rigs (frame construction has already commenced) for Frontier’s own use, hire or sale.

The Inferred Resource at the Narrawa Deposit contains 30,850 ounces of gold equivalent grading 5.05 g/t gold equivalent, within 190,000 tonnes grading 2.74 g/t gold + 1.21% zinc + 1.59% lead + 22g/t silver. The resource contains 16,740 ounces of gold + 2,300 tonnes of zinc + 3,020 tonnes of lead + 134,400 ounces of silver and is hosted within 3 on or near surface, potentially open-pitable lodes.

Excellent metallurgical recoveries have been obtained for the Narrawa mineralisation by flotation, with Stormont yet to be metallurgically evaluated. This information was incorporated into a Conceptual Mining Study (CMS) that evaluated Narrawa’s potential to be placed into development.

The CMS showed that the Narrawa Deposit can be economically mined and concentrated at site, with toll smelting at the Risdon refinery. However, Narrawa alone would have a short mine life and the project would be substantially more robust with a larger resource. Increasing the total resources will be attempted with the next drilling program, but the same effective result will be achieved when a resource is estimated for the Stormont Deposit.

Frontier’s immediate goal is completion of pre-feasibility evaluations at both Narrawa and Stormont deposits. A 10 hole program of resource definition drilling was completed at Narrawa last month to improve the confidence level of the database and allow re-estimation of the resource. Frontier anticipates a likely upgrade in classification of the resource to Measured, Indicated and Inferred status.

The re-estimated Narrawa resource should be released in early December and the Conceptual Mining Study will also be updated. The Stormont studies and those assessing the economics of a combined mining and treatment operation will likely be completed in early 2009.

Subsequent to the Entitlements Issue, Frontier will undertake feasibility studies on the Narrawa and Stormont Deposits, with the view to then seeking a Mining Lease. Future drilling will target extensions to the mineralisation to increase the total size of the resource and thus improve the

Gold Equivalent is the contained gold, silver and lead that are converted to an equal amount of pure gold and summed (based on assays of mineralized rock and actual metal prices).

economics of any future mine. There is excellent exploration potential at both deposits and additional mineralisation is likely to also be defined in the general project region, from the numerous additional prospects and drill targets.

The Komsen Prospect at Mt Andewa in PNG contains several sub-parallel base-metal quartzcarbonate veins, within a 1km long structural zone. Historic surface trenches included 5.0m of 18.5g/t gold, 3.7m of 12.6g/t gold, 3m of 14.3g/t gold and 21.65m of 4.4g/t gold.

Frontier has now completed 22 diamond holes at Komsen for a total of 2,353.9m. Drilling has confirmed the continuity of higher gold grades at various depths in the main mineralised structure and results have included 7.9m of 10.01g/t gold, 10.8m of 7.4g/t gold, 3m of 10.97g/t, 1m of 19.0 g/t gold + 119.0g/t silver+ 10.3% zinc. The gold mineralisation has a drilled strike length of 180m and is known in a single hole to about 320m vertical depth. The higher grade gold is extensive and could run the length of the system. A resource is likely to be estimated in early 2009 and future exploration options will be evaluated at that time.

Trenching and sampling to define drilling targets is also planned for the recently granted, and very high gold grade, Bulago Project in PNG. Historic trench results include 0.85m of 754g/t gold, 2m of 188g/t gold, 15m of 57.4g/t gold, 6m of 72.2g/t gold.

Trench sampling has been completed at the recently granted Jimi EL (Mul Mul Prospect), to confirm historic results of 16m grading 2.5% copper + 6.4% zinc + 2.2% lead + 70 g/t silver + 0.8 g/t gold and 8m grading 3.7% copper + 6.3% zinc + 126 g/t silver + 0.9 g/t gold. Results are awaited and further exploration requirements will then be determined.

Frontier’s other projects and tenements will also be advanced by cost effective exploration or joint ventures as appropriate, with assay results expected to be announced consistently throughout 2009.

Legal proceedings have been initiated in PNG regarding the refusal of the Minister to renew Frontier’s Exploration License containing the Kodu copper-gold-molybdenum Deposit. An application for leave to commence a Judicial Review was heard in PNG on October 15/16 2008 and the decision was deferred until 1/11/2008. The Judicial Review would seek to void the Minister’s decision and have the matter re-considered on the basis of relevant facts, not policy directives from the National Executive Council.

Substantial feasibility and exploration programs are planned during the coming year and for them to be successful, we ask shareholders to seriously consider participating in this Entitlements Issue. The Directors have chosen to undertake this prospectus Entitlement Issue to ensure that all existing shareholders have the opportunity to participate in the continued growth and development of their company, with a significant incentive or bonus.

Frontier’s Directors and management team are focussed, cost conscious and success driven, with more than 300 years combined experience in PNG and Australia. Frontier is an innovative explorer operating with a policy of continuous drilling of our quality projects, using our own efficient, man-portable diamond core rigs.

Two of Frontier’s diamond drilling rigs have just finished a 3,300m commercial drilling contract in PNG, another is completing the initial resource evaluation drilling at the Stormont Deposit and one is in storage in Tasmania. An additional 1,000m drilling program has been contracted in Tasmania to commence 7th November and additional substantial drilling programs are being negotiated.

Frontier intends to continue its present policy of obtaining commercial drilling contracts as a means of maintaining our team, while generating significant cash flow to offset some of Frontier’s own exploration costs.

Shareholders are offered one New Share at 3.5 cents (with one free attaching New Option for

every New Share purchased) for every three Shares held on the Record Date. The free attaching New Options are exercisable at 4.5 cents on or before 3 December 2010. On 27 October 2008 the closing price of Shares was 4.0 cents.

Shareholders can participate in the Entitlements Issue by subscribing to this offer. You may apply for more New Shares in addition to your entitlement and are strongly encouraged to do so. Any shortfall will be distributed by the Board having regard to the order of receipt of applications. The Directors reserve the right to place any shortfall with investors. This is an excellent opportunity for Frontier’s many small shareholders to purchase additional shares without brokerage costs.

The Directors, Management and staff are highly motivated for the success of Frontier. Please consider participating in this excellent opportunity and thank you in advance for your support.

For more information about Frontier’s projects, please refer to recent releases to the ASX on our website (www.frontierresources.com.au), or feel free to call me on +61 (0) 8 9295 0388.

Frontier is seeking corporate and exploration success with renewed vigour in Tasmania and Papua New Guinea.

Sincerely,

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Peter McNeil M.Sc. Managing Director

IMPORTANT INFORMATION

ENTITLEMENTS NON-RENOUNCEABLE

The Entitlement to the New Shares and New Options is non-renounceable. Accordingly there will be no trading of the Entitlements on the ASX. If you do not take up your Entitlement before the close of the Offer, the Offer to you will lapse.

GENERAL

The date of this prospectus is 28 October 2008. A copy of this prospectus was lodged with ASIC on 28 October 2008.

ASIC and ASX take no responsibility for the contents of this prospectus.

No Shares or Options will be allotted or issued on the basis of this prospectus later than 13 months after the date of this prospectus.

The Share issued pursuant to the exercise of a New Option will be issued in accordance with the terms and conditions on which the New Options are issued, and in any event, not more than 14 days after the receipt of a properly executed exercise notice and application money in respect of the exercise of the New Option.

FOREIGN JURISDICTIONS

This prospectus does not constitute an Offer in any place in which, or to any person to whom, it would be unlawful to make such an Offer.

DISCLAIMER

No person is authorised to give any information or make any representation in connection with the Offer that is not contained in this prospectus. A Shareholder may not rely on any information or representation in connection with the Offer that is not contained in this prospectus as having been made by Frontier.

NOTICE TO SHAREHOLDERS

Shareholders should read this prospectus and make application in accordance with the directions on page 6 if they wish to take up their Entitlement.

CONTENTS
THEISSUE AT AGLANCE
LETTER TOINVESTORS
IMPORTANTINFORMATION
SUMMARY OFPRINCIPALDATES	1
1. DETAILS OFTHEENTITLEMENTSISSUE	2-3
2. PURPOSE ANDEFFECT OFISSUE	4-6
3. ACTIONREQUIRED BYSHAREHOLDERS	7-8
4. INFORMATION ON THENEWSHARES ANDNEWOPTIONS	9-12
5. INFORMATION ONFRONTIERRESOURCESLTD	13-14
6. GENERALRISKFACTORS	15-17
7. FINANCIALINFORMATION	18-19
8. ADDITIONALINFORMATION	20-23
9. CORPORATEDIRECTORY	24
10. GLOSSARY	25
11. AMOUNTPAYABLEGUIDE	26

SUMMARY OF PRINCIPAL DATES

SUMMARY OFPRINCIPALDATES
Announcement of Entitlements Issue, lodgement of prospectus and	28 October 2008
publication on Frontier’s internet site www.frontierresources.com.au
Initial advice of Offer to Shareholders	29 October 2008
Shares trade ex-entitlements	30 October2008
Record date	6 November 2008
Prospectus and Entitlement and Acceptance form despatched to	10 November 2008
Shareholders
Entitlements Issue closes - last date for acceptances and payment of	3 December 2008
application money (Closing Date)
Last day for allotment of New Shares and New Options	9 December 2008
Despatch of holding statements for New Shares and New Options	9 December 2008
Normal trading commences for New Shares and New Options on ASX	12 December 2008

These dates are indicative only and subject to change. Frontier reserves the right to amend this timetable including, subject to the Corporations Act and the Listing Rules, to extend the Closing Date.

1. DETAILS OF THE ENTITLEMENTS ISSUE

1.1 ENTITLEMENT TO NEW SHARES AND NEW OPTIONS

Shareholders registered at 5.00pm Western Standard Time on 6 November 2008 are offered 1 New Share for every 3 Shares then held, at an issue price of 3.5 cents per New Share. If a fraction arises in the calculation of entitlements, the entitlements will be rounded up to the next whole number.

Every New Share will have a free attaching "New Option" to subscribe for an ordinary Share in Frontier at an issue price of 4.5 cents on or before 3 December 2010.

The terms and conditions of the New Shares are the same as existing Shares. The terms and conditions of the New Shares and New Options are set out in Section 4.

The number of New Shares and New Options to which a Shareholder is entitled is shown on the Entitlement and Acceptance Form sent to each Shareholder.

Frontier reserves the right to withdraw the Offer at any time, in which case it will refund all application money (without interest) within a reasonable time.

1.2 PAYMENT FOR SHARES

Shareholders who take up their entitlements to New Shares and New Options will be required to pay 3.5 cents per New Share on application. Payment methods are outlined in section 3.1.

1.3 NON RENOUNCEABLE

The entitlements to the New Shares are non renounceable. There will be no trading of the Entitlements on ASX.

1.4 FRONTIER SHAREHOLDERS AND OPTIONHOLDERS

Shareholders will be forwarded a copy of this prospectus and invited to participate in the Issue. Shareholders will receive at least the amount of New Shares and New Options for which they apply, up to the quantity specified on the Entitlement and Acceptance Form which accompanies the prospectus sent to each Shareholder.

Shareholders may also be allotted New Shares and New Options in excess of their entitlement if they apply for additional New Shares and New Options. Shareholders will only be allotted additional New Shares and New Options above their entitlement from any Shortfall. If Shareholders apply for New Shares and New Options in excess of any Shortfall the Directors will allocate any New Shares and New Options from the Shortfall at their discretion having regard to the order of receipt of applications.

An Optionholder is not entitled to participate in the Issue unless the Optionholder has exercised some or all of the Option holder’s Options and is the registered holder of the Shares issued on the exercise of those Options at the Record Date.

1.5 CLOSING DATE OF THE ENTITLEMENTS ISSUE

The closing date and time for acceptance of the Offer is 5.00pm Western Standard Time on 3 December 2008. Frontier reserves the right to extend the closing date of the Entitlements Issue. Notice of intention to extend the period of the Offer must be given at least 6 business days prior to the closing date.

1.6 QUOTATION OF NEW SHARES AND NEW OPTIONS

Application has been made to ASX for the New Shares and the New Options issued pursuant to this prospectus to be granted official quotation by ASX.

If ASX does not grant permission for the official quotation of the New Shares and the New Options within 3 months after the date of issue of this prospectus, none of the New Shares and New Options offered by this prospectus will be allotted or issued. If no allotment or issue is made, all money paid on application for the New Shares and New Options will be refunded without interest within a reasonable time.

1.7 NO MINIMUM SUBSCRIPTION

There is no minimum amount which must be raised under the Issue.

1.8 SUBSCRIPTION MONEY

Application money will be held in a subscription account until allotment. This account will be established and kept by Frontier in trust for the applicants. Any interest earned on the application money will be for the benefit of Frontier and will be retained by Frontier irrespective of whether allotment takes place.

1.9 TREATMENT OF OVERSEAS APPLICANTS

This prospectus does not constitute an offer in any place where, or to any person to whom, it would be unlawful to make such an offer.

If it would be illegal to make the Offer to any Shareholder in a jurisdiction outside Australia or New Zealand, this prospectus does not constitute an offer to that Shareholder.

Shareholders who hold Shares on behalf of persons resident outside Australia or New Zealand are responsible for ensuring that taking up Entitlements does not breach applicable laws in the relevant jurisdiction.

1.10 TAXATION CONSIDERATIONS

Shareholders should consult their own professional tax adviser in relation to the taxation implications of subscribing for New Shares and New Options under this prospectus.

1.11 SHORTFALL

The Directors reserve the right to issue any Shortfall in this issue at their discretion within three months after the closing date provided that the issue price is not less than that at which the securities were offered under this prospectus.

2. PURPOSE AND EFFECT OF ISSUE

2.1 PURPOSE OF THE ISSUE

2.1.1 Use of Funds

Frontier is undertaking an Entitlements Issue to raise funds to:

initiate feasibility studies on the Narrawa and Stormont Deposits that are located in northern Tasmania;
continue exploration activities in both PNG and Tasmania;
continue legal action in the PNG courts regarding the refusal to renew the Exploration Licence for the Kodu Deposit despite commitments being exceeded; and
complete construction of 3 new diamond drilling rigs (frame construction has already commenced) for Frontier’s own use, hire or sale.

Frontier’s immediate short term goal is the completion of pre-feasibility studies assessing the possible development opportunities for the Narrawa Deposit and Stormont Deposit (either separately or together). The Narrawa Deposit studies are scheduled for completion in December 2008, shortly after the closure of this Entitlements Issue.

Subsequent to this Entitlements Issue, Frontier’s intent is to undertake feasibility studies on the Narrawa and Stormont Deposits and also to expand the size/tonnage of the Deposits through continued exploration/drilling seeking to extend the possible mine life.

Trenching is also planned for the recently granted and very high gold grade Bulago Project in PNG. Historic trench results include 0.85m of 754g/t gold, 2m of 188g/t gold, 15m of 57.4g/t gold and 6m of 72.2g/t gold.

Frontier’s other remaining projects and tenements will also be advanced by cost effective exploration or by entering into joint venture agreements if appropriate and advantageous to Frontier.

The Board has developed an exploration budget up to 31 December 2009 that will involve an application of funds as follows:

	Period to 31.12.2009
Feasibility Studies at the Narrawa + Stormont Deposits	$650,000
Exploration on PNG Projects	$400,000
Exploration on Tasmanian Projects	$200,000
Drill Rig Construction	$250,000
Working Capital	$200,000
Total	$1,700,000

2.1.2 Funding Shortfall

If the full subscription to this Entitlements Issue is not received, it is proposed that Frontier will focus on the Narrawa /Stormont if necessary, will reduce the budgeted expenditure provided above in respect of each project proportionately having regard to the amount received.

The budget estimates provided in the above table are estimates only and consequently may change. This will depend on exploration results. If exploration results suggest a greater expenditure is warranted on one particular project, exploration expenditures may be reduced on one or more other projects or further funds may be raised by additional equity raisings or from joint venture partners.

2.1.3 Future of Frontier

It is essential for Frontier to raise funds in order to be able to continue exploration on its tenements.

The future of Frontier will depend on its exploration success and its ability to effectively exploit discoveries either by development or sale.

While Frontier believes its existing projects have excellent potential to deliver returns to Shareholders, there are inherent risks associated with exploration companies and section 6.0 General Risk Factors lists some of them.

2.2 CAPITAL STRUCTURE

2.2.1 Existing Share Capital and Options Outstanding

No. of Shares/Options Existing Shares............................................................................ 145,759,293 Existing Unlisted Options ................................................................. 9,660,000

The number of New Shares and New Options which may be issued as a result of this prospectus is:

up to a maximum of 48,586,431 New Shares.
up to a maximum of 48,586,431 New Options exercisable at 4.5 cents on or before 3 December 2010.

2.2.2 New Shares and New Options

The number of New Shares and New Options that Frontier issues as a result of the Offer will depend on the exercise of any existing options prior to the Record Date, the number of acceptances and the effects of rounding.

2.2.3 Expected Share Capital

If this Issue is fully subscribed, upon completion Frontier will have on issue:

approximately 194,345,724 Shares;
approximately 48,586,431 options exercisable at 4.5 cents on or before 3 December
2010; and
9,660,000 Unlisted Options

This assumes that no existing Options (refer Section 2.2.1) are exercised prior to the completion of this Issue.

2.2.4 Exercise of Options

If an existing Optionholder decides to exercise Options currently on issue the number of Shares on issue on completion of the Issue under this prospectus will be greater than the numbers given above, and the number of Options on issue will be reduced accordingly.

3. ACTION REQUIRED BY SHAREHOLDERS

3.1 PAYMENT FOR NEW SHARES

Payments for the New Shares and New Options are to be made in Australian currency either:

(a) by BPAY if you have an account with an Australian financial institution; OR
(b) by cheque or bank draft drawn and payable at any Australian bank, made payable to "FRONTIER RESOURCES LTD" and crossed "Not Negotiable".

Shareholders are asked not to forward cash. Receipts for payments will not be issued.

3.2 IF YOU WISH TO APPLY FOR MORE THAN YOUR ENTITLEMENT

(a) Use the BPAY facility as outlined in the accompanying Entitlement and Acceptance Form. There is no need to complete and return the form if using BPAY. Payments must be received by the Share Registry by no later than 5.00pm Western Standard Time on 3 December 2008; OR
(b) Pay by cheque and complete the accompanying Entitlement and Acceptance Form by:
inserting the number of additional New Shares you wish to apply for;
calculate the total value of your entitlement and additional New Shares (accompanied by one free New Option for every New Share purchased) at 3.5 cents per New Share. An amount payable guide is included on page 26 as an example; and
Complete the remainder of the form, enclose a cheque for the total amount payable and return in the envelope enclosed with this prospectus to reach the Share Registry at the address shown on the form, by no later than 5.00pm Western Standard Time on 3 December 2008.

3.3 IF YOU WISH TO TAKE UP YOUR ENTITLEMENT IN FULL

Pay using the BPAY facility (see 3.2(a)) or complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form. Forward your completed form together with payment for the amount shown on the form, in the envelope enclosed with this prospectus to reach the Share Registry at the address shown on the form, by no later than 5.00pm Western Standard Time on 3 December 2008.

3.4 IF YOU WISH TO TAKE UP PART ONLY OF YOUR ENTITLEMENT

Pay using the BPAY facility (see 3.2(a)) or complete the accompanying Entitlement and Acceptance Form by inserting the total number of New Shares for which you wish to accept the Offer under this prospectus and forward the completed form together with your payment at 3.5 cents per share (which includes one free New Option for every New Share purchased) in the envelope enclosed with this prospectus to reach the Share Registry at the address shown on the form, by no later than 5.00pm Western Standard Time on 3 December 2008.

3.5 IF YOU DO NOT WISH TO TAKE UP ANY PART OF YOUR ENTITLEMENT

You are not required to take any action. Your entitlement to subscribe for New Shares and New Options will lapse if you take no action.

IF YOU ARE IN ANY DOUBT AS TO HOW TO COMPLETE OR DEAL WITH THE ENTITLEMENT AND ACCEPTANCE FORM, YOU SHOULD CONTACT YOUR STOCKBROKER OR YOUR LICENSED FINANCIAL ADVISER FOR ASSISTANCE.

3.6 ENTITLEMENTS NOT TAKEN UP

The entitlements to the New Shares and New Options are non renounceable. Accordingly there will be no trading of Entitlements on ASX. If you do not take up your Entitlement the Offer to you will lapse.

4. INFORMATION ON THE NEW SHARES AND NEW OPTIONS

4.1 NEW SHARES

Application has been made for the New Shares and New Options to be granted Official Quotation by ASX.

The New Shares to be issued pursuant to this prospectus are fully paid ordinary Shares and after their allotment will rank equally in all respects with Frontier’s ordinary Shares.

New Shares will entitle the holder to participate in dividends on the same basis as the holders of existing fully paid Shares.

The rights and liabilities attached to New Shares offered by this prospectus arise from a combination of:

Frontier’s constitution; and
in certain circumstances, the Corporations Act, ASX Listing Rules, SCH Business Rules and the general law.

Shareholders may inspect a copy of Frontier’s constitution at Frontier’s registered office during normal business hours.

A summary of the significant rights attaching to New Shares is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities attaching to New Shares.

Voting

At a general meeting, on a show of hands, every person present who is either a member, a proxy, an attorney or a representative of a Shareholder has one vote. At the taking of a poll, every Shareholder present in person or by proxy, attorney or representative has one vote for each fully paid Share held.

Dividends

The profits of Frontier which the Directors may, from time to time, determine to distribute by way of dividend shall be applied in payment of dividends on the Shares in proportion to the amount paid or credited as paid in respect of each Shareholder’s Shares. No dividends are payable except out of the profits of Frontier and a declaration by the Directors as to the amounts of profits available for dividend is conclusive evidence of the amount so available. The Directors may carry forward any profits of Frontier or carry profits to any appropriate reserve as they think proper, before declaring any dividends. The time for payment of a dividend is determined by the Directors.

Winding Up

Shareholders shall, upon Frontier being wound up, participate in any distribution of excess capital or assets of Frontier remaining after the liabilities of Frontier have been paid, in proportion to the amount paid or credited as paid in respect of each Shareholder’s Shares.

Meetings and Notices

Each Shareholder is entitled to receive:

notice of and attend general meetings of Frontier; and
all notices, accounts and other documents Frontier is required to send Shareholders by Frontier’s Constitution, the Corporations Act or the ASX Listing Rules.

Transfer of Shares

A Shareholder may transfer Shares:

by a market transfer according to any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of facilitating the transfer of Shares;
by an instrument in writing in a form approved by ASX; or
in any other usual form or in a form approved by the Directors.

The Directors may refuse to register a transfer of Shares where:

(a) such refusal is permitted by the Listing Rules or registration would result in a contravention of or failure to observe the provisions of the Listing Rules or the Corporations Act or any other law of the Commonwealth or any State or Territory of the Commonwealth;
(b) Frontier has a lien on the Shares the subject of the transfer;
(c) the transfer is in respect of a partly paid Share in respect of which a call has been made and is unpaid;
(d) the transfer would at the date of acquisition result in a new holding of less than a Marketable Parcel; and
(e) more than 3 persons are to be registered as joint holders except in the case of executors or trustees of a deceased Shareholder.

Where the Directors refuse to register a transfer of Shares, Frontier will give written notice of the refusal and the precise reasons for the refusal to the transferee within 5 Business Days after the date on which the transfer was lodged with Frontier.

Issue of Further Shares

The Directors may, subject to Frontier’s Constitution, the Corporations Act and the ASX Listing Rules, issue and allot New Shares on terms and conditions they think fit.

Variation of Class Entitlements

Subject to the Corporations Act and the terms of issue of Shares in a particular class, Frontier may vary or cancel rights attached to Shares in that class or convert Shares from one class to another:

with the written consent of Shareholders who are entitled to at least 75% of the votes that may be cast in respect of the Shares in that class; or
with the sanction of a special resolution passed by a meeting of the Shareholders holding Shares in that class.

Alteration of Frontier’s Constitution

The constitution can only be amended by a special resolution passed by at least threequarters of Shareholders present and voting at a general meeting.

4.2 NEW OPTIONS

The terms and conditions attaching to the New Options are set out below:

4.2.1 Each New Option entitles the holder to subscribe for one Share at an exercise price of 4.5 cents per Share.
4.2.2 The New Options are exercisable at any time on or before 5.00pm Western Standard Time 3 December 2010 ("Expiry Date"). Options may only be exercised in multiples of 1,000. Any New Options not exercised by the Expiry Date shall lapse.
4.2.3 New Options may not be exercised if the effect of such exercise and subsequent allotment of Shares would be to create a holding of less than a marketable parcel of Shares unless the allottee is already a Shareholder of Frontier at the time of exercise.
4.2.4 Exercise of the New Options is effected by completing a notice of exercise of option and delivering it to the registered office of Frontier together with payment of 4.5 cents per New Option exercised (the "exercise price").
4.2.5 The New Options issued pursuant to this prospectus will be transferable and application has been made for their Official Quotation on ASX.
4.2.6 All Shares issued upon exercise of the New Options and payment of the exercise price will rank equally in all respects with Frontier’s then existing Shares. Frontier will apply for Official Quotation by ASX of all Shares issued upon exercise of the New Options within three days of the issue of the Shares.
4.2.7 A certificate will not be issued for the New Options and an uncertificated holding statement will be provided.
4.2.8 There are no participating rights or entitlements inherent in the New Options and holders will not be entitled to participate in new Entitlements Issues of capital offered to Shareholders during the currency of the Options. However, Frontier will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the Issue is announced. This will give the holders of New Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
4.2.9 In the event of any reconstruction, including a consolidation, subdivision, reduction or return of the issued capital of Frontier prior to the Expiry Date, the number of New Options to which each holder is entitled or the exercise price of the New Options or both will be reconstructed as appropriate in a manner which is in accordance with the Listing Rules and will not result in any benefits being conferred on Optionholders which are not conferred on Shareholders, subject to such provisions with respect to the rounding of entitlements as may be sanctioned by the meeting of Shareholders approving the reconstruction of capital, but in all other respects the terms of exercise of the New Options will remain unchanged. The rights of an Optionholder may be changed to comply with the Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

4.2.10 Shares allotted and issued pursuant to the exercise of a New Option will be allotted and issued not more than 14 days after the receipt of a proper notice and payment of the exercise price in respect of the New Option exercised.

5. INFORMATION ON FRONTIER RESOURCES LTD

5.1 COMPANY REPORTING

Frontier is a disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations pursuant to ASX Listing Rules and the Corporations Act. The ASX Listing Rules require Frontier to immediately notify the ASX (subject to limited exceptions), of information concerning Frontier that Frontier is or becomes aware of, that a reasonable person would expect to have a material effect on the price or value of Frontier’s Shares.

Copies of documents lodged in relation to Frontier with ASIC may be obtained from or inspected at an office of ASIC.

Frontier will provide a copy of the following documents, free of charge, to any person who requests such a document on or before the Closing Date:-

the financial report of Frontier relating to the year ended 30 June 2008, being the most recently lodged financial report before the date of this prospectus; and
any continuous disclosure notices given by Frontier to ASX after the lodgement of the financial report of Frontier for the half year ended 30 June 2008 and before the date of this prospectus. The following is a list of those continuous disclosure notices:

Alternatively, these documents may be viewed at FRONTIER’s website at www.frontierresources.com.au .

Document Date	Headline
27/10/2008	Narrawa Conceptual Mining Study
27/10/2008	Director Resigns
24/10/2008	Legal Proceedings Update
20/10/2008	Legal Proceedings Update - Amended
20/10/2008	Legal Proceedings Update
17/10/2008	Esis Copper Deposit Summary
14/10/2008	Legal Proceedings Update - Kodu
14/10/2008	Notice of Annual General Meeting/ProxyForm
14/10/2008	Initial Jimi EL Exploration Program Completed
02/10/2008	Stormont Deposit Summary
01/10/2008	Gold ContinuityConfirmed at Narrawa
01/10/2008	Annual Report to shareholders
26/09/2008	HearingDate Set for Application of Leave Re Kodu
22/09/2008	Komsen Gold Zone Increased byDrilling
05/09/2008	Inferred Resource - Narrawa Project Tasmania
02/09/2008	Portfolio SignificantlyEnhanced with Grant of 2 ELs in PNG
19/08/2008	Narrawa Deposit Review
31/07/2008	QuarterlyActivityand Cash Flow
21/07/2008	Corporate Direction and Portfolio Update - Amended
18/07/2008	Corporate Direction and Portfolio Update
11/07/2008	Wart Hill DrillingAssayResults - SMRV Project Tasmania
10/07/2008	Legal Proceedings Commenced

5.2 TRANSACTION SPECIFIC PROSPECTUS

This prospectus is issued in reliance on section 713 of the Corporations Act. Section 713 of the Corporations Act enables a company to issue a transaction specific prospectus if the prospectus is for an offer of securities of a class of securities that have been continuously quoted on ASX for at least 12 months before the date of issue of the prospectus. The New Shares offered under this prospectus are of a class of securities that are continuously quoted securities.

5.3 SHARE PRICE INFORMATION

On 27 October 2008, the last trading day prior to lodgement of this prospectus, the closing price of Frontier Shares was $0.040.

An overview of the closing price of Shares on ASX over the one month and three month periods before the date of this prospectus is set out in the table below.

	Low	High
1 Month	$0.025	$0.045
3 Month	$0.025	$0.050

6. GENERAL RISK FACTORS

Investors should be aware that there are risks associated with investment in Frontier.

Investors should consider the New Shares and New Options offered under this prospectus as speculative as a result of the inherent risks associated with minerals exploration, appraisal, development and production.

The Directors identify in this section the critical risks that the Directors consider are relevant to investing in New Shares and New Options. These risks are not necessarily exhaustive and should be treated as a general guide only. Prospective investors should read this prospectus in full and seek professional independent advice from an Australian financial services licensee in light of particular needs, objectives, financial circumstances and investment preferences.

Prospectus investors may be able to manage the impact of risk by obtaining independent professional advice tailored to their own investment objectives, financial situation and particular needs.

6.1 MARKET CONDITIONS

The Shares of Frontier are listed on ASX and are subject to all the normal risks and benefits associated with ownership of an interest in a publicly traded company. As such, they are influenced by the broader domestic and global economic market trends dominating the Australian share market, and can be subject to share price movement which is completely independent of developments within Frontier.

6.2 PRECIOUS METAL PRICES

The performance of the share price of Frontier can be influenced by fluctuations in international precious metal prices. The determinants of these prices are associated with global economic conditions and it is not possible to accurately assess which conditions will prevail in the future.

6.3 EXCHANGE RATES

Gold, copper and other metals are traded on world markets in US dollars whereas the income and expenditure of Frontier are, and will be taken into account in, Australian currency. Consequently, the potential income stream of Frontier will be exposed to fluctuations in currency exchange rates and will have an impact on the financial performance of Frontier.

6.4 FURTHER EQUITY AND DEBT FUNDING

Frontier’s ability to exploit its exploration and mining licences and meet operating costs depends on Frontier’s ability to raise funds sought under the Issue as well as additional equity or debt funding when required. Frontier may also seek to raise debt funding in the future or enter into joint ventures. There is no guarantee that Frontier will be able to raise this equity or debt funding or enter into joint ventures. If Frontier is unable to raise equity or debt funding or enter into joint ventures on suitable terms this may have an adverse effect on Frontier’s ability to achieve its objectives. Any additional equity financing may be dilutive to shareholders and any debt financing if available may involve restrictive covenants, which could limit Frontier’s operations and business strategy.

6.5 EXPLORATION AND DEVELOPMENT SUCCESS

Exploration activity is inherently risky and uncertain. There is no certainty that the exploration program that Frontier intends to undertake using funds raised under this prospectus will result in identifying any mineral resource or that any resource that Frontier may find will be capable of being economically mined.

Exploration and appraisal of exploration results is a process subject to unforeseen contingencies. Exploration programs must be flexible enough to respond to the results obtained. The actual scope, costs and timetables of exploration programs may differ substantially from the proposals set out in this prospectus.

The success of Frontier is directly linked to the level of success it is able to achieve in the exploration and development of its prospects. Sustained failure of Frontier to locate and develop commercial deposits of gold, copper, or other metals, would endanger the longterm commercial viability of Frontier.

6.6 ENVIRONMENTAL

The mining industry is likely to become the object of increasing scrutiny with regard to its observance of environmental issues. Frontier is particularly aware of this risk but is not aware of any significant material exposure in this regard. Frontier’s policy is to conduct its operations in accordance with all applicable laws.

Frontier’s exploration programs may be subject to approval by relevant regulatory authorities in accordance with Australian State and Federal laws and regulations. The operations and activities of Frontier are environmentally sensitive and cannot be carried out without prior approval from, and compliance with, all relevant environmental authorities.

Development of any mineral resources discovered from the exploration programs will be dependent on the project meeting environmental guidelines and obtaining approval from relevant regulatory authorities.

Whilst Frontier intends to conduct all its activities in a manner that is environmentally responsible and in accordance with all relevant laws, there are certain risks inherent in Frontier’s activities which could subject Frontier to environmental liabilities.

6.7 REGULATION

Frontier’s activities in the mining industry are subject to regulations and approvals including exploration licences, mining leases and environmental regulations and approvals. Approvals, including renewals of exploration licences and mining leases are often discretionary and can include restrictive conditions. There is no guarantee that if Frontier identifies mineral resources from its exploration activities that it will be able to secure any necessary approvals to extract the minerals or to secure these approvals on economically viable terms.

6.8 NATIVE TITLE

The Native Title Act 1993 (Cth) (NTA) and its interaction with the common law is complex. Much of the law remains uncertain and subject to litigation in the Federal and High Courts of Australia.

Native Title may exist, and should generally be presumed to exist over Crown land which is not (yet) the subject of a Native Title claim and should generally be presumed to exist over Crown land where extinguishment of Native Title cannot be demonstrated. The NTA only applies where Native Title rights and interests have not previously been completely extinguished by grant of inconsistent non-Native Title rights or interests over the same

land or waters.

In relation to the grant of mining tenements (e.g. some prospecting permits, exploration permits and mining leases) over land where Native Title may not have been completely extinguished, the NTA prescribes the 'Right to Negotiate' procedure (RTN) which must be complied with in order that the grant is valid with respect to Native Title. The RTN is a substantial procedural right that is afforded to registered Native Title holders and claimants, the compliance with which may be significantly onerous for the applicant of the mining tenement. However, any renewal of a granted mining tenement is not required to comply with the RTN so long as the renewal does not confer any greater rights than the original tenement and the area of the renewed tenement is not extended.

There is a small risk that the tenements held by Frontier, or other tenements in which Frontier may acquire an interest in the future, may include areas over which legitimate common law native title rights exist. If a native title application is made in respect of an area within Frontier’s tenements, this may impact Frontier’s ability to access the tenements and may subject Frontier to negotiations and compensation obligations.

6.10 JOINT VENTURE PARTNERS

Frontier may become party to joint venture agreements in which it may potentially hold minority interests and in which it may be voted into programs and budgets which could cause Frontier to expend working capital in a manner that may not reflect the priorities of Frontier’s Board. Frontier, in some cases, may not be the manager of the joint venture.

Additionally, Frontier is involved in the speculative aspects of the metals exploration and production business. It is subject therefore to risks outside of its control which will relate to a variety of factors. Frontier may have little control over the financial performance of its joint ventures.

6.11 SOVEREIGN RISK

Frontier has interests in Papua New Guinea and Australia, both of which have experienced some economic uncertainty and some political unrest. There can be no assurance that the political and economic conditions in Papua New Guinea and Australia will continue as they are at the present time. It is possible that changes in Frontier’s exploration and mining permits, changes in taxation rates and concessions and changes in the ability of Frontier to enforce its legal rights might occur. Changes in political or economic conditions in Papua New Guinea and Australia may therefore have an adverse effect on Frontier’s business and the results of its operations

The above list of risk factors is not exhaustive of risks faced by Frontier. Those risk factors, and others not specifically referred to above, may in the future materially affect the financial performance of Frontier and the value of the Shares.

7. FINANCIAL INFORMATION

7.1 EFFECT OF THE ISSUE ON THE COMPANY

The principal effects of the Issue, if fully subscribed, will be to:

increase cash reserves by up to approximately $1.73 million after costs to enable Frontier to pursue its objectives as set out in Section 2.1.1.
increase the number of issued Shares by a maximum of 48,586,431 to 194,345,724.
increase the number of issued Options by a maximum of 48,586,431 to 48,586,431.

The increase in the cash reserves of Frontier as a result of the Entitlements Issue should, if the Entitlements Issue is fully subscribed, provide Frontier with sufficient working capital to meet its immediate objectives as outlined in Section 2.1.1.

7.2 FINANCIAL STATEMENTS

Set out below is the Consolidated Statement of Financial Position of Frontier as extracted from the Financial Report for the half year ended 30 June 2008. Reference should be made to that Report (see Section 5.1) for the notes to the Financial Statements. The Financial Report was audited by BDO Kendalls.

Set out below is also a pro forma Statement of Financial Position of Frontier as at 30 June 2008 assuming the Issue was fully subscribed and that no Options were exercised.

FRONTIER RESOURCES LTD & ITS CONTROLLED ENTITIES PRO-FORMA BALANCE SHEETS AS AT 30 June 2008

ASSETS CURRENTASSETS CASH AND CASH EQUIVALENTS INVENTORY/WORK IN PROGRESS TRADE AND OTHER RECEIVABLES TOTALCURRENTASSETS NON-CURRENTASSETS TRADE AND OTHER RECEIVABLES OTHER FINANCIAL ASSETS PROPERTY,PLANT AND EQUIPMENT MINERAL EXPLORATION AND EVALUATION EXPENDITURE TOTALNON-CURRENTASSETS TOTALASSETS LIABILITIES CURRENTLIABILITIES TRADE AND OTHER PAYABLES TOTALCURRENTLIABILITIES NON-CURRENTLIABILITIES PROVISIONS TOTALNON-CURRENTLIABILITIES TOTALLIABILITIES NETASSETS EQUITY CONTRIBUTED EQUITY RESERVES ACCUMULATED LOSSES TOTALEQUITY	CONSOLIDATED ACTUAL 30 June 08 $ PRO-FORMA If fully subscribed 30 June 08 $
	585,102 2,226,627 51,655 51,655 22,338 22,338
	659,095 2,300,620
	84,005 84,005 - - 1,302,950 1,302,950 2,176,872 2,176,872
	3,563,827 3,563,827

	4,222,922 5,864,447
	321,245 321,245
	321,245 321,245
	41,670 45,670
	41,670 41,670

	362,915 362,915

	3,860,007 5,501,532
	15,750,208 17,391,733 281,400 281,400 (12,171,601) (12,171,601)
	3,860,007 5,501,532

(For full financial statements refer to the Financial Report for the half year ended 30 June 2008 - available as set out in Section 5.1)

8. ADDITIONAL INFORMATION

8.1 CHESS

The New Shares and New Options will participate from the date of commencement of quotation in the Clearing House Electronic Subregister System (‘CHESS’), operated by ASX Settlement and Transfer Corporation Pty Limited. They may be held in uncertificated form (i.e. no share certificate will be issued) on the CHESS subregister under sponsorship of a broker or on the issuer-sponsored subregister.

The shares and options issued pursuant to this prospectus will be included in the Share Reference Number / Holder Identification Number shown at the top of your Entitlement and Acceptance Form.

8.2 INTERESTS OF DIRECTORS AND PROMOTERS

Except as set out in this prospectus no:

Director or proposed Director; or
promoter of Frontier

holds or held at any time in the last two years any interest in:

the formation or promotion of Frontier;
property acquired or proposed to be acquired by Frontier in connection with its formation or promotion of the Offer; or
the Offer.

The table below shows the relevant interests of each Director in securities of Frontier as at the date of this prospectus:

				Number of
		Number of Shares	Number of Listed	Options
	Director	in which a	Options	Exercisable at
		Relevant Interest	Exercisable by	20c by
		is held	30.10.2008	30.11.2010
				(non-
				transferable)
P.A. McNeil		9,189,047	-	800,000
R.D. McNeil		4,564,554	-	800,000
G.Fish		25,071	-	800,000
W.Staude		100,000	-	800,000
D.Swain		-	-	-

Directors and their associates who hold Shares at the Record Date will be eligible to participate in the Issue.

8.3 PAYMENTS OR BENEFITS TO DIRECTORS AND PROMOTERS

Except as set out in this prospectus, no one has paid or agreed to pay any amount or provided or agreed to provide any benefit to:

any Director or proposed Director to induce them to become or to qualify as a Director; or
a Director or proposed Director or promoter, for services provided by that person in connection with:
the formation or promotion of Frontier; or
the Offer.

The remuneration paid or payable to Directors for the years ended 30 June 2007 and 30 June 2008 is set out below.

		Short-term employee benefits	Short-term employee benefits	Post-employment benefits	Post-employment benefits	Post-employment benefits	Share- based payment
Name	Year	Cash salary and fees $	Cash Bonus $	Non- Monetary benefits $	Super- annuation $	Retirement benefits $	Options $	Total $
Directors P.A. McNeil**	2008 2007	242,060 228,631	- -	- -	- -	- -	58,720 -	300,780 228,631
R.D. McNeil	2008 2007	36,250 15,000	- -	- -	5,400 1,350	- -	58,720 -	100,370 16,350
G.Fish	2008 2007	50,742 30,000	- -	- -	6,702 2,700	- -	58,720 -	116,163 32,700
W.Staude	2008 2007	22,083 26,000	- -	- -	3,225 1,350	- -	58,720 -	84,028 27,350
D.Swain	2008	10,000			900			10,900 -
	2007	-	-	-		-	-

IT IS NOTED THAT P.A. MCNEIL’S LISTED REMUNERATION IS FOR 266 DAYS WORKED (RELATIVE TO A NORMAL STANDARD SALARY OF ABOUT 225 DAYS PER ANNUM). THIS REPRESENTS ABOUT ¼ EXTRA TIME WORKED OVER A NORMAL SALARIED ROLE. P.A. MCNEIL’S CONSULTING RATE IS BASED ON A DAILY CHARGE RATE EQUIVALENT TO A SALARY OF $178,500 PLUS ALL STATUTORY COSTS

ALSO NOTE THAT THE ‘SHARE BASED PAYMENT’ IS A REQUIRED AND UNREALISTIC (AT THE DATE OF WRITING) ESTIMATION OF THE VALUE OF DIRECTORS OPTIONS ISSUED, EVEN THOUGH THE EXERCISE PRICE IS $0.20.

8.4 INTERESTS OF, AND PAYMENT OR BENEFITS TO ADVISERS AND EXPERTS

Except as set out in this prospectus, no person named in this prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this prospectus holds or has at any time during the last two years held, any interest in:

the formation or promotion of Frontier;
property acquired or proposed to be acquired by Frontier in connection with its formation or promotion or in connection with the Offer; or
the Offer.

Except as set out in this prospectus, no person has paid or agreed to pay any amount or provided or agreed to provide any benefit to a person named in this prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this prospectus for services provided by such person in connection with:

the formation or promotion of Frontier; or
the Offer.

Hynes Lawyers

Hynes Lawyers will receive approximately $12,500 (excluding GST and disbursements) from Frontier for the provision of legal services to Frontier in relation to the Issue.

Registries Limited

Registries Limited will receive approximately $10,000 (excluding GST and disbursements) from Frontier for the provision of Share Registry services to Frontier in relation to the Issue.

8.5 COSTS OF THE ENTITLEMENTS ISSUE

The total costs of the Entitlements Issue payable by Frontier are estimated at approximately $59,000. These expenses include ASIC application fees, ASX listing fees, share registry fees, legal fees, printing and distribution.

8.6 CONSENTS

Hynes Lawyers has given and has not withdrawn their consent to be named as Frontier’s solicitors in the form and context in which they are named.

BDO Kendalls has given, and at the time of lodgement of this prospectus has not withdrawn, its consent to be named in this prospectus as Auditor in the form and context in which it has been named.

BDO Kendalls has made no statement, included in this prospectus or on which a statement made in the prospectus is based.

The Directors have given their consent to the lodgement of this prospectus with ASIC and have not withdrawn their consent prior to lodgement.

8.7 LIABILITY OF PERSONS NAMED IN THIS PROSPECTUS

For the purposes of the Corporations Act, and notwithstanding that reference may be made to the parties listed below elsewhere in this prospectus:

(a) Hynes Lawyers has not authorised or caused the issue of any part of this prospectus.
(b) BDO Kendalls has not authorised or caused the issue of any part of this prospectus.

8.8 INTEREST ON APPLICATION MONEY

Frontier will be entitled to all interest paid or accrued on application money held in trust by Frontier from the date of receipt of the application monies to the date of the allotment of the New Shares to which the application money relates.

8.9 BROKERS HANDLING FEE

There are no brokers to the Entitlement Issue but a handling fee of 5% of the price of Shares issued will be paid to members of ASX and to other agents approved by the Directors in respect of New Shares and New Options issued pursuant to applications lodged by them.

8.10 ELECTRONIC PROSPECTUS

An electronic version of this prospectus is available from Frontier at the internet address www.frontierresources.com.au. The Entitlement and Acceptance Form included with the prospectus contains a declaration that the investor has personally received the complete and unaltered prospectus prior to completing the Entitlement and Acceptance Form.

Frontier will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the investor has not received a complete paper copy or electronic copy of the prospectus or if it has reason to believe that the Entitlement and Acceptance Form or electronic copy of the prospectus has been altered or tampered with in any way.

Frontier has taken reasonable steps to ensure that the electronic version of the prospectus will not be tampered with or altered in any way and believes it to be extremely unlikely that this will occur during the period of the Issue, however, Frontier cannot give any absolute assurance that this will not occur. Any investor in doubt concerning the validity or integrity of an electronic copy of the prospectus ought to immediately request a paper copy of the prospectus directly from Frontier or a financial adviser.

8.11 ISSUE OF PROSPECTUS

Dated: 28 October 2008

==> picture [96 x 28] intentionally omitted <==

Peter McNeil, M.Sc. Managing Director

This prospectus is issued by Frontier and each Director has consented in writing to the issue of the prospectus.

9. CORPORATE DIRECTORY

DIRECTORS

Robert McNeil Peter McNeil Warren Staude Graham Fish H. David Swain

COMPANY SECRETARY

Jay Stephenson

REGISTERED OFFICE

6 / 35 York St North Perth WA 6006 AUSTRALIA

Telephone: (08) 6468 0388 Facsimile: (08) 9228 0704 Email: [email protected] Website: www.frontierresources.com.au

POSTAL ADDRESS

P.O. Box 35 North Perth WA 6906 AUSTRALIA

SUBSIDIARY COMPANIES

Frontier Copper PNG Ltd (Incorporated in Papua New Guinea) 100% Frontier Gold PNG Ltd (Incorporated in Papua New Guinea) 100%

ASSOCIATED COMPANIES

AUDITORS

BDO Kendalls (WA) 128 Hay Street Subiaco WA 6008 AUSTRALIA

SHARE REGISTRY

Registries Limited Level 7 207 Kent Street Sydney NSW 2000 AUSTRALIA

SOLICITORS

Hynes Lawyers Level 6 50 Appel Street Surfers Paradise QLD 4217 AUSTRALIA

10. GLOSSARY

In this prospectus the following words have these meaning unless the context otherwise requires:

"ASIC" means Australian Securities & Investments Commission;

"ASX" means ASX Limited;

"Company" means FRONTIER RESOURCES LTD (ABN 53 056 776 160);

"Corporations Act" means the Corporations Act 2001 (Cth);

"Directors" means the directors of FRONTIER RESOURCES LTD;

"Entitlement" or "entitlement" means the entitlement of a Shareholder to subscribe for New Shares pursuant to the Entitlements Issue;

"Entitlement and Acceptance Form" means the entitlement and acceptance form accompanying this prospectus;

"Entitlements Issue" means the pro rata offer of New Shares to Shareholders, as described in this prospectus;

"Issue" means the issue of New Shares pursuant to this prospectus;

"JORC" means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves: contained in Appendix 5 of ASX Listing Rules and mandatorily applicable to reporting of hard rock reporting of resources and reserves on ASX.

"Listing Rules" means the official listing rules of ASX;

"FRONTIER" means FRONTIER RESOURCES LTD (ABN 53 056 776 160);

"Marketable Parcel" has the meaning given in the ASX Listing Rules;

"New Options" means an option to subscribe for a Share exercisable at an exercise price of 8 cents per Share offered pursuant to this prospectus;

"New Shares" means the Shares offered pursuant to this prospectus;

"Offer" means the offer contained in this prospectus;

"Options" means options to subscribe for Shares;

"Optionholders" means the holders of Options;

"oz" means ounce/s;

"Shares" means fully paid ordinary shares in the capital of FRONTIER RESOURCES LTD;

"Record Date" means 3 December 2008 (subject to change by the Company);

"Shareholders" means the holders of Shares;

"Shortfall" means the quantity of Entitlements under this Offer that Shareholders do not accept.

11. AMOUNT PAYABLE GUIDE

		New Shares at
		3.5 cents each	Total for
Number of New	Number of New	payable in full	New Shares
Shares	Options	upon application	and New Options
10,000	10,000	$350	$350
20,000	20,000	$700	$700
40,000	40,000	$1,400	$1,400
60,000	60,000	$2,100	$2,100
80,000	80,000	$2,800	$2,800
100,000	100,000	$3,500	$3,500
150,000	150,000	$5,250	$5,250
200,000	200,000	$7,000	$7,000
300,000	300,000	$10,500	$10,500
500,000	500,000	$17,500	$17,500
1,000,000	1,000,000	$35,000	$35,000
5,000,000	5,000,000	$175,000	$175,000