PACIFIC RESOURCES LIMITED — Capital/Financing Update 2006

Jun 15, 2006

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

LODESTONE EXPLORATION LIMITED

${\bf ABN}$

20 075 877 075

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

	+ Class of + securities issued or to be Ordinary Fully Paid Shares issued	Options - (Type 6) Listed
2	Number of + securities issued or to be issued (if known) or maximum number which may be issued	Approximately 61,892,953 Ordinary Fully Paid Shares Approximately $30,946,476$ Options - (Type 6) Listed
3	Principal terms of the 'securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Options are exercisable at 5 cents each from date of issue and expire 2 years after date of issue.

⁺ See chapter 19 for defined terms.

4	Do the 'securities rank equally in all respects from the date of allotment with an existing 'class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do ٠ the extent to which they $\bullet$ participate for the next dividend, the case of (in- a trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Fully paid shares will rank pari passu with existing ordinary shares. Shares issued when options exercised will rank equally with existing ordinary shares.
5.	Issue price or consideration	Fully paid ordinary shares $-3.8$ cents
		Options - $(Type 6)$ – free
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued pursuant to a Renounceable rights issue.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	Anticipated to be 21 July 2006
		Number	*Class
8	Number and + class of all quoted *securities $_{\rm ASX}$ on (including the securities in clause 2 if applicable)	Approximately 108,312,668 Approximately 30,946,476	LOD FPO Options (Type 6)

$+$ See chapter 19 for defined terms.

	Number	+ Class
Number and + class of all *securities not quoted on ASX 501,000 (including the securities in clause $\int 2,000,000$ 2 if applicable)	800,000	Options - LODAU Options - LODAI Options - LODAK

Dividend policy (in the case of a $N/A$
trust, distribution policy) on the increased capital (interests) $10\,$

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder security approval Is. required?	No
12	Is the issue renounceable or non- renonnceable?	Renounceable
13	Ratio in which the *securities will be offered	4 new shares and 2 free options for every 3 existing shares held
14	Class of securities to which the Fully paid ordinary shares offer relates
15	determine + Record date ŧο entitlements	27 June 2006
16.	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Yes
17	Policy for deciding entitlements in relation to fractions	Fractional entitlements will be rounded up to the nearest whole number of new shares and options.
18	Names of countries in which the entity has 'security holders who will not Ьe sent new issne documents	All foreign countries except for New Zealand
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rale 7.7.
19	of Closing date for receipt acceptances or renunciations	Anticipated to be 14 July 2006

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Patersons Securities Limited
21	Amount of any underwriting fee or commission	Underwriting fee of approximately \$94,077 (4% of total funds raised). Management fee of approximately \$23,519 (1% of total funds raised). Lead Manager Fee of \$60,000
22.	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	N/A
24.	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25.	If the issue is contingent on 'security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Anticipated to be 30 June 2006
27.	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Anticipated to be 16 June 2006
28	Date rights trading will begin (if $\vert$ Anticipated to be 21 June 2006 applicable)
29.	Date rights trading will end (if Anticipated to be 7 July 2006 applicable)
30	How do 'security holders sell their entitlements in full through a broker?	Completing appropriate section on "Entitlement and Acceptance Form" marked "Instructions to Your Stockbroker".
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	section Completing appropriate on "Entitlement and Acceptance Form" for number to be taken up and instructing stockbroker to sell remainder.

⁺ See chapter 19 for defined terms.

32 How do 'security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date By using Renunciation form obtainable from the Company's share registry

Anticipated to be 21 July 2006

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(iick one)$
• $(a)$ Securities described in Part 1
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

				Tick to indicate you are providing the information or
documents

35

If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

If the *securities are *equity securities, a distribution schedule of the additional 'securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional *securities

³⁶

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 quotation is sought
• 39 Class of 'securities for which quotation is sought
• 40 Do the 'securities rank equally in all respects from the date of allotment with an existing 'class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number	*Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the 'securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the "securities to be quoted complies with the law and is not for ٠ an illegal purpose.
• $\bullet$ There is no reason why those "securities should not be granted "quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An eatity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any ٠ applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

== == == == ==

hew Starly

Date: 16 June 2006

Sign here:

(Director/Company secretary)

Print name:

Leni Stanley

⁺ See chapter 19 for defined terms.