PILBARA GOLD LIMITED — Capital/Financing Update 2012

Jul 2, 2012

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.

Name of entity

MINING PROJECTS GROUP LIMITED

ABN

84 006 189 331

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).

1	+Class of +securities issued or to beissued	(a)	Ordinary Shares
		(b)	New Options
2	Number of +securities issued or to	(a)	105,289,176 Ordinary Shares
	be issued (if known) or maximumnumber which may be issued	(b)	105,289,176 New Options

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)

(a) Fully paid Ordinary Shares

(b) Options with an expiry date of 30 November 2014 and exercise price of 1.5 cents each to acquire, upon exercise, one ordinary share.

4	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment	(a)(b)	of allotment.issue.	The ordinary shares will rank equally withcurrent quoted ordinary shares from the dateThe New Options are a proposed new classof options. Shares issued on the exercise ofthe New Options will be ordinary sharesthat will rank equally with the then currentquoted ordinary shares from the date of
5	Issue price or consideration	(a)	2 cents per share
		(b)		Nil per option, free-attaching
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	and		Issue pursuant to an underwritten nonrenounceable rights issue of:4 new Shares for every 5 ordinary shares held;1 New Option for every 1 New Sharesubscribed under the rights issue.
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	7 August 2012
		Number		+Class
8	+classNumberandofall		236,900,646	Ordinary Shares
	+securitiesquotedonASX(including the securities in clause2 if applicable)		59,616,588	(MPJO) Options with an expirydate of 28 February 2013andexercise price of 2 cents each toacquire,uponexercise,oneordinary share and one furtheroption which further option shallbe exercisable at 3 cents on, orbefore, 28 February 2014.
			41,299,175	(MPJOA)Optionstoacquireordinary shares with an expirydate of 6 July 2014 and anexercise price of 10 cents.
		105,289,176		New Options to acquire ordinaryshares with an expiry date of 30November 2014 and an exerciseprice of 1.5 cents ($0.015).

+ See chapter 19 for defined terms.

		Number	+ Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	400,000	(MPJAI) Options to acquireordinary shares with an expirydate of 5 October 2015 and anexercise price of 10 cents.
		500,000	(MPJAI) Options to acquireordinary shares with an expirydate of 5 October 2015 and anexercise price of 25 cents.
		500,000	(MPJAI)Options to acquireordinary shares with an expirydate of 5 October 2015 and anexercise price of 50 cents.
		20,000	(MPJAK)Options to acquireordinary shares with an expirydate of 28 February 2014 and anexercise price of 3 cents ($0.03).
10	Dividend policy (in the case of atrust, distribution policy) on the	N/A

increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Non-Renounceable Rights Issue
13	Ratio in which the +securities willbe offered	Four (4) new shares for every five (5) shares held
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	11 July 2012
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	Fractional entitlements will be rounded up
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	All countries other than Australia and New Zealand
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	27 July 2012
20	Names of any underwriters	Peregrine Corporate Limited [ABN 40 062 478 997]
21	Amount of any underwriting fee orcommission	Underwriting fee of 6% of the total underwrittenamount, being $63,174.
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders	N/A

+ See chapter 19 for defined terms.

+security holders' approval, the date
of the meeting

• 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
• 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
• 28 Date rights trading will begin (if applicable) N/A
• 29 Date rights trading will end (if applicable)
• 30 How do + security holders sell their entitlements in full through a broker?
• 31 How do + security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32 How do + security holders dispose of their entitlements (except by sale through a broker)? N/A

33 +Despatch date 7 August 2012

3 July 2012

13 July 2012

N/A

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of 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 theadditional +securities, and the number and percentage of additional +securities held bythose holders [TO BE PROVIDED AFTER CLOSING AND ALLOTMENT]
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over [TO BE PROVIDED AFTER CLOSING AND ALLOTMENT]
37	A copy of any trust deed for the additional +securities [Not applicable]

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

[NOT APPLICABLE]

• 38 Number of securities for which +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

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • 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 entity 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 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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 +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 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.
• 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.

Sign here: Date: Monday 3rd July 2012

Director & Company Secretary

Print name: Phillip Hains

== == == == ==

+ See chapter 19 for defined terms.