PILBARA GOLD LIMITED — Share Issue/Capital Change 2012

Jul 2, 2012

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.

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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) Ordinary Shares (b) New Options
	(a) 105,289,176 Ordinary Shares (b) 105,289,176 New Options
	(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 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	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  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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	(a) The ordinary shares will rank equally with current quoted ordinary shares from the date of allotment. (b) The New Options are a proposed new class of options. Shares issued on the exercise of the New Options will be ordinary shares that will rank equally with the then current quoted ordinary shares from the date of issue.	(a) The ordinary shares will rank equally with current quoted ordinary shares from the date of allotment. (b) The New Options are a proposed new class of options. Shares issued on the exercise of the New Options will be ordinary shares that will rank equally with the then current quoted ordinary shares from the date of issue.
		(a) 1 cent per share (b) Nil per option, free-attaching
		Issue pursuant to an underwritten non- renounceable rights issue of:  4 new Shares for every 5 ordinary shares held; and  1 New Option for every 1 New Share subscribed under the rights issue.
		7 August 2012
		Number	+Class
		236,900,646 59,616,588 41,299,175 105,289,176	Ordinary Shares (MPJO) Options with an expiry date of 28 February 2013 and exercise price of 2 cents each to acquire, upon exercise, one ordinary share and one further option which further option shall be exercisable at 3 cents on, or before, 28 February 2014. (MPJOA) Options to acquire ordinary shares with an expiry date of 6 July 2014 and an exercise price of 10 cents. New Options to acquire ordinary shares with an expiry date of 30 November 2014 and an exercise price of 1.5 cents($0.015).

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

	Number	+ Class
9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	400,000 500,000 500,000 20,000	(MPJAI) Options to acquire ordinary shares with an expiry date of 5 October 2015 and an exercise price of 10 cents. (MPJAI) Options to acquire ordinary shares with an expiry date of 5 October 2015 and an exercise price of 25 cents. (MPJAI)Options to acquire ordinary shares with an expiry date of 5 October 2015 and an exercise price of 50 cents. (MPJAK)Options to acquire ordinary shares with an expiry date of 28 February 2014 and an exercise price of 3 cents ($0.03).
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
	N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders	No
	Non-Renounceable Rights Issue
	Four (4) new shares for every five (5) shares held
	Fully paid ordinary shares
	11 July 2012
	N/A
	Fractional entitlements will be rounded up
	All countries other than Australia and New Zealand
	27 July 2012
	Peregrine Corporate Limited [ABN 40 062 478 997]
	Underwriting fee of 6% of the total underwritten amount, being $63,174.
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

25 If the issue is contingent on +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) 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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	13 July 2012
	3 July 2012
	N/A
	N/A
	N/A
	N/A
	N/A
	7 August 2012

Part 3 - Quotation of securities

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

34 Type of securities ( tick 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 [TO BE PROVIDED AFTER CLOSING AND ALLOTMENT] 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 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.

Appendix 3B Page 6

1/1/2003

[NOT APPLICABLE]

Entities that have ticked box 34(b)

• 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)

Number +Class

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

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: Director & Company Secretary

Date: Tuesday, 3[rd] July 2012

Print name: Phillip Hains

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003