POWER MINERALS LIMITED — Director's Dealing 2012

Aug 6, 2012

96 Babbage Road

Tel:+61 (0)2 9417 6212 Fax:+61 (0)2 9417 3043 Email: admin@pepinnini.com.au

Roseville Chase NSW 2069

7 August 2012

The Company Announcements Office Level 10 Exchange Centre 20 Bond Street SYDNEY NSW 2000

Attention - Company Announcements Officer

CHANGE OF DIRECTOR'S INTEREST NOTICE

The company wish to advise that shares have been purchased under the company's Entitlement Issue by Directors of the company as per the following notifications:

• Appendix 3Y Norman Kennedy
• Appendix 3Y Rebecca Holland-Kennedy
• Appendix 3Y Wei Sun
• Form 604 Notice of change of interests of substantial holder Norman Kennedy
• Form 604 Notice of change of interests of substantial holder Rebecca Holland-Kennedy

Yours sincerely

Rebecca Holland-Kennedy Company Secretary/Director PepinNini Minerals Ltd

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	PepinNini Minerals Limited
ABN	55 101 714 989

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Norman Lee Kennedy
Date of last notice	8 June 2011

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Associate R Holland-Kennedy
Date of change	3 Aug 2012
No. of securities held prior to change	Direct 9,680,000 Indirect 11,530,000
Class	Ordinary
Number acquired	Direct 7,484,010 Indirect 7,176,197
Number disposed	nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$0.032 per share
No. of securities held after change	Direct 17,164,010 Indirect 17,164,002

⁺ See chapter 19 for defined terms.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	nil
Nature of interest	nil
Name of registered holder (if issued securities)	nil
Date of change	nil
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	nil
Interest acquired	nil
Interest disposed	nil
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	nil
Interest after change	nil

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?	No
If prior written clearance was provided, on what date was this provided?	No

⁺ See chapter 19 for defined terms.

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	PepinNini Minerals Limited
ABN	55 101 714 989

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Rebecca Ann Holland-Kennedy
Date of last notice	10th October 2011

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Associate Norman Kennedy George Holland Pty Ltd Director
Date of change	3rd August 2012
No. of securities held prior to change	Direct 9,987,805 Indirect 12,452,211
Class	Ordinary
Number acquired	Direct 7,176,197 Indirect 8,654,362
Number disposed	nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$0.032 per share
No. of securities held after change	Direct 17,164,002 Indirect 19,079,890

⁺ See chapter 19 for defined terms.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Entitlement Issue

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	nil
Nature of interest	nil
Name of registered holder (if issued securities)	nil
Date of change	nil
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	nil
Interest acquired	nil
Interest disposed	nil
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	nil
Interest after change	nil

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?	No
If prior written clearance was provided, on what date was this provided?	No

⁺ See chapter 19 for defined terms.

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	PepinNini Minerals Limited
ABN	55 101 714 989

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Wei Sun
Date of last notice	1st December 2011

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Spouse Yaolin Yu
Date of change	3rd August 2012
No. of securities held prior to change	Direct 30,000 Indirect 37,614
Class	Ordinary
Number acquired	Direct 20,000 Indirect 25,076
Number disposed	nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$0.032 per share
No. of securities held after change	Direct 50,000 Indirect 62,690

⁺ See chapter 19 for defined terms.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	nil
Nature of interest	nil
Name of registered holder (if issued securities)	nil
Date of change	nil
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	nil
Interest acquired	nil
Interest disposed	nil
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	nil
Interest after change	nil

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?	No
If prior written clearance was provided, on what date was this provided?	No

⁺ See chapter 19 for defined terms.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	PepinNini Minerals Ltd
ACN/ARSN	101 714 989
1. Details of substantial holder (1)
Name		Norman Lee Kennedy
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on		03/August/2012
The previous notice was given to the company on		07/June/2011
The previous notice was dated		07/June/2011

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ordinary	21,967,805	24.49%	34,328,012	29.80%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
03/08/2012 Norman	Kennedy	Entitlement Issue	3.2c per share	7,484,010 ordinary shares	7,484,010
03/08/2012	Associate - Rebecca Holland Kennedy	Entitlement Issue	3.2c per share	7,176,197 ordinary shares	7,176,197

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Norman Kennedy	Norman Kennedy	Norman Kennedy	Shareholder	17,164,010 ordinary shares	17,164,010
Associate - R Holland	Rebecca Holland Kennedy	Rebecca Holland Kennedy	Shareholder	17,164,002 ordinary shares	17,164,002

Kennedy

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Rank Geological Services Pty Ltd 003 090 604	Director - ceased trading - no voting interest
Alexander & Luis Kennedy - sons	ceased voting interest

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Norman Kennedy	96 Babbage Rd Roseville Chase
Associate R Holland- Kennedy	96 Babbage Rd Roseville Chase

Signature

print name	Norman Lee Kennedy	capacity	Director
sign here		date	$07/A$ uqust $/2012$

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies)

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	PepinNini Minerals Ltd
ACN/ARSN	101 714 989
1. Details of substantial holder (1)
Name	Rebecca Holland-Kennedy
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on		03/August/2012
The previous notice was given to the company on		07/October/2011
The previous notice was dated		10/October/2011

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ordinary	22,440,016	25.02%	36,243,892	31.47
%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest	Nature of change (6)	Consideration given in relation to change	Class and number of securities	Person's votes affected
	changed		(7)	affected
	Rebecca	Entitlement		7,176,197
03/08/2012	Holland	Issue	3.2c per share	ordinary	7,176,197
	Kennedy			shares
	Associate -			7,484,010
03/08/2012	Norman	Entitlement	3.2c per share	ordinary	7,484,010
	Kennedy	Issue		shares
	George			1,170,352
	Holland Pty	Entitlement
03/08/2012	Ltd -	Issue	3.2c per share	ordinary shares	1,170,352
	Director

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest (6)	Class and number of securities	Person's votes
interest		(8)
Rebecca	Rebecca	Rebecca		17,164,002
Holland	Holland	Holland	Shareholder	ordinary	17,164,002
Kennedy	Kennedy	Kennedy		shares
Associate	Norman			17,164,010
- Norman	Kennedy	Norman Kennedy	Shareholder	ordinary	17,164,010

Kennedy				shares
George Holland Pty Ltd - Director	George Holland Pty Ltd	George Holland Pty Ltd	Shareholder	1,915,880 ordinary shares	1,915,880

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Rank Geological Services Pty Ltd 003 090 604	Director - ceased trading - no voting interest
Alexander & Luis Kennedy - sons	ceased voting interest

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Rebecca Holland-Kennedy & Norman Kennedy	96 Babbage Road Roseville Chase NSW 2069
George Holland Pty Ltd	96 Babbage Road Roseville Chase NSW 2069

Signature

print name	Rebecca Holland-Kennedy	capacity	Director
sign here		date	$07/A$ uqust $/2012$

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

$(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.