Prairie Mining Ltd. - Capital/Financing Update 2020

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Not for release to US wire services or distribution in the United States

21 July 2020

Dear Shareholder

INVITATION TO PARTICIPATE IN 2020 SHARE PURCHASE PLAN

The Company is pleased to offer Eligible Shareholders the opportunity to participate in the Company's share purchase plan ( Offer ). The Offer will give Eligible Shareholders the opportunity to apply for up to A$30,000 worth of New Shares at an issue price of A$0.25 for each New Share ( Issue Price ) without incurring brokerage or other transaction costs.

The Issue Price represents a discount of 25% to the closing price of Shares on ASX immediately prior to 21 July 2020 (being the date on which the Company announced the Offer).

The Company intends to raise A$4 million (approximately €2.5 million) from Eligible Shareholders and intends to use the proceeds of the Offer for working capital requirements and business development opportunities following the announcement on 1 July 2020 that the Company has secured funding for A$18 million (US$12.3 million) to pursue an arbitration claim against the Republic of Poland for breaches of the Australian – Poland Bilateral Investment Treaty ( BIT ) and the UK – Poland Energy Charter Treaty ( ECT ).

The Company intends to raise the full A$4 million from the Offer. However, the Company reserves absolute discretion regarding the final amount raised under the Offer. If the Company receives applications in excess of $4 million, the Company reserves the right to accept oversubscriptions (subject to compliance with ASX Listing Rules and the Corporations Act) in its absolute and sole discretion. However, the Offer to investors in the European Union will not be increased in excess of €2.5 million. The Company also reserves the right to close the Offer early and scale back applications in its absolute and sole discretion.

Participation in the Offer is optional. The issue of New Shares is expected to take place on or around 21 August 2020.

Participation and important dates in relation to the Offer

The Offer is offered exclusively to all Eligible Shareholders (including Custodians), being registered holders of Shares as at 5.00pm (Perth time) on 20 July 2020 ( Record Date ) with a registered address in Australia, New Zealand, the United Kingdom, Germany or Poland , and not resident or located in the United States or any other jurisdiction in or into which an offer of New Shares would be unlawful, who meet certain other conditions as expressly prescribed in the Terms & Conditions ( Eligible Shareholders ). Shareholders with a registered address in Poland should refer to the Polish Information Memorandum for information on the offer of New Shares in Poland.

The Offer opens on 23 July 2020 and closes at 5:00pm (Perth time) on 14 August 2020.

The Company will not accept any late applications. However, the Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the closing date without prior notice, including closing the Offer early. Accordingly, the Directors encourage any Eligible Shareholders (including Custodians) wishing to participate in the Offer to lodge their Application Forms and/or remit their Application Monies as soon as possible . If the closing date is varied, subsequent dates may also be varied accordingly.

Subject to ASX Listing Rule 10.12 (Exception 4) being satisfied at the date of the issue of the New Shares, Directors who are Eligible Shareholders may participate in the Offer (without having to obtain prior Shareholder approval) on the same terms as all other Eligible Shareholders. Directors may apply to subscribe for up to the maximum number of New Shares permitted by the Terms & Conditions.

Offer

The Offer provides Eligible Shareholders with an opportunity to acquire a parcel of New Shares in the Company. Shareholders may apply for New Shares in the following amounts:

	Subscription Amount (A$)*	Number of Shares
Parcel A	30,000 (€18,298)	120,000
Parcel B	25,000 (€15,247)	100,000
Parcel C	20,000 (€12,198)	80,000
Parcel D	15,000 (€9,149)	60,000
Parcel E	10,000 (€6,099)	40,000
Parcel F	5,000 (€3,050)	20,000
Parcel G	2,000 (€1,220)	8,000

*Euros shown for information purposes only – using an FX rate of A$1:€0.61 as at 20 July 2020. Eligible Shareholders applying for New Shares must pay all Application Monies in Australian dollars.

The Company will not issue any fraction of New Shares. Eligible Shareholders applying for New Shares must pay all Application Monies in Australian dollars.

In its absolute and sole discretion, the Company reserves the right to accept oversubscriptions (subject to compliance with ASX Listing Rules and the Corporations Act) and issue more New Shares than initially announced. However, the Offer to investors in the European Union will not be increased in excess of €1.0 million. The Company also reserves its right to issue fewer New Shares than an Eligible Shareholder applies for under the Offer or none at all and its right to scale back applications in such manner as the Directors see fit. Any determination by the Directors in respect of any oversubscription or scaling back or refusal of any application will be final. If a scale back occurs or the Company refuses an application, the Company will refund any excess Application Monies to the relevant Eligible Shareholders in full (in A$ and without interest).

The Offer is not underwritten.

Pricing

The Issue Price of each New Share will be A$0.25.

The market price of the Shares may rise or fall between the date of this document and the date that the Company issues New Shares to you under the Offer. This means that the price at which the Company issues New Shares to you may be greater or less than the prevailing market price of the Shares at the date of this document. Further, the Issue Price may exceed the price at which you would be able to buy Shares on the market at the same time that the Company issues New Shares to you under the Offer. We recommend that you seek financial advice from a suitably qualified adviser before you decide to participate in the Offer.

Shareholder approval

The Company will issue the New Shares pursuant to ASX Listing Rule 7.2 (Exception 5). Accordingly, Shareholder approval is not required for the issue of the New Shares under the Offer.

If required, the Company may either accept oversubscriptions or they may scale back applications in such manner as the Directors see fit.

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Application procedure

To apply for New Shares under the Offer, Eligible Shareholders may either:

pay directly via BPAY® on the internet or by phone banking (for Shareholders with an eligible Australian bank account only); or
complete and return their enclosed Application Form in accordance with the details on the form, together with a cheque, bank draft or money order drawn on an Australian bank in Australian dollars.

The Share Registry must receive Application Forms or the Company must receive BPAY® payments by no later than 5:00pm (Perth time) on 14 August 2020.

Terms & Conditions

Full details of the Offer are outlined in the attached Terms & Conditions. Before you decide whether to participate in the Offer, please read the Terms & Conditions carefully, as you will be bound by them.

If you have any questions in respect of the Offer, please contact the Company Secretary, Dylan Browne, by telephone on +61 8 9322 6322 or by email at [email protected], Computershare on 1300 850 505 (callers inside Australia) or +61 3 9415 4000 (callers outside Australia) or consult with your professional or financial adviser.

Polish Information Memorandum

This document does not constitute a basis for conducting any offer of the New Shares in Poland nor shall be relied upon by any investor in Poland. For information on the offer of the New Shares in Poland investors should refer to the Polish Information Memorandum. A copy of the Polish Information Memorandum (and its English translation) will be made available on the Company’s website www.pdz.com.au and on the Company’s ASX announcements platform in due course. The Polish Information Memorandum contains a summary of risk factors relating to the Company. Potential investors should consider these risk factors in addition to the public available information in relation to the Company.

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SHARE PURCHASE PLAN

IMPORTANT NOTICES

General

This document is dated 21 July 2020.

This document is not a prospectus and has not been lodged with ASIC. Accordingly, this document does not contain all the information that an investor would find in a prospectus or that may be required in order to make an informed investment decision regarding whether or not to invest in the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand or are in doubt about the contents of this document, or the action you should take, you should consult your financial or other professional adviser without delay.

The market price of Shares may rise or fall between the date of this document and the date the Company issues New Shares to you. This means that up to or after the date on which the Company issues New Shares to you, you may be able to buy Shares on the market at a lower price than the Issue Price. The Company and its Directors do not offer any recommendation or advice regarding participation in the Offer.

This document does not, and is not intended to, constitute an Offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an Offer or to issue this document. No action has been taken to permit the Offer in any jurisdiction other than Australia, New Zealand, the United Kingdom, Germany and Poland to the extent set out in this document and in the Polish Information Memorandum.

The distribution of this document in jurisdictions outside Australia, New Zealand, the United Kingdom, Germany and Poland may be restricted by law and therefore persons who come into possession of this document should observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any other jurisdiction.

In particular, this document may not be distributed in the United States. The New Shares have not been, and will not be, registered under the US Securities Act 1933 (the US Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The New Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration of the US Securities Act and the applicable laws of any state or other jurisdiction in the United States. The New Shares will not be offered to sold, directly or indirectly, to any person in the United States.

Application will be made for the New Shares to be quoted on ASX. The New Shares have not been and will not be registered under any other applicable securities laws and they may not, subject to certain exceptions, be offered or sold directly or indirectly in any jurisdiction outside Australia, New Zealand, the United Kingdom, Germany and Poland and as provided below.

United Kingdom

None of the information in this document, any other document relating to the Offer or the Offer constitutes an offer to the public requiring an approved prospectus under section 85 of the Financial Services and Markets Act 2000 ( FMSA ). Accordingly this document does not constitute a prospectus for the purposes of the Prospectus Regulation together with the Prospectus Regulation Rules made by the Financial Conduct Authority of the United Kingdom ( FCA ) pursuant to sections 73A(1) and (4) of FSMA and has not been approved by the FCA.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

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Poland

This document does not constitute a basis for conducting any offer of the New Shares in Poland nor shall be relied upon by any investor in Poland.

Any offer of the New Shares in Poland will be made solely pursuant to an Information Memorandum prepared in Polish language and made available in Poland by the Company pursuant to Article 37b of the Polish act on public offering and conditions for the introduction to organised trading system of financial instruments and on public companies dated 29 July 2005, as amended ( Polish Act on Public Offering ) in connection with the relevant exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC ( Prospectus Regulation ), from the requirement to produce a prospectus for offer of securities, i.e. pursuant to Article 3 Section 2 of the Prospectus Regulation ( Polish Information Memorandum ).

None of the information in this document, any other document relating to the Offer or the Offer constitutes an offer to the public requiring an approved prospectus under the Prospectus Regulation and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Regulation.

For information on the offer of the New Shares in Poland any investor shall refer to the Polish Information Memorandum.

European Union - Germany

This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the Prospectus Regulation.

In accordance with Article 1(4) of the Prospectus Regulation, an offer of New Shares in each member state of the European Union is limited:

(a) to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
(b) to fewer than 150 natural or legal persons (other than qualified investors); or
(c) in any other circumstance falling within Article 1(4) of the Prospectus Regulation.

Shareholders with an address in Germany who wish to participate in the Offer should contact their financial advisor or broker to ensure that they receive the Offer information from the Custodian or Downstream Custodian (defined below), as the case may be, for shares and/or depository interests traded on the Frankfurt Stock Exchange.

No Recommendation

The information in this document is not a recommendation to accept the Offer and does not constitute financial advice. Eligible Shareholders should therefore conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment and analysis.

If, after reading this document, Eligible Shareholders have any questions regarding the Offer, they should contact their financial or other professional adviser before deciding whether to accept the Offer.

Capitalised terms in this document are defined in the Glossary.

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KEY DATES*

Details	Date
Record Date The date on which the Company determines Eligible Shareholders	5:00pm (Perth time) on 20 July 2020
Dispatch Date The date on which this document and the Application Forms are dispatched to Eligible Shareholders	23 July 2020
Opening Date The date on which the Offer opens	23 July 2020
Closing Date The date on which the Offer closes Applications and payments must be received by this date	5:00pm (Perth time) on 14 August 2020
Announcement of SPP results	19 August 2020
Issue Date The date New Shares are intended to be issued	21 August 2020
Quotation of New Shares on ASX With an application for the shares to trade on the London and Warsaw Stock exchanges occurring as soon as possible following quotation on ASX.	24 August 2020

*The above dates are indicative only and, subject to compliance with applicable law, may be changed at the Company’s discretion. Any changes will be advised to shareholders.

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TERMS & CONDITIONS

The following are the terms and conditions of the Offer. By accepting the Offer, you agree to be bound by these Terms & Conditions and the constitution of the Company.

1. ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547

The Offer is offered in compliance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument 2019/547 ). ASIC Instrument 2019/547 provides relief from the requirement for the Company to provide a prospectus when offering shares to existing shareholders of a company pursuant to a share purchase plan.

2. Opening Date and Closing Date of the Offer

The Offer opens on 23 July 2020 ( Opening Date ).

The Offer closes at 5:00pm (Perth time) on 14 August 2020 ( Closing Date ).

The Company will not accept late applications. However, the Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the Closing Date without prior notice including closing the Offer early. Accordingly, the Directors encourage any Eligible Shareholders (including Custodians) wishing to participate in the Offer to lodge their Application Forms and/or remit their Application Monies as soon as possible. If the Closing Date is varied, subsequent dates may also be varied accordingly.

3. Who is eligible to participate in the Offer?

You are eligible to apply for New Shares under the Offer if you were registered as a holder of Shares as at the Record Date on the Register and if your registered address, as recorded in the Register, is in Australia, New Zealand, the United Kingdom, Germany or Poland and you are not resident or located in the United States or any other jurisdiction in or into which an offer of New Shares would be unlawful. Shareholders with a registered address in Poland should refer to the Polish Information Memorandum for information on the offer of New Shares in Poland.

The Offer to each Eligible Shareholder is made on the same terms and conditions.

Your rights under the Offer are personal to you and the Offer is non-renounceable (i.e. you may not transfer your right to subscribe for New Shares to anyone else).

4. Shareholder approval

The Company will issue the New Shares under ASX Listing Rule 7.2 (Exception 5). Accordingly, Shareholder approval is not required for the issue of the New Shares pursuant to the Offer.

If required, the Company will accept oversubscriptions or scale back applications in such manner as the Directors see fit.

5. Voluntary participation

The Offer is entirely voluntary and is subject to the Terms & Conditions. You are not obliged to participate in the Offer.

6. Issue Price

The Issue Price represents a discount of 25% to the closing price of Shares on ASX immediately prior to 21 July 2020 (being the date on which the Company announced the Offer).

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7. Important information on price risk to consider

Before deciding whether to accept the Offer, you should refer to the current market price of the Shares, which can be obtained from the financial pages of most major daily newspapers, your stockbroker, your financial adviser, or via websites of the Company’s listed exchanges.

Subscription for New Shares is a speculative investment and the market price may change between the date you apply for New Shares and the issue of New Shares to you. Accordingly, the value of New Shares applied for is likely to rise or fall. Importantly, there is a risk that during the period between when the Issue Price is determined and when the New Shares are issued to you, the price at which Shares are traded on ASX may be less than the Issue Price. You must rely on your own knowledge of the Company and previous disclosures made by the Company to ASX (including disclosure regarding risks of making an investment in the Company). In determining whether you wish to participate in the Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your personal circumstances.

8. How much can you invest in the Offer?

Subject to paragraph 11, if you are an Eligible Shareholder, you may subscribe for a maximum of $30,000 worth of New Shares.

There is a minimum amount for which you may subscribe under the Offer which is $2,000 worth of New Shares.

The following parcels of New Shares are available under the Offer:

	Subscription Amount (A$)*	Number of Shares
Parcel A	30,000 (€18,298)	120,000
Parcel B	25,000 (€15,247)	100,000
Parcel C	20,000 (€12,198)	80,000
Parcel D	15,000 (€9,149)	60,000
Parcel E	10,000 (€6,099)	40,000
Parcel F	5,000 (€3,050)	20,000
Parcel G	2,000 (€1,220)	8,000

*Euros shown for information purposes only – using an FX rate of A$1:€0.61 as at 20 July 2020. Eligible Shareholders applying for New Shares must pay all Application Monies in Australian dollars.

The maximum limit of $30,000 worth of New Shares applies to you even if you receive more than one Offer. For example, if as at the Record Date, you are both a sole and a joint Shareholder, you can only apply for New Shares once, either in your capacity as sole Shareholder or joint Shareholder, not both.

The Company will not issue any fraction of New Shares. Eligible Shareholders applying for New Shares must pay all Application Monies in Australian dollars.

No brokerage, stamp duty or other costs are payable by applicants in respect of an application for New Shares.

9. Scale Back or refusal of application

The Company intends to raise up to $4 million by the issue of New Shares. However, if total demand for the offer exceeds $4 million, the Directors may in their absolute discretion, increase the Offer, or undertake a scale back to the extent and in the manner they see fit.

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If there is a scale back, you may not receive all the New Shares for which you have applied. If a scale back produces a fractional number when applied to the number of New Shares for which you have applied, the number of New Shares issued to you will be rounded down to the nearest whole number of New Shares.

If there is a scale back, the difference between the Application Monies received from you, and the number of New Shares issued to you multiplied by the Issue Price, will be refunded to you in full (in A$ and without interest and at your sole risk).

The Directors reserve their right (in their absolute discretion) to refuse an Application Form (in whole or in part) if they consider that:

(a) it is reasonable and prudent to do so;
(b) the applicant is not an Eligible Shareholder;
(c) the issue of those New Shares may contravene any applicable law, rule or regulation in any jurisdiction (including without limitation the Corporations Act, the ASX Listing Rules or London and Warsaw stock exchange rules) or the requirements of any regulatory or governmental body or may require further action to be taken by the Company including, without limitation, registration of Shares or the preparation of a prospectus in any jurisdiction; or
(d) the applicant has not otherwise complied with the Terms & Conditions.

If an Application Form is refused in whole or in part, the Application Monies will be returned to the applicant in full (without interest and at the applicant’s sole risk).

All Directors' decisions in connection with a scale back or refusal of an application are final.

10. Shortfall

The Offer is not underwritten.

Subject to any listing rules, the Directors reserve their right to place any shortfall under the Offer at their absolute discretion at a price not less than the Issue Price.

11. Custodian certification

If on the Record Date you are a Custodian and hold Shares on behalf of one or more persons each of whom is an Eligible Shareholder in Australia, New Zealand, Germany, Poland or the United Kingdom (each, a Participating Beneficiary ), the Offer is made to you and you have the discretion whether to extend the Offer to the Participating Beneficiaries. You may apply up to a maximum of $30,000 worth of New Shares for each Participating Beneficiary.

The Company can only issue to a Custodian Shares up to the value of $30,000 in a 12-month period unless the Custodian certifies in writing ( Custodian Certificate ):

(a) either or both of the following:
(i) that the Custodian holds Shares on behalf of one or more Participating Beneficiaries that are not Custodians; and
(ii) that another Custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of one or more Participating Beneficiaries, and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

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(iii) where paragraph 11(a)(i) applies – the Custodian; and
(iv) where paragraph 11(a)(ii) applies – the Downstream Custodian,
to apply for New Shares on their behalf under the Offer;
(b) the number of Participating Beneficiaries;
(c) the name and address of each Participating Beneficiary;
(d) in respect of each Participating Beneficiary:
(i) where paragraph 11(a)(i) applies, the number of Shares that the Custodian holds on their behalf; and
(ii) where paragraph 11(a)(ii) applies, the number of Shares to which the beneficial interests relate;
(e) in respect of each Participating Beneficiary:
(i) where paragraph 11(a)(i) applies, the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and
(ii) where paragraph 11(a)(ii) applies, the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf;
(f) there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $30,000:
(i) the New Shares applied for by the Custodian on their behalf under the Offer in accordance with the instructions in paragraph 11(e); and
(ii) any other Shares issued to the Custodian in the 12 months before the application under the Offer as a result of an instruction given by them to the Custodian or Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer;
(g) that a copy of this document was given to each Participating Beneficiary; and
(h) where paragraph 11(a)(ii) applies, the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

In providing a Custodian Certificate under this paragraph 11, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian.

If the Company is not satisfied with the Custodian Certificate (for whatever reason), the Company will not issue any New Shares to the Custodian on behalf of the relevant Participating Beneficiaries.

If you require a Custodian Certificate or require further information about the Custodian application process, you should contact the Share Registry.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in paragraph 8 apply.

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12. Effect of making an application and Shareholder certification

Subject to paragraph 11 above, if you submit a BPAY[®] payment or complete and return an Application Form together with a cheque, bank draft or money order (as applicable), you:

(a) will be deemed to have warranted and represented that you are an Eligible Shareholder and are eligible to participate in the Offer;
(b) irrevocably and unconditionally agree to the Terms & Conditions and the terms of the Application Form;
(c) acknowledge that your application will be irrevocable and unconditional;
(d) certify and represent to the Company that you have not applied for more than $30,000 worth of New Shares;
(e) certify that the total of the application price for the following does not exceed $30,000 (irrespective of whether you may have received more than one Offer or received Offers in more than one capacity):
(i) the New Shares the subject of your application under the Offer;
(ii) any other New Shares issued to you under the Offer or any other Shares issued to you under any similar arrangement in the 12 months before the application under the Offer (excluding Shares applied for but not issued);
(iii) any other New Shares which you have instructed a Custodian to acquire on your behalf under the Offer; and
(iv) any other Shares issued to a Custodian under an arrangement similar to the Offer in the 12 months before the application under the Offer as a result of an instruction you have given to a Custodian;
(f) agree to be bound by the Company's constitution; and
(g) will be deemed to have made the following declarations and representations:
(i) you acknowledge that the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions of the United States, or in any other jurisdiction outside Australia, New Zealand, the United Kingdom, Germany and Poland and, accordingly the New Shares may not be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States;
(ii) you are purchasing New Shares outside the United States in an “offshore transaction” (as defined in Rule 902(h) under the US Securities Act);
(iii) you represent and warrant that you are not in the United States and are not acting for the account or benefit of a person in the United States;
(iv) you agree not to send this document, the Application Form or any other material relating to the Offer to any person in the United States;
(v) you agree that if in the future you decide to sell or otherwise transfer the New Shares you will only do so in "regular way" transactions on the ASX, London or Warsaw Stock Exchanges where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States; and

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(vi) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Application Form is resident in Australia, New Zealand, the United Kingdom or Poland and is not in the United States and is not acting for the account or benefit of a person in the United States, and you have not sent and will not send, this document, the Application Form or any information related to the Offer to any such person.

13. Transaction costs

The only cost associated with the Offer is the Issue Price for the number of New Shares for which you wish to subscribe. You do not have to pay for brokerage, commission or other transaction costs which would normally apply when you acquire Shares on market.

14. Issue of New Shares and variation on number of New Shares issued

The New Shares will be issued on the Issue Date.

If an Application Form is refused in whole or in part, the Application Monies will be returned to the applicant in full without interest and the applicant’s sole risk.

15. What rights will the New Shares carry?

Once the New Shares are issued, they will rank equally with existing Shares and will carry the same voting rights, dividend rights and other entitlements.

16. Can the Company change, suspend or terminate the Offer?

The Company may at any time change, suspend or terminate the Offer. If the Company changes, suspends or terminates the Offer it will advise shareholders. The accidental omission to give notice of changes to or suspension or termination of the Offer or the non-receipt of any such notice will not invalidate the change, suspension or termination.

17. Directors' participation

Subject to ASX Listing Rule 10.12 (Exception 4) being satisfied at the date of the issue of the New Shares, Directors who are Eligible Shareholders may (without having to obtain prior Shareholder approval), participate in the Offer, on the same terms as all other Eligible Shareholders.

18. How do you pay for the New Shares?

All amounts in the Offer are expressed in Australian dollars. You must pay for the New Shares either by:

(a) BPAY[®] payment via internet or phone banking. You must also quote your reference number which is on the Application Form. If you use this method, you should be aware of your financial institution's cut-off time for electronic payments. It is your responsibility to ensure funds are submitted correctly by the Closing Date; or
(b) cheque, bank draft or money order in Australian dollars. Please make your cheque, bank draft or money order payable to "Prairie Mining Limited " and ensure that cheques are crossed " Not Negotiable ".

New Zealand, the United Kingdom, Germany and Poland shareholders are not able to make a BPAY payment.

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19. Please provide a cheque, bank draft or money order for the exact amount

If you have not elected to pay by BPAY[® ] and you do not provide the exact amount, the Company reserves its right to return your Application Form and cheque, bank draft or money order. If the Company returns your Application Form and cheque, bank draft or money order, no New Shares will be issued to you.

If you make a BPAY[®] payment and do not provide the exact amount, you will, subject to the Terms & Conditions, be deemed to have applied for such New Shares for which you have paid.

20. Dispute resolution

The Company may settle any dispute in connection with the Offer in any manner it thinks fit, whether generally or in relation to any participant, application or Share. The Company's decision will be final and binding.

The Company reserves its right to waive strict compliance with any provision of the Terms & Conditions.

21. Quotation and registration of your Shares

The Company will apply for the New Shares issued to you to be quoted on ASX within the relevant period required by the ASX Listing Rules. As soon as reasonably practical, the Company will also apply for the New Shares to trade on the London and Warsaw stock exchanges.

If you hold shares via the ASX, the Company participates in CHESS. Under CHESS, you will not receive a share certificate but will receive a statement of your holding of Shares. The CHESS statement will prescribe the number of New Shares issued pursuant to the Offer, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the New Shares.

If you are broker sponsored, ASX Settlement will send you a CHESS statement.

If you are registered on the Issuer Sponsored Subregister, the Share Registry will dispatch your statement, which will contain the number of New Shares issued to you under the Offer and your security holder reference number.

If you hold depository interests via the London Stock Exchange, the Company, through its Share Registry in the United Kingdom, Computershare Investor Services PLC, has established a depository facility whereby depository interests, representing Ordinary Shares, are issued to Shareholders who wish to hold their Ordinary Shares in electronic form in CREST. A statement of your holding of depository interests will be provided to you.

If you hold shares via the Warsaw Stock Exchange, the settlement of New Shares will be settled in accordance with the principles established by the Polish National Depository for Securities ( PNDS ).

22. Privacy

By receiving completed Application Forms, the Company collects personal information about Shareholders. The Company will use this information for the purposes of processing the Application Form and updating the records of the Company. To the extent restricted by law, the Company will not disclose personal information about a Shareholder to a third party. To the extent permitted by law, Shareholders are able to access, upon request, personal information about them by the Company.

23. Governing law and jurisdiction

These Terms & Conditions are governed by the laws in force in Western Australia. Any dispute arising out of or in connection with these Terms & Conditions, or the offer of New Shares, will be determined by the courts of Western Australia. By accepting this offer, you agree to submit to the non-exclusive jurisdiction of the courts in Western Australia.

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GLOSSARY

A$ or $ means Australian dollars.

Application Form means the application form accompanying this document.

Application Monies means monies paid by Eligible Shareholders in respect of New Shares the subject of an application pursuant to the Offer.

ASIC means the Australian Securities and Investments Commission.

ASIC Instrument 2019/547 means ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 issued by ASIC (as amended from time to time).

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official listing rules of ASX (as amended from time to time).

ASX Settlement means ASX Settlement Pty Limited (ACN 008 504 532).

BIT has the meaning given in the Letter.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date has the meaning given in paragraph 2 of the Terms & Conditions.

Company means Prairie Mining Limited ACN 008 677 852.

Corporations Act means the Corporations Act 2001 (Cth).

CREST means the computerised settlement system to facilitate the transfer of title to or interests in securities in uncertified form, operated by Euroclear UK and Ireland Limited;

Custodian has the meaning given in the ASIC Instrument 2019/547, being a person that provides a custodial or depositary service in relation to shares of a body or interests in a registered scheme and who:

(a) holds an Australian financial services licence covering the provision of a custodial or depositary service;
(b) is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depositary service;
(c) holds an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme;
(d) is a trustee of a self-managed superannuation fund or a superannuation master trust; or
(e) is a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person.

Custodian Certificate has the meaning given to that term in paragraph 11 of the Terms & Conditions.

Directors means the directors of the Company from time to time.

Downstream Custodian has the meaning given to that term in paragraph 11 of the Terms & Conditions.

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ECT has the meaning given in the Letter.

Eligible Shareholder has the meaning given in the Letter.

FCA has the meaning given in the ‘Important Notices’ section of this document.

FMSA has the meaning given in the ‘Important Notices’ section of this document.

Issue Date means the date on which New Shares will be issued, which as at the date of this document is expected to be 21 August 2020.

Issue Price has the meaning given in the Letter.

Issuer Sponsored Subregister means that part of the register for a class of the Company's securities for which CHESS approval has been given in accordance with the operating rules of ASX Settlement that is administered by the Company (and not by ASX Settlement) and that records uncertificated holdings of securities.

Letter means the letter addressed to Shareholders from the Company, dated 21 July 2020, which forms part of this document.

New Shares means the Shares to be issued to Eligible Shareholders who accept the Offer.

Offer has the meaning given in the Letter.

Opening Date has the meaning given in paragraph 2 of the Terms & Conditions.

Participating Beneficiary has the meaning given to that term in paragraph 11 of the Terms & Conditions.

Polish Act on Public Offering has the meaning given in the ‘Important Notices’ section of this document.

Polish Information Memorandum has the meaning given in the ‘Important Notices’ section of this document.

PNDS has the meaning given to that term in paragraph 21 of the Terms & Conditions.

Prospectus Regulation has the meaning given in the ‘Important Notices’ section of this document.

Record Date has the meaning given in the Letter.

Register means the share register maintained by or on behalf of the Company.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Computershare Investor Services Pty Ltd.

Shareholder means a registered holder of Shares.

Terms & Conditions means the terms and conditions of the Offer as expressly prescribed in this document.

US Securities Act has the meaning given in the ‘Important Notices’ section of this document.

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