Prairie Mining Ltd. — Capital/Financing Update 2021

Oct 27, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Update Summary

Entity name

PRAIRIE MINING LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

28/10/2021

Reason for update to a previous announcement

Amendment of issue price for the Entitlements Issue to AUD0.20 (GBP0.11 and EUR0.13) per share to raise AUD4.6 million before costs

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 12

Proposed issue of securities

Part 1 - Entity and announcement details

==> picture [21 x 22] intentionally omitted <==

1.1 Name of +Entity

PRAIRIE MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 23008677852

1.3 ASX issuer code

PDZ

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Amendment of issue price for the Entitlements Issue to AUD0.20 (GBP0.11 and EUR0.13) per share to raise AUD4.6 million before costs

1.4b Date of previous announcement to this update

6/10/2021

1.5 Date of this announcement

28/10/2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

==> picture [8 x 9] intentionally omitted <==

A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

==> picture [8 x 8] intentionally omitted <==

• Non-renounceable

Proposed issue of securities

2 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

PDZ : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description PDZ : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 10

Proposed issue of securities

3 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 23,135,508 whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.20000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3C - Timetable

3C.1 +Record date

5/11/2021

3C.2 Ex date

4/11/2021

3C.4 Record date

5/11/2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

10/11/2021

Proposed issue of securities

4 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3C.6 Offer closing date

30/11/2021

3C.7 Last day to extend the offer closing date

25/11/2021

3C.9 Trading in new +securities commences on a deferred settlement basis

1/12/2021

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

7/12/2021

3C.12 Date trading starts on a normal T+2 basis

8/12/2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

10/12/2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To conduct exploration activities at the Arctic Rift Copper Project in Greenland, and for general working capital.

Proposed issue of securities

5 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

==> picture [8 x 9] intentionally omitted <==

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Poland, Hong Kong, Jersey, Kenya, Singapore and USA

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Proposed issue of securities

6 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No Part 7B - Issue details Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class Details of +securities proposed to be issued ASX +security code and description PDZ : ORDINARY FULLY PAID Number of +securities proposed to be issued 3,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities In consideration of Prairie acquiring an interest in the Arctic Rift Copper Project in Greenland (Shares to be voluntarily escrowed for 12 months from issue date) Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.290000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Proposed issue of securities

7 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Class A Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

5,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

In consideration of Prairie acquiring an interest in the Arctic Rift Copper Project in Greenland

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.290000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Proposed issue of securities

8 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Performance options/rights details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0000 8/10/2026

Details of the type of +security that will be issued if the option is exercised

PDZ : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

5,000,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Please refer to announcement entitled "Prairie Acquires Interest in Highly Prospective Greenland Copper Province" dated 6 October 2021

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Class B Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

6,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Proposed issue of securities

9 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

==> picture [538 x 399] intentionally omitted <==

----- Start of picture text -----

Please describe the consideration being provided for the +securities
In consideration of Prairie acquiring an interest in the Arctic Rift Copper Project in Greenland
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.290000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Performance options/rights details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.0000 8/10/2026
Details of the type of +security that will be issued if the option is exercised
PDZ : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
6,000,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Please refer to announcement entitled "Prairie Acquires Interest in Highly Prospective Greenland Copper Province" dated
6 October 2021
----- End of picture text -----

Part 7C - Timetable

7C.1 Proposed +issue date

8/10/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15%

Proposed issue of securities

10 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

placement capacity under listing rule 7.1?

Shares - 3,000,000 Performance rights - 11,000,000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

Shares - 12 months from issue date

Performance rights - shares issued on conversion of the rights will be subject to 6 months voluntary escrow

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Issue is in consideration of Prairie acquiring an interest in the Arctic Rift Copper Project in Greenland

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Proposed issue of securities

11 / 12

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

Proposed issue of securities

12 / 12