Prairie Mining Ltd. — Director's Dealing 2017

Aug 24, 2017

Appendix 3Y Change of Director’s Interest Notice

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 Prairie Mining Limited ABN 23 008 677 852

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	Benjamin Stoikovich
Date of last notice	30 June 2017

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.	Windellama Capital Limited (Beneficial Interest)
**Date of change **	25 August 2017
No. of securities held prior to change	A. 1,500,000 (Direct) B. 1,000,000 (Indirect) C. 500,000 (Indirect) E. Nil D. Nil
Class	A. Ordinary Fully Paid Shares B. Performance Rights – expiry 31 December 2017 C. Performance Rights – expiry 31 December 2018 D. Performance Rights – expiry 31 December 2019 E. Performance Rights – expiry31 December 2020
Number acquired	A. Nil B. Nil C. Nil D. 640,000 E. 960,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil – see below
No. of securities held after change	A. 1,500,000 B. 1,000,000 C. 500,000 D. 640,000 E. 960,000

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

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

Following shareholder approval at a general meeting of shareholders held on 17 August 2017, issue of 1,600,000 performance rights to Windellama Capital Limited

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
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	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
**Interest after change **	Not applicable

Part 3 –[+] Closed period

Interest after change Not applicable Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Not applicable
If so, was prior written clearance provided to allow the trade to proceed during this period?	Under Prairie Mining’s Securities Trading Policy a director cannot deal in Prairie Mining securities without prior approval. This requirement applies to all dealings, including those outside a Closed Period.
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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 Prairie Mining Limited ABN 23 008 677 852

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	Carmel Daniele
Date of last notice	24 September 2015

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Controller of CD Capital Natural Resources Fund III LP
**Date of change **	22 August 2017
No. of securities held prior to change	A. 44,776,120 B. Nil
Class	A. Convertible loan note convertible into ordinary shares at $0.335 per share with no expiry date B. Convertible loan note convertible into ordinary shares at $0.46 per share with no expiry date
Number acquired	A. Nil B. 5,711,804
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Equivalent to $0.46 per share
No. of securities held after change	A. 44,776,120 B. 5,711,804
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Following shareholder approval at a general meeting of shareholders held on 17 August 2017, issue of a convertible loan note to CD Capital Natural Resources Fund III LP

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

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	Convertible Loan Note Instrument
Nature of interest	Controller of CD Capital Natural Resources Fund III LP (holder of right to acquire shares of Prairie Mining Limited pursuant to the above and belowcontracts).
Name of registered holder (if issued securities)	CD Capital Natural Resources Fund III LP
Date of change	22 August 2017
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	Right of CD Capital Natural Resources Fund III LP to acquire 44,776,119 ordinary shares and 21,388,060 $0.60 unlisted options which may result in the issue of an additional 21,388,060 ordinary shares pursuant to an investment agreement and convertible loan note instrument
Interest acquired	Right of CD Capital Natural Resources Fund III LP to acquire 5,711,804 ordinary shares in the Company pursuant to an investment agreement and convertible loan note instrument
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Equivalent to $0.46 per share
Interest after change	Right of CD Capital Natural Resources Fund III LP to acquire 44,776,119 ordinary shares and 21,388,060 $0.60 unlisted options which may result in the issue of an additional 21,388,060 ordinary shares Right of CD Capital Natural Resources Fund III LP to acquire 5,711,804 ordinary shares in the Company pursuant to an investment agreement and convertible loan note instrument

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Not applicable
If so, was prior written clearance provided to allow the trade to proceed during this period?	Under Prairie Mining’s Securities Trading Policy a director cannot deal in Prairie Mining securities without prior approval. This requirement applies to all dealings, including those outside a ClosedPeriod.
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011