Prairie Mining Ltd. — Director's Dealing 2018

May 31, 2018

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	25 August 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	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Controller of CD Capital Natural Resources Fund III LP
**Date of change **	30 May2018
No. of securities held prior to change	A.NilB.NilC.44,776,120D.5,711,804
Class	A.Ordinary fully paid sharesB.Unlisted options exercisable at $0.60 each on orbefore 30 May 2021C.Convertible loan note convertible into ordinaryshares at $0.335 per share with no expiry dateD.Convertible loan note convertible into ordinaryshares at $0.46 per share with no expiry date
Number acquired	A.44,776,120B.22,388,060C.NilD.Nil
Number disposed	A.NilB.NilC.(44,776,120)D.Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	See nature of change below

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	A.44,776,120B.22,388,060C.NilD.5,711,804
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Conversion of the convertible loan note with a principalamount of $15,000,000, exchangeable into 44,776,120ordinary shares at a conversion price of $0.335 pershare and the subsequent issue of unlisted options onconversion of convertible note

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 Instruments
Nature of interest	Controller of CD Capital Natural Resources Fund III LP (holder of rightto acquire shares of Prairie Mining Limited pursuant to the above andbelow contracts).
Name of registered holder(if issued securities)	CD Capital Natural Resources Fund III LP
Date of change	30 May2018
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract in relationto which the interest has changed	Right of CD Capital Natural Resources Fund III LP to acquire44,776,119 ordinary shares and 21,388,060 $0.60 unlisted optionswhich may result in the issue of an additional 21,388,060 ordinaryshares (“Loan Note 1”)Right of CD Capital Natural Resources Fund III LP to acquire5,711,804 ordinary shares in the Company pursuant to an investmentagreement and convertible loan note instrument
Interest acquired	Nil
Interest disposed	Loan Note 1
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	Not applicable
Interest after change	Right of CD Capital Natural Resources Fund III LP to acquire5,711,804 ordinary shares in the Company pursuant to an investmentagreement and convertible loan note instrument

Part 3 –[+] Closed period

Part 3 –+Closed period	Part 3 –+Closed period
Were the interests in the securities or contracts detailed abovetraded during a+closed period where prior written clearancewas required?		Not applicable
If so, was prior written clearance provided to allow the trade toproceed during this period?		Not applicable
If prior written clearance was provided, on what date was thisprovided?		Not applicable
Initial notification/Amendment	Initial
LEI	213800EHCGNYSCN9T108
Place of transaction	Australian Securities Exchange (ASX)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011