Prairie Mining Ltd. — Major Shareholding Notification 2012

Mar 14, 2012

Form 605

Corporations Law Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	Prairie Downs Metals Limited	___________________________________
ACN/ARSN	________________________________________________________________
1. Details of substantial holder (1)
Name	JPMorgan Chase & Co. and its affiliates_______________________________________________
ACN (if applicable)	NA______________________________________________________________________________
The holder ceased to be a
substantial holder on	25 / Jan / 2011
The previous notice was given to the company on08 / Jul / 2010
The previous notice was dated	08 / Jul/ 2010

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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	Nature of	Consideration	Class and	Person’s votes
	interest changed	change (6)	given in relation	number of	affected
			to change (7)	securities
				affected
See Appendix	J.P. Morgan Metals &	Change in ISC	See Appendix	3,783,333	3,783,333
	Concentrates LLC
				Ordinary Shares

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN(if applicable)	Nature of association
N/A

4. Addresses

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

Name	Address
JPMorgan Chase & Co.	1111 Polaris Parkway,Columbus,Ohio 43240

Prairie Downs Metals Limited -Form 605 page 1 of 2

Signature

print name	Kezia Wong	capacity	JPMorgan	Chase Bank, N.A.
sign here		date 15	/ Mar	/ 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 4 of the form.

• (2) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Law.

• (3) See the definition of “associate” in section 9 of the Corporations Law.

• (4) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or 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 Law.

(5) 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.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

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

Prairie Downs Metals Limited -Form 605 page 2 of 2

Prairie Downs Metals Limited AU000000PDZ2	Prairie Downs Metals Limited AU000000PDZ2	Prairie Downs Metals Limited AU000000PDZ2							Appendix
Transaction dateEntityType of transactionCcyPriceQuantity						Total PositionsIssued share capital% OwnedJPM M&CLLCTotal
Balance as at 1 Jul 2010						3,783,33372,890,5985.19%3,783,3333,783,333
25-Jan-11		Change in ISC			-	3,783,333	75,890,598	4.99%	-	-
Balance as at 25 Jan 2011						3,783,33375,890,5984.99%3,783,3333,783,333
"JPM M&C LLC" = JPMorgan Metals & Concentrates LLC

Prairie Downs Metals Limited - Appendix.xls