PROSPECT RESOURCES LIMITED — Director's Dealing 2014

Jun 1, 2014

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	Prospect Resources Limited
ACN	124 354 329

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	Zivanayi (Zed) Rusike
Date of last notice	21/10/2013

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
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.
Date of change	26/05/2014
No. of securities held prior to change	2,803,738 fully paid ordinary shares7,500,000 unlisted options exercisable at$0.015 per option on or before 30 June2015
Class	Fully paid ordinary shares
Number acquired	9,600,000
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Feepayable pursuant to the PlacementExclusivity Agreement.

+ See chapter 19 for defined terms.

No. of securities held after change	12,403,738 fully paid ordinary shares7,500,000 unlisted options exercisable at$0.015 per option on or before 30 June2015
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Issue of shares pursuant to resolution 5 ofthe Notice of Meeting dated 14/04/2014andpassedbyshareholdersoftheCompanyatthe2014ExtraordinaryGeneralMeetingheldat11amon14/05/2014

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	-
Nature of interest	-
Name of registered holder	-
(if issued securities)
Date of change	-
No. and class of securities to which	-
interest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired	-
Interest disposed	-
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	-
Interest after change	-

Part 3 – +Closed period

Were the interests in the securities or contracts detailedabove traded during a +closed periodwhere prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?

+ See chapter 19 for defined terms.

If prior written clearance was provided, on what date was this
provided?

+ See chapter 19 for defined terms.