PROSPECT RESOURCES LIMITED — Director's Dealing 2016

Nov 2, 2016

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 Prospect Resources Limited ABN 30 124 354 329

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 Hugh Warner

Date of last notice 31 August 2016

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 relevantinterest.	Elliot Holdings Pty LtdH Warner & D Warner ATF CBM SuperfundAnglo Pacific Ventures Pty Ltd
Date of change	2 November 2016
No. of securities held prior to change	127,166,668 fully paid ordinary shares15,000,000 unlisted options, each exercisableat 0.5 cents per option, expiring on 19November 201835,000,000 unlisted options, each exercisableat 1.5 cents per option, expiring on 15 June2019
Class	Fully paid ordinary shares
Number acquired	1,500,000
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimated valuation	3 cents per share (total consideration of$45,000)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	128,666,668 fully paid ordinary shares15,000,000 unlisted options, each exercisableat 0.5 cents per option, expiring on 19November 201835,000,000 unlisted options, each exercisableat 1.5 cents per option, expiring on 15 June2019
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	On-market trade

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	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
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	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	N/A
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3