PROSPECT RESOURCES LIMITED — Director's Dealing 2016

May 5, 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 16 December 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 interestNature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.Date of changeNo. of securities held prior to changeClassNumber acquiredNumber disposed	Direct and indirectElliot Holdings Pty LtdH Warner & D Warner ATF CBMSuperfundAnglo Pacific Ventures Pty Ltd4 May 2016114,450,000 fully paid ordinary shares15,000,000 unlisted and unvested options,each exercisable at 0.5 cents per option,which vests when the 20 day VWAP of theCompany’s share price is 1 cent or above,expiring on 14 December 2018Fully paid ordinary shares12,716,668Nil

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	$63,583.35
No. of securities held after change	127,166,668 fully paid ordinary shares15,000,000 unlisted and unvested options,each exercisable at 0.5 cents per option,which vests when the 20 day VWAP of theCompany’s share price is 1 cent or above,expiring on 14 December 2018
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Subscription of shares and acceptance ofentitlement pursuant to Entitlement IssueProspectus dated 5 April 2016.On 4 May 2016, an off-market trade for1,500,000 shares was completed from TheLongevity Fund Pty Ltd to Elliot HoldingsPty Ltd, which did not result in anychange in Mr Warner’s net holdings.

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 inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

• See chapter 19 for defined terms.

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