PROSPECT RESOURCES LIMITED — Major Shareholding Notification 2012

May 27, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Prospect Resources Ltd
ACN/ARSN 124 354 329
1. Details of substantial holder(1) Name	Elliot Holdings Pty Ltd , HD&DM Warner , Anglo Pacific Ventures Pty Ltd and The Longevity Fund Pty Ltd
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	24/5/2012
The previous notice was given to the company on	15/5/2012
The previous notice was dated	15/5/2012

2. Previous and present voting power

(2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
(2) had a relevant interest (3) in when last required, and when n The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5
Ordinary Shares	29,000,000	15.88%	61.300.000	16.45%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
24/5/2012	HD & DM Warner	Share Placement	\$323,000	32,300,000 shares	32.300.000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Elliot Holdings Pty Ltd <atf cbm="" familyTrust>	Elliot Holdings Pty Ltd <atf cbm="" familyTrust>	Elliot Holdings Pty Ltd <atf cbm="" familyTrust>	Direct	27,000,000	7.2%
HD & DM Warner <atf cbmSuperfund>	HD & DM Warner <atf cbmSuperfund>	HD & DM Warner	Direct	32,300,000	8.7%
Anglo Pacific Ventures Pty Ltd	Anglo Pacific Ventures Pty Ltd	Anglo Pacific Ventures Pty Ltd	Direct	1,000,000	0.3%
The Longevity Fund Pty Ltd	The Longevity Fund Pty Ltd	The Longevity Fund Pty Ltd	Direct	1.000.000	0.3%

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

$\cdots$ `N/ARSN and able). Name АL ۱۱۲ -61 --------------------------------------- . --------------	uon Nat⊾ ۱۴۱ ۲۵ ------------ ------------- --------
n/a	---------------------- --------
. -------- ----------	------- .

6. Addresses

The addresses of persons named in this form are:

ame	----------- ------ . --
יי _________	6009 VV 4 'e ith nan 12 'IKII CALL experience and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract
--------------------------------------- --------------------------------------	------------ ------------ ------ ---------------- . ------ ---------------------------------------

Signature

print name	Dianne Warner	Hugh Warner	capacity Sole Director and/or Trustee
sign here			24 May 2012 date

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, $(a)$ 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
• 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 $(b)$ 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 Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(7)$ 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.
• If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$