PROSPECT RESOURCES LIMITED — Major Shareholding Notification 2013

Sep 12, 2013

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Prospect Resources Ltd
ACN/ARSN	124 354 329
1. Details of substantial holder (1)
Name	Bernard Owen Stephens & Erin Josephine Stephens ATF Stephens SuperFund
ACN/ARSN (if applicable)

The holder became a substantial holder on 12/09/2013

2. Details of voting power

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 (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary FP	23,059,295	23,059,295	6.19%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Stephens Super Fund	Direct	23,059,295 Ord FP

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number of securities
interest	securities	registered as holder (8)
Bernard Owen	Bernard Owen	Bernard Owen
Stephens & Erin	Stephens & Erin	Stephens & Erin	23,059,295 Ord FP
Josephine Stephens	Josephine Stephens	Josephine Stephens
ATF Stephens Super	ATF Stephens Super	ATF Stephens Super
Fund	Fund	Fund

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	------------Consideration (9)		Class and number of securities_______________________________________
	والمستحيل والمتعارض والمتحدث والمتحدث والمستحدد والمتعاشر	Cash	Non-cash---------------------------------------	______________________________________
See attachement 1.	. . ______________________________________		.	_______________________________________

	-----------
			A CALL COMPOSITION
	.

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Bernard Owen Stephens	Trustee
Erin Josephine Stephens	Trustee

7. Addresses

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

Name	Address
' Bernard Owen Stephens	' 8 Beachton Street WA 6020
Erin Josephine Stephens	8 Beachton Street WA 6020

Signature

Bernard Owen Stephens Trustees capacity Erin Josephine Stephens print name $12013$ $1319$ date sian here

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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
  • any relevant agreement or other circumstances by which the relevant interest was acquired. 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 $(a)$ 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 $(b)$ 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 Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• 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 $(9)$ 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.

Holder of relevant interest	Date of acquisitionConsiderationCash		Class and number of securities
Stephens Super Fund	26/11/12	109436.70	12000000 Ord FP
Stephens Super Fund	29/11/12	8214.99	900000 Ord FP
Stephens Super Fund	4/12/12	18227.59	2005000 Ord FP
Stephens Super Fund	10/12/12	869.40	95000 Ord FP
Stephens Super Fund	12/08/13	176.79	10300 Ord FP
Stephens Super Fund	28/08/13	1354.99	150000 Ord FP
Stephens Super Fund	29/08/13	48839.89	4839700 Ord FP
Stephens Super Fund	30/08/13	5114.99	500000 Ord FP
Stephens Super Fund	12/09/13	25879.46	2559295 Ord FP