PROSPECT RESOURCES LIMITED — Share Issue/Capital Change 2010

Aug 15, 2010

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ETHAN MINERALS LIMITED

ABN

30 124 354 329

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Fully paid ordinary shares issued 2 Number of[+] securities issued or to 750,000 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Fully paid ordinary shares (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• 4 Do the[+] securities rank equally in all Yes respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration Deemed at $0.35 per share 6 Purpose of the issue (If issued as consideration for the Issued pursuant to Resolution 6 approved at acquisition of assets, clearly identify the General Meeting on 13 July 2010

• those assets)

• 7 Dates of entering[+] securities into 16 August 2010 uncertificated holdings or despatch of certificates Number +Class

• 8 Number and +class of all 52,957,750 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in clause 2 if applicable)*

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

9Numberand+classofall+securities not quoted on ASX(_including_the securities in clause2 if applicable)*	Number	+Class
	18,862,5009,701,500857,5001,000,0001,402,0002,000,000	Fully Paid Ordinary SharesExercisable at $0.20 expiring18 October 2012Exercisable at $0.20 expiring 5November 2013Exercisable at $0.23 expiring 3December 2011Exercisable at $0.23 expiring 8December 2011Exercisable at $0.23 expiring30 July2012

• 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

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----- Start of picture text ----- 11 Is security holder approval -required?12 Is the issue renounceable or non- -renounceable?13 Ratio in which the [+] securities will -be offered14 +Class of +securities to which the -offer relates15 +Record date to determineentitlements -16 Will holdings on different registers -(or subregisters) be aggregated forcalculating entitlements?17 Policy for deciding entitlements in -relation to fractions----- End of picture text -----

18Names oentit ha	18Names oentit ha
	18Names oentit ha	f countries in +securit ho		which theders who	-
	ywillnot	y besentn		ewissue
	document	s
	Note: Securit	holders must be t		old how their
	yentitlements are to be dealt with.Cross reference: rule 7.7.
	19Closingdateforreceiptof				-
	acceptances or renunciations
	20Names of any underwriters				-
	21Amount of any underwriting fee orcommission				-
	22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amountofany handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, thedate of the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)
					-
					-
					-
					-
					-
					-
					-
					-
	30How do+secu		rity holders sell their		-
entitlements	entitlements		_in full_through a
+ See chapter 19 for definAppendix 3B Page 4			ed terms.1/1/2003

• See chapter 19 for defined terms.

Appendix 3B Page 4

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broker?31How do+security holders sell_part_of their entitlements through abroker and accept for the balance?32How do+security holders disposeof their entitlements (except by salethrough a broker)?33+Despatch date
	-
	-
	-

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 +[If the ] securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

E	ntities that have ticked box 34(b)
	38Number of securities for which+ttin i ht
	quoao s soug
	39Class of+securities for whichquotation is sought
	40Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do notrank equally, please state:• the date from which they do• theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment• the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment41Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify thatother security)42Number and+class of all+securitiesquoted on ASX (_including_thesecurities in clause 38)
		Number	+Class

• See chapter 19 for defined terms.

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1/1/2003

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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----- Start of picture text ----- Sign here: ........................................................ Date: 16 August 2010 (Company secretary)----- End of picture text -----

Print name: Leonard Math

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7