PROSPECT RESOURCES LIMITED — Share Issue/Capital Change 2010

Jul 29, 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 beissued2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued3Principal terms of the+securities (eg,if options, exercise price and expirydate; if partly paid+securities, theamount outstanding and due datesforpayment;if+convertiblesecurities, the conversion price anddates for conversion)	1) Fully paid ordinary shares2) Fully paid ordinary shares3) Fully paid ordinary shares4) Unlisted options
	1) 1,600,0002) 40,0003) 50,0004) 2,000,000
	1) Fully paid ordinary shares2) Fully paid ordinary shares3) Fully paid ordinary shares4) Unlisted options

4 Do the[+] securities rank equally in all 1) Yes respects from the date of allotment 2) Yes with an existing +securities?[+] class of quoted 3) Yes 4) No 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

5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)7Dates of entering+securities intouncertificated holdings or despatchof certificates	1) Deemed at $0.20 per share2) $8,0003) $10,0004) Nil
	1) Issued pursuant to resolutions 2 and 3approved at the general meeting held on13 July 20102) Exercise of unlisted options at $0.203) Exercise of unlisted options at $0.204) Issued pursuant to resolution 7 approvedat the general meeting held on 13 July2010
	1) 26 July 20102) 23 July 20103) 30 July 20104) 30 July 2010

Number +Class 8 Number and +class of all 52,177,750 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 clause 2if applicable)*10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	Number	+Class
	18,862,5009,701,500887,5001,000,0001,402,0002,000,000	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
	Not applicable

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 of countries in which theentity has+security holders who willnot be sent new issue documentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amount of any handling fee payableto brokers who lodge acceptancesor renunciations on behalf of+security holders25If the issue is contingent on+security holders’ approval, the dateof 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+security holders sell theirentitlements_in full_through abroker?	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

31 How do[+] security holders sell part - of their entitlements through a broker and accept for the balance?

• 32 How do[+] security holders dispose of - their entitlements (except by sale through 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 are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

  • 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)

38	Number of securities for which
	+quotation is sought
39	Class of+securities for which
	quotation is sought
40	Do the+securities rank equally in all
	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
	• theextenttowhichthey
	participate for the next dividend,
	(inthecaseofatrust,
	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
41	Reason for request for quotation
	now
	Example: In the case of restricted securities, end of
	restriction period
	(ifissueduponconversion of
	another security, clearly identify that
	other security)

		Number	+Class
42	Number and+class of all+securities
	quoted on ASX (_including_the
	securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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Sign here: ........................................................ Date: 30 July 2010 (Company secretary) Print name: Leonard Math

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7