PROSPECT RESOURCES LIMITED — Share Issue/Capital Change 2012

Jul 16, 2012

17 July 2012

The Manager Company Announcements Australian Securities Exchange Level 5, 20 Bridge Street SYDNEY NSW 2000

By E-Lodgement

ASX Code: PSC

Please find attached the full terms and conditions of Options issued by the former Board of PSC, under the name Ethan Minerals Limited.

In relation to the Options issued by the company on 14th May 2012, the full terms and conditions of the 60,000,000 options issued on 14th May 2012 exercisable at \$0.015 per option on or before 30 June 2015 are set out in the company's announcement released to the market on 15th May 2012.

For further information, please contact Mr Andrew Whitten.

Tel: (02) 8072 1425 Fax: (02) 9283 1970 Email: awhitten@whittens.com.au

Prospect Resources Limited | ACN 124 354 329

Suite 6, 245 Churchill Ave. Subiaco WA 6008 | Phone: +61 8 9217 3300 | Fax: +61 8 9388 3006

Website: prospectresources.com.au | Email: info@prospectresources.com.au

ETHAN MINERALS Limited

TERMS AND CONDITIONS OF OPTIONS EXERCISABLE AT \$0.20 EXPIRING 18 OCTOBER 2012 and EXPIRING 5 NOVEMBER 2013

• Each option entitles the holder to subscribe for and be allotted one ordinary fully paid $(a)$ share in the capital of the company.
• The options are exercisable at 20 cents each. $(b)$
• The options will expire on the 18 October 2012 and 5 November 2013 (the "Expiry Date") $(c)$ respectively.
• Subject to condition (g), the options are exercisable at any time on or prior to the Expiry $(d)$ Date by notice in writing to the directors of the company accompanied by payment of the exercise price.
• $(e)$ The options are non transferable.
• All shares issued upon exercise of the options will rank pari passu in all respects with the $(f)$ company's then existing ordinary fully paid shares. The company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options.
• There are no participating rights or entitlements inherent in the options and holders will $(g)$ not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• If from time to time on or prior to the Expiry Date the company makes an issue of shares to $(h)$ the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options.
• There is no right to a change in the exercise price of the options or to the number of shares $(i)$ over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.
• In the event of any reorganisation of the issued capital of the company on or prior to the $(1)$ Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

ETHAN MINERALS Limited ACN 124 354 329

Suite 24, 443 Albany Highway
Victoria Park WA 6100 Australia

T: +61 8 9472 5502
F: +61 8 9362 2805 E: ethanminerals@bigpond.com ETHAN MINERALS Limited

TERMS AND CONDITIONS OF OPTIONS EXERCISABLE AT \$0.23 ON OR BEFORE 2 YEARS FOLLOWING THE DATE OF ADMISSION TO THE ASX

• Each option entitles the holder to subscribe for and be allotted one ordinary fully paid $(a)$ share in the capital of the company.
• $(b)$ The options are exercisable at 23 cents each.
• The options will expire 2 years from the date of listing (the "Expiry Date"). $(c)$
• Subject to condition (g), the options are exercisable at any time on or prior to the Expiry $(d)$ Date by notice in writing to the directors of the company accompanied by payment of the exercise price.
• The options are non transferable. $(e)$
• All shares issued upon exercise of the options will rank pari passu in all respects with the $(f)$ company's then existing ordinary fully paid shares. The company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options.
• There are no participating rights or entitlements inherent in the options and holders will $(g)$ not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• If from time to time on or prior to the Expiry Date the company makes an issue of shares to $(h)$ the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options.
• There is no right to a change in the exercise price of the options or to the number of shares $(i)$ over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.
• In the event of any reorganisation of the issued capital of the company on or prior to the $(1)$ Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

ETHAN MINERALS Limited ACN 124 354 329

Suite 24, 443 Albany Highway
Victoria Park WA 6100 Australia

T: +61 8 9472 5502
F: +61 8 9362 2805 E: ethanminerals@bigpond.com