PROSPECT RESOURCES LIMITED — Share Issue/Capital Change 2013

Oct 14, 2013

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

15 October 2013

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

By E-Lodgement

Dear Sirs

ASX Code: PSC

The Board of Prospect Resources Limited is pleased to advise that it has resolved to issue and allot the following securities pursuant to Resolutions of the Notice of Meeting dated 22 August 2013 ( NOM ), which were all passed by shareholders of the Company at the 2013 Extraordinary General Meeting held at 11am on 23 September 2013:

• 42,600,000 fully paid ordinary shares pursuant to Resolution 5 of the NOM;

• 13,457,944 fully paid ordinary shares pursuant to Resolution 9 of the NOM; and

• 2,803,738 fully paid ordinary shares pursuant to Resolution 10 of the NOM.

The Board is pleased to further advise that it has resolved to utilise part of the Company’s annual 15% placement capacity and issue 1,138,318 fully paid ordinary shares to Continental Minerals Limited (Zimbabwe) or its nominees under Listing Rule 7.1. The reasons for making this placement is outlined in the Company announcement of same date titled “Adjustment of splits in shares to be issued pursuant to the CML Placement”. The Board would like to take this opportunity to reiterate that this placement of 1,138,318 shares does not dilute existing shareholders of the Company any more than would have been effected under the NOM as the number of fully paid ordinary shares to be issued pursuant to the CML Placement of 60,000,000 remains unchanged.

Following the issue and allotment of securities as outlined above, the capital structure of Prospect Resources Limited is at present:

**Description **	Number of Securities
Fully paid ordinary shares	434,593,287
Options expiring on 30/06/2015	134,500,000
Options expiring on05/11/2013	857,500

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

For more information, please contact the undersigned on (+61 2) 8072 1400.

Yours faithfully

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Andrew Whitten Company Secretary