PROSPECT RESOURCES LIMITED — Share Issue/Capital Change 2013

Sep 25, 2013

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

26 September 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:

• 2,000,000 fully paid ordinary shares pursuant to Resolution 6 of the NOM; and

• 74,500,000 options exercisable at 1.5 cent ($0.015) per option on or before 30 June 2015, pursuant to Resolutions 6, 7, 8, 9, 10 and 11 of the NOM.

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	374,593,287
Options expiring on 30/06/2015	134,500,000
Options expiring on05/11/2013	857,500

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

Yours faithfully

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Andrew Whitten

Company Secretary