PROSPECT RESOURCES LIMITED — Share Issue/Capital Change 2015

Dec 13, 2015

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Prospect Resources 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 tobe issued	Shortfall Offer under Rights IssueFully paid ordinary sharesRemuneration Options approved at AGMUnlisted options
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	Shortfall Offer under Rights Issue35,755,000fully paid ordinary sharesRemuneration Options approved at AGM65,000,000 unlisted options
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	Shortfall Offer under Rights Issue35,755,000 fully paid ordinary sharesRemuneration Options approved at AGM65,000,000 unlisted and unvested options, eachexercisable at 0.5 cents per option, which vestswhen the 20 day VWAP of the Company'sshare price is 1 cent or above, expires on 14December 2018

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities?If the additional +securities donotrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	Shortfall Offer under Rights IssueYesRemuneration Options approved at AGMUpon exercise –yes
5	Issue price or consideration	Shortfall Offer under Rights Issue$143,020.00Remuneration Options approved at AGMNil consideration
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Shortfall Offer under Rights IssueShares issued as part of the Shortfall Offerunder the Rights Issue as announced by theCompany on 11 August 2015Remuneration Options approved at AGMIssued to certain Directors, management andadvisers of the Company, as approved byShareholders at the 2015 AGM, pursuant to theNotice of Annual General Meeting dated20October 2015
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	Yes
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	20 November 2015

+ See chapter 19 for defined terms.

• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

N/A

N/A

65,000,000 unlisted options (2015 AGM held on 20 November 2015)

35,755,000 fully paid ordinary shares

N/A

N/A

See Annexure A

14 December 2015

• See chapter 19 for defined terms.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the +securities in section2 if applicable)	886,544,882	Fullypaidordinaryshares
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the +securities in section2 if applicable)	65,000,000	Unlisted and unvestedoptions,eachexercisableat0.5centsperoption,which vests when the20 day VWAP of theCompany'ssharepriceis1centorabove, expires on 14December 2018
10	Dividend policy (in the case of a	N/A

trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Non-renounceable
13	Ratio in which the +securities willbe offered	1 New Share for every 2 existing Shares heldby Eligible Shareholders onthe Record Date
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	17 August 2015
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	No

+ See chapter 19 for defined terms.

17	Policy for deciding entitlements inrelation to fractions	Round up fractions
18	Names of countries in which theentity has security holders who willnot be sent new offer documentsNote: Security holders must be told how theirentitlements are to be dealt with.	Every country not including Australia andNew Zealandand Hong Kong.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	14 September 2015
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	None for the Offer
		Brokers may be used for the Shortfall Offer
23	Fee or commission payable to thebroker to the issue	None for the OfferCommission of up to 7% may be payable ifbrokers are used for the Shortfall Offer
24	Amount of any handling fee payableto brokers who lodge acceptancesorrenunciationsonbehalfofsecurity holders	None for the OfferCommission of up to 7% may be payable ifbrokers are used for the Shortfall Offer
25	If the issue is contingent on securityholders' approval, the date of themeeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	20 August 2015
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (if	N/A

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

	applicable)
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders sell theirentitlementsinfullthroughabroker?	N/A
31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?	N/A
32	How do security holders dispose oftheir entitlements (except by salethrough a broker)?	N/A
33	+Issuedate	21 September 2015Shortfall Offer Shares issued on 14 December2015

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

+ See chapter 19 for defined terms.

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+securitiesofforwhichquotation is sought
40	Do the +securities rank equally in allrespects from the +issue date with anexisting +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 notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversionofanother +security, clearly identifythat other +security)
42	Number and +class of all +securitiesquotedonASX(includingthe+securitiesin clause 38)	Number	+Class

+ See chapter 19 for defined terms.

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 no-one 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 is not available now, we 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.

Sign here: ............................................................ Date: 14 December 2015 Company secretary

Print name: Andrew Whitten

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	680,509,820
Add the following:	6,915,000 (issued 7 January 2015)
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	163,365,062 (issued 21 September 2015)35,755,000 (issued 14 December 2015)
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	886,544,882

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	132,981,732
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	Nil
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	132,981,732
Note: number must be same as shown inStep 2
Subtract "C"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	132,981,732

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	886,544,882
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	88,654,488
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	Nil
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	88,654,488
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	88,654,488

+ See chapter 19 for defined terms.