PTR MINERALS LTD — Capital/Financing Update 2007

May 31, 2007

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 177/96. Origin: Appendix 5. Amended 177/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

PETRATHERM LTD

ARN

17 106 806 884

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).

$\mathbf{I}$ +Class of +securities issued or to be OPTIONS - UNLISTED issued

• $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

440,000 (FOUR HUNDRED AND FORTY THOUSAND)

	$(A)$ OPTIONS – UNLISTED $(40,000)$
Exercise Price:	$0.90
Expiry Date:	31 May 2012
Exercise Price:Expiry Date:	$(B)$ OPTIONS - UNLISTED $(400,000)$$0.9031 May 20131 June 2008

$+$ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?If the additional securities do notrank equally, please state:the date from which they dowhichtheextent totheyparticipate for the next dividend,$(in$ thecaseofatrust.distribution) or interest payment• the extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	N/A
5	Issue price or consideration	$0.00 (NIL)
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	CONSULTANCY AGREEMENT.ISSUED(B)TОEMPLOYEE SHARE OPTION PLAN.	(A) ISSUED IN ACCORDANCE WITH AEMPLOYEEANINACCORDANCE WITH THE COMPANY'S
7	Dates of entering *securities intouncertificated holdings or despatchof certificates	1 June 2007
8	Numberand*classofall*securitiesquotedASX.on(including the securities in clause 2if applicable)	Number57,774,626	+ ClassOrdinary Shares

+ See chapter 19 for defined terms.

$\ddot{9}$ Number and +class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
13,000,000	Options

Dividend policy (in the case of a $\lceil$ $10°$ trust, distribution policy) on the increased capital (interests)

No dividend payable in accordance with current policy.

Part 2 - Bonus issue or pro rata issue

11	holderapprovalsecurityIsrequired?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the "securities willbe offered
14	*Class of *securities to which theoffer relates
15	*Recorddeterminedate10 10entitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has *security holders who willnot be sent new issue documents
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptоfacceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amount of any handling fee payableto brokers who lodge acceptancesor renunciations on behalf of*security holders
25.	If the issue is contingent on*security holders' approval, the dateof the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27.	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do *security holders sell theirentitlements in full throughabroker?
31	How do *security holders sell partof their entitlements through abroker and accept for the balance?

+ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

$(b)$

• $(a)$ Securities described in Part 1
  • 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

A copy of any trust deed for the additional *securities

37

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• Class of "securities for which 39 quotation is sought
• Do the +securities rank equally in all 40 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
• 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
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and *class of all *securities 42 quoted on ASX (including the securities in clause 38)

Number	+ Class

$+$ See chapter 19 for defined terms.

Ouotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not $\bullet$ 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 wareauv

• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ 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.

Denald Aughens

Sign here: ...................................

DONALD STEPHENS (Company secretary)

Date: 31/05/2007

Print name: Donald Stephens

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$+$ See chapter 19 for defined terms.