PTR MINERALS LTD — Share Issue/Capital Change 2006

Mar 6, 2006

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 14/3/2002, 1/1/2003, 24/10/2005.

Name of entity

PETRATHERM LTD

ABN 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).

I	$^+$ Class of $^+$ securities issued or to beissued	UNQUOTED ORDINARY SHARES(Held in escrow until 27 July 2006)
2	Number of + securities issued or tobe issued (if known) or maximumnumber which may be issued	625,000 (SIX HUNDRED AND TWENTYFIVE THOUSAND)
3	Principal terms of the "securities (eg.if options, exercise price and expirydate; if partly paid "securities, theamount outstanding and due datesfor payment; if 'convertiblesecurities, the conversion price anddates for conversion)	FULLY PAIDHeld in escrow until 27 July 2006

• 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 doextent towhichthetheyparticipate for the next dividend.(in thecaseofatrust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	YES
5.	Issue price or consideration	$0.20 PER SHARE
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	SHARES ISSUED IN ACCORDANCE WITHA CONSULTANCY AGREEMENT ANDPURSUANT TO SECTION 14.9.1 OF THECOMPANY'S PROSPECTUS DATED 11MAY 2004.
7	Dates of entering 'securities intouncertificated holdings or despatchof certificates	26 September 2005
8	Number*classofandallASX.*securitiesquoted$_{\rm{on}}$(including the securities in clause 2if applicable)	Number+ Class25,250,000Ordinary Shares

ŧ

$+$ See chapter 19 for defined terms.

$\overline{9}$ Number and $^{\circ}$ class of all 'securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	* Class
18,125,001	Ordinary Shares
10,410,000	Options

$10,$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $\sqrt{ }$ No dividend payable in accordance with current policy.

Part 2 - Bonus issue or pro rata issue

$\mathbf{H}$	holderapprovalsecurityIs.required?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the *securities willbe offered
4	*Class of *securities to which theoffer relates
15	determinedate*Recordto.entitlements
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 theirentifiements are to be dealf with.
	Cross reference; rule 7.7.
$\overline{19}$	dateοfClosingreceiptforacceptances 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 acceptancesrenunciations on behalf ofor*security holders
25	If the issue is contingentO11"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 through$\mathbf{a}$broker?
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?

$\overline{\psi}$

+ See chapter 19 for defined terms.

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

33 +Despatch date

		______________________________________
The property and the control of the control of the control of the control of

Part 3 - Quotation of securities

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

• 34 Type of securities $(iick one)$
  • Securities described in Part 1
• All other securities $(b)$

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

$(a)$

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

37

A copy of any trust deed for the additional "securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which equotation is sought
• 39 Class of 'securities for which quotation is sought
• 40 Do the "securities rank equally in all 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 $\bullet$
• 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)

Number20000000000000000000000000000000000000	+ Class80000000000000000000000000000000000000--

Ouotation agreement

• 'Ouotation of our additional 'securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\mathcal{I}$ 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.
• 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.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Sign here:

ala steshan

Dans STEPHENS

DONALD STEPHÉNS (Company secretary)

Print name:

and the mode control complete.Said the control control service

+ See chapter 19 for defined terms.