TASMAN RESOURCES LTD

ACN 009 253 187

==> picture [136 x 141] intentionally omitted <==

==> picture [200 x 211] intentionally omitted <==

==> picture [192 x 78] intentionally omitted <==

==> picture [102 x 457] intentionally omitted <==

NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

For a non-renounceable pro-rata Rights Issue of approximately 35 million New Shares and 35 million free attaching New Options (each to acquire 1 fully paid Share at an exercise price of 10 cents exercisable at any time up to and including 30 June 2012) at an issue price of 2 cents per New Share on a one for four basis to raise approximately $700,284 before the costs of the Rights Issue.

==> picture [35 x 502] intentionally omitted <==

==> picture [35 x 421] intentionally omitted <==

==> picture [35 x 351] intentionally omitted <==

==> picture [35 x 295] intentionally omitted <==

==> picture [102 x 246] intentionally omitted <==

==> picture [101 x 246] intentionally omitted <==

Important Information

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be

considered as speculative.

PAGE 2

TASMAN RESOURCES L

NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

1.	SUMMARY OF OFFER ......................................................................................................................................... 4	SUMMARY OF OFFER ......................................................................................................................................... 4
	1.1	INVESTMENTHIGHLIGHTS................................................................................................................................. 4
	1.2	KEYPOINTS....................................................................................................................................................... 5
	1.3	SUMMARY OFIMPORTANTDATES..................................................................................................................... 5
2.	CHAIRMAN’S LETTER ........................................................................................................................................ 6
3.	PROSPECTUS INFORMATION .......................................................................................................................... 7
4.	DETAILS OF THE OFFER ................................................................................................................................... 9
	4.1	THEISSUE......................................................................................................................................................... 9
	4.2	NOUNDERWRITING........................................................................................................................................... 9
	4.3	ENTITLEMENT TO PARTICIPATE IN THERIGHTSISSUE........................................................................................ 9
	4.4	OPENING ANDCLOSINGDATES......................................................................................................................... 9
	4.5	INDICATIVETIMETABLE.................................................................................................................................. 10
	4.6	ACCEPTANCES................................................................................................................................................ 10
	4.7	APPLICATION MONEY...................................................................................................................................... 10
	4.8	ISSUEOUTSIDEAUSTRALIA ANDNEWZEALAND............................................................................................ 10
	4.9	TREATMENT OFOVERSEASSHAREHOLDERS................................................................................................... 11
	4.10	ASX QUOTATION OFNEWSHARES................................................................................................................. 11
	4.11	ASX QUOTATION OFNEWOPTIONS................................................................................................................ 11
	4.12	MARKETPRICEOFSHARES............................................................................................................................. 12
	4.13	CHESS ........................................................................................................................................................... 12
	4.14	RIGHTS ANDLIABILITIES ATTACHING TONEWSHARES ANDNEWOPTIONS..................................................... 12
	4.15	PRO-FORMACAPITALSTRUCTURE.................................................................................................................. 12
	4.16	EFFECT ON EXISTINGSHAREHOLDERS ANDOPTIONHOLDERS.......................................................................... 13
	4.17	EXISTINGOPTIONHOLDERS............................................................................................................................. 13
	4.18	SHORTFALL..................................................................................................................................................... 13
	4.19	RISK FACTORS................................................................................................................................................. 13
	4.20	ENQUIRIESINRELATION TO THISRIGHTSISSUE.............................................................................................. 13
5.	ACTION REQUIRED BY QUALIFYING SHAREHOLDERS ........................................................................ 14
	5.1	WHAT YOU MAY DO-CHOICES AVAILABLE..................................................................................................... 14
	5.2	TAKING UP ALL OF YOURRIGHTS.................................................................................................................... 14
	5.3	TAKING UP PART OF YOURRIGHTS AND ALLOWING THE BALANCE TO LAPSE................................................... 14
	5.4	CONSEQUENCES OF DOING NOTHING– RIGHTS NOT TAKEN UP........................................................................ 15
	5.5	ACCEPTANCEFORMS...................................................................................................................................... 15
	5.6	PAYMENT UPON TAKING UP YOURENTITLEMENT............................................................................................ 15
	5.7	OVERSEASSHAREHOLDERS............................................................................................................................. 15
6.	COMPANY OVERVIEW ..................................................................................................................................... 16
	6.1	BACKGROUND................................................................................................................................................. 16
	6.2	PROJECTS........................................................................................................................................................ 16
	6.3	OVERVIEW OFEXPLORATIONACTIVITIES........................................................................................................ 17
7.	DETAILS OF DIRECTORS................................................................................................................................. 22
8.	EFFECT OF THE ISSUE ON TASMAN AND USE OF PROCEEDS ............................................................. 23
	8.1	INTRODUCTION............................................................................................................................................... 23
	8.2	PRO-FORMACAPITAL STRUCTURE ON COMPLETION OF THERIGHTSISSUE...................................................... 23
	8.3	EFFECT ONSHAREHOLDERS............................................................................................................................ 24
	8.4	PURPOSE OF THISRIGHTSISSUE AND USE OF FUNDS RAISED UNDER THISRIGHTSISSUE.................................. 24
	8.5	ACCOUNTS& REPORTS AS AT30 JUNE2008................................................................................................... 24
	8.6	PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION(PRO-FORMA BALANCE SHEET) ................... 25
9.	RISK FACTORS ................................................................................................................................................... 26
	9.1	ECONOMICRISKS............................................................................................................................................ 26
	9.2	SECURITYINVESTMENTS................................................................................................................................. 26
	9.3	JOINTVENTUREPARTIES, AGENTS ANDCONTRACTORS.................................................................................. 26

PAGE 3

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

9.4	POTENTIALACQUISITIONS............................................................................................................................... 26
9.5	RELIANCE ONKEYPERSONNEL....................................................................................................................... 27
9.6	EXPLORATIONSUCCESS.................................................................................................................................. 27
9.7	RISKSSPECIFIC TO THECOMPANY.................................................................................................................. 27
9.7.1	OPERATINGRISKS........................................................................................................................................... 27
9.7.2	PRODUCTIONRISKS........................................................................................................................................ 28
9.8	COMMODITYPRICEVOLATILITY& EXCHANGERATERISKS........................................................................... 28
9.9	TITLERISKS ANDNATIVETITLE...................................................................................................................... 28
9.10	ENVIRONMENTALRISKS.................................................................................................................................. 29
9.11	SHAREMARKETCONDITIONS......................................................................................................................... 29
9.12	ILLIQUIDITY.................................................................................................................................................... 29
9.13	WORKINGCAPITAL......................................................................................................................................... 29
9.14	GENERALINVESTMENTRISKS......................................................................................................................... 30
9.15	NOFORMALVALUATION OFTENEMENT ORSHARES ORNEWOPTIONS.......................................................... 30
9.16	OTHERRISKS.................................................................................................................................................. 30
10. ADDITIONAL INFORMATION .................................................................................................................... 31
10.1	NATURE OF THISPROSPECTUS......................................................................................................................... 31
10.2	REGULAR REPORTING AND DISCLOSURE OBLIGATIONS.................................................................................... 31
10.3	YOUR RIGHT TO OBTAIN COPIES OFTASMAN DOCUMENTS.............................................................................. 32
10.4	RIGHTS ANDLIABILITIESATTACHING TOSHARES........................................................................................... 33
10.4.1	VOTINGRIGHTS......................................................................................................................................... 34
10.4.2	RIGHTS ONWINDINGUP............................................................................................................................ 34
10.4.3	TRANSFER OFSHARES................................................................................................................................ 34
10.4.4	FUTUREINCREASES INCAPITAL................................................................................................................. 34
10.4.5	VARIATION OFRIGHTS............................................................................................................................... 35
10.4.6	DIVIDENDRIGHTS...................................................................................................................................... 35
10.5	TERMS ANDCONDITIONS OF THENEWOPTIONS............................................................................................. 35
10.6	TERMS ANDCONDITIONS OF THEEXISTINGQUOTEDOPTIONS........................................................................ 36
10.7	SUMMARY OFMATERIALCONTRACTS............................................................................................................ 36
10.7.1	FARM-IN ANDJOINTVENTUREAGREEMENT WITHWCP RESOURCESLTD................................................. 36
10.7.2	MANAGEMENTSERVICESCONTRACT......................................................................................................... 37
10.7.3	DIAMONDSJOINTVENTURE WITHFLINDERSDIAMONDSLTD..................................................................... 38
10.7.4	AGREEMENT WITHFISSION......................................................................................................................... 38
10.8	INTERESTS OFDIRECTORS............................................................................................................................... 39
10.8.1	SHAREHOLDING ANDOPTION HOLDING OFDIRECTORS............................................................................... 39
10.8.2	DIRECTORS’ REMUNERATION..................................................................................................................... 40
10.8.3	DIRECTORS’ ANDOFFICERS’ INDEMNITY................................................................................................... 41
10.8.4	OTHERINTERESTS OFDIRECTORS.............................................................................................................. 41
10.9	INTERESTS OFNAMEDPERSONS...................................................................................................................... 41
10.10	CONSENTS.................................................................................................................................................. 42
10.11	EXPENSES OF THEISSUE............................................................................................................................. 42
10.12	LITIGATION................................................................................................................................................ 42
10.13	EMPLOYEEOPTIONS................................................................................................................................... 42
10.14	ACKNOWLEDGMENTANDPRIVACYSTATEMENT........................................................................................ 43
10.15	NOVALUATION.......................................................................................................................................... 44
10.16	DIVIDENDS................................................................................................................................................. 44
10.17	AUSTRALIAN ANDNEWZEALANDTAXATION IMPLICATIONS...................................................................... 44
11. CONSENT BY DIRECTORS .......................................................................................................................... 45
12. GLOSSARY NAMES AND TERMS .............................................................................................................. 46
ACCEPTANCE FORM .................................................................................................................................................. 50

PAGE 4

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

1. SUMMARY OF OFFER

1.1 Investment Highlights

Mining Projects

A portfolio of quality exploration projects in highly prospective geological terrains throughout South Australia and Queensland including:

A large tenement holding (approx. 3,743km[2] ) adjacent to BHP Billiton’s giant Olympic Dam Copper-Uranium-Gold-Silver mine, with similar style mineralisation at Titan prospect, and an essentially untested geophysical anomaly (gravity, magnetics and seismic) at Vulcan prospect, located about 30km north of Olympic Dam.
A new, epithermal gold-silver prospect, with low-moderate grade associated lead-zinc-silver mineralisation, discovered by Tasman in South Australia in 2007. The best drill intersection (21m at 21g/t Au and 83g/t Ag) has an untested zone of potential extension up to 1.6km to the west.
A substantial tenement position in the Gawler Craton which contains gold deposits (eg Challenger) and uranium discoveries (eg Warrior), and is also prospective for oil shale, nickel and diamonds.
Two project areas in Queensland; one located centrally in a very large, known oil shale province at Julia Creek, and another, Mirrica in essentially unexplored terrain on the edge of the Simpson Desert, where the target is primarily gold.

Investment in Eden Energy Ltd (“Eden”) (ASX Code “EDE”)

Tasman holds 35.12 million shares and 32.49 million options in Eden, (19.36% undiluted interest and 24.15% fully diluted).

Eden, is marketing in India, Hythane®, a blend of 20% hydrogen and 80% Natural Gas as an ultra clean, highly efficient premium blend of Natural Gas.
Eden holds a petroleum exploration licence and a number of geothermal licences in South Australia, and interests in a number of UK petroleum licences which are prospective for coal bed methane, natural gas and shale gas.

Investment in Fission Energy Ltd (“Fission”) (ASX Code “FIS”)

Tasman holds 25 million shares and 25 million options in Fission (20.96% undiluted interest and a 30.72% fully diluted).

Fission’s assets include:

A 50% share in the near surface Mt Thirsty cobalt-nickel-manganese oxide deposit in Western Australia containing a current JORC Inferred Resource of 14.8 million tonnes at 0.14% Co, 0.59% Ni and 0.99% Mn and a JORC Indicated Resource of 14.2 million tonnes at 0.11% Co, 0.52% Ni and 0.77% Mn.
The 100% owned Wynbring palaeochannel uranium discovery, on the Gawler Craton. This discovery, made by Fission in 2008, is currently being evaluated.
Uranium rights over most of Tasman’s South Australian tenements.

Qualifying Shareholders should carefully consider the risks associated with an investment in Tasman (which are set out in section 9 of this Prospectus) before deciding to apply for New Shares and New Options under this Prospectus.

___________________ SECTION 1 SUMMARY OF OFFER

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

PAGE 5

1.2 Keypoints

New Share Issue Price:	$0.02 per New Share
Qualifying Shareholder Entitlement:	1 New Share for every 4 Shares held
	on the Record Date (together with 1
	free accompanying New Option for
	every 1 Share acquired under this
	Prospectus)
Approximate number of New Shares to be issued under the	Up to 35,014,224*
Rights Issue:
Approximate number of New Options to be issued under the Rights Issue:	Up to 35,014,224*
Approximate amount to be raised under the Rights Issue (before Expenses of the Offer):	Up to $700,284

*On the assumption that none of the current Options of the Company are converted to Shares prior to the Record Date.

1.3 Summary of Important Dates

Lodgement of Prospectus with ASIC and Appendix 3B for New Shares with ASX	14 May 2009
Record Date to determine Entitlements	25 May 2009
Prospectus with Acceptance Form dispatched and Rights Issue opens	29 May 2009
Closing Date for acceptances	15 June 2009
Dispatch of holding statements	23 June 2009
Trading of New Shares on ASX expected to commence	26 June 2009

This timetable is indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to vary the above dates (including, without limitation, to extend the Closing Date or to close this Rights Issue early), or to withdraw this Rights Issue and Prospectus at any time, without prior notice. Any extension of the Closing Date will have a consequential effect on the date for the issue of the New Shares and New Options.

PAGE 6

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

2. CHAIRMAN’S LETTER

Dear Shareholder

The pro rata non-renounceable rights issue the subject of this Prospectus is aimed at raising additional working capital for Tasman Resources Ltd (“Tasman”).

Tasman has built up a substantial base of assets over the past seven years. These include substantial shareholdings in Eden Energy Ltd and Fission Energy Ltd, both of which were spinouts from Tasman. In addition, Tasman holds a large strategic tenement holding in South Australia, much of which is subject to joint ventures with a number of separate companies which have been funding the exploration. These tenements are prospective for a wide range of metals including copper, gold, silver, uranium, lead, zinc, nickel and oil shale.

The current rights issue is intended to be attractively priced to encourage shareholders to take up their entitlements and to hopefully reap significant rewards over the next few years, as the world emerges from the current global economic difficulties, and I commend it to you.

Yours sincerely

==> picture [184 x 33] intentionally omitted <==

Gregory H. Solomon Chairman

___________________ SECTION 2 CHAIRMAN’S LETTER

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

PAGE 7

3. PROSPECTUS INFORMATION

IMPORTANT NOTICE

This Prospectus is dated 14 May 2009.

A copy of this Prospectus was lodged with ASIC on 14 May 2009. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus.

This Prospectus contains an offer to Qualifying Shareholders whose registered addresses are in Australia and New Zealand, and has been prepared to comply with the requirements of the securities laws of Australia and New Zealand. Distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. No action has been taken to register this Prospectus, the New Shares or New Options or the Rights, or otherwise permit an offering of the New Shares or New Options or the Rights, in any jurisdiction outside of Australia or New Zealand.

No Shares or Options will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application will be made within 7 days after the date of this Prospectus for permission for the New Shares offered by this Prospectus to be admitted to Quotation on the ASX. The New Options will not be admitted to Quotation on the ASX unless the circumstances set out in section 4.11 of this Prospectus apply (which may not happen).

The New Shares and New Options offered by this Prospectus are of a speculative nature. Qualifying Shareholders should read this Prospectus in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for New Shares and New Options. In particular, it is important Qualifying Shareholders consider the risk factors (refer to sections 4.19 and 9 of this Prospectus) which could adversely affect the financial performance of the Company. The New Shares and New Options offered under this Prospectus carry no guarantee in respect of return of capital, return on capital investment, payment of dividends or the future value of the Shares or Options.

DISCLAIMER

No person is authorised to give any information or to make any representation in connection with the Rights Issue which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Tasman (or its Directors or advisers) in connection with the Rights Issue.

___________________ SECTION 3 PROSPECTUS INFORMATION

PAGE 8

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

PROSPECTUS AVAILABILITY

This Prospectus is available in a paper version only. Qualifying Shareholders with registered addresses in Australia and New Zealand will be sent a copy of this Prospectus on 29 May 2009. A personalised Acceptance Form will accompany the paper copy of the Prospectus which will be mailed to Qualifying Shareholders on 29 May 2009.

Neither this Prospectus nor the accompanying Acceptance Form may be sent to Qualifying Shareholders outside of Australia and New Zealand or otherwise distributed outside of Australia and New Zealand.

SECTION 713 OF THE CORPORATIONS ACT

This Prospectus contains an offer of continuously quoted securities (as defined in the Corporations Act) of Tasman, and has been prepared in accordance with section 713 of the Corporations Act (see section 10.1 of this Prospectus for further information).

DEFINITIONS AND ABBREVIATIONS

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identified by the use of an uppercase first letter. Details of the definitions and abbreviations used are set out in section 12 of this Prospectus.

___________________ SECTION 3 PROSPECTUS INFORMATION

PAGE 9

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

4. DETAILS OF THE OFFER

4.1 The Issue

A non-renounceable pro rata rights issue to Qualifying Shareholders of approximately 35 million New Shares and 35 million New Options (assuming that none of the current Options of the Company are converted to Shares prior to the Record Date) on the basis of 1 New Share for every 4 existing Shares held as at the Record Date at an issue price of 2 cents each, plus one free attaching New Option for every one New Share subscribed for under this Prospectus, to raise approximately $700,284 before Issue costs.

All New Shares issued pursuant to this Prospectus will be issued as fully paid ordinary shares and will rank equally in all respects with the Shares already on issue (see section 10.4 of this Prospectus).

The New Options will be issued on the terms and conditions specified in section 10.5 of this Prospectus. Each New Option is to acquire 1 fully paid ordinary Share at an exercise price of 10 cents per Share exercisable at any time up to and including 30 June 2012.

As the Rights Issue is non-renounceable, Qualifying Shareholders who do not wish to exercise their Rights to subscribe for some or all of the New Shares (and accompanying New Options) being offered to them under this Prospectus may not sell or otherwise transfer those Rights, and those Rights will lapse at the expiration of the Offer Period.

4.2 No Underwriting

The Issue is not being underwritten.

4.3 Entitlement to participate in the Rights Issue

Shareholders who are registered on the Company's Share Register and whose registered addresses are in Australia or New Zealand (Qualifying Shareholders) at the close of business on the Record Date, being 5.00 pm WST on 25 May 2009, are eligible to participate in the Offer.

Fractional Entitlements to New Shares (and accompanying New Options) will be rounded up to the nearest whole number of New Shares and New Options. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If Tasman considers that holdings have been split to take advantage of rounding, Tasman reserves the right to aggregate holdings held by associated Shareholders for the purpose of calculating Entitlements.

An Acceptance Form setting out each Qualifying Shareholder’s Entitlements to New Shares (and accompanying New Options) will accompany the Prospectus sent to that Shareholder.

4.4 Opening and Closing Dates

Tasman will accept applications from 29 May 2009 until 5.00pm WST on 15 June 2009 (the Closing Date), subject to the right of the Company in its absolute discretion to either close this Rights Issue at an earlier time and date or to extend the Closing Date without prior notice (subject to the requirements of the Corporations Act and Listing Rules).

No New Shares or New Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

___________________ SECTION 4 DETAILS OF THE OFFER

PAGE 10

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

4.5 Indicative Timetable

Please refer section 1.3 of this Prospectus for an indicative timetable for the Offer.

4.6 Acceptances

This Offer may be accepted by Qualifying Shareholders in whole or in part prior to the Closing Date subject to the right of the Company to extend the Offer Period or close the Offer early.

Instructions for accepting your Entitlement are set out in section 5 of this Prospectus and on the Acceptance Form which accompanies this Prospectus.

4.7 Application money

All Qualifying Shareholders who accept the Offer in its entirety will receive their Entitlement in full.

New Shares (and accompanying New Options) will be issued only after all Application Money has been received and ASX has granted permission for the New Shares to be quoted. It is expected that the New Shares and New Options will be issued on 23 June 2009 and the listing of the New Shares on ASX is expected to commence on 26 June 2009. The New Options will not be admitted to Quotation on the ASX, unless the circumstances set out in section 4.11 apply (which may not happen).

All Application Money received before New Shares and New Options are issued will be held in a special purpose trust account. After New Shares and New Options are issued to Applicants, the funds in the account plus accrued interest will be received by Tasman. All Application Moneys will be returned (without interest) if this Rights Issue is withdrawn or otherwise does not proceed.

If the New Shares are not admitted to Quotation by ASX within three months after the date of this Prospectus (or any longer period permitted by ASIC), Tasman will refund all Application Money in full.

4.8 Issue Outside Australia and New Zealand

This Prospectus does not constitute an offer of Securities in any place outside Australia and New Zealand in which, or to any person to whom, it would not be lawful to make such an offer or to issue the Prospectus. The distribution of this Prospectus and the accompanying Acceptance Form in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus and the accompanying Acceptance Form (including nominees, trustees or custodians) should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

No action has been taken to register the Rights, the New Shares or New Options or this Prospectus or otherwise permit an offering of the New Shares or New Options or the Rights in any jurisdiction outside of Australia or New Zealand. Without limitation, the Rights and the New Shares and New Options have not been, and will not be, registered under the US Securities Act 1993 (as amended) or the securities laws of any State of the United States of America and may not be offered in the United States of America or to, or for the account of or benefit of, US persons.

___________________ SECTION 4 DETAILS OF THE OFFER

PAGE 11

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

4.9 Treatment of Overseas Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand because of the small number of such Shareholders, the small number and value of the Securities which would be offered to such Shareholders and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand. The Prospectus will be sent to those Shareholders for their information only.

The Offer contained in this Prospectus to Qualifying Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

4.10 ASX Quotation of New Shares

Within seven (7) days after the date of this Prospectus, application will be made to the ASX for the New Shares offered by this Prospectus to be granted Quotation. If approval for Quotation is not granted within three (3) months after the date of this Prospectus (or any longer period permitted by ASIC), the Company will not allot or issue any New Shares (and accompanying New Options) pursuant to this Rights Issue and will repay all Application Moneys without interest as soon as practicable.

Subject to approval being granted by ASX, it is expected that the quotation and trading of the New Shares issued under this Rights Issue will commence on ASX on a normal basis on 26 June 2009.

It is the responsibility of all Qualifying Shareholders to determine their allocation prior to trading in New Shares. Qualifying Shareholders who sell New Shares before they receive their holding statements will do so at their own risk. Tasman disclaims all liability in tort (including negligence), statute or otherwise to persons who trade New Shares before receiving their holding statements.

ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares or New Options offered pursuant to this Prospectus.

4.11 ASX Quotation of New Options

4.11.1 Subject to paragraph 4.11.2, application will not be made to the ASX for the New Options offered by this Prospectus to be granted Quotation, and the New Options will not be granted Quotation and will not be able to be traded on the ASX.
4.11.2 If at least 100,000 New Options are issued under this Prospectus and those New Options are held by a minimum of 50 Qualifying Shareholders who each hold a marketable parcel of New Options (within the meaning given to that term in the procedures of the ASX Market Rules) and all of the requirements of the ASX Listing Rules applying to the quotation of an additional class of securities are satisfied, the Company may, after the Closing Date, make an application to the ASX for the New Options offered by this Prospectus to be granted Quotation. However, this Offer is not conditional upon the making of such an application, or on the New Options being granted Quotation, and there is no representation that this application will be made and/or that the New Options will be granted Quotation.

___________________ SECTION 4 DETAILS OF THE OFFER

PAGE 12

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

4.12 Market Price Of Shares

The lowest and highest market-traded prices of the Shares on the ASX during the three (3) months immediately preceding the date of this Prospectus, and the respective dates of those prices, were:

Highest: 4.5 cents on 13 May 2009; and
Lowest: 2.6 cents on 6 May 2009.

The approximate volume weighted average price of the Shares in that three month period was 3.02 cents.

The closing price for the Shares on the ASX on the day immediately prior to the date of this Prospectus was 4.0 cents on 13 May 2009.

4.13 CHESS

Tasman participates in the clearing house electronic sub-register system (“CHESS”), operated by ASX Settlement & Transfer Corporation Pty Ltd (“ASTC”) (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and SCH Business Rules. Tasman operates an electronic issuersponsored sub-register and an electronic CHESS sub-register. The two sub-registers together make up Tasman’s principal register of securities.

Under CHESS, the Company does not issue certificates to investors. Therefore Qualifying Shareholders who acquire New Shares and New Options will not receive a certificate but will receive an updated statement of their holdings, that will include the number of New Shares and New Options allotted to that Qualifying Shareholder under this Prospectus. The Statements will also advise Qualifying Shareholders of either their Holder Identification Number (HIN) in the case of the holding on the CHESS sub-register or Security Holding Reference Number (SRN) in the case of a holding on the issuer sponsored sub-register. A statement will be routinely sent to holders at the end of any calendar month during which their holding changes. A holder may request a statement at any other time, however a charge may be incurred for additional statements.

4.14 Rights and Liabilities attaching to New Shares and New Options

The New Shares will, once issued, rank equally in all respects (including as to dividend and bonus issues) with all existing Shares. The rights attached to the Shares are set out in Tasman’s Constitution, which may be examined free of charge by appointment between 9.00 am and 5.00 pm on normal business days at the registered office of Tasman at Level 40, Exchange Plaza, 2 The Esplanade, Perth and, in certain circumstances, is regulated by the Corporations Act, the Listing Rules and the general law. A summary of the principal rights attaching to the Shares is set out in section 10.4 of this Prospectus.

The New Options will be issued on the terms and conditions set out in section 10.5 of this Prospectus. The New Options are not being issued on the same terms and conditions as the Existing Quoted Options.

4.15 Pro-Forma Capital Structure

The pro-forma capital structure of Tasman (reflecting the issued and paid up capital structure of the Company upon completion of this Rights Issue) is set out in section 8.2 of this Prospectus.

___________________ SECTION 4 DETAILS OF THE OFFER

PAGE 13

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

4.16 Effect on existing Shareholders and Optionholders

As at the date of this Prospectus, the Company has on issue 140,056,896 Shares and 30,170,439 Existing Quoted Options. A summary of the terms and conditions on which the Existing Quoted Options have been issued are set out in section 10.6 of this Prospectus. In addition, the Company has issued to its employees 4,074,804 Employee Options. Details of the terms and conditions of the Employee Options are set out in section 10.13 of this Prospectus.

For the effect this Rights Issue will have on Shareholders’ and Optionholders’ existing interests, please see sections 4.17 and 8.3 of this Prospectus.

4.17 Existing Optionholders

Holders of existing Options may participate in this Rights Issue by exercising any or all of their Options prior to the Record Date. As at the date of this Prospectus there are 30,170,439 Existing Quoted Options and 4,074,804 Employee Options on issue in total.

Each Option entitles the holder to acquire 1 Share. All of these Options, except 400,000 Employee Options (which have not yet vested), are capable of being exercised. If all of the Options capable of exercise (33,845,243) were exercised before the Record Date, an additional 33,845,243 New Shares would be issued upon exercise of those Options. In addition, in the event that all of the Rights in respect of these additional Shares were subscribed for, an additional 8,461,311 New Shares (together with 8,461,311 accompanying New Options) would be issued under this Rights Issue, and a further $169,226 would be raised under this Rights Issue.

4.18 Shortfall

If this Offer is not fully subscribed, the Directors of the Company reserve the right, at their discretion, to issue any Shares not subscribed for within three months of the Closing Date at an issue price not less than the Issue Price.

4.19 Risk factors

In addition to the general risks applicable to all investments in listed companies, there are specific risks associated with an investment in Tasman, which are set out in section 9 of this Prospectus.

4.20 Enquiries In Relation to this Rights Issue

This Prospectus provides information for Qualifying Shareholders and should be read in its entirety. Enquiries concerning the Acceptance Form accompanying this Prospectus or about participation in this Rights Issue should be directed to Tasman by telephone on (08) 9282 5889 or facsimile on (08) 9282 5866.

If after reading this Prospectus or contacting Tasman you have any questions about any aspect of an investment in Tasman, please consult your stockbroker, accountant or independent financial advisor.

___________________ SECTION 4 DETAILS OF THE OFFER

PAGE 14

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

5. ACTION REQUIRED BY QUALIFYING SHAREHOLDERS

5.1 What you may do - choices available

If you are a Qualifying Shareholder, you may take any of the following actions:

take up all of your Rights (refer to section 5.2);
take up part of your Rights and allow the balance to lapse (refer to section 5.3); or
do nothing (refer to section 5.4).

You may not sell or otherwise transfer all or part of your Rights to another person.

5.2 Taking up all of your Rights

If you are a Qualifying Shareholder and you wish to take up all of your Rights, you must complete the personalised Acceptance Form accompanying this Prospectus in accordance with the instructions set out on that form.

You should then forward the completed Acceptance Form, together with your cheque, money order or bank draft for the Application Moneys, to reach one of the following addresses by no later than 5.00 pm WST on 15 June 2009:

By mail:	Tasman Resources Ltd
	c/- Advanced Share Registry Services
	PO Box 1156
	Nedlands, WA, 6909

By delivery: Tasman Resources Ltd c/- Advanced Share Registry Services 150 Stirling Highway Nedlands, WA, 6009

5.3 Taking up part of your Rights and allowing the balance to lapse

If you are a Qualifying Shareholder and wish to take up part of your Rights and allow the balance of your Rights to lapse, complete the accompanying Acceptance Form in accordance with the instructions set out in that form and forward this form, together with your cheque, money order or bank draft for the Application Moneys for the New Shares (and accompanying New Options) you wish to subscribe for, to reach one of the following addresses by no later than 5.00 pm WST on 15 June 2009:

By mail:	Tasman Resources Ltd
	c/- Advanced Share Registry Services
	PO Box 1156
	Nedlands, WA, 6909
By delivery:	Tasman Resources Ltd
	c/- Advanced Share Registry Services
	150 Stirling Highway
	Nedlands, WA, 6009

___________________ SECTION 5 ACTION REQUIRED BY QUALIFYING SHAREHOLDERS

PAGE 15

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

5.4 Consequences of doing nothing – Rights not taken up

If you decide not to take up all or part of your Rights, you do not need to do anything as any Rights not taken up will automatically lapse at the expiration of the Offer Period.

You will receive no benefit if you do not take up your Rights.

5.5 Acceptance Forms

New Shares and New Options will only be issued on receipt of an Acceptance Form which was issued together with this Prospectus.

A completed and lodged Acceptance Form, together with payment for the number of New Shares (and accompanying New Options) accepted, cannot be withdrawn and constitutes a binding application for, and acceptance of, the number of New Shares and New Options specified in the Acceptance Form on the terms set out in this Prospectus. The Acceptance Form does not need to be signed to be binding.

Acceptance Forms which do not specify an Australian or New Zealand address for service (or which are accompanied by payment drawn on a foreign bank account) will be rejected and returned unless Qualifying Shareholders provide evidence which satisfies Tasman that the issue of the New Shares and New Options will not contravene the laws of any other jurisdiction.

No brokerage or stamp duty is payable by Qualifying Shareholders on the issue of New Shares and New Options.

If the Acceptance Form is not completed correctly Tasman can reject it or treat it as valid. Tasman’s decision as to whether to reject the Acceptance Form or treat it as valid and how to construe, amend or complete it is final.

5.6 Payment upon taking up your Entitlement

Payment of the Issue Price for the number of New Shares and New Options accepted is payable in full on acceptance and must be made by cheque, money order or bank draft in Australian currency drawn on an Australian branch of a financial institution for the amount of the Application Money. Cheques, money orders or bank drafts must be payable to: “Tasman Resources Ltd Rights Issue” and crossed “Not Negotiable”. No brokerage or stamp duty is payable by Qualifying Shareholders. Do not forward cash. Receipts for payments will not be issued.

5.7 Overseas Shareholders

Shareholders with registered addresses outside Australia and New Zealand should refer to sections 4.8 and 4.9 of this Prospectus.

___________________ SECTION 5 ACTION REQUIRED BY QUALIFYING SHAREHOLDERS

PAGE 16

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

6. COMPANY OVERVIEW

6.1 Background

Tasman was incorporated on 30 June 1987 as PF Mining Shelf Co (No 19) NL and changed its name on 2 September 1987 to Tasman Resources NL.

Tasman was admitted to quotation on the official list of the ASX on 18 December 2001. On 23 January 2009 Tasman changed from a no liability company to a company limited by shares.

Tasman holds 21 granted exploration licences and 7 exploration licence applications in South Australia and Queensland.

Tasman holds 20.96% of the issued shares and 56.80% of the issued options (quoted and unquoted) in Fission Energy Ltd, which undertook an initial public offering in the first half of 2007 pursuant to a prospectus dated 11 April 2007 and was admitted to the Official List of the ASX on 14 June 2007. Fission Energy owns 50% of the Mt Thirsty Nickel-Cobalt Project in WA, with the other 50% held by Barra Resources Limited (ASX: BAR). Mt Thirsty has a current JORC Inferred Resource of 14.8 million tonnes at 0.14% Cobalt, 0.59% Nickel and 0.99% Manganese and a JORC Indicated Resource of 14.2 million tonnes at 0.11% Cobalt, 0.52% Nickel and 0.77% Manganese over an apparent strike of 1.3 kilometres and a width of around 800 metres.

Tasman’s wholly owned subsidiary, Noble Energy Ltd, holds 19.36% of the issued shares and 31.12% of the issued options (quoted and unquoted) in Eden Energy Ltd, which undertook an initial public offering in the first half of 2006 pursuant to a prospectus dated 29 March 2006 and was admitted to the Official List of the ASX on 1 June 2006.

Further information in relation to Tasman’s projects is contained in section 6.2 of this Prospectus.

6.2 Projects

Title Summary

The following table provides a summary of the tenements and applications held by Tasman, the total area of which is approximately 8,082km[2] .

			Area
State	Type	ID	Km2	Locality	Expiry Date	Note
Qld	EPM	15642	314	Mirrica North	29-Aug-12
Qld	EPM	15645	314	Mirrica South	29-Aug-12
Qld	EPMA	18066	314	Nelia Ponds	Application	4
Qld	EPMA	18067	314	Nelia West	Application	4
SA	EL	3306	435	Warrior	16-Feb-10	2b, 5
SA	EL	3307	194	Iron Knob	16-Feb-10	2c
SA	EL	3339	62	McDouall Peak	19-May-10	2b, 5
SA	EL	3340	172	Gina Outstation	19-May-10	2b, 5
SA	EL	3341	243	Muckanippie	19-May-10	2b, 5
SA	EL	3342	184	Garford	19-May-10	2b, 5
SA	EL	3343	361	Sandstone	19-May-10	2b, 5
SA	EL	3344	118	Commonwealth Hill	19-May-10	2b, 5
SA	EL	3345	119	Mulgathing Hill	19-May-10	2b, 5
SA	EL	3423	215	Wildingi Claypan	4-Oct-10	2b, 5

___________________ SECTION 6 COMPANY OVERVIEW

PAGE 17

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

SA	EL	3453	165	Reid Lookout	14-Nov-10	2b
SA	EL	3532	295	Galaxy Tank	21-Mar-11	2b, 5
SA	EL	3712	140	Sandy Tank	19-Feb-12	2b, 5
SA	EL	3739	40	Old Wartaka	11-Apr-12	2c
SA	EL	3901	745	Hedley Hill	22-Aug-12	1, 2a, 5
SA	EL	4168	75	Wartaka	29-Jul-13	2b
SA	EL	4188	444	Stuart Creek	7-Oct-13	2b, 5
SA	EL	4206	208	White Cliff	16-Nov-13	1, 2a, 5
SA	EL	4207	339	Porter Hill	16-Nov-13	1,2a, 5
SA	ELA	2008/434	298	Fergusson Hill	Application	1,2a,3, 5
SA	ELA	2008/435	12	Andamooka	Application	1,2a,3, 5
SA	ELA	2008/436	402	Todds Dam	Application	1,2a,3, 5
SA	ELA	2009/053	1,295	Andamooka North	Application	1,2a,3, 5
SA	ELA	2009/041	265	Childara Well	Application	4

Notes:

WCP claims a 25% interest in these tenements, which are the subject of the farm in and joint venture agreement between Tasman and WCP - see sections 6.3 and 10.7.1 of this Prospectus for further information.
Tasman assigned to Fission a:
a. 100% interest in Tasman’s interest in any Neoproterozoic and younger sediment hosted uranium, thorium or other radio-active mineralization which may be discovered in these tenements where the in-ground valuation of the uranium, thorium or other radio-active mineralisation in any defined resource is at least 50% of the value of any poly metallic deposit; and
b. 100% interest in all uranium mineralization which may be discovered in these tenements where the in-ground valuation of the uranium, thorium or other radio-active mineralisation in any defined resource is at least 50% of the value of any poly metallic deposit; and
c. 100% interest in all uranium mineralisation which may be discovered and which may be economically recovered in these tenements,

pursuant to an agreement made between Tasman and Fission on 2 April 2007 as amended by an agreement made between Tasman and Fission, undated (and therefore no longer has any interest in such mineralisation). See section 10.7.4 of this Prospectus for further information.

The ELs originally held by Tasman with respect to these areas have expired and Tasman has reapplied for new ELs to cover these areas. Tasman is not aware of any reason why these applications should not be successful.
These are new applications for EPMs and an EL which have not yet been granted.
These tenements are the subject of the diamonds joint venture with Flinders Diamonds Ltd – see section 10.7.3 of this Prospectus for further information.

6.3 Overview of Exploration Activities

The Company has exploration licences and applications located in South Australia and Queensland, and is targeting a range of commodities – gold, silver, copper, zinc, lead, nickel/cobalt, uranium and oil shale.

The Company is progressing exploration of the tenement package in projects where it is managing exploration such as Parkinson Dam, Julia Creek, Mirrica and Childara Well. In addition, exploration is being or has recently been conducted on Tasman’s tenements by joint venture partners Flinders Diamonds Ltd and WCP and, in the case of some of the tenements the subject of note 2 to the table in section 6.2, for uranium by Fission Energy Ltd. Fission has entered into a separate joint venture with Mega Hindmarsh governing the exploration for uranium in part of the Parkinson Dam project (ELs 3307 and 3739).

___________________ SECTION 6 COMPANY OVERVIEW

PAGE 18

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

DETAILS

BASE METAL EXPLORATION: LAKE TORRENS PROJECT

WCP Iron-Oxide Copper Gold Uranium Farmin / Joint Venture

Since February 2007 WCP has been managing exploration, under a farmin and joint venture, for basement-hosted mineralisation within the Lake Torrens Project, located immediately north and west of Olympic Dam. WCP has drilled a number of deep diamond drill holes and conducted geophysical surveys and other investigations.

On 11 February 2009, WCP issued a notice claiming it had expended $2.5 million in total in exploration costs, which would entitle it to a 25% interest in any basement-hosted mineralisation in the tenements the subject of the farmin and joint venture agreement (see note 1 to the table in section 6.2). Tasman is currently seeking to verify WCP’s claim that $2.5 million in exploration costs has been expended and is not presently satisfied that WCP has earned this interest.

On 3 March 2009, Tasman announced that, in its opinion, the farmin and joint venture agreement had terminated by operation of clause 4.3 of the agreement through WCP’s deemed withdrawal because of WCP’s failure to meet the minimum annual expenditure, a matter which WCP disputes.

Tasman’s Directors are hopeful that this dispute will be resolved in the next 2 to 3 months in accordance with the dispute resolution procedures in the Farmin / Joint Venture Agreement.

For further information in relation to this agreement, please refer to section 10.7.1 of this Prospectus.

The most attractive IOCGU target is at Vulcan prospect, located approximately 30km north northeast of Olympic Dam. Drilling of the top priority target still requires aboriginal heritage clearance, which to date, has not been obtained.

GOLD EXPLORATION: SOUTH AUSTRALIA

Parkinson Dam Epithermal Gold-Silver (Lead-Zinc) Project

The Parkinson Dam Project is located 60km west of Port Augusta in South Australia.

In 2008, Tasman completed the first phase of follow up drilling, testing the high-grade gold and silver mineralisation intersected in vertical hole PD 63 (21m at 21g/t Au and 83g/t Ag, including 9m down hole at 31g/t Au and 152g/t Ag). In summary, this drilling confirmed the continuity and orientation of the main structure targeted, obtaining narrow intersections of epithermal mineralisation equivalent to the high-grade veins in PD 63. Gold and silver assays were generally low to moderate grade over narrow widths (e.g. 1.7g/t Au and 3.2g/t Ag over 1m down hole in PD 71).

Thick, low-grade base metal (lead-zinc) mineralisation similar to that hit previously was also intersected (e.g. PD 71 returned an intersection of 55m down hole at 0.6% Zn and 0.4% Pb, including 8m at 1.3% Zn and 1.1% Pb.

To date, follow up drilling close to PD 63 has intersected moderately narrow mineralisation. However,

___________________ SECTION 6 COMPANY OVERVIEW

PAGE 19

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

the targeted structure hosting this mineralisation may possibly extend at least 1.6 km further west than the relatively small area so far tested.

Mapping has disclosed a large outcrop of mineralised, epithermal quartz veining (approximately 140m in strike outcrop, and one to three metres in width). This body trends in the same direction as the interpreted structure hosting the higher grade PD 63 mineralisation, and is located about 1.2km west of the drilling. The mineralised outcrop may form part of the same potential structure which is completely untested, and its surface projection largely concealed beneath alluvium and scree.

Tasman is considering a number of widely spaced, RC percussion drill holes along this interpreted structure, and beneath the outcropping zone of epithermal quartz veining, designed to verify the interpretation and highlight potential targets for closer spaced follow up drilling.

Tasman has also identified a number of other drill targets, including:

At least one hole to test the down-dip extension of the thick lead-zinc mineralisation previously intersected.
Elsewhere in the project area, for similar, (probably steeply dipping) high-grade gold-silver zones. Most of Tasman’s previous drilling at Parkinson Dam has not effectively tested for steep, high-grade structures, being focussed on testing around outcropping, relatively shallow dipping veins. The mineralised area at Parkinson Dam has not been fully defined, but is at least 2.5km[2 ] in area.

URANIUM: SOUTH AUSTRALIA

Childara Well Project, Central Gawler Craton

Tasman has applied for a 265km[2] Exploration Licence (ELA 2009/041) in the central Gawler Craton in South Australia. The application covers an interpreted Tertiary palaeochannel, which drains granites and volcanic rocks of the Hiltaba/Gawler Range Volcanics suite, and is believed to be prospective for sandstone-hosted uranium mineralisation.

Further evaluation of the area, including several reconnaissance drill traverses across the interpreted location of the palaeochannel will be considered upon granting of the tenement.

GOLD - BASE METAL EXPLORATION: QUEENSLAND

Mirrica Project

The Mirrica project is located on the eastern edge of the Simpson Desert approximately 350 km south-southwest of Mt Isa. Tasman’s principal exploration target is Mesoproterozoic gold and/or base metal mineralisation under relatively thin cover rocks of the Eromanga Basin and Simpson Desert sands.

Tasman completed a 4,268m shallow RAB drilling program in late-2008 without finding significant anomalism.

Tasman is currently reviewing the scope for further work on the project, and notes the discovery of

___________________ SECTION 6 COMPANY OVERVIEW

PAGE 20

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

highly anomalous gold, copper and bismuth results from surface rock chip sampling and outcropping copper mineralisation on an adjacent tenement to the north by Krucible Metals Ltd. The anomalism occurs along the Toomba Fault, which continues within Tasman’s tenements.

OIL SHALE: QUEENSLAND

Julia Creek Project

Tasman currently has two applications for exploration permits for minerals (EPMs) in the Julia Creek area 600km west of Townsville in north Queensland. The permits cover a total area of approximately 630 km[2] , and are prospective for oil shale and associated elements such as vanadium, molybdenum and uranium within the Toolebuc Formation.

Tasman’s EPM applications are interpreted to contain large areas of the Toolebuc Formation under cover at depths potentially amenable to open pit mining. This unit is a well-documented host for oil shale, with oil yields in the Julia Creek area reported from 55 to 100 litres per tonne, and averaging between 65 and 75 litres per tonne.

Tasman’s Julia Creek project straddles the Townsville - Mt Isa railway line and highway and is well serviced by local road networks. Unlike a number of other oil shale projects in Queensland located near the coast, Julia Creek is not likely to be affected by serious environmental issues.

Tasman is currently awaiting grant of these EPMs before commencing exploration and evaluation.

DIAMONDS EXPLORATION: SOUTH AUSTRALIA

Flinders Diamonds Ltd Joint Venture

Flinders Mines has a diamonds only joint venture with Tasman over all of Tasman’s tenements in South Australia, except for the Parkinson Dam Project. Under the joint venture, Flinders may earn 70% of the diamond rights by expenditure of $750,000 over a four-year period.

Following detailed helimag surveys, soil sampling and limited drilling in 2008, Flinders Mines drilled a further 40 holes into helimag-generated targets on the central Gawler Craton in early 2009. Analysis for the presence of indicator minerals is awaited.

CENTRAL GAWLER CRATON PROJECT – OTHER PROSPECTS

Central Gawler - Gold

Tasman’s tenements in the Central Gawler Craton are prospective for relatively small size but highgrade “Challenger-style” gold deposits.

At Skye prospect, previous drilling by Tasman intersected up to 3g/t Au over 6m in a RAB hole from 54 to 60m, including 8.3g/t Au from 56 to 57m.

In late-2008, Southern Gold reported encouraging results from shallow drilling (eg 23m at 3.12 g/t Au from 24m (including 9m at 7.7g/t Au from 26m) and 29m at 3.28 g/t Au from 23m (including 7m at 10.0 g/t Au from 31m) at Golf Bore and 27m @ 1.17 g/t Au from 28m (including 6m at 4.35 g/t Au

___________________ SECTION 6 COMPANY OVERVIEW

PAGE 21

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

from 29m) at Mainwood prospect. Golf Bore is several hundred metres directly along strike from Tasman’s Golf Bore North prospect.

Sturt Prospect – Nickel

The Sturt prospect is located within EL 3341 on the Gawler Craton, approximately 85km northwest of Tarcoola in South Australia. The area is considered prospective for nickel sulphide mineralisation following the identification of outcropping ultramafic rocks, a large magnetic anomaly, highly nickelanomalous surface samples and up to 1,400ppm Ni in initial RAB drilling by Tasman.

Tasman has postulated that a large mafic intrusion may be present in the area and extend for at least 8km within EL 3341. A moving loop ground EM survey was conducted over the Sturt nickel prospect in 2007, and several conductive targets were highlighted.

___________________ SECTION 6 COMPANY OVERVIEW

PAGE 22

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

7. DETAILS OF DIRECTORS

Gregory Howard Solomon, LLB (Executive Chairman)

Mr Solomon has been a director of the Company since its incorporation in 1987 and executive chairman since 1997 and is also a solicitor with more than 30 years Australian and international experience in a wide range of areas including mining and energy law, commercial negotiation (including numerous mining, energy and exploration joint ventures) and corporate law. He has held numerous directorships of various Australian public companies since 1984 including several resources and technology companies. He is also the chairman of Eden Energy Ltd, Fission Energy Ltd and a partner in the Western Australian legal firm Solomon Brothers.

Douglas Howard Solomon, LLB (Non-Executive Director)

Mr Solomon is a Barrister and Solicitor with more than 20 years experience in the areas of mining, corporate, commercial and property law and finance. He is a partner in the legal firm Solomon Brothers. He has been a director of the Company since the time of its incorporation in 1987, and is also a director of Eden Energy Ltd and Fission Energy Ltd. Mr Solomon has advised a wide range of national and international companies on many transactions and has significant experience in both negotiation and dispute resolution.

Guy Touzeau Le Page, B.A., B.Sc. (Hons), M.B.A., FFin, MAusIMM (Non-Executive Director)

Mr Le Page is currently a corporate adviser at RM Capital Pty Ltd specialising in resources. He is actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting and corporate advisory roles. Mr Le Page was Head of Research at Morgan Stockbroking Limited (Perth) prior to joining Tolhurst Noall as a Corporate Adviser in July of 1998. As Head of Research, Mr Le Page was responsible for the supervision of all Industrial and Resources research. As a Resources Analyst, Mr Le Page published detailed research on various mineral exploration and mining companies listed on the ASX. The majority of this research involved valuations of both exploration and production assets.

Prior to entering the stockbroking industry he spent 10 years as an exploration and mining geologist in Australia, Canada and the United States. His experience spans gold and base metal exploration and mining geology and he has acted as a consultant to private and public companies. This professional experience included the production of both technical and valuation reports for resource companies. Mr Le Page holds a Bachelor of Arts, a Bachelor of Science and a Masters Degree in Business Administration from the University of Adelaide, a Bachelor of Applied Science (Hons) from the Curtin University of Technology and a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia.

___________________ SECTION 7 DETAILS OF DIRECTORS

PAGE 23

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

8. EFFECT OF THE ISSUE ON TASMAN AND USE OF PROCEEDS

8.1 Introduction

If this Rights Issue is fully subscribed, the gross proceeds that will be raised by Tasman under this Rights Issue (before deducting the costs of this Rights Issue) is approximately $700,284 (on the assumption that none of the current Options of the Company are converted to Shares prior to the Record Date).

8.2 Pro-forma Capital structure on completion of the Rights Issue

The pro-forma capital structure of Tasman is set out below and reflects the issued and paid up capital structure of the Company assuming the Rights Issue is fully subscribed and assuming that none of the current Options of the Company are converted to Shares prior to the Record Date or before completion of this Rights Issue.


	Issued & Paid Up Capital

Shares and Options Presently on Issue No. of New Shares and New Options Now Offered (estimated) Total Shares and Options on Issue at completion of Rights Issue (estimated)	Shares	Percentage	Options (Existing Quoted, Employee Options and/or New Options)	Percentage
	140,056,896 35,014,224 175,071,120	80.00% 20.00% 100.00%	34,245,243* 35,014,224 69,259,467	49.44% 50.56% 100.00%

*The terms and conditions of the Existing Quoted Options and Employee Options currently on issue in the Company are detailed in sections 10.6 and 10.13 of this Prospectus.

On the assumptions set out above, a total of up to approximately 175,071,120 Shares and up to 69,259,467 Options will have been issued by the Company at the successful conclusion of this Rights Issue. The maximum number of New Shares and New Options which may be issued under this Rights Issue cannot be calculated precisely until Rights have been determined following the Record Date because of the rounding up of Entitlements to fractional New Shares and New Options.

SECTION 8 EFFECT OF THE ISSUE ON TASMAN AND USE OF PROCEEDS

PAGE 24

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

8.3 Effect on Shareholders

Qualifying Shareholders who take up their Rights in full will not have their interest in the Company diluted.

Qualifying Shareholders who do not exercise their Rights or only exercise their Rights in part will have their interest in the Company diluted.

Any Shareholder who is not a Qualifying Shareholder (for example, certain overseas Shareholders) will have their interest in the Company diluted.

8.4 Purpose of this Rights Issue and use of funds raised under this Rights Issue

The gross proceeds to be raised by Tasman under this Prospectus are approximately $700,284 (on the assumption that none of the current Options are exercised prior to the Record Date). The proceeds of the Rights Issue will be used by Tasman as follows:

(1) Firstly, to pay the expenses of the Issue (estimated at approximately $25,000 (plus GST)).
(2) Secondly, to fund on-going working capital requirements of the Company for the next 18 months.

If this Rights Issue is not fully subscribed, further capital will be required to be raised before the expiration of this 18 month period.

The funds raised will be augmented by any potential joint venture partner(s) which the Company may be able to secure.

Given the speculative nature of Tasman’s business, the intended allocation of funds as set out above may change depending upon market conditions and the results obtained in exploration programs.

Based on the information available to it and based on its current plans, the Directors believe that Tasman will be able to pay its debts as and when they fall due and, and assuming the Issue is fully subscribed, fund ongoing working capital requirements for up to 18 months.

8.5 Accounts & Reports as at 30 June 2008

The audited accounts and annual report for the financial year ending 30 June 2008 were released to ASX by Tasman on 27 October 2008.

___________________ SECTION 8 EFFECT OF THE ISSUE ON TASMAN AND USE OF PROCEEDS

PAGE 25

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

8.6 Pro-forma consolidated statement of financial position (proforma balance sheet)

The pro-forma Statement of Financial Position for the Company shows the impact on the financial position of Tasman of this Rights Issue (on the assumptions set out in section 8.2 of this Prospectus and net of the costs of this Rights Issue) as if they had occurred on 31 December 2008.

Pro Forma Balance Sheet

Audit Reviewed
31 December 2008
Unaudited Pro
Forma
31 December 2008
CURRENT ASSETS
Cash and Cash Equivalents
179,307
879,591
Trade and other receivables
358,744
358,744
Total Current Assets
538,051
1,238,335
NON-CURRENT ASSETS
Financial Assets
3,179,907
3,179,907
Exploration and Evaluation Expenditure
9,053,723
9,053,723
Property, Plant & Equipment
17,398
17,398
Total Non-Current Assets
12,251,028
12,251,028
TOTAL ASSETS
12,789,079
13,489,363
CURRENT LIABILITIES
Trade and other Payables
207,670
232,670
Interest Bearing Liabilities
168,191
168,191
Total Current Liabilities
375,861
400,861
TOTAL LIABILITIES
375,861
400,861
NET ASSETS
12,413,218
13,088,502
EQUITY
Issued Capital
15,807,322
16,482,606
Reserves
3,376,420
3,376,420
Retain Earnings/Accumulated (Losses)
(6,770,524)
(6,770,524)
TOTAL EQUITY
12,413,218
13,088,502

___________________ SECTION 8 EFFECT OF THE ISSUE ON TASMAN AND USE OF PROCEEDS

PAGE 26

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

9. RISK FACTORS

An investment in the Company carries risk and Qualifying Shareholders should consider the risk factors described in this section together with the information contained elsewhere in this Prospectus before deciding whether to apply for New Shares and New Options. Qualifying Shareholders should consult their professional advisers before deciding whether to accept this offer of New Shares and New Options. Neither Tasman nor its officers, employees, agents and advisers guarantee that any specific objectives of Tasman will be achieved or that any particular performance of the Shares or Options, including those offered under this Prospectus, will be achieved.

9.1 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration and development activities (as well as any future production activities), as well as on its ability to fund those activities.

9.2 Security Investments

Qualifying Shareholders should be aware that there are risks associated with any securities investment. Securities listed on a stock market, and in particular securities of mining and exploration companies, have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the Shares and New Options regardless of the Company's performance.

Mineral exploration and mining are speculative operations that may be hampered by circumstances beyond the control of the Company. Profitability depends on successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and proficient financial management.

Exploration in itself is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforseen events.

9.3 Joint Venture Parties, Agents and Contractors

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company is or may become a party or the insolvency or managerial failure by any of the contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

The Company is currently in dispute with WCP surrounding the farm in and joint venture agreement which it has entered into with WCP. See section 10.7.1 of this Prospectus for further information.

9.4 Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in companies, products, technologies or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products,

SECTION 9 RISK FACTORS

PAGE 27

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

technologies or resource projects. The Company has an existing equity investment in Fission and Eden (see section 6.1 of this Prospectus for further information). The value of these investments will fluctuate depending upon fluctuations in the market trading prices of the shares of Fission and Eden on the ASX.

9.5 Reliance on Key Personnel

The Company’s success depends largely on the core competencies of its Directors and management, and their familiarisation with, and ability to operate, in the metals and mining industry and the Company’s ability to retain its key executives.

9.6 Exploration Success

The tenements of the Company as described in this Prospectus are at various stages of exploration, and potential investors should understand that mineral exploration and development are high risk undertakings. There can be no assurance that exploration of the project areas described in this Prospectus, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. The success of the Company depends on the delineation of economically minable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company's exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

Exploration on the Company's existing exploration and mining tenements may be unsuccessful, resulting in a reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the exploration and mining tenements. Even if an apparently viable deposit is identified, there is no guarantee that it can be commercially exploited. Further, most of the tenements remain significantly unexplored and, with only limited exceptions, have no significant mining history and there is no certainty that the proposed exploration will reveal any mineable mineralisation or that any such mineralisation will ultimately be commercially viable.

9.7 Risks Specific to the Company

9.7.1 Operating Risks

The operations of the Company may be affected by various factors including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, inadequate water supplies, unanticipated technical or metallurgical problems which may affect extraction rates and costs, inability to obtain satisfactory joint venture partners, difficulties in obtaining requisite planning approvals, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the cost of consumables, spare parts, plant and equipment. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or operation of its tenements or its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

___________________ SECTION 9 RISK FACTORS

PAGE 28

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

9.7.2 Production Risks

Even assuming that viable deposits of minerals are located and able to be mined, the quality and rate of extraction of minerals will be variable (depending, for example on the size of the deposits, timing and/or success of development work and mineral quality). Production may be impacted or shut down for considerable periods of time due to any of the following factors:

government regulation;
processing interruptions;
equipment failure;
equipment or manpower shortages;
force majeure;
well blowouts;
explosions;
fires;
pollution;
releases of toxic gas; or
other environmental hazards and risks.

9.8 Commodity Price Volatility & Exchange Rate Risks

If the Company achieves success which results in mineral production (of which there is no guarantee), the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company, including supply and demand fluctuations for precious and base metals, technological advancement, forward selling activities and other micro and macro economic factors. International prices of various commodities are largely denominated in United States dollars, whereas the income and expenditure of the Company, whilst operating on Australian projects, will be in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar.

9.9 Title Risks and Native Title

Interests in exploration and mining tenements in Australia are governed by State legislation and are evidenced by the granting of leases or licences. Each lease or licence is for a specific term and carries with it annual expenditure and reporting conditions as well as other conditions requiring compliance. These conditions include the requirement, particularly for exploration licences, for compulsory reduction in the area held under licence from time to time. Consequently the Company could lose title to or its interest in the tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenements in which the Company has an interest or in the future may acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to obtain the consent of any relevant land owner, or to progress from the exploration phase to the development and mining phases of the operation, may be adversely affected. In addition, Aboriginal heritage sites are known to exist on various parts of the tenement areas, and exploration and mining activity is not permitted over such areas. The Directors closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

___________________ SECTION 9 RISK FACTORS

PAGE 29

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

9.10 Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. The Company attempts to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Although the Company is not aware of any endangered species of fauna or flora within the tenement area, no definitive study has been carried out over the area, and if any were discovered this could prevent mining occurring.

9.11 Share Market Conditions

The price of the New Shares when quoted on ASX will be influenced by international and domestic factors affecting market conditions in equity, financial and commodity markets. These factors may affect the share price for all listed companies, and the price of the Company’s Shares may fall or rise, and the price of the New Shares may trade below or above the Issue Price. The price of the Shares may be subject to varied and unpredictable influences on the market for equities and in particular, resources stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

9.12 Illiquidity

As it is not a condition of this Offer that the New Options be admitted to Quotation on the ASX, there may be no established market for trading the New Options.

9.13 Working Capital

The Company is only raising sufficient funds pursuant to this Rights Issue, assuming it is fully subscribed, to cover approximately 18 months of working capital requirements and, subject only to the terms of any joint venture or other commercial arrangement which may have been entered into, the Company is likely to have to raise further capital or borrow funds at the expiration of that period. If this Rights Issue is not fully subscribed, the Company is likely to have to raise further capital before the expiration of this 18 month period. There is no guarantee that such additional funds will be available to the Company, and the Company may be adversely affected in a material way if, for any reason, access to such funds is not available. The Company's activities will require substantial expenditures. If the Company is unable to use debt or equity to fund its operations after the substantial exhaustion of the net proceeds of the Offer there can be no assurances that the Company will have sufficient capital resources for that purpose or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Shareholders and any debt financing if available may involve restrictive covenants, which limit the Company's operations and business strategy.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

___________________ SECTION 9 RISK FACTORS

PAGE 30

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

9.14 General Investment Risks

In addition, there is a risk that the value of the Shares and New Options and returns to Shareholders may be affected by changes in many general factors including local and world economic conditions and outlook, general movements in local and international stock markets, investor sentiment, interest rates, the rate of inflation, currency exchange rates, levels of tax, taxation law and accounting practice, government legislation or intervention, inflation or inflationary expectations, natural disasters, social disorder or war in Australia or overseas, international hostilities and acts of terrorism, as well as many other factors which are beyond the control of the Company.

9.15 No Formal Valuation of Tenement or Shares or New Options

No formal valuation of any of the Company’s tenements and/or the Shares or New Options has been carried out.

9.16 Other Risks

The above list of risk factors is not exhaustive of the risks faced by the Company and its Shareholders. The above risks, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares and New Options offered under this Prospectus. Therefore, no assurances or guarantees of future profitability, distributions, payment of dividend, return of capital or performance of the Company or its Securities can be, or is, provided by the Company.

___________________ SECTION 9 RISK FACTORS

PAGE 31

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

10. ADDITIONAL INFORMATION

10.1 Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. That section enables listed disclosing entities to issue a prospectus with less rigorous disclosure requirements if:

the securities offered by the prospectus are in a class of securities that have been quoted securities at all times in the 12 months before the date of the prospectus or are options to acquire such securities; and
the company is not subject to certain exemptions or declarations prescribed by the Corporations Act.

Securities are quoted securities if:

the company is included in the Official List of ASX; and
the Listing Rules apply to those securities.

The information in this Prospectus principally concerns the terms and conditions of this Rights Issue and the information necessary to make an informed assessment of:

the effect of this Rights Issue on Tasman; and
the rights and liabilities attaching to the New Shares and New Options offered by this Prospectus.

The Prospectus is intended to be read in conjunction with the publicly available information in relation to Tasman which has been notified to ASX. This Prospectus does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that was not already listed on a stock exchange. Qualifying Shareholders should therefore also have regard to the other publicly available information in relation to Tasman before making a decision whether or not to invest in New Shares and New Options.

10.2 Regular reporting and disclosure obligations

Tasman is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

These obligations require Tasman to notify ASX of information about specified events and matters as they arise for the purposes of ASX making that information available to the stock market conducted by ASX. In particular, Tasman has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning Tasman which a reasonable person would expect to have a material effect on the price or value of securities in Tasman. Tasman is required to lodge with ASX quarterly reports which include details about its production, development and exploration activities.

As Tasman has been listed on ASX since 18 December 2001 a large amount of information concerning Tasman has previously been notified to ASX and is therefore publicly available.

Tasman is also required to prepare and lodge with ASIC both yearly and half yearly financial statements accompanied by a Directors’ statement and report and an auditors report.

All announcements made by Tasman are available from ASX.

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 32

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

10.3 Your right to obtain copies of Tasman documents

Copies of any documents in relation to Tasman which have been lodged with ASIC may be obtained from, or inspected at, an ASIC office or viewed on Tasman’s website at www.tasmanresources.com.au.

During the period that this Rights Issue remains open, Tasman will provide copies of the following to any person on request, free of charge:

(a) Tasman’s annual financial report for the year ended 30 June 2008, being the last annual financial report that has been lodged with ASIC before lodgement of this Prospectus;
(b) Tasman’s half year financial report for the period ended 31 December 2008, which was lodged with ASIC after the annual financial report referred to in paragraph (a) above;
(c) any continuous disclosure notices used to notify ASX of information relating to Tasman between 30 June 2008 and the date of lodgement of this Prospectus. The following documents were lodged with ASX in relation to Tasman between 30 June 2008 and the date of lodgement of this Prospectus:

Lodgement Date	Document Description
08.05.09	Non Renounceable Issue
08.05.09	Non Renounceable Issue
29.04.09	Quarterly Activities and Cashflow Report
17.04.2009	Appendix 3B
18.03.2009	Appendix 3B
16.03.2009	Half Year Accounts
05.03.2009	Lake Torrens Farmin Agreement Dispute – WCP Resources Ltd
04.03.2009	WCP: WCP Response to Tasman Notice of Termination
03.03.2009	Notice of Termination of Farmin Agreement
16.02.2009	Company Secretary Appointment/Resignation
11.02.2009	WCP: Lake Torrens IOCGU Update
10.02.2009	WCP Force Majeure Notice
09.02.2009	Response to ASX Appendix 5B Query
09.02.2009	WCP: Lake Torrens IOCGU Project Force Majeure Dispute Notice
09.02.2009	WCP: Lake Torrens IOCGU Project – Force Majeure Invoked
30.01.2009	Second Quarter Activities and Cash Flow Reports
29.01.2009	Change of Company Type
24.12.2008	Appendix 3B – Option Exercise
03.12.2008	AGM Presentation – Competent Persons Statement
28.11.2008	Change of Director’s Interest Notice
28.11.2008	Change of Director’s Interest Notice

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 33

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

Lodgement Date	Document Description
28.11.2008	New Constitution
28.11.2008	AGM Presentation
28.11.2008	Results of Meeting
26.11.2008	Pro-Rata Non-Renounceable Issue
17.11.2008	Company Secretary Appointment
13.11.2008	Change of Director’s Interest Notice
13.11.2008	Change of Director’s Interest Notice
05.11.2008	Offer Documentation and Entitlement Form
05.11.2008	Cleansing Notice
30.10.2008	First Quarter Activities and Cash Flow Reports
27.10.2008	Letter to Shareholders Pro-Rata Non-Renounceable Issue
27.10.2008	Annual Report to shareholders
27.10.2008	Notice of Annual General Meeting / Proxy Form
20.10.2008	Cleansing Notice
20.10.2008	Appendix 3B Pro-Rata Non-Renounceable Rights Issue
20.10.2008	Pro-Rata Non-Renounceable Rights Issue
16.10.2008	Issue and Lapse of ESOP Options
01.10.2008	FIS: New Joint Venture with Mega Uranium at Parkinson Dam SA
01.10.2008	Full Year Statutory Accounts
31.07.2008	Fourth Quarter Activities and Cash Flow Reports
18.07.2008	Change of Director’s Interest Notice
15.07.2008	Media release re potential Oil Shale Deposit in SA
15.07.2008	Oil Shale Potential in Central South Australia
14.07.2008	Trading Halt Request
14.07.2008	Trading Halt
01.07.2008	Appendix 3B – Option Exercise
01.07.2008	Results of Meeting

10.4 Rights and Liabilities Attaching to Shares

Full details of the rights and liabilities attaching to Shares are set out in the Company’s Constitution, a copy of which can be inspected, free of charge, at the Company’s registered office during normal business hours.

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 34

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

The following is a broad summary of the rights, privileges, liabilities and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

All New Shares issued pursuant to this Prospectus will, from the time they are issued, rank pari passu with all of the Company’s existing Shares.

10.4.1 Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at meetings of Shareholders of the Company:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote (provided that if a Shareholder has appointed more than one person as proxy, attorney or representative, none of the representatives, proxies or attorneys is entitled to vote); and
(c) on a poll, every person present who is a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion which the amount paid up or agreed to be considered as paid up on the total issue price of that Share at the time the poll is taken is of the total issue price of the Shares.

10.4.2 Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid Shares held by them (and a partly paid share is counted as a fraction of a fully paid Share equal to the amount paid on it, divided by the total issue price of the share).

10.4.3 Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act, and any other laws and SCH Business Rules and Listing Rules, Shares are freely transferable.

10.4.4 Future Increases in Capital

The issue of any Shares is under the control of the Board. Subject to restrictions on the issue of Shares to Directors or their associates, the Listing Rules, the Constitution of the Company and the Corporations Act, the Board may issue or otherwise dispose of Shares on the terms and conditions and for the consideration it thinks fit.

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 35

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

10.4.5 Variation of Rights

Under the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of shareholders, vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

10.4.6 Dividend Rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company that the Directors determine to distribute by way of dividend are payable on each Share on the basis of the proportion to which the amount paid is of the total amounts paid, agreed to be considered to be paid or payable on the Share.

10.5 Terms and Conditions of the New Options

The New Options will be issued on the following terms and conditions:

The New Options are exercisable at any time prior to 5.00pm WST 30 June 2012 (the Expiry Date). New Options not exercised on or before the Expiry Date will automatically lapse.
The New Options may be exercised wholly or in part by completing a notice of exercise of options in a form approved by the Company ( Notice of Exercise ) to be delivered to the Company's registered office and received by it any time prior to the Expiry Date.
The New Options entitle the holder to subscribe (in respect of each New Option held) for one fully paid ordinary Share at an exercise price per New Option of 10 cents.
Upon the exercise of the New Options and receipt of all relevant documents and payment, Shares will be issued ranking pari passu with the then issued Shares. If at the date of exercise of the New Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Official Quotation.
Any Notice of Exercise received by the Company on or prior to the Expiry Date will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.
There are no participating entitlements inherent in the New Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the New Options. Prior to any new pro rata issue of securities to Shareholders, holders of New Options will be notified by the Company and will be afforded 10 Business Days before the Record Date (as defined in the Listing Rules to determine entitlements to the issue), to exercise New Options.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of New Options or the exercise price of the New Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of New Options which are not being conferred on Shareholders and (subject to the provisions with respect to rounding of

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 36

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of New Options shall remain unchanged. For these purposes, the rights of the Option Holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganization.
The New Options may be transferred at any time prior to the Expiry Date.
Shares issued pursuant to the exercise of a New Option will be issued not more than 14 days after the Notice of Exercise.

10.6 Terms and Conditions of the Existing Quoted Options

The Existing Quoted Options have been issued on the same terms and conditions on which the New Options are to be issued (see section 10.5 above) save and except that:

they are exercisable at any time prior to 5.00pm WST 31 December 2009; and
they entitle the holder to subscribe (in respect of each Existing Quoted Option held) for one fully paid ordinary Share at an exercise price per Existing Quoted Option of 20 cents

10.7 Summary of Material Contracts

The Directors of Tasman consider the various contracts summarised below may be material to the Rights Issue or the operation of the business of Tasman.

10.7.1 Farm-In and Joint Venture Agreement with WCP Resources Ltd

On 12 February 2007, the Company entered into a Farm-in and Joint Venture Lake Torrens IOCGU Project Agreement with WCP in relation to those tenements the subject of note 1 to the table in section 6.2 (“the Tenements”). Pursuant to this agreement:-

(1) WCP issued to Tasman 1,000,000 fully paid ordinary shares in WCP.
(2) Tasman granted to WCP the right to earn a 25% interest in the Tenements and in the Included Mineral Rights (see paragraph (3) below), free from all encumbrances, but excluding the Excluded Mineral Rights (see paragraph (4) below) (“the Farmin Interest”) by:-
(a) spending $750,000 (or such greater amount as is required to keep the Tenements in good standing at all times) (“ the Minimum Expenditure Commitment”) on exploration costs during the period of 12 months from 12 February 2007 and a minimum of $1,000,000 per year thereafter; and
(b) spending $2,500,000 (“the Farmin Amount”) (inclusive of the Minimum Expenditure Commitment) on exploration costs within the period between 12 February 2007 and the first to occur of:
- (i) the date upon which the aggregate of the expenditure incurred by WCP is equal to $2,500,000; and
- (ii) the expiration of 3 years 12 February 2007,

(“the Farmin Period”).

(3) The Included Mineral Rights means the mineral rights in respect of Included Minerals, namely:

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 37

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

(a) subject to paragraph (ii), those minerals which occur within the pre-Neoproterozoic basement which underlies and/or is older than the Neoproterozoic sequences that belong to the Adelaidean rift system. For the avoidance of doubt, Included Minerals includes minerals that occur within the fluvial sedimentary sequence that comprises the Mesoproterozoic Pandurra Formation;
(b) does not include all Neoproterozoic and younger sediment hosted Mineralisation, which phrase includes but is not limited to gold and/or base metal mineralisation commonly described as Mississippi Valley Type Mineralisation, Sedex Type Mineralisation, or Sandstone Hosted mineralisation, roll-front uranium mineralisation and diamonds.
(4) The Excluded Mineral Rights means the mineral rights in respect of the Excluded Minerals, namely all minerals other than the Included Minerals.

WCP claim to have earned a 25% interest in the Tenements and in the Included Mineral Rights on the basis set out in paragraph 2(b) above (and claim that the Company and WCP are now associated in a contractual joint venture for the exploration and evaluation and, if warranted, development and exploitation of Included Minerals within the Tenements on the terms contained in the agreement).

The Company is investigating this claim and has requested WPC provide it with documentation and information in support of its claim. As at the date of this Prospectus, that request has not been fully complied with. As a result, the Company is not presently satisfied that WCP has earned the 25% interest in the Tenements which it is claiming and is presently disputing WCP’s earn-in notice dated 11 February 2009.

The Company has issued a demand to WCP to pay to the Company the sum of $713,848 on account of a shortfall in expenditure during the 12 months ending 11 February 2009. This demand is disputed by WCP. The disputes between WCP and the Company have not been resolved as at the date of this Prospectus.

10.7.2 Management Services Contract

A Management Services Contract between the Company and Princebrook Pty Ltd (a company of which Gregory Solomon and Douglas Solomon are directors and shareholders) pursuant to which Princebrook Pty Ltd provides office accommodation, accounting, company secretarial, secretarial, and administrative services, photocopying, telephones, facsimiles and related services for a monthly fee (“the Fee”) (subject to adjustment in accordance with changes in the consumer price index) plus a monthly administration fee of 5% of the Fee, to cover out of pocket expenses. The contract was for an initial 5 year period commencing on 15 August 2001. Princebrook Pty Ltd exercised its option to renew the contract for a further 5 year term commencing on 15 August 2006, however the contract is terminable, inter alia, by either party giving 3 months notice to the other party at any time. The Fee was initially $12,500 per month but was increased by agreement to $17,950 per month with effect from 26 May 2008 to cover the cost of providing a Chief Financial Officer who is now also provided by Princebrook Pty Ltd. GST will be payable in addition on all fees.

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 38

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

10.7.3 Diamonds Joint Venture with Flinders Diamonds Ltd

On 27 April 2007 the Company entered into a joint venture with Flinders Diamonds Ltd (“FDL”) in relation to those tenements the subject of note 5 to the table in section 6.2 (“the Tenements”) to explore for diamonds and, if warranted, to develop mining and processing operations. Pursuant to this agreement:-

(1) FDL has the right to earn an interest in the diamond mineral rights in the Tenements.
(2) FDL has committed to spend a total of $750,000.00 on a sole contributor basis in exploration activities on the Tenements over a four year period to earn an interest of 70% in the diamond rights and has committed to expending:
(a) by the first anniversary of the date of this agreement, a minimum of $100,000.00 in exploration activities on the Tenements;
(b) during the period commencing on the date of this agreement and expiring on the second anniversary thereof, a minimum of $250,000.00 in exploration activities on the Tenements; and
(c) during the period commencing on the date of this agreement and expiring on the third anniversary thereof, a minimum of $400,000.00 in exploration activities on the Tenements.
(3) FDL is required to expend not less than $250,000.00 prior to any withdrawal from this agreement.
(4) If FDL fails to spend a total of $750,000.00 within four years of the date of this agreement, or the minimum amount specified in paragraph (2) above during the relevant years of this agreement, in exploration activities on the Tenements it will be deemed to have withdrawn from this agreement.
(5) If the Company enters into any future agreements with other parties in respect of the Tenements, it will ensure that those agreements are subject to the terms of this agreement and that the parties undertake to be bound by the terms of this agreement.
(6) The Company is required to pay any rents and rates in respect of the Tenements, to manage the Tenements on behalf of the parties and to keep the Tenements in good standing.
(7) After FDL has farmed in, by expenditure of $750,000.00 on exploration activities on the Tenements and thereby earned its 70% interest in the diamond rights, a joint venture will be formed to explore for and, if warranted, develop mining and processing operations for diamonds. If any party’s interest reduces to 10%, they will be deemed to have withdrawn from the joint venture and their equity in the joint venture will be transferred to the other party. If a party withdraws, it shall retain a 1.5% royalty on net diamond sales after costs of diamond production and sales from the Tenements.
(8) FDL shall be the manager of exploration activities on the Tenements while it remains the sole contributor to diamond exploration expenditure.

10.7.4 Agreement with Fission

By an agreement made between the Company and Fission Energy Ltd on 2 April 2007 (as amended by a subsequent agreement made between the Company and Fission, undated), the Company assigned to Fission a:

a. 100% interest in Tasman’s interest in any Neoproterozoic and younger sediment hosted uranium, thorium or other radio-active mineralization which may be discovered in those tenements the

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 39

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

subject of note 2a to the table in section 6.2, where the in-ground valuation of the uranium, thorium or other radio-active mineralisation in any defined resource is at least 50% of the value of any poly metallic deposit; and

b. 100% interest in all uranium mineralization which may be discovered in those tenements the subject of note 2b to the table in section 6.2, where the in-ground valuation of the uranium, thorium or other radio-active mineralisation in any defined resource is at least 50% of the value of any poly metallic deposit; and
c. 100% interest in all uranium mineralisation which may be discovered and which may be economically recovered in tenements EL 3307 and EL 3739,
(and the Company no longer has any interest in such mineralisation).

The Company holds such uranium mineralisation in such tenements upon trust for Fission absolutely and is required to deal with such mineralisation in such tenements only as directed in writing by Fission from time to time.

Both the Company and Fission are entitled to spend such money on exploration, development and mining on such tenements as they consider appropriate in their sole and absolute discretion and neither party shall be required to spend any minimum amount in any period.

The agreement requires the Company and Fission to cooperate and coordinate their activities in good faith so as not to conflict or interfere with the activities of the other within such tenements and provides a procedure for notification of proposed activities and dealing with conflicts which may arise.

10.8 Interests of Directors

Other than as set out below or as set out elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:-

(a) The promotion or formation of the Company;
(b) Property acquired or proposed to be acquired by the Company in connection with its promotion or formation or the offer of New Shares or New Options under this Prospectus; or
(c) The offer of New Shares or New Options under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director other than as set out below:

(a) to induce him to become, or to qualify him, as a Director; or
(b) for services rendered by him in connection with the formation or promotion of the Company or the offer of New Shares or New Options under this Prospectus.

10.8.1 Shareholding and Option holding of Directors

As at the date of this Prospectus all of the directors hold Shares and Existing Quoted Options in the Company. The Directors are all Qualifying Shareholders and will therefore receive Rights to subscribe for New Shares (and accompanying New Options) pursuant to this Rights Issue. Gregory Solomon and Douglas Solomon intend to take up all of their Rights under this Rights Issue.

The relevant interest of each of the Directors in the Shares and Options of the Company as at the date of this Prospectus, and assuming they take up their Rights in full by applying for all of the New Shares

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 40

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

(and accompanying New Options) to which they are entitled under this Rights Issue, is as follows:


	Gregory Solomon	Douglas Solomon	Guy Le Page
Note	1	2	3
No. of Shares held	22,538,678	22,281,199	1,784,821
No. of New Shares offered under this Rights Issue (estimated)	5,634,670	5,570,300	446,206
No. of Shares held on completion of this Rights Issue (estimated)	28,173,348	27,851,499	2,231,027
Total No. Shares on Issue on completion of this Rights Issue (estimated)	175,071,120	175,071,120	175,071,120
No. of Existing Quoted Options held	5,923,251	5,867,046	181,112
No. of New Options offered under this Rights Issue (estimated)	5,634,670	5,570,300	446,206
No. of Options held on Completion of this Rights Issue (estimated)	11,557,921	11,437,346	627,318
Total No. Options on Issue on completion of this Rights Issue (estimated)	69,259,467	69,259,467	69,259,467

Note 1 All Shares are either held by a family trust associated with Gregory Solomon, by his superannuation fund or by him personally.

Note 2 All Shares are either held by a family trust associated with Douglas Solomon, by his superannuation fund or by him personally.

Note 3 All Shares are held by a company associated with Guy Le Page.

10.8.2 Directors’ Remuneration

Non executive directors’ fees not exceeding an aggregate of $72,000 per annum have been approved by the Company in general meeting. Levels of these fees may be varied by the Company in general meeting according to its Constitution. As at the date of this Prospectus, directors’ fees of $24,000 per annum plus superannuation for each non-executive director are being, and will continue to be, paid.

The remuneration of any executive director will be fixed by the Directors and may be paid by way of fixed salary or based on agreed hourly rates according to time spent, up to an agreed maximum amount. At the date of this Prospectus, Tasman does not have any contractual obligations with respect to executive directors but it has been resolved to pay Gregory Solomon an annual fee of $120,000 plus superannuation for acting as executive chairman. This fee has not been increased since the Company was listed in 2001.

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 41

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

10.8.3 Directors’ And Officers’ Indemnity

In accordance with the Constitution and to the extent permitted by law, the Company must indemnify each Director and other officers of the Company out of the assets of the Company against any liability incurred by them in or arising out of:-

the conduct of the business of the Company; or
the discharge of their duties,

unless the liability was incurred by them through their own dishonesty, negligence, lack of good faith or breach of duty.

10.8.4 Other Interests of Directors

Gregory Solomon and Douglas Solomon are partners in the legal firm Solomon Brothers that will receive legal fees of approximately $10,000 (plus GST) for services performed in relation to the preparation of this Prospectus. Further, the Company uses, and will continue to use, the services of Princebrook Pty Ltd, a company of which Gregory Solomon and Douglas Solomon are shareholders and directors, to provide all office, accommodation, use of office equipment, accounting, secretarial and management services to the Company at a cost of $17,950 (plus GST) per month plus an administration fee of 5% plus GST as detailed in section 10.7.2 of this Prospectus.

10.9 Interests of Named Persons

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoter or stockbroker to the Company or broker has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of New Shares or New Options under this Prospectus; or
(c) the offer of New Shares or New Options under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the offer of New Shares or New Options under this Prospectus.

Solomon Brothers, Solicitors, a firm of which Gregory Solomon and Douglas Solomon are partners, will receive professional fees of approximately $10,000 (plus GST) for legal work undertaken by Solomon Brothers in connection with this Prospectus and for work performed in relation to the due diligence process. In addition, Solomon Brothers received legal fees on account of professional services rendered to the Company of approximately $28,000 for the financial year ended 30 June 2007 and approximately $42,000 for the financial year ended 30 June 2008, primarily for acting as legal advisers and preparing the necessary documentation for various capital raisings during this period.

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 42

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

RM Capital Pty Ltd, a company controlled by Guy Le Page, received professional fees on account of services rendered to the Company of $6,000 for the financial year ended 30 June 2007 and $5,000 for the financial year ended 30 June 2008. In addition, RM Capital Pty Ltd received approximately $56,000 in the financial year ended 30 June 2007 by way of commission on the placement of Shares.

10.10 Consents

The following persons have consented to being named in the Prospectus but have not authorised or caused the issue of this Prospectus or made any statements that are included in the Prospectus and to the maximum extent permitted by law, expressly disclaims and take no responsibility for any part of the Prospectus other than their consent to be named in the Prospectus, and have not withdrawn their consent before the lodgement of this Prospectus with the ASIC:-

(1) Solomon Brothers as Solicitors to the Company; (2) Advanced Share Registry Services as the Share Registry.

10.11 Expenses of the Issue

It is estimated that approximately $25,000 (exclusive of GST) will be payable by the Company in respect of legal, printing, ASIC and ASX fees and other costs arising from this Prospectus and this Rights Issue, as follows:

ASIC prospectus lodgement fee ASX quotation fees Legal fees and expenses Other expenses (including printing) Total	$ 2,010.00 $ 3,600.00 $ 10,000.00 $ 9,390.00 $ 25,000.00

10.12 Litigation

The Company is not involved in any litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company. A number of issues are currently in dispute between the Company and WCP pursuant to the farm-in and joint venture agreement to which they are parties (see section 10.7.1 of this Prospectus for further information).

10.13 Employee Options

As at the date of this Prospectus, 4,074,804 Options (in total) are on issue to 3 employees of the Company. Each of these Options entitle the holder to subscribe for one Share in the Company. The important terms and conditions of these Options are as follows:

A. On 14 August 2006, 2,800,000 Options were issued to four employees of the Company under the Company’s ESOP, free of charge, each of which Options entitle the employee holder to subscribe for 1 Share at an exercise price of 20 cents at any time on or before 30 August 2009. The Options issued to two of these employees (800,000 in total) have now lapsed, leaving a balance of 2,000,000 Options.

SECTION 10 ADDITIONAL INFORMATION

PAGE 43

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

B. On 16 October 2008, 500,000 Options (of which 400,000 have not yet vested) were issued to one employee of the Company, free of charge, each of which Options entitle the employee holder to subscribe for 1 Share at an exercise price of 12 cents at any time on or before 26 May 2013. The 400,000 unvested Options shall vest as to 100,000 Options each on 26 May 2009, 26 May 2010, 26 May 2011 and 26 May 2012.
C. On 16 April 2009, 1,574,804 Options were issued to two employees of the Company, free of charge, each of which Options entitle the employee holder to subscribe for 1 share at an exercise price of 10 cents at any time on or before 16 April 2012.

Under the ESOP, if the employee optionholder leaves the employment of the Company:

(i) two years or more after the Options are issued to them; or
(ii) because of retirement at or after 55 years of age, permanent disablement, retrenchment, death or any other circumstances approved by the Board,

the Options may be exercised within 30 days (or three months in the case of death), or any longer period permitted by the Board. If not exercised in that time, the Options lapse.

If the employee optionholder leaves the employment of the Company earlier than two years after the Options are issued to them and paragraph (ii) above does not apply, the Options lapse.

If an employee optionholder acts fraudulently, dishonestly or in breach of obligations to the Company or any subsidiary then, at the Board’s discretion, Options issued to them will lapse.

10.14 Acknowledgment And Privacy Statement

By returning an Acceptance Form, each Qualifying Shareholder acknowledges that they have received and read this Prospectus.

As Qualifying Shareholders are already shareholders of Tasman, Tasman and its share registry (Advanced Share Registry Services) have already collected certain personal information from Qualifying Shareholders. However, if Qualifying Shareholders apply for New Shares and New Options pursuant to this Prospectus, they will be supplying new, additional, or updated personal information (by its inclusion on the Acceptance Form) to Tasman.

The information included on an Acceptance Form is used for the purposes of processing the Acceptance Form and to administer the Shareholder’s holding of Shares and New Options. By submitting an Acceptance Form, each Shareholder agrees that the Company may use the information provided by a Shareholder on the Acceptance Form for the purposes set out in this privacy statement and may disclose it for those purposes to Advanced Share Registry Services and the Company’s related bodies corporate, agents and contractors and third party service providers, including mailing houses, professional advisers (e.g. auditors, lawyers and accountants), intellectual technology support providers and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares and Options held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a

SECTION 10 ADDITIONAL INFORMATION

PAGE 44

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

Shareholder. Information contained in the Company’s register is also used to facilitate payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company wishes to communicate to its Shareholders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act, Shareholders have a right to gain access to personal information that the Company holds about that person, subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

If you do not provide the information required on the Acceptance Form, the Company may not be able to accept or process your Acceptance Form.

10.15 No Valuation

No formal valuation has been completed of the exploration assets of the Company or the Shares or New Options.

10.16 Dividends

The Board is not able to indicate when and if dividends will be paid in the future, as payment of any dividend will depend on the future profitability, financial position and cash requirements of Tasman.

10.17 Australian and New Zealand Taxation implications

The acquisition and disposal of New Shares and New Options in Tasman will have tax consequences in both Australia and New Zealand that will differ depending upon the individual financial affairs of each Qualifying Shareholder. The Directors consider that it is not appropriate to give Qualifying Shareholders advice regarding the taxation consequences of subscribing for New Shares and New Options under this Prospectus. All Qualifying Shareholders applying for New Shares and New Options are therefore first urged to obtain independent financial advice about the consequences of acquiring the New Shares and New Options from a taxation viewpoint and generally. Qualifying Shareholders should consult their own professional tax advisers in connection with subscribing for New Shares and New Options under this Prospectus.

___________________ SECTION 10 ADDITIONAL INFORMATION

PAGE 45

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

11. CONSENT BY DIRECTORS

Each of the Directors of Tasman Resources Ltd has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act.

Dated the 14[th] day of May 2009

==> picture [184 x 33] intentionally omitted <==

_________ Signed for and on behalf of Tasman Resources Ltd

By Gregory Howard Solomon (Chairman)

___________________ SECTION 11 CONSENT BY DIRECTORS

PAGE 46

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

12. GLOSSARY NAMES AND TERMS

Acceptance Form means the entitlement and acceptance form attached to and forming part of this Prospectus.

Application means a valid application to subscribe for New Shares and accompanying New Options.

Application Moneys means the sum of two cents (2 cents) per New Share payable on submission of an Acceptance Form pursuant to this Prospectus.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (A.C.N 008 504 532).

ASX means ASX Limited (A.C.N 008 624 691) or the Australian Securities Exchange, as the context requires.

Board means the board of Directors unless the context indicates otherwise;

Business Day means a day on which trading takes place on the stock market of ASX.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means 15 June 2009 or such other date as may be determined by the Company under this Prospectus.

Company means Tasman Resources Ltd (A.C.N. 009 253 187 ).

Constitution means the constitution of the Company.

Corporations Act and Act means the Corporations Act (2001) (C’th) of Australia.

Directors means the directors of the Company from time to time.

Dollars or $ means Australian dollars unless otherwise stated.

Eden means Eden Energy Ltd (A.C.N. 109 200 900).

Employee Options means the unlisted options granted to employees of the Company the details of which are set out in section 10.13 of this Prospectus.

Entitlement means a Qualifying Shareholder’s entitlement to subscribe for New Shares (and accompanying New Options) offered by this Prospectus on the basis of 1 New Share for every 4 Shares held by the Qualifying Shareholder as at the Record Date.

ESOP means the Tasman Resources Employee Share Option Scheme.

Existing Quoted Options means the 30,170,439 Options listed on the ASX.

Fission means Fission Energy Ltd (A.C.N. 119 057 457).

PAGE 47

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

Glossary means this glossary.

Issue has the same meaning as Rights Issue.

Issue Price means two cents ($0.02) per New Share.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Mining Act means the Mining Act 1971 (SA).

Noble means Noble Energy Ltd (A.C.N. 115 057 586).

New Option means an option to be issued under this Prospectus to subscribe for one Share in the Company at $0.10 on or before 30 June 2012.

New Share means a Share to be issued under this Prospectus.

Offer means the offer of 1 New Share (with 1 free attaching New Option for every 1 New Share subscribed for under this Prospectus) for every 4 existing Shares held by a Qualifying Shareholder at the Record Date at an issue price of 2 cents per New Share contained in this Prospectus.

Option means an option to subscribe for a Share.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the Official List of the ASX.

Opening Date means the date on which the Offer opens.

Option Holders means those parties holding Options to acquire Shares in Tasman.

Prospectus means the prospectus constituted by this document.

Qualifying Shareholder means a holder of Shares registered on the Company’s Share Register at 5:00pm WST on the Record Date and whose registered address is in Australia or New Zealand.

Quotation means quotation of the Shares on ASX.

Record Date means 5.00pm WST on 25 May 2009.

Rights means the right to subscribe for New Shares (with attaching New Options) under this Prospectus.

Rights Issue has the same meaning as the Offer.

SCH Business Rules means the business rules of the securities clearing house which operates CHESS.

Securities means the New Shares and New Options to be issued under this Prospectus.

Share means one fully paid ordinary share in the capital of the Company.

PAGE 48

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

Shareholder means the holder of a Share in the Company.

Tasman or the Company means Tasman Resources Ltd (A.C.N. 009 253 187). WCP means WCP Resources Ltd (A.C.N. 002 664 495).

WST means Western Standard Time, Perth, Western Australia.

PAGE 49

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK

PAGE 50

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

Acceptance Form

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER .

ACN 009 253 187

REGISTERED OFFICE:

Level 40 Exchange Plaza 2 The Esplanade Perth WA 6000

«NAME» «ADD1» «ADD2» «ADD3» «ADD4» «ADD5»

SHARE REGISTRY: Advanced Share Registry Services All Corro to : 150 Stirling Highway, Nedlands WA 6009 Telephone: (08) 9389 8033 Facsimile: (08)9389 7871 Holder Number: «HOLD_NO» Entitlement No: «ENT_NO» «SUB_REG»

Shareholding at 5.00pm Entitlement to New Total amount WST on 25 May 2009 Shares 1:4 payable on acceptance @ $0.02 per New Share «NO_SHRS» «ENTMNT» «AMOUNT»

A NON-RENOUNCEABLE ISSUE OF 1 FULLY PAID ORDINARY SHARE AT A PRICE OF 2 CENTS EACH ON THE BASIS OF 1 NEW SHARE (AND 1 NEW OPTION FOR EVERY 1 NEW SHARE SUBSCRIBED FOR) FOR EVERY 4 FULLY PAID ORDINARY SHARES HELD.

To the Directors, TASMAN RESOURCES LTD

(1) I/We the abovenamed being registered on 25 May 2009(at 5.00pm Australian WST) as the holder(s) of ordinary shares in your Company hereby accept and apply for the belowmentioned New Shares (and accompanying New Options) where indicated, to be issued in accordance with the terms of the Prospectus accompanying this form.

ENTITLEMENT TO NEW SHARES @ $0.02 PER SHARE AMOUNT ENCLOSED (OR PART THEREOF) $ AUD$ (2) I/We enclose my/our cheque made payable to TASMAN RESOURCES LTD – RIGHTS ISSUE , for the amount shown being payment at the rate of $0.02 per New Share applied for. (3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of New Shares (and accompanying New Options) allotted to me/us. (4) I/We agree to be bound by the Constitution of the Company. (5) If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it, shall be final. (6) My/Our contact numbers in case of enquiries are: Telephone Facsimile Area Code Area Code

NOTE: Only cheques and/or bank drafts in Australian currency and drawn or payable on a bank within Australia should be sent, made payable to TASMAN RESOURCES LTD – RIGHTS ISSUE crossed Not Negotiable and forwarded to Advanced Share Registry Services together with this Acceptance Form to arrive NO LATER THAN 5.00PM WST ON 15 June 2009

THIS FORM DOES NOT REQUIRE SIGNING

PAGE 51

TASMAN RESOURCES LTD NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED THIS ISSUE CLOSES 5.00PM WST ON 15 JUNE 2009

A

To Accept all New Shares offered

Return this Acceptance Form with your cheque for the full amount of your Entitlement, to Advanced Share Registry Services, PO Box 1156, Nedlands, WA, 6909 or 150 Stirling Highway, Nedlands, WA, 6009 by 5pm WST on 15 June 2009. No signature is required.

B To accept some of the New Shares offered and allow the remaining Rights to lapse

Insert in the boxes on the front of this Form: (ii) the number of New Shares accepted; and (iii) the amount of the cheque for those New Shares.

IMPORTANT NOTE: This offer is not being made in any jurisdiction other than Australia and New Zealand. In accepting your Entitlement you represent and warrant that (unless otherwise agreed with the Company) you are not in any jurisdiction other than Australia or New Zealand and are not acting on a nondiscretionary basis for the account or benefit of any person in a jurisdiction other than Australia or New Zealand.

AI assistant

TASMAN RESOURCES LTD — Capital/Financing Update 2009

65896_rns_2009-05-14_790ee830-b235-478c-a66d-76991b6fc89c.pdf

NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

Important Information

CONTENTS

1. SUMMARY OF OFFER

1.1 Investment Highlights

Mining Projects

Investment in Eden Energy Ltd (“Eden”) (ASX Code “EDE”)

Investment in Fission Energy Ltd (“Fission”) (ASX Code “FIS”)

1.2 Keypoints

1.3 Summary of Important Dates

2. CHAIRMAN’S LETTER

Gregory H. Solomon Chairman

3. PROSPECTUS INFORMATION

IMPORTANT NOTICE

DISCLAIMER

PROSPECTUS AVAILABILITY

SECTION 713 OF THE CORPORATIONS ACT

DEFINITIONS AND ABBREVIATIONS

4. DETAILS OF THE OFFER

4.1 The Issue

4.2 No Underwriting

4.3 Entitlement to participate in the Rights Issue

4.4 Opening and Closing Dates

4.5 Indicative Timetable

4.6 Acceptances

4.7 Application money

4.8 Issue Outside Australia and New Zealand

4.9 Treatment of Overseas Shareholders

4.10 ASX Quotation of New Shares

4.11 ASX Quotation of New Options

4.12 Market Price Of Shares

4.13 CHESS

4.14 Rights and Liabilities attaching to New Shares and New Options

4.15 Pro-Forma Capital Structure

4.16 Effect on existing Shareholders and Optionholders

4.17 Existing Optionholders

4.18 Shortfall

4.19 Risk factors

4.20 Enquiries In Relation to this Rights Issue

5. ACTION REQUIRED BY QUALIFYING SHAREHOLDERS

5.1 What you may do - choices available

5.2 Taking up all of your Rights

5.3 Taking up part of your Rights and allowing the balance to lapse

5.4 Consequences of doing nothing – Rights not taken up

5.5 Acceptance Forms

New Shares and New Options will only be issued on receipt of an Acceptance Form which was issued together with this Prospectus.

5.6 Payment upon taking up your Entitlement

5.7 Overseas Shareholders

6. COMPANY OVERVIEW

6.1 Background

6.2 Projects

Title Summary

6.3 Overview of Exploration Activities

DETAILS

BASE METAL EXPLORATION: LAKE TORRENS PROJECT

WCP Iron-Oxide Copper Gold Uranium Farmin / Joint Venture

GOLD EXPLORATION: SOUTH AUSTRALIA

Parkinson Dam Epithermal Gold-Silver (Lead-Zinc) Project

URANIUM: SOUTH AUSTRALIA

Childara Well Project, Central Gawler Craton

GOLD - BASE METAL EXPLORATION: QUEENSLAND

Mirrica Project

OIL SHALE: QUEENSLAND

Julia Creek Project

DIAMONDS EXPLORATION: SOUTH AUSTRALIA

Flinders Diamonds Ltd Joint Venture

CENTRAL GAWLER CRATON PROJECT – OTHER PROSPECTS

Central Gawler - Gold

Sturt Prospect – Nickel

7. DETAILS OF DIRECTORS

Gregory Howard Solomon, LLB (Executive Chairman)

Douglas Howard Solomon, LLB (Non-Executive Director)

Guy Touzeau Le Page, B.A., B.Sc. (Hons), M.B.A., FFin, MAusIMM (Non-Executive Director)

8. EFFECT OF THE ISSUE ON TASMAN AND USE OF PROCEEDS

8.1 Introduction

8.2 Pro-forma Capital structure on completion of the Rights Issue

8.3 Effect on Shareholders

TASMAN RESOURCES LTD Capital/Financing Update 2009