Issue of Incentive Options

32/2017 - 15 września 2017

PRAIRIE MINING LIMITED

NEWS RELEASE | 15 SEPTEMBER 2017

Appendix 3B – Issue of Incentive Options

Prairie Mining Limited (Company) announces that 500,000 Incentive Options exercisable at $0.60 each on or before 31 March 2020 (vesting on 30 June 2018 or on a change in control) have been issued today to a key consultant of the Company in order to provide an incentive linked to the performance of the Company.

For further information, please contact:

Prairie Mining Limited Tel: +44 207 478 3900

Ben Stoikovich, Chief Executive Officer Email: info@pdz.com.au

Sapan Ghai, Head of Corporate Development

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

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

Name of entity

PRAIRIE MINING LIMITED

ABN

23 008 677 852

We (the entity) give ASX the following information.

Part 1 All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued Incentive Options

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 500,000

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) Incentive Options exercisable at $0.60 each on or before 31 March 2020 vesting on 30 June 2018 or on a change in control

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment No – not listed

5 Issue price or consideration Nil – see below

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Incentive Options granted to a key consultant of the Company

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i No

6b The date the security holder resolution under rule 7.1A was passed Not applicable

6c Number of +securities issued without security holder approval under rule 7.1 Not applicable

6d Number of +securities issued with security holder approval under rule 7.1A Not applicable

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f Number of +securities issued under an exception in rule 7.2 Not applicable

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. Not applicable

6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements Not applicable

6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Rule 7.1 – 24,199,345

Rule 7.1A – Not applicable

7 +Issue dates

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

Cross reference: item 33 of Appendix 3B. 15 September 2017

Number +Class

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

167,498,969 Ordinary Shares

Number +Class

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

1,400,000

200,000

900,000

700,000

12,575,000

44,776,120

22,388,060

5,711,805 Options exercisable at $0.45 each on or before 30 June 2018

Options exercisable at $0.50 each on or before 31 March 2020

Options exercisable at $0.60 each on or before 31 March 2020

Options exercisable at $0.80 each on or before 31 March 2020

Performance share rights subject to various performance conditions to be satisfied prior to relevant milestones or expiry dates between 31 December 2017 and 31 December 2020

Convertible loan note with a principal amount of $15,000,000, exchangeable into 44,776,120 ordinary shares at a conversion price of $0.335 per share with no expiry date („Loan Note 1”).

Agreement to issue unlisted options exercisable at $0.60 each expiring 3 years after conversion of Loan Note 1.

Convertible loan note with a principal amount of $2,627,430, convertible into 5,711,805 ordinary shares at a conversion price of $0.46 per share with no expiry date („Loan Note 2”)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Not applicable

Part 2 Pro rata issue

11 Is security holder approval required?

Not applicable

12 Is the issue renounceable or non-renounceable? Not applicable

13 Ratio in which the +securities will be offered Not applicable

14 +Class of +securities to which the offer relates Not applicable

15 +Record date to determine entitlements Not applicable

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not applicable

17 Policy for deciding entitlements in relation to fractions

Not applicable

18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7. Not applicable

19 Closing date for receipt of acceptances or renunciations Not applicable

20 Names of any underwriters

Not applicable

21 Amount of any underwriting fee or commission Not applicable

22 Names of any brokers to the issue

Not applicable

23 Fee or commission payable to the broker to the issue Not applicable

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders Not applicable

25 If the issue is contingent on security holders’ approval, the date of the meeting Not applicable

26 Date entitlement and acceptance form and offer documents will be sent to persons entitled Not applicable

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders Not applicable

28 Date rights trading will begin (if applicable) Not applicable

29 Date rights trading will end (if applicable)

Not applicable

30 How do security holders sell their entitlements in full through a broker? Not applicable

31 How do security holders sell part of their entitlements through a broker and accept for the balance? Not applicable

32 How do security holders dispose of their entitlements (except by sale through a broker)? Not applicable

33 +Issue date

Not applicable

Part 3 Quotation of securities

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

34 Type of +securities

(tick one)

(a) 0

+Securities described in Part 1

(b) 0

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 0

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36 0

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

37 0

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38 Number of +securities for which +quotation is sought

Not applicable

39 +Class of +securities for which quotation is sought

Not applicable

40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Not applicable

41 Reason for request for quotation now

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

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

Not applicable

Number +Class

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

Not applicable Not applicable

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted +quotation.

• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

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

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

[signed electronically without signature]

Sign here: …………………………………………………… Date: 15 September 2017

(Director/Company secretary)

Print name: Dylan Browne

== == == == ==

Appendix 3B – Annexure 1

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

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate „A”, the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 151,608,969

Add the following:

• Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

11,500,000 Ordinary shares (3 April 2017)

570,000 ordinary shares (9 June 2017)

2,110,000 ordinary shares (16 June 2017)

1,340,000 ordinary shares (6 July 2017)

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period Nil

„A” 167,128,969

Step 2: Calculate 15% of „A”

„B” 0.15

[Note: this value cannot be changed]

Multiply „A” by 0.15 25,069,345

Step 3: Calculate „C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

250,000 Ordinary shares (2 Dec 2016)

120,000 Ordinary shares (17 Mar 2017)

500,000 Incentive options (15 Sep 2017)

„C” 870,000

Step 4: Subtract „C” from [„A” x „B”] to calculate remaining placement capacity under rule 7.1

„A” x 0.15

Note: number must be same as shown in Step 2 25,069,345

Subtract „C”

Note: number must be same as shown in Step 3 870,000

Total [„A” x 0.15] – „C” 24,199,345

[Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate „A”, the base figure from which the placement capacity is calculated

„A”

Note: number must be same as shown in Step 1 of Part 1 Not applicable

Step 2: Calculate 10% of „A”

„D” 0.10

Note: this value cannot be changed

Multiply „A” by 0.10 Not applicable

Step 3: Calculate „E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items Not applicable

„E” Not applicable

Step 4: Subtract „E” from [„A” x „D”] to calculate remaining placement capacity under rule 7.1A

„A” x 0.10

Note: number must be same as shown in Step 2 Not applicable

Subtract „E”

Note: number must be same as shown in Step 3 Not applicable

Total [„A” x 0.10] – „E” Not applicable

Note: this is the remaining placement capacity under rule 7.1A