Prosperity Resources Limited : Loan Conversion Finalised and Appendix 3B

PROSPERITY RESOURCES LIMITED

100 Parry Street

PERTH WA 6000

PO Box 7516

CLOISTERS SQUARE WA 6850

Tel: [phone]

Fax: [phone] [e-mail] www.prosperity.net.au

18 April 2012

LOAN CONVERSION FINALISED

Prosperity Resources Limited (ASX: PSP, "Company") advises that the following credit facility has been converted at the election of the lender into shares in the Company with the terms as follows:

Lender: Resource Global Finance Ltd

Loan amount: USD500,000

Interest rate: Nil

Loan due date: 30 June 2012

Conversion amount: USD500,000

Conversion date: 17 April 2012

Other loan terms: Unchanged

Conversion price: AUD 3 cents per share

Number of shares: 16,153,001

Exchange rate: AUD1 = USD1.0318, per the Reserve Bank of Australia's

published USD/AUD exchange rate on the conversion date

The shares were issued pursuant to the Company's announcement dated 28 December

2011, and a resolution of shareholders at the Company's Annual General Meeting held on

18 January 2012.

Garry Taylor

Company Secretary

ABN 60 103 280 235

Appendix 3B

New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents

given to ASX become ASX's property and may be made public.

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

Name of entity

Prosperity Resources Limited

ABN

60 103 280 235

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

a. Ordinary shares

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

a. 16,153,001 ordinary shares,

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for

payment; if +convertible securities, the conversion price and dates for conversion)

a. Fully Paid Ordinary shares

+ See chapter 19 for defined terms.

Appendix 3B Page 2 24/10/2005

Appendix 3B New issue announcement

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state: