Pilbara Minerals : Appendix 3B (30-Jul-2014)

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

ABN

We (the entity) give ASX the following information.

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

1 +Class of +securities issued or to
be issued

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

3 Principal terms of the +securities

Ordinary Shares

86,399,973

(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)

Ordinary fully paid shares issued under Share

Purchase Plan announced 7 July 2014

+ See chapter 19 for defined terms.

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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)orinterestpayment

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

Yes, all shares issued will rank equally with Pilbara Minerals fully paid ordinary shares trading on the ASX under Code PLS.

5 Issue price or consideration (a) 1.5 cents per share
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)

(a) The funds raised from the issue will primarily be used for development of the Company's Tabba Tabba project and working capital.

6a Is the entity an +eligible entity
that has obtained security holder No
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

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

+ See chapter 19 for defined terms.

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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

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.

30/07/2014

8 Number and +class of all +securities quoted on ASX (including the

+securities in section 2 if applicable)

Number +Class

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

9 Number and +class of all +securities not quoted on ASX (including the

+securities in section 2 if applicable)

49,999,991

246,700

1,253,300

Options with an exercise price of $0.03 and an expiration date of March 25,

2017

Convertible Notes with a face value of $1.00 per note maturing on the earlier of a Conversion Date or 25

September 2015

Convertible Notes with a face value of $1.00 per note maturing on the earlier of a Conversion Date or 30

November 2015

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

Full participation in any future dividends.

11-­‐33 Not applicable

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013

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

34 Type of +securities
(tick one)
(a) +Securities described in Part 1
(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible

securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 -­‐ 1,000
1,001 -­‐ 5,000
5,001 -­‐ 10,000
10,001 -­‐ 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38-­‐42 Not applicable

+ See chapter 19 for defined terms.

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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.

Sign here: Date: 30 July 2014 (Company Secretary)

Print name: Zane Lewis

== == == == ==

+ See chapter 19 for defined terms.

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