ADDRESS PHONE EMAIL

PO Box 35 +61 (8) 9295 0388 [email protected] WA 6906 Australia +61 (8) 9295 3480 www.frontierresources.com.au

ABN 96 095 684 389

ASX Limited Company Announcements Office

Announcement

14th August 2009

NON-RENOUNCEABLE RIGHTS ISSUE

Frontier Resources Ltd (Frontier) is pleased to announce that it will lodge a prospectus with ASIC and the ASX today for a non-renounceable rights issue (Rights Issue) on the basis of 1 New Share for every 1 Existing Share held on the Record Date at a price of 3.5 cents, with 1 free-attaching New Option for every 1 New Share subscribed for (with an exercise price of 4.5 cents, exercisable on or before 3 December 2010).

The maximum number of New Shares which may be issued under the Rights Issue is 148,866,279 to raise up to A\$5,210,320 (before the costs of the Rights Issue).

Frontier's ongoing strategy has five prongs, with funds raised under the Offer to be used to:

Advance the Narrawa and Stormont Deposits in Tasmania toward development;
o Initiate obtaining a Mining Lease(s) from Mineral Resources Tasmania;
o Continue feasibility studies on the Deposits including resource expansion and infill drilling to allow upgrading of the resources and estimation of a reserve;
o Evaluate development scenarios for the deposits including Frontier mining and treating the mineralisation, toll milling and other options;
o Assess the proximal high-grade tungsten mineralisation potential at Narrawa by drilling, to determine if it can contribute to the Narrawa gold-lead-zinc-silver mining operation;
o Assess alternate metallurgical treatment options that could be more effective and/or capable of also extracting the associated bismuth at Stormont and tungsten at Narrawa.
Drill test and define resources at the Esis porphyry copper Deposit on the island of New Britain in PNG. The targets are a World Class primary copper deposit and/or a more easily developed, near surface and higher average grade, secondary (supergene) copper deposit;
Initiate surface exploration and undertake extensive hand trenching on the multiple very high-grade gold targets at Bulago in PNG to define the mineralised horizons and future drilling targets;
Advance the remaining tenements held by Frontier in PNG and Tasmania with cost effective exploration and/or by looking to enter into and fund joint ventures to advance these tenements (* Frontier has agreed to sell EL 1596 for A\$300,000 cash);
Complete the construction of 3 new diamond drilling rigs for Frontier's use or sale.
To provide working capital

The Rights Issue is not underwritten.

Timetable

The current proposed timetable for the Rights Issue is documented below. The dates are indicative only and Frontier reserves the right to vary the dates (subject to the Corporations Act and the ASX Listing Rules).

Activity	Date
Announcement of Offer	14 August 2009
Lodge Appendix 3B and Prospectus with ASIC and ASX	14 August 2009
Dispatch of notices to Shareholders informing them of the Rights Issue	17 August 2009
Shares trade on an "ex" Entitlement basis	18 August 2009
Record Date for Entitlement to participate in the Rights Issue	24 August 2009
Prospectus and Entitlement and Acceptance Form dispatched to Shareholders	26 August 2009
Closing Date for Receipt of Entitlement and Acceptance Form	15 September 2009
Securities quoted on deferred settlement basis	16 September 2009
ASX notified of under subscriptions	18 September 2009
Holding statements for New Shares and New Options are dispatched to Shareholders	23 September 2009
Normal ASX trading for New Shares and New Options commences	24 September 2009

*The "ex" date for entitlements is 18 August 2009, therefore shares purchased on or after 18 August 2009 will not provide the buyer with an entitlement to participate in the Rights Issue. Where fractions arise in the calculation of entitlements, they will be rounded up to the nearest whole number.

The attached initial advice to shareholders contains further details and will be mailed to each shareholder on 17 August 2009.

An Appendix 3B in respect on the issue is attached.

For more information please contact: Paige McNeil, Joint Company Secretary, Frontier Resources Ltd on +61 8 9295 0388.

Sincerely FRONTIER RESOURCES LTD

Peter McNeil, M.Sc. Managing Director

ADDRESS PHONE PO Box 35 +61(08) 9295 0388 North Perth FAX

5 August 2009 WA 6906 Australia+61 (08) 9295 3480 EMAIL ABN 96 095 684 389 [email protected] WEBSITE www.frontierresources.com.au

Dear Shareholder,

NON-RENOUNCEABLE ENTITLEMENT ISSUE

Rights Issue

Frontier Resources Ltd (Frontier) has announced a non-renounceable entitlements issue of up to 148,866,279 Shares on the basis of 1 New Share for every 1 Existing Share at a price of 3.5 cents per New Share to raise up to AUD\$5,210,320 (before the costs of the issue) (Rights Issue).

For every 1 New Share issued, subscribers will also receive 1 free-attaching New Option to subscribe for 1 Share at an exercise price of 4.5 cents and exercisable by 3 December 2010.

You will be eligible to participate in the Rights Issue if you hold Shares at 5pm (AEST) on the Record Date.

Shareholders can apply for unsubscribed shares over and above their allocation. The Board will reserve the right to place any shortfall of the issue with third-parties.

Frontier's ongoing strategy has five prongs, with funds raised under the Offer to be used to:

Advance the Narrawa and Stormont Deposits in Tasmania toward development;
o Initiate obtaining a Mining Lease(s) from Mineral Resources Tasmania;
o Continue feasibility studies on the deposits including resource expansion and infill drilling to allow upgrading of the resources and estimation of a reserve;
o Evaluate development scenarios for the deposits including Frontier mining and treating the mineralisation, toll milling and other options;
o Assess the proximal high-grade tungsten mineralisation potential at Narrawa by drilling, to determine if it can contribute to the Narrawa gold-lead-zinc-silver mining operation;
o Assess alternate metallurgical treatment options that could be more effective and/or capable of also extracting the associated bismuth at Stormont and tungsten at Narrawa.
Drill test and define resources at the Esis porphyry copper deposit on the island of New Britain in PNG. The targets are a World Class primary copper deposit and/or a more easily developed, near surface and higher average grade, secondary (supergene) copper deposit;
Initiate surface exploration and undertake extensive hand trenching on the multiple very high-grade gold targets at Bulago in PNG to define the mineralised horizons and future drilling targets;
Advance the remaining tenements held by Frontier in PNG and Tasmania with cost effective exploration and/or by looking to enter into and fund joint ventures to advance these tenements (* Frontier has agreed to sell EL 1596 for A\$300,000 cash);
Complete the construction of 3 new diamond drilling rigs for Frontier's use or sale.
To provide working capital

A Prospectus with personalised Entitlement and Acceptance Forms, detailing the Rights Issue will be dispatched to Shareholders eligible to participate on 26 August 2009.

Timetable

The current proposed timetable for the Rights Issue is set out below. The dates are indicative only and Frontier reserves the right to vary the dates (subject to the Corporations Act and the ASX Listing Rules).

Activity	Date
Announcement of Offer	14 August 2009
Lodge Appendix 3B and Prospectus with ASIC and ASX	14 August 2009
Dispatch of notices to Shareholders informing them of the Rights Issue	17 August 2009
Shares trade on an "ex" Entitlement basis	18 August 2009
Record Date for Entitlement to participate in the Rights Issue	24 August 2009
Prospectus and Entitlement and Acceptance Form dispatched to Shareholders	26 August 2009
Closing Date for Receipt of Entitlement and Acceptance Form	15 September 2009
Securities quoted on deferred settlement basis	16 September 2009
ASX notified of under subscriptions	18 September 2009
Holding statements for New Shares and New Options are dispatched to Shareholders	23 September 2009
Normal ASX trading for New Shares and New Options commences	24 September 2009

*The "ex" date for entitlements is 18 August 2009; therefore shares purchased on or after 18 August 2009 will not provide the buyer with an entitlement to participate in the Rights Issue. Where fractions arise in the calculation of entitlements, they will be rounded up to the nearest whole number.

Information required to be given to you in accordance with the Listing Rules

1. Up to a maximum of 148,866,279 New Shares will be issued pursuant to the Rights Issue and a maximum of 148,866,279 New Options (assuming no existing options are exercised prior to the Record Date).
1. The New Shares will be fully paid ordinary shares and will rank equally in all respects from the date of allotment with the existing class of quoted Shares. The New Options will have an exercise price of 4.5 cents each and are exercisable on or before 3 December 2010. Shares issued pursuant to the exercise of any New Option will be fully paid ordinary shares and will rank equally in all respects from the date of allotment with the existing class of quoted Shares.
1. The issue price of the New Shares is \$0.035 each. The New Options will be issued for nil consideration.
1. Frontier will apply to ASX for admission of the New Shares and New Options to official quotation within 7 days of the date of the Offer Document.
1. The funds raised by the Rights Issue will be used to provide working capital for further development and exploration programs (as further described above), expenses of the Rights Issue, and administration.
1. It is expected that New Shares and New Options will be entered into uncertificated holdings and holding statements dispatched on 23 September 2009.
1. The total number and class of all securities that will be quoted on ASX (including the maximum number of New Shares and New Options to be issued under the Rights Issue on an undiluted basis) is as follows:

Number	Class
297,732,558	Fully paid ordinary shares
151,914,775	Quoted options exercisable at 4.5 cents on or before 3 December 2010

Following the Rights Issue, the total number and class of all securities that will not be quoted on ASX is as follows:

Number	Class
180,000	Non-transferable employee options 14 cents, 20/10/2011
270,000	Non-transferable employee options 16 cents, 19/10/2010
3,200,000	Non-transferable director options 20 cents, 30/11/2010
100,000	Non-transferable employee options 15 cents, 11/12/2010

1. Frontier currently has no dividend policy.
1. No shareholder approval for the Rights Issue is required.
1. The Rights Issue is non-renounceable. This means that shareholders who do not wish to take up their entitlements will not be able to trade or sell their entitlements. Their entitlements will simply lapse if not taken up.
1. The New Shares will be offered on the basis of 1 New Share for every 1 Existing Share held at 5.00pm AEST on 24 August 2009 (Record Date). The New Options will be issued free on the basis of 1 New Option for every 1 New Share subscribed for.
1. In determining entitlements, any fractional entitlements will be rounded up to the nearest whole number.
1. Neither the Rights Issue nor the Prospectus constitutes an offer to acquire shares, to any Shareholders who are not resident in Australia or New Zealand as at the Record Date. However, the return of a completed Entitlement and Acceptance Form from a Non-Eligible Foreign Shareholder will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained by the Applicant and that the Company may legally issue the Shares to the Applicant.
1. The Closing Date for the offer is 5.00pm AEST on 15 September 2009.
1. The Rights Issue is not underwritten.
1. There is no broker to the Rights Issue.
1. The Prospectus for the Rights Issue and accompanying Entitlement and Acceptance Form will be sent to Shareholders on 26 August 2009.
1. Existing option holders may participate in the Rights Issue upon exercise of their options prior to the Record Date.
1. The above information was provided to the ASX on 14 August 2009.

For further information on your entitlement, please contact your stockbroker or Frontier's share registry – Registries Limited

Phone: 1300 737 760 within Australia, +61 2 9290 9600 from overseas
Fax: 1300 653 459 within Australia, +61 2 9279 0664 from overseas

Email: [email protected]

Yours Sincerely, FRONTIER RESOURCES LIMITED

Peter McNeil, M.Sc. Managing Director

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

FRONTIER RESOURCES LIMITED

ABN

96 095 684 389

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	1.	ORDINARY SHARES
	issued	2.	LISTED OPTIONS


2	Number of +securities issued or to	1.	148,866,279 ORDINARY SHARES
	be issued (if known) or maximum	2.	148,866,279 LISTED OPTIONS
	number which may be issued		(ASSUMING NO EXISTING
			OPTIONS ARE EXERCISED ON OR
			BEFORE THE RECORD DATE)

3	Principal terms of the +securities	1.	ORDINARY SHARES
	(eg, if options, exercise price and	2.	LISTED OPTIONS, 4.5 CENTS
	expiry date; if partly paid		EXPIRY 3 DECEMBER 2010
	+securities, the amount outstanding
	and due dates for payment; if
	+convertible securities, the
	conversion price and dates for
	conversion)

⁺ See chapter 19 for defined terms.

4	Do the +securities rank equally in all respects from the date of allotment +class of quoted with an existing +securities?	1. 2. OPTIONS - YES (FNTO)	ORDINARY SHARES – YES (FNT)
	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
5	Issue price or consideration	OPTION WITH SUBSCRIBED FOR	\$0.035 PER SHARE INCLUDING ONE FREE EVERY ONE SHARE
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	TO CONTINUE EXPLORATION WORKING CAPITAL	THE COMPANY'S ACTIVITIES AND FOR
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	23 SEPTEMBER 2009
		Number	+Class
8	+class Number and of all +securities quoted on ASX (including the securities in clause	297,732,558	ORDINARY SHARES
	2 if applicable)	151,914,775	OPTIONS EXERCISABLE at 4.5 CENTS EACH ON OR BEORE 3 DECEMBER 2010 (to be issued)

⁺ See chapter 19 for defined terms.

		Number	+Class
9	+class Number and of all	180,000	NON-TRANSFERABLE
	+securities not quoted on ASX		EMPLOYEE OPTIONS
	(including the securities in clause 2 if applicable)		14 CENTS, 20/10/2011
		270,000	NON-TRANSFERABLE
			EMPLOYEE OPTIONS
			16 CENTS, 19/10/2010
		3,200,000	NON-TRANSFERABLE
			DIRECTOR OPTIONS
			20 CENTS, 30/11/2010
		100,000	NON-TRANSFERABLE
			EMPLOYEE OPTIONS
			15 CENTS, 11/12/2010

10	Dividend policy (in the case of a		NO DIVIDEND DISTRIBUTION IS
	trust, distribution policy) on the increased capital (interests)		ENVISAGED IN THE NEAR FUTURE

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	NO
12	Is the issue renounceable or non renounceable?	NON-RENOUNCEABLE
13	Ratio in which the +securities will be offered	1 ORDINARY SHARE (PLUS ONE FREE OPTION WITH EVERY 1 SHARE SUBSCRIBED FOR)
14	+Class of +securities to which the offer relates	ORDINARY SHARES
15	+Record date to determine entitlements	24 AUGUST 2009
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	ROUNDING UP

⁺ See chapter 19 for defined terms.

18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. GERMANY 19 Closing date for receipt of acceptances or renunciations 15 SEPTEMBER 2009

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	N/A
25	If the issue is contingent on +security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	26 AUGUST 2009
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	17 AUGUST 2009
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

30	How do +security holders sell their entitlements in full through a broker?	N/A
31	How do +security holders sell part of their entitlements through a broker and accept for the balance?	N/A

⁺ See chapter 19 for defined terms.

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

N/A

33 +Despatch date 23 SEPTEMBER 2009

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) X 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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought
39 Class of +securities for which quotation is sought
40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

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

the date from which they do
the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41 Reason for request for quotation now

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

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

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

Number	+Class

⁺ See chapter 19 for defined terms.

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.
We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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.

⁺ See chapter 19 for defined terms.

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 not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

JAY STEPHENSON COMPANY SECRETARY

⁺ See chapter 19 for defined terms.

TABLE OF CONTENTS	2
IMPORTANT NOTICE	3
CORPORATE DIRECTORY	4
KEY INFORMATION	5
KEY DATES	6
LETTER FROM MANAGING DIRECTOR	7
SECTION 1 – RIGHTS ISSUE DETAILS	10
SECTION 2 – REQUIRED ACTIONS	16
SECTION 3 – COMPANY INFORMATION	18
SECTION 4 – EFFECT OF THE OFFER ON THE COMPANY	21
SECTION 5 – TERMS AND CONDITIONS OF NEW OPTIONS
AND RIGHTS ATTACHING TO SHARES	24
SECTION 6 – INVESTMENT RISKS	26
SECTION 7 – ADDITIONAL INFORMATION	29
SECTION 8 – DEFINITIONS	32

IMPORTANT NOTICE

This Prospectus is dated 14 August 2009 and a copy of this Prospectus was lodged with ASIC on that date.

ASIC and ASX take no responsibility for the contents of this Prospectus.

No Shares or Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made to ASX within seven (7) days after the date of this Prospectus for admission of the Shares and Options offered by this Prospectus to Official Quotation.

In the event of exercise of the New Options, the Company will apply for Official Quotation of the Shares issued within three (3) Business Days of the date of allotment of the Shares.

The Company is admitted to the Official List of the ASX and its Shares and Options are continuously quoted securities of the Company in the terms of section 713 of the Corporations Act.

If you are entitled as a Shareholder to apply for New Shares and New Options pursuant to the Offer, your personalised Entitlement and Acceptance Form accompanying this Prospectus shows the number of New Options for which you are entitled to apply.

Applications for New Shares and New Options under the Offer may only be made by forwarding a complete personalised Entitlement and Acceptance Form in accordance with the directions on your Entitlement and Acceptance Form. As the Offer is non-renounceable, Shareholders do not have the right to sell their Entitlements. Shareholders have the opportunity to subscribe for all, part or none of their Entitlement to New Shares and New Options under the Offer. Shareholders may apply for additional New Shares and New Options in excess of their Entitlement under the Offer. The allocation of additional New Shares and New Options will be made from Shortfall Shares and Options.

Shares issued pursuant to the exercise of New Options will be issued in accordance with the terms and conditions on which the New Options are issued, and in any event such Shares will be issued not more than 14 days after the receipt of a properly executed exercise notice and payment of the Exercise Price in respect of the New Option.

No person is authorised to give any information or make any representation in connection with the Rights Issue or Offer described in this Prospectus, 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 the Company in connection with the Rights Issue.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether or not to apply for New Shares and New Options. There are risks associated with an investment in the Company and the New Shares and New Options offered under this Prospectus must be regarded as a speculative investment. The Shares and Options offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares and Options.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 8 of this Prospectus.

CORPORATE DIRECTORY

DIRECTORS

Peter McNeil Managing Director Robert McNeil Non-Executive Chairman Graham Fish Non-Executive Director Warren Staude Non-Executive Director David Swain Non-Executive Director

CHIEF FINANCIAL OFFICER Jay Stephenson

JOINT COMPANY SECRETARIES Jay Stephenson /Paige McNeil

REGISTERED OFFICE 6/34 York St WA 6906 Australia

SOLICITORS TO THE COMPANY Hynes Lawyers Level 6, Gateway Building 50 Appel St Surfers Paradise QLD 4217 Australia

AUDITORS BDO Kendalls 8/256 St Georges Terrace Perth WA 6000 Australia

SHARE REGISTRY Registries Limited Level 7, 207 Kent Street Sydney NSW 2000 Australia

CONTACT DETAILS Web: www.frontierresources.com.au Email: [email protected] Telephone: +61 (8)9295 0388 Facsimile: +61 (8)9295 3480

ASX CODE: FNT

KEY INFORMATION

Entitlement	1 New Share and 1 New Option for every Existing Share held as at the Record Date
Offer Price per New Share	\$0.035
Free-attaching New Options	For every 1 New Share issued, Applicants will also receive 1 free New Option to subscribe for 1 Share
Exercise Price for New Options	\$0.045
Expiry Date for New Options	3 December 2010
Shares on issue as at date of this Prospectus	148,866,279
Existing Options on issue as at the date of this Prospectus	3,048,496
Maximum number of New Shares and New Options offered under this Prospectus assuming none of the Existing Options are exercised prior to the Record Date	148,866,279 New Shares 148,866,279 New Options
Total number of Shares if all New Shares are allotted	297,732,558
Amount to be raised if all New Shares on offer are issued	Up to \$5,210,320

KEY DATES

This Prospectus (prepared in accordance with the Corporations Act and ASX Listing Rules), is dated 14 August 2009. The following are key dates relating to the Offer that you need to be aware of.

Activity	Date
Announcement of Offer	14 August 2009
Lodge Appendix 3B and Prospectus with ASIC and ASX	14 August 2009
Dispatch of notices to Shareholders informing them of the Rights Issue	17 August 2009
Shares trade on an "ex" Entitlement basis	18 August 2009
Record Date for Entitlement to participate in the Rights Issue	24 August 2009
Prospectus and Entitlement and Acceptance Form dispatched to Shareholders	26 August 2009
Closing Date for Receipt of Entitlement and Acceptance Form	15 September 2009
Securities quoted on deferred settlement basis	16 September 2009
ASX notified of under subscriptions	18 September 2009
Holding statements for New Shares and New Options are dispatched to Shareholders	23 September 2009
Normal ASX trading for New Shares and New Options commences	24 September 2009

These dates are indicative only and are subject to change. The Company reserves the right to amend this indicative timetable at any time and (subject to the Corporations Act and ASX Listing Rules), to extend the latest date for receipt of Entitlement and Acceptance Forms, to accept late Entitlement and Acceptance Forms either generally or in particular cases, or to cancel the Rights Issue without prior notice.

14th August 2009

Dear Shareholder / Investor

On behalf of the Directors of Frontier Resources Ltd (Frontier), I am pleased to invite you to participate in this Rights Issue, which seeks to raise up to approximately \$5.2 million.

The funds raised will be used to help Frontier focus on progressing its northern Tasmanian gold and base metal resources to development and cash flow, while continuing to explore the highly mineralised Pacific 'Rim of Fire' in Papua New Guinea (PNG) for "Company Maker" World Class copper and gold Deposits.

Frontier holds a carefully selected and diverse portfolio of high potential projects, comprising 2 Retention Licences (7km2 - 100% interest) and 1 Exploration Licence (11Km2 - 90% interest) in Tasmania, plus 5 Exploration Licences* (1,795 km² - 100% interest) in PNG.

Frontier's ongoing strategy has five prongs, with funds raised under the Offer to be used to:

Advance the Narrawa and Stormont Deposits in Tasmania toward development;
o Initiate obtaining a Mining Lease(s) from Mineral Resources Tasmania;
o Continue feasibility studies on the deposits including resource expansion and infill drilling to allow upgrading of the resources and estimation of a reserve;
o Evaluate development scenarios for the deposits including Frontier mining and treating the mineralisation, toll milling and other options;
o Assess the proximal high-grade tungsten mineralisation potential at Narrawa by drilling, to determine if it can contribute to the Narrawa gold-lead-zinc-silver mining operation;
o Assess alternate metallurgical treatment options that could be more effective and/or capable of also extracting the associated bismuth at Stormont and tungsten at Narrawa.
Drill test and define resources at the Esis porphyry copper deposit on the island of New Britain in PNG. The targets are a World Class primary copper deposit and/or a more easily developed, near surface and higher average grade, secondary (supergene) copper deposit;
Initiate surface exploration and undertake extensive hand trenching on the multiple very high-grade gold targets at Bulago in PNG to define the mineralised horizons and future drilling targets;
Advance the remaining tenements held by Frontier in PNG and Tasmania with cost effective exploration and/or by looking to enter into and fund joint ventures to advance these tenements (* Frontier has agreed to sell EL 1596 for A\$300,000 cash);
Complete the construction of 3 new diamond drilling rigs for Frontier's use or sale; and
To provide working capital.

Excellent and good metallurgical recoveries have been obtained for both the Narrawa and Stormont mineralisation by flotation and normal Carbon in Pulp (CIP) processing, respectively. The resource estimations were incorporated into a Conceptual Mining Study (CMS) that evaluated the potential for both deposits to be placed into development.

The CMS shows that the Narrawa and Stormont Deposits can be economically mined and concentrated or CIP processed at site, with toll smelting of the Narrawa concentrate at the Risdon refinery. However, the project has a short mine life and would be substantially more robust with a larger resource. Increasing the total resources will be a priority with the next drilling program.

Narrawa

The precious and base metal resource for the Narrawa Deposit was upgraded to Indicated and Inferred, containing 23,550 ounces of gold equivalent grading 3.5 g/t gold equivalent (0.5g/t gold cut-off grade). The resource consists of 14,125 ounces of gold, plus 131,300 ounces of silver, 2,765 tonnes of lead and 2,335 tonnes of zinc. The mineralisation is contained within 209,330 tonnes of rock grading 2.10 g/t gold, 19.5 g/t silver, 1.32% lead and 1.12% zinc.

An Indicated Resource was estimated for the first time and it consists of 162,755 tonnes grading 3.61 g/t gold equivalent (2.11 g/t gold, 20.5 g/t silver, 1.42% lead and 1.2% zinc).

Narrawa is a steeply dipping, on/near surface, stratabound/stratiform skarn deposit hosted within 4 lodes which are near surface and can be mined by open pit mining methods. The Indicated and Inferred Resource is up to 220m long, 20m wide and 60m deep.

Good scope exists to continue to increase the Narrawa Resource along strike in both directions, within the fault offset dip component and in other relatively untested sectors of the project area. Mineralisation potential exists along strike to the southeast, with additional drillholes yielding 3.7m of 1.11 g/t gold (NC016) and 1.35m of 0.19g/t gold + 42 g/t silver+ 2.0% lead + 1.46% zinc + 0.25% copper (also NC016) and 2.2m of 0.12g/t gold + 15 g/t silver+ 0.79% lead + 3.26% zinc + 0.25% copper associated with a UTEM anomaly (NC017).

In addition, across strike from Narrawa in the 666 lode there are mineralised holes returning 1.5m of 25.2 g/t gold (NC025), 2m of 14.98 g/t gold (NC035), 7m of 2.13 g/t gold and 4.5m of 3.26 g/t gold (NC036), that are not included in the resource estimation.

Stormont

The maiden Inferred Resource for the 'high grade' zone at Stormont contains 13,430 ounces gold, 27.7 tonnes bismuth and 10,340 ounces silver, within 91,400 tonnes of mineralised rock grading 4.57g/t gold, 0.30% bismuth and 3.52g/t silver (1.5g/t gold cut-off grade).

Stormont is a skarn-style stratiform deposit located in the core and on the limbs of a shallowly southeasterly plunging syncline at its northwestern end. The deposit is located on or very near surface and ranges in stratigraphic thickness between 10m and 15m.

A consistently mineralised resource is modelled in the 150m long, NW part of the central syncline, referred to as the high grade zone. There is good scope to increase the resource with additional drilling in the SE of the central syncline, the untested western sector of the western syncline and proximal to the eastern thrust. Significant high grade gold+/-bismuth intersections have been demonstrated over the entire 300m known length of the central syncline, with drillholes SD8, SD10, SD33 and SD44, returning up to 4m of 12.7 g/t gold, that is not included in the resource estimation.

Esis

The objective is to drill test and define resources at the Esis porphyry copper Deposit on the island of New Britain in PNG. The targets are a possible World Class primary copper deposit and/or a more easily developed, near surface and higher average grade secondary (supergene) copper deposit. The strongly copper mineralised zone is more than 1,400m long before going under volcanic rocks to the north and is generally about 400m wide (but is up to 1,000m wide).

Fifteen very shallow 'Winkie' reconnaissance holes and four deeper diamond core holes were drilled into primary mineralisation about 35 years ago. Six had a weighted copper average for their entire length greater than 0.2% and were terminated in copper mineralisation. The best holes included DW7 with 21.6m grading 0.50% copper and DW15 with 30.3m grading 0.41% copper. These holes cover 1,000m of strike extent with the mineralized zone open to the north and south.

The best results from the 4 hole diamond drilling program was from MD23, with 27m of supergene grading 0.71% copper (from 33m depth), plus 66m of primary grading 0.42% copper (from 86.6m to end of hole), with the last 7.6m of the hole grading 0.49% copper.

Esis is a breccia related porphyry copper deposit and these systems often have extensive vertical mineralisation and high associated tonnages.

Bulago

The Bulago EL is located in PNG between the World Class OK-Tedi porphyry copper-gold and the Porgera epithermal/intrusive related gold Deposits. Targets are very high-grade epithermal and skarn gold, bulk mineable intrusive related gold and porphyry copper-gold-molybdenum deposits.

The Suguma Prospect has very high gold grades in narrow (1 to 7m) structures in both the intrusives and the contact aureole sediments. It is located on the NW side of a large (1km x 1km) copper and disjointed gold in soil anomaly, within a large (4.5km x 6km), well-defined sub-circular, gold, zinc and copper drainage anomaly. The drainage anomaly covers the recessive intrusive in a circular drainage basin, with anomalism continuing up to the peripheral limestones, demonstrating the skarn potential.

The Suguma Prospect outcrop channel samples of sulphidic breccia and intrusive (true widths are unknown) include:

15m of 57.4 g/t gold;
6m of 72.2 g/t gold;
0.85m of 754 g/t gold;
2m of 188 g/t gold; and
1.1m of 55 g/t gold.

Four km to the SE of Suguma is the Funutu Prospect, where very high grade precious and base metal intrusive and breccia rock samples were collected from outcrop, which have never been mapped, soil sampled, trenched or drilled.

Results include:

197 g/t gold + 363 g/t silver + 0.55% copper + 5.72% zinc + 5.5% lead;
108 g/t gold + 200 g/t silver + 0.38% copper + 4.8% zinc + 2.63% lead; and
43 g/t gold +120 g/t silver + 0.49% copper + 1.7 % zinc + 0.86% lead.

Two km to the SE of Suguma, a boulder of skarn assayed 145 g/t gold + 11g/t silver + 0.78% copper + 8.6% zinc + 0.34% lead. The skarn potential of the Bulago region has never been evaluated and further investigation is strongly warranted.

Andewa

The Komsen Prospect at Mt Andewa in PNG contains several sub-parallel base-metal quartzcarbonate veins within a 1km long structural zone. Historic surface trenches included 5.0m of 18.5g/t gold, 3.7m of 12.6g/t gold, 3m of 14.3g/t gold and 21.65m of 4.4g/t gold. Frontier has completed 22 diamond drill holes at Komsen for a total of 2,353.9m.

Drilling has confirmed the continuity of higher gold grades at various depths in the main mineralised structure and results have included 7.9m of 10.01g/t gold, 10.8m of 7.4g/t gold, 3m of 10.97g/t, 1m of 19.0 g/t gold + 119.0g/t silver+ 10.3% zinc.

The gold mineralisation has a drilled strike length of 180m and is known in a single hole to about 320m vertical depth. The higher grade gold is extensive and could run the length of the system. A resource will be estimated in late 2009 and future exploration options will be evaluated at that time.

Corporate

Frontier is an innovative explorer operating with a policy of drilling on our quality projects using our own efficient, man-portable diamond core rig. Substantial feasibility and exploration programs are planned during the coming year and for them to be undertaken we require additional funds, and we therefore ask shareholders to seriously consider participating in this Rights Issue.

Shareholders can participate in the Rights Issue by subscribing to this Offer consisting of one New Share at 3.5 cents for every Share held on the Record Date (with one free attaching New Option for every New Share purchased). The free attaching New Options are exercisable at 4.5 cents on or before 3 December 2010. You may apply for additional New Shares in excess of your entitlement. The Directors will allocate any New Shares from the Shortfall at their discretion having regard to the order of receipt of Applications. On 13 August 2009 the closing price of Shares was \$0.034.

Frontier is an ASX listed junior mineral explorer whose shares also trade on the Frankfurt, Berlin and Munich Stock Exchanges. For more information about Frontier's projects, please refer to the Company's Quarterly Reports and recent releases to the ASX on our website (www.frontierresources.com.au), or feel free to call me on +61 (0) 8 9295 0388.

Frontier is seeking exploration and corporate success with a strategy aimed at increasing the value of Frontier's properties in Tasmania and PNG. The Directors and Management are highly motivated for the success of Frontier, with more than 150 years combined experience in PNG and Australia.

Please consider participating in this opportunity and thank you in advance for your support.

Sincerely, FRONTIER RESOURCES LTD

P.A.McNeil, M.Sc. MANAGING DIRECTOR

COMPETENT PERSON'S STATEMENT

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by, or compiled under the supervision of Peter A. McNeil - Member of the Aust. Inst. of Geoscientists. Peter McNeil is the Managing Director of Frontier Resources, who consults to the Company. Peter McNeil has sufficient experience which is relevant to the type of mineralisation and type of deposit under consideration to qualify as Competent Person as defined in the 2004 Edition of the Australasian Code of Reporting Exploration Results, Mineral Resources and Ore Resources. Peter McNeil consents to the inclusion in the report of the matters based on the information in the form and context in which it appears.

Notes:

The gold equivalent formula used to calculate the gold equivalent values is as follows: gold Equivalent (g/t) = gold g/t + (lead% x 0.46269) + (zinc% x 0.4644) + (silver g/t x 0.01386)
This formula is based on metal prices obtained on 7th April 2009, these being US\$884/oz gold, US\$0.5965/lb lead, US\$0.5987/lb zinc and US\$12.26/oz silver
Skarn gold– silver -basemetal deposits such as the Narrawa Deposit typically recover contained gold, silver and basemetals if in sufficient quantities (subject to metallurgical characteristics and prevailing metal prices).
The ASX requires metallurgical recovery be specified for each metal and they are: 96.7% for gold, 98.5% for zinc, 95.6% for lead and 92.4% for silver.
It is the Company's opinion that each of the elements included in the Narrawa metal equivalent calculations have a reasonable potential to be recovered if the project proceeds to mining.

SECTION 1 – RIGHTS ISSUE DETAILS

This summary is not intended to provide full details of the investment opportunity. Shareholders should read this Prospectus in full to make a fully informed investment decision. Details of recent announcements are set out in section 3 of this Prospectus.

1.1 The Offer

The Company is making an Offer to Eligible Shareholders of up to 148,866,279 New Shares at an Offer Price of \$0.035 for each New Share, by way of a pro-rata non-renounceable Rights Issue.

The Offer Price is payable in full by Eligible Shareholders on acceptance of the Offer. Applications for New Shares will be accepted from the date of this Prospectus until 5.00pm (AEST) on the Closing Date (15 September 2009).

Each Eligible Shareholder is entitled to subscribe for 1 New Share for every 1 Existing Share held by the Shareholder on the Record Date. The New Shares will be fully paid ordinary shares and will rank equally in all respects from the date of allotment with the existing class of quoted Shares.

For every 1 New Share issued pursuant to this Prospectus, Applicants will also receive 1 New Option to subscribe for 1 Share at an Exercise Price of 4.5 cents, exercisable no later than 3 December 2010 (Expiry Date). The New Options are to be issued to Applicants for no extra consideration, and will be issued on the terms and conditions as set out in section 5 of this Prospectus.

This Offer is made on a non-renounceable basis. Shareholders who are registered as at 5.00pm (AEST) on the Record Date may not sell or transfer all or any part of their Entitlement to New Shares or New Options. Information on how to deal with Entitlements is set out at Section 2 of this Prospectus.

1.2 Closing Date

The Offer will close at 5.00pm (AEST) on 15 September 2009, subject to the right of Directors to extend the Closing Date.

As the Offer is non-renounceable, Eligible Shareholders do not have the right to sell their Entitlements. Eligible Shareholders have the opportunity to subscribe for all, part or none of their Entitlement to New Shares and New Options. In addition, Eligible Shareholders may apply for Additional New Shares (which will include the free attaching New Options) under the Offer pursuant to section 1.11.

To the extent that any part or all of an Entitlement is not taken up, it will lapse on the Closing Date.

Eligible Shareholders should be aware that their Entitlement may have value. If you decide not to accept all or part of your Entitlement, your Entitlement will lapse. It is therefore important that Shareholders take action if they wish to accept their Entitlement in accordance with the instructions on the accompanying Entitlement and Acceptance Form.

1.3 Oversubscriptions

Oversubscriptions will be accepted.

1.4 Underwriting

This Offer is not underwritten and therefore there is no guarantee that all the projected proceeds of the Offer will be raised.

1.5 Purpose of the Rights Issue

The purpose of the Rights Issue is to raise up to \$5,210,320 before transaction costs.

1.6 Use of Funds

Funds will be used to:

• Advance the Narrawa and Stormont Deposits in Tasmania toward development;

o Initiate obtaining a Mining Lease(s) from Mineral Resources Tasmania;
o Continue feasibility studies on the Deposits including resource expansion and infill drilling to allow upgrading of the resources and estimation of a reserve;
o Evaluate development scenarios for the deposits including Frontier mining and treating the mineralisation, toll milling and other options;
o Assess the proximal high-grade tungsten mineralisation potential at Narrawa by drilling, to determine if it can contribute to the Narrawa gold-lead-zinc-silver mining operation;
o Assess alternate metallurgical treatment options that could be more effective and/or capable of also extracting the associated bismuth at Stormont and tungsten at Narrawa.
Drill test and define resources at the Esis porphyry copper Deposit on the island of New Britain in PNG. The targets are a World Class primary copper deposit and/or a more easily developed, near surface and higher average grade, secondary (supergene) copper deposit;
Initiate surface exploration and undertake extensive hand trenching on the multiple very high-grade gold targets at Bulago in PNG to define the mineralised horizons and future drilling targets;
Advance the remaining tenements held by Frontier in PNG and Tasmania with cost effective exploration and/or by looking to enter into and fund joint ventures to advance these tenements (* Frontier has agreed to sell EL 1596 for A\$300,000 cash);
Complete the construction of 3 new diamond drilling rigs for Frontier's use or sale.
To provide working capital

The anticipated budget for the above use of proceeds, assuming the Offer is fully subscribed is as follows:

Use of Proceeds	Period to
	3.12.2010
Feasibility Studies, resource expansion and enhancement drilling and granting of Mining lease at the Narrawa + Stormont Deposits	\$1,700,000
Drill test to define resources at the Esis copper Deposit from near surface and higher average grade, secondary and also primary porphyry copper mineralisation	\$1,500,000
Initiate surface exploration and undertake extensive hand trenching on the multiple very high-grade gold targets at the Bulago Prospect to define mineralised horizons and future drilling targets;	\$400,000
Exploration on Andewa and Leonard Schultz Projects	\$550,000
Downhole EM and drilling on SMRV Project	\$300,000
Drill Rig Construction	\$350,000
Working Capital	\$400,000
Total	\$5,200,000

If less than the full subscription is raised, the funds will be applied firstly to the costs of the Offer and then to provide working capital, followed by the exploration activities in the order listed above.

Prospective applicants should consider the risks associated with this investment, particularly in relation to the current and future capital needs of the Company as set out in Section 6 of this Prospectus.

1.7 Eligible Shareholders

To qualify for the Rights Issue, a Shareholder must:

(a) be registered as a Shareholder at the close of business (5.00pm AEST) on the Record Date; and
(b) have an address in Australia or New Zealand as recorded on the Share Register as at the Record Date.

1.8 Non-Eligible Foreign Shareholders

The Offer is being made to Eligible Shareholders with registered addresses in Australia or New Zealand (as at the Record Date).

The Company reserves the right however in its absolute discretion to offer the Rights Issue to a Shareholder with an address in the Share Register outside Australia or New Zealand if the Company is satisfied that it is not precluded from lawfully issuing New Shares to that Shareholder either unconditionally or after compliance with conditions which the Board in its sole discretion regard as acceptable.

This Prospectus does not constitute an offer or invitation to acquire securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register the New Shares or otherwise permit an offering of New Shares in any jurisdiction outside of Australia or New Zealand.

The distribution of this Prospectus outside Australia or New Zealand may be restricted by law. If you come into possession of this Prospectus, you should observe any such restrictions and should seek your own advice on such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

1.9 Entitlements and Application

The Offer is restricted to Eligible Shareholders of the Company who are registered as Shareholders at the Record Date. The number of New Shares and New Options to which a Shareholder is entitled is shown on the accompanying Entitlement and Acceptance Form. Fractional entitlements to New Shares have been rounded up to the nearest whole number of New Shares.

Applications for New Shares and New Options under the Offer can only be made by completing the Entitlement and Acceptance Form in full, in accordance with the instructions on it, and returning it to the Company as directed.

1.10 Existing option holders

The Record Date for the purpose of the Offer is 5.00pm (AEST) on 24 August 2009. The holders of options issued by the Company may participate in the Offer if they exercise their options and are on the Company's share register as the holder of Shares on the Record Date.

1.11 Additional New Shares

If Eligible Shareholders wish to apply for New Shares and New Options in excess of the Entitlement shown on their Entitlement and Acceptance Form, and:

there is a Shortfall, the Company may place Additional New Shares to Eligible Shareholders in accordance with the explanation provided at Section 1.12 of this Prospectus; and
where there is no Shortfall, acceptance will be deemed to be for the maximum Entitlement of the Eligible Shareholder.

If you apply for New Shares in excess of your Entitlement, you must provide the Application Money for the full amount of New Shares applied for. There is no guarantee that you will receive Additional New Shares. If you do not receive any or all of the Additional New Shares applied for, any excess Application Monies will be returned to you (without interest).

1.12 Shortfall

If any Shortfall remains after Shareholders have taken up their Entitlements to New Shares, the Directors reserve the right pursuant to Listing Rule 7.2 (Exception 3) to place any Shortfall with parties selected by them. All Shortfall Shares may be placed within 3 months of the Closing Date and would be issued on the same terms as are being offered to Shareholders pursuant to this Prospectus.

1.13 Allotment of New Shares

New Shares and New Options under the Rights Issue are expected to be allotted by 23 September 2009 (subject to variation at the discretion of the Company).

1.14 Application Monies

Until the New Shares and the New Options are issued, the Company will hold the Application Monies on trust in an Australian bank account. The accounts will be established and kept solely for the purpose of depositing Application Monies and retaining those funds for as long as required under the Corporations Act.

Any interest accrued on Application Monies will be retained by the Company and will not be paid to the relevant Eligible Shareholder including if the Rights Issue is cancelled or withdrawn.

1.15 Market Prices for Shares on ASX

The lowest and highest market prices of the Shares of the Company on ASX during the 3 months immediately preceding the date of this Prospectus were \$0.017 on 25 June 2009 and \$0.041 on 7 August 2009 respectively.

The closing price of the Company's Shares on the last full day of trading on ASX on the day before this Prospectus was lodged with ASX and ASIC was \$0.034 on 13 August 2009

The volume weighted average price for Shares on the ASX over the 30 trading days preceding the date of announcement of the Rights Issue was \$0.0322.

1.16 Taxation Implications

Shareholders should be aware that there may be taxation implications of participating in the Offer and subscribing for New Shares and New Options. The taxation consequences of participating in the Offer and/or acquiring New Shares and New Options may vary depending on the individual circumstances of each Shareholder. Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

1.17 Regular Reporting and Disclosure

The Company is a disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the market.

In particular, the Company has an obligation (subject to certain limited exceptions) to notify ASX once it is, or becomes, aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Company's securities. All announcements made by the Company are available from the ASX website www.asx.com.au or from the Company website www.frontierresources.com.au.

Additionally, the Company is also required to prepare and lodge with ASIC yearly and halfyearly financial statements accompanied by a directors' statement and report, and an audit review or report. These reports are released to ASX and published on the Company and ASX websites.

Further information is provided at Section 3 of this Prospectus.

1.18 Financial Amounts

Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated. Any discrepancies between totals in tables and sums of components in tables in this Prospectus and between those figures and figures referred to in other parts of this document are due to rounding.

1.19 CHESS and Issuer Sponsorship

The Company will not be issuing Share certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-register is electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Shareholders will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Prospectus. The notice will also advise Shareholders of their Shareholder Identification Number (SIN) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to Shareholders in circumstances in which there have been any changes in their security holding in the Company during the preceding month.

1.20 Privacy

If you complete an Application for Shares, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your Application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application.

1.21 Enquiries

If you have any questions concerning your Entitlement, please contact the Joint Company Secretary, Paige McNeil on (08) 9295 0388, or fax (08) 9295 3480 or contact your professional adviser.

2.1 Non-Eligible Foreign Shareholders

No action has been taken to register or qualify the New Shares and New Options to permit a public offering of the New Shares and New Options in any jurisdiction outside Australia.

Shareholders resident outside Australia should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to accept or deal with their Entitlements.

This Prospectus does not constitute an offer in any place in which, or to any person whom, it would not be lawful to make such an offer.

The return of a completed Entitlement and Acceptance Form from a Non-Eligible Foreign Shareholder will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained by the Applicant and that the Company may legally issue the Shares to the Applicant.

2.2 Eligible Shareholders – Available Alternatives

Eligible Shareholders have the alternatives set out below available in relation to the Rights Issue:

(a) Take up all or part of your Entitlement

This Offer may be accepted in whole or in part.

If you wish to take up all of part of your Entitlement, you should:

Use the BPay facility as outlined in the accompanying Entitlement and Acceptance Form; or
complete the Entitlement and Acceptance Form specifying the amount of your Entitlement that you wish to take up; and
forward the completed Entitlement and Acceptance Form, together with your Application Money to the Registry before 5.00pm (AEST) on the Closing Date.

(b) Do nothing and allow your Entitlement to lapse

If you do nothing, your Entitlement will lapse, in which case you will receive no New Shares or New Options. Although, you will continue to own the same number of Shares in the Company, your percentage shareholding in the Company will be diluted, assuming other Shareholders participate in the Offer.

(c) Participate in any Shortfall

If you wish to take up additional New Shares in excess of your Entitlement, you should use the BPay facility as outlined in the accompanying Entitlement and Acceptance Form or complete your Entitlement and Acceptance Form to indicate that you would like to accept more than your maximum Entitlement in the manner described in Section 1.14 of this Prospectus.

Instructions for completion and lodgement of acceptances are set out on the back of the enclosed Entitlement and Acceptance Form.

2.3 Method of Payment

Payments will only be accepted in Australian currency, by any one of the following methods:

BPay facility if you wish to take up all of part of your Entitlement you:
may use the BPay facility as outlined in the accompanying Entitlement and Acceptance Form; and
will not be required to return the Entitlement and Acceptance Form but will need to provide your holder identification number as a payment reference.

BPay payments must be submitted by no later than 5.00pm AEST on 15 September 2009.

• Cheque – if you wish to take up all of part of your Entitlement, you should:

complete and return the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the back of that form; and
submit a cheque (drawn on and redeemable at any Australian bank),
overseas shareholders who are permitted to apply for shares must obtain a draft in Australian currency payable on a bank in Australia, or where the shareholder has an account with a bank in Australia, by a cheque drawn on that bank within Australia.

The completed Entitlement and Application Form and cheque for the correct Application Monies (being the number of New Shares you wish to take up multiplied by \$0.035 per New Share) must be received by the Registry no later than 5.00pm AEST on 15 September 2009.

The mailing details for the Registry are as follows:

Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Cheques and drafts should be made payable to "Frontier Limited – Rights Issue Account" and crossed "Not Negotiable". Shareholders should not forward cash.

If you apply and pay for more New Shares than your Entitlement, your Application will be dealt with in the manner described at Section 1.12 of this Prospectus.

Eligible Shareholders should ensure that their Entitlement and Acceptance Form and Application Monies are mailed early to ensure they arrive at the postal address specified above by 5.00pm AEST on 15 September 2009 (or such other date as may be determined by the Company).

2.4 Allotment

The New Shares will be allotted and issued as soon as practicable after the Closing Date. Where the number of New Shares issued is less than the number applied for, or where no allotment is made, surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Statements of holding for the New Shares will be mailed to Applicants as soon as possible after the Closing Date. Pending the issue of the New Shares or payment of refunds pursuant to this Prospectus, all Application Monies will be held by the Company on trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

2.5 ASX Quotation

Application to ASX for admission of the New Shares and New Options to Official Quotation will be made by the Company within 7 days of the date of this Prospectus. If the New Shares and New Options are not admitted to Official Quotation within 3 months after the date of this Prospectus the Company will not issue any New Shares and New Options and will repay all Application Monies within the time prescribed under the Corporations Act, without interest.

3.1 Company Background

The Company was admitted to the Official List on 4 April 2003 (as TasGold Ltd), with Official Quotation of its Shares commencing 9 April 2003.

As at the date of this Prospectus, the Company has the following Shares and Options on issue:

148,866,279 Shares;
3,048,496 Listed Options (the same class as in this offering, exercisable at 4.5 cents on or before 3 December 2010); and
3,750,000 unlisted Options on issue.

3.2 Company Reporting

The Company is a "disclosing entity" for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged in relation to the Company with ASIC may be obtained from or inspected at an office of ASIC.

The Company will provide a copy of the following documents, free of charge, to any person who requests such a document on or before the Closing Date:

the annual financial report of the Company relating to the financial year ended 30 June 2008, being the annual financial report most recently lodged with ASIC;
the half-year financial report of the Company relating to the half year ended 31 December 2008, being the most recently lodged half-yearly financial report before the date of this Prospectus; and
•
any continuous disclosure notices given by the Company to ASX after the lodgement of the annual financial report of the Company relating to the financial year ended 30 June 2008 (lodged with ASX on 1 October 2008) and before the date of this Prospectus. The following is a list of those continuous disclosure notices:

Document Date	Headline
2009
12/08/2009	CMS Shows Positive Cash Flow
07/08/2009	High Tungsten in Drill Hole at Narrawa Deposit
30/07/2009	Quarterly Activities and Cashflow Report
29/07/2009	Stormont Deposit Inferred Resource Estimation
27/07/2009	Narrawa Indicated and Inferred Resource Estimate
09/06/2009	Exploration License in PNG sold for A\$300,000
30/04/2009	Quarterly Report - 30th March 2009

23/04/2009	Major Share Overhang Sold
06/04/2009	Gold Portfolio Enhanced
16/03/2009	Half Year Accounts
05/03/2009	Appointment of Joint Company Secretary
02/02/2009	Appendix 3y x 4
30/01/2009	Quarterly Reports
22/01/2009	Entitlement Issue Closure and Notice of Shortfall
15/01/2009	Significant Tungsten Documented in Drill Hole
08/01/2009	Amended - Entitlement Issue Update
07/01/2009	Entitlement Issue Update
2008
09/12/2008	Entitlement Issue Closing Date Extended
03/12/2008	Compensation Negotiations with PNG Government Requested
03/12/2008	Letter to Shareholders Regarding Entitlements Issue
03/12/2008	Initial Jimi Program Confirms High Grade Gold
26/11/2008	Additional High Grade Gold Drill Results from Stormont
25/11/2008	Closing Date Extension
20/11/2008	Komsen Drill Assay Results
19/11/2008	Narrawa Deposit Further Enhanced by Drill Results
13/11/2008	Results of Meeting
13/11/2008	AGM Presentation
05/11/2008	High Grade Results at Stormont Deposit
31/10/2008	Kodu Decision Handed Down
31/10/2008	Quarterly Activity and Cash Flow Reports
30/10/2008	Correction to Initial Advice to Shareholders
29/10/2008	Prospectus - Non-Renounceable Entitlement Issue Amended
29/10/2008	Initial Advice to Shareholders on Entitlement Issue
28/10/2008	Prospectus - Non Renounceable Entitlement Issue

28/10/2008	Non-Renounceable Entitlement and 3B
27/10/2008	CMS Demonstrates Potential Positive Cash Flow for Narrawa
27/10/2008	Resignation of Director
24/10/2008	Legal Proceedings Deferred until 1 Nov 2008
20/10/2008	Legal Proceedings Update - Amended
20/10/2008	Legal Proceedings Update
17/10/2008	ESIS Copper Deposit Summary
14/10/2008	Legal Proceedings Update - Kodu
14/10/2008	Notice of Annual General Meeting/Proxy Form
14/10/2008	Initial Jimi EL Exploration Program Completed
02/10/2008	Stormont Deposit Summary
01/10/2008	Gold Continuity Confirmed at Narrawa

Alternatively, these documents may be viewed at ASX website at www.asx.com.au using the Company's ASX Code "FNT" or on the Company website www.frontierresources.com.au.

3.3 Transaction Specific Prospectus

This Prospectus is issued in reliance on section 713 of the Corporations Act. Section 713 of the Corporations Act enables a company to issue a transaction specific prospectus if the prospectus is for an offer of securities of a class of securities that have been continuously quoted on ASX for at least 12 months (or options to acquire continuously quoted securities) before the date of issue of the prospectus. The New Shares offered under this Prospectus are of a class of securities that are continuously quoted securities, as are the New Options which are also options to acquire continuously quoted securities.

SECTION 4 – EFFECT OF THE OFFER ON THE COMPANY

4.1 Purpose of the Offer and Use of the Funds Raised

Under the Offer, up to 148,866,279 New Shares at an Offer Price of \$0.035 are available for issue.

After expenses of the Offer, the maximum proceeds from the issue of New Shares will be approximately \$5,200,000.

Funds will be used to:

Advance the Narrawa and Stormont Deposits in Tasmania toward development;
o Initiate obtaining a Mining Lease(s) from Mineral Resources Tasmania;
o Continue feasibility studies on the Deposits including resource expansion and infill drilling to allow upgrading of the resources and estimation of a reserve;
o Evaluate development scenarios for the deposits including Frontier mining and treating the mineralisation, toll milling and other options;
o Assess the proximal high-grade tungsten mineralisation potential at Narrawa by drilling, to determine if it can contribute to the Narrawa gold-lead-zinc-silver mining operation;
o Assess alternate metallurgical treatment options that could be more effective and/or capable of also extracting the associated bismuth at Stormont and tungsten at Narrawa.
Drill test and define resources at the Esis porphyry copper Deposit on the island of New Britain in PNG. The targets are a World Class primary copper deposit and/or a more easily developed, near surface and higher average grade, secondary (supergene) copper deposit;
Initiate surface exploration and undertake extensive hand trenching on the multiple very high-grade gold targets at Bulago in PNG to define the mineralised horizons and future drilling targets;
Advance the remaining tenements held by Frontier in PNG and Tasmania with cost effective exploration and/or by joint venture arrangement (* Frontier has agreed to sell EL 1596 for A\$300,000 cash);
Complete the construction of 3 new diamond drilling rigs for Frontier's use or sale.
To provide working capital.

4.2 Effect of the Offer

Assuming all New Shares and New Options offered under this Prospectus are issued, and assuming that none of the Existing Options are exercised on or prior to the Record Date, the principal effect of the Offer will be to:

(a) increase cash reserves by approximately \$5,200,000 after deducting estimated expenses of the Offer and assuming all New Shares and New Options offered under this Prospectus are issued;
(b) increase the number of Shares on issue from 148,866,279 to up to 297,732,558; and
(c) increase the number of Options on issue from 3,048,496 to up to 151,914,775.

Upon completion of the Offer (assuming it is fully subscribed and excluding any Shares that may be issued as a result of the exercise of any Existing Options before the Record Date), the issued capital of the Company will comprise:

Shares	Number
Shares at the date of this Prospectus	148,866,279
Options at the date of this Prospectus	3,048,496
Shares offered pursuant to this Prospectus	148,866,279
Options offered pursuant to this Prospectus	148,866,279
Total number of Shares if all New Shares are allotted	297,732,558

If all Shareholders take up their Entitlements in full, then the Rights Issue will have no effect on the control of the Company. The equity of existing Shareholders who do not participate in the Rights Issue will be diluted if some existing Shareholders participate in the Rights Issue. The equity of existing Shareholders who only take up part of their Entitlement could also be diluted, depending upon the number of Shortfall Shares allotted and would be diluted if such Shortfall Shares are issued to other Shareholders or other investors as contemplated by this Prospectus.

FRONTIER RESOURCES LTD & ITS CONTROLLED ENTITIES PRO-FORMA UNAUDITED BALANCE SHEETS AS AT 30 June 2009

		CONSOLIDATED
	ACTUAL	PRO-FORMA If fully subscribed
	30 June 09	30 June 09
	\$	\$
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS	185,585	5,365,904
TRADE AND OTHER RECEIVABLES	109,889	109,889
TOTAL CURRENT ASSETS	295,474	5,475,793
NON-CURRENT ASSETS
TRADE AND OTHER RECEIVABLES	-	-
OTHER FINANCIAL ASSETS	-	-
PROPERTY, PLANT AND EQUIPMENT	551,433	551,433
MINERAL EXPLORATION AND EVALUATION EXPENDITURE	2,176,872	2,176,872
TOTAL NON-CURRENT ASSETS	2,728,305	2,728,305
TOTAL ASSETS	3,023,779	8,204,098
LIABILITIES
CURRENT LIABILITIES
TRADE AND OTHER PAYABLES	42,231	42,231
TOTAL CURRENT LIABILITIES	42,231	42,231
TOTAL LIABILITIES	42,231	42,231
NET ASSETS	2,981,548	8,161,867

EQUITY
CONTRIBUTED EQUITY	15,856,906	21,037,225
RESERVES	316,500	316,500
ACCUMULATED LOSSES	(13,191,858)	(13,191,858)
TOTAL EQUITY	2,981,548	8,161,867

If all Shareholders do not take up their Entitlements, the following could occur:

(a) The Directors may place any Shortfall either with Shareholders that apply for Additional New Shares in excess of their Entitlement or with other investors.
(b) It is possible that the some Shareholders or other investors may acquire Additional New Shares by taking up part of the Shortfall. This may result in a person or a Shareholder:
being issued New Shares in excess of their Entitlement; and
increasing their proportional interest in the Company.

The effect that placement of any Shortfall may have on control will depend entirely on the demand for any Rights and the demand for any Shortfall.

For full financial statements refer to the Financial Report for the half year ended 31 December 2008 (available on the company's website www.frontierresources.com.au or the via the company announcements section of the ASX website www.asx.com.au - company code FNT).

5.1 Terms and Conditions of New Options

The terms and conditions of the New Options are as follows:

(a) Each New Option entitles the Option Holder to subscribe for one Share at \$0.045 per Share.
(b) The New Options are exercisable at any time on or before 3 December 2010.
(c) The New Options may be exercised by the Option Holder delivering to the registered office of the Company, a notice of exercise signed by the Option Holder and a cheque payable to the Company for the aggregate exercise price.
(d) An Option Holder may only exercise New Options in multiples of 50,000 New Options, unless the Option Holder exercises all New Options able to be exercised by the Option Holder at that time.
(e) The exercise by an Option Holder of only some of the New Options held by the Option Holder does not affect the Option Holder's right to exercise at a later date, other New Options held by the Option Holder.
(f) The Shares issued on the exercise of the New Options will rank equally in all respects as from the date of issue of those Shares with all existing ordinary shares in the capital of the Company.
(g) If an Option Holder fails to exercise any New Options registered in the Option Holder's name before 5.00pm on 3 December 2010, those New Options that the Option Holder has not exercised lapse and all rights of the Option Holder in respect of those New Options cease.
(h) If the Shares are listed on ASX, the Company will make application to ASX for Official Quotation of the Shares issued on the exercise of the New Options.
(i) There are no participating rights or entitlements inherent in the New Options and Option Holders will not be entitled to participate in any new issue to Shareholders of the Company during the currency of the New Options.
(j) If there is any reorganisation of the capital of the Company including, without limitation, a consolidation or subdivision of any of the issued capital of the Company, or a pro rata bonus issue of Shares, the New Options must be reorganised in the way required under the Listing Rules.
(k) The rights of the Option Holder may be changed to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

5.2 Rights attaching to New Shares and Shares issued upon exercise of New Options There is only one class of Share in the Company, fully paid ordinary shares.

The rights attaching to Shares in the Company are:

set out in the constitution of the Company; and
in certain circumstances, regulated by the Corporations Act, the Listing Rules, the SCH Business Rules and the general law.

The following is a summary of the principal rights of the holders of Shares in the Company.

Voting

Every holder of Shares present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of Shares who is present in person or by proxy, attorney or representative has one vote for every fully paid share held by him or her, and a proportionate vote for every partly paid share, registered in such Shareholder's name on the Company's share register.

A poll may be demanded by:

(a) the chairperson of the meeting;

(b) by any 5 Shareholders present in person or by proxy, attorney or representative; or

(c) by any one or more shareholders who are together entitled to not less than 5% of the total voting rights of, or paid up value of the Shares of all those Shareholders having the right to vote at that meeting.

Dividends

Dividends are payable out of the Company's profits and are declared or determined to be payable by the Directors. Dividends declared will be payable on the Shares in proportion to the amount for the time being paid or credited as paid in respect of each Share.

Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by the Directors.

The Directors of the Company may refuse to register any transfer of Shares, other than a proper ASTC transfer where permitted by the Listing Rules. The Company must not refuse or fail to register or give effect to or delay or in any way interfere with a proper ASTC transfer of Shares or other securities.

Meetings and notice

Each Shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the constitution of the Company, the Corporations Act or the Listing Rules.

Rights on winding up

Subject to any restricted securities, if the Company is wound up the liquidator may, with the sanction of a special resolution, divide among the Members in kind the whole or any part of the property of the Company, and may for that purpose set such value as the liquidator considers fair upon any property to be so divided, and determine how the division is to be carried out as between the Members or different classes of Members.

Shareholder liability

As the Shares to be issued on the exercise of New Options will be fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Alteration of constitution

The constitution of the Company can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting.

6.1 General

An investment in the Company is subject to risk. The existence of risk means that the performance of the Company could be adversely affected.

The Directors have identified what they believe to be the major risks that may affect the Company. While the Company has endeavoured to disclose all material risks, you should be aware that the risks contained in this Section are not exhaustive. This Section should be treated as a general guide only.

Due to the existence of risk, it is recommended that before deciding whether or not to invest you:

read the Prospectus in its entirety;
consider the nature, probability and materiality of the risks described in this Section; and
seek independent advice from an Australian financial services licensee, in light of your particular needs, objectives, financial circumstances and investment preferences.

While the Company may be able to minimise the impact of some risks through various risk management techniques, many of the risks we have identified in this section are beyond our control and as such cannot be eliminated or their impact minimised.

You may personally be able to manage the impact of risk by obtaining independent professional advice tailored to your own investment objectives, financial situation and particular needs. You should:

consider carefully whether an investment in the New Shares is an appropriate investment for you;
appreciate that the price of shares listed on ASX can fall as well as rise; and
regard an investment in the New Shares as a speculative investment.

6.2 Exploration Risk

The successful exploration and development of mineral properties is speculative. There is no assurance that exploration of the Company's tenement portfolio will result in the discovery of a mineral deposit that can be economically mined.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may differ materially from these estimates and assumptions.

6.3 Land Access

The grant of an exploration tenement in Papua New Guinea is a sufficient right to access the land over which the licence is granted. The grant of a mining licence however does not confer an automatic right of access to the land. Consent for access is required from the customary landowners or other parties who have an interest in the land before commencing mining activities and payment of compensation may be required.

As a result of its geographical location, Papua New Guinea may experience high levels of rainfall from time to time which may impact upon land access or cause delays to the Company's work programs.

From time to time, the Company's Australian tenements may be subject to native title claims. In those circumstances, Frontier may have to resolve access arrangements with the traditional owners of the land under the relevant native title regime prior to entering upon the land to carry out activities. Access arrangements may be subject to provision of monetary

compensation, compensation for damage to land, restoration of the land, employment and training and safeguarding of sacred sites.

There can be no guarantee that native title applications or access arrangements will be resolved in a timely fashion, in Frontier's favour, or in manner which is commercially viable for Frontier. The Directors closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

6.4 Tenure

Exploration licences are subject to renewal periodically. The relevant Minister has a discretion whether or not to grant a renewal, but customarily the Minister will grant the renewal if the tenement holder has met the conditions of the licence. There is a risk that the licence may not be renewed or that new conditions may be imposed upon renewal (such as a requirement to expend additional money on exploration). There is a risk that these conditions will not be commercially viable.

6.5 Sovereign and Political Risk

The Company's operations may be adversely affected by the actions of the Papua New Guinean government. Papua New Guinea is subject to political, economic and other uncertainties, some of which may not be found in countries such as Australia, Canada, the United Kingdom and the United States.

Future government actions may impact on land access, the granting of licences, the Company's freedom to conduct operations, title to exploration and mining tenements, taxation and foreign exchange. The outbreak of international or domestic hostilities may also adversely affect the Company.

6.6 Development Risk

Even if the Company discovers significant reserves of minerals, there is a risk that the Company will not be able to economically mine these minerals and produce a satisfactory commercial return. There are significant risks associated with the development of an operating mine. Before the Company can build a mine, the Company will need to obtain various regulatory approvals and licences, including environmental licences. There is no guarantee that the Company will be able to obtain the required approvals and licences or that it will be able to comply with any conditions imposed on those approvals and licences in a cost effective manner.

There are also many operational and technical risks associated with developing and operating a mine. These risks may adversely impact the economic viability of any future mining activities.

Under the laws of Papua New Guinea, upon the grant of a mining licence, or special mining licence, the State may elect at its discretion to take up to a 30% participating interest in any major mineral development in Papua New Guinea, in consideration for paying to the tenement holder 30% of the costs incurred to that point. The price at which the State is entitled to acquire this interest is unlikely to reflect the market value of that interest. If the State exercises this discretion, this is likely to have the effect of transferring value in the Company from the then existing shareholders to the State.

6.7 Future Capital Needs

The Directors consider that the Company will have sufficient working capital for the Company's objectives stated in this Prospectus, following the close of the Offer if all the Shareholders take up their full Entitlements, or if Shareholders or other investors subscribe for all the Shortfall Shares. However, the Company will require additional funding to progress its projects beyond the work programs identified in this Prospectus. There is no assurance that the Company will be able to access this funding on favourable terms or at all.

6.8 Current Capital Needs

The Company presently has approximately \$100,000 cash at bank. The Company has also agreed to sell tenement EL 1596 for \$300,000. This sale is subject to Ministerial approval, but the Company has no reason to believe this will not be provided. The Company expects this sale to complete in the next week to several weeks, although the Company has no control over the time it will take to obtain Ministerial approval.

The Company presently expends approximately \$25,000 per month for administration and required corporate costs, plus limited exploration. If the sale of EL 1596 does not complete or this Rights Issue does not raise sufficient funds, the Company will need to seek alternative sources of funds to pursue its objectives and to maintain its status as a going concern.

6.8 Environmental Risk

Mineral exploration and development carries some level of environmental risk. The Company may require statutory approval from relevant environmental authorities before it can undertake certain activities that may impact on the environment. Development of identified mineral resources will be dependent on the project meeting environmental guidelines and gaining the required approvals from government departments.

It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

6.9 Market Volatility

Share market conditions may affect listed securities regardless of the operating performance of a particular company. Market conditions are affected by many factors including investor confidence, general national and global economic outlook, changes in or outlook on interest rates, changes in or outlook on inflation, commodity prices and supply of capital.

The Shares of the Company may rise or fall in price depending on market conditions and investor attitude.

6.10 Commodity Prices and Exchange Rate Risk

The Company's share price, future revenues and cash flows may be impacted by changes in the prices of minerals commodities. Commodity prices are influenced by physical and investment demand and may rise or fall. Fluctuations in commodity prices, specifically copper, molybdenum and gold, may influence individual projects in which the Company is involved.

The international prices of most commodities are denominated in United States dollars. Changes in the Australian/United States dollar exchange rate may impact the value of the Company and its Shares. Exchange rates are influenced by numerous macro economic factors beyond the Company's control.

Additionally, the Company's accounts will be presented in Australian dollars, although it will incur most of its expenses in Papua New Guinea Kina. The translation of expenses incurred in Papua New Guinea Kina to Australian dollars for the purposes of the Company's accounts may have an adverse impact on the reported financial performance of the Company.

6.11 Financial Performance

Frontier is a mineral exploration company. The Company has no immediate source of revenue. The Company will not generate any revenue until such time as it is able to commercially mine any mineral deposit that the Company discovers or it enters into commercial agreements with other parties for the mining of those deposits.

Consequently, until Frontier is able to realise value from its projects, Frontier will incur ongoing operating losses.

6.12 Reliance on Key Personnel

As an exploration company, Frontier is dependent on its senior management and key personnel for the day-to-day operations and strategic management of the Company. The value of the Shares and the operations of the Company could be adversely affected by the departure of any of these employees.

7.1 Interests of Directors and Experts of the Company Except as set out in this Prospectus no:

Director or proposed Director; or
promoter of the Company,

holds or held at any time in the last two years any interest in:

the formation or promotion of Frontier;
property acquired or proposed to be acquired by Frontier in connection with its formation or promotion of the Offer; or
the Offer.

The table below shows the relevant interests of each Director (held directly and indirectly) in securities of Frontier as at the date of this Prospectus:

Director	No. of Shares	No. of Listed Options	No. of Unlisted Options
Bob McNeil	4,745,715	33,336	800,000
Peter McNeil	8,430,597	55,560	800,000
Graham Fish	105,743	57,142	800,000
Warren Staude	61,112	11,112	800,000
David Swain	Nil	Nil	Nil

7.2 Payments or benefits to Directors and Promoters

Except as set out in this Prospectus, no one has paid or agreed to pay any amount or provided or agreed to provide any benefit to:

any Director or proposed Director to induce them to become or to qualify as a Director; or
a Director or proposed Director or promoter, for services provided by that person in connection with:
the formation or promotion of Frontier; or
the Offer.

7.3 Interests of, and payment or benefits to advisers and experts

Except as set out 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 holds or has at any time during the last two years held, any interest in:

the formation or promotion of Frontier;
property acquired or proposed to be acquired by Frontier in connection with its formation or promotion or in connection with the Offer; or
the Offer.

Except as set out in this Prospectus, no person has paid or agreed to pay any amount or provided or agreed to provide any benefit to a 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 for services provided by such person in connection with:

the formation or promotion of the Company; or
the Offer.

Hynes Lawyers

Hynes Lawyers will receive approximately \$10,000 (excluding GST and disbursements) from the Company for the provision of legal services to the Company in relation to the Offer.

Registries Limited

Registries Limited will receive approximately \$20,000 (excluding GST and disbursements) from the Company for the provision of share registry services, to the Company in relation to the Offer including printing and mailing.

7.4 Costs of the Offer

The total expenses of the Offer, assuming the Offer is fully subscribed, are estimated to be approximately \$33,000, including (without limitation) ASIC fees, Share Registry fees, legal costs, ASX Fees and printing and other administrative expenses.

7.5 Consents

The following parties have given their written consent and each have not withdrawn that consent before the date of this Prospectus:

to be named in this Prospectus in the form and context in which they appear; and
to the inclusion in this Prospectus of the statements and reports attributed to them, in the form and context in which they appear;

Hynes Lawyers has consented to being named in this Prospectus as Solicitors to the Company.

Registries Limited has consented to being named in this Prospectus as share registry to the Company.

7.6 Liability of Persons Named in this Prospectus

For the purposes of the Corporations Act, and notwithstanding that reference may be made to parties listed elsewhere in this Prospectus, each person named in Section 7.5:

has not authorised or caused the issue of this Prospectus;
does not make, or purport to make, any statement in this Prospectus (except any statement specified in Section 7.5); and
to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus, (other than any statement specified in Section 7.5),

other than consenting to the inclusion of information as detailed in Section 7.5.

7.7 Brokerage & handling fees

Brokerage and / or handling fees on Applications for Shares will be payable to member firms of ASX or licensed investment advisers on such Application Forms bearing their stamp and accepted by the Company, at a rate of 6%.

7.8 Electronic Prospectus

An electronic version of this Prospectus is available from Frontier at the internet address www.frontierresources.com.au. If you download an electronic version, make sure that you have received both a complete Prospectus and Entitlement and Acceptance Form.

Frontier will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the Applicant has not received a complete paper copy or electronic copy of the Prospectus or if it has reason to believe that the Entitlement and Acceptance Form or electronic copy of the Prospectus has been altered or tampered with in any way.

Frontier has taken reasonable steps to ensure that the electronic version of the Prospectus will not be tampered with or altered in any way and believes it to be extremely unlikely that this will occur during the period of the Offer, however, Frontier cannot give any absolute assurance that this will not occur. Any Applicant or investor in doubt concerning the validity or integrity of an electronic copy of the Prospectus ought to immediately request a paper copy of the Prospectus (free of charge) directly from Frontier by contacting the Joint Company Secretary, Paige McNeil on +61 8 9295 0388.

7.9 Authority Of Directors

This Prospectus is issued by the Company and in accordance with Section 720 of the Corporations Act, each Director has consented and has not withdrawn that consent to the lodgement of this Prospectus with ASIC.

Dated the 14th day of August 2009.

Signed for and on behalf of FRONTIER RESOURCES LIMITED By Peter McNeil

SECTION 8 – DEFINITIONS

Additional New Shares means New Shares a Shareholder may apply for in excess of their Entitlement.

AEST means Australian Eastern Standard Time, Brisbane, Queensland, Australia.

Applicant means a person who submits an Application.

Application means a validly completed Acceptance Form to subscribe for Shares.

Application Monies means monies paid by Eligible Shareholders in respect of New Shares applied for.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691), and where the context permits, the Australian Securities Exchange operated by ASX Limited.

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

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Brisbane, Queensland, Australia.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means the date on which the Offer closes, being 15 September 2009.

Company or Frontier means Frontier Limited (ACN 126 490 855).

Corporations Act means the Corporations Act 2001 (Cth) of Australia.

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

Dollars or \$ means Australian dollars unless otherwise stated.

Eligible Shareholder means all Shareholders holding Shares other than Non-Eligible Foreign Shareholders, as at the Record Date.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer, determined as at the Record Date.

Entitlement and Acceptance Form means the entitlement and acceptance form enclosed with this Prospectus.

Exercise Price means 4.5 cents per New Option to acquire a Share.

Existing Options means Options the Company has on issue as at the date of this Prospectus.

Existing Shares means Shares of the Company on issue as at the Record Date.

Expiry Date means 3 December 2010.

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

New Option means a free-attaching Option offered and issued under this Prospectus, the terms and conditions of which are set out at Section 5 of this Prospectus, being the same class of option as the Company's existing listed options.

New Share means a Share offered and issued under this Prospectus, the terms and conditions of which are set out at Section 5 of this Prospectus

Non-Eligible Foreign Shareholder means a Shareholder with an address in the Company register of Shareholders outside Australia or New Zealand unless the Company is satisfied that it is not precluded from lawfully issuing New Shares to that Shareholder either unconditionally or after compliance with conditions which the Board in its sole discretion regards as acceptable and not unduly onerous.

Offer means a pro-rata non-renounceable entitlement issue to Shareholders who are registered at 5.00pm AEST on the Record Date, of up to 148,866,279 Shares on the basis of 1 New Share for every 1 Existing Share held by Shareholders on the Record Date, with 1 free-attaching Option for every 1 New Share subscribed for.

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

Offer Price means \$0.035 per New Share.

Prospectus means this Prospectus.

Official List means the Official List of ASX.

Opening Date means the date on which the Offer opens, being 14 August 2009.

Option means an option to subscribe for a fully paid ordinary share in the Company, the terms and conditions of which we set out in section 5 of this Prospectus.

Option Holder means a person who holds an Option.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 24 August 2009.

Registry means the Company's share registry, Registries Limited.

Right or Rights means the right to subscribe for New Shares under this Offer.

Rights Issue means the entitlement to New Shares available for issue under this Prospectus.

Share means a fully paid ordinary share in the Company.

Share Register means the register of Shareholders maintained by Registries Limited.

Shareholder means a holder of Shares.

Shortfall means the number of New Shares comprising the difference between the New Shares the subject of this Offer, being 148,866,279 (assuming no Existing Options are exercised prior to the Record Date), and the number of New Shares for which Applications have been received and accepted by the Company by the Closing Date.

AI assistant

FORTUNA METALS LTD — Share Issue/Capital Change 2009

64952_rns_2009-08-13_57022cbe-44b7-4f6b-a85d-dafbe0666a1f.pdf

NON-RENOUNCEABLE RIGHTS ISSUE

Timetable

NON-RENOUNCEABLE ENTITLEMENT ISSUE

Rights Issue

Timetable

Appendix 3B

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

FRONTIER RESOURCES LIMITED

Part 1 - All issues

Part 2 - Bonus issue or pro rata issue

Part 3 - Quotation of securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Entities that have ticked box 34(b)

Quotation agreement

IMPORTANT NOTICE

CORPORATE DIRECTORY

KEY INFORMATION

KEY DATES

14th August 2009

Dear Shareholder / Investor

Narrawa

Stormont

Esis

Bulago

Andewa

Corporate

COMPETENT PERSON'S STATEMENT

SECTION 1 – RIGHTS ISSUE DETAILS

1.1 The Offer

1.2 Closing Date

1.3 Oversubscriptions

1.4 Underwriting

1.5 Purpose of the Rights Issue

1.6 Use of Funds

1.7 Eligible Shareholders

1.8 Non-Eligible Foreign Shareholders

1.9 Entitlements and Application

1.10 Existing option holders

1.11 Additional New Shares

1.12 Shortfall

1.13 Allotment of New Shares

1.14 Application Monies

1.15 Market Prices for Shares on ASX

1.16 Taxation Implications

1.17 Regular Reporting and Disclosure

1.18 Financial Amounts

1.19 CHESS and Issuer Sponsorship

1.20 Privacy

1.21 Enquiries

2.1 Non-Eligible Foreign Shareholders

2.2 Eligible Shareholders – Available Alternatives

(b) Do nothing and allow your Entitlement to lapse

(c) Participate in any Shortfall

2.3 Method of Payment

2.4 Allotment

2.5 ASX Quotation

3.1 Company Background

3.2 Company Reporting

3.3 Transaction Specific Prospectus

SECTION 4 – EFFECT OF THE OFFER ON THE COMPANY

4.1 Purpose of the Offer and Use of the Funds Raised

4.2 Effect of the Offer

FRONTIER RESOURCES LTD & ITS CONTROLLED ENTITIES PRO-FORMA UNAUDITED BALANCE SHEETS AS AT 30 June 2009

5.1 Terms and Conditions of New Options

5.2 Rights attaching to New Shares and Shares issued upon exercise of New Options There is only one class of Share in the Company, fully paid ordinary shares.

Voting

Dividends

Transfer of Shares

Meetings and notice

Rights on winding up

Shareholder liability

Alteration of constitution

6.1 General

6.2 Exploration Risk

6.3 Land Access

6.4 Tenure

FORTUNA METALS LTD Share Issue/Capital Change 2009