Ausgold Limited - Share Exchange and Subscription

6 August 2012

Praetorian Resources Limited

("Praetorian Resources" or the "Company")

Share Exchange Agreement with Ausgold Limited

and

Subscription in Cash for Shares in Ausgold Limited

The Board of Directors of Praetorian Resources is pleased to announce that the Company has entered into conditional agreements:-

(i) to issue 3,683,015 new ordinary shares in the Company (at a deemed issue price of 55 pence per share) to ASX listed, Ausgold Limited ("Ausgold") in exchange for 9,090,909 new ordinary shares in Ausgold with an agreed aggregate value of AUS$3,000,000 (the "Share Exchange Agreement"); and

(ii) to subscribe AUS$1,500,000 in cash for 4,545,455 additional new ordinary shares in Ausgold (the "Cash Subscription Agreement").

Completion of both the Share Exchange Agreement and the Cash Subscription Agreement is conditional, inter alia, on the approval of the issue of the new ordinary shares in Ausgold pursuant to such Agreements by shareholders of Ausgold by 30 September 2012.

Ausgold is listed on the ASX (ASX code: AUC, AUCO) and its principal activity is mineral exploration of gold and base metals deposits within Australia.

Application will be made following completion of the Share Exchange Agreement and the Cash Subscription Agreement for the 3,683,015 new ordinary shares in the Company to be issued to Ausgold to be admitted to trading on AIM.

Contact:

For further information, please contact:-