REPLACEMENT PROSPECTUS

Frontier Resources Limited

ABN 96 095 684 389 ASX Code: FNT

For:

This is a replacement prospectus which replaces in its entirety the prospectus dated 29 November 2016. For a non-renounceable pro rata Offer to Eligible Shareholders of approximately 15,661,707 New Shares at an issue price of $0.03 per New Share on the basis of 1 New Shares for every 3 Existing Shares held to raise up to $469,851 before issue costs.

An offer of Shortfall Shares to Eligible Shareholders on terms set out in Section 8.7 (Shortfall Offer).

The Offer closes at 5.00pm WST on Monday, 9 January 2017 The Offer is not underwritten

This Prospectus provides important information about the Company. You should read the entire document including the Entitlement and Acceptance Form. If you have any questions about the New Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative. This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This Prospectus is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

Important Notice

This replacement Prospectus is dated 8 December 2016 and was lodged with ASIC on that date. This replacement Prospectus replaces the original prospectus dated 29 November 2016. Application was made to ASX for quotation of the New Shares offered under this original prospectus on 30 November 2016.

Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Nature of this Prospectus

The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a 'transaction specific prospectus' to which the special content rules under Section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the 3 months prior to the date of the prospectus. In general terms 'transaction specific prospectuses' are only required to contain information in relation to the effect of the issue of New Shares on the Company and the rights attaching to the New Shares. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus contains information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in it. It does not include all of the information that would be included in a prospectus for an initial public offer.

Prospectus Availability

Eligible Shareholders can obtain a copy of this Prospectus during the Offer period on the Company's website at www.frontierresources.com.au or by contacting the Company. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic copy of this Prospectus available from the Company's website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY® (refer to Section 7.5 of this Prospectus for further information).

Foreign Jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

Disclaimer of Representations

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Forward Looking Statements

This Prospectus contains forward looking statements that, despite being based on the Company's current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward-looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in Section 6 of this Prospectus. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'believe', 'should', 'will', 'may' and similar expressions.

Privacy

Please read the privacy information located in Section 8.16 of this Prospectus. By submitting an Entitlement and Acceptance Form, you consent to the matters outlined in that Section.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Enquiries

If you have any questions please call the Company Secretary on (08) 9486 4036 at any time between 8.00am and 5.00pm (Western Standard time) Monday to Friday until the Closing Date. Alternatively, consult your broker, accountant or other professional adviser.

Table of Contents

1. TIMETABLE TO THE OFFER 4

2. KEY OFFER TERMS AND CAPITAL STRUCTURE 4

3. CHAIRMAN'S LETTER 4

4. INVESTMENT OVERVIEW AND KEY RISKS 9

5. PURPOSE AND EFFECT OF THE OFFER 10

6. RISK FACTORS 12

7. ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS 14

8. DETAILS OF THE OFFER 16

9. RIGHTS AND LIABILITIES ATTACHING TO SHARES 19

10. ADDITIONAL INFORMATION 20

11. DIRECTORS' RESPONSIBILITY AND CONSENT 23

12. GLOSSARY 24

13. CONSOLIDATED STATEMENT OF FINANCIAL POSITION 25

    Corporate Directory

    Directors	Share Registry*
    Peter McNeil Executive Chairman + Managing Director	Computershare Investor Services Pty Limited
    Peter Swiridiuk Non-Executive Director	Level 11
    Paige McNeil Non-Executive Director	172 St Georges Terrace
    PERTH WA 6000
    Company Secretary	Telephone: +61 8 9323 2000
    Matthew Foy	Facsimile: +61 8 9323 2033
    Registered Office and Principal Place of Business	Solicitors*
    Unit 5, Ground floor 1 Centro Avenue	Steinepreis Paganin
    Subiaco WA 6008	Lawyers and Consultants
    Telephone: +61 (8) 9486 4036	Level 4, The Read Buildings
    Facsimile: +61 (8) 9486 4799	16 Milligan Street
    Website: www.frontierresources.com.au	PERTH WA 6000
    Telephone: +61 8 9321 4000
    Securities Exchange Listing	Facsimile: +61 8 9321 4333
    ASX Limited
    ASX Code: FNT	Auditor*
    Moore Stephens Perth
    * These parties are included for information purposes only. They have not been involved in the preparation of this Prospectus nor have they consented to being named in this Prospectus.	12 St Georges Terrace
    	PERTH WA 6000
    	Telephone: +61 8 9225 5355
    	Facsimile: +61 8 9225 6181

    Timetable to the offer Original Prospectus Lodgement date	29 November 2016
    Notice to Security Holders containing information required by Appendix 3B	1 December 2016
    Ex-date - Shares trade ex-Entitlement	2 December 2016
    Record date to determine Entitlement	5 December 2016
    Prospectus with Entitlement and Acceptance Form dispatched	8 December 2016
    Offer opens for receipt of Applications	8 December 2016
    Closing date for acceptances	9 January 2017
    Deferred settlement trading commences	10 January 2017
    Notify ASX of under-subscriptions	12 January 2017
    Issue of New Shares	16 January 2017
    Deferred settlement trading ends	16 January 2017
    Dispatch of shareholding statements	17 January 2017
    Normal trading of New Shares expected to commence	17 January 2017
    Last date to issue Shortfall Shares (see Section 8.7)	10 April 2017

    1.

    Note:

    The Directors may extend the Closing Date by giving at least 3 Business Days' notice to ASX prior to the Closing Date, subject to such date being no later than 3 months after the date of this Prospectus. As such the date the New Shares are expected to commence trading on ASX may vary.

    Key offer terms and capital structure Shares currently on issue:	46,985,121
    Directors Options currently on issue:	500,000
    New Shares offered under this Prospectus at $0.03 per New Share:	15,661,707
    Amount raised under this Prospectus (before costs):	$469,851

    2.

    Note:

14. This assumes no further Shares are issued (including by way of Placement's) prior to the Record Date.

15. See Section 5.4 for more details.

16. Chairman's Letter

    Dear Shareholder,

    Frontier Resources Ltd (ASX: FNT) is focussed on mineral exploration in Papua New Guinea (PNG) and its 100% interests in the Bulago and Muller Exploration Licences and 90% interest in the Sewatupwa and Lake Lavu EL applications. Exploration and drilling is strongly warranted at all areas.

    Frontier is offering all Shareholders the opportunity to participate in this 1 for 3 non-renounceable, pro- rata rights issue, to raise approximately $469,851 (before costs). As Chairman / Managing Director and Chief Geologist of Frontier, I recommend the issue and note that I will participate fully to maintain my 18.53% interest, noting that this percentage interest may increase in the event the full subscription is not achieved but will not exceed 20% of the voting power in the Company.

    Capital raised will enable Frontier Resources to:

17. Undertake additional drill assessment and exploration of the Bulago high-grade gold and porphyry copper -gold project (EL 1595)

18. Undertake initial exploration and drilling at the Muller porphyry copper -gold project (EL 2356)

19. Undertake exploration of the Sewatupwa and Lake Lavu EL epithermal gold Applications when/if granted (ELAs 2476 and 2477)

20. Evaluate possible new projects

21. Cover Working Capital, Administration Costs and Expenses of the Offer.