Appendix 3Y Change of Director's Interest Notice Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

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 30/09/01 Amended 01/01/11

Name of entity PALADIN ENERGY LIMITED

ABN 47 061 681 098

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director

John Borshoff

Date of last notice

12 November 2012

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest

Direct and indirect

Nature of indirect interest

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant

interest.

Aylworth Holdings Pty Ltd

Borshoff Family Trust>. Relevant interests arise by virtue of the power to control the voting rights attached to the securities.

Aylworth Holdings Pty Ltd . Relevant interests arise by virtue of the power to control the voting rights attached to the securities.

Scomac Management Services Pty Ltd. Relevant interests arise by virtue of the power to control the voting rights attached to the securities.

Date of change

29 January 2013

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director's Interest Notice

No. of securities held prior to change

15,877,394, fully paid shares

1,250,000 unlisted options exercisable at

$4.50 on or before 29 January 2013.

300,000 performance share rights due to vest on 26 March 2013 if certain performance conditions are met.

500,000 performance share rights due to vest

5 November 2013 if certain performance conditions are met.

Class

Unlisted options

Number acquired

nil

Number disposed

Expiry of 1,250,000 unlisted options

Value/Consideration

Note: If consideration is non-cash, provide details and estimated valuation

nil

No. of securities held after change

15,877,394, fully paid shares

300,000 performance share rights due to vest on 26 March 2013 if certain performance conditions are met.

500,000 performance share rights due to vest

5 November 2013 if certain performance conditions are met.

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of

securities under dividend reinvestment plan, participation in buy-back

Options expired on 29 January 2013

Part 2 - Change of director's interests in contracts N/A

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract

Nature of interest

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Part 3 - +Closed period Appendix 3Y Change of Director's Interest Notice

Were the interests in the securities or contracts detailed

above traded during a +closed period where prior written clearance was required?

No

If so, was prior written clearance provided to allow the trade to proceed during this period?

If prior written clearance was provided, on what date was this provided?

29 January 2013

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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