ANDROMEDA METALS LIMITED — Director's Dealing 2020

Dec 28, 2020

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 ANDROMEDA METALS LIMITED ABN 75 061 503 375

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	Andrew Nicholas Shearer
Date of last notice	4 December 2020

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		Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to therelevant interest.		Valas Investments Pty Ltd
Date of change		23 December 2020
No. of securities held prior to change		Direct•NilIndirect•10,991,019 ordinary shares•8,000,000 unlisted options with anexercise price of $0.064 and anexpiry date of 28 November 2022•3,500,000 unlisted options with anexercise price of $0.075 and anexpiry date of 28 November 2023,and which vest 12 months after the2019 AGM as long as Mr Shearer isstill a director of ADN at that time

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Class		Unlisted Performance Rights
Number acquired		2,250,000
Number disposed		Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation		$0.274 performance rights(Black Scholes valuation)
No. of securities held after change		Direct•NilIndirect•10,991,019 ordinary shares•8,000,000 unlisted options with anexercise price of $0.064 and anexpiry date of 28 November 2022•3,500,000 unlisted options with anexercise price of $0.075 and anexpiry date of 28 November 2023,and which vest 12 months after the2019 AGM as long as Mr Shearer isstill a director of ADN at that time•2,250,000unlistedperformancerights subject to vesting criteria andexpiring on 23 December 2023
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participationin buy-back		Partofexecutiveremunerationasapproved by shareholders at the AGMheld on 26 November 2020

Part 2 – Change of director’s interests in contracts

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 Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

**Part 3– **+Closed period
Were the interests in the securities or contractsdetailed above traded during a+closed periodwhere prior written clearance was required?	No
If so, was prior written clearance provided to allowthe trade to proceed during this period?	N/A
If prior written clearance was provided, on whatdate was this provided?	N/A

• See chapter 19 for defined terms.

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