CANYON RESOURCES LIMITED — Director's Dealing 2019

Feb 6, 2019

ASX Code: CAY

7 February 2019

DIRECTORS & MANAGEMENT

David Netherway Chairman

Phillip Gallagher Managing Director

Emmanuel Correja Non-executive Director

Steven Zaninovich Non-executive Director

John Lewis Company Secretary

CANYON RESOURCES LIMITED

L9/863 Hay street, Perth 6000

P.O Box 7606 Cloisters Square 6850

P 08 6382 3342 F0893241502

info@canyonresources.com.au canyonresources.com.au

ACN 140 087 261 ABN 13 140 087 261

CHANGE OF DIRECTORS INTEREST NOTICES

Please find attached 3 Appendix 3Y's for the Directors of Canyon.

Included in the Appendix 3Y's for each of the three directors are unlisted options that were approved by shareholders at the Company's AGM on 23 November 2018. These options, issued on 30 January 2019, were inadvertently issued outside of the one month issue period as approved by shareholders.

The Company has applied to the ASX for a waiver to allow for the issue of the options beyond the approved one month issue period. If ASX does not grant the waiver sought, the options may need to be cancelled and amending Appendix 3Y's issued.

John Lewis Company Secretary

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 30/9/2001.

	Name of entity - Canyon Resources Limited
IAC N	140 087 261

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	Phillip GALLAGHER
Date of last notice	5 October 2018

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.	Indirect - Director of Company - Fremantle Enterprises Pty Ltd; Indirect - Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan
Date of change	30 January 2019
No. of securities held prior to change	Fremantle Enterprises Pty Ltd 5,000,000 ordinary shares Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan 1,734,649 Performance Shares Phillip & Nicole Gallagher <gallagher Superannuation fund> 694,117 ordinary shares</gallagher

Appendix 3Y
Change of Director's Interest Notice

	Ordinary Shares 1.
	2. Options with an exercise price of \$0.29 each and an expiry date of 30 January 2022
Class	Performance Rights Unlisted Performance Rights, 3. each to acquire one fully paid share with an exercise price of \$nil, subject to the vesting conditions in accordance with the Canyon Resources Ltd - Long Term Incentive Plan and as authorised by shareholders at the AGM on 23 November 2018.
Number acquired	2,666,667 shares following conversion of unlisted 1. performance rights.
	3,000,000 Options. 2.
	5,333,333 Performance Rights. 3.
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Fremantle Enterprises Pty Ltd
	5,000,000 ordinary shares
	3,000,000 Options with an exercise price of \$0.29 each and an expiry date of 30 January 2022.
	Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan
	2,666,667 Shares
	1,734,649 Performance Shares
	5,333,333 Performance Rights
	Phillip & Nicole Gallagher <gallagher Superannuation fund></gallagher
	694,117 ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of performance incentives as resolves by shareholders at the AGM on 23 November 2018.

$+$ See chapter 19 for defined terms.

$01/01/2011$

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	n/a
Nature of interest	n/a
Name of registered holder (if issued securities)	n/a
Date of change	n/a
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	n/a
Interest acquired	n/a
Interest disposed	n/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	n/a
Interest after change	∣n/a College

Part 3 - ⁺Closed period

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

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 30/9/2001.

Name of entity	Canyon Resources Limited
ACN	140 087 261
	---------------------------------------

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	Emmanuel CORREIA
Date of last notice	5 October 2017

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)	Indirect – Cardrona Energy Pty Ltd
Note: Provide details of the circumstances giving rise to the relevant interest.	Indirect - Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan
Date of change	30 January 2019
No. of securities held prior to change	Cardrona Energy Pty Ltd
	1,079,864 Fully Paid Ordinary Shares
	Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan -
	3,000,000 Performance Shares
Class	Fully Paid Ordinary Shares 1.
	2. Options with an exercise price of \$0.29 each and an expiry date of 29 January 2022.
	3. Performance Rights, each to acquire one fully paid share with an exercise price of \$nil, subject to the vesting conditions in accordance with the Canyon Resources Ltd - Long Term Incentive Plan and as authorised by shareholders at the AGM on 23 November 2018.

⁺ See chapter 19 for defined terms.

Appendix 3Y Change of Director's Interest Notice

Number acquired	1,666,666 Shares 1.
	$\mathbf{2}$ 1,500,000 Options
	3,333,334 Performance rights 3.
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Direct Holding
	1,500,000 Options expiring 29 January 2022 with an exercise price of \$0.29
	Cardrona Energy Pty Ltd
	1,079,864 Fully Paid Ordinary Shares
	Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan
	1,666,666 Shares
	3,000,000 Performance Shares
	3,333,334 Performance Rights
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of performance incentives as resolves bγ. shareholders at the AGM on 23 November 2018.

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	n/a
Nature of interest	n/a
Name of registered holder (if issued securities)	n/a
Date of change	n/a
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	n/a
Interest acquired	n/a
Interest disposed	n/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	n/a
Interest after change	n/a

Part 3 - ⁺Closed period

Appendix 3Y
Change of Director's Interest Notice

Were the interests in the securities or $\vert$ No contracts detailed above traded during a + closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/a
If prior written clearance was provided, on what date was this provided?	`N/a

• See chapter 19 for defined terms.

Appendix 3Y Page 6

$01/01/2011$

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 30/9/2001.

Name of entity	Canyon Resources Limited
JACN	140 087 261

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	David Netherway
Date of last notice	5 October 2018

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)	Indirect – Company Director – Zero Nominees Pty Ltd
Note: Provide details of the circumstances giving rise to the relevant interest.	Indirect - Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan
Date of change	30 January 2019
No. of securities held prior to change	Zero Nominees Pty Ltd
	4,913,015 ordinary fully paid shares
	Direct
	2,500,000 Performance Shares
	2,000,000 Shares
Class	Ordinary Shares 1.
	2 1 Options with an exercise price of \$0.29 each and an expiry date of 29 January 2022.
	Performance Rights, each to acquire one fully paid З. share with an exercise price of \$nil, subject to the vesting conditions in accordance with the Canyon Resources Ltd - Long Term Incentive Plan and as authorised by shareholders at the AGM on 23 November 2018.

Number acquired	1. 1,666,667 Shares
	1,500,000 Options $\cdot$ 2.
	3. 3,333,333 Performance rights
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Zero Nominees Pty Ltd
	4,913,015 ordinary fully paid shares
	Direct
	2,500,000 Performance Shares
	2,000,000 Shares
	1,500,000 options expiring 29 January 2022 with an exercise price of \$0.29
	Canyon Incentive Scheme Pty Ltd ATF Canyon Resources Ltd - Long Term Incentive Plan
	3,333,333 Performance Rights
	1,666,667 Shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of performance incentives as resolves by shareholders at the AGM on 23 November 2018.

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 $\sim$	n/a
Nature of interest	n/a
Name of registered holder (if issued securities)	n/a
Date of change	n/a
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	n/a
Interest acquired	n/a
Interest disposed	n/a

⁺ See chapter 19 for defined terms.

Appendix 3Y
Change of Director's Interest Notice

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

Part $3 - +$ Closed period

Were the interests in the securities or $\vert$ No contracts detailed above traded during a + closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/a
If prior written clearance was provided, on what date was this provided?	N/a