CAPRICORN METALS LTD — Director's Dealing 2023

Dec 4, 2023

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5 December 2023

Company Announcements Office Australian Securities Exchange Limited Level 4, 20 Bridge Street Sydney NSW 2000

Director Share Sale

Capricorn Metals Ltd (Capricorn or the Company) advises that two directors Mr Mark Clark and Mr Mark Okeby have sold a portion of their respective shareholdings by way of a fully underwritten block trade. Both have been directors of Capricorn since July 2019 and have made significant personal investments in Capricorn shares. They have been part of a board and executive team that has overseen the growth of the company from a market capitalisation of approximately $80 million to around $1.8 billion today.

This is the first time either director has sold any shares in the company.

Mr Clark sold 5 million shares and retains a shareholding of 17.2 million shares (4.5% of the shares on issue). Mr Okeby sold 2 million shares and retains a shareholding of 4.6 million shares. Mr Clark and Mr Okeby remain significant long-term shareholders of the Company and have no intention to sell any further shares in the medium term.

Executive Chairman Mr Clark remains committed to driving the growth of Capricorn with a view to creating a high quality, multi mine Australian gold mining company.

The sale of shares was conducted in accordance with the Company’s Trading in Securities Policy. Appendix 3Y disclosures are attached to this announcement.

This announcement has been authorised for release by the board of Capricorn.

Your sincerely Capricorn Metals Ltd

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Kim Massey CEO and Company Secretary

P +61 8 9212 4600 F +61 8 9212 4699

ABN 84 121 700 105 www.capmetals.com.au

Level 3, 40 Kings Park Road, West Perth WA 6005

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	Capricorn Metals Ltd
ABN	84 121 700 105

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	Mark Clark
Date of last notice	2 December 2022

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 the relevant interest.	Samoz Pty Ltd Family\ Trust> (“Samoz) –Director & Beneficiary of Trust Mark Clark Superannuation Pty Ltd (“MSC”) -Director & Beneficiary Sarah Anne Clark (“SAC”) -Spouse
Date of change	4 December 2023
No. of securities held prior to change	Samoz: 22,120,000 Ordinary Shares & 281,414 Performance Rights MCS: 12,000 Ordinary Shares SAC: 40,000 Ordinary Shares
Class	Ordinary Shares
Number acquired	Nil
Number disposed	5,000,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$4.60 per share

• 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 after change Samoz: 17,120,000 Ordinary Shares and 281,414 Performance Rights. MCS: 12,000 Ordinary Shares SAC: 40,000 Ordinary Shares Nature of change On market trade Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buyback

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.

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Detail of contract N/A
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
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change
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Part 3 –[+] Closed period

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Were the interests in the securities or contracts detailed No
above traded during a [+] closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the N/A
trade to proceed during this period?
If prior written clearance was provided, on what date was N/A
this provided?
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• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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	CAPRICORN METALS LTD
ABN	84 121 700 105

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	Donald Mark Okeby
Date of last notice	28 July2021

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 the relevant interest.	a) Liberty Management Pty Ltd Director and Member b) Liberty Management Pty Ltd Director & Beneficiary
Date of change	4 December 2023
No. of securities held prior to change	a) 4,615,385 ordinary shares-Liberty Management Pty Ltd b) 2,000,000 ordinary shares – Liberty Management Pty Ltd
Class	Ordinaryshares
Number acquired	Nil
Number disposed	2,000,000 ordinaryshares
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$4.60 per share
No. of securities held after change	a) 2,615,385 ordinary shares - Liberty Management Pty Ltd b) 2,000,000 ordinary shares- Liberty Management Pty Ltd

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

On market sale

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
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
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

art 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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011