CARNABY RESOURCES LIMITED — Director's Dealing 2021

Oct 28, 2021

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ASX Announcement 29 October 2021

Appendix 3Y – Change in Director’s Interest Notices

Fast Facts

Shares on Issue 117.9M

Market Cap (@ 29.5 cents) $34.8M Cash $5.6M[1 ]

1As of 30 September 2021

Attached are notices relating to changes in Directors’ interests in the Company. The Directors were issued Unlisted Options pursuant to the Company’s Employee Share Option Plan which was approved by shareholders at the 2021 Annual General Meeting.

This announcement was authorised for release by the Board of Directors.

X

Board and Management

Peter Bowler, Non-Exec Chairman Rob Watkins, Managing Director Greg Barrett, Non-Exec Director & Company Secretary

Paul Payne, Non-Exec Director

Company Highlights

• Proven and highly credentialed management team

• Tight capital structure and strong cash position

• Projects near to De Grey’s Hemi gold discovery on 442 km[2] of highly prospective tenure

• Greater Duchess Copper Gold Project, numerous camp scale IOCG deposits over 323 km[2] of tenure

• 100% ownership of the Tick Hill Gold Project (granted ML’s) in Qld, historically one of Australia highest grade and most profitable gold mines

• Past production of 511 koz at 22 g/t gold

• Indicated and Inferred Mineral Resource of 206,000 t @ 6.72 g/t gold for 44,500 ounces

• Proven and Probable Ore Reserves of 48,600 t @ 6.53 g/t gold for 10,200 ounces

Registered Office

78 Churchill Avenue Subiaco Western Australia 6008

T: +61 8 9320 2320

www.carnabyresources.com.au

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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: Carnaby Resources Limited ABN: 62 610 855 064

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	Robert Watkins
Date of last notice	29/10/2020

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 the relevant interest.	COSMO HOLDINGS (WA) PTY LTD FAMILY A/C> Robert Watkins is a Director and Beneficiary
Date of change	28/10/2021
No. of securities held prior to change	COSMO HOLDINGS (WA) PTY LTD **FAMILY A/C> - 4,444,418 ordinary fully paid shares - 2,000,000 unlisted options expiring 23/04/2024 @ $0.09 - 1,000,000 unlisted options expiring 23/04/2024 @ $0.10
Class	CNBAC Unlisted Options
Number acquired	1,000,000
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil

• 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	COSMO HOLDINGS (WA) PTY LTD **FAMILY A/C> - 4,444,418 ordinary fully paid shares - 2,000,000 unlisted options expiring 23/04/2024 @ $0.09 - 1,000,000 unlisted options expiring 23/04/2024 @ $0.10 - 1,000,000 unlisted options expiring 27/10/2025 @ $0.45
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issued as a performance linked incentive component in the remuneration package pursuant to the Company’s Employee Share Option Plan and approved by shareholders at the 2021 Annual General Meeting. Results of which can be found at: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx- research/1.0/file/2924-02443339- 6A1059204?access_token=83ff96335c2d45a094df02a206a39ff4

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest after change

Part 3 –[+] Closed period

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 trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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: Carnaby Resources Limited ABN: 62 610 855 064

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	Gregory Barrett
Date of last notice	29/10/2020

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 the relevant interest.	HOOKIP PTY LTD Gregory Barrett is a Director and Beneficiary
Date of change	28/10/2021
No. of securities held prior to change	HOOKIP PTY LTD - 4,444,418 ordinary fully paid shares - 2,000,000 unlisted options expiring 23/04/2024 @ $0.09 - 1,000,000 unlisted options expiring 23/04/2024 @ $0.10
Class	CNBAC Unlisted Options
Number acquired	400,000
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil

• 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	HOOKIP PTY LTD - 4,444,418 ordinary fully paid shares - 2,000,000 unlisted options expiring 23/04/2024 @ $0.09 - 1,000,000 unlisted options expiring 23/04/2024 @ $0.10 - 400,000 unlisted options expiring 27/10/2025 @ $0.45
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issued as a performance linked incentive component in the remuneration package pursuant to the Company’s Employee Share Option Plan and approved by shareholders at the 2021 Annual General Meeting. Results of which can be found at: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx- research/1.0/file/2924-02443339- 6A1059204?access_token=83ff96335c2d45a094df02a206a39ff4

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 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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3