CASPIN RESOURCES LIMITED — Capital/Financing Update 2021

Apr 15, 2021

16 APRIL 2021

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ASX RELEASE
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VESTING OF PERFORMANCE RIGHTS

Caspin Resources Limited (ASX: CPN) (“Caspin” or “the Company”) advises that in accordance with the Prospectus dated 12 October 2020 and the Appendix 3G dated 26 March 2021, 520,000 Tranche 3 IPO Performance Rights previously issued to the Board and CEO and 289,251 Tranche 3 Performance Rights previously issued to employees have vested respectively, having met the applicable vesting criteria. The vesting criteria was a 20-day volume weighted average market price ( VWAP ) exceeding A$0.70 per Caspin share.

Accordingly, the vested 520,000 Tranche 3 IPO Performance Rights have been converted into Caspin shares, as per their terms, whilst the balance of 289,251 vested Tranche 3 Performance Rights may be exercised at the holder’s election prior to their expiry.

The following Performance Rights remain unvested:

The following Performance Rights remain unvested:
Tranche 1 Performance Rights vesting upon continuous employment or engagement by Caspin or one of its subsidiaries up to 5.00pm (WST) on 31 December 2021 with nil exercise price and expiry 5 years from date of issue.	248,188
Tranche 2 Performance Rights vesting upon continuous employment or engagement by Caspin or one of its subsidiaries up to 5.00pm (WST) on 31 December 2021) with nil exercise price and expiry 5 years from date of issue.	248,188
Tranche 4 Performance Rights vesting upon 20-day VWAP exceeding A$0.90 per Caspin share with nil exercise price and expiry 5 years from date of issue.	207,124

Please refer enclosed Appendix 3G and Appendix 3Y Change in Director Interest Notices in respect of the conversion of the Tranche 3 IPO Performance Rights.

This announcement is authorised for release by the Board of Caspin Resources Limited.

-ENDS-

For further details, please contact:

Greg Miles

Chief Executive Officer admin@caspin.com.au Tel: +61 8 6373 2000

Legal/74491473_2

About Caspin

Caspin Resources Limited (ASX Code: CPN ) is a new mineral exploration company based in Perth, Western Australia. Caspin’s strategy is to explore and progress its mineral resource projects, and where appropriate, generate, earn into, or acquire new projects with the aim of creating value for Caspin shareholders.

At the Yarawindah Brook Project, Caspin will be exploring Australia’s newest Ni-Cu-PGE province, advancing exploration on multiple fronts using soil geochemistry and Airborne EM in search of new Ni-CuPGE sulphide deposits. Caspin will then test the most prospective targets with drilling programs.

At the Mount Squires Project, Caspin has identified a 50km structural corridor with significant gold mineralisation. The Company will conduct further soil sampling and reconnaissance drilling to identify new targets along strike from the Handpump Prospect. Caspin will concurrently continue to evaluate the potential for Ni-Cu mineralisation along strike from the One Tree Hill Prospect and Nebo-Babel Deposits.

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Follow Us

LinkedIn: https://www.linkedin.com/company/caspin-resources-limited

Twitter: https://twitter.com/CaspinRes

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Legal/74491473_2

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.	Caspin Resources Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ABN 33 641 813 587
1.3	*ASX issuer code	CPN
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.	N/A
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.	N/A
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.5	*Date of this announcement	16 April 2021

• See chapter 19 for defined terms 31 January 2020

Page 1

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 2 – Type of issue

Part 2 –	Type of issue	payment up of equity +securities
Question No.	Question	Answer
2.1	*The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☒+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☐+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☐Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here:
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.	520,000 Tranche 3 Performance Rights (CPNPERC with five-year expiry from date of issue and subject to 24-month escrow from date of ASX quotation of Caspin Resources Limited).
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	16 April 2021
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.	N/A
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	N/A

• See chapter 19 for defined terms 31 January 2020

Page 2

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

				payment up of equity +securities	payment up of equity +securities
2.2c.1		Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.2		*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3		*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities
		insert the name of the associate in	“Name of registered holder”.
		Name of KMP	Name of registered holder		Number of +securities
2.2d.1		*The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list.		☐To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details:
2.2d.2		Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.		N/A

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

2.3	*The +securities being issued are: Tick whichever is applicable	☐Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☒New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3A.1	*ASX security code & description	Fully paid ordinary shares which are unquoted restricted securities until the end of the restriction period (being 24 months from quotation of Caspin Resources Limited (ASX: CPN) on the ASX).
3A.2	*Number of +securities being issued	520,000
3A.3a	*Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class?	Yes. The terms of the new shares are the same as the existing fully paid ordinary shares (CPN) which ASX approved for quotation, but the new shares are unquoted during the escrow period. The company will apply for quotation of the shares at the end of the escrow period.
3A.3b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is “No”.	N/A
3A.3c	*Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”.	N/A
3A.3d	*Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”.	N/A
3A.3e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3A.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	N/A

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Answer
3B.1	*Security description	N/A
3B.2	*Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☒Ordinary fully or partly paid shares/units ☐Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.	N/A
3B.4	*Number of +securities being issued	N/A
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	N/A
3B.5b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is “No”.	N/A
3B.5c	*Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “Yes”.	N/A
3B.5d	*Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “No”.	N/A
3B.5e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	N/A

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.		n/a
3B.7	*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		n/a
3B.8a	Ordinary fully or partly paid shares/units Answer the questions in this section if you selected this	details security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.	AUD
	*Will there be CDIs issued over the +securities?	No
	*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	N/A
	*Is it a partly paid class of +security?	No
	*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).	N/A
	*Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	No
3B.8b	Option details Answer the questions in this section if you selected this	security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the exercise price is payable.	N/A

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
	*Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).	N/A
	*Expiry date The date on which the options expire or terminate.	N/A
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.	N/A
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	*Type of +security Select one item from the list	☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other
	*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.	N/A
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).	N/A
	*Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities	☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other
	Frequency of coupon/interest payments per year Select one item from the list.	☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments	N/A
	Interest rate per annum Answer this question if the interest rate type is fixed.	N/A % p.a.
	*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.	N/A
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.	N/A
	*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed	N/A
	*What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	N/A
	*Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed.	N/A
	*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	N/A % p.a.
	*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	N/A
	*Maturity date Answer this question if the security is not perpetual	N/A

• See chapter 19 for defined terms 31 January 2020

Page 8

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

	*Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	N/A
	*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”.	N/A
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.	N/A

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.	16 April 2021
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.	N/A
4.2	*Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	No

• See chapter 19 for defined terms 31 January 2020

Page 9

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
4.2a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	N/A
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.	N/A
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	Performance rights that have vested and been converted to shares were issued as an incentive component of the remuneration packages of the directors and CEO of Caspin Resources Limited, as detailed in its prospectus dated 12 October 2020.
4.3	Any other information the entity wishes to provide about the issue	520,000 Tranche 3 Performance Rights have vested, having met the applicable vesting criteria. The vesting criteria for Tranche 3 being a 20-day volume weighted average market price (VWAP) exceeding A$0.70 per Caspin share. Accordingly, the Tranche 3 Performance Rights have converted into fully paid ordinary shares in Caspin. The restriction/escrow that was applied to the performance rights has now been applied to the shares issued.

• See chapter 19 for defined terms 31 January 2020

Page 10

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 5 – Unquoted +securities on issue

• See chapter 19 for defined terms 31 January 2020

Page 11

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities	This appendix isnot available as an online form Appendix 3G Please fill in and submit as a PDF announcement Notification of issue, conversion or payment up of equity +securities
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1			*Total number of +securities on issue 4,920,000 2,000,000 2,500,000 248,188 248,188 289,250 207,124
		*ASX security code and description	*Total number of +securities on issue
		Fully paid ordinary shares (CPN) subject to escrow for 24 months from listing Options (CPNAB) with exercise price of $0.30 each, expiry 5 years from listing and subject to escrow for 24 months from listing. Options (CPNAA) with exercise price of $0.30 each, expiry 5 years from date of issue and subject to escrow for 24 months from listing. Tranche 1 Performance Rights subject to vesting condition (vesting upon continuous employment or engagement by Caspin or one of its subsidiaries up to 5.00pm (WST) on 31 December 2021) with nil exercise price and expiry 5 years from date of issue. Tranche 2 Performance Rights subject to vesting condition (vesting upon continuous employment or engagement by Caspin or one of its subsidiaries up to 5.00pm (WST) on 31 December 2021)) with nil exercise price and expiry 5 years from date of issue. Tranche 3 Performance Rights VESTED (previously subject to vesting condition (20-day VWAP exceeding A$0.70 per Caspin share)) with nil exercise price and expiry 5 years from date of issue. Tranche 4 Performance Rights subject to vesting condition (20-day VWAP exceeding A$0.90 per Caspin share) with nil exercise price and expiry 5 years from date of issue.	4,920,000 2,000,000 2,500,000 248,188 248,188 289,250 207,124

• See chapter 19 for defined terms 31 January 2020

Page 12

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or

• your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	*Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	N/A
6.2	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	N/A
6.2a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.	N/A
6.2b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	N/A

• 1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

• (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

  • a summary of the terms of the scheme.

  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

  • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

• See chapter 19 for defined terms 31 January 2020

Page 13

Appendix 3G Notification of issue, conversion or payment up of equity +securities

This appendix is not available as an online form Please fill in and submit as a PDF announcement

		payment up of equity +securities
6.2b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	N/A
6.2c	*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	N/A
6.2c.1	*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20

• See chapter 19 for defined terms 31 January 2020

Page 14

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	Caspin Resources Limited
ABN	33 641 813 587

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 Clifford Lawrenson
Date of last notice	22 January 2021

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.	Solution Management Pty Ltd as trustee for the Lawrenson Family Trust. Mr Lawrenson is a director and shareholder of Solution Management Pty Ltd and a beneficiary of the Lawrenson Family Trust
Date of change	16 April 2021

• 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	• 250,000 fully paid ordinary shares; • 900,000 fully paid ordinary shares (subject to 24- month escrow, until 25 November 2022); • 120,000 performance rights (subject to vesting conditions, five-year expiry from date of issue, subject to 24-month escrow from date of ASX quotation); and • 500,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue and subject to 24-month escrow from date of ASX quotation).
Class	Fully paid ordinary shares (subject to escrow) Performance Rights
Number acquired	120,000 fully paid ordinary shares (subject to escrow)
Number disposed	120,000 performance rights (Tranche 3)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	The performance rights that have vested and been converted to shares were issued as an incentive component of the remuneration packages of the directors of Caspin Resources Limited, as detailed in its prospectus dated 12 October 2020.
No. of securities held after change	• 250,000 fully paid ordinary shares; • 1,020,000 fully paid ordinary shares (subject to 24-month escrow, until 25 November 2022); • 500,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue and subject to 24-month escrow from date of ASX quotation).

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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	Tranche 3 Performance Rights have previously vested, having met the applicable vesting criteria. Accordingly, the Tranche 3 Performance Rights have converted into fully paid ordinary shares in Caspin. The restriction/escrow that was applied to the performance rights has now been applied to the shares issued.

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

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.

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	Caspin Resources Limited
ABN	33 641 813 587

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	Sze Man (Simone) Suen
Date of last notice	22 January 2021

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 & Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Atasa Holdings Pty Ltd as trustee for the TS3A Family A/C • Ms Suen is a shareholder and director of Atasa Holdings Pty Ltd and is a general beneficiary of the TS3A Family A/C
Date of change	16 April 2021

• 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	Direct: • 6,818 fully paid ordinary shares Indirect: • 2,915,158 fully paid ordinary shares; • 700,000 fully paid ordinary shares (subject to 24-month escrow, until 25 November 2022); • 80,000 performance rights (subject to vesting conditions, five-year expiry from date of issue, subject to 24-month escrow from date of ASX quotation); and • 400,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue and subject to 24-month escrow from date of ASX quotation)
Class	Fully paid ordinary shares (subject to escrow) Performance Rights
Number acquired	80,000 fully paid ordinary shares (subject to escrow)
Number disposed	80,000 performance rights (Tranche 3)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Performance rights that have vested and been converted to shares were issued as an incentive component of the remuneration packages of the directors of Caspin Resources Limited, as detailed in itsprospectus dated 12 October 2020.
No. of securities held after change	Direct: • 6,818 fully paid ordinary shares Indirect: • 2,915,158 fully paid ordinary shares; • 780,000 fully paid ordinary shares (subject to 24-month escrow, until 25 November 2022); • 400,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue and subject to 24-month escrow from date of ASX quotation)

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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	The Tranche 3 Performance Rights have previously vested, having met the applicable vesting criteria. Accordingly, the Tranche 3 Performance Rights have converted into fully paid ordinary shares in Caspin. The restriction/escrow that was applied to the performance rights has now been applied to the shares issued.

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

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.

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	Caspin Resources Limited
ABN	33 641 813 587

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	Justin Albert Tremain
Date of last notice	22 January 2021

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.	1. Justin Albert Tremain and Sasha Tara Tremain as trustees of the J & S Tremain Superfund. Mr Tremain is a trustee and a beneficiary of the J & S Tremain Superfund. 2. Justin Albert Tremain as a trustee for the J & S Tremain Family Trust. Mr Tremain is the trustee and a beneficiary of the J & S Tremain Family Trust.
Date of change	16 April 2021

• 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	1. Justin Albert Tremain and Sasha Tara Tremain as trustees of the J & S Tremain Superfund (i) 250,000 fully paid ordinary shares. 2. Justin Albert Tremain as a trustee for the J & S Tremain Family Trust holds: (i) 80,000 performance rights (subject to vesting conditions, five-year expiry from date of issue and subject to 24-month escrow from date of ASX quotation); (ii) 700,000 fully paid ordinary shares (subject to 24-month escrow, until 25 November 2022); and (iii) 400,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue, subject to 24-month escrow from date of ASX quotation).
Class	Fully paid ordinary shares (subject to escrow) Performance Rights
Number acquired	80,000 fully paid ordinary shares (subject to escrow)
Number disposed	80,000 performance rights (Tranche 3)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	The performance rights that have vested and been converted to shares were issued as an incentive component of the remuneration packages of the directors of Caspin Resources Limited, as detailed in its prospectus dated 12 October 2020.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

1. Justin Albert Tremain and Sasha Tara Tremain as trustees of the J & S Tremain Superfund (i) 250,000 fully paid ordinary shares. 2. Justin Albert Tremain as a trustee for the J & S Tremain Family Trust holds: (i) 780,000 fully paid ordinary shares (subject to 24-month escrow, until 25 November 2022); and (ii) 400,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue, subject to 24-month escrow from date of ASX quotation).

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

The Tranche 3 Performance Rights have previously vested, having met the applicable vesting criteria. Accordingly, the Tranche 3 Performance Rights have converted into fully paid ordinary shares in Caspin. The restriction/escrow that was applied to the performance rights has now been applied to the shares issued.

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

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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?	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 4

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	Caspin Resources Limited
ABN	33 641 813 587

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	Dr Jon Hronsky
Date of last notice	22 January 2021

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	16 April 2021
No. of securities held prior to change	• 130,956 fully paid ordinary shares; • 700,000 fully paid ordinary shares (subject to 24- month escrow until 25 November 2022); • 80,000 performance rights (subject to vesting conditions, five-year expiry from date of issue and subject to 24-month escrow from date of ASX quotation); and • 400,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue, subject to 24-month escrow from date of ASX quotation).

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Fully paid ordinary shares (subject to escrow) Performance Rights
Number acquired	80,000 fully paid ordinary shares (subject to escrow)
Number disposed	80,000 performance rights (Tranche 3)
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Performance rights that have vested and been converted to shares were issued as an incentive component of the remuneration packages of the directors of Caspin Resources Limited, as detailed in its prospectus dated 12 October 2020.
No. of securities held after change	• 130,956 fully paid ordinary shares; • 780,000 fully paid ordinary shares (subject to 24- month escrow until 25 November 2022); • 400,000 unlisted options ($0.30 exercise price per option, five-year expiry from date of issue, subject to 24-month escrow from date of ASX quotation).
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The Tranche 3 Performance Rights have previously vested, having met the applicable vesting criteria. Accordingly, the Tranche 3 Performance Rights have converted into fully paid ordinary shares in Caspin. The restriction/escrow that was applied to the performance rights has now been applied to the shares issued.

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

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.

01/01/2011 Appendix 3Y Page 3