Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Co Na /S ch m pa ny me em e	Co Lit hiu Lim ite d re m
AC N/ AR SN	14 6 28 7 80 9

1. De of ta ils bs ta nt ia l h ol de r ( 1) su
Na me	Ga nfe Ne En Te ch log y D elo t ( Su zh ) C , L TD . ( Ga nf g) of d e h th titi in An A ng w er gy no ev pm en ou o. en an ac e en es ne xu re (G fe G En tit ies ) an ng ro up _ __
AC N/ AR SN (if pli ble ) ap ca	No t a lic ab le pp

Th ho lde r b bs ta nti al ho lde e ec am e a su	/ /20 21 r o n

Details ofvoting power

;

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had ^a relevant interest (3) in on the date the substantial holder became ^a substantial holder are as follows:

Cl of rit ies (4 ) as s se cu	Nu be f s itie m r o ec ur s	Pe n's te (5 ) rso vo s	Vo tin r ( 6) g po we
Or din Fu lly Pa id ar y	10 0,5 91 ,7 15	10 0,5 91 ,7 15	6. 09 % (b ed 1,6 51 ,95 0,2 72 as on din ha iss ) or ar y s re s o n ue

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became ^a substantial holder are as follows:

Ho lde f r ele int nt t r o va er es	Na tu of lev t in te st (7 ) re re an re	Cl nd mb of as s a nu er riti se cu es
Ga nfe ng	Sh iss d Su nt to bs ipt ion Ag t d ate d ar es ue pu rs ua a cr re em en 8 A t 2 02 1, of wh ich is d t th is tic ug us a co py an ne xe o no e d rke d A B. an ma nn ex ur e	10 0, 59 1,7 15 din ha or ar y s re s

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Ho lde f r ele nt r o va int t er es	Re gis te d ho lde f re r o riti se cu es	Pe titl ed to be rso n en gis te d ho lde r ( 8) re re as	Cl nd mb as s a nu er of riti se cu es
Ga nfe ng	Ga nfe ng	Ga nfe ng	10 0,5 91 ,7 15 din ha or ar y s re s

5. Consideration

The consideration paid for each relevant interest referred to in paragraph ³ above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Ho lde f r ele nt r o va int t er es	of Da te isi tio ac qu n	Co ide tio (9) ns ra n		Cl nd mb as s a nu er of riti se cu es
		Ca sh	No sh n- ca
Ga nfe ng	20 21	\$3 AU D 4, 00 0,0 00		10 0,5 91 ,7 15 din ha or ar y s re s

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Na d A CN /A RS N (if pli ble ) me an ap ca	Na tu of cia tio re as so n
Th titi lis te d in An A e en es ne xu re	Ea ch tity lis d in An A is cia of Ga nfe by vir of cti te te tu en ne xu re an as so ng e se on 12 (2 )(a ) o f t he Co at ion s A ct 20 01 (C th) th titi lat ed bo die rp or as e en es ar e re s of Ga nfe at co rp or e ng

7. Addresses

The addresses of persons named in this form are as follows:

Na me	Ad dr es s
Ga nfe of Ga nfe d ch th ng an ea e ng Gr En titi ou p es	, S Ch No .26 La 40 88 Lu ha Ro ad ha ha i, ina 20 12 04 ne os n ng

Signature

int pr na me	W Xi sh an g oa en	cit ca pa y	Di cto re r
sig he n re	7	da te	I 12 02 1

	DI RE CT IO NS

If there are ^a number of substantial holders with similar or related relevant interests (eg. ^a corporation and its related corporations, orthe manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of ^a group of persons are essentially similar, they may be referred to throughout the form as ^a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 ofthe form. (D

(3) See the definition of "relevant interest" in sections 608 and 671 B(7) of the Corporations Act 2001.
(4) The voting shares of ^a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has ^a relevant interest in.

(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, ^a copy of any document setting out the terms of any relevant agreement, and ^a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with ^a written statement certifying this contract, scheme or arrangement; and (a)
any qualification ofthe power of ^a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). (b)

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

If the substantial holder is unable to determine the identity ofthe person (eg. if the relevant interest arises because of an option) write "unknown."' (8)

(9) Details ofthe consideration must include any and all benefits, moneys and other, that any person from whom ^a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of ^a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even ifthey are not paid directly to the person from whom the relevant interest was acquired.

⁽²⁾ See the definition of "associate" in section 9 of the Corporations Act 2001.

Annexure "A"

This is Annexure "A" of 1 page referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 2021. 22 October

Signature (above) Wang Xiaoshen Director Ganfeng New Energy Technology Development (Suzhou) Co., LTD.

Details of Ganfeng Group Entities

Na me	Co mb m pa ny nu er	of Ju ris dic tio n gis tra tio re n
Ga nfe Lit hiu Co .,L td ng m	91 36 05 00 71 65 75 12 5F	Ch ina
Sh gh ai Ga nfe Int tio l T din Co Ltd an ng er na na ra g .,	91 31 01 15 MA 1H AJ W L6 K	Ch ina
So Lit hiu ltd no ra m	11 34 96 94	W ale & En gla nd s
Ga nfe Ne En Te ch log De lop nt (S ho u) Co Ltd ng w er gy no y ve me uz .,	91 32 05 94 26 C5 Q2 MA 7Y	Ch ina
GF L A lia Pt y L td tra us	64 17 88 01 6	Au str ali a
GF L Int tio l C , L td er na na o.	15 80 18 3	Ho Ko ng ng
Ga nfe No rth Am ica IN C ng er	00 27 58 47 4	Ca da na
Ex Ca ial BV IN C pt ar		Ne th lan ds er
Ga nfe Co Lit hiu Ne th lan ds B.V ng m er .,	72 87 05 91	Ne th lan ds er
Mi Ex S. A. ne ra ar		Ar ina nt ge
Co Ma ria Lit hiu . L td na m	21 16 67 8	Ho Ko ng ng
Ga nfe L'r tio Ar nt ina S. A. ng ge	00 36 36 06	Ar ina nt ge
Co Int tio l L ith ium er na na rp		Ca da na
Lit io Mi Ar nt ina S. A. ne ra ge	36 26 /L/ 20 09 -0 09 17	Ar nt ina ge
Bl ks irs Lit hiu Ltd ta ac m	53 42 74	Ire lan d
Re ed Ind tria l M ine ls F't y L td us ra	13 88 05 72 2	Au str ali a
Mo t M ion Lit hiu Co Ltd un ar m .,	25 33 20 9	Ho Ko ng ng
Ha loc k Mi nin Inv t L td tm ve g es en	25 53 90 1	Ho Ko ng ng
Fe xin Ga nfe Lit hiu Ind try Co Ltd ng ng m us .,	91 36 09 21 75 67 70 03 XG	Ch ina
Yi ch Ga nfe Lit hiu Co ., L td un ng m	91 36 09 00 67 79 59 54 4R	Ch ina
Ni du Ga nfe Lit hiu Co Ltd ng ng m .,	91 36 07 30 MA 35 K7 X0 5F	Ch ina
Jia xi Ga nfe Re cli Te ch log y C , L td ng ng cy ng no o.	91 36 05 00 MA 35 GC E4 9Y	C hin a
Xi Ga nfe Lit hiu Co Ltd ny u ng m .,	91 36 05 00 MA 39 B8 N9 2J	Ch ina
Ga nfe Co Fe xin Re ble Lit hiu Re Ltd ng ng ne wa m so ur ce s .,	91 36 09 21 68 85 34 07 7G	Ch ina
Jia xi Ga nfe Te sti & Co ult ing Se ice Co Ltd ng ng ng ns rv .,	91 36 05 00 79 94 34 8N 75	C hin a
Xi Ga nfe Tr tio Co Ltd ta ny u ng an sp or n .,	91 36 05 03 66 74 94 80 00	Ch ina
Jia xi W t R Lit hiu Ind try Co Ltd ng es es ou rce s m us .,	91 36 07 30 55 08 71 00 3H	Ch ina
Jia Yo ai Ne En Co Ltd ng su up w er gy .,	91 32 07 23 56 68 38 50 00	Ch ina
Sh Co zh M be li E lec tro nic Ltd en en s .,	91 44 03 00 74 12 01 00 2Y	Ch ina
Xi Ga nfe Ch ica l M hin Eq uip nt Co Ltd ny u ng em ac er y me .,	91 36 05 00 MA 3A BB 99 21	Ch ina
Jia xi Ga nfe BA TT ER Y Te ch log y C , L td. ng ng no o.	91 36 05 00 57 61 29 02 6E	Ch ina
Ga nfe y C Jia xi Ne En Te ch log , L td ng ng er gy no o. w	91 36 05 00 MA 36 AK 56 8H	Ch ina
Jia Yu Ro Ne En Te ch log Ltd ng su an ng w er gy no y	91 32 05 94 MA 1M RF 93 9E	Ch ina
Zh eji Fu nL ith ium Ne En Te ch log y C , L td an g w er gy no o.	91 33 02 01 MA 2A GK W L7 L	C hin a
Do Ga nfe El tro nic Co ., L td ng gu an ng ec s	91 44 19 00 MA 4U L5 0Y 82	Ch ina

Xi Ga nfe El nic Co Ltd tro ny u ng ec s .,	91 36 05 00 MA 37 TA 6N 0C	Ch ina
Ga nfe y C Hu izh Lit hiu Ba tte Te ch log , L td ou ng m ry no o.	91 44 13 00 MA 6N CC 0P 55	Ch ina
Sh zh Ga nfe Lo gis tic Co Ltd en en ng s .,	5G 91 44 03 00 MA JH 99 1F	Ch ina
Qi ha i L ian he M ini Co Ltd ng gc ng ng .,	91 63 28 00 MA 75 8M PL 9E	Ch in a
Ha ixi lia Lit hiu Mi nin Co Ltd ng m g .,	91 63 28 26 MA 75 8U 2A 4E	Ch ina
Xi Ga nfe Ne En Ind try Inv tm t P tn sh ip ny u ng w er gy us es en ar er	91 36 05 04 MA 35 HK P9 75	Ch ina
Da lia Ec Te ch log y C , L td n op ow er no o.	91 21 02 13 66 92 40 70 00	Ch ina
Xi Ci ty Ch gf Inv tm t P tn sh ip ny u an en g es en ar er	91 36 05 02 MA 38 JG UT 54	Ch ina
Jia xi Ch Inv t M t C , L td tm ng an gy e es en an ag em en o.
Xi Yu nd Inv tm t P tn sh ip (lim ite d Pa rtn sh ip) ny u uo es en ar er er	91 36 05 21 MA 37 U2 D1 9M	Ch in a

Annexure "B"

•*

This is Annexure "B" of 13 pages referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 2021. 22 October

.•

Signature (above) Wang Xiaoshen Director Ganfeng New Energy Technology Dev< opment (Suzhou) Co., LTD.

Allens >< Linklaters

Core Lithium Limited

and

Ganfeng New Energy Technology Development (Suzhou) Co., LTD.

Subscription Agreement

QV.1 Building 250 St Georges Terrace Perth WA 6000 Australia 9488 +61 3701 www.allens.com.au

AllensIs anindependentpartnership operating In alliance with LinWalers LLP. 92993506.9

1	D ef	in iti d In te ta tio on s an rp re n	2
	1. 1	D ef in itio ns	2
	1. 2	In te ta tio rp re n	3
	1. 3	St at ts th ba si of kn em le d en on be lie f e s ow ge or	4
2	C di on	4
	2. 1	C di tio Pr ed t on ns ec en	4
	2. 2	Pa rti t c at es m us o- op er e	5
	2. 3	W ai ve r	5
	2. 4	Te in at io be fo C pl io rm et n re om n	5
3	A gr ee	5
	3. 1	S ub rip tio sc n	5
	3. 2	A t t pl ic gr ee m en at io o se rv e as ap n	5
4	R i gh	ts A tt hi S to ub ri pt io S ac ha ng sc n re s	6
5	U nd er	6
	5. 1	Th Is 's de rta ki e su er un ng s	6
	5. 2	Th S ub rib 's de rta ki e sc er un ng s	6
6	N P o	ub lic A ts nn ou nc em en	7
7	R ep re	7
	7. 1	R nt at io d W ep re se nt ie b th ns Is an ar ra s y e su er	7
	7. 2	R nt at io d W ep re nt ie b se th S ub ns an rib ar ra s y e sc er	8
	7. 3	W nt ie te ar ra s se pa ra	8
	7. 4	Li ita tio of lia bi lit m ns y	9
8	Te rm	in at io n	9
9	G ov er	ni La d Ju ris di ct io ng w an n	9
10	N ot ic	es	9
11	G en er	10
	11 .1	A i t ss gn m en	10
	11 .2	No ai w ve r	10
	11 .3	C ts d du ty os an	11
	11 .4	Se bi lit ve ra y	11
	11 .5	Ex te nt of ob li tio ga ns	11
	11 .6	En tir t e ag re em en	11
	11 .7	A dm t m en en	11
	11 .8	Fu rth er as su ra nc es	11
	11 .9	C nt rts ou er pa	11
	11 .1 0	G ST	11

Contents

This Agreement is made on ⁸⁰¹ Aug ²⁰²¹

Parties

Core Lithium Limited (ACN ¹⁴⁶ ²⁸⁷ 809) of Level 1, ³⁶⁶ King William Street, Adelaide, South Australia, ⁵⁰⁰⁰ (the Issuer). 1
Ganfeng New Energy Technology Development (Suzhou) Co., LTD. ^a company incorporated and existing under the laws of the People's Republic of China (the Subscriber). 2

Recitals

^A The Issuer is developing the Finniss Project.

On or about the date of this Agreement, Lithium Developments (a wholly owned subsidiary ofthe Issuer) and the Subscriber will enter into the Offtake Agreement, pursuant to which Lithium Developments agrees to sell Product to the Subscriber. B
The Subscriber has also agreed to subscribe for the Subscription Shares on the terms of this Agreement. The parties acknowledge that the issue of the Subscription Shares will not result in the Subscriber holding more than 10% of the issued shares in the Issuer. C

It is agreed as follows.

¹ Definitions and Interpretation

1.1 Definitions

The following definitions apply unless the context requires otherwise.

Affiliate means any person or entity that is directly or indirectly in control of, controlled by, or under common control with, such other entity, including but not limited to, parent or subsidiary corporations or entities.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN ⁰⁰⁸ ⁶²⁴ 691).

AUD Subscription Amount .means AU \$34,000,000.

Authorisation includes any authorisation, approval, consent, licence, permit, franchise, permission, filing, registration, resolution, direction, declaration, or exemption.

Business Day means ^a day which is not ^a Saturday, Sunday or ^a public holiday in Adelaide, South Australia.

ConditionsPrecedenthas the meaning given in clause 2.1.

Conditions Precedent Date means the date that the last of the Conditions Precedent are fulfilled or waived in accordance with this Agreement.

ConditionsPrecedent EndDate means ³¹ October 2021, or such other date as the parties may agree in writing.

Constitution means the constitution of the Issuer.

CorporationsAct means the CorporationsAct ²⁰⁰¹ (Cth).

Finniss Project means the Finniss Lithium Project located in the Northern Territory ofAustralia on the Cox Peninsula approximately ³⁶ km to the west of the township of Berry Springs and involves the extraction of minerals from ML ³¹⁷²⁶ and ML 32346.

GovernmentalAgency means any:

government or governmental, semi governmental orjudicial entity or authority; or (a)
minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government. (b)

It also includes any regulatory organisation established under statute or any stock exchange.

Group means the issuer and each of its subsidiaries.

Group Member means any member of the Group.

InsolvencyEvent has the meaning given in the Offtake Agreement.

Listing Rules means the official listing rules ofthe ASX.

Lithium Developments means Lithium Developments (Grants NT) Pty Ltd (ACN ⁶²² ⁰⁴⁷ 232).

Offtake Agreement means the Offtake Agreement between Lithium Developments and the Subscriber or an Affiliate appointed by the Subscriber dated on or around the date of this Agreement.

Settlement Date means the date that is ³ Business Days afterthe Conditions Precedent Date.

Shares means fully paid ordinary shares ofthe Issuer.

Signing Date means the date on which this Agreement is executed by both parties.

Specified Clauses means clauses 1,2,6, 8, 9,10 and 11.

Subscription Shares means 100,591,715 Shares issued atAU\$ 0.338 per Share (being thevolume weighted average sale price per Share (VWAP) over the ¹⁰ consecutive Trading Days (as that term is defined in the Listing Rules) up to and including Friday, ⁶ August 6, ²⁰²¹ multiplied by 1.10).

Transaction Documents means:

this Agreement; and (a)
the Offtake Agreement. (b)

1.2 Interpretation

(a) Headings are for convenience only and do not affect interpretation.
Mentioning anything after /nc/udes, including, for example, or similar expressions, does not limit what else might be included. (b)
The following rules apply unless the context requires otherwise. (c)
(i) The singular includes the plural, and the converse also applies.
(ii) ^A gender includes all genders.
(iii) If ^a word or phrase is defined, its other grammatical forms have ^a corresponding meaning.
(iv) ^A reference to ^a person includes ^a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises ^a separate legal entity.
(v) ^A reference to ^a clause is ^a reference to ^a clause ofthis Agreement.
(vi) ^A reference to an agreement or document (including ^a reference to this Agreement) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that

other agreement or document, and includes the recitals, and schedules and annexures to that agreement or document.

(vii) ^A reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in ^a visible and tangible form.
(viii) ^A reference to ^a party to this Agreement or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party'^s legal personal representatives).
(ix) ^A reference to legislation or to ^a provision of legislation includes ^a modification or re-enactment of it, ^a legislative provision substituted for it and ^a regulation or statutory instrument issued under it.
(x) ^A reference to conduct includes an omission, statement or undertaking, whether or not in writing.
(xi) ^A reference to ^a right or obligation of any two or more people comprising ^a single party confers that right, or imposes that obligation, as the case may be, on each ofthem severally and each two or more of them jointly. ^A reference to that party is ^a reference to each ofthose people separately (so that, for example, ^a representation or warranty by that party is given by each ofthem separately). (xii) ^A reference to ^a day means ^a day in the jurisdiction where the relevant obligation is to be performed.

1.3 Statements on the basis of knowledge or belief

Any statement made by ^a party on the basis of its knowledge and belief or awareness is made on the basis that the party has, in orderto establish that the statement is true and not misleading in any respect:

(a) made all reasonable inquiries of the officers, managers, employees and other persons with responsibility for the matters to which the statement relates; and
(b) ifthose inquiries would have prompted ^a reasonable person to make further inquiries, made those further inquiries,

and that, as ^a result of those inquiries, the party has no reason to doubt that the statement is true and not misleading in any respect.

² Conditions Precedent

2.1 Conditions Precedent

This Agreement (other than the Specified Clauses) will not bind the parties and settlement will not proceed unless and until the following conditions (the Conditions Precedent) are fulfilled or waived in accordance with this Agreement:

(a) (PDRC approval) the Subscriber receiving the approval of:
(i) the Provincial Development and Reform Commission ofthe People's Republic of China;
(ii) the Ministry of Commerce of the People's Republic of China;
(iii) the State Administration of Foreign Exchange ofthe People's Republic of China; and

Subscription Agreement Aliens xUnklaters

(iv) any provincial equivalent of the foregoing organisations, in each case, if and to the extent required under applicable Law to the transactions contemplated by the Transaction Documents;
(b) (Shareholder Approval): the Issuer securing shareholder approval under Listing Rule 7.1 for the issue of the Subscription Shares;
(c) (Transaction Documents): each Transaction Document has been duly executed by all parties to them; and
(d) (Financing): The Issuer entering into binding arrangements for ^a minimum total financing (inclusive of the AUD Subscription Amount) of no less than AU\$80,000,000.

2.2 Parties must co-operate

(a) Each party must co-operate with the other and do all things reasonably necessary to procure that the Conditions Precedent are fulfilled as soon as reasonably possible, and in any event on or before the Conditions Precedent End Date.
(b) The Subscriber agrees to provide weekly updates to the issuer with respect to the status of the approvals referred to in clause 2.1(a), such updates to include ^a summary of any correspondence with ^a body referred to in clause 2.1(a).
(c) The Subscriber must notify the Issuer immediately upon any approval referred to in clause 2.1(a) being received.
(d) The Issuer must notify the Subscriber immediately upon securing the binding arrangements referred to in clause 2.1(d).

2.3 Waiver

(a) The Condition Precedent in clause 2.1 (a) has been included for the benefit ofthe Subscriber and only the Subscriber may, in its sole and absolute discretion waive that Condition Precedent.
(b) The Condition Precedent in clause 2.1(b) has been included for the benefit ofthe Issuer and only the Issuer may, in its sole and absolute discretion waive that Condition Precedent.
(c) The Conditions Precedent in clause 2.1 (c) and 2.1 (d) have been included for the benefit of the Parties and may only be waived by the consent of the Parties.

2.4 Termination before Completion

Ifthe Conditions Precedent are not satisfied, or waived in accordance with clause 2.3, by the Conditions Precedent End Date, this Agreement (other than the Specified Clauses) will be null and void and of no effect.

3 Agreement to Subscribe

3.1 Subscription

The Subscriberwill subscribe, and the Issuer will Issue to the Subscriber, the Subscription Shares on the Settlement Date for the AUD Subscription Amount.

3.2 Agreement to serve as application

This Agreement serves as an application by the Subscriber for the allotment of the Subscription Shares on the Settlement Date and accordingly it will not be necessary forthe Subscriber to

provide ^a separate (additional) application on or prior to the Settlement Date. The Subscriber agrees to be bound by the Constitution of the Issuer upon the issue ofthe Subscription Shares.

⁴ Rights Attaching to Subscription Shares

The Subscription Shares will rank equally in all respects with the existing Shares on issue when the Subscription Shares are issued.

⁵ Undertakings

5.1 The Issuer's undertakings

(a) The Issuer must
(0 within one Business Day after the Subscriber pays the AUD Subscription Amount in accordance with clause 5.2(a), issue ^a holding statement to the Subscriber in respect ofthe Subscription Shares and apply for quotation of the Subscription Shares in accordance with the Listing Rules at its own cost and use its best endeavours at its own cost to obtain quotation of the Subscription Shares;
either: (ii)
- (A) issue ^a notice under section 708A(5)(e) of the Corporations Act within ⁵ Business Day of the date of issue of the Subscription Shares (Cleansing Notice); or
- (B) in the event the Company is not able to issue ^a Cleansing Notice due to the operation of \$708A(5)(b) of the Corporations Act, within ¹⁵ Business Days ofthe date of issue of the Subscription Shares, lodge ^a prospectus with the Australian Securities and Investments Commission necessary to satisfy section 708A(11) ofthe Corporations Act;
prepare and lodge on ^a prompt and timely basis ail documents required by the Listing Rules as necessary for the consummation of the transactions contemplated by this Agreement; (iii)
use all reasonable efforts to co-operate with the Subscriber and its representatives in: (iv)
- (A) preparing all documents required to be lodged by the Subscriber with ASX in connection with the execution, delivery and performance of this Agreement and the transactions contemplated by it; and
- (B) achieving the timely lodgement of ail such documents;
use a!! reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary or appropriate to consummate the transactions contemplated by this Agreement; and (v)
immediately notify the Subscriber if at any time before the Settlement Date the issuer becomes aware of any third party objecting to, challenging, interfering with or obstructing (or proposing to object to, challenge interfere with or obstruct) any ofthe transactions contemplated by this Agreement. (vi)

5.2 The Subscriber's undertakings

(a) The Subscriber must pay, or cause to be paid, the AUD Subscription Amount to the Issuer in AU dollars in immediately available funds on the Settlement Date to the account notified by the Issuer to the Subscriber.

(b) The Subscriber will use ail reasonable efforts to co-operate with the Issuer and its representatives in:
(i) preparing all documents to be lodged by the issuer with ASX in connection with the execution, delivery and performance of this Agreement and the transactions contemplated by it; and
(ii) timely lodgement of all such documents.
The Subscriber will use all reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary or appropriate to consummate the transactions completed by this Agreement. (c)

No Public Announcements 6

(a) The Parties must, where practical and acting reasonably, agree in advance the text of, and any translations in respect of, all public announcements to be made in relation to this Agreement.
(b) ^A Party must not make ^a public announcement in relation to this Agreement unless it has first provided ^a draft copy ofthe public announcement to the other Party for its review.
(c) ^A Party is not required to comply with clause 6(b) if, and to the extent, the Party is required to make the relevant announcement under any necessarily applicable legislation or under the rules or regulations of ^a recognised stock exchange applicable to the Party so disclosing.

⁷ Representations and Warranties

7.1 Representations and Warranties by the Issuer

The Issuer represents and warrants to the Subscriber that each of the following statements is true, accurate and not misleading as at each of the Signing Date and the Settlement Date (unless otherwise stated):

(a) (status) It is ^a body corporate validly existing under the laws of its place of incorporation or establishment.
(b) (corporate power) It has the corporate powerto enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
(c) (corporate action) Subject to clause 2.1(b) it has taken all necessary corporate action to authorise the entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement. On the Settlement Date, full beneficial title in the Subscription Shares will vest in the Subscriber.
(d) (information) To the best of the Issuer's knowledge and belief, with effect from the Signing Date, the information provided or made available by the Issuer relating the Issuer or the Finniss Project was current, accurate in all material respects and not misleading at the time it was provided, noting that information may change over time,
(e) (binding obligation) This Agreement is its valid and binding obligation.
(f) (no contravention) Neither the entry into nor performance by it of this Agreement nor any transaction contemplated under this Agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets.
(g) (consents/approvals) Subject to clause 2.1(b) and except forthe admission ofthe Subscription Shares to the Official List ofASX, no consent, approval, authorisation, order,

registration or qualification of or with any Governmental Agency or any other person is • required for the Issuer to perform its obligations under this Agreement.

(h) (title) The tenements ML 31726, ML 32074, ML ³²³⁴⁶ and ML ³²²⁷⁸ comprising part of the Finniss Project (Finniss Tenements) are in full force and effect, in good standing and fully beneficially and legally owned by Lithium Developments.
(i) (encumbrances) As at the Signing Date, other than encumbrances granted pursuant to the terms of the Gross Overriding Royalty Agreement with LRD ¹ Corporation, security obligations set out in the Finance Facility with the Northern Territory Government, and ^a lien or charge arising by operation of law in the ordinary course of ordinary business, there are no encumbrances affecting the Finniss Tenements or agreements, arrangements or understandings to grant encumbrances.
(j) (securities on issue) As at the Signing Date:
(i) the Issuer'^s Appendix 3G dated and released to the ASX on ³⁰ July ²⁰²¹ accurately describes the number offully paid ordinary shares and unquoted options on issue by the Issuer; and
(ii) the number of performance rights on issue is 21,613,332.

The representations and warranties by the Issuer in this clause 7.1 are continuing obligations of the Issuer and survive the issue ofthe Subscription Shares and do not merge on the Settlement Date.

7.2 Representations and Warranties by the Subscriber

The Subscriber represents and warrants to the Issuer that each ofthe following statements is true, accurate and not misleading as at each of the Signing Date and the Settlement Date:

(a) (status) It is ^a body corporate validly existing under the laws of its place of incorporation or establishment.
(b) (corporate power) It has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
(c) (corporate action) It has taken all necessary corporate action to authorise the entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement.
(d) (binding obligation) This Agreement is Its valid and binding obligation.
(e) (no contravention) Neither the entry into nor performance by it of this Agreement nor any transaction contemplated under this Agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets.
(f) (exempt subscriber) As at the Settlement Date, it is ^a person to whom offers of securities are exempt from disclosure under the law of its jurisdiction of incorporation, and no offer document or registration of an offer document is required to be provided or lodged with any Governmental Agency.

7.3 Warranties separate

Each warranty in clauses 7.1 and 7.2 are separate and independent and except as expressly provided to the contrary in this Agreement are not limited by reference to any other warranty.

Limitations of liability 7.4

To the maximum extent permitted by law, all terms, conditions, warranties and statements (whether express, implied, written, oral, collateral, statutory or otherwise) which are not expressly set out in this Agreement are excluded and, to the extent they cannot be excluded, the Issuer disclaims all liability in relation to them.

8 Termination

The Issuer may terminate this Agreement any time priorto the issue of any Subscription Shares by notice to the Subscriber if:

(a) the Issuer is in any way prevented by any regulatory authority from proceeding, with the issue of the Subscription Shares; or
(b) the Subscriber suffers an Insolvency Event or the Issuer'^s issue of the Subscription Shares would be ^a breach of any applicable law, regulation or ordinance.

⁹ Governing Law and Jurisdiction

(a) This Agreement is governed by the laws of South Australia. In relation to it and related non-contractual matters each Party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there, and waives any right to object to the venue on any ground.
(b) The Subscriber:
(I) irrevocably appoints the following entity as its agent to accept service of process and other documents in any action or proceedings:

Dentons Australia, Level 7,150 St Georges Terrace, Perth (Attention: David Perks);

must ensure that at all times in each jurisdiction, the relevant agent or ^a replacement acceptable to Core remains present and authorised to accept service of process and other documents on its behalf and, if there is ^a replacement, it must immediately notify Core and provide it with satisfactory evidence ofthe replacement'^s acceptance of its appointment; and (")
agrees that service of any process or documents on the agent (or any replacement) will be sufficient service on it. (ill)

10 Notices

Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:

(a) must be in writing and signed by the sender or ^a person duly authorised by the sender (or in the case of email, set out the first and last name and position ortitle of the sender or person duly authorised by the sender);
must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand, or email to the address, or email address below orthe address, or email address last notified by the intended recipient to the sender: (b)

(i) to Issuer: Address: Level 1,366 King William Street, Adelaide 5000

Email: [email protected]

Attention: Simon lacopetta

00 to Subscriber: No.26 Lane ⁴⁰⁸⁸ Luoshan Road, Shanghai, China Address:

Email: [email protected]

201204

Attention: Mr Roy Zhang

will be conclusively taken to be duly given or made and received: (c)
in the case of delivery in person, when delivered; (i)
in the case of delivery by express post, to an address in the same country, two Business Days afterthe date of posting; (i>)
in the case of delivery by any other method of post, six Business Days after the date of posting (if posted to an address in the same country) or ¹⁰ Business Days after the date of posting (if posted to an address in another country); and (HI)
in the case of email, at the earliest of: (iv)
- the time that the sender receives an automated message from the intended recipient's information system confirming delivery of the email; (A)
- the time that the intended recipient confirms receipt of the email by reply email; and (B)
- three hours afterthe time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives, within that three hour period, an automated message that the email has not been delivered, (C)

but ifthe result is that ^a Notice would be taken to be given or made and received:

(v) in the case of delivery by hand or post, at ^a time that is later than 5pm;
(vi) in the case of delivery by email, at ^a time that is later than 7pm; or
(vii) on ^a day that is not ^a Business Day,

in the place specified by the intended recipient as its postal address under paragraph (b) it will be conclusively taken to have been duly given or made and received at the start of business on the next Business Day in that place

11 General

11.1 Assignment

The Subscriber cannot assign, charge, create ^a security interest over, encumber or otherwise deal with any of its rights or obligations under this Agreement, or attempt or purport to do so, without the prior written consent of the Issuer.

11.2 No waiver

(a) No acquiescence, waiver or other indulgence granted by either party to any other party will in any way discharge or relieve that other party from any of its other obligations under this Agreement.
^A failure to exercise or ^a delay in exercising any right, power or remedy under this Agreement does not operate as ^a waiver. ^A single or partial exercise or waiver ofthe exercise of any right, power or remedy does not preclude any other or further exercise of (b)

that or any other right, power or remedy. ^A waiver is not valid or binding on the party granting that waiver unless made in writing.

Costs and duty 11.3

Each Party will bear its own costs arising out of the negotiation, preparation and execution of the Transaction Documents. The Subscriber will bear any duty payable on the Transaction Documents.

11.4 Severability

Any provision of this Agreement which is prohibited or unenforceable in anyjurisdiction will be ineffective as to that jurisdiction to the extent ofthe prohibition or unenforceability. That will not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

Extent of obligations 11.5

If any payment under this Agreement becomes void by any statutory provision or otherwise, the obligations of the party that made the payment will be taken not to have been discharged in respect of that payment and the parties will be restored to the rights which each respectively would have had if that payment had not been made.

Entire agreement 11.6

This Agreement and the other Transaction Documents contain the entire agreement between the parties with respect to its subject matter. It sets out the only conduct, representations, warranties, covenants, conditions, agreements or understandings (collectively Conduct) relied on by the parties and supersedes all earlier Conduct by or between the parties in connection with its subject matter. No Party has relied on or is relying on any other Conduct in entering into this Agreement, the other Transaction Documents and completing the transactions contemplated by it.

Amendment 11.7

No amendment or variation of this Agreement is valid or binding on ^a Party unless made in writing and executed by all Parties and such amendment or variation is also approved by each of the Parties in writing.

Further assurances 11.8

Each Party must do anything reasonably required by the other Party (including executing agreements and documents) to give full effect to this Agreement and the transactions contemplated by it.

Counterparts 11.9

This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

11.10 GST

If GST is payable, or notionally payable, on ^a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply (the GSTAmount). Subject to the prior receipt of ^a tax invoice, the GST Amount is payable at the same time that the other consideration for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to be GST inclusive or the supply is subject to reverse charge.

Executed as an Agreement:

Executed in accordance with section 127 of the Corporations Act ²⁰⁰¹ by Core Lithium Ltd:

/ Directorsignature

GrfiJETtU gAj&qSV-/

Director/Secretary Signature Print Name Print Name

Executed for and behalf of Ganfeng New Energy Technology Development (Suzhou) Co., LTD. by its authorised representative:

Signature of authorised representative Xiaoshen Wang

Name of authorised representative

Signature of witness Wenao Yue Name of witness