GODOLPHIN RESOURCES LIMITED — Director's Dealing 2023

Nov 19, 2023

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 Godolphin Resources Limited

ABN 13 633 779 950

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	Jeneta Owens
Date of last notice	23 August 2023

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	Direct	Direct
Nature of indirect interest(including registeredholder)Note: Provide details of the circumstancesgiving rise to the relevant interest.	Not Applicable
Date of change	17 November 2023
No. of securities held priorto change	Type	Exercise Price	Number
	Ordinary fully paid shares	Not Applicable	264,219
	Options	$0.25	1,000,000
	Options	$0.35	1,000,000
	Options	$0.06	66,422
Class	Unlisted options expiring 30 November 2026. Exercise price$0.053 each. (“Options”)
Number acquired	3,000,000 Options
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	$0.023890 each1

1 Options were issued at a nil issue price. $ 0.023890 is the non-cash value of each Option using a Black-Scholes valuation and assuming a 119.8% volatility and 4.17% per annum risk free interest rate.

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	Type		Exercise Price	Number
No. of securities held after	Ordinary fully paid shares		Not Applicable	264,219
change	Options2		$0.25	1,000,000
	Options3		$0.35	1,000,000
	Options4		$0.06	66,422
	Options5		$0.053	3,000,000
Nature of changeExample: on-market trade, off-markettrade, exercise of options, issue of	Granting of unlisted optionsat the Godolphin Resources	for no consideration, as approvedLimited annual general meeting
securities under dividend reinvestment	held 30 October 2023.
plan, participation in buy-back

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	Nil
Nature of interest	Not Applicable
Name of registered holder(if issued securities)	Not Applicable
Date of change	Not Applicable
No. and class of securities to which interest related
prior to change	Not Applicable
Note: Details are only required for a contract in relation to which the interest has
changed
Interest acquired	Not Applicable
Interest disposed	Not Applicable

• 2 1,000,000 unquoted options, each providing the holder with the right to be issued one (1) ordinary fully paid share (Share) by the Company as follows:

  • (i) Each option vests upon the date the Company achieves a volume weighted average price (VWAP) for 30 consecutive trading days exceeding $0.30 per Share; and

  • (ii) An exercise period of two (2) years commencing on the issue date; and

  • (iii) $0.25 per Share exercise price

• 3 1,000,000 unquoted options, each providing the holder with the right to be issued one (1) ordinary fully paid share by the Company as follows:

  • (i) Each option vests upon the date the Company achieves a volume weighted average share price (VWAP) for 30 consecutive trading days exceeding $0.30 per Share; and

  • (ii) An exercise period of three (3) years commencing the issue date; and

  • (iii) $0.35 per Share exercise price

• 4 66,422 unquoted options, each providing the holder with the right to be issued one (1) ordinary fully paid share (Share) by the Company for an exercise price of $0.06 per Share and expiring 31 December 2024.

• 5 3,000,000 unquoted options, each providing the holder with the right to be issued one (1) ordinary fully paid share (Share) by the Company for an exercise price of $0.053 per Share and expiring 30 November 2026.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details and an estimated valuation	Not Applicable
Interest after change	Not Applicable

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contractsdetailed above traded during a+closed periodwhere prior written clearance was required?	No
If so, was prior written clearance provided to allowthe trade toproceed during thisperiod?	Not Applicable
If prior written clearance was provided, on whatdate was thisprovided?	Not Applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011