IONEER LTD — Major Shareholding Notification 2021

Oct 27, 2021

FAX COVER SHEET

	ASX Market Announcements Office
COMPANY	ASX Limited
FAX NUMBER	1300 135 638
FROM	Ashurst Australia (+61 8 9366 8775)
TOTAL PAGES	38 pages
DATE	28 October 2021
RE	Form 603 - Notice of initial substantial holder
COVER MESSAGE

Please find enclosed "Form 603 - Notice of initial substantial holder" in respect of ioneer Ltd (ASX: INR) (ioneer). A copy of this notice has been sent to ioneer.

٠	÷н.,	٠

Allen	Form 603 Corporations Act 2001 Section 671B
	Notice of initial substantial holder
To Company Name/Scheme	loneer Ltd
ACN/ARSN	098 564 606
1. Details of substantial holder (1)
Name	Sibanye Battery Metals Pty Ltd (SBM), Sibanye Stillwater Limited (SSW) and each of the entities listed in Annexure A (collectively, the SSW Group)
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	28 October 2021
	the project of $\epsilon$

2. Details of voting 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:

Class of securities (4)	Number of securities	Person's votes (5) .	Voting power (6)
lOrdinary Shares	145,862,742	145.862.742	7.12% (based on 2,050,059.643) (Ordinary Shares on issue)

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:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
ISEM a sering	Registered holder with relevant interest under section 608(1)(a) of the Corporations Act 2001 (Cth), pursuant to the subscription under the Share Subscription Agreement dated 16 September 2021 (a copy of which accompanies this notice and is marked Annexure B).	l145,862,742 Ordinary Shares
ISSW	Taken under section 608(3)(a) of the Corporations Act 2001 (Cth) to have a relevant interest by reason of having voting power in excess of 20% of SBM.	145,862,742 Ordinary Shares

4. Details of present registered holders

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

Holder of relevant interest	Registered holder of securities	-- Person entitled to be registered as holder (8)	Class and number of securities
ISBM	ISBM	ISBM	1145.862.742 Ordinary Shares

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:

Holder of relevant interest	Date of acquisition	Consideration (9)		_________ Class and number of securities
.		Cash	Non-cash
ISBM	28 October 2021	A\$95.583.854.83		145,862,742 Ordinary Shares

6. Associates

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

Name and ACN/ARSN (if applicable)	Nature of association
The entities listed in Annexure A	Each entity listed in Annexure A is an associate of SSW by virtue of section 12(2)(a) of the Corporations Act 2001 (Cth) as the entities are each controlled by SSW.

7. Addresses

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

Name	Address ---
ISSW Group	Constantia Office Park, Bridgeview House, Building 11, Ground Floor, Cnr 14th Avenue & Hendrik Potgleter Road, Weltevreden Park, South Africa, 1709

Signature

print name Lerato Matiosa	capacity	Company Secretary
sign here A∭ ∕ ∕one	date	28 October 2021

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the 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 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(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:
• $(9)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(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
• any qualification of the power of a person to exercise, control the exercise of, or Influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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

• $(6)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant Interest arlses because of an option) write "unknown."
• $(9)$ Details of the 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 aubstantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

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		Australian Securities & Investments Commission		Form $\mathbf{A}$
	Annexure A			Corporations Act 2001
		SUBSTANTIAL HOLDER.		THIS IS ANNEXURE A OF 4 PAGES REFERRED TO IN FORM 603 - NOTICE OF INITIAL
corporation name ACN or ARBN		IONEER LTD 098 S64 606
further details		LIST OF SSW GROUP ENTITIES - SEE ATTACHMENT
Signature				I certify that the information in this form is true and complete.
	print name Lerato Matlosa			capacity Company Secretary
	sign here A∯∜ ≪		date	28 October 2021
	$\mathcal{E}$

Aquarius Platinum Corporate Services Pty Ltd (Aus) Aquarius Platinum Investments Limited Blue Ridge Platinum Proprietary Limited Braggite Resources Proprletary Limited Everest Platinum Mines Proprietary Limited Hoedspruit Platinum Exploration Proprietary Limited Hoedspruit Platinum Holdings Proprietary Limited Keliber Lithium Proprietary Limited Kroondal Operations Corporate Services Proprietary Limited Kroondal Operations Proprietary Limited Magaliesburg Properties Proprietary Limited Mimosa Holdings (Private) Limited (Zimbabwe) Mimosa Investments Limited (Mauritius) Mimosa Mining Company (Private) Limited (Zimbabwe) Minera Peregrine Argentina SA Minera Peregrine Chile SCM Newshelf 1335 Pty Ltd Peregrine Matals Limited Platinum Mile Resources Proprietary Limited Ridge Mining (Bermuda) Limited Ridge Mining Limited (UK) Ridge Mining Proprletary Limited Ridge Mining Services Proprletary Limited Rustenburg Eastern Operations Proprietary Limited Sheba's Ridge Platinum Proprietary Limited Sibanye Battery Metals Proprietary Limited Sibanye BM France Proprietary Limited Sibanye BM Brazil Proprietary Limited Sibanye Platinum Bermuda Proprietary Limited Sibanye Platinum International Holdings Proprietary Limited Sibanye Platinum Proprietary Limited Sibanye Rustenburg Platinum Mines Proprietary Limited Sibanye-Stillwater Health Partners, Inc. Southern Era Mining and Exploration South Africa Pty Ltd

Stillwater Canada Incorporated

Stillwater Canada LLC

Stillwater Metals Company Incorporated

Stillwater Mining Company

SWC Trading Incorporated

Thor US Holdco Incorporated

Watervale Platinum Mines Proprletary Limited

Zondernaam Mining Proprietary Limited

Stillwater Canada Holdings Incorporated

Bushbuck Ventures Proprietary Limited

Ezulwini Mining Company Proprietary Limited

Golden Oils Proprietary Limited

K2013164354 Proprietary Limited

M Janse van Rensburg Proprietary Limited

Milen Mining Proprietary Limited

Newshelf 1114 Proprietary Limited

Oryx Ventures Proprietary Limited

Puma Gold Proprietary Limited

Qinisele Resources Proprietary Limited

Rand Uranium Proprietary Limited

Sibanye Gold Academy Proprietary Limited

Sibanye Gold Eastern Operations Proprietary Limited

Sibanye Gold Limited

Sibanye Gold Protection Services Limited

Sibanye Gold Shared Services Proprietary Limited

Sibanye Solar FV Proprietary Limited

Witwatersrand Consolidated Gold Resources Proprietary Limited

Witwatersrand Deep Investments Proprietary Limited

4321677 CANADA INC.

6529241 CANADA INC.

ACGE INVESTMENTS LIMITED

AFRIORE INTERNATIONAL (BARBADOS) LIMITED

AFRIORE KENYA LIMITED

AFRIORE LIMITED

$\epsilon$ )

AFRIORE PRECIOUS METALS HOLDINGS INC.

FURUYA METAL

GABON MINING CORPORATION

GREATAWARD LIMITED

KWAGGA GOLD (BARBADOS) LIMITED

LONDON AUSTRALIAN & GENERAL PROPERTY COMPANY LIMITED

LONDON CITY & WESTCLIFF PROPERTIES LIMITED

LONMIN BAHAMAS HOTELS LIMITED

LONMIN CANADA INC

LONMIN FINANCE LIMITED

LONMIN INSURANCE LIMITED

LONMIN MINING COMPANY LIMITED

LONMIN MINING SUPPLIES LIMITED

LONMIN MOZAMBIQUE OIL HOLDINGS LIMITED

SIBANYE UK LIMITED (formerly LONMIN LIMITED)

LONMIN TEXTILES LIMITED

LONRHO DO ROVUMA (PETROLEUM) SARL

LONWEST PROPERTIES LIMITED

LSA (U.K.) LIMITED

METALS TECHNOLOGY INC.

MNG INVESTMENTS LIMITED

SCOTTISH AND UNIVERSAL INVESTMENTS LIMITED

SEDIBELO PLATINUM MINES LIMITED

SOCIETE GABONAISE DE DEVELOPPEMENT MINIER

SOUTHERN PLATINUM (CAYMAN ISLANDS) CORP.

THE AFRICAN INVESTMENT TRUST, LIMITED

TOBS LIMITED

TOPMAST ESTATES LIMITED

WESTERN METAL SALES LIMITED

Western Platinum Proprietary Limited

Eastern Platinum Proprietary Limited

Messina Platinum Mines Limited

Akanani Mining Proprietary Limited

Akanani Share Warehouse CO (RF) Proprietarty Limited

Messina Limited

Vlakfontein Nickel (Pty) Limited

Kwagga Gold (Pty) Limited

Afriore (Pty) Limited

Lonmin Plc South African Branch trading as Lonmin Management Services

$\sim$

$\sim$

$\sim$

$\sim$

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$\Delta \phi = \frac{1}{2} \frac{d\phi}{d\phi}$

$\Delta \sim 100$

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	Australian Securities & Investments Commission		Form $B$
	Annexure B			Corporations Act 2001
				THIS IS ANNEXURE B OF 29 PAGES REFERRED TO IN FORM 603 - NOTICE OF INITIAL SUBSTANTIAL HOLDER.
	corporation name ACN or ARBN	IONEER LTD 098 564 606
	further details		SHARE SUBSCRIPTION AGREEMENT DATED 16 SEPTEMBER 2021
				$\Delta \sim 1$
Signature		I certify that the information in this form is true and complete.
		print name Lerato Matlosa	capacity Company Secretary
	sign here $\blacksquare$		date 28 October 2021

$\sim$

$\mathcal{A}^{\pm}$

Execution Version

asturst

Share subscription agreement

Sibanye Stillwater Limited

Registration number 2014/243852/06

and $\sim$ $\sim$

ioneer Limited ABN 76 098 564 606

Project Patriot

September 16, 2021

[ATHA\DFUZI\1000-113-101]

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CONTENTS

CLAUSE		PAGE
1.		INTERPRETATION
	1.1 1.2 1.3	Definitions Rules for interpreting this document Business Days
Ż.		SUBSCRIPTION FOR SUBSCRIPTION SHARES
	2.1 2.2 2.3 2.4 2.5	Issue and subscription Standstill Restriction on the issue of Shares by the Company Ordinary course of business Nominee
3.		CONDITIONS PRECEDENT
	3.1 3.2 3.3 3.4 3.5	Conditions Precedent Waiver and benefit of Conditions Precedent Obligations to satisfy Conditions Precedent Result of non-satisfaction of Conditions Precedent Subscriber's obligation to Complete
4.		BOARD RECOMMENDATION
	4.1 4.2	Representation Board recommendation
5.		NOTICE OF MEETING AND TIMETABLE
	5.1 5.2 5.3	Obligations of the Company Obligations of the Subscriber Timetable
6.		COMPLETION
	6.1 6.2 6.3 6.4 6.5 6.6	Time and place of Completion Subscriber's obligations at Completion Company's obligations at Completion Company's obligations following Completion Completion simultaneous Dividends
7.		WARRANTIES
	7.1 7.2 7.3 7.4 7.5	By each party generally By the Company Indemnity No extinquishment Reliance on Warranties
8.		LIMITATIONS ON WARRANTY CLAIMS
	8.1 8.2 8.3	Cap on Claims Time limits for bringing Claims Fraud
9.		GST
	9.1 9.2 9.3 9.4	Definitions and interpretation GST pass on Later adjustment to price or GST Tax invoices

$\bar{\beta}$

$\hat{\boldsymbol{\theta}}$ $\bar{z}$ $\mathcal{L}^{\text{max}}$ $\sim 10$

$\overline{1}$

Reimbursements and indemnities CONFIDENTIALITY
Confidential Information Disclosure of Confidential Information Use of Confidential Information Excluded Information Return or destruction of Confidential Information Survival of confidentiality obligations
ANNOUNCEMENTS
Public announcements Public announcements required by law
NOTICES
How to give a notice When a notice is given Addresses for notices
AMENDMENT AND ASSIGNMENT
Amendment Assignment
GENERAL
Governing law Liability for expenses Giving effect to this document Variation of rights Operation of this document No merger Entire agreement Counterparts

Schedule

$\perp$ Application for subscription shares
-2.
Capital structure -3 -
Warrantles
4 Timetable

THIS AGREEMENT is made on September 16, 2021

BETWEEN:

• $(1)$ Sibanye Stillwater Limited Registration Number 2014/243852/06 whose registered office Is at Constantia Office Park, Bridgeview House, Building 11, Ground Floor, Cnr 14th Avenue & Hendrik Potgieter Road, Weltevreden Park, South Africa, 1709 (the "Subscriber"); and
• $(2)$ ioneer Limited ABN 76 098 564 606 whose registered office is at Level 5, 140 Arthur Street, North Sydney NSW 2060 (the "Company").

RECITALS:

The Company has agreed to issue the Subscription Shares to the Subscriber and the $(A)$ Subscriber has agreed to subscribe for the Subscription Shares and pay the Subscription Price to the Company, on the terms of this document.

OPERATIVE PROVISIONS

1. INTERPRETATION

$1.1$ Definitions

The following definitions apply in this document.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as appropriate.

Authorisation means the following and includes any renewal or amendment of them:

• an authorisation, consent, declaration, exemption, notarisation or waiver, however $(a)$ It is described; and
• In relation to anything that could be prohibited or restricted by law if a Government $(b)$ Agency acts in any way within a specified period, the expiry of that period without that action being taken.

Board means the board of directors of the Company.

Business Day means:

• for determining when a notice, consent or other communication is given, a day that $(5)$ is not a Saturday. Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
• $(b)$ for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia and Johannesburg, South Africa.

Claim means any claim, action, proceeding or demand made against the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Cleansing Statement means a notice in relation to the Subscription Shares given by the Company in accordance with section 708A(5) of the Corporations Act.

Competing Proposal means any proposal (including a scheme of arrangement) or offer that would if completed substantially in accordance with its terms, result in any person or persons other than the Subscriber or a related body corporate of the Subscriber acquiring:

• $(a)$ an interest in all or a substantial part of the assets or business of the Company; or
• $(b)$ a Relevant Interest in 20% or more of the Shares.

Completion means the completion of the subscription for and allotment and issue of the Subscription Shares in accordance with this document, and Complete has a corresponding meaning.

Completion Date means the latest of:

• $(a)$ the day which is five Business Days after satisfaction (or waiver under clause 3.2) of the Conditions Precedent in clause 3.1: and
• $(b)$ any other date agreed by the Company and the Subscriber.

Conditions Precedent means the conditions precedent set out in clause 3.1.

Controller has the same meaning as in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Encumbrance means:

• $(a)$ a security interest that is subject to the Personal Property Securities Act 2009 (Cth);
• $(b)$ any other mortgage, charge, pledge or lien; or
• $(c)$ any other interest or arrangement of any kind that in substance secures the payment of money or the performance of an obligation or which gives a creditor priority over unsecured creditors in relation to any property.

End Date means 31 December 2021, or any later date agreed in writing by the Company and the Subscriber.

Equity Security has the meaning given to that term in the Listing Rules.

Fairly Disclosed means information disclosed in writing in sufficient detail and with sufficient specificity so as to enable a reasonable and sophisticated recipient of the relevant information, who is experienced in transactions similar to the transactions contemplated by this document and experienced in an industry similar to the industry in which the business conducted by the Company operates, to identify the nature and scope of the relevant matter, event or circumstance and the fact it may have financial, operational or other consequences and be capable of properly assessing those consequences.

Government Agency means:

• $(a)$ a government or government department or other body;
• $(b)$ a governmental, semi-governmental or judicial person including a statutory corporation; or
• $\mathcal{L}(\mathbf{C})$ a person (whether autonomous or not) who is charged with the administration of a law.

Information Materials means the information provided by, or on behalf of, the Company to the Subscriber as part of its due diligence investigations incorporated in the virtual data room provided by Ansarada entitled "Project Longhorn" and all publicly available information with regards to the Company.

Insolvency Event means, in respect of a person:

• $(a)$ an administrator being appointed to the person:
• a Controller or analogous person being appointed to the person or any of the $(b)$ $(i)$ person's property:
• $(ii)$ an application being made to a court for an order to appoint a Controller. provisional liquidator, trustee for creditors or in bankruptcy or analogous person to the person or any of the person's property; or
• $(iii)$ an appointment of the kind referred to in subparagraph (ii) being made (whether or not following a resolution or application);
• $(c)$ the person who has the benefit of an Encumbrance or any agent on its behalf, appointing a Controller or taking possession of any of the person's property (Including seizing the person's property within the meaning of section 123 of the PPSA) or otherwise enforcing or exercising any rights under the Encumbrance or Chapter 4 of the PPSA:
• $(d)$ the person being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;
• $(e)$ an application being made to a court for an order for its winding up:
• $(f)$ an order being made, or the person passing a resolution, for its winding up;
• the person: $(q)$
• $\left(\mathbf{i}\right)$ suspending payment of its debts, ceasing (or threatening to cease) to carry on all or a material part of its business, stating that it is unable to pay its debts or being or becoming otherwise insolvent; or
• $(11)$ being unable to pay its debts or otherwise insolvent;
• $(h)$ the person taking any step toward entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
• a court or other authority enforcing any judgment or order against the person for $(i)$ the payment of money or the recovery of any property; or
• $(i)$ any analogous event under the laws of any applicable jurisdiction,

unless this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation that has been approved by the Subscriber.

Ioneer 2021 Performance Rights means the number of performance rights equal to the amount of:

• US\$315,000 converted into Australian dollars using the United States dollar to $(a)$ Australian dollar spot rate as at close of business on the Business Day before the 2021 annual general meeting of the Company; plus
• $(b)$ A\$429,304,

divided by the 10 day volume weighted average price of Shares up to the date of the 2021 annual general meeting of the Company proposed to be granted to certain directors of the Company following approval of such grant at the Company's 2021 annual general meeting.

Listing Rules means the listing rules of the ASX.

Loss means any loss, damage, cost, expense or liability incurred by the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Material Adverse Change means a material adverse change, or any development involving a prospective material adverse change, in or affecting or likely to affect the business, operations, assets, liabilities, financial position or performance, profits, losses, earnings position, or results of operations of the Company and its related bodies corporate (taken as a whole) excluding:

• $(a)$ an event, occurrence or matter that Is Fairly Disclosed in the Information Materials;
• $(b)$ an event, occurrence or matter that is Fairly Disclosed in a disclosure letter provided by the Company to the Subscriber on the Business Day prior to the date of this document, such disclosure letter to be in a form agreed between the parties:
• $\left(\infty\right)$ general changes in economic, business, regulatory, legislative or political conditions (or changes or disruptions in any of them after the date of this document) or in securities, credit, financial or other capital markets (including changes after the date of this document generally in prevailing interest rates, lithium prices, currency exchange rates, credit markets);
• $(d)$ changes to accounting standards, laws or regulations, in any judicial or administrative interpretation of law or regulation, or in any practice or policy of a Government Agency that are applicable to the Company or its related bodies corporate: or
• $(e)$ the announcement of the transaction contemplated by this document and the Project Subscription Agreement and/or the identity of the Subscriber or its related bodies corporate.

except, in the case of paragraphs (c) and (d) of this definition, to the extent that the business, operations, assets, liabilities, financial position or performance, profits, losses, earnings position, or results of operations of the Company and its related bodies corporate (taken as a whole) are disproportionately impacted by a material adverse event, occurrence or change described in paragraphs (c) or (d) (as applicable) as compared to other reasonably comparable entities operating in the industry in which the Company operates (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Change).

Project Subscription Agreement means the subscription agreement in respect of the Rhyollte Ridge joint venture transaction between the Company and the Subscriber (or a related body corporate of the Subscriber).

Relevant Interest has the meaning given to that term in the Corporations Act.

Share means an ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Shareholder Resolution means a resolution of the Shareholders approving the issue of the Subscription Shares for all purposes under the Listing Rules (including Listing Rule 7.1).

Standstill Period means the period from the date of this document until the first anniversary of the date of this document.

Subscription Price means, for each Subscription Share, \$0.6553.

PAGE $17/38$

Subscription Shares means 145,862,742 fully paid Shares.

Timetable means the indicative timetable set out in Schedule 4 or as otherwise agreed in writing by the parties.

Warrantles means the warranties, undertakings and representations set out in Schedule 3 and Warranty has a corresponding meaning.

$1.2$ Rules for interpreting this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

• $(a)$ A reference to:
• legislation (including subordinate legislation) is to that legislation as amended, $(i)$ re-enacted or replaced, and includes any subordinate legislation issued under it:
• a document (including this document) or agreement, or a provision of a $(ii)$ document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
• a party to this document or to any other document or agreement includes a $(iii)$ permitted substitute or a permitted assign of that party;
• a person includes any type of entity or body of persons, whether or not it is $(iv)$ incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
• $(v)$ anything (including a right, obligation or concept) includes each part of it.
• A singular word includes the plural, and vice versa. $(b)$
• $(c)$ A word which suggests one gender includes the other genders.
• If a word or phrase is defined, any other grammatical form of that word or phrase $(d)$ has a corresponding meaning.
• If an example is given of anything (including a right, obligation or concept), such as $(e)$ by saying it includes something else, the example does not limit the scope of that thing.
• $(f)$ A reference to \$ or dollars is a reference to Australian dollars.
• The word agreement includes an undertaking or other binding arrangement or $\left( 9\right)$ understanding, whether or not in writing.
• The expression this document includes the agreement, arrangement, $(h)$ understanding or transaction recorded in this document.
• The expression related body corporate has the same meaning as in the $(1)$ Corporations Act.

J.

$1.3$ Business Days

If the day on or by which a person must do something under this document is not a Business Day:

• if the act involves a payment that is due on demand, the person must do it on or by $(a)$ the next Business Day; and
• in any other case, the person must do it on or by the previous Business Day. $(b)$

SUBSCRIPTION FOR SUBSCRIPTION SHARES 2.

$2.1$ Issue and subscription

The Subscriber agrees to subscribe for and pay the Subscription Price for the Subscription Shares, and the Company agrees to allot and issue the Subscription Shares to the Subscriber on the terms of this document.

2.2 Standstill

• Subject to clause 2.2(b), during the Standstill Period, the Subscriber must not and $(a)$ must procure that its related bodies corporate do not:
• acquire or offer to acquire directly or indirectly, a Relevant Interest in any $\langle \mathsf{I} \rangle$ Equity Securities or any right or option to acquire any Equity Securities of the Company unless it has received the prior written consent of the Company; or
• enter into any arrangements involving the conferring of rights the economic $(ii)$ effect of which is equivalent, or substantially equivalent, to acquiring or holding Equity Securities in the Company,

provided that clauses 2.2(a)(i) and 2.2(a)(ii) do not apply:

• $(iii)$ to the subscription under this document or otherwise to the Subscription Shares;
• $(iv)$ to any acquisition made pursuant to:
• a pro-rata entitlement offer (including any accelerated entitlement $(A)$ offer) made by the Company, including in respect of any shortfall facility; or
• any other issue of securities by the Company; $(B)$
• to any acquisition conditional on the approval of shareholders of the Company $(V)$ under item 7 of section 611 of the Corporations Act;
• pursuant to participation by the Subscriber in any dividend reinvestment or $(v)$ bonus share scheme of the Company;
• $(vii)$ pursuant to a cancellation of capital or a share buy-back by the Company; or
• In respect of anything done with the prior written consent or agreement of the $(viii)$ Company.
• $(b)$ Clauses 2.2(a)(i) and 2.2(a)(ii) cease to apply if, after the date of this document:
• $(1)$ the Subscriber or a related body corporate of the Subscriber makes, or announces its intention to make, a change of control proposal for the

Company which is recommended by a majority of the directors of the Company;

• $(ii)$ a Competing Proposal is publicly announced by a person other than the Subscriber or a related body corporate of the Subscriber; or
• a person other than the Subscriber or a related body corporate of the $(iii)$ Subscriber:
• $(A)$ holds or acquires a Relevant Interest in 20% or more of the Shares; or
• $(B)$ directly or indirectly acquires an interest in 20% or more of the Shares.

$2,3$ Restriction on the issue of Shares by the Company

The Company covenants to the Subscriber that between the date of execution of this document and the earlier of the Completion Date or the date on which this document is terminated, the Company will not issue any Equity Securities other than (i) the grant of the Ioneer 2021 Performance Rights, or (ii) the issue of Shares as a result of the exercise of (A) any options or performance rights in the Company that are on issue as at the date of this document as set out in Schedule 2 or (B) the Ioneer 2021 Performance Rights.

2.4 Ordinary course of business

The Company covenants to the Subscriber that between the date of execution of this document and the earlier of the Completion Date or the date on which this document is terminated, the Company must carry on the business of the Company, and procure that each of its related bodies corporate carries on its business, in the ordinary course and not dispose (or permit any related body corporate to dispose) of any material part of its (or their) business or property except (i) in the ordinary course of business, (ii) as disclosed to ASX in accordance with the Listing Rules prior to the date of this document, or (iii) with the prior written consent of the Subscriber.

Nominee 2.5

• $(a)$ At any time up to five Business Days prior to Completion, the Subscriber may by written notice to the Company nominate a nominee, which must be a wholly-owned subsidiary of Sibanye Stillwater Limited, to subscribe for the Subscription Shares under this document in its place (Nominee).
• $(b)$ If the Subscriber nominates a Nominee under clause 2.5(a):
• the Company must ensure that the Subscription Shares are issued to the $(1)$ Nominee, rather than the Subscriber, under this document; and
• $(2)$ the Subscriber must procure that the Nominee complies with all the relevant obligations of the Subscriber under this document.

3. CONDITIONS PRECEDENT

$3.1$ Conditions Precedent

Completion is conditional on:

• $(a)$ the Shareholder Resolution being passed by the requisite majority;

• $(b)$ the Subscriber obtaining approval from the Exchange Control Department of the South Africa Reserve Bank in respect of the subscription for the Subscription Shares;

• the Project Subscription Agreement being executed by all parties to that agreement $(c)$ and the Project Subscription Agreement not being terminated, materially breached or materially amended:

• there being no Material Adverse Change between the date of this document and 8.00 $(d)$ am on the date on which the Shareholder Resolution is put to shareholders of the Company; and
• $(e)$ the Warranties provided by the Company in Schedule 3 remaining true and correct in all material respects immediately before Completion.

3.2 Walver and benefit of Conditions Precedent

the Conditions Precedent are for the benefit of the following persons: $(a)$

Condition	Clause	Benefit of
Shareholder Resolution	3.1(a)	Company and Subscriber
Exchange Control Department Approval	3.1(b)	Subscriber
Project Subscription Agreement	3.1(c)	Company and Subscriber
Material Adverse Change	3.1(d)	Subscriber
Warranties	3.1(e)	Subscriber

$(b)$ where a Condition Precedent in clause 3.1 is expressed to be for the benefit of one party, that Condition Precedent may only be waived by the party that has the benefit of the Condition Precedent giving written notice to the other party. Where a Condition Precedent in clause 3.1 is expressed to be for the benefit of both parties, that Condition Precedent may only be waived by the agreement of both parties.

3.3 Obligations to satisfy Conditions Precedent

The parties must use reasonable endeavours to ensure that the Conditions Precedent in clause 3.1 are satisfied promptly on or before the End Date. The parties must keep each other informed of any circumstances which may result in any Condition Precedent not being satisfied in accordance with its terms. In respect of Condition Precedent 3.1(b), the Subscriber:

• $(a)$ warrants that it has submitted, or will submit within 5 Business Days of the date of this document, the application for approval from the Exchange Control Department;
• $(b)$ must:
• $(i)$ conduct any negotiations with the Exchange Control Department in good faith and not so as to intentionally frustrate the Condition Precedent; and
• $(ii)$ on receiving any request for information from the Exchange Control Department, provide any of the Information requested that is within its possession or control or otherwise procure the provision of such information; and

(c) must accept all reasonable conditions or undertakings imposed by the Exchange Control Department in connection with an approval granted in relation to this document, unless such condition or undertaking will, in the reasonable opinion of the Subscriber, have a materially prejudicial effect on the Subscriber or any of its related bodies corporate or on the completion of the transactions contemplated in this document.

$3.4$ Result of non-satisfaction of Conditions Precedent

If the Conditions Precedent in clause 3.1 are not satisfied or waived under clause 3.2, or it becomes apparent that a Condition Precedent in clause 3.1 is incapable of being satisfied, on or before the End Date, then either party may, by not less than two Business Days' notice to the other party, terminate this document, the effect of which is that all rights and obligations under this document terminate on that date other than:

• under clauses 1 (Interpretation), 10 (Confidentiality), 11 (Announcements), $(a)$ 12 (Notices), 13 (Amendment and Assignment) and 14 (General); and
• $(b)$ rights that accrue before that date.

$3.5$ Subscriber's obligation to Complete

The Subscriber is not required to Complete on the Completion Date if the Company is subject to an Insolvency Event.

BOARD RECOMMENDATION $\overline{4}$ .

$41$ Representation

The Company represents and warrants that:

• the Board has met and considered the proposed issue of Subscription Shares to the $(a)$ Subscriber; and
• each member of the Board confirms that it will publicly recommend that Shareholders $(b)$ vote in favour of the Shareholder Resolution and will vote any and all Shares that it holds or controls in favour of the Shareholder Resolution.

$4.2$ Board recommendation

The Company must procure that:

• each member of the Board publicly recommends that Shareholders vote in favour of $(a)$ the Shareholder Resolution and will not make any public statement or take any other public action which would suggest that the issue of the Subscription Shares to the Subscriber is not unanimously recommended by the Board;
• the Board supports the issue of the Subscription Shares and participates in efforts $(b)$ reasonably required by the Subscriber to promote the merits of the issue of the Subscription Shares;
• the Board collectively, and each member individually, does not change, withdraw or $(c)$ modify its, his or her recommendation for the Shareholder Resolution;
• each member of the Board that holds or has control of, or is appointed as proxy in $(d)$ respect of, Shares, votes such shares in favour of the Shareholder Resolution; and

it includes in all public statements in relation to the issue of the Subscription Shares, $(e)$ a statement to the effect that the Board unanimously recommends that Shareholders vote in favour of the Shareholder Resolution.

$\mathbf{F}_{\mathbf{L}}$ NOTICE OF MEETING AND TIMETABLE

$5.1$ Obligations of the Company

The Company must:

• $(a)$ as soon as is reasonably practicable after the date of this document, prepare and despatch the notice of meeting in respect of the Shareholder Resolution to Shareholders in accordance with all applicable laws and the Listing Rules;
• $(b)$ include in the notice of meeting a statement by the Board unanimously recommending that Shareholders vote in favour of the Shareholder Resolution and stating that each member of the Board will vote any and all Shares that it holds or controls, or is appointed as proxy in respect of, in favour of the Shareholder Resolution:
• $(c)$ convene the extraordinary general meeting of the Company to seek Shareholder approval for the Shareholder Resolution in accordance with all applicable laws and the Listing Rules;
• $(b)$ to the extent not already provided prior to the date of this document, provide the Subscriber with a copy of the draft notice of meeting so that the Subscriber has reasonable time to review and provide comments on the draft notice, and take into account the Subscriber's comments; and
• $(e)$ keep the Subscriber informed of any material matters raised by the ASX in relation to the notice of meeting.

$5.2$ Obligations of the Subscriber

The Subscriber must:

• $(a)$ review the draft of the notice of meeting prepared by the Company and provide any comments on the draft in good faith; and
• $(b)$ provide any assistance or information reasonably requested by the Company in connection with the preparation of the notice of meeting.

5.3 Timetable

The Company and the Subscriber must each use all reasonable endeavours, commit necessary resources and procure that its officers and advisers work in good faith and in a timely and co-operative fashion with the other party to implement the issue of the Subscription Shares as soon as reasonably practicable and in accordance with the Timetable.

6. COMPLETION

$6.1$ Time and place of Completion

Completion will take place at 9.00 am on the Completion Date at Ashurst Australia, Level 11, 5 Martin Place, Sydney NSW 2000 or at any other date, time or place agreed by the Company and the Subscriber.

$6.2$ Subscriber's obligations at Completion

At Completion, the Subscriber will:

• $(a)$ deliver to the Company an application for the Subscription Shares duly completed and executed by the Subscriber, in the form set out in Schedule 1 or in any other form the Company agrees to accept; and
• pay the Subscription Price to the Company in immediately available funds by bank $(b)$ transfer to the bank account nominated by the Company at least five Business Days before the Completion Date (such transfer to be confirmed by evidence of the Subscriber's bank of transfer), or in any other form that the Company may agree to accept as payment.

6.3 Company's obligations at Completion

At Completion, the Company will:

• $(a)$ give the Subscriber a copy of the minutes of a meeting of the Board or circulating resolution (certified by a director or the company secretary of the Company) at or by which the Board resolved to approve, subject to the satisfaction or waiver of the Conditions Precedent and receipt of the Subscription Price, the issue of the Subscription Shares to the Subscriber:
• allot and issue the Subscription Shares to the Subscriber; and $(b)$
• register the Subscriber as the holder of the Subscription Shares. $(c)$

$6.4$ Company's obligations following Completion

Immediately following Completion, the Company must:

• apply to ASX and use its best endeavours to obtain official quotation of the $(a)$ Subscription Shares by ASX;
• $(b)$ issue a Cleansing Statement; and
• deliver to the Subscriber a holding statement showing the Subscriber as the holder $(c)$ of the Subscription Shares.

Completion simultaneous 6.5

In respect of Completion:

• $(a)$ the obligations of the parties under this document are interdependent; and
• all actions required to be performed will be taken to have occurred simultaneously (b) on Completion.

6.6 Dividends

To the extent the Company declares any dividends after the date of this document and prior to the Completion Date, the Subscriber acknowledges and agrees that the Subscription Shares will not have any rights to receive those dividends.

$\overline{7}$ . WARRANTIES

$7.1$ By each party generally

Each party represents and warrants to the other party that each of the Warranties set out in Part 1 of Schedule 3 is true and correct at the date of this document and will be so at the Completion Date.

$7.2$ By the Company

The Company warrants to the Subscriber that each of the Warranties set out in Part 2 of Schedule 3 is true and correct at the date of this document and will be so at the Completion Date.

$7.3$ Indemnity

The Company indemnifies the Subscriber against all Loss arising directly or indirectly from or incurred in connection with any breach by the Company of clauses 7.1 or 7.2.

$7.4$ No extinguishment

The Warranties are not extinguished or affected by any event or matter unless:

• $(a)$ the Subscriber has given a specific written walver or release; or
• $(b)$ the Claim relates to a thing done or not done after the date of this document at the written request or with the written approval of the Subscriber.

$7.5$ Reliance on Warranties

The Company acknowledges that the Subscriber has entered this document and has agreed to subscribe for the Subscription Shares in reliance on the Warrantles provided by the Company in Schedule 3.

8. LIMITATIONS ON WARRANTY CLAIMS

$8.1$ Cap on Claims

The maximum aggregate liability of the Company for Claims by the Subscriber for breach of Warranties given by the Company is limited to an amount equal to the aggregate Subscription Price.

8.2 Time limits for bringing Claims

The Subscriber cannot make any Claims for breach of any Warranty given by the Company unless:

• $(a)$ within 18 months after the Completion Date, the Subscriber gives to the Company notice of the Claims specifying in reasonable detail the matter which gives rise to the Claim, the nature of the Claim, the amount of the Claim and how the amount is calculated; and
• the Subscriber has commenced formal legal proceedings for the recovery of the $(b)$ Losses under the Claim no later than 6 months after the date of that notice.

8.3 Fraud

Notwithstanding any other provisions in this document, no limitation of liability of the Subscriber applied to any Claims against the Company under this document, including in

this clause, to the extent that the liability of the Company or the Claim arises from fraud, wilful concealment or wilful or dishonest conduct on the part of the Company.

9. GST

$9.1$ Definitions and interpretation

$(a)$ Definitions

In this clause:

GST Law means the same as "GST law" means in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

$(b)$ Interpretation

Terms defined in the GST Law have the same meaning in this clause, unless the context otherwise requires.

9.2 GST pass on

If GST is or will be payable by a supplier on a supply made under or in connection with this document, to the extent that the consideration otherwise provided for that supply under this document is not stated to include an amount in respect of GST on the supply:

• the consideration otherwise provided for that supply under this document is $(a)$ increased by the amount of that GST; and
• the recipient must make payment of the increase as and when the consideration $(b)$ otherwise provided for, or relevant part of it, must be paid or provided or, if the consideration has already been paid or provided, within 7 days of receiving a written demand from the supplier.

$9.3$ Later adjustment to price or GST

If the amount of GST on a supply is or should be different from the amount in respect of GST already recovered by the supplier, as appropriate, the supplier within 14 days of becoming aware of the adjustment event:

• $(a)$ may recover from the recipient the amount by which the amount of GST on the supply exceeds the amount already recovered by giving 7 days written notice; or
• must refund to the recipient the amount by which the amount already recovered $(b)$ exceeds the amount of GST on the supply to the extent that the supplier is entitled to a refund or credit from the Commissioner of Taxation; and
• $(c)$ must issue an adjustment note or tax invoice reflecting any adjustment event in relation to the supply to the recipient within 28 days of the adjustment event.

$9.4$ Tax invoices

The right of the supplier to recover any amount in respect of GST under this document on a supply is subject to the issuing of the relevant tax invoice or adjustment note to the recipient.

9.5 Reimbursements and Indemnities

Costs actually or estimated to be incurred or revenue actually or estimated to be $(a)$ earned or lost by a party that is required to be reimbursed or indemnified by another party or used as the basis for calculation of consideration for a supply under this document must exclude the amount of GST referrable to the cost to the extent to which an entitlement arises or would arise to claim an input tax credit and in relation to revenue must exclude any amount in respect of GST referable to the revenue.

$(b)$ The parties each indemnify the other against all GST, and losses, liabilities and expenses (including legal liabilities on a full indemnity basis) that the other incurs (directly or indirectly) as a result of a breach of a warranty or other provision in this document relating to GST.

10. CONFIDENTIALITY

$10,1$ Confidential Information

The following definitions apply in this clause 10.

Confidential Information means information in any form or medium that:

• $(a)$ relates to the business, assets or affairs of each of the parties and their related bodies corporate:
• $(b)$ Is made available by or on behalf of the disclosing party to the receiving party, or is otherwise obtained by or on behalf of the receiving party; and
• is, by its nature, confidential or the receiving party knows, or ought to know, is $(c)$ confidential.

Confidential Information includes the existence and terms of this document.

Confidential Information may be made available or obtained directly or indirectly and before, on or after the date of this document.

Excluded Information means information the receiving party can establish (by documentary evidence):

• is in or enters the public domain through no fault of the receiving party; or $(a)$
• $(b)$ is already known to the receiving party on a non-confidential basis or is disclosed to the receiving party from another source otherwise than in breach of this document.

disclosing party means a party to this document who makes information available.

receiving party means a party to this document who receives Information.

Disclosure of Confidential Information $10.2$

All Confidential Information exchanged between the parties under this document or during the negotiations preceding this document is confidential to them and may not be disclosed to any person except:

• $(a)$ employees, officers, legal advisers, auditors and other consultants of the party or its related bodies corporate requiring the information for the purposes of this document or any transaction contemplated by it;
• $(b)$ with the written consent of the party who supplied the information which consent may be given or withheld in its absolute discretion;
• if a party is required to do so by law, a stock exchange or any Government Agency; $\left( c\right)$ oг

if a party is required to do so in connection with legal proceedings relating to this $(d)$ document.

10.3 Use of Confidential Information

A party must not use any Confidential Information, except for the purpose of performing its obligations under the document or as otherwise required by operation of law.

10.4 Excluded Information

Clauses 10.2 and 10.3 do not apply to the Excluded Information.

10.5 Return or destruction of Confidential Information

A party must immediately upon the written request of the other party:

• deliver to the other party or destroy all documents and other materials containing, $(a)$ recording or referring to Confidential Information which are in its possession, power or control:
• ensure that any person who receives the Confidential Information by its authority $(b)$ returns the Confidential Information (in any form in which it is held) to the other party or destroys the Confidential Information; and
• $(c)$ erase or destroy all electronic and other intangible records containing, recording or referring to Confidential Information.

10.6 Survival of confidentiality obligations

Clause 10 will survive termination of this document irrespective of whether Completion has taken place or not.

$11.$ ANNOUNCEMENTS

$11.1$ Public announcements

The Company and the Subscriber will consult with each other in relation to material public releases in relation to the subscription for the Subscription Shares by the Subscriber and subject to clause 11.2 neither party may, before or after Completion, make or send any material public statement, announcement or communication concerning the subscription for Subscription Shares unless it has first obtained the consent of the other party, which consent must not be unreasonably withheld or delayed.

11.2 Public announcements required by law

Clause 11.1 does not apply to a public announcement or communication required by law or a regulation of a stock exchange, if the party required to make or send it has:

• $(a)$ provided the other party with as much notice as reasonably possible to enable it to seek a protective order or other remedy, and to appreciate the form, timing, nature and extent of any disclosure proposed to be made;
• provided all assistance and cooperation that the other party considers necessary to $(b)$ minimise that disclosure; and
• consulted to the extent possible in the circumstances with the other party and its $\left( c\right)$ legal advisers.

$12.$ NOTICES

$12.1$ How to give a notice

A notice, consent or other communication under this document is only effective if it is:

• in writing, signed by or on behalf of the person giving it or any person acting as an $(a)$ officer or agent of that person;
• $(b)$ addressed to the person to whom it is to be given; and
• $(c)$ either:

$\mathcal{L}_{\mathrm{in}}$

• $(1)$ delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that person's address; or
• $(ii)$ sent by email to that person's email address.

12.2 When a notice is given

A notice, consent or other communication that complies with this clause is regarded as given and received:

• $(a)$ if it is sent by mail:
• $(i)$ within Australia - three Business Days after posting; or
• $(ii)$ to or from a place outside Australia - seven Business Days after posting; and
• $(b)$ if it is sent by email, at the earlier of:
• $(1)$ when the sender reactives an externated mosque confirming delivery, and
• $(II)$ four hours after the time sent (as recorded on the device from which the sender sent the emall) unless the sender receives an automated message that the email has not been delivered.

$12.3$ Addresses for notices

For the purpose of this clause the address of a person is the address set out below or another address of which that person may give notice to each other person:

Subscriber:

Attention:	Laurent Charbonnier, Chief Commercial and Development Officer
Address:	Constantia Office Park, Bridgeview House, Building 11, Ground Floor, Cnr
	14th Avenue & Hendrik Potgieter Road, Weltevreden Park, South Africa, 1709
Email:	Laurent.charbonnier@sibanyestillwater.com
Copy to:	Lerato Matiosa, Company Secretary, Jerato.matiosa@sibanyestillwater.com

Company:

-------------
Attention:	Ian Bucknell
Address:	Level 5, 140 Arthur Street, North Sydney NSW 2060
Email:	Ibucknell@ioneer.com

$13.$ AMENDMENT AND ASSIGNMENT

$13.1$ Amendment

This document can only be amended or replaced by another document executed by the partles.

$13.2$ Assignment

A party may only assign, encumber, declare a trust over or otherwise deal with its rights under this document with the written consent of the other party.

14. GENERAL

$14.1$ Governing law

• This document is governed by the laws of the state of New South Wales. $(a)$
• Each party submits to the jurisdiction of the courts of that state and of any court that $(b)$ may hear appeals from any of those courts, for any proceedings in connection with this document.

14.2 Liability for expenses

• Subject to paragraph (b), each party must pay its own costs and expenses incurred $(a)$ in negotiating, preparing, executing and registering this document.
• The Subscriber must indemnify the Company against, and must pay the Company $(b)$ on demand the amount of, any duty that is payable on or in relation to this document and the transactions that it contemplates.

Giving effect to this document 14.3

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this document.

14.4 Variation of rights

The exercise of a right partially or on one occasion does not prevent any further exercise of that right in accordance with the terms of this document. Neither a forbearance to exercise a right nor a delay in the exercise of a right operates as an election between rights or a variation of the terms of this document.

14.5 Operation of this document

• $(a)$ This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
• Any right that a person may have under this document is in addition to, and does $(b)$ not replace or limit, any other right that the person may have.
• $(c)$ Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.

$\mathcal{L}$

$\hat{\boldsymbol{\beta}}$

J.

l,

14.6 No merger

No provision of this document merges on or by virtue of Completion.

$\mathcal{L}$

$\ddot{\phantom{a}}$

$14.7$ Entire agreement

This document constitutes the entire agreement of the parties about its subject matter and supersedes all negotiations on that subject matter.

$\bar{\beta}$

14,8 Counterparts

This document may be executed in counterparts.

$\sim$

$\lambda$

SCHEDULE 1

Application for subscription shares

To: ioneer Limited (the Company) Level 5, 140 Arthur Street, North Sydney NSW 2060

Attention: Company Secretary

Taater

Dear Sirs

Application for shares pursuant to the Subscription Agreement dated 16 September 2021

Sibanye Stillwater Limited (Registration Number 2014/243852/06) (the Subscriber):

• applies, and agrees to subscribe, for [inumber] fully paid ordinary shares in the capital of $\mathbf{1}$ . the Company (the Subscription Shares);
• $\overline{2}$ . agrees to pay the Subscription Price upon Completion in accordance with the Subscription Agreement; and
• 1. agrees to be bound by the terms of the constitution of the Company,

Capitalised terms which are used but not defined in this application have the meaning given to them (if any) in the Subscription Agreement.

Yours faithfully

Signature of authorised signatory

Name

Title

$\ddot{\phantom{a}}$

$\hat{\mathcal{A}}$

SCHEDULE 2

Capital structure

i.

Shares: 1,904,196,901

Options: 45,369,643

Performance Rights: 29,494,731

$\sim$

$\bar{\beta}$

$\bar{\gamma}$

SCHEDULE 3

Warranties

Part 1 - By each party generally

• $\mathbf{1}$ . (status) It is a body corporate validly existing under the laws of its place of incorporation or establishment.
• $\overline{2}$ . (power) It has full legal capacity and power to:
• $(a)$ own its property and to carry on its business: and
• $(b)$ enter into this document and to carry out the transactions that it contemplates.
• (corporate authority) It has taken all corporate action that is necessary or desirable to з. authorise its entry into this document and to carry out the transactions contemplated.
• (Authorisations) It holds each Authorisation (and is complying with any conditions to $4.$ which any Authorisation is subject) that is necessary or desirable to:
• $(a)$ enable it to properly execute this document and to carry out the transactions that it contemplates:
• $(b)$ ensure that this document is legal, valid, binding and admissible in evidence; or
• enable it to properly carry on its business as it is now being conducted. $(c)$
• 1. (documents effective) This document constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration.
• 1. (no contravention) Neither its execution of this document nor the carrying out by it of the transactions that this document contemplates, does or will:
• $(a)$ contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on It or any of its property;
• $(b)$ contravene any Authorisation:
• contravene any agreement binding on it or any of its property; $(c)$
• if the party is a corporation, contravene its constitution; or $(d)$
• $(e)$ require it to make any payment or delivery in respect of any financial accommodation before it would otherwise be obliged to do so.
• $\mathcal{T}$ . (no trust) It is not entering into this document as trustee of any trust or settlement.
• 1. (not insolvent, no receiver) An Insolvency Event has not occurred with respect to such party or any of its related bodies corporate.
• 1. (not unenforceable) There is no circumstance which could make this document or any transaction contemplated by it void, voidable or unenforceable under any applicable law about insolvency,

Part $2 - By$ the Company

• (Subscription Shares) The Company represents and warrants to the Subscriber that: $\mathbf{1}$ .
• (capital structure) the capital structure of the Company set out in Schedule 2 $(a)$ contains a true, complete and accurate description of all the issued shares, options and other securities in the capital of the Company as at the date of this document, and the Company will comply with clause 2.3 of the Subscription Agreement;
• $(b)$ (rights of Subscription Shares) on their allotment and issue at Completion, the Subscription Shares will be fully paid, validly issued and rank on an equal footing in all respects with the then existing issued shares of the same class in the capital of the Company, and will not be subject to any pre-emptive right or similar right; and
• (no Encumbrance) on allotment and Issue of the Subscription Shares on $(c)$ Completion, the Subscriber will acquire full legal and beneficial ownership of the Subscription Shares free from any Encumbrance or third party interest.
• $2.$ (share issues) Other than disclosed to ASX, there are no agreements, arrangements or understandings in force or securities issued which call for the present or future issue of, or grant to any person the right to require the issue of, any shares or other securities in the Company.
• 1. (compliance with Listing Rules and securities laws) The issue of the Subscription Shares will not breach Listing Rule 7.1, or any other Listing Rule, and does not require registration or qualification under the securities laws of Australia, the United States or South Africa.
• $\overline{4}$ . (disclosure obligations) The Company has fully complied with its disclosure obligations under the Listing Rules and the Corporations Act and has fully and accurately publicly disclosed to ASX all material information concerning the business, assets and liabilities, financial position and performance and profits and losses of the Company and its business operations, and no information has been omitted from such information that would render such information misleading, and there is no information to which Listing Rules 3.1A.1, 3.1A.2 or 3.1A.3 apply, other than the subject matter of this document and the Project Subscription Agreement.
• (quotation) The Company is admitted to the official list (as defined in the Listing Rules) of $\mathbf{S}$ . ASX, has not been removed from the official list and no such removal is threatened by ASX.
• 1. (On-sale) The Company is able to issue the Cleansing Statement in accordance with clause 6.4(b) of the Subscription Agreement and, upon the issue of that Cleansing Statement, an offer for sale of the Subscription Shares in Australia will not require disclosure to investors under Part 6D.2 of the Corporations Act.

AUS\STME\680704515.01

$\sim 10^7$

$\sim 10^7$

$\sim 10^{-11}$

$\sim 10^{-11}$

$\mathcal{L}_{\rm{max}}$

$\sim 10^6$

$\mathcal{A}$

$\sim 10^7$

$\bar{z}$

$\mathcal{A}^{\mathrm{max}}$

SCHEDULE 4

Timetable

Event	Day
Execution of Subscription Agreement	16 September 2021
Despatch of notice of meeting to Shareholders and release to ASX	By 20 September 2021
Extraordinary general meeting held	21 October 2021
Results of extraordinary general meeting announced to ASX	21 October 2021
Issue of Subscription Shares (if Shareholder Resolution approved)	Completion Date
Commencement of quotation of Subscription Shares (if Shareholder Resolution approved)	1 Business Day following the Completion Date

$\sim 10^{-11}$

$\frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2}$

$\bar{\mathcal{A}}$

EXECUTED as an Agreement.

Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

EXECUTED by IONEER LIMITED in

accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of Director

Signature of Secretary

Bernard Rowe Name

Ian Bucknell

Name

EXECUTED as an Agreement.

Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

EXECUTED by IONEER LIMITED in

accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of Director

Bernard Rowe

$\overline{\mathsf{Name}}$

إنبير $\sim$

Signature of Secretary

Ian Bucknell

Name

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

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EXECUTED by SIBANYE STILLWATER LIMITED:

$\bar{r}$

l.

$\overline{\phantom{a}}$

Α ا از زما Signature of authorised signatory

Neal Froneman

Name

$\bar{\gamma}$

$\bar{\beta}$

Chief Executive Officer

$\overline{\text{Title}}$