LIONTOWN LIMITED — AGM Information 2016

Oct 23, 2016

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A C N 1 1 8 1 5 3 8 2 5

2016 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

The Annual General Meeting of the Company will be held at the office of Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia, on 29 November 2016 at 10.00 am (WST)

CONTENTS

Notice of Annual General Meeting (setting out the proposed Resolutions)	4
Explanatory Memorandum (explaining the proposed Resolutions)	6
Glossary	10
Proxy Form	11

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Liontown Resources Limited ( Liontown or the Company) to which this Notice of Meeting relates will be held at 10.00 am (WST) on Tuesday 29 November 2016 at:

Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

All Shareholders who are entitled to attend and vote at the Meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a Shareholder. Shareholders holding two or more shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise.

To vote by proxy, please complete and sign the Proxy Form enclosed and either send it:

• (a) by post to Liontown Resources Limited, GPO Box 2890, Perth, WA 6001 or

• (b) by facsimile (within Australia) to (08) 9322 5800 and (outside Australia) +618 9322 5800

so that it is received no later than 10.00 am (WST) on 27 November 2016 , being not less than 48 hours prior to the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Where a Proxy Form is executed under power of attorney, the power of attorney must be lodged in the same way as the Proxy Form.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (c) if the proxy is the Chairman of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chairman – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (b) the appointed proxy is not the Chairman of the meeting;

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) the proxy is not recorded as attending the meeting;

• (ii) the proxy does not vote on the resolution,

the Chairman of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2/ LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016

BODIES CORPORATE – CORPORATE REPRESENTATION

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the Meeting. The appointment may be a standing one. A “Certificate of Appointment of Corporate Representative” is attached.

VOTING ENTITLEMENTS

The board has determined that, for the purpose of voting at the meeting, Shareholders are those persons who are registered holders of the Company’s shares at 4 pm (WST) on 28 November 2016.

ENQUIRIES

The Company welcomes enquiries in respect of matters covered in this Notice of Meeting and Explanatory Memorandum and the attendance of Shareholders at the Annual General Meeting. Should you require further information please contact:

The Company Secretary Leanne Stevens Phone: (+61 8) 9322 7431 Fax: (+61 8) 9322 5800 Email: lstevens@ltresources.com.au

LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016 /3

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the Annual General Meeting of the Shareholders of Liontown Resources Limited ( Liontown or the Company ) will be held at the office of Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia on Tuesday 29 November 2016 at 10.00 am (WST).

AGENDA

ORDINARY BUSINESS

FINANCIAL REPORT

To receive and consider the Company’s Financial Report and the reports of the directors and auditors for the year ended 30 June 2016.

RESOLUTION 1 – REMUNERATION REPORT

To consider and, if thought fit, to pass as an ordinary resolution:

“That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2016”

Note: The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

In accordance with section 250R of the Corporations Act votes must not be cast and the Company will disregard any vote cast on Resolution 1 by, or on behalf of:

• a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• b) a Closely Related Party of those persons,

unless the vote is cast by a person as a proxy for a person entitled to vote in accordance with a direction on the Proxy Form or by the Chairman as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit even if Resolution 1 is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

The Chairman intends to vote all available proxies in favour of Resolution 1.

RESOLUTION 2 – RE-ELECTION OF MR ANTHONY CIPRIANO AS A DIRECTOR

To consider and, if thought fit, to pass as an ordinary resolution:

“To re-elect as a Director of the Company, Mr Anthony Cipriano who retires by rotation in accordance with clause 14.4(a) of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election.”

The Chairman intends to vote all available proxies in favour of Resolution 2.

RESOLUTION 3 – RATIFICATION OF SHARE ISSUE

To consider and, if thought fit, to pass as an ordinary resolution:

“That, subject to the withdrawal of Resolution 4, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders approve and ratify the allotment and issue of 25,000,000 Shares to Ramelius Resources Limited (or its nominees) on the terms and conditions set out in the Explanatory Memorandum."

4/ LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016

Voting Exclusion Statement

The Company will disregard any vote cast on Resolution 3 by Ramelius Resources Limited (or its nominees) and any of their associates.

However the Company need not disregard a vote if:

• a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 3.

RESOLUTION 4 – APPROVAL OF SHARE ISSUE

To consider and, if thought fit, to pass as an ordinary resolution:

“That, subject to the withdrawal of Resolution 3, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of 25,000,000 Shares to Ramelius Resources Limited (or its nominees) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any vote cast on Resolution 4 by Ramelius Resources Limited (or its nominees) and and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed, and any of their associates.

However the Company need not disregard a vote if:

• a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 4.

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LEANNE STEVENS Company Secretary

24 October 2016

LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016 /5

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Liontown Resources Limited (ACN 118 153 825) ( Liontown or the Company ) in connection with the business to be transacted at the Annual General Meeting of the Company to be held on 29 November 2016.

At the Annual General Meeting, Shareholders will be asked to consider the following Resolutions:

• (a) the adoption of the Remuneration Report;

• (b) the re-election of Mr Anthony Cipriano as a Director; and

• (c) the ratification of a share issue;

The purpose of this Explanatory Memorandum is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass these Resolutions. It explains the Resolutions and identifies the Board’s reasons for putting them to Shareholders. The Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

FINANCIAL STATEMENTS AND REPORTS

The Corporations Act at section 317 requires the Company to lay before the Annual General Meeting the Annual Report, which includes the Financial Report, Directors’ Report (including the Remuneration Report) and the Auditor’s Report for the last financial year that ended before the Annual General Meeting.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at www.ltresources.com.au/financial-reports;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the Company's auditor questions relevant to:

• (i) the conduct of the audit;

• (ii) the preparation and content of the Auditor's Report;

• (iii) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (iv) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• (a) the content of the Auditor's Report to be considered at the Meeting; and

• (b) the conduct of the audit of the Annual Report to be considered at the Meeting,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

6/ LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016

RESOLUTION 1 – REMUNERATION REPORT

A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with section 250R(2) of the Corporations Act. The Remuneration Report details the Company’s policy on the remuneration of the Company's Key Management Personnel, being its non-executive Directors, executive Directors, the Managing Director and senior executives and is set out in the Company’s 2016 Annual Report.

In accordance with section 250R(3) of the Corporations Act, the vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

Part 2G.2, Division 9 of the Corporations Act provides Shareholders with the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2015 annual general meeting. Accordingly, Part 2G.2, Division 9 of the Corporations Act is not relevant for this Annual General Meeting.

Shareholders will be provided with a reasonable opportunity to ask questions and to make comments on the Remuneration Report at the Annual General Meeting.

Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

• (a) If you appoint a member of the Key Management Personnel (other than the Chairman) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy.

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

• (b) If you appoint the Chairman as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. If you do not direct the Chairman how to vote, you will be taken to expressly authorise the Chairman to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

• (c) If you appoint any other person as your proxy.

• You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

RESOLUTION 2 – RE-ELECTION OF ANTHONY CIPRIANO AS A DIRECTOR OF THE COMPANY

Clause 14.4(a) of the Company's Constitution provides that at each Annual General Meeting one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not exceeding one-third, must retire from office. The Directors to retire are those that have been in office the longest since their last election.

LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016 /7

Mr Anthony Cipriano and Mr Craig Williams were both most recently elected by Shareholders at the 2014 annual general meeting. In accordance with clause 14.4(b) of the Company’s Constitution, they have agreed that Mr Cipriano will retire and seek re-election at this annual general meeting.

Mr Cipriano is a Chartered Accountant with 29 years’ experience, and prior to his appointment as a director, was a Partner at Deloitte for over 15 years. Prior to his retirement at Deloitte, Mr Cipriano was the leader of the Deloitte Perth Tax Practice and Deloitte National Tax Leader for Energy and Resources. Mr Cipriano has significant experience working across tax, accounting, legal and financial aspects of corporate transactions on both a national and international level. Mr Cipriano’s wide ranging financial skills complements the existing Board’s skill set.

Mr Cipriano was appointed as a Director of the Company on 1 July 2014, and is Chair of the Audit Committee. Mr Cipriano qualifies as an independent non-executive director in accordance with Box 2.3 of the Corporate Governance Principles and Recommendations 3[rd] Edition.

Mr Cipriano, being eligible, has offered himself for re-election as a Director of the Company in accordance with clause 14.4(c) of the Constitution.

Recommendation

The Board (except Mr Cipriano) unanimously recommends that Shareholders vote in favour of Resolution 2.

RESOLUTIONS 3 AND 4 – SHARE ISSUE TO RAMELIUS RESOURCES LIMITED

ASX Listing Rule 7.1 prohibits a company from issuing equity securities (which includes ordinary shares and options) representing more than 15% of its share capital in any 12 month period without shareholder approval (subject to certain exceptions). ASX Listing Rule 7.4 allows a company to seek subsequent approval for the issue if the issue did not breach ASX Listing Rule 7.1. The effect of such ratification is that the issue is then deemed to have been one to which shareholder approval has been obtained thus not counting towards the 15% referred to in this paragraph.

The Company announced on 4 August 2016 that it had agreed to acquire the Kathleen Valley Lithium Project in Western Australia from Ramelius Resources Limited, subject to the satisfaction or waiver of certain conditions precedent.

As at the date of this Notice, the conditions precedent remaining are:

• (a) the receipt of consent of each counter party to the assignment or novation of certain third party agreements; and

• (b) the receipt of Ministerial consent to the transfer of the mining leases.

The consideration payable by the Company to Ramelius Resources Limited includes the issue of 25,000,000 Shares ( Consideration Shares ).

Whilst it is intended that the completion of the acquisition will occur before the date of the Meeting, it is possible that the conditions precedent may not be satisfied in sufficient time.

Accordingly, the Company seeks Shareholder approval for:

• (a) the ratification of the issue of the Consideration Shares, should they be issued before the date of the Meeting, pursuant to Resolution 3; and

• (b) in the alternative, the issue of the Consideration Shares, should they not be issued before the date of the Meeting, pursuant to Resolution 4.

Only one of Resolution 3 or Resolution 4 will be put to Shareholders at the Meeting.

If the Consideration Shares are issued before the date of the Meeting, the Company will make an announcement to the market accordingly, withdrawing Resolution 4 from the Notice.

Conversely, if it becomes apparent that the Consideration Shares will not be issued before the date of the Meeting, the Company will make an announcement to the market accordingly, withdrawing Resolution 3 from the Notice.

Shareholders are requested to vote in respect of both of Resolution 3 and 4. Proxy forms will remain valid regardless of which Resolution is withdrawn.

8/ LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016

For the purposes of Resolution 3, pursuant to ASX Listing Rule 7.5 the following additional information is advised in relation to the Placement Shares:

• (a) the number of Shares to be issued is 25,000,000;

• (b) the Shares will be issued in consideration for the acquisition of the Kathleen Valley Lithium Project in Western Australia. As such, they will be issued for nil cash consideration;

• (c) the Shares are to rank equally from the date of issue with all existing Shares in the Company;

• (d) the Shares are to be issued to Ramelius Resources Limited (or its nominees); and

• (e) the purpose of the issue was in consideration to acquire the Kathleen Valley Lithium Project in Western Australia. As such, no funds were raised by the issue.

For the purposes of Resolution 4, pursuant to ASX Listing Rule 7.3 the following additional information is advised in relation to the Placement Shares:

• (a) the maximum number of Shares to be issued is 25,000,000;

• (b) the Shares will be issued within 3 months of the date of the Meeting (subject to any waiver of the Listing Rules granted by ASX);

• (c) the Shares will be issued in consideration for the acquisition of the Kathleen Valley Lithium Project in Western Australia. As such, they will be issued for nil cash consideration;

• (d) the Shares are to be issued to Ramelius Resources Limited (or its nominees); and

• (e) the Shares are to rank equally from the date of issue with all existing Shares in the Company;

• (f) the purpose of the issue was in consideration to acquire the Kathleen Valley Lithium Project in Western Australia. As such, no funds were raised by the issue; and

• (g) it is intended that the issue will occur on one date, being the completion date of the acquisition.

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 3 and 4.

LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016 /9

GLOSSARY

The following is a glossary of terms and abbreviations used frequently throughout this Explanatory Memorandum and in the Notice of Meeting and which such meanings shall apply unless the context requires otherwise. Additional terms used only occasionally are defined where used in their first instance in the body of this Explanatory Memorandum.

ASX:	means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as
	appropriate.
ASX Listing Rules:	means the Listing Rules of ASX.
Board of DirectorsorBoard:	means the board of Directors of the Company.
Business Day:	means a day, other than Saturdays, Sundays or any other public holiday in Perth,
	Western Australia.
Chairman:	means the chair appointed for the Annual General Meeting.
Closely Related Party:	of a member of the Key Management Personnel means:
	(a) a spouse or child of the member;
	(b) a child of the member's spouse;
	(c) a dependent of the member or the member's spouse;
	(d) anyone else who is one of the member's family and may be expected to
	influence the member or be influenced by the member, in the member's
	dealing with the entity;
	(e) a company the member controls; or
	(f) a person prescribed by the_Corporations Regulations 2001 (Cth)_.
Constitution:	means the constitution of the Company.
Corporations Act:	means the_Corporations Act 2001_(Cth).
Directors:	means the directors of the Company.
Explanatory Memorandum:	means this explanatory memorandum.
Key Management Personnel:	means persons having authority and responsibility for planning, directing and
	controlling the activities of the Company, directly or indirectly, including any
	Director (whether executive or otherwise) of the Company.
LiontownorCompany:	means Liontown Resources Limited (ACN 118 153 825).
Managing Director:	means the Managing Director of Liontown.
Meetingor
Annual General Meeting:	means the meeting of Shareholders called by the Notice of Meeting.
Notice of Meeting:	means the notice of meeting of which this Explanatory Memorandum forms part.
Office:	means Level 2, 1292 Hay Street, West Perth, WA 6005, Australia.
Proxy Form:	means the proxy form enclosed with the Notice of Meeting.
Remuneration Report:	means the remuneration report of the Company for the financial year ended 30
	June 2016 (unless otherwise stated) as set out in the Directors’ Report contained in
	the 2016 Annual Report to Shareholders.
Resolution:	means a resolution to be considered by the Shareholders at the Meeting.
Shares:	means fully paid ordinary shares in the capital of the Company.
Shareholder:	means a registered member of the Company.
Strike:	means a 'no' vote of 25% or more on the resolution approving the Remuneration
	Report.
WST:	means Western Standard Time.

10/ LIONTOWN RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING 2016

LIONTOWN RESOURCES LIMITED ACN 118 153 825

PROXY FORM

APPOINTMENT OF PROXY

I/We

being a Shareholder of Liontown Resources Limited entitled to attend and vote at the Annual General Meeting hereby appoint

the Chairman of the Meeting OR

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directors have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Liontown Resources Limited to be held at 10.00 am (WST) on 29 November 2016 at Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note : If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1by marking the appropriate box below.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution	1	Approval of the Remuneration Report
Resolution	2	Re-election of Mr Anthony Cipriano as a Director
Resolution	3	Ratification of Share Issue
Resolution	4	Approval of Share Issue

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

Signed this day of 2016

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature		Director
Signature		Director/CompanySecretary
Signature		Sole Director and Sole CompanySecretary

Instructions for Completing ‘Appointment of Proxy’ Form

1. A Shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

A duly appointed proxy need not be a Shareholder of the Company.

1. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate is either included in the Notice of Annual General Meeting or may be obtained from the Company’s share registry.

1. Completion of a proxy form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.

Please complete and sign the proxy form enclosed and either:

• (a) send the proxy form by post to Liontown Resources Limited, GPO Box 2890, Perth, Western Australia, 6001; or

• (b) send the proxy form by facsimile to the Company on facsimile number (+61 8) 9322 5800,

so that it is received no later than 10.00 am (WST) on 27 November 2016, being not less than 48 hours prior to the commencement of the meeting. Proxy forms received later than this time will be invalid.

Appointment of Corporate Representative

Section 250D of the Corporations Act 2001 (Cwlth)

This is to certify that by a resolution of the directors of:

……………………………………………………………………….………………….….. (Insert name of company)

( Company ), the Company has appointed:

……………..……………………………………………………………………….………, (Insert name of corporate representative),

in accordance with the provisions of section 250D of the Corporations Act 2001 (Cwlth), to act as the body corporate representative of that company at the Annual General Meeting of Liontown Resources Limited to be held at 10.00 am (WST) on 29 November 2016 and at any adjournment of that meeting.

DATED 2016

Executed by the Company ) )

in accordance with its constituent documents

............................................................… ............................................................. Signed by authorised representative Signed by authorised representative ............................................................… ............................................................. Name of authorised representative (print) Name of authorised representative (print)

…………………………………………… …………………………………………. Position of authorised representative (print) Position of authorised representative (print)

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the following instructions to complete the Certificate of Appointment:

1. Execute the certificate following the procedure required by your company’s constitution or other constituent documents.

2. Print the name and position (eg director) of each company officer who signs this certificate on behalf of the company.

3. Insert the date of execution where indicated.

4. Send or deliver the certificate to the registered office of Liontown Resources Limited or fax the certificate to the registered office at (+61 8) 9322 5800.

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LIONTOWN RESOURCES LIMITED Level 2, 1292 Hay Street West Perth Western Australia 6005 Tel: +618 9322 7431 Fax: +618 9322 5800 Email: info@ltresources.com.au Web: www.ltresources.com.au