ASX : LTR

ABN 39 118 153 825

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ASX ANNOUNCEMENT

12 September 2016

Liontown lodges Prospectus for $1.4M rights issue

Liontown Resources Limited (ASX: LTR) (the Company or Liontown ) is pleased to advise that further to the announcement on 6 September 2016, the Prospectus for the 1-for-5 non-renounceable rights issue to raise up to $1,398,900 before issue costs (the Entitlement Offer ) by issuing 139,890,080 new shares was today lodged with ASX and ASIC. Please find attached a copy of the Entitlement Offer Prospectus.

Indicative Offer Timetables

The key dates for the Entitlement Offer are set out below. The dates are indicative only and the Company reserves the right to vary them subject to requirements of the ASX Listing Rules.

Lodgement of Appendix 3B and Prospectus with ASX Notice of Entitlement Offer sent to Optionholders	12 September 2016
Notice of Entitlement Offer sent to Shareholders	14 September 2016
Shares quoted on an “EX” basis	15 September 2016
Record Date for determining Entitlements	16 September 2016
Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders	21 September 2016
Last day to extend the offer closing date	30 September 2016
Closing Date of Entitlement Offer (5pm WST)*	6 October 2016
Shares quoted on a deferred settlement basis	7 October 2016
Notification of shortfall	11 October 2016
Anticipated date for issue of the Shares Deferred settlement trading ends	13 October 2016
Anticipated date for commencement of Shares trading on a normal settlement basis	14 October 2016

The Directors may extend the Closing Date by giving at least three (3) Business Days' notice to ASX prior to the Closing Date. As such the date the Shares issued under the Entitlement Offer are expected to commence trading on ASX may vary.

Further Information

The Entitlement Offer is being made to shareholders with registered addresses in Australia and New Zealand on the Record Date of the Entitlement Offer, which is 5:00pm (AWST) on 16 September 2016 ( Eligible Shareholders ). Shareholders with a registered address outside Australia and New Zealand will

Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia 6005 T: +618 9322 7431 F: +618 9322 5800 E: [email protected] www.ltresources.com.au

not be eligible to participate in the Entitlement Offer. As the Entitlement Offer is non-renounceable, Eligible Shareholders will not be able to sell or otherwise transfer their entitlements.

Eligible Shareholders (other than Directors and related parties of the Company) may, in addition to taking up their Entitlements in full, apply for Additional Shares in excess of their Entitlements. Additional Shares will only be available where there is a shortfall between applications received from Eligible Shareholders, and the number of New Shares proposed to be issued under the Entitlement Offer. Additional Shares will be issued at the discretion of the Directors at the issue price of $0.01 per Additional Share.

If any shortfall remains after the allocation of Additional Shares to Eligible Shareholders as set out above, the Directors reserve the right to place the remaining shortfall at their discretion (at a price not less than the issue price of $0.01 per Share) within three months of the close of the Entitlement Offer.

Full details of the Entitlement Offer is contained in the attached Prospectus (and available from ASX’s website at www.asx.com.au) and to be despatched to Eligible Shareholders in accordance with the indicative timetable set out above. The Prospectus is also available on the Company’s website at www.ltresources.com.au.

The Company will lodge with ASX an Appendix 3B under which the Company will apply for quotation on ASX of the New Shares to be issued pursuant to the Entitlement Offer.

Yours faithfully,

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Tim Goyder Chairman

12 September 2016

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LIONTOWN RESOURCES LIMITED ACN 118 153 825

PROSPECTUS

THIS PROSPECTUS IS BEING ISSUED FOR A NON-RENOUNCEABLE PRO-RATA OFFER TO ELIGIBLE SHAREHOLDERS ON THE BASIS OF 1 NEW SHARE FOR EVERY 5 SHARES HELD ON THE RECORD DATE AT AN ISSUE PRICE OF $0.01 EACH.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SHARES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 12 September 2016 and was lodged with the ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 2, 1292 Hay Street, West Perth, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.3).

The Shares offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment risks.

Acceptances of Shares under the Entitlement Offer can only be submitted on an original Entitlement and Acceptance Form sent with a copy of this Prospectus by the Company. The Entitlement and Acceptance Form sets out an Eligible Shareholder's entitlement to participate in the Entitlement Offer. If acceptance is by BPAY there is no need to return the original Entitlement and Acceptance Form. Applications for Shortfall Shares must be made on the separate section on the Entitlement and Acceptance Form sent with this Prospectus. The issue of Shortfall Shares is at the complete discretion of the Directors. More information on the Shortfall Offer is in Section 1.2.

Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed. No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This document is important and should be read in its entirety before deciding to participate in the Offer. This does not take into account the investment objectives, financial or taxation, or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 4. Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to WST unless otherwise indicated.

CORPORATE DIRECTORY

Directors

Share Registry

Mr Timothy Goyder Chairman Computershare Investor Services Pty Limited Mr David Richards Managing Director Level 11, 172 St Georges Terrace Mr Anthony Cipriano Non-Executive Director Perth WA 6000 Mr Craig Williams Non-Executive Director Company Secretary Lawyers Mrs Leanne Stevens Bellanhouse Legal Ground Floor, 11 Ventnor Avenue[West Perth WA 6005 ]

Registered Office

Level 2 1292 Hay Street West Perth WA 6005 Telephone: +61 (8) 9322 7431 ASX Code: LTR Fax: +61 (8) 9322 5800 [Website: ][www.ltresources.com.au ] Email: [email protected]

PROPOSED TIMETABLE FOR ENTITLEMENT OFFER

ROPOSED TIMETABLE FOR ENTITLEMENT OFFER
Lodgement of Appendix 3B and Prospectus with ASX Notice of Entitlement Offer sent to Optionholders	12 September 2016
Notice of Entitlement Offer sent to Shareholders	14 September 2016
Shares quoted on an “EX” basis	15 September 2016
Record Date for determining Entitlements	16 September 2016
Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders	21 September 2016
Last day to extend the offer closing date	30 September 2016
Closing Date of Entitlement Offer (5pm WST)*	6 October 2016
Shares quoted on a deferred settlement basis	7 October 2016
Notification of shortfall	11 October 2016
Anticipated date for issue of the Shares Deferred settlement trading ends	13 October 2016
Anticipated date for commencement of Shares trading on a normal settlement basis	14 October 2016

The Directors may extend the Closing Date by giving at least three (3) Business Days' notice to ASX prior to the Closing Date. As such the date the Shares issued under the Entitlement Offer are expected to commence trading on ASX may vary.

Section	Page No.
1.	Details of the Offer .......................................................................... 1
2.	Action required by Shareholders ........................................................... 9
3.	Effect of the Offer .......................................................................... 13
4.	Risk factors .................................................................................. 15
5.	Additional information ..................................................................... 21
6.	Directors' Statement and Consent ........................................................ 32
7.	Glossary of Terms ........................................................................... 33

LETTER FROM THE CHAIRMAN

Dear Shareholder

On behalf of your Directors, I am pleased to invite you to participate in a non-renounceable pro-rata 1-for-5 Entitlement Offer at an issue price of $0.01 per Share to raise approximately $1.4 million (before payment of costs).

The issue price represents a discount of 40 per cent to the 14-day VWAP of the closing price of Liontown Shares prior to the date of this Prospectus, providing Shareholders with an opportunity to increase their holdings at an attractive price.

Use of Funds

Subject to the satisfactory completion of the Offer, funds raised will enable the Company to undertake substantial drilling and exploration programs at its two key emerging Australian lithium projects, while also providing working capital to advance other exploration and growth opportunities.

Bynoe Lithium Project, Northern Territory

The proceeds of the Offer will enable the Company to move ahead with a planned drilling program at the Bynoe Lithium Project, located 50km from Darwin in the Northern Territory. The Company recently completed a maiden drilling program at Bynoe, confirming the presence of thick spodumene-related lithium mineralisation.

Liontown has received approvals for a planned program of ~3,000m of Reverse Circulation drilling at the Sandras pegmatite and other nearby targets, although this program may be expanded as a result of the recent identification of other pegmatite targets.

Kathleen Valley, Western Australia

The Company will progress exploration at the Kathleen Valley Lithium Tantalum Project, where it has completed a review of the exploration potential with highly encouraging initial results (see ASX Announcement, 6 September 2016).

Permitting and heritage clearance will be required prior to the planned drill program.

The acquisition of the Kathleen Valley Project remains subject to the satisfaction of a binding conditional agreement (see ASX Announcement, 4 August 2016 for further details). It is anticipated that completion will occur shortly.

Jubilee Reef, Tanzania

The Company also plans to use funds raised under the Offer undertake a review of the existing gold Inferred Mineral Resource at the Jubilee Reef Gold Project in Tanzania to determine the optimum strategy for unlocking the value of this strategically located gold resource.

Emerging Projects

The Company also intends to allocate funds raised towards the progression of exploration activities at the Company’s other emerging lithium projects, including the Lake Percy Lithium Project in WA.

Conclusion

The Board recommends that you take up your Entitlement under the Offer after reading this Prospectus in its entirety including the risks outlined in Section 4. Full details of the Offer are set out in this Prospectus. Shareholders may also wish to avail themselves of the opportunity to take up Shortfall Shares (refer to Section 1.2).

I am also pleased to advise that the directors will take up their full entitlement under the rights issue amounting to approximately $413,250. Please refer to the Investment Overview for further detail.

I look forward to your continued support and on updating you on the Company’s progress.

Yours faithfully

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Tim Goyder Chairman

INVESTMENT OVERVIEW

This Section is intended to highlight key information for potential investors. It is an overview only, and is not intended to replace the Prospectus. Potential investors should read the Prospectus in full before deciding to invest in Shares.

Key Information	Further Information
Transaction specific prospectus This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.	Section 5.2
Risk factors Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 4, including (but not limited to) risks in respect of:  Conditional acquisition:The acquisition of the Kathleen Valley Project remains subject to the satisfaction of a binding conditional agreement (refer to the Company’s announcement of 4 August 2016 for further details). It is anticipated that completion will occur shortly. In addition permit and heritage clearances are required prior to the commencement of exploration activities.  Exploration risk:Mineral exploration is a high risk undertaking. There can be no assurance that further exploration on the Company's projects will result in the discovery of an economic ore deposit.  Future capital needs:Further funding will be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all.  General market risks:As a junior explorer with no production or income, the Company is exposed to general market and economic condition risks.	Section 4
Entitlement Offer This Prospectus is for a non-renounceable entitlement issue of one new Share for every five existing Shares held by Eligible Shareholders on the Record Date at an issue price of $0.01 per new Share to raise up to approximately $1,398,900 (before costs).	Section 1.1
Shortfall Offer	Section 1.2

Key Information	Further Information
Any Entitlement not taken up pursuant to the Entitlement Offer will form the Shortfall Offer. Eligible Shareholders may apply for Shares under the Shortfall Offer subject to such applications being received by the Closing Date. The issue price for each new Share to be issued under the Shortfall Offer shall be $0.01 being the price at which new Shares have been offered under the Entitlement Offer. There is no guarantee that Eligible Shareholders will receive new Shares applied for under the Shortfall Offer.
Eligible Shareholders The Offer is made to Eligible Shareholders only. Eligible Shareholders are those Shareholders who:  are the registered holder of Shares as at 5.00pm (WST) on the Record Date; and  have a registered address in Australia or, subject to the offer restrictions in Section 1.14, New Zealand.	Sections 1.13, 1.14 and 1.15
Use of funds Funds raised under the Offer are intended to be used for exploration activities on the Company's existing projects, as well as for general working capital.	Section 1.3
Effect on control of the Company Shareholders should note that if they do not participate in the Offer, their holdings will be diluted. The Company's largest Shareholder is Mr Timothy R B Goyder and his associates. Mr Goyder is the Chairman of the Company. As at the date of this Prospectus, Mr Goyder has voting power of 26.95%. Mr Goyder has advised the Company that, as at the date of this Prospectus, his intention is to subscribe for up to 37,247,497 Shares pursuant to his Entitlement. In the unlikely event that no Entitlements are taken up by Eligible Shareholders other than the Entitlements attaching to the Shares in which Mr Goyder holds a relevant interest, and no Shortfall Shares are placed, Mr Goyder’s voting power in the Company would increase to a maximum of 30.68%. No other investor or existing Shareholder will hold a voting power greater than 20% as a result of the Offer.	Section 1.6
Indicative capital structure and pro-forma balance sheet The indicative capital structure upon completion of the Offer is set out below:	Sections 3.1 and 3.2

Key Information		Further Information


	Shares
Balance at the date of this Prospectus	699,450,401
To be issued pursuant to the Offer	139,890,080
Total	839,340,481
Directors' interests in Shares and Entitlements The relevant interest of each of the Directors in Shares as at the date of this Prospectus, together with their respective Entitlement is set out in the table below: Name Existing Shares Entitlement Mr Timothy Goyder 186,237,483 37,247,497 Mr Anthony Cipriano 5,308,732 1,061,746 Mr Craig Williams 12,219,268 2,443,854 Mr David Richards 2,859,583 571,917 It is the intention of the Directors to take up their Entitlements specified above under the Entitlement Offer. Mr Goyder has a relevant interest in 2,250,000 Shares in addition to those Shares specified above. These Shares are held by Ms Linda Sullivan, Mr Goyder’s spouse. Investment decisions in relation to these 2,250,000 are made by Ms Sullivan and while Mr Goyder makes no representation in relation to whether the Entitlement attaching to those 2,250,000 Shares will be taken up, Ms Sullivan has advised the Company that she intends on subscribing for her full Entitlement.		Section 5.6(b)
Forward looking statements This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are considered reasonable. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks,uncertainties,assumptions and other		Important Information and Section 4

Key Information	Further Information
important factors, many of which are beyond the control of the Company, the Directors and the management. The Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Directors have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 4.

Key Information

Further
Information

important factors, many of which are beyond the control of the Company, the
Directors and the management.
The Directors cannot and do not give any assurance that the results,
performance or achievements expressed or implied by the forward-looking
statements contained in this Prospectus will actually occur and investors are
cautioned not to place undue reliance on these forward-looking statements.
The Directors have no intention to update or revise forward-looking
statements, or to publish prospective financial information in the future,
regardless of whether new information, future events or any other factors
affect the information contained in this Prospectus, except where required by
law.
These forward looking statements are subject to various risk factors that
could cause the Company's actual results to differ materially from the results
expressed or anticipated in these statements. These risk factors are set out in
Section 4.

1. Details of the Offer

1.1 Entitlement Offer

The Company is making a non-renounceable pro-rata offer of ordinary fully paid Shares at an issue price of $0.01 each to Eligible Shareholders on the basis of 1 Share for every 5 Shares held at 5:00pm (WST) on the Record Date ( Entitlement Offer ).

The Company has as at the date of this Prospectus 699,450,401 Shares and 14,650,000 Options on issue. The market price of Shares at the date of this Prospectus is such that it is unlikely that any of the existing Options will be exercised before the Record Date. Accordingly, the Company anticipates issuing up to 139,890,080 Shares pursuant to the Entitlement Offer, subject to rounding.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a Share, such fraction will be rounded up to the nearest whole Share. Further details on the rights and liabilities attaching to the Shares under the Offer are contained in Section 5.1.

1.2 Shortfall Offer

Any Entitlements not taken up pursuant to the Entitlement Offer will form the Shortfall Offer. Eligible Shareholders may, in addition to their Entitlement, apply for Shortfall Shares.

The Shortfall Offer is a separate offer made pursuant to this Prospectus. The issue price of any Shortfall Shares will be $0.01 each, which is the issue price at which Shares have been offered to Eligible Shareholders under the Entitlement Offer.

Eligible Shareholders who wish to subscribe for Shares above their Entitlement are invited to apply for Shortfall Shares under the Shortfall Offer by completing the appropriate section on their Entitlement and Acceptance Form or by making payment for such Shortfall Shares using BPAY® (refer to Section 2.3).

Shortfall Shares will only be issued if the Entitlement Offer is undersubscribed and will only be issued to the extent necessary to make up any shortfall in subscriptions.

No Shares will be issued under the Shortfall Offer if their issue would contravene the takeover prohibition in section 606 of the Corporations Act. In addition, no Shares will be issued under the Shortfall Offer to any related parties of the Company.

The Shortfall Shares are to be issued at the discretion of the Company and as such there is no guarantee that any Shortfall Shares will be issued to Eligible Shareholders or other third parties. Excess Application Monies for the Shortfall Offer will be refunded without interest.

It is a term of the Shortfall Offer that, should the Company scale back applications for Shortfall Shares, the Applicant will be bound to accept such lesser number allocated to them.

The Directors reserve the right, as contemplated within the Listing Rules, to allocate any Shortfall Shares in their discretion and to conduct a placement of the remaining Shortfall Shares so as to ensure a maximum amount of funds are raised. Any Shortfall Shares will be issued within three months after the Closing Date.

1.3 Use of funds

Completion of the Offer will result in an increase in cash at hand of up to approximately $1,398,900 (before payment of costs).

The following indicative table sets out the proposed use of funds raised under the Offer:

Proposed use	$
Exploration on the Bynoe Lithium Project	455,000
Exploration on the Kathleen Valley Project	364,000
Exploration – Other Projects	385,000
Working capital1	164,100
Costs of Offer	30,800
TOTAL	1,398,900

Note:

Working capital includes but is not limited to corporate administration and operating costs and may be applied to additional directors’ fees or executive fees, ASX and share registry fees, legal, tax and audit fees, insurance and travel costs.

The above is a statement of current intentions at the date of this Prospectus. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

1.4 Opening and Closing Dates

For the Entitlement Offer, the Company will accept Entitlement and Acceptance Forms from the Record Date in determining Eligible Shareholders' entitlements until 5:00pm WST on 6 October 2016 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules ( Closing Date ).

The Shortfall Offer will remain open for a period of up to three months from the Closing Date (or such shorter period as determined by the Directors), however Eligible Shareholders who wish to participate in the Shortfall Offer must submit their Applications to the Company by no later than the Closing Date.

1.5 Minimum subscription

There is no minimum subscription for the Entitlement Offer.

1.6 Effect on control of the Company

Section 606(1) of the Corporations Act prohibits a person, unless an exception applies, from increasing their voting power in the Company:

(a) from 20% or below to above 20%; or
(b) from a starting point of above 20% and below 90%.

One of the exceptions to section 606(1) is where that increase occurs as a result of taking up entitlements under a 'rights issue'. The Company intends that the Offer will fall within this exception.

However, an increase in voting power that occurs as a result of acquiring Shares under the Shortfall Offer will not fall within that exception. Accordingly, if you wish to apply for Shortfall Shares, it is your responsibility to ensure that if you are issued with Shares under the Offer you will not be in breach of section 606(1) of the Corporations Act. If you are in any doubt as to the consequences of applying for Shares under the Shortfall Offer, you should seek independent legal advice.

The Company's largest Shareholder is Mr Timothy R B Goyder and his associates. Mr Goyder is the Chairman of the Company and Mr Goyder has advised the Company that, as at the date of this Prospectus, his intention is to subscribe for up to 37,247,497 Shares pursuant to his Entitlement

As at the date of this Prospectus, Mr Goyder and his associates hold a relevant interest in 188,487,483 Shares, giving him voting power of 26.95%. Of the relevant interest held by Mr Goyder, Ms Linda Sullivan, Mr Goyder’s spouse holds 2,250,000 Shares. Investment decisions in relation to these 2,250,000 Shares are made by Ms Sullivan and although Mr Goyder makes no representation in relation to whether the Entitlement attaching to those 2,250,000 Shares will be taken up, Ms Sullivan has advised the Company that she intends on subscribing for her full Entitlement

Mr Goyder also has a relevant interest in 2,000,000 Options. Mr Goyder has notified the Company that his and his associates' present intention is not to exercise any Options prior to the Offer.

Mr Goyder’s present relevant interest and changes under several scenarios are set out in the table below and are based on the assumption that under each scenario, Mr Goyder takes up 37,247,497 Shares of his Entitlement.

Event	Shares issued to Mr Goyder	Total Shares on issue	Voting power of Mr Goyder1
Date of Prospectus	-	699,450,401	26.63%
Completion of Offer:	-	-	-
 Fully subscribed	37,247,497	839,340,481	26.63%
 75% subscribed	37,247,497	804,367,961	27.78%
 50% subscribed	37,247,497	769,395,441	29.05%

	 26.63% subscribed (being the extent to which Mr Goyder intends to participate)	37,247,497	736,697,898	30.34%

Note:

Excludes the 2,250,000 Shares held by Ms Linda Sullivan (Mr Goyder’s spouse), in respect of which Mr Goyder has a deemed relevant interest. If these Shares are included, and it is assumed that Ms Sullivan and Mr Goyder are the only participants in the Entitlement Offer and no Shortfall Shares are placed, the voting power of Mr Goyder would increase from 26.95% to a maximum of 30.68%.

1.7 Potential dilution

Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders are set out in the table below:

Holder	Holding as at Record Date	% at Record Date	Entitlements under the Offer	Holdings if Offer not taken up	% post Offer only
Shareholder 1	130,000,000	18.59%	26,000,000	130,000,000	15.49%
Shareholder 2	65,000,000	9.29%	13,000,000	65,000,000	7.74%
Shareholder 3	32,500,000	4.65%	6,500,000	32,500,000	3.87%
Shareholder 4	16,250,000	2.32%	3,250,000	16,250,000	1.94%
Shareholder 5	8,125,000	1.16%	1,625,000	8,125,000	0.97%

Note:

The dilution effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall is not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

1.8 No rights trading

The rights to Shares under the Entitlement Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your Entitlement to any other party. If you do not take up your Entitlement to Shares under the Entitlement Offer by the Closing Date, the Entitlement Offer to you will lapse.

1.9 Issue Date and dispatch

All Shares under the Entitlement Offer are expected to be issued on or before the date specified in the proposed timetable in this Prospectus.

Security holder statements will be dispatched at the end of the calendar month following the issue of the Shares under the Offer.

It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell Shares before they receive their holding statements do so at their own risk.

1.10 Application Monies held on trust

All Application Monies received for the Shares under the Entitlement Offer will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Shares are issued. All Application Monies will be returned (without interest) if the Shares are not issued.

1.11 ASX quotation

Application has been or will be made for the official quotation of the Shares offered by this Prospectus. If permission is not granted by ASX for the official quotation of the Shares offered by this Prospectus within three months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.12 CHESS

The Company participates in the Clearing House Electronic Sub-register System, known as CHESS. ASX Settlement Pty Limited, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares.

If you are broker sponsored, ASX Settlement Pty Limited will send you a CHESS statement.

The CHESS statement will specify the number of Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares, including a notice to exercise the Shares.

If you are registered on the Issuer Sponsored sub-register, your statement will be despatched by Computershare Investor Services Pty Limited and will contain the number of Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

1.13 Ineligible Foreign Shareholders

This Prospectus, and any accompanying Entitlement and Acceptance Form, do not, and is not intended to, constitute an offer of Shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the Shares under the Offer.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to

comply with such restrictions may constitute a violation of applicable securities laws.

The Company believes that it is unreasonable to extend the Offer to Ineligible Foreign Shareholders. The Company has formed this view having considered:

(a) the number and value of the Shares that would be offered to those Shareholders; and
(b) the cost of complying with the legal requirements and the requirements of regulatory authorities in the overseas jurisdictions.

Accordingly, Ineligible Foreign Shareholders will not be entitled to participate in the Offer. Instead, the following arrangements will apply:

(a) the Company will appoint a Nominee in relation to Ineligible Foreign Shareholders who has been approved by ASIC;
(b) the Company will transfer to the Nominee the new Shares that would otherwise be issued to Ineligible Foreign Shareholders, had they been included in the Offer; and
(c) the Nominee must sell those Shares as soon as reasonably practicable and distribute to each of the Ineligible Foreign Shareholders their proportion of the proceeds of the sale, net of all expenses (including brokerage and any applicable taxes and charges).

Ineligible Foreign Shareholders should note that the sale of any Shares may affect their Australian taxation position. It is recommended that Ineligible Foreign Shareholders obtain independent tax advice if they are in doubt as to the tax treatment of any cash proceeds they may receive.

1.14 New Zealand offer restrictions

The Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand at the Record Date.

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority. This Prospectus is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

1.15 Notice to nominees and custodians

Nominees and custodians that hold Shares should note that the Offer is available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. If any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

1.16 Substantial Shareholders

Based on available information as at the date of this Prospectus, those persons which together with their associates have a voting power in 5% or more of the Shares on issue are set out below:

Substantial Shareholder	Number of Shares	Voting power
Mr Timothy Goyder	188,487,483	26.95%
Lujeta Pty Ltd	50,521,080	7.22%
Graham Kluck Management & Investment Pty Ltd	35,386,109	5.06%

Refer to Section 1.6 for details regarding the effect of the Offer on the voting power of Mr Goyder.

1.17 Risk factors

An investment in Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are certain specific risks associated with an investment in the Company which are detailed in Section 4.

1.18 Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Shares under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Shares under this Prospectus.

1.19 Major activities and financial information

A summary of the major activities and financial information relating to the Company, for the financial year ended 30 June 2015, can be found in the Company's Annual Report announced on ASX on 15 October 2015 and, for the half-year ended 31 December 2015, the Half Year Accounts announced on ASX on 1 March 2016. The Company's continuous disclosure notices (i.e. ASX announcements) since 15 October 2015 are listed in Section 5.3. Copies of these documents are available free of charge from the Company. The Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.20 Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Acceptance and, if the Acceptance is successful, to administer the Applicant's Shareholding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Acceptance or Application (as applicable).

An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company's registered office.

1.21 Enquiries concerning Prospectus

All enquiries concerning the Entitlement and Acceptance Form and the Prospectus, please contact Liontown Resources Limited on +61 8 9322 7431.

For general shareholder enquiries, please contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

2. Action required by Shareholders

2.1 Acceptance of Entitlement

Should you wish to accept all of your Entitlement to Shares under the Entitlement Offer and you are not paying by BPAY, then applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque, bank draft or money order for the amount indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque, bank draft or money order in Australian dollars, crossed "Not Negotiable" and made payable to "Liontown Resources Limited" and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the Company's share registry (by delivery or by post) at:

Computershare Investor Services Pty Limited GPO Box 505 MELBOURNE VIC 3001

Applications will be deemed not to have been received until the Company is in receipt of cleared funds.

If paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the Closing Date. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

2.2 If you wish to take up only part of your Entitlement

Should you wish to only take up part of your Entitlement under the Entitlement Offer and you are not paying by BPAY, then applications for Shares under the Entitlement Offer must be made on the Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of Shares you wish to accept and the amount payable (calculated at $0.01 per Share accepted), and attach a cheque, bank draft or money order for the appropriate Application Monies.

Applications will be deemed not to have been received until the Company is in receipt of cleared funds.

2.3 If you wish to apply for Shortfall Shares

If you wish to apply for Shares in excess of your Entitlement under the Entitlement Offer by applying for Shortfall Shares you may do so by completing the relevant separate section of the Entitlement and Acceptance Form relating to the Shortfall Offer and which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Any Shares applied for in excess of your Entitlement will be applied for under the Shortfall Offer and will be issued at the complete discretion of the Directors.

Applications will be deemed not to have been received until the Company is in

receipt of cleared funds.

If paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the date and time mentioned above. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

2.4 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything. The number of Shares you hold and the rights attached to those Shares will not be affected should you choose not to accept any of your entitlement.

2.5 Entitlement and Acceptance Form

Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Shares accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of Shares.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the Acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form, is final.

The Company will send this Prospectus, together with an Entitlement and Acceptance Form, to all Eligible Shareholders.

By completing and returning your Application Form with the requisite Application Monies, or making a payment via BPAY, you will be deemed to have represented that you are an Eligible Shareholder. In addition, you will also be deemed to have represented and warranted on behalf of yourself or each person on whose account you are acting that the law in your place of residence and/or where you have been given the Prospectus, does not prohibit you from being given the Prospectus and that you:

(a) agree to be bound by the terms of the Offer;
(b) declare that all details and statements in the Application Form are complete and accurate;
(c) declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Application Form;
(d) authorise the Company and its respective officers or agents, to do anything on your behalf necessary for the Shares to be issued to you, including to act on instructions of the Company's Share Registry upon using the contact details set out in the Application Form;
(e) declare that you are the current registered holder of Shares as at the Record Date and have a registered address in Australia or subject to the offer restrictions in Section 1.14, New Zealand;
(f) acknowledge that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that Shares are suitable for you given your investment objectives, financial situation or particular needs; and
(g) acknowledge that the Shares have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia.

2.6 Enquiries concerning your Entitlement

For all enquiries concerning the Prospectus, please contact Liontown Resources Limited on +61 8 9322 7431.

For all general shareholder enquiries, please contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

3. Effect of the Offer

3.1 Capital structure on completion of the Offer

	Number of Shares	Number of Options
Balance at the date of this Prospectus	699,450,401	14,650,000
Maximum number of Shares to be issued under the Offer1	139,890,080	Nil
TOTAL	839,340,481	14,650,000

Note:

This assumes that all Shares offered under the Offer will be issued. The actual number of Shares to be issued will vary based on the Shares subscribed for and issued pursuant to the Offer. This number is also subject to rounding.

3.2 Pro forma consolidated statement of financial position

Current assets
Cash and cash equivalents
Trade and other receivables
Total current assets
Non-current assets
Financial assets
Exploration and evaluation assets
Property, plant and equipment
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Employee benefits
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity

Unaudited as at
30 June 2016
Effect of Offer
Unaudited
Pro forma
($)
($)
($)
800,948
1,368,100
2,169,048
89,637
-
89,637
890,585
1,368,100
2,258,685
25,000
-
25,000
1,924,935
-
1,924,935
52,052
-
52,052
2,001,987
-
2,001,987
2,892,572
1,368,100
4,260,672
359,163
-
359,163
14,143
-
14,143
373,306
-
373,306
373,306
-
373,306
2,519,266
1,368,100
3,887,366
30,194,966
1,368,100
31,563,066
(28,980,116)
-
(28,980,116)
1,304,416
-
1,304,416
2,519,266
1,368,100
3,887,366

Basis of Preparation

The above pro forma statement of financial position has been prepared in accordance with the draft ASIC Guide to Disclosing Pro Forma Financial Information (issued July 2005).

The pro forma balance sheets have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

The pro forma statement of financial position is based on the unaudited financial position as at 30 June 2016 and assumes that the Entitlement Offer is fully subscribed. Other than in the ordinary course of business, there have been no other material transactions between that date and the date of this Prospectus.

3.3 Market price of Shares

The highest and lowest closing market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Lowest: $0.015 on 29 August 2016 Highest: $0.026 on 19 July 2016

The latest available market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with the ASIC was $0.018 per Share on 9 September 2016.

3.4 Dividend Policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

4. Risk Factors

Activities in the Company and its controlled entities, as in any business, are subject to risks, which may impact on the Company's future performance. The Company and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which Shareholders need to be aware of in evaluating the Company's business and risks of increasing your investment in the Company. Shareholders should carefully consider the following factors in addition to the other information presented in this Prospectus.

The principal risks include, but are not limited to, the following:

4.1 Risks specific to the Company

(a) Budget risk

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions.

(b) Reliance on key management

The Company is reliant on a number of key personnel employed or engaged by the Company. Loss of such personnel may have a materially adverse impact on the performance of the Company.

The Board is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the Company's projects.

(c) Additional requirements for capital

The future capital requirements of the Company will depend on many factors including the results of future exploration and business development activities. The Company believes its available cash and resources following the Offer should be adequate to fund its obligations in respect of its exploration work program, business development activities and other objectives for the next 12 months. Should the Company's exploration program be successful, additional funds will be required to advance the Company's projects to a resource stage.

Additional funding may be raised by the Company via the issues of equity, debt or a combination of debt and equity or asset sales. Any additional equity financing will dilute Shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its programs or enter into joint venture arrangements to reduce expenditure

and this could have a material adverse effect on the Company's activities. Unfavourable market conditions may adversely affect the Company's ability to raise additional funding regardless of the Company's operating performance.

(d) Conditional acquisition

The Company’s acquisition of the Kathleen Valley Project remains subject to the satisfaction of the following conditions precedent: consent of each counter party to the assignment or novation of certain third party agreements affecting the Kathleen Valley Project; certain registered encumbrances against the tenements being released; the receipt of Ministerial consent to the transfer of the mining leases; and the vendor obtaining any necessary consents from its financier to the transaction.

Although it is anticipated that these conditions precedents will be readily satisfied shortly, there is a risk that these conditions precedent will not be satisfied, or will not be satisfied in a timely manner. Should this risk eventuate, the Company intends to reallocate any funding allocated to the Kathleen Valley Project to its other projects and general working capital.

(e) Native title and Aboriginal heritage

The Kathleen Valley tenements are located within areas that are the subject of claims or applications for native title determination. The Native Title Act 1993 (Cth) and related State native title legislation and aboriginal heritage legislation may affect the Company’s ability to obtain access to certain of exploration areas or to obtain mining production titles. Settling any such claims will incur costs to the Company. The degree to which this may impact on the Company’s activities will depend on a number of factors, including the status of particular tenements and their locations. At this stage, the Company is not able to quantify the potential impact, if any, of such matters on its operations.

(f) New projects and acquisitions and joint ventures

The Company has to date, and will continue to actively pursue and assess, other new business opportunities particularly those in the resources sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, or direct equity participation.

If an acquisition is completed, the Directors will need to reassess, at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from other projects and/or the raising of additional capital (if available).

Furthermore, any new project or business acquisition may change the risk profile of the Company, particularly if the new project is located in another jurisdiction, involves a new commodity and/or changes the Company's capital/funding requirements.

Should the Company propose or complete the acquisition of a new project or business activity, investors should re-assess their investment in the Company in light of the new project/business activity.

(g) Sovereign risks

The Company’s Jubilee Reef and Mohanga Project are located in Tanzania, and the Company will be subject to the various political, economic and other risks and uncertainties associated with operating in that country.

Any material adverse changes in government policies or legislation in Tanzania affecting foreign ownership of mineral interests, taxation, profit repatriation, royalties, labour relations, and mining and exploration activities, may adversely affect the viability and profitability of the Company’s assets.

Risks of operating in Tanzania may include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, corruption, resource nationalism, difficulties with enforceability of contractual terms including with joint venture and local partners, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, labour relations as well as government control over natural resources or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents. There may also be difficulties in obtaining effective redress from courts due to a less developed legal system.

(h) Resource definition

The Company's mineral tenements, other than the Jubilee Reef Project, are at the exploration and resource definition drilling stage only. They are not yet at the stage where a development plan is capable of being determined.

Potential investors should understand that mineral exploration and subsequent development are high-risk undertakings. The prospects of the Company should be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.

The business of mineral exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as: the discovery and/or acquisition of economically recoverable reserves, access to adequate capital for project development, design and construction of efficient development and production infrastructure within capital expenditure budgets, securing and maintaining title to interests, obtaining consents and approvals necessary for the conduct of mineral exploration, development and production, and access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

There can be no assurance that exploration of the tenements currently held by the Company will result in the discovery of an economic mineral deposit. Even if a mineral deposit is identified, there is no certainty that it can be economically exploited. If exploration is successful, there will be

additional costs and processes involved in transitioning to the development phase.

Drilling activities carry risk and as such, activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment.

(i) Resource estimates

The Company has previously announced resource estimates for its Jubilee Reef Project. Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates that were valid when originally made may alter significantly when new information or techniques become available.

In addition, by their very nature, resource estimates are imprecise and depend on interpretations which may prove to be inaccurate, and whilst the Company will employ industry-standard techniques including compliance with the JORC Code to reduce the resource estimation risk, there is no assurance that this approach will alter the risk. As further information becomes available through additional fieldwork and analysis, resource estimates may change. This may result in alterations to mining and development plans which may in turn adversely affect the Company.

(j) Emerging Markets

The Company’s Jubilee Reef and Mohanga Project are located in Tanzania. When conducting operations on foreign assets in emerging markets like Tanzania, ASX listed entities may face a number of additional risks that companies with operations wholly within Australia may not face. For example, the ability to implement effective internal control and risk management systems and good corporate governance principles, having regard to the distance involved in their operations, the separation of the board from the location of the projects, the need to rely on consultants and professional in those jurisdictions and limited financial resources.

4.2 Mining Industry Risks

(a) Exploration risk

The Company's tenements are early stage exploration tenements with limited exploration undertaken on them to date.

Mineral exploration by its nature is a high risk activity and there can be no guarantee of exploration success on the Company's projects. There can be no assurance that exploration of the tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Further, exploration involves certain operating hazards, such as failure and or breakdown of equipment, adverse geological, seismic and geotechnical conditions, industrial accidents, labour disputes, adverse weather conditions, pollution and other environmental hazards and risks.

(b) Payment obligations

Pursuant to the licences comprising the Company's projects, the Company will become subject to payment and other obligations. In particular, licence holders are required to expend the funds necessary to meet the minimum work commitments attaching to the tenements. Failure to meet these work commitments may render the licence liable to be cancelled or its size reduced. Further, if any contractual obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result in dilution or forfeiture of the Company's interest in the Projects.

(c) Commodity price volatility

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company including the international supply and demand for commodities, the quality of the minerals produced, actions taken by governments, forward selling activities and other macro-economic factors.

(d) Environmental risk

The Company's projects are subject to rules and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company's projects are expected to have a variety of environmental impacts should development proceed. Development of any of the Company's projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities.

The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications.

4.3 General Risks

(a) Market conditions and other economic risks

General economic conditions, movements in interest and inflation rates, commodity prices and currency exchange rates may have an adverse effect on the Company's operations and any future development activities, as well as on its ability to fund those activities.

The price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general.

Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(b) Changes in government policies and legislation

Any material adverse changes in government policies or legislation of Australia, Tanzania or any other country that the Company may acquire economic interests in may affect the viability and profitability of the Company.

(c) Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

(d) Insurance

The Company will, where possible and economically practicable, endeavour to mitigate some project and business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of the insurance cover.

4.4 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

5. Additional information

5.1 Rights and liabilities attaching to Shares

A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at a general meeting of the Company every holder of fully paid Shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per Share on a poll.

A person who holds a Share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the Share.

(c) Issues of further Shares

The Directors may, on behalf of the Company, issue, grant Options over or otherwise dispose of unissued Shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, the Listing Rules, the Corporations Act and any rights for the time being attached to the Shares in any special class of those Shares.

(d) Variation of rights

At present, the Company has on issue one class of Shares only, namely ordinary Shares. Unless otherwise provided by the Constitution or by the terms of issue of a class of Shares, the rights attached to the Shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued Shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued Shares of the affected class.

(e) Transfer of Shares

Subject to the Constitution, the Corporations Act and the Listing Rules, ordinary Shares are freely transferable.

(f) Dividends

Subject to the Corporations Act, the Listing Rules and the rights attaching to Shares issued on special conditions (at present there are none), the Directors may from time to time declare that a dividend is payable to the holders of ordinary Shares in proportion to the number of Shares held by them respectively and are paid proportionately to the amounts paid or credited as paid on Shares.

(g) Winding up

Subject to the Constitution, the Corporations Act and the rights of holders of Shares with special rights in a winding-up (at present there are none), on a winding-up of the Company, the liquidator may, with the sanction of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company and may for that purpose set the value the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between members or different classes of members.

(h) Dividend reinvestment and share plans

The Directors may grant to Shareholders or any class of Shareholders the right to elect that dividends payable by the Company be reinvested, including by way of subscription for fully paid Shares in the Company or by foregoing any dividends that may be payable on all or some of the Shares held by that member and to receive instead some other entitlement, including the issue of Shares.

(i) Directors

The Constitution states that the minimum number of Directors is three.

(j) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors have power to manage the business of the Company and may exercise all powers of the Company as are not required by the Corporations Act, Listing Rules or Constitution, required to be exercised by the Company at general meeting.

(k) Unmarketable parcels

The Constitution permits the Company to sell the Shares held by a Shareholder if they comprise less than a marketable parcel within the meaning of the Listing Rules.

If a Shareholder does not want its Shares sold, that Shareholder may notify the Company accordingly.

(l) Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the Constitution and the terms of issue of Shares, members are entitled to participate in a capital distribution in proportion to the number of Shares held by them.

(m) Preference Shares

The Company may issue preference Shares including preference Shares that are liable to be redeemed. The rights attaching to preference Shares include, without limitation, those in the Constitution.

5.2 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the securities market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Shares.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 5.3 below). Copies of all documents announced to the ASX can be found at www.ltresources.com.au/announcements.

5.3 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Entitlement Offer a copy of:

(a) the financial statements of the Company for the financial year ended 30 June 2015, being the last financial statements for a financial year of the Company lodged with ASIC before the issue of this Prospectus;
(b) the half year report of the Company for the half year ended 31 December 2015, being the half year financial report of the Company lodged with ASIC after lodgement of the financial statements referred to in paragraph (a) above and before the issue of this Prospectus; and
(c) the following notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the financial statements referred to in paragraph (a) above until the date of this Prospectus:

Date lodged	Subject of Announcement
06/09/2016	Liontown announces $1.4m rights issue to fast track drilling
06/09/2016	Lithium-tantalum potential at Kathleen Valley expanded
29/08/2016	New Investor Presentation
24/08/2016	Section 708A Notice
23/08/2016	Appendix 3B
12/08/2016	Change in substantial holding
12/08/2016	Change of Director's Interest Notice
11/08/2016	Change of Director's Interest Notice
04/08/2016	Liontown agrees to acquire WA lithium project
03/08/2016	Trading Halt
01/08/2016	August 2016 Investor Presentation
26/07/2016	Initial assay results from drilling at Bynoe Lithium Project
21/07/2016	Quarterly Cashflow Report
21/07/2016	Quarterly Activities Report
05/07/2016	Response to ASX Price and Volume Query
20/06/2016	Release of Shares from Voluntary Escrow
14/06/2016	Liontown expands Australian lithium portfolio
14/06/2016	WCN: White Cliff Joint Ventures Lithium Project
25/05/2016	Bynoe Project (Northern Territory) Drilling Program Update
25/05/2016	Section 708A Notice
25/05/2016	Change of Director's Interest Notice
24/05/2016	Change in substantial holding

Date lodged	Subject of Announcement
24/05/2016	Change of Director's Interest Notice
24/05/2016	Change of Director's Interest Notice
24/05/2016	Change of Director's Interest Notice
24/05/2016	Appendix 3B
24/05/2016	Results of General Meeting
24/05/2016	Updated Corporate Presentation
28/04/2016	Quarterly Activities and Cashflow Report
18/04/2016	Notice of General Meeting/Proxy Form
14/04/2016	Bynoe (NT) Li-Ta Project Update
07/04/2016	Appendix 3B
07/04/2016	Issue of Unlisted Options
04/04/2016	Becoming a substantial holder
01/04/2016	Change in substantial holding
31/03/2016	Section 708A Notice
31/03/2016	Appendix 3B
31/03/2016	Response to ASX Price Query
29/03/2016	Liontown Raises $1.3M in Placement to Fund Lithium Projects
23/03/2016	Trading Halt
22/03/2016	Liontown to complete Hang Gong acquisition
14/03/2016	Investor Presentation March 2016
11/03/2016	New Acquisition Expands Liontown's Bynoe Lithium Project
01/03/2016	Half Year Accounts
09/02/2016	LTR Corporate Presentation

Date lodged	Subject of Announcement
04/02/2016	Liontown Acquires Second Lithium Project
25/01/2016	High Grade Lithium and Tantalum from Trenching at Mohanga
20/01/2016	Quarterly Activities and Cash flow Report
23/12/2015	Response to ASX Aware Letter
18/12/2015	Response to ASX Price Query
18/12/2015	Mohanga Lithium-Tantalum Project - Exploration Update
17/12/2015	Trading Halt
30/11/2015	Maiden 390,000oz Mineral Resource for Jubilee Reef Project
25/11/2015	Section 708A Notice
25/11/2015	Change of Director's Interest Notice
25/11/2015	Change of Director's Interest Notice
25/11/2015	Change of Director's Interest Notice
24/11/2015	Appendix 3B
24/11/2015	Results of Meeting
24/11/2015	Chairman's Address to Shareholders
24/11/2015	2015 AGM Presentation
24/11/2015	Liontown Secures Lithium-Tantalum Exploration Project
23/11/2015	Trading Halt
16/11/2015	Liontown commissions initial resource estimation
13/11/2015	Release of Shares from Voluntary Escrow
29/10/2015	Quarterly Activities and Cash flow Report
16/10/2015	Notice of Annual General Meeting/Proxy Form

Date lodged	Subject of Announcement
15/10/2015	Annual Report to shareholders

The following documents are available for inspection throughout the period of the Entitlement Offer during normal business hours at the registered office of the Company:

(d) this Prospectus;
(e) the Constitution; and
(f) the consents referred to in Section 5.10 and the consents provided by the Directors to the issue of this Prospectus.

5.4 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules other than as is set out in this Prospectus.

5.5 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Shares under this Prospectus.

5.6 Interests of Directors

(a) Information disclosed in this Prospectus

Other than as set out in this Prospectus, no Director holds or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(i) the formation or promotion of the Company;
(ii) any property acquired or proposed to be acquired by the Company in connection with:
(A) its formation or promotion; or
(B) the Offer; or
(iii) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director:

(iv) as an inducement to become, or to qualify as, a Director; or
(v) for services provided in connection with:
(A) the formation or promotion of the Company; or

(B) the Offer.

(b) Security holdings

The relevant interests of each of the Directors in Securities as at the date of this Prospectus is set out below.

Director	Shares	Options
Mr Timothy Goyder1	188,487,483	2,000,000
Mr Anthony Cipriano2	5,308,732	1,000,000
Mr Craig Williams3	12,219,268	1,000,000
Mr David Richards4	2,859,583	6,000,000

Notes:

Mr Timothy Goyder's interests are held as follows:
85,968,178 Shares and 2,000,000 unlisted Options (exercisable at $0.035 each on or before 31 March 2021, are held directly by Mr Goyder;
96,369,247 Shares are held indirectly through Plato Prospecting Pty Ltd as trustee for The Goyder Family Trust (ACN 008 964 896) (Mr Goyder is the sole director and shareholder of Plato Prospecting Pty Ltd);
3,900,058 Shares, are held indirectly through Plato Prospecting Pty Ltd (ACN 008 964 896) as trustee for TRB Goyder Superannuation Fund (Mr Goyder is the sole director and shareholder of Plato Prospecting Pty Ltd and a member of the TRB Goyder Superannuation Fund), and
2,250,000 Shares are held indirectly by Linda Sullivan (the wife of Mr Goyder).
Mr Anthony Cipriano's interests are held as follows:
241,875 Shares are held directly by Mr Cipriano;
875,000 Shares are held indirectly through Sky High Superannuation Fund (of which Mr Cipriano is the trustee and beneficiary); and
4,191,857 Shares and 1,000,000 unlisted Options (exercisable at $0.035 each on or before 31 March 2021) are held indirectly by Julie Zongaro-Robich (the spouse of Mr Cipriano).
Mr Craig Williams' interests are held as follows:
12,219,268 Shares are held indirectly through Orpheus Geoscience Pty Ltd as trustee for the Orpheus Geoscience Superannuation Fund (Mr Williams is a director and shareholder of Orpheus Geoscience Pty Ltd).
1,000,000 Options (exercisable at $0.035 each on or before 31 March 2021) are held indirectly through Oresome Pty Ltd (Mr Williams is the trustee and beneficiary of Oresome Pty Ltd).
Mr David Richards' interests are held as follows:
1,625,000 Shares and 2,000,000 unlisted Options (exercisable at $0.35 each on or before 31 March 2021) are held directly by Mr David Richards.
1,234,583 Shares, 2,000,000 unlisted Options (exercisable at $0.01727 each on or before 30 November 2016) and 2,000,000 Options (exercisable at $0.02302 each on or before 30 November 2016) are held indirectly through Richards Family Superannuation Fund (Mr Richards is the trustee and beneficiary of the Richards Family Superannuation Fund).

It is the intention of the Directors to take up all of their respective Entitlements under the Entitlement Offer (refer to further disclosure regarding Mr Tim Goyder’s intentions in Section 1.6).

(c) Remuneration

The Constitution provides that the non-executive Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Shareholders in general meetings, to be divided among the Directors as the Directors shall determine, and in default of agreement then in equal shares. The aggregate amount last fixed by ordinary resolution is $300,000.

A Director may also be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

The remuneration of executive Directors is to be fixed by the Board. The Company’s only current executive Director is Mr David Richards, the Managing Director. Mr Richards’ annual salary is currently fixed at $220,000.

Due to market conditions and with an emphasis on conserving cash reserves, directors agreed from 1 October 2015 to accrue non-executive directors’ fees and to defer the payment until further notice. At 30 June 2016 the net payable amount of $34,827 in directors’ fees for the period from 1 October 2015 to 30 June 2016 was accrued. All taxation liabilities and superannuation contributions have been paid during the year.

Directors received the following remuneration for the year to 30 June 2016:

Director	Directors' fees, and salary ($)	Superannuation ($)	Share based payments ($)3	Total ($)
Mr Timothy Goyder1,2	5,792	-	29,744	35,536
Mr David Richards	169,336	15,459	29,744	214,539
Mr Craig Williams1	55,503	3,050	14,872	73,425
Mr Anthony Cipriano1	55,503	3,050	14,872	73,425

Notes to 2016 remuneration:

Directors’ fees for Mr Williams and Mr Cipriano represents those Directors fees owing from 1 October 2015 to 30 June 2016 ($34,827) and directors fees from 1 July 2015 to 30 September 2015 (which were settled through the issue of Shares as approved at the Company’s 2015 Annual General Meeting). In addition, Directors fees for Mr Williams, Mr Cipriano and Mr Goyder also includes the difference in value between the deemed issue price of $0.007 at the time the Board resolved to settle outstanding fees and the Share price at the date of Shareholder approval.

In September 2015, the Board resolved to settle outstanding Director fees from 1 October 2014 to 30 September 2015 ($49,119) by issuing Shares in lieu of cash payments, subject to Shareholder approval. At the time of resolution, the Board set the deemed issue price

to be $0.007 per Share, which was in reference to a capital raising that was completed in July 2015. At the date of Shareholder approval, the share price was $0.013 therefore in accordance with accounting standards, the difference between the deemed issue price and the Share price at date of approval is to be recognised as part of Directors’ remuneration.

Mr Goyder suspended his directors’ fees indefinitely from 1 January 2015 to assist in conserving the Company’s cash reserves.
The fair value of options are calculated at the date of grant using a Black Scholes option pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options allocated to this reporting period. In valuing the options, market conditions have been taken into account.

Directors received the following remuneration for the year ended 30 June 2015:

Director	Directors' fees, and salary ($)	Superannuation ($)	Share based payments ($)	Total ($)
Mr Timothy Goyder1	18,470	1,458	Nil	19,928
Mr David Richards	162,800	14,687	3,505	180,992
Mr Anthony Cipriano	35,290	3,053	Nil	38,343
Mr Craig Williams1	35,290	3,053	Nil	38,343

Note to 2015 remuneration:

Mr Goyder suspended his Directors’ fee indefinitely from 1 January 2015 to assist in conserving the Company’s cash reserves.

5.7 Related party transactions

There are no related party transactions involved in the Entitlement Offer.

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

5.8 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the

Shares offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Shares offered under this Prospectus; or

(b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Shares offered under this Prospectus.

5.9 Expenses of Offer

The estimated expenses of the Offer are as follows:

ASIC fees ASX quotation fee Legal and preparation expenses Printing, mailing and other expenses Nominee fees Total	$ 2,983 6,334 7,500 11,483 2,500
	30,800

5.10 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Shares under this Prospectus), the Directors, any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Bellanhouse Legal has given its written consent to being named as the Australian corporate solicitors to the Company in this Prospectus. Bellanhouse Legal has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Computershare Investor Services Pty Limited has given its written consent to being named as the share registry to the Company in this Prospectus. Computershare Investor Services Pty Limited has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

6. Directors' Statement and Consent

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [107 x 55] intentionally omitted <==

Tim Goyder Chairman

Dated: 12 September 2016

7. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acceptance means a valid acceptance of Shares made pursuant to this Prospectus on a Form.

Applicant means a person who submits an Entitlement and Acceptance Form.

Application means a valid application for Shares made on an Entitlement and Acceptance Form.

Application Monies means application monies for Shares received by the Company.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and where the context permits the Australian Shares Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date has the meaning given to it in Section 1.4.

Company means Liontown Resources Limited (ACN 118 153 825).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act 2001 (Cth).

Directors mean the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia or New Zealand.

Entitlement and Acceptance Form means the entitlement and acceptance form provided by the Company with a copy of this Prospectus that describes the entitlement of Shareholders to subscribe for Shares pursuant to the Entitlement Offer.

Entitlement means the number of new Shares for which an Eligible Shareholder is entitled to subscribe under the Entitlement Offer, being one new Share for every existing five Shares held on the Record Date.

Entitlement Offer means the offer under this Prospectus of up to approximately 139,890,080 new Shares to Eligible Shareholders in the proportion of one new Share for every five Shares held on the Record Date.

Ineligible Foreign Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is not in Australia or New Zealand.

Issuer Sponsored means Shares issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the listing rules of ASX.

Offer means an offer under this Prospectus to subscribe for shares.

Option means the right to acquire one Share in the capital of the Company.

Prospectus means this prospectus dated 12 September 2016.

Record Date means 5:00pm (WST) on the date identified in the proposed timetable.

Section means a section of this Prospectus.

Securities mean any securities including Shares or Options issued or granted by the Company.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Shortfall Offer means the offer of Shortfall Shares under this Prospectus.

Shortfall Shares means Entitlements not subscribed for under the Entitlement Offer.

VWAP means volume weighted average price .

WST means Western Standard Time .

AI assistant

LIONTOWN LIMITED — Capital/Financing Update 2016

65274_rns_2016-09-11_f0705d91-c8f4-4bb5-9e6d-44298ffb3854.pdf

ASX ANNOUNCEMENT

12 September 2016

Liontown lodges Prospectus for $1.4M rights issue

Indicative Offer Timetables

Further Information

LIONTOWN RESOURCES LIMITED ACN 118 153 825

PROSPECTUS

IMPORTANT INFORMATION

CORPORATE DIRECTORY

Directors

Share Registry

Registered Office

PROPOSED TIMETABLE FOR ENTITLEMENT OFFER

TABLE OF CONTENTS

LETTER FROM THE CHAIRMAN

Use of Funds

Bynoe Lithium Project, Northern Territory

Kathleen Valley, Western Australia

Jubilee Reef, Tanzania

Emerging Projects

Conclusion

INVESTMENT OVERVIEW

1. Details of the Offer

1.1 Entitlement Offer

1.2 Shortfall Offer

1.3

Use of funds

Note:

1.4

Opening and Closing Dates

1.5

Minimum subscription

1.6 Effect on control of the Company

Note:

1.7

Potential dilution

Note:

1.8 No rights trading

1.9

Issue Date and dispatch

1.10 Application Monies held on trust

1.11 ASX quotation

1.12

CHESS

1.13

Ineligible Foreign Shareholders

1.14 New Zealand offer restrictions

1.15 Notice to nominees and custodians

1.16 Substantial Shareholders

1.17

Risk factors

1.18

Taxation implications

1.19

Major activities and financial information

1.20

Privacy

1.21 Enquiries concerning Prospectus

2. Action required by Shareholders

2.1 Acceptance of Entitlement

2.2 If you wish to take up only part of your Entitlement

2.3 If you wish to apply for Shortfall Shares

2.4 Entitlements not taken up

2.5

Entitlement and Acceptance Form

2.6 Enquiries concerning your Entitlement

3. Effect of the Offer

3.1 Capital structure on completion of the Offer

Note:

3.2 Pro forma consolidated statement of financial position

Basis of Preparation

3.3 Market price of Shares

3.4 Dividend Policy

4. Risk Factors

4.1 Risks specific to the Company

(a) Budget risk

(b) Reliance on key management

LIONTOWN LIMITED Capital/Financing Update 2016