LIONTOWN LIMITED — Director's Dealing 2016

May 24, 2016

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Liontown Resources Limited

ABN 39 118 153 825

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Craig R Williams
Date of last notice	25 November 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Orpheus Geoscience Pty Ltd as trustee for the Orpheus Geoscience Superannuation Fund. Craig Williams is a Director and Shareholder of Orpheus Geoscience Pty Ltd.
Date of change	24 May 2016 - 25 May 2016
No. of securities held prior to change	9,552,602 fully paid ordinary shares
Class	Fully paid ordinary shares and unlisted options.
Number acquired	2,666,666 fully paid ordinary shares 1,000,000 unlisted options, vesting immediately with an exercise price of 3.5 cents and expiry date of 31 March 2021.
Number disposed	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	The placement of 2,666,666 fully paid ordinary shares at an issue price of 1.5 cents per share to Craig Williams. Unlisted options are issued for nil consideration.
No. of securities held after change	12,219,268 fully paid ordinary shares. 1,000,000 unlisted options, vesting immediately with an exercise price of 3.5 cents and expirydate of 31 March 2021.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The placement of fully paid ordinary shares, the subject of Resolution 3, and the issue of unlisted options, the subject of Resolution 5, as passed at the General Meeting held on 24 May 2016. The unlisted options are issued under the terms and conditions of the Company’s Employee Share Option Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was N/A this provided?

• See chapter 19 for defined terms.

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