LIONTOWN LIMITED — Director's Dealing 2016

May 23, 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	Tim R B Goyder
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.	Plato Prospecting Pty Ltd as trustee for The Goyder Family Trust (ACN 008 964 896). Tim Goyder is the sole Director and Shareholder of Plato Prospecting Pty Ltd. Plato Prospecting Pty Ltd (ACN 008 964 896) as trustee for TRB Goyder Superannuation Fund. Tim Goyder is the sole Director and Shareholder of Plato Prospecting Pty Ltd and a member of the TRB Goyder Superannuation Fund. Linda Sullivan is the wife of Tim Goyder.
Date of change	24 May 2016
No. of securities held prior to change	157,154,150 fully paid ordinary shares.
Class	Fully paid ordinary shares and unlisted options.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	23,333,333 fully paid ordinary shares. 2,000,000 unlisted options, vesting immediately with an exercise price of 3.5 cents and expiry date of 31 March 2021.
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	23,333,333 fully paid ordinary shares are issued at a deemed issue price of 1.5 cents per share to settle the outstanding loan of $350,000. Unlisted options are issued for nil consideration.
No. of securities held after change	180,487,483 fully paid ordinary shares. 2,000,000 unlisted options, expiring 31 March 2021 and with an exercise price of 3.5 cents.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Issue of fully paid ordinary shares, the subject of Resolution 2, and the issue of unlisted options, the subject of Resolution 7, 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

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3