LIONTOWN LIMITED — Director's Dealing 2019

May 7, 2019

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.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Craig R Williams
Date of last notice	25 March 2019

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	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	1) Registered Holder: Invia Custodian Pty LtdBeneficial Holder: Orpheus Geoscience PtyLtd as trustee for the Orpheus GeoscienceSuperannuation Fund. Craig Williams is aDirector of Orpheus Geoscience Pty Ltd.2) Oresome Pty Ltd as trustee for theWilliams Family Trust. Craig Williams is aDirector of Oresome Pty Ltd and a beneficiaryof the Williams Family Trust.
Date of change	7 May 2019

• See chapter 19 for defined terms.

01/01/2011

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	Indirect interest:1) Orpheus Geoscience SuperannuationFund17,595,747 fully paid ordinary shares.2) Williams Family Trust1,000,000 unlisted options with an exerciseprice of 3.5 cents and expiry date of 31 March2021.2,000,000 unlisted options with an exerciseprice of 2 cents and expiry date of 31 October2022.2,500,000 unlisted option with an exerciseprice of 3.5 cents and expiry date of 28November 2023.
Class	Fully Paid Ordinary Shares
Number acquired	2,500,000
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	$50,000.00
No. of securities held after change	Indirect interest:1) Orpheus Geoscience SuperannuationFund20,095,747 fully paid ordinary shares.2) Williams Family Trust1,000,000 unlisted options with an exerciseprice of 3.5 cents and expiry date of 31 March2021.2,000,000 unlisted options with an exerciseprice of 2 cents and expiry date of 31 October2022.2,500,000 unlisted option with an exerciseprice of 3.5 cents and expiry date of 28November 2023.
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	The issue of 2,500,000 fully paid ordinaryshares approved by shareholders at ageneral meeting held on 30 April 2019.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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 towhich interest related prior tochangeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change

Part 3 –[+] Closed period

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

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3