LIONTOWN LIMITED — Major Shareholding Notification 2012

Mar 27, 2012

Delta Resource Management Pty Ltd 24 Mumford Place Balcatta WA 6021

p: 08 6241 1888 $f: 0862411811$

abn: 58 118 613 175 www.deffaman.com.gu

FACSIMILE TRANSMISSION

To: COMPANY SECRETARY LIONTOWN RESOURCES LIMITED

Fax: 9322 5800

Date: 27 March 2012

Copy: AUSTRALIAN SECURITIES EXCHANGE 1300 135 638

Pages: 3 (incl. Cover sheet)

$Re:$ NOTICE OF INITIAL OF SUBSTANTIAL SHAREHOLDER

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Please find attached notice of initial substantial shareholder in Liontown Resources Limited.

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Yours Sincerely

Michael Fotios Director

Page 1 of

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme LIONTOWN RESOURCES LIMITED

ACN/ARSN 118 153 825

Details of substantial holder⁽¹⁾ $\mathbf{1}$

Name DELTA RESOURCE MANAGEMENT PTY LTD ACN/ARSN (if applicable) 118 613 175

The holder became a substantial holder on 15/03/11

$2.$ Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (5)
FULLY PAID ORDINARY SHARES	30,000,000	30,000,000	10.21%

$3.$ Details of relevant interests

The nature of the relevant interest of the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
DELTA RESOURCE MANAGEMENT PTY LTD	SHAREHOLDER	30,000,000

Details of present registered holders 4.

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as a holder (8)	Class and number of securities
LDELTA RESOURCE	DELTA RESOURCE	DELTA RESOURCE	30,000,000
MANAGEMENT PTY LTD	MANAGEMENT PTY LTD	MANAGEMENT PTY LTD

Consideration 5.

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
DELTA RESOURCE MANAGEMENT PTY LTD	15 MARCH 2012	\$1,140,000		30,000,000

В. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARN (if applicable)	Nature of association

7. Addresses

Name	Address
I DELTA RESOURCE MANAGEMENT PTY LTD	24 MUMFORD PLACE
	BALCATTA WA 6021

Signature

Print name	MICHAEL FOTIOS	Capacity DIRECTOR__
Sign here	ne.	date 27/03/12

DIRECTIONS

• $(1)$ if there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the schem (if any) that the person or an associate has a $(5)$ relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(3)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• $(S)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.