LIONTOWN LIMITED — Major Shareholding Notification 2021

Dec 7, 2021

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	LIONTOWN RESOURCES LIMITED
ACN/ARSN	118 153 825
1. Details of substantial holder (1)
Name	Timothy R B Goyder
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	07/12/2021
The previous notice was given to the company on	28/05/2020
The previous notice was dated	28/05/2020

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully Paid Ordinary Shares	306,188,646	17.89%	328,515,585	15.04%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
Refer Annexure А

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest $(6)$	Class and number of securities	Person's votes
Refer Annexure А

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not Applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Timothy R B Goyder, The Goyder Family Trust and TRB Goyder Superannuation Fund	PO Box 1116, West Perth, WA 6872
Linda Goyder and Equity Trustees Superannuation Limited and LRG Super Pty Ltd	PO Box 1116, West Perth, WA 6872

Signature

print name	Timothy R B Goyder	capacity	Director
sign here		date	8/12/2021
	DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ 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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$

"unknown".

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

This is Annexure 'A' of Three pages referred to in form 604
Notice of changes of interests of substantial holder

LIONTOWN RESOURCES LTD ACN: 118 153 825

QUESTION THREE Changes in relevant interests

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Person's votes affected
19 June 2020	Linda Goyder	On Market	\$315,000	3,000,000 fully paid ordinary shares	3,000,000
3 July 2020	MR TIMOTHY RUPERT BARR GOYDER	The issue of fully paid ordinary shares upon conversion of Service Rights	Nil	470,497 fully paid ordinary shares	470,497
14 July 2020	Linda Goyder	On Market	\$198,000	1,650,000 fully paid ordinary shares	1,650,000
14-16 July 2020	MR TIMOTHY RUPERT BARR GOYDER	On Market	\$305,000	2,500,000 fully paid ordinary shares	2,500,000
16 July 2020	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A
22 July 2020	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
23 October 2020	MR TIMOTHY RUPERT BARR GOYDER	The issue of fully paid ordinary shares upon conversion of Service Rights	Nil	331,655 fully paid ordinary shares	331,655
17 November 2020	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
30 November 2020	Linda Goyder	The issue of fully paid ordinary shares pursuant to a placement to Directors or their associated nominees.	\$100,000.09	434,783fully paid ordinary shares	434,783
30 November 2020	MR TIMOTHY RUPERT BARR GOYDER	The issue of fully paid ordinary shares pursuant to a placement to Directors or their associated nominees.	\$1,899,999.87	8,260,869 fully paid ordinary shares	8,260,869
14 December 2020	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
1 February 2021	MR TIMOTHY RUPERT BARR GOYDER	The issue of fully paid ordinary shares upon conversion of Service Rights	Nil	211,947 fully paid ordinary shares	211,947
15 February 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Govder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A

24 February 2021	MR TIMOTHY RUPERT BARR GOYDER	Mr Goyder exercised 3,000,000 Director options to acquire 3,000,000 fully paid ordinary shares in the company.	\$450,000	3,000,000 fully paid ordinary shares	3,000,000
5 March 2021	Linda Goyder	On Market	\$47,725.	100,000 fully paid ordinary shares	100,000
14 April 2021	MR TIMOTHY RUPERT BARR GOYDER	The issue of fully paid ordinary shares upon conversion of Service Rights	Nil	117,188 fully paid ordinary shares	117,188
7 May 2021	Linda Goyder	On Market	\$104,571.25	250,000 fully paid ordinary shares	250,000
7 May 2021	MR TIMOTHY RUPERT BARR GOYDER	On Market	\$849,346	2,000,000 fully paid ordinary shares	2,000,000
11 May 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
14 July 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
20 July 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
22 July 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of placement shares	N/A	N/A	N/A
4 August 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
27 August 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
13 September 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
17 September 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of shares on exercise of options	N/A	N/A	N/A
7 December 2021	Timothy R B Goyder Goyder Family Trust TRB Goyder Superannuation Fund Linda Goyder	Dilution due to new issue of placement shares	N/A	N/A	N/A

QUESTION FOUR Present relevant interests

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of shares	Person's votes
Timothy R B Goyder	Timothy R B Goyder	Timothy R B Goyder	Direct interest	161,519,668 Ordinary	161,519,668 Ordinary
Plato Prospecting Pty Ltd as trustee for Goyder Family Trust	Plato Prospecting Pty Ltd as trustee for Goyder Family Trust	Plato Prospecting Pty Ltd as trustee for Goyder Family Trust	Indirect interest Timothy Goyder has a relevant interest in these shares by virtue of the Corporations Act 2001 as he is the sole director of Plato Prospecting Pty Ltd and he owns 100% of the issued capital of Plato Prospecting Pty Ltd.	138,771,717 Ordinary	138,771,717 Ordinary
Plato Prospecting Pty Ltd as trustee for TRB Goyder Superannuation Fund	Plato Prospecting Pty Ltd as trustee for TRB Goyder Superannuation Fund	Plato Prospecting Pty Ltd as trustee for TRB Goyder Superannuation Fund	Indirect interest Timothy Goyder has a relevant interest in these shares by virtue of the Corporations Act 2001 as he is the sole director of Plato Prospecting Pty Ltd and he owns 100% of the issued capital of Plato Prospecting Pty Ltd. Timothy Goyder is a beneficiary under the TRB Goyder Superannuation Fund.	5,616,084 Ordinary	5,616,084 Ordinary
Linda Goyder	Linda Goyder	Linda Goyder	Indirect interest Linda Goyder is the spouse of Timothy Goyder.	12,934,783 Ordinary	12,934,783 Ordinary
Linda Goyder	Equity Trustees Superannuation Limited <amg Super-L Goyder></amg	Equity Trustees Superannuation Limited <amg Super-L Goyder></amg	Indirect interest Linda Goyder is the spouse of Timothy Goyder and is a beneficiary under Equity Trustees Superannuation Limited <amg Super - L Goyder>.</amg	5,940,000 Ordinary	5,940,000 Ordinary
Linda Goyder	LRG Super Pty Ltd $<$ LRG Superannuation Fund A/C>	LRG Super Pty Ltd $<$ LRG Superannuation Fund A/C>	Indirect interest Linda Goyder is the spouse of Timothy Goyder and is a beneficiary under the LRG Superannuation Fund	3,733,333 Ordinary	3,733,333 Ordinary