LIONTOWN LIMITED — Share Issue/Capital Change 2020

May 6, 2020

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7 May 2020

The Manager Companies Announcement Centre Australian Securities Exchange ( ASX ) 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam,

Proposed Issue of Unlisted Service Rights pursuant to ESIP

Liontown Resources Limited (ASX: LTR) ( Company or Liontown ) advises that, as part of the measures announced on 30[th] March 2020 to conserve cash spending, the Board has resolved to issue a type of unlisted performance right ( Service Rights ) to directors and employees of the Company on a quarterly basis as part of salary sacrificing arrangements under the terms and conditions of the Liontown Employee Securities Incentive Plan ( ESIP ).

The Service Rights are subject to service conditions and are to be issued at the beginning of each quarter. The number to be granted each quarter is based on the 20-day volume weighted average price ( VWAP ) prior to the start of each respective quarter. The first set of rights will be effective 1 April 2020 and will be issued quarterly thereafter at the Company’s discretion, for the foreseeable future.

The Non-Executive directors of the Company have agreed to accept Service Rights in lieu of all fees they receive from the Company effective from 1 April 2020. The Managing Director (David Richards) and COO (Adam Smits) have also agreed to accept Service Rights in lieu of 45% and 40% respectively of the cash component of their remuneration.

The issue of Service Rights to Directors is subject to shareholder approval at a Shareholders General Meeting to be held in the coming months. A summary of the principal terms of the proposed issue is set out below and further details will be available in the relevant Notice of Meeting.

Number of ServiceRights proposedor to be issued	Number of rights is based on the value of remuneration sacrificed and the 20-day VWAP immediately prior to the start of the relevant quarter.
Number ofQuarterly Grants	Quarterly grants commencing 1 April 2020 for as long as the Companyconsiders necessary, expected to be 12 months. Each quarterly grant is at theCompany’s discretion and can be settled in cash if the Company elects not toproceed with a grant for any specific quarter.
Date of Grant	Quarterly, at the beginning of each relevant quarter. The first quartercommencing1 April 2020.
Terms of issue	The Service Rights will be issued under the terms and conditions of theCompany’s Employee Securities Incentive Plan and are subject to serviceconditions.
Exercise price	Nil
Vesting	At end of each relevant quarter for rights issued at start of that quarter.
Expiry date	2 years from end of each relevant quarter

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A summary of the principal terms of the first quarter issue is set out below:	A summary of the principal terms of the first quarter issue is set out below:	A summary of the principal terms of the first quarter issue is set out below:	A summary of the principal terms of the first quarter issue is set out below:
	Directors (subject to shareholderapproval)		Employees
Number proposedor to be issued	1,251,329		510,093
	The Service Rights will be issued under the terms and conditions of the
Terms of issue	Company’s Employee Securities Incentive Plan and are subject to service
	conditions.
20-day VWAP forrights calculation	8.05 cents (20-day VWAP ending 31	March 2020)
Exercise Price	Nil
Vesting	30 June 2020
Expiry date	30 June 2022

This announcement has been authorised for release by the Board.

Yours faithfully,

Craig Hasson Company Secretary

For More Information:

David Richards Managing Director T: +61 8 9322 7431

Investor Relations:

Nicholas Read Read Corporate T: +61 8 9388 1474

LIONTOWN RESOURCES LIMITED | ASX: LTR | PAGE 2