TERRA METALS LIMITED — Director's Dealing 2017

Jan 26, 2017

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 Paringa Resources Limited ABN 44 155 933 010

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	Todd HANNIGAN
Date of last notice	16 December 2016

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.	T2 Resources Pty Ltd (director and shareholder); and DITM Holdings Pty Ltd (director and shareholder)
Date of change	27 January 2017
No. of securities held prior to change	A. 8,040,059 ordinary shares (held indirectly) B. 1,500,000 placement options (held indirectly) C. 375,000 placement options (held indirectly) D. Nil performance rights (held directly) E. Nil incentive options (held directly)
Class	A. Fully paid ordinary shares B. Unlisted placement options (each exercisable at $0.45 on or before 30 June 2018) C. Unlisted placement options (each exercisable at $0.50 on or before 31 July 2018) D. Unlisted performance share rights (subject to various performance conditions to be satisfied prior to the relevant expiry dates between 31 December 2018 and 31 December 2020) E. Unlisted incentive options (each exercisable at $0.45 on or before 31 December 2018)

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	2,500,000 performance rights; and 500,000 incentive options
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	A. 8,040,059 ordinary shares (held indirectly) B. 1,500,000 placement options (held indirectly) C. 375,000 placement options (held indirectly) D. 2,500,000 performance rights (held directly) E. 500,000 incentive options (held directly)
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 performance rights and incentive options following shareholder approval

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are onlyrequired for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

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?	Not applicable
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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 Paringa Resources Limited ABN 44 155 933 010

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	Thomas TODD
Date of last notice	24 August 2016

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.	T2 Resources Pty Ltd (director and shareholder); and Bean Investments (Aust) Pty Ltd (director and shareholder)
Date of change	27 January 2017
No. of securities held prior to change	A. 4,450,000 ordinary shares (held indirectly) B. 1,500,000 placement options (held indirectly) C. 375,000 placement options (held indirectly) D. Nil performance rights (held directly) E. Nil incentive options (held directly)
Class	A. Fully paid ordinary shares B. Unlisted placement options (each exercisable at $0.45 on or before 30 June 2018) C. Unlisted placement options (each exercisable at $0.50 on or before 31 July 2018) D. Unlisted performance rights (subject to various performance conditions to be satisfied prior to the relevant expiry dates between 31 December 2018 and 31 December 2020) E. Unlisted incentive options (each exercisable at $0.45 on or before 31 December 2018)

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	1,250,000 performance rights; and 500,000 incentive options
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	A. 4,450,000 ordinary shares (held indirectly) B. 1,500,000 placement options (held indirectly) C. 375,000 placement options (held indirectly) D. 1,250,000 performance rights (held directly) E. 500,000 incentive options (held directly)
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 performance rights and incentive options following shareholder approval

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
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	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed Not applicable above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade Not applicable to proceed during this period? If prior written clearance was provided, on what date was this Not applicable provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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 Paringa Resources Limited ABN 44 155 933 010

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	David GAY
Date of last notice	21 December 2016

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Not applicable
Date of change	27 January 2017
No. of securities held prior to change	A. 2,910,338 ordinary shares B. Nil performance rights
Class	A. Fully paid ordinary shares B. Unlisted performance share rights (subject to various performance conditions to be satisfied prior to the relevant expiry dates between 31 December 2018 and 31 December 2020)
Number acquired	3,000,000 performance rights
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	A. 2,910,338 ordinary shares B. 3,000,000 performance rights
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 performance rights following shareholder approval

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

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	Not applicable
Nature of interest	Not applicable
Name of registered holder (if issued securities)	Not applicable
Date of change	Not applicable
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	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

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?	Not applicable
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011