Liontown Resources : Notice of General Meeting/Proxy Form

ASX: LTR

LIONTOWN RESOURCES LIMITED

ACN 118 153 825

NOTICE OF GENERAL MEETING

A General Meeting of the Company

will be held at the office of Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia, on 24 September 2019 at 10.00 am (WST)

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on [phone].

Shareholders are urged to attend or vote by voting online at www.investorvote.com.auor lodging the proxy form attached to the Notice

LIONTOWN RESOURCES LIMITED

ACN 118 153 825

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Liontown Resources Limited (Company) will be held at the office of Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia on Tuesday, 24 September 2019 at 10.00 am (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 22 September 2019 at 10:00am (WST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

1. Resolution 1 - Ratification of issue of Tranche 1 Placement Shares
   To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
   "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 138,083,335 Placement Shares at $0.12 per Share to raise $16,570,000 (before costs) on the terms and conditions in the Explanatory Memorandum."
   Voting Exclusion
   The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person (and any nominee of such a person) who participated in the issue of the Shares, or any of their respective associates.
   However, the Company need not disregard a vote if:
2. 1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
   2. it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
3. Resolution 2 - Approval to issue Tranche 2 Placement Shares
   To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:
   "That, pursuant to and in accordance with Listing Rule 10.11 and section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of:
4. 1. up to 9,166,666 Shares to Mr Timothy Goyder;
   2. up to 833,333 Shares to Mr Anthony Cipriano;
   3. up to 833,333 Shares to Mr Craig Williams;

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1. up to 250,000 Shares to Mr David Richards; and
2. up to 833,333 Shares to Mr Steven Chadwick,

or their respective nominees, at an issue price of $0.12 per Share (being the same price at which the Tranche 1 Placement Shares were issued), on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of:

1. Resolution 2(a) by or on behalf of Mr Timothy Goyder and his nominees, or any of their respective associates;
2. Resolution 2(b) by or on behalf of Mr Anthony Cipriano and his nominees, or any of their respective associates;
3. Resolution 2(c) by or on behalf of Mr Craig Williams and his nominees, or any of their respective associates;
4. Resolution 2(d) by or on behalf of Mr David Richards and his nominees, or any of their respective associates; and
5. Resolution 2(e) by or on behalf of Mr Steven Chadwick and his nominees, or any of their respective associates.

However, the Company need not disregard a vote if:

1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
2. it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

Kym Verheyen

Company Secretary

Liontown Resources Limited

Dated: 19 August 2019

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LIONTOWN RESOURCES LIMITED

ACN 118 153 825

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at office of Liontown Resources Limited, Level 2, 1292 Hay Street, West Perth, Western Australia on Tuesday, 24 September 2019 at 10.00 am (WST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1	- Ratification of issue of Tranche 1 Placement Shares
Section 4	Resolution 2	- Approval to issue Tranche 2 Placement Shares
Schedule 1	Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1. Voting in person
   To vote in person, attend the Meeting on the date and at the place set out above.
2. Proxies
3. 1. Voting by proxy
      A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Online:	at www.investorvote.com.au
By mail:	Share Registry - Computershare Investor Services Pty
	Limited, GPO Box 242, Melbourne Victoria 3001, Australia
By fax:	1800 783 447 (within Australia)
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	[phone] (outside Australia)
By mobile:	Scan the QR Code on your Proxy Form and follow the
	prompts
Custodian voting:	For Intermediary Online subscribers only (custodians)
	please visit www.intermediaryonline.comto submit
	your voting intentions.
Please note that:

1. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
2. a proxy need not be a member of the Company; and
3. a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

1. Proxy vote if appointment specifies way to vote
   Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
2. 1. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
   2. if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands;
   3. if the proxy is the chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and
   4. if the proxy is not the chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
3. Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if:
4. 1. an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;
   2. the appointed proxy is not the chair of the meeting;
   3. at the meeting, a poll is duly demanded on the resolution; and
   4. either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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