Ioneer : Change of Director's Interest Notice - James D. Calaway

For personal use only

Company Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

16 March 2022

Change of Director's Interest Notice - James Calaway

The attached Appendix 3Y details a change in the shares held in ioneer Ltd by Executive Chairman, James Calaway.

Mr Calaway has sold 15,331,894 shares from his existing holding in the Company at an average of $0.51 per share for $7,819,542 to fund the exercise of 40 million unlisted options priced between $0.15 and $0.25 at a total exercise price of $7.8 million.

The shares sold represented 48.5% of his existing holding of 31.6 million shares in the Company, prior to the exercise of the options.

It should be noted that the ioneer Ltd Board approved the sale and the shares were sold during a trading window.

Mr Calaway continues to hold a significant relevant interest in the Company, comprising 56.3 million ordinary shares (after exercise of the 40 million options), 1.0 remaining options and 1.3 million performance rights.

Further details are provided in the Appendix 3Y.

Yours Sincerely

Ian Bucknell

Company Secretary

ioneer Ltd. (ASX: INR) Suite 5.03, 140 Arthur Street, North Sydney, NSW 2060 T: [phone] W: ioneer.com ABN: 76 098 564 606

For personal use only

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	IONEER LTD
ABN	76 098 564 606

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	James Derrick Calaway
Date of last notice	5 November 2021

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	Lithium Investors Americas LLC which is
(including registered holder)	controlled by James
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	16 March 2022

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1

For personal use only

Appendix 3Y

Change of Director's Interest Notice

No. of securities held prior to change	Lithium Investors Americas LLC
	31,600,000 fully paid ordinary shares
	16,000,000 unlisted options, exercise price
	of $0.15, expiry 13 April 2022
	12,000,000 unlisted options, exercise price
	of $0.20, expiry 13 April 2022
	12,000,000 unlisted options, exercise price
	of $0.25, expiry 13 April 2022
	James Derrick Calaway
	357,710 unlisted options, exercise price of
	$0.242 per option, exercisable on or after
	9 November 2019 and expiring on 9
	November 2023
	326,797 unlisted options, exercise price of
	$0.2426 per option, exercisable on or after
	14 November 2020 and expiring on 14
	November 2024
	326,323 unlisted options, exercise price of
	$0.1846 per option, exercisable on or after
	16 November 2021 and expiring on 16
	November 2025
	1,327,710 performance rights
Class	Ordinary fully paid shares and unlisted
	options
Number acquired	40,000,000 fully paid ordinary shares
	(exercise of 40,000,000 unlisted options)
Number disposed	15,331,894 fully paid ordinary shares.

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

			Appendix 3Y
			Change of Director's Interest Notice
		Value/Consideration	Receipt of $7,800,000 for the sale of
		Note: If consideration is non-cash, provide details and estimated	15,331,894 fully paid ordinary shares at an
only	valuation
	average price of $0.51 per share.
	Payment of $7,800,000 to fund the
			exercise of:
			• 16,000,000 unlisted options, with
			an exercise price of $0.15, for a
			total consideration of $2.4 million;
use		• 12,000,000 unlisted options, with
	an exercise price of $0.20, for a
			total consideration of $2.4 million;
			and
			• 12,000,000 unlisted options, with
			an exercise price of $0.25, for a
			total consideration of $3.0 million.
For personal

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3

Appendix 3Y

Change of Director's Interest Notice

	No. of securities held after change	Lithium Investors Americas LLC
only		56,268,106 fully paid ordinary shares
	James Derrick Calaway
	357,710 unlisted options, exercise price of
	$0.242 per option, exercisable on or after
	9 November 2019 and expiring on 9
	November 2023
use		326,797 unlisted options, exercise price of
	$0.2426 per option, exercisable on or after
	14 November 2020 and expiring on 14
	November 2024
	326,323 unlisted options, exercise price of
	$0.1846 per option, exercisable on or after
personal		16 November 2021 and expiring	on 16
	November 2025
		1,327,710 performance rights
	Nature of change
	Example: on-market trade, off-market trade, exercise of options,	Exercise of 40,000,000 unlisted	options
	issue of securities under dividend reinvestment plan, participation in	previously held by Lithium Investors
	buy-back
		Americas LLC, comprising:
		• 16,000,000 unlisted options at an
		exercise price of $0.15;
		• 12,000,000 unlisted options at an
		exercise price of $0.20; and
For		• 12,000,000 unlisted options at an
	exercise price of $0.25.
	Sale of 15,331,894.00 fully paid ordinary
		shares previously held by Lithium
		Investors Americas LLC to fund the
		exercise of unlisted options as detailed
		above.

+ See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011