LOYAL METALS LTD — Director's Dealing 2023

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: LOYAL LITHIUM LIMITED (ASX: LLI)

ABN: 20 644 564 241

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.

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.

• 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.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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 Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

APPENDIX A

• The Company has agreed to issue to MR Ritchie with 3 million Performance Rights with the following Vesting Conditions:

• ~~500,000 Performance Rights vesting on: • 6 months of continuous employment from the Commencement Date; and • The development of a comprehensive strategic plan approved by the board and released to the market.~~

• ~~500,000 Performance Rights vesting on:~~

• ~~12 months of continuous employment from the Commencement Date; and~~

• ~~• the volume weighted Share price being greater than $0.35 over 20 consecutive days in which trading in the Company’s securities occurred.~~

500,000 Performance Rights vesting on:

• 18 months of continuous employment from the Commencement Date; and

• • the volume weighted Share price being greater than $0.50 over 20 consecutive days in which trading in the Company’s securities occurred.

• ~~500,000 Performance Rights vesting on: • 18 months of continuous employment from the Commencement Date; and • the volume weighted Share price being greater than $0.75 over 20 consecutive days in which trading in the Company’s securities occurred.~~

• ~~250,000 Performance Rights vesting on: • 6 months of continuous employment from the Commencement Date; and • completion of a maiden drilling campaign on (one of) the company’s North American Lithium project/(s)~~

• ~~500,000 Performance Rights vesting on: • 12 months of continuous employment from the Commencement Date; and • The development of a Resource & a Scoping Study on one of the Company’s projects 250,000 Performance Rights vesting on: • 18 months of continuous employment from the Commencement Date; and • A Significant Grant of at least USD$1M or a Strategic Partnership that the board can determine adds at least USD$1M of value to the company.~~

• • The Company has agreed to issue to MR Ritchie with 1 million Options with the following Vesting Conditions:

• • 333,333 Options vesting on 6 months of continuous employment from the Commencement Date;

• • 333,333 Options vesting on 12 months of continuous employment from the Commencement Date; and

• • 333,334 Options vesting on 18 months of continuous employment from the Commencement Date.

Each Option will have an exercise price of $0.35 and an expiry date of 3 years from the Commencement Date

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

APPENDIX B

==> picture [436 x 181] intentionally omitted <==

----- Start of picture text -----

Number of
Officer Item Performanc Vesting Milestone
e Rights
10 500,000 Vest upon Mr Ritchie being continuously employed with the Company until 25 January 2024 and the volume weighted
average Share price being greater than $0.75 over 20 consecutive days in which the Company’s securities are traded.
11. 250,000 Vest upon the Company completing a maiden drilling campaign on (one of) the Company’s North American lithium projects.
Vest upon Mr Ritchie being continuously employed with the Company until 25 January 2024 and a significant grant of at
12. 250,000 least $US1 million or the entry by the Company into a binding strategic partnership agreement with a strategic partner with
a total aggregate contract value (including in kind commitments or cash commitments) of not less than USD$1M.
13. 1,000,000 Vest upon the Company achieving a share price of $1.00, and Mr Ritchie being continuously employed with the Company
until 21 February 2024.
2,000,000
----- End of picture text -----

APPENDIX C

The Director Performance Rights will be issued pursuant to the Plan on following material terms and conditions:

• (A) ( Entitlement ) : Each Performance Right will entitle its holder, upon vesting and exercise, to be issued, 1 Share.

• (B) ( Exercise price ) : Subject to the terms of the Plan, no amount is payable upon exercise of each Performance Right.

• (C) ( Expiry date ): Each Performance Right expires on 7 August 2028 ( Expiry Date ).

• (D) ( Exercise period ) : Subject to satisfaction of the vesting milestones (see below), the Performance Rights are exercisable at any time on or before the Expiry Date ( Expiry Period ).

• (E) ( Vesting milestones ) : The Performance Rights are subject to the following vesting milestones:

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 5

Appendix 3Y Change of Director’s Interest Notice

• See chapter 19 for defined terms.

Appendix 3Y Page 6

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 7

Appendix 3Y Change of Director’s Interest Notice

In the event of a takeover or change of control (being control of more than 50% of the ordinary voting securities in the Company), the vesting milestones will be deemed to have been achieved provided that the takeover or change of control is triggered by a person who does not control the Company at the time the Performance Rights are issued.

• (F)

( Notice of Exercise ): The Performance Rights may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Performance Right certificate ( Notice of Exercise ).

• (G) ( Exercise Date ): A Notice of Exercise is only effective on and from the date of receipt of the Notice of Exercise by the Company ( Exercise Date ).

• (H) ( Timing of issue of Shares on exercise ): Within 5 business days after the Exercise Date, the Company will:

• issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights specified in the Notice of Exercise;

• if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.

If a notice delivered under paragraph (H)(2) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no

• See chapter 19 for defined terms.

Appendix 3Y Page 8

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (I) ( Shares issued on exercise ): Shares issued on exercise of the Performance Rights will rank equally with the existing Shares on issue.

• (J) ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of a Performance Right holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

• (K) ( Participation in new issues ) : There are no participating rights or entitlements inherent in the Performance Rights and participants will not be entitled to participate in new issues of securities offered to Shareholders of the Company during the currency of the Performance Rights.

• (L) ( Adjustment for bonus issues of shares ) : If the Company makes a bonus issue of Shares or other securities to existing shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• the number of Shares which must be issued on the exercise of a Performance Right will be increased by the number of shares which the Performance Right holder would have received if the Performance Right holder had exercised the Performance Right before the record date for the bonus issue; and

• no change will be made to the Exercise Price.

• (M) ( Transferability ) : The Performance Rights are not transferable.

• (N) ( Dividend ): The Performance Rights do not carry an entitlement to a dividend.

• (O) ( Return of capital ) The Performance Rights do not permit the holder to participate in a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (P) ( Rights on winding up ) The Performance Rights do not confer any right to participate in the surplus profit or assets of the entity upon a winding up.

• (Q) ( Quotation ) : Performance Rights will not be listed for quotation on ASX, however, the Company will apply for official quotation of the Shares issued upon the exercise of any vested Performance Rights.

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 9

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: LOYAL LITHIUM LIMITED (ASX: LLI) ABN: 20 644 564 241

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.

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.

• 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.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

APPENDIX B

• The Director Performance Rights will be issued pursuant to the Plan on following material terms and conditions:

• (A) ( Entitlement ) : Each Performance Right will entitle its holder, upon vesting and exercise, to be issued, 1 Share.

• (B) ( Exercise price ) : Subject to the terms of the Plan, no amount is payable upon exercise of each Performance Right.

• (C) ( Expiry date ): Each Performance Right expires on 7 August 2028 ( Expiry Date ).

• (D) ( Exercise period ) : Subject to satisfaction of the vesting milestones (see below), the Performance Rights are exercisable at any time on or before the Expiry Date ( Expiry Period ).

• (E) ( Vesting milestones ) : The Performance Rights are subject to the following vesting milestones:

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 5

Appendix 3Y Change of Director’s Interest Notice

• See chapter 19 for defined terms.

Appendix 3Y Page 6

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

In the event of a takeover or change of control (being control of more than 50% of the ordinary voting securities in the Company), the vesting milestones will be deemed to have been achieved provided that the takeover or change of control is triggered by a person who does not control the Company at the time the Performance Rights are issued.

• (F) ( Notice of Exercise ): The Performance Rights may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Performance Right certificate ( Notice of Exercise ).

• (G) ( Exercise Date ): A Notice of Exercise is only effective on and from the date of receipt of the Notice of Exercise by the Company ( Exercise Date ).

• (H) ( Timing of issue of Shares on exercise ): Within 5 business days after the Exercise Date, the Company will:

• issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights specified in the Notice of Exercise;

• if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.

If a notice delivered under paragraph (H)(2) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (I) ( Shares issued on exercise ): Shares issued on exercise of the Performance Rights will rank equally with the existing Shares on issue.

• (J) ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of a Performance Right holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 7

Appendix 3Y Change of Director’s Interest Notice

• (K) ( Participation in new issues ) : There are no participating rights or entitlements inherent in the Performance Rights and participants will not be entitled to participate in new issues of securities offered to Shareholders of the Company during the currency of the Performance Rights.

• (L) ( Adjustment for bonus issues of shares ) : If the Company makes a bonus issue of Shares or other securities to existing shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• the number of Shares which must be issued on the exercise of a Performance Right will be increased by the number of shares which the Performance Right holder would have received if the Performance Right holder had exercised the Performance Right before the record date for the bonus issue; and

no change will be made to the Exercise Price.

• (M) ( Transferability ) : The Performance Rights are not transferable.

• (N) ( Dividend ): The Performance Rights do not carry an entitlement to a dividend.

• (O) ( Return of capital ) The Performance Rights do not permit the holder to participate in a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (P) ( Rights on winding up ) The Performance Rights do not confer any right to participate in the surplus profit or assets of the entity upon a winding up.

• (Q) ( Quotation ) : Performance Rights will not be listed for quotation on ASX, however, the Company will apply for official quotation of the Shares issued upon the exercise of any vested Performance Rights.

• See chapter 19 for defined terms.

Appendix 3Y Page 8

01/01/2011