Carnaby Resources Ltd.ASX: CNB

Appendix 3Y - Change of Directors' Interest Notices

· Issued by Carnaby Resources Ltd.
Appendix 3Y - Change in Directors'
Interest Notices

onlyCarnaby Resources Limited (ASX:CNB) advises of changes in Directors' interests in the Company and the resultant issue of 3,000,000 ordinary fully paid shares.

useRob Watkins exercised 3,000,000 Unlisted Share Options and concurrently old 600,000 ordinary fully paid shares, to fund the conversion of the options and to cover subsequent tax obligations.

Pa l Payne, being one of the Company's longest shareholders, also disposed of 200,000 ordinary fully paid shares in order to re-balance his portfolio.

An Appendix 2A will be lodged with the ASX following this announcement personalnd a cleansing notice is also attached with respect to the issue.

This announcement was authorised for release by the Board of Directors. For

ASX Announcement 7 February 2022

Fast Facts

Shares on Issue 143.5M

Market Cap (@ $2.03) $291M

Board and Management

Peter Bowler, Non-Exec Chairman

Rob Watkins, Managing Director

Greg Barrett, Non-Exec Director & Company Secretary

Paul Payne, Non-Exec Director

Company Highlights

  • Proven and highly credentialed management team
  • Tight capital structure and strong cash position
  • Nil Desperandum and Lady Fanny Iron Oxide Copper Gold discoveries within the Greater Duchess Copper Gold Project, Mt Isa inlier, Queensland.
  • Greater Duchess Copper Gold Project, numerous camp scale IOCG deposits over 1,022 km2 of tenure
  • Projects near to De Grey's Hemi gold discovery on 442 km2 of highly prospective tenure
  • 100% ownership of the Tick Hill Gold Project (granted ML's) in Qld, historically one of Australia highest grade and most profitable gold mines producing 511 koz at 22 g/t gold

Registered Office

78 Churchill Avenue Subiaco Western Australia 6008

  1. +61 8 9320 2320 www.carnabyresources.com.au

For personal use only

7 February 2022

Company Announcements Office

ASX Limited

Level 40

152 - 158 St Georges Terrace

PERTH WA 6000

CLEANSING NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Carnaby Resources Limited (ASX:CNB or the Company) advises that the Company issued the following 3,000,000 ordinary fully paid shares (Shares) on 7 February 2022 on the exercise of:

  1. 2,000,000 unlisted options exercisable at $0.09 on or before 23 April 2024; and
  2. 1,000,000 unlisted options exercisable at $0.10 on or before 23 April 2024;

The Company gives this notice pursuant to section 708A(5)(e) of the Corporations Act ("the Act"):

  1. the Company issued the Shares without disclosure to investors under Part 6D.2 of the Act;
  2. as at the date of this notice, the Company has complied with the provisions of chapter 2M of the Act as they apply to the Company and section 674 of the Act; and
  3. as at the date of this notice, there is no information that is 'excluded information' under section 708A(7) and (8) of the Act.

This announcement has been authorised for release by the Board.

Greg Barrett

Company Secretary

Appendix 3Y Change of Director's Interest Notice

Appendix 3Y

Rule 3.19A.2

For personal use only

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: Carnaby Resources Limited

ABN: 62 610 855 064

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

Robert Watkins

Date of last notice

29/10/2021

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

Indirect

Nature of indirect interest

COSMO HOLDINGS (WA) PTY LTD

(including registered holder)

Note: Provide details of the circumstances giving rise to the relevant

interest.

Robert Watkins is a Director and

Beneficiary

Date of change

4-7/02/2022

No. of securities held prior to change

COSMO HOLDINGS (WA) PTY LTD

- 4,444,418 ordinary fully paid shares

- 2,000,000 unlisted options expiring

23/04/2024 @ $0.09

- 1,000,000 unlisted options expiring

23/04/2024 @ $0.10

- 1,000,000 unlisted options expiring

27/10/2025 @ $0.45

Class

Ordinary fully paid shares (Shares)

CNBAC Unlisted Options (Options)

  • 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

Number acquired

07/02/2022

3,000,000 Shares

Number disposed

4/02/2022

600,000 Shares

07/02/2022

3,000,000 Options (exercised)

Value/Consideration

Shares Disposed:

Note: If consideration is non-cash, provide details and estimated

600,000 @ $1.80 per share

valuation

Shares Acquired:

2,000,000 @ $0.09 per share

1,000,000 @ $0.10 per share

No. of securities held after change

COSMO HOLDINGS (WA) PTY LTD

- 6,844,418 ordinary fully paid shares

- 1,000,000 unlisted options expiring

27/10/2025 @ $0.45

Nature of change

04/02/2022

Example: on-market trade, off-market trade, exercise of options,

On-market Trade

issue of securities under dividend reinvestment plan, participation in

buy-back

07/02/2022

Exercise of Options

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

Nature of interest

Name of registered holder (if issued securities)

Date of change

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

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

For personal use only

Appendix 3Y

Change of Director's Interest Notice

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

Were the interests in the securities or contracts detailed NO above traded during a +closed period where prior written clearance was required?

If so, was prior written clearance provided to allow the trade

to proceed during this period?

If prior written clearance was provided, on what date was this

provided?

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

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