RAWSON RESOURCES LIMITED

SECURITIES DEALING POLICY Revised 20 April 2015

1. PURPOSE

The purpose of the Securities Dealing Policy is to create awareness of the legal prohibition on dealing in Securities of the Company and deals with the manner in which the Company's directors, employees and contractors can deal in Securities in the Company. The Policy also aims to ensure that the Company's reputation and those of its employees and directors is not adversely impacted by perceptions of dealing at inappropriate times.
The Policy's rules are designed to assist in preventing breaches of the insider trading provisions of the Corporations Act. Ultimately it is the responsibility of the Company's directors, employees and contractors to ensure that none of his or her dealings could constitute insider trading.

2. DEFINITIONS

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules or Listing Rules means the Official Listing Rules of the ASX

as amended or replaced from time to time.

Board means the board of directors of the Company.

Closed Period means the periods as described below:

(a) During the two weeks prior to and the day after the release of the Company's
quarterly, half-year and annual results to the ASX;
(b) During the two weeks prior to and the day after the annual general meeting or any other general meeting of the Company; or
(c) During two weeks prior to and the day after any major announcement. Each period is referred to as a Closed Period.

Company or Rawson Resources Limited means Rawson Resources Limited

ABN 69 082 752 985.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a director of the Company.

Key Management Person or Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of the Company or its related entities, directly or indirectly, including any director (whether executive or otherwise) of the Company or its related entities.

Prohibited Period means: (a) any Closed Period; or

RAWSON RESOURCES LIMITED ABN 69 082 752 985 (Company) SECURITIES DEALING POLICY

(b) additional periods when Key Management Personnel are prohibited from trading the Company's Securities, which are imposed by the Company from time to time when the Company is considering matters which are subject to ASX Listing Rule 3.1A.

Security or Securities means:

(a) A security within the meaning given to that expression by section 92(1) if the
Corporations Act;
(b) An option over an unissued security within the meaning given to that expression by section 92(1) of the Corporations Act;
(c) A renounceable or un-renounceable right to subscribe for a security with the meaning given to that expression by section 92(1) of the Corporations Act;
(d) A financial product traded under ASX's rules; and
(e) Otherwise, as defined by the ASX Listing Rules.

Securities Dealing Policy or Policy means this securities dealing policy.

Shareholder means shareholder of the Company and Shareholders has a corresponding meaning.

3. INSIDER TRADING PROHIBITION

The Corporations Act makes it an offence for a person in possession of information that is not generally available but which, if generally available, might materially impact the price or value of a security issued by the Company, to -
(a) trade in (i.e. apply for, acquire or dispose of, or enter into an agreement to do any of these things); or
(b) procure another person to trade in, the Security issued by the Company.
It is also an offence to pass the information to another person with the knowledge that the person could deal in the security.
Under the Securities Dealing Policy, trading is prohibited at any time if a person possesses inside information, irrespective of whether the Policy provides that trading could occur in a trading window or outside a Prohibited Period, or whether it is excluded from the operation of the Policy.

4. SECURITIES DEALING BY KEY MANAGEMENT PERSONNEL

The Securities Dealing Policy also imposes additional dealing restrictions on Key
Management Personnel.

4.1. Prohibited Period

Each Key Management Person is permitted to deal in the Company's
Securities throughout the year except during a Prohibited Period.

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RAWSON RESOURCES LIMITED ABN 69 082 752 985 (Company) SECURITIES DEALING POLICY

4.2. Prohibited Period Not to Apply

The Company's Securities dealing restriction during a Prohibited Period shall
not apply to -
(a) the exercise by a Key Management Person of an existing right, such as the exercise of options issued by the Company;
(b) participation by a Key Management Person in an issue of Securities approved by Shareholders;
(c) participation by a Key Management Person in an issue of Securities on the same terms and conditions as other Shareholders;
(d) Where the proposed acquisition of Securities is under: (i) a bonus or rights issue made to all Shareholders;
(ii) a dividend reinvestment or top up plan available to all Shareholders;
or
(iii) an employee share plan;
(e) Undertakings to accept, or the acceptance of, a takeover offer;
(f) A dealing by a Key Management Person with a related or associated person whose interest in the Company's Securities is to be treated by virtue of the Corporations Act as the Key Management Person's interest; or
(g) A disposal of Securities of the Company that is the result of a secured lender exercising their rights.

4.3. Notice

A Key Management Person must not deal in the Company's Securities without first, if the Key Management Person is -
(a) A Director, giving at least 24 hours prior written1 notification of the proposed dealing to the Chairman;
(b) The Chairman, giving at least 24 hours prior written1 notification of the proposed dealing to a non-executive Director; and
(c) A person other than a Director or Chairman, giving at least 24 hours prior written1 notification of the proposed dealing to the Managing Director or, in his absence, to a non-executive Director.

1 Electronic notification or clearance by email is permitted.

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RAWSON RESOURCES LIMITED ABN 69 082 752 985 (Company) SECURITIES DEALING POLICY

4.4. Effect of Notification

On receiving at least 24 hours prior written1 notification of a proposed dealing, the Chairman, Managing Director, or non-executive Director, as the case may be, shall consider the circumstances and where appropriate approve, by prior written2 clearance, the proposed dealing, or direct the Key Management Person that the proposed dealing ought not to be undertaken.
In case of doubt, the Managing Director or non-executive Director shall consult the Chairman.
Where the proposed dealing is approved by prior written2 clearance, the Key Management Person must complete the dealing within 10 business days of the approval.

4.5. Prohibition on Active Dealing

A Key Management Person shall not actively deal in the Company's Securities or derivatives with a view to deriving profit related income from that activity. For this purpose "Actively Deal" means to deal in the Company's Securities in a manner which involves frequent and regular trading activity.

4.6. Prohibition on Hedging Unvested Options

From time to time, the Company may issue incentive options to Key Management Personnel. The terms of issue of the options may include performance hurdles and other vesting conditions.
Holders of incentive options are not permitted to hedge any unvested options. The option holders are permitted to hedge options which have previously vested where the relevant performance hurdles and vesting conditions have been satisfied.

4.7. Director Requirement to Report to the Market

In accordance with the agreement between Directors and the Company, Directors are required to provide, in writing2, details of all changes to their interest in the Company's Securities registered in the name of the Director or held on behalf of the Director, directly or indirectly.
If changes in interests in those Company Securities or contracts are traded during a Closed Period where prior written2 notice is required under the ASX Listing Rules, the director must provide the following details, in writing2, to the Company:
(a) Whether prior written2 notice was provided to allow the trade to proceed during this Closed Period; and
(b) If prior written2 notice was provided, the date this was provided.

1 Electronic notification or clearance by email is permitted.

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RAWSON RESOURCES LIMITED ABN 69 082 752 985 (Company) SECURITIES DEALING POLICY

The details must be provided as soon as reasonably possible after the date of the change and in any event no later than two business days after the change to allow for compliance with the ASX Listing Rule obligations.

5. RELATED PARTIES AND RELEVANT INTERESTS

The restrictions on dealings by Key Management Personnel extend to any
dealings −
(a) by their spouses or de facto spouses;
(b) by or on behalf of any dependant under 18 years of age; and
(c) any other dealings in which, for the purposes of the Corporations Act, the director or employee is to be treated as interested.
It is the duty of the Key Management Person to seek to avoid any such dealing at a time when he or she is himself or herself prohibited from dealing.

6. WAIVERS

If there are exceptional circumstances, the Chairman in consultation with the Managing Director, at their discretion, may waive parts of the Securities Dealing Policy to allow Key Management Personnel to sell or otherwise dispose the Company's Securities (not to buy or otherwise acquire).
The types of circumstance which may be considered exceptional for these purposes would be a pressing financial commitment on the Key Management Person that cannot otherwise be satisfied.
This discretion may be applied if it is the only reasonable course of action available to the Key Management Person, taking into account the hardship of the Key Management Person and weighing this against any perceived detriment to the Company's reputation.

7. REVIEW OF POLICY

The Securities Dealing Policy is reviewed annually by the Board to ensure it remains consistent with current requirements and practices and relevant to the Company.

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RAWSON RESOURCES LIMITED ABN 69 082 752 985 (Company) SECURITIES DEALING POLICY

8. CLEARANCE TO DEAL FLOWCHART

Start
Do you have Inside Information?
You must not deal
Is it a dealing outside a Prohibited Period?
Permitted to deal
Is it a dealing inside a Prohibited Period?
Contact clearance officer (Chairman, Managing Director, or non-executive Director as the case may be) and make a written request for clearance to deal
Have you received a prior written clearance to deal? (must be given a response within
24 hours).
Permitted to deal
You must deal ASAP and within 10 business days
Are you a director?
Within 3 business days of deal, notify the Company Secretary
Within 5 business days of deal, Company Secretary to arrange for ASX
announcement
End

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