PNX Metals : – Non Renounceable Rights Issue Offer Memorandum

PNX Metals Limited

ACN 127 446 271

20 January 2022

OFFER MEMORANDUM

For the offer of:

pro-ratanon-renounceable one (1) for four (4) rights issue of up to approximately 913,048,378 New Shares at an issue price of $0.005 per New Share, to raise up to approximately $4.6 million.

CLOSING DATE: 5:00pm Adelaide time on 9 February 2022.

IMPORTANT NOTICE

This is an important document and requires immediate attention. It should be read in its entirety. If you do not understand it, or are in doubt as to how to act, you should consult your financial or other professional adviser.

CORPORATE DIRECTORY

Directors	Mr Graham Ascough (Non-Executive Chairman)
	Mr James Fox (Managing Director)
	Mr Hans-Jörg Schmidt (Non-Executive Director)
	Mr Hansjoerg Plaggemars (Non-Executive Director)
	Mr Richard Willson (Non-Executive Director)
	Mr Frank Bierlein (Non-Executive Director)
Company Secretary	Mr Angelo Gaudio
Registered Office	Level 1, 135 Fullarton Road
	Rose Park SA 5067
	Telephone:	[phone]
	Facsimile:	[phone]
Share Registry	Computershare Investor Services Pty Ltd
	Level 5, 115 Grenfell Street
	Adelaide SA 5000
Lawyers	Piper Alderman
	Level 16
	70 Franklin Street
	Adelaide SA 5000
Website	www.pnxmetals.com.au

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		TABLE OF CONTENTS
CORPORATE DIRECTORY...........................................................................................................	ii
IMPORTANT NOTICES...............................................................................................................	1
KEY DATES	................................................................................................................................	4
CHAIRMAN'S LETTER ................................................................................................................	5
1.	DETAILS OF THE OFFER .................................................................................................	6
	1.1	What is my Entitlement? ......................................................................................	6
	1.2	Shortfall Shares.....................................................................................................	6
	1.3	Opening and closing dates ....................................................................................	7
	1.4	Who is entitled to participate in the Offer? ..........................................................	7
	1.5	Foreign jurisdictions..............................................................................................	7
2. FURTHER INFORMATION IN RELATION TO THE OFFER .................................................	7
	2.1	Use of funds raised from the Offer .......................................................................	7
	2.2	Issue of New Shares ..............................................................................................	8
	2.3	20% voting power threshold.................................................................................	8
	2.4	Non-Renounceable Offer ......................................................................................	9
	2.5	Market Prices of Existing Shares on ASX ...............................................................	9
	2.6	Broker handling fees and commissions.................................................................	9
	2.7	Brokerage fee .......................................................................................................	9
	2.8	Determinations .....................................................................................................	9
3. HOW TO ACCEPT THE OFFER ........................................................................................	9
	3.1	How to take up all or part of your Entitlement .....................................................	9
	3.2	How to apply for Shortfall Shares .......................................................................	10
	3.3	Lapse of Entitlement...........................................................................................	10
	3.4	Payment..............................................................................................................	10
	3.5	Representations, warranties and acknowledgements ........................................	11
4.	SHORTFALL SHARES ....................................................................................................	12
5. EFFECT OF THE OFFER.................................................................................................	13
	5.1	Effect of the Offer on share capital.....................................................................	13
	5.2	Potential effect on control..................................................................................	13
6.	ADDITIONAL INFORMATION.......................................................................................	14
	6.1	Reliance on Offer Memorandum ........................................................................	14
	6.2	Further information ............................................................................................	14
	6.3	Governing law.....................................................................................................	14
7.	DEFINED TERMS..........................................................................................................	15

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IMPORTANT NOTICES

Reliance on Offer Memorandum

This Offer Memorandum has been prepared in accordance with section 708AA of the Corporations Act which relates to rights issues by certain companies that do not require the provision of a prospectus or other disclosure document. The level of disclosure in this Offer Memorandum is therefore considerably less than that required in a prospectus and this Offer Memorandum does not contain all of the information which an investor may require to make an informed investment decision.

In deciding whether or not to accept the Offer, you should rely on your own knowledge of PNX Metals Limited, disclosures made by PNX Metals Limited to ASX (which are available on the ASX website at www.asx.com.au using the Company's code PNX) and the advice of your professional adviser.

Forward looking statements

This Offer Memorandum includes forward looking statements that have been based on current expectations about future acts, events and circumstances. These forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements. These factors include, among other things, commercial and other risks associated with the meeting of objectives and other investment considerations, as well as other matters not yet known to the Company or not currently considered material by the Company.

Eligible Shareholders

The offer made by this Offer Memorandum will be made to all Shareholders on the register of members at the Record Date. As at the date of this Offer Memorandum, the Company has Shareholders in Australia, New Zealand, Germany, Singapore, United Kingdom, Hong Kong, Malaysia and Switzerland.

New Zealand

The New Shares being offered under this Offer Memorandum are being offered to Shareholders with registered addresses in New Zealand in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (New Zealand). This Offer Memorandum is not an investment statement or prospectus under New Zealand law.

Germany

This document has not been, and will not be, registered with or approved by any securities regulator in Germany. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").

In accordance with Article 1(4) of the Prospectus Regulation, an offer of New Shares in Germany is limited:

• to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
• to fewer than 150 natural or legal persons (other than qualified investors); or
• to any other circumstance falling within Article 1(4) of the Prospectus Regulation.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

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This document has been given to you on the basis that you are an existing holder of the Company's shares. In the event that you are not such a person, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Securities.

This document is issued on a confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of Article 2(e) of the UK Prospectus Regulation) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who fall within Article 43 (members or creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or (ii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Malaysia

No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to any offer of the rights of New Shares. The New Shares, pursuant to the entitlement offer, may not be offered or sold in Malaysia except to existing shareholders of the Company and the New Shares not taken up may not be offered or sold in Malaysia except pursuant to, and to persons prescribed under, Part I of Schedule 6 of the Malaysian Capital Markets and Services Act 2007.

Switzerland

The New Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the New Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.

Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar communication pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.

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