Announcements

The Company advises that Mr Peter Watson and Mr Paul Dowd have resigned as non-Executive Directors of the Company effective from March 5, 2020.

The Company is pleased to provide an update on the Fountain Head Gold Project development with a number of important milestones reached. The Company has finalised the Sale and Purchase Agreement (SPA) with private company, Ausgold Trading Pty Ltd (“Ausgold”), to acquire the Glencoe Gold Deposit (Glencoe) for a total consideration of $1.875 million. A $0.5 million payment was made in Dec 20’ (fully refundable under certain conditions), with a further $0.675 million due upon execution of the SPA, and the balance to be paid by 31 December 2021 (refer to Key Terms in ASX announcement 10 December 2020 for

Appendix 3G in relation to the grant of unquoted Performance Rights under the PNX Metals Limited Employee Performance Rights Plan approved by shareholders at the Annual General Meeting held on 23 October 2019.

See Form 604 prepared by substantial shareholder, DELPHI Unternehmensberatung Aktiengesellschaft.

This notice is given under section 708A(5)(e) of the Corporations Act 2001 (Cth) and the Company’s confirms that it has issued a total of 202,288,206 ordinary shares on 29 January 2021 to sophisticated and professional investors being a placement of the shortfall shares under the non-renounceable rights issue announced to the ASX on 30 November 2020. The related Appendix 2A was lodged with the ASX on 25 January 2021.

Appendix 2A for the quotation of 202,288,626 PNX: Fully Paid Ordinary Shares to be issued on 29 January 2021 for the placement of the non-renounceable rights issue shortfall.

The Company is pleased to advise that it has received firm commitments for the full placement of the non-renounceable pro-rata rights issue shortfall, being 202,288,626 new shares (refer ASX release 22 December 2020) pursuant to the non-renounceable pro-rata rights issue (refer ASX release 30 November 2020) which closed on 17 December 2020.

See Form 604 prepared by substantial shareholder, DELPHI Unternehmensberatung Aktiengesellschaft.

Appendix 3Y Change of Director's Interest Notice for Peter Watson.

Appendix 3Y Change of Director's Interest Notice for Paul Dowd.

Appendix 3Y Change of Director's Interest Notice for Graham Ascough

The Company refers to its recent one (1) for four (4) non-renounceable pro-rata entitlement issue priced at $0.006 per new share announced on 30 November 2020 (Rights Issue). As a result of the Rights Issue, the Company gives notice that the exercise price of its existing unlisted options to subscribe for PNX shares will be adjusted in accordance with the terms and conditions of issue of the options, effective on 24 December 2020.

Appendix 2A in relation to the issue of 527,950,076 Fully Paid Ordinary Shares (ORD), pursuant to the Non-Renounceable Rights Issue as well as the issue of 1,000,000 Fully Paid Ordinary Shares (ORD) in lieu of payment. Total issue of shares completed today, 24/12/2020, is 528,950,076

PNX Metals Limited ("the Company”) is pleased to advise that its non-renounceable pro-rata rights issue (ASX release 30 November 2020) closed at 5:00pm (ACDT) on 17 December 2020. The Company received acceptances for 527,950,076 new shares at an issue price of $0.006 per share for a total $3,167,701 representing an approximate 72% take-up (including oversubscriptions) of the maximum number of new shares available of 730,238,702.  This included participation by a number of major shareholders, including DELPHI Unternehmensberatung Aktiengesellschaft (“DELPHI”) which took up its full entitlement together with the Board and management of the Company.

The Company wishes to remind shareholders that the non-renounceable pro-rata rights issue, announced on 30 November 2020, closes at 5pm (Adelaide time) on Thursday 17 December 2020.  All eligible shareholders should have received their Offer Booklet by now.  If you have not received your booklet and wish to participate, the Company encourages you to contact your broker or custodian, or you can contact the Company directly.

The Company is pleased to announce that surface rock chip sampling undertaken during a recent field assessment has returned high gold values from multiple priority target locations within the Burnside exploration Project (“Burnside”), including the Fountain Head anticline and Western Arm North prospects. Burnside is located approximately 170km south of Darwin in the Pine Creek region of the Northern Territory and surrounds PNX’s 100% owned Fountain Head Gold Project, which hosts a JORC 2012 compliant Mineral Resource Estimate of 2.94Mt at 1.7g/t Au for 156,000oz Au (refer to PNX's ASX announcement dated 16 June 2020 for full details including JORC

The Company is pleased to advise that it has signed a non-binding Term Sheet with private Company, Ausgold Trading Pty Ltd (“Ausgold”), to acquire the Glencoe Gold Deposit (Glencoe) for a total staged consideration of $1.875 million. The acquisition represents an opportunity to acquire a ‘bolt on’ asset that has the potential to significantly expand the Fountain Head gold development. The Glencoe Mineral Leases are situated less than 3km to the north of PNX’s 100% owned Fountain Head Gold Project which hosts a JORC 2012 compliant mineral resource estimate of 2.94Mt at 1.7g/t Au for 156,000 oz Au (refer Table

The Company advises that, following the launch of a non-renounceable rights issue (Refer to ASX Announcement on 30 November 2020 for further detail), the following offer documents, attached hereto, have been despatched to shareholders today: Entitlement Offer Booklet Entitlement and Acceptance Form

See Form 604 prepared by substantial shareholder, DELPHI Unternehmensberatung Aktiengesellschaft.