Announcements

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.

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 378,333,333 ordinary shares on 2 December 2020 to sophisticated and professional investors under a capital raising announced to the ASX on 30 November 2020.  The related Appendix 2A was lodged with the ASX on 2 December 2020.

Appendix 3X in relation initial Director's interests in the Company following the appointment of Mr. Hansjörg Plaggemars on 28 November 2020 as per ASX Announcement on 30 November 2020.

Appendix 3Z in relation final Director's interests in the Company following the resignation of Mr. David Hillier on 26 November 2020 as per ASX Announcement on 30 November 2020.

Appendix 2A for the quotation of 378,333,333 PNX: Fully Paid Ordinary Shares issued.

Letter sent to PNX Optionholders in relation to the launch of the Company's Non-renounceable Rights Issue.

This notice is given under section 708AA(2)(f) of the Corporations Act 2001 (Cth) and refers to the Company's Offer Memorandum and Appendix 3B lodged with ASX on 30 November 2020 for a one (1) for four (4) non-renounceable pro-rata entitlement issue of new shares in PNX Metals at an issue price of $0.006 per New Share to raise up to approximately $4.4M (before costs).

The Company pleased to present an opportunity to participate in a non-renounceable pro rata rights issue at an issue price of $0.006 (0.6 cents) per New Share, to raise up to approximately $4.4m (before costs and expenses).  This offer presents an opportunity to acquire New Shares at the same price as a placement to eligible professional and sophisticated investors, including existing substantial shareholder DELPHI Unternehmensberatung Aktiengesellschaft, of 378,333,333 fully paid ordinary shares in the Company at an issue price of $0.006 (0.6 cents) per share to raise approximately $2.27 million before costs as outlined in the ASX Announcement on 30

Appendix 3B for the non-renounceable rights issue and a placement to professional and sophisticated investors per ASX Announcement on 30 November 2020.

The Company is pleased to announce that it has received firm commitments for a placement to eligible professional and sophisticated investors, including existing substantial shareholder DELPHI Unternehmensberatung Aktiengesellschaft, of 378,333,333 fully paid ordinary shares in the Company at an issue price of $0.006 per share (New Shares) to raise approximately $2.27 million before costs. The Company is also offering eligible shareholders the opportunity to acquire New Shares at the same price as the placement ($0.006 per share) through a one (1) for four (4) non-renounceable pro-rata rights issue to raise up to $4.4 million (before costs and expenses).

The Company advises the following changes to the composition of its Board of Directors. Mr David Hillier has resigned as Non-Executive director with effect from 26 November 2020 and Mr Hansjörg Plaggemars has been appointed to the board as Non-Executive Director with effect from 28 November 2020.

The securities of the Company will be placed in trading halt at the request of PNX, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Monday, 30 November 2020 or when the announcement is released to the market.

The Company is pleased to advise that a comprehensive geological review of the areas surrounding the Fountain Head Gold Deposit has identified new exploration targets with the potential to host additional ‘near-mine’ gold resources.

PNX Metals Limited advises that the exclusivity period for negotiation of a proposed Joint Venture for the funding of gold processing infrastructure at PNX’s 100% owned Fountain Head Gold deposit (“Project” or “Fountain Head)” and production sharing agreement with Halifax Capital Pty Limited and its subsidiary Bridge Creek Mining Pty Limited has been allowed to lapse. As no agreement satisfactory to PNX has been reached, the Company has elected not to extend the negotiations (or negotiating period) and will retain 100% of the Project on its own terms.