CHALICE MINING LIMITED — Capital/Financing Update 2020

Dec 1, 2020

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Update Summary

Entity name

CHALICE GOLD MINES LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Wednesday December 2, 2020

Reason for update to a previous announcement

The amount raised in the placement was increased.

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

CHALICE GOLD MINES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 47116648956

1.3 ASX issuer code

CHN

1.4 The announcement is

==> picture [8 x 9] intentionally omitted <==

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The amount raised in the placement was increased.

1.4b Date of previous announcement(s) to this update

Tuesday December 1, 2020

1.5 Date of this announcement

Wednesday December 2, 2020

1.6 The Proposed issue is:

==> picture [8 x 9] intentionally omitted <==

==> picture [8 x 8] intentionally omitted <==

An offer of +securities under a +securities purchase plan A placement or other type of issue

Proposed issue of securities

2 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

==> picture [8 x 8] intentionally omitted <==

No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CHN : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description CHN : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 2,666,667

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Proposed issue of securities

3 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Dollar based ($) Please enter the minimum acceptance value $ 2,000 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($) Please enter the maximum acceptance value $ 30,000 Describe all the applicable parcels available for this offer in number of securities or dollar value $2,000, $5,000, $10,000, $20,000 and $30,000 Reason for the update of 'Maximum Number of +securities proposed to be issued' Offer price details Has the offer price been determined? Yes In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 3.75000 Oversubscription & Scale back details Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements

The Board reserves the right to reject or scale back any applications in whole or in part (Scale back). The Company may in its absolute discretion determine to apply the Scale back to the extent and in the manner it sees fit, which may include taking into account a number of factors such as the size of your shareholding, the date on which your application was made and the total applications received.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Proposed issue of securities

4 / 9

Proposed issue of securities

Part 4C - Timetable

==> picture [21 x 22] intentionally omitted <==

4C.1 Date of announcement of +security purchase plan

Tuesday December 1, 2020

4C.2 +Record date

Monday November 30, 2020

4C.3 Date on which offer documents will be made available to investors

Tuesday December 8, 2020

4C.4 Offer open date

Tuesday December 8, 2020

4C.5 Offer closing date

Tuesday January 12, 2021

4C.6 Announcement of results

Friday January 15, 2021

4C.7 +Issue date

Thursday January 21, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

Proposed issue of securities

5 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Fees and costs incurred by Chalice in connection with the SPP include share registry fees, listing fees and legal fees.

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Exploration and development activities at the Julimar Project, regional exploration activities in the West Yilgarn Province, exploration at the Pyramid Hill Gold Project and the Hawkstone Project. Refer to the ASX Announcement - 1 December 2020.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

All countries other than Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://chalicegold.com/announcements

4F.4 Any other information the entity wishes to provide about the proposed offer

Refer to the Equity Capital Raising Presentation announced 1 December 2020 on the ASX.

Proposed issue of securities

6 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description CHN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

26,666,667

Reason for the update of 'Maximum Number of +securities proposed to be issued'

The amount raised in the placement was increased from $90m to $100m.

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 3.75000

Proposed issue of securities

7 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Tuesday December 8, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

26,666,667

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Bell Potter Securities Limited and Macquarie Capital (Australia) Limited as joint lead managers.

Proposed issue of securities

8 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company has agreed to pay the joint lead managers a fee of 3.5% on total funds raised in the placement. No fee is payable on the proceeds of the SPP.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs incurred by Chalice in connection with the placement and the SPP include share registry fees, listing fees and legal fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Exploration and development activities at the Julimar Project, regional exploration activities in the West Yilgarn Province, exploration at the Pyramid Hill Gold Project and the Hawkstone Project. Refer to the ASX Announcement - 1 December 2020.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Refer to the Equity Capital Raising Presentation announced 1 December 2020 on the ASX.

Proposed issue of securities

9 / 9