FENIX RESOURCES LTD — Capital/Financing Update 2018

Nov 21, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

FENIX RESOURCES LIMITED

ABN 68 125 323 622

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1. Ordinary Shares 2. Ordinary Shares 3. Ordinary Shares 4. Class A Performance Shares 5. Class B Performance Shares 6. Class C Performance Shares 7. Class D Performance Shares 8. Options
	1. 112,500,000 2. 30,000,000 3. 25,000,000 4. 15,000,000 5. 30,000,000 6. 37,500,000 7. 30,000,000 8. 59,000,000

3 Principal terms of the[+] securities 1. Fully paid ordinary shares. (e.g. if options, exercise price and 2. Fully paid ordinary shares. expiry date; if partly paid 3. Fully paid ordinary shares. +securities, the amount 4. Performance shares vest and become outstanding and due dates for payment; if +convertible exercisable for no consideration upon declaration of an inferred mineral resource of securities, the conversion price not less than 8 million tonnes of iron ore at and dates for conversion) 65% Fe grade in accordance with the JORC Code of 2012 within 6 months from commencement of drilling on the Iron Ridge Project. 5. Performance shares vest and become exercisable for no consideration upon the achievement of 1 million tonnes cumulative of shipped Iron Ore production from the Iron Ridge Project at an operating margin of greater than US$15 per dry metric tonne shipped within the earlier of 24 months from commencement of mining on the project and 60 months from the settlement date. 6. Performance shares vest and become exercisable for no consideration upon the achievement of 2 million tonnes cumulative of shipped Iron Ore production from the Iron Ridge Project at an operating margin of greater than US$15 per dry metric tonne shipped within the earlier of 36 months from commencement of mining on the project and 60 months from the settlement date. 7. Performance shares vest and become exercisable for no consideration upon the achievement of 3 million tonnes cumulative of shipped Iron Ore production from the Iron Ridge Project at an operating margin of greater than US$15 per dry metric tonne shipped within the earlier of 48 months from commencement of mining on the project and 60 months from the settlement date. 8. Options exercisable at 8.0¢ on or before 21 November 2021

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	1. Yes 2. Yes 3. Yes 4. Ordinary shares issued upon the conversion of performance shares will rank equally with the existing fully paid ordinary shares on issue. 5. Ordinary shares issued upon the conversion of performance shares will rank equally with the existing fully paid ordinary shares on issue. 6. Ordinary shares issued upon the conversion of performance shares will rank equally with the existing fully paid ordinary shares on issue. 7. Ordinary shares issued upon the conversion of performance shares will rank equally with the existing fully paid ordinary shares on issue. 8. Ordinary shares issued upon the exercise of options will rank equally with the existing fully paid ordinary shares on issue.
	1. 4¢ per Share 2. N/A 3. N/A 4. Nil 5. Nil 6. Nil 7. Nil 8. 0.01¢ perOption
	1. Shares issued pursuant to Prospectus 2. Conversion of convertible note securities into ordinary Shares 3. Issue of vendor consideration Shares 4. Issue of vendor consideration Class A Performance Shares 5. Issue of vendor consideration Class B Performance Shares 6. Issue of vendor consideration Class C Performance Shares 7. Issue of vendor consideration Class D Performance Shares 8. Issue of underwriting, adviser and director options following shareholder approval obtained on 10 September 2018

6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	Yes
	14 November 2018
	N/A
	N/A
	1. 112,500,000 2. 30,000,000 3. 25,000,000 4. 15,000,000 5. 30,000,000 6. 37,500,000 7. 30,000,000 8. 59,000,000 (10 September 2018)
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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6i Calculate the entity’s remaining Refer Annexure issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 21 November 2018 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 172,898,133 Ordinary shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	6,292,160 14,625,000 19,082,840 3,550,296 11,449,704 7,100,591 22,899,409 8,875,740 28,624,260 7,100,593 22,899,407 59,000,000	Ordinary shares held in escrow for two years from the date of reinstatement of the Company. Ordinary shares held in escrow until 31/5/2019 Ordinary shares held in escrow until 21/11/2019 Class A Performance Shares held in escrow for two years from the date of reinstatement of the Company Class A Performance Shares held in escrow until 21/11/2019 Class B Performance Shares held in escrow for two years from the date of reinstatement of the Company Class B Performance Shares held in escrow until 21/11/2019 Class C Performance Shares held in escrow two years from the date of reinstatement of the Company Class C Performance Shares held in escrow until 21/11/2019 Class D Performance Shares held in escrow for two years from the date of reinstatement of the Company Class D Performance Shares held in escrow until 21/11/2019 Unlisted options exercisable at 8¢ expiring 21 November 2021 held in escrow for two years from the date of reinstatement of the Company
	N/A

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11	Is security holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will
	be offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders

25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

• See chapter 19 for defined terms.

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Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38	Number of+securities for which
	+quotation is sought
39	+Class of+securities for which
	quotation is sought
40	Do the+securities rank equally in
	all respects from the+issue date
	with an existing+class of quoted
	+securities?
	If the additional+securities do not
	rank equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next
	dividend, (in the case of a trust,
	distribution) or interest
	payment
	• the extent to which they do not
	rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date: 22 November 2018 Company secretary Print name: Matthew Foy

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue 226,991,001
Add the following:
• Number of fully paid [+] ordinary -
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary 167,500,000
securities issued in that 12 month
period with shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
394,491,001
“A”
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 59,173,650
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that
has already been used
Insert number of [+] equity securities issued -
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C” -
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 59,173,650 Note: number must be same as shown in Step 2 Subtract “C” - Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 59,173,650 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 394,491,001 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 39,449,100

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of[+] equity securities issued - or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” -

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	39,449,100
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	39,449,100

• See chapter 19 for defined terms.

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