FENIX RESOURCES LTD — Proxy Solicitation & Information Statement 2019

May 7, 2019

FENIX RESOURCES LTD ACN 125 323 622

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Minerva Corporate, Level 8, 99 St Georges Terrace, Perth WA 6000 on Tuesday, 11 June 2019 at 9:00AM (AWST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9226 2011

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FENIX RESOURCES LTD ACN 125 323 622

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Fenix Resources Ltd ( Company ) will be held at Minerva Corporate, Level 8, 99 St Georges Terrace, Perth WA 6000 on Tuesday, 11 June 2019 at 9:00AM (AWST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 9 June 2019 at 9:00AM (AWST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 4.

AGENDA

1. Resolution 1 – Approval to Issue Placement Shares

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 22,750,000 Placement Shares to raise $1,251,250 (before costs) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated 8 May 2019 BY ORDER OF THE BOARD

Matthew Foy Company Secretary Fenix Resources Ltd

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FENIX RESOURCES LTD ACN 125 323 622

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Minerva Corporate, Level 8, 99 St Georges Terrace, Perth WA 6000 on Tuesday, 11 June 2019 at 9:00AM (WST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

3. Resolution 1- Approval to Issue Placement Shares

3.1 General

On 7 May 2019 Fenix announced it had formed a strategic alliance with trucking and logistics company, Minehaul Pty Ltd ( Minehaul ), which is considered to be a significant step towards the

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development of Fenix’s Iron Ridge Project (“ Project ”) located in the Mid-West region of Western Australia. Fenix and Minehaul will form a new joint venture company which will be known as Premium Minehaul Pty Ltd. It is intended that PM will provide all trucking services to the Project and hence the joint venture represents a significant step forward in the Company’s aim to commercialise the Project.

Demonstrating its support for Fenix and alignment of interests, Minehaul has agreed to subscribe for $0.25 million of new shares as part of a larger capital raising of 22,750,000 shares at $0.055 per Share to raise $1.25 million that the Company has received firm commitments for ( Placement Shares ).

Resolution 1 seeks Shareholder approval for the issue of 22,750,000 Placement Shares at an issue price of $0.055 to raise $1,251,250 (before costs).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Company to issue the Placement Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the maximum number of securities to be issued are 22,750,000 Placement Shares.

• (b) the issue price of the Placement Shares is $0.055 per Share;

• (c) the Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all of the Placement Shares will occur on the same date;

• (d) The Placement Shares are issued to unrelated professional and sophisticated investors including Minehaul; and

• (e) funds raised from the issue of the Placement Shares will be used to fund the Company’s ongoing equity contribution to the joint venture with Minehaul and for working capital purposes.

3.3 Directors’ Recommendation

All the Directors recommend that Shareholders vote in favour of Resolution 1.

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4. Definitions

$ means Australian Dollars.

ASIC means Australian Securities and Investments Commission.

Associate has the meaning given to that term in the Corporations Act.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors as constituted from time to time.

Chairman means the chairman of this Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

Company means Fenix Resources Limited (ACN 125 323 622).

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Minehaul means Minehaul Pty Ltd (ACN 602 724 256).

Notice means this notice of meeting.

Performance Right means a right to acquire a Share.

Placement Shares has the meaning set out in 3.1.

Project has the meaning set out in 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Section means a section contained in this Explanatory Memorandum.

Security means a Share, an Option, a Performance Share or a Performance Right or any combination of these as the context provides.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

In this Notice, words importing the singular include the plural and vice versa.

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