FENIX RESOURCES LTD — Share Issue/Capital Change 2023

Jul 23, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

FENIX RESOURCES LTD

Date of this announcement

Monday July 24, 2023

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Unquoted options exercisable at $0.25 each,	12,500,000	21/07/2023
to be confirmed	expiring 21 July 2028
New class - code	Unquoted options exercisable at $0.30 each,	5,000,000	21/07/2023
to be confirmed	expiring 21 July 2026
New class - code	Unquoted options exercisable at $0.30 each,	12,500,000	21/07/2023
to be confirmed	expiring 21 July 2028

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

FENIX RESOURCES LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

125323622

1.3 ASX issuer code

FEX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

24/7/2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Unquoted options

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

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New +securities
ASX +security code +Security description
New class - code to be confirmed Unquoted options exercisable at $0.25 each, expiring 21
July 2028
+Security type ISIN code
Options
Date the +securities the subject of this notification were issued
21/7/2023
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under
listing rule 6.1?
No
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
issued.
https://fenixresources.com.au/asx-announcements/
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Options Details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.25000000 21/7/2028 Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other Description Fully paid ordinary share Any other information the entity wishes to provide about the +securities the subject of this notification None

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Please refer to Appendix 3B lodged on 29 June 2023

Issue details

Number of +securities

12,500,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

The unquoted options are being issued as part of the consideration under the Sale and Purchase Agreement announced to ASX on 29 June 2023

Purpose of the issue

To pay for the acquisition of an asset

Additional Details

Mount Gibson Iron Ltd's Mid-West Iron Ore and Port Assets

Name of company or asset being acquired

Mount Gibson Iron Ltd's Mid-West Iron Ore and Port Assets

New +securities

ASX +security code +Security description

New class - code to be confirmed Unquoted options exercisable at $0.30 each, expiring 21 July 2026

+Security type ISIN code Options

Date the +securities the subject of this notification were issued

21/7/2023

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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No

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

https://fenixresources.com.au/asx-announcements/

Options Details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.30000000 21/7/2026

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

Fully paid ordinary share

Any other information the entity wishes to provide about the +securities the subject of this notification

None

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Options are being issued as part of the payment for the services of a professional adviser. Refer to ASX announcement released on 21 July 2023 titled "Fenix Completes Acquisition of Mid-West Iron Ore and Port Assets".

Issue details

Number of +securities

5,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Options are being issued as part of the payment for the services of a professional adviser.

Purpose of the issue

Other

Additional Details

Options are being issued as part of the payment for the services of a professional adviser.

New +securities

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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ASX +security code +Security description New class - code to be confirmed Unquoted options exercisable at $0.30 each, expiring 21 July 2028

+Security type ISIN code

Options

Date the +securities the subject of this notification were issued

21/7/2023

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://fenixresources.com.au/asx-announcements/

Options Details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.30000000 21/7/2028

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

Fully paid ordinary share

Any other information the entity wishes to provide about the +securities the subject of this notification

None

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Please refer to Appendix 3B lodged on 29 June 2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

12,500,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

The unquoted options are being issued as part of the consideration under the Sale and Purchase Agreement announced to ASX on 29 June 2023

Purpose of the issue

To pay for the acquisition of an asset

Additional Details

Mount Gibson Iron Ltd's Mid-West Iron Ore and Port Assets

Name of company or asset being acquired

Mount Gibson Iron Ltd's Mid-West Iron Ore and Port Assets

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
FEX : ORDINARY FULLY PAID	634,161,920

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
FEXAN : PERFORMANCE RIGHTS	3,000,000
FEXAO : RETENTION RGHTS	3,500,000
New class - code to be confirmed : Unquoted options exercisable at $0.25 each, expiring 21	12,500,000
July 2028
New class - code to be confirmed : Unquoted options exercisable at $0.30 each, expiring 21	5,000,000
July 2026
New class - code to be confirmed : Unquoted options exercisable at $0.30 each, expiring 21	12,500,000
July 2028

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

A total of 30,000,000 unquoted options

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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