PACGOLD LIMITED — Capital/Financing Update 2021

Jul 5, 2021

2 July 2021

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Pre-Quotation Disclosure

Pacgold Limited ( Company ) makes the following disclosures in accordance with ASX's listing conditions.

Capitalised terms not defined have the meaning given in the Company's prospectus dated 25 May 2021 ( Prospectus ).

1 Confirmation of issue of securities

The Company confirms the issue of:

• (a) 24,000,000 Shares at an issue price of $0.25 each;

• (b) 1,440,000 Lead Manager Options with an exercise price $0.31 each and expiring on the date that is three years from Admission to the nominees of Taylor Collison Limited; and

• (c) 4,100,000 Incentive Options to Incentive Options Offer Participants comprising:

• (i) 2,050,000 unquoted options exercisable at $0.36 each and expiring on the fourth anniversary of Admission; and

• (ii) 2,050,000 unquoted options exercisable at $0.42 each expiring on the sixth anniversary of Admission.

2 Updated statement of commitments

Below is an updated statement of commitments based on the Company raising the Maximum Subscription (being $6,000,000).

Use of funds	A$'000	%
YEAR 1
Exploration expenditure1	2,285	64.2%
Corporate costs2	612	17.2%
Estimates expenses of the Public Offer3	663	18.6%
Total – Year 1	3,560	100%
YEAR 2
Exploration expenditure	2,082	78.0%
Corporate costs2	586	22.0%
Total – Year 2	2,668	100%
Total funds allocated	6,228	-
Surplus working capital4	472
Total	6,700

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Notes:

1. See Section 2.5 of the Prospectus for further information.

2. Working capital includes general costs associated with the management and operation of the business including administration expenses, rent and other associated costs. Working capital also includes surplus funds.

3. Expenses paid or payable by the Company in relation to the Offers is set out in Section 7.8 of the Prospectus.

4. To the extent that:

5. (d) the Company’s exploration activities warrant further exploration; or

6. (e) the Company is presented with additional acquisition opportunities,

the Company’s working capital will fund such further exploration and acquisition costs.

3 Restricted securities

The Company confirms the following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below:

Class	Number	Restriction Period
Shares Shares Shares Options exercisable at $0.36 each on the fourth anniversary of Admission Options exercisable at $0.42 each on the sixth anniversary of Admission Options exercisable at $0.31 each on the date that is three years from Admission	11,888,750	24 months from the date of official quotation.
	1,792,000	12 months from the date on which the restricted securities were issued (until 12 November 2021).
	3,260,700	12 months from the date on which the restricted securities were issued (until 29 December 2021).
	2,050,000	24 months from the date of official quotation.
	2,050,000	24 months from the date of official quotation.
	1,440,000	24 months from the date of official quotation.

4 Capital structure

The Company's capital structure at the date of Admission is:

Security	Number
Fully paid ordinary shares	49,366,250
Unquoted Options exercisable at $0.36 each on the fourth anniversary of Admission	2,050,000

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Security	Number
Unquoted Options exercisable at $0.42 each on the sixth anniversary of Admission	2,050,000
Unquoted Options exercisable at $0.31 each on the date that is three years from Admission	1,440,000

5 Statement regarding tenements

The Company confirms there are no legal, regulatory, statutory or contractual impediments to the Company entering the tenements in respect of the granted tenements and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

By order of the Board

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Catherine Garde Company Secretary Pacgold Limited