PACGOLD LIMITED — Capital/Financing Update 2022

May 12, 2022

Proposed issue of securities

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Update Summary

Entity name

PACGOLD LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

13/5/2022

Reason for update to a previous announcement Change to timetable.

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

PACGOLD 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ACN 636421782

1.3 ASX issuer code

PGO

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Change to timetable.

1.4b Date of previous announcement to this update

20/4/2022

1.5 Date of this announcement

13/5/2022

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - 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

PGO : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

PGO : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

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The quantity of additional +securities	For a given quantity of +securities
to be issued	held
5	48
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	5,142,753
whole number
Reason for the update of 'Maximum number of +securities proposed to be issued' Rounding adjustment following calculation of entitlements.
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.63000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

The Company will allocate any Additional New Shares applied for through the Shortfall Facility at the absolute discretion of the Directors, subject to the allocation not resulting in an Eligible Shareholder's voting power in the Company increasing from 20% or below to more than 20%, or from a starting point that is above 20% and below 90% in breach of section 606 of the Corporations Act.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

Scale back arrangements are made at the absolute discretion of the Directors

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

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Part 3C - Timetable

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3C.1 +Record date

26/4/2022

3C.2 Ex date

22/4/2022

3C.4 Record date

26/4/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

28/4/2022

3C.6 Offer closing date

9/5/2022

3C.7 Last day to extend the offer closing date

4/5/2022

3C.9 Trading in new +securities commences on a deferred settlement basis

10/5/2022

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

16/5/2022

3C.12 Date trading starts on a normal T+2 basis

17/5/2022

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

19/5/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Euroz Hartleys Limited and Taylor Collison Limited.

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Company agreed to issue 1,000,000 options (in aggregate) to Euroz Hartleys and Taylor Collison Limited in connection with their role as joint lead managers to the Entitlement Offer, subject to Shareholder approval. The Options are exercisable at $0.945 on or before the date that is 3 years from the date of the grant.

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3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Euroz Hartleys Limited and Taylor Collison Limited.

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The full Entitlement Offer is underwritten.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Underwriting fee equal to 6% of the Underwritten Amount.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer to Schedule 1 of ASX announcement dated 20 April 2022 for a summary of material terms of Underwriting Agreement.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

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

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds raised under the Placement will be used to accelerate exploration and drilling activities at the Alice River Gold Project, with focus on the high-grade F1a zone, and to raise additional working capital.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Any countries other than Australia and New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

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3F.5a Please provide further details of the offer to eligible beneficiaries

The Offer will be made to eligible beneficiaries and custodians residing in Australia.

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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