POLARX LIMITED — Capital/Financing Update 2019

Jun 10, 2019

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11 June 2019

Dear Shareholder,

NON‐RENOUNCEABLE ENTITLEMENT OFFER – NOTIFICATION TO ELIGIBLE SHAREHOLDERS

On 4 June and 7 June 2019, PolarX Limited ( Company ) announced a capital raising of approximately $4.26 million (before costs) through a non‐renounceable entitlement offer of one (1) fully paid ordinary share ( New Shares ) for every seven (7) existing shares to shareholders with a registered address in Australia, New Zealand, Singapore, Canada, Hong Kong and the United Kingdom ( Eligible Shareholders ) held as at 5.00pm (WST) on Thursday, 13 June 2019 ( Record Date ) ( Offer ).

The Offer will be made by the Company pursuant to an offer document in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Offer Document ) to be sent to shareholders on or about Tuesday, 18 June 2019.

Details of the Offer

Pursuant to the Offer, the Company will issue approximately 53,244,662 New Shares at an issue price of $0.08 per New Share to raise approximately $4.26 million before costs.

The New Shares will rank equally in all respects with the Company’s Existing Shares. The Company will apply to the ASX for quotation of the New Shares.

If you are an Eligible Shareholder, you will be able to subscribe for one (1) New Share for every seven (7) existing shares held on the Record Date ( Entitlement ).

Eligible Shareholders who choose not to take up their Entitlement will receive no value in respect of their Entitlement and their shareholding in the Company will be diluted. Shareholders who are not Eligible Shareholders are “Ineligible Shareholders” and are consequently unable to participate in the Offer.

Use of funds

The Company intends to apply the proceeds from the Offer together with the Company’s existing cash reserves for the following purposes:

• used to fund exploration on the excluded Zackly claims and the Caribou Dome property, both of which fall outside the area covered by the strategic earn‐in joint venture with Lundin Mining Corporation (refer ASX announcement of 4 June 2019);

• for general working capital purposes; and

• to fund the Offer expenses.

Timetables

The Company expects the Offer to be conducted in accordance with the following timetable:

Event	Date
Announcement of Entitlement Offer	Friday, 7 June 2019
Release of Appendix 3B and Cleansing Statement	Friday, 7 June 2019

PolarX Limited | +61 8 6465 5500 | +61 8 6465 5599 | www.polarx.com.au Suite 1, 245 Churchill Avenue, Subiaco, Western Australia 6008

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Notice to Shareholders including information required by Appendix3B	Tuesday, 11 June 2019
Ex‐Date for Entitlement Offer	Wednesday, 12 June 2019
Record Date to determine Entitlement to New Shares (5.00pm WST)	Thursday, 13 June 2019
Dispatch of Offer Document and Application Form andannouncement that dispatch completed.	Tuesday, 18 June 2019
Entitlement Offer opens	Tuesday, 18 June 2019
Entitlement Offer closes (5.00pm Perth time)	Thursday, 27 June 2019
New Shares under Entitlement Offer quoted on a deferredsettlement basis	Friday, 28 June 2019
Announcement of Entitlement Offer shortfall	Tuesday, 2 July 2019
Issue of New Shares under Entitlement Offer	Thursday, 4 July 2019
Despatch date of holding statements	Thursday, 4 July 2019
Trading of New Shares issued under the Entitlement Offer on anormal basis	Friday, 5 July 2019

* These dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to vary the above dates. In particular, PolarX reserves the right to extend the closing date of the Entitlement Offer, to accept late applications either generally or in particular cases or to withdraw the Entitlement Offer without prior notice. The commencement of quotation of New Shares is subject to confirmation from ASX.

Capital Structure

A comparative table of changes in the capital structure of the Company as a consequence of the capital raising is set out below, assuming the Offer is fully subscribed, and no existing Options are exercised.

Event	Shares
Existing Shares as at the date of this Offer Document	372,712,638
New Shares issued pursuant to the Entitlement Offer	53,244,662
Total issued Shares	425,957,300
Event	Options
Unlisted options exercisable at $0.195 on or before 30August 2019	400,000
Unlisted options exercisable at $0.0715 on or before 19February 2020	4,000,000
Unlisted options exercisable at $0.175 on or before 17June 2020	400,000
Unlisted options exercisable at $0.12 on or before 18September 2020	400,000
Unlisted options exercisable at $0.125 on or before 10December 2021	18,250,000

PolarX Limited | +61 8 6465 5500 | +61 8 6465 5599 | www.polarx.com.au Suite 1, 245 Churchill Avenue, Subiaco, Western Australia 6008

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23,450,000

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Total issued unlisted Options[1]

Notes:

1. The existing unlisted options do not carry an entitlement to participate in the Entitlement Offer.

This letter is not an offer document but rather an advance notice of some key terms and conditions of the Offer. Full details of the Offer will be set out in the Offer Document to be sent to shareholders shortly, together with a personalised entitlement and application form ( Application Form ).

A copy of the Offer Document may also be viewed on the ASX website.

Action required by Eligible Shareholders:

Your Entitlement may have value and it is important you determine whether to (in whole or in part) take up or do nothing in respect of your Entitlement. If you take up your Entitlement, you can also apply for additional New Shares. Your Entitlement to participate in the Offer is non‐renounceable and therefore will not be tradeable or otherwise transferable.

• (a) Take up your Entitlement: If you wish to take up all or part of your Entitlement, you must follow the instructions in the Application Form. Applications and application monies must be received by the Company’s Share Registry by 5.00pm (WST) on Thursday, 27 June 2019 (unless the offer period is extended by the Company).

• (b) Apply for additional New Shares: If you take up your Entitlement in full, you can also apply for additional New Shares under the Shortfall Offer by completing the relevant section on the Application Form. Further information on applying for additional New Shares will be provided in the Offer Document and Application Form.

• (c) Do nothing: If you take no action, you will not be allocated New Shares, your Entitlement will lapse and those New Shares for which you would have otherwise been entitled under the Offer may dealt with in accordance with the manner prescribed in the Offer Document.

If you have any questions, please call Ian Cunningham, Company Secretary on +61 8 9226 1356 at any time between 8.30am to 5.30pm (WST), Monday to Friday before the Offer closes, or consult your stockbroker or professional advisor.

The Company thanks you for your continuing support and looks forward to your participation in the Offer.

Yours faithfully,

Mark Bojanjac Executive Chairman

PolarX Limited | +61 8 6465 5500 | +61 8 6465 5599 | www.polarx.com.au Suite 1, 245 Churchill Avenue, Subiaco, Western Australia 6008

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