POLARX LIMITED — Capital/Financing Update 2024

Feb 26, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

POLARX LIMITED

Announcement Type

New announcement

Date of this announcement

27/2/2024

The Proposed issue is:

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

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

enounceable)
		Maximum Number of
ASX +security code	+Security description	+securities to be issued
PXX	ORDINARY FULLY PAID	409,904,194

Ex date

29/2/2024

+Record date

1/3/2024

Offer closing date

27/3/2024

Issue date

5/4/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

POLARX 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

ACN

Registration Number

161615783

1.3 ASX issuer code

PXX

1.4 The announcement is

New announcement

1.5 Date of this announcement

27/2/2024

1.6 The Proposed issue is:

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

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

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Appendix 3B - Proposed issue of securities

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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

PXX : 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

PXX : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held

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Appendix 3B - Proposed issue of securities

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 409,904,194 whole number or fractions disregarded 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 0.01200 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 Eligible shareholders who wish to apply for additional new shares in excess of their entitlement may do so

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

Describe the scale back arrangements

The shortfall will be placed at the discretion of the Company, having regard to the factors set out in section 8.4 of the prospectus dated 27 February 2024, a copy of which has been lodged with ASX. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3C - Timetable

3C.1 +Record date

1/3/2024

3C.2 Ex date

29/2/2024

3C.4 Record date

1/3/2024

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

6/3/2024

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Appendix 3B - Proposed issue of securities

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3C.6 Offer closing date 27/3/2024 3C.7 Last day to extend the offer closing date 22/3/2024 3C.9 Trading in new +securities commences on a deferred settlement basis 28/3/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 5/4/2024 3C.12 Date trading starts on a normal T+2 basis 8/4/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 10/4/2024

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Northern Star Resources Limited 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100% 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Northern Star Resources Limited will not receive any underwriting fee in relation to its 100% underwriting of the offer 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Refer section 10.5 of the prospectus dated 27 February 2024, a copy of which has been lodged with ASX, which includes a summary of the termination events. 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 Standard ASX, share registry, legal and other administrative expenses

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Appendix 3B - Proposed issue of securities

Part 3F - Further Information

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----- Start of picture text ----- 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issueTo fund (i) exercise of the option to acquire an 80% interest in the Caribou Dome property; (ii) exploration anddevelopment activities; (iii) working capital; and (iv) issue costs (refer further section 5.2 of the prospectus dated 27February 2024).3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determiningentitlements to the issue?No3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful?No3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposedissueCanada, Thailand and the USA.3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing+securitiesYes3F.5a Please provide further details of the offer to eligible beneficiariesThe custodian or nominee must have an address in an eligible jurisdiction and may only distribute the offer document tobeneficiaries located in eligible jurisdictions.3F.6 URL on the entity's website where investors can download information about the proposed issueA copy of the offer document will be available on the Company's website (www.polarx.com.au) following its issue andlodgement on ASX.3F.7 Any other information the entity wishes to provide about the proposed issue----- End of picture text -----

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)? Yes

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 +disclosure document or +PDS for the +securities proposed to be issued

Appendix 3B - Proposed issue of securities

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