Phoenix Gold Ltd ABN 55 140 269 316 PO BOX 100 KALGOORLIE WA 6433 3 September 2015 The Manager Company Announcements Office ASX Limited Level 40, Central Park 152-158 St George’s Terrace PERTH WA 6000 Dear Sir / Madam FOR IMMEDIATE RELEASE Phoenix Gold Limited (ASX: PXG) – takeover bid by Norton Gold Fields Limited – Target’s Statement In accordance with item 14 of section 633(1) of the Corporations Act 2001 (Cth), please find enclosed a copy of the target’s statement of Phoenix Gold Limited (ABN 55 140 269 316) (Phoenix Gold) dated 3 September 2015 (Target’s Statement) in response to the off-market takeover bid by Norton Gold Fields Limited (ABN 23 112 287 797) (Norton), wholly-owned subsidiary of Zijin Mining Group Co., Ltd, for all the ordinary shares in Phoenix Gold. A copy of the Target’s Statement was lodged with the Australian Securities & Investments Commission and served on Norton earlier today. Yours faithfully Ian Gregory Director & Company Secretary Phoenix Gold Limited For personal use only 2439379v2 allionlegal.com TARGET’S STATEMENT In response to the takeover bid made by Norton Gold Fields Limited (ABN 23 112 287 797) a wholly-owned subsidiary of Zijin Mining Group Co., Ltd For all the ordinary shares in Phoenix Gold Limited (ABN 55 140 269 316) The directors of Phoenix Gold Limited unanimously recommend that you REJECT the Zijin Offer To REJECT the Zijin Offer DO NOTHING Financial Advisor Legal Advisor For personal use only This is an important document and requires your immediate attention. If you are in any doubt about how to deal with this document, you should contact your broker, financial advisor or legal advisor immediately. Important notices Foreign jurisdictions Nature of this document The release, publication or distribution of this Target’s Statement This document is a Target’s Statement issued by Phoenix Gold in jurisdictions other than Australia may be restricted by law or Limited (ABN 55 140 269 316) (Phoenix ) under Part 6.5 Division regulation in such other jurisdictions and persons who come into 3 of the Corporations Act in response to the off-market takeover possession of it should seek advice on and observe any such bid made by Norton Gold Fields Limited (ABN 23 112 287 797), restrictions. Any failure to comply with such restrictions may a wholly owned subsidiary of Zijin Mining Group Co., Ltd (a constitute a violation of applicable laws or regulations. This company incorporated in the Peoples Republic of China) (Zijin ) Target’s Statement has been prepared in accordance with for all the ordinary shares in Phoenix. Australian law and the information contained in this Target’s A copy of this Target’s Statement was lodged with ASIC and Statement may not be the same as that which would have been given to ASX on 3 September 2015. Neither ASIC nor ASX nor disclosed if this Target’s Statement had been prepared in any of their respective officers take any responsibility for the accordance with laws and regulations outside Australia. content of this Target’s Statement. Maps and diagrams Phoenix shareholder information Any diagrams, charts, maps, graphs and tables appearing in this Further information relating to the Zijin Offer can be obtained Target’s Statement are illustrative only and may not be drawn to from Phoenix’s website at www.phoenixgold.com.au . scale. Unless stated otherwise, all data contained in diagrams, charts, maps, graphs and tables is based on information Defined terms available at the date of this Target’s Statement. A number of defined terms are used in this Target’s Statement. JORC Code These terms are explained in section 10 of this Target’s Statement. In addition, unless the contrary intention appears or Certain information in this Target’s Statement that relates to the the context requires otherwise, words and phrases used in the Exploration Results, Mineral Resources or Ore Reserves was Corporations Act have the same meaning and interpretation as prepared and first disclosed under the JORC Code 2004. It has in the Corporations Act. not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it No account of personal circumstances was last reported. All material assumptions and technical parameters underpinning the estimates of Mineral Resources This Target’s Statement does not take into account your continue to apply and have not materially changed. individual objectives, financial situation or particular needs. It does not contain personal advice. Your Directors encourage you Privacy to seek independent financial and taxation advice before making a decision as to whether or not to accept the Zijin Offer. Phoenix has collected your information from the Phoenix register of shareholders for the purpose of providing you with this Disclaimer as to forward looking statements Target’s Statement. The type of information Phoenix has collected about you includes your name, contact details and Some of the statements appearing in this Target’s Statement information on your shareholding in Phoenix. Without this (including in the Independent Expert’s Report) may be in the information, Phoenix would be hindered in its ability to issue this nature of forward looking statements. You should be aware that Target’s Statement. The Corporations Act requires the name such statements are only predictions and are subject to inherent and address of shareholders to be held in a public register. Your risks and uncertainties. Those risks and uncertainties include information may be disclosed on a confidential basis to factors and risks specific to the industry in which Phoenix Phoenix’s related bodies corporate and external service operates as well as general economic conditions, prevailing providers (such as the share registry of Phoenix and print and exchange rates and interest rates and conditions in the financial mail service providers) and may be required to be disclosed to markets. Actual events or results may differ materially from the regulators such as ASIC. If you would like details of information events or results expressed or implied in any forward looking about you held by Phoenix, please contact Computershare statement. None of Phoenix, Phoenix’s officers and employees, Investor Services Pty Limited at the address shown below: any persons named in this Target’s Statement with their consent or any person involved in the preparation of this Target’s Level 11, 172 St Georges Terrace Statement, makes any representation or warranty (express or Perth, Western Australia 6000 implied) as to the accuracy or likelihood of fulfilment of any Phone (within Australia): 1300 850 505 forward looking statement, or any events or results expressed or Phone (international): +61 8 9323 2000 implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance The registered address of Phoenix is: on any forward looking statement. The forward looking statements in this Target’s Statement (including in the Unit 2, 53 Great Eastern Highway Independent Expert’s Report) reflect views held only as at the West Kalgoorlie date of this Target’s Statement. Western Australia 6430 Disclaimer as to information The information on Zijin contained in this Target’s Statement has been prepared by Phoenix using publicly available information. The information in the Target’s Statement concerning Zijin and For personal use only its assets and liabilities, financial position and performance, profits and losses and prospects, have not been independently verified by Phoenix. Accordingly, Phoenix does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information. Why you should REJECT the Zijin Offer 1 The Independent Expert has concluded that the Zijin Refer to page 3 Offer is NEITHER FAIR NOR REASONABLE Your Directors’ recommendation is supported by the Independent Expert, BDO Corporate Finance (WA) Pty Ltd who values a Phoenix Share at between $0.156 and $0.244 2 The Zijin Offer does not fairly reflect the value of the Refer to page 4 Phoenix Assets Your Directors urge you not to let Zijin profit to your detriment – the Zijin Offer fails to recognise the value that has already been demonstrated for the Phoenix Assets 3 Evolution Mining has announced its intention to Refer to page 5 make a competing offer at a headline price of $0.12 per Phoenix Share, representing a 20% premium to the Zijin Offer Your Directors are of the view that the Zijin Offer does not reflect the intrinsic value of Phoenix 4 The Zijin Offer represents just a 2.0% premium to the Refer to page 5 closing Phoenix Share price on the last trading day prior to the announcement of Zijin’s intention to make a takeover bid Your Directors firmly believe that this premium does not reflect an adequate premium for control 5 The Phoenix Share Price has consistently traded Refer to page 6 above the Zijin Offer price since the announcement of Zijin’s intention to make a takeover bid The market has demonstrated support for Phoenix at share prices above the Zijin Offer price since the announcement of Zijin’s intention to make a takeover bid, which indicates that the Zijin Offer price does not fully reflect Phoenix’s intrinsic and unrealised potential value 6 Accepting the Zijin Offer will remove your exposure Refer to page 7 to any potential increase in value that the Phoenix Assets offer Your Directors urge you not to sell to Zijin at a price that does not, in the opinion of your Directors, reflect the medium and long term potential upside that Phoenix offers you For personal use only To REJECT the Zijin Offer, you should DO NOTHING and TAKE NO ACTION in relation to all documents sent to you by Zijin CONTENTS 1.