Share Purchase Plan - Offer Booklet
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Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
1
Felix Gold Limited
ACN 645 790 281
Share Purchase Plan – Terms and Conditions
13 November 2026
Offer
Felix Gold Limited ACN 645 790 281 (Company) is offering certain eligible shareholders the
opportunity to purchase a minimum of A$1,560 and up to A$30,000 worth of fully paid ordinary
shares in the capital of the Company (Shares) by way of a share purchase plan (SPP), without
incurring brokerage.
The price per Share under the SPP (SPP Price) is A$0.12. This is the same issue price as the
Shares to be issued to professional, sophisticated and institutional investors under the placement
announced on 4 November 2026 (Placement). The SPP Price represents a 14.3% discount to the
Company’s five day volume weighted average price of Shares traded in the ordinary course on
ASX prior to the close of trading on 30 October 2026.
The SPP is being conducted under ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 (ASIC Instrument).
These Terms and Conditions are not a prospectus or other disclosure document under Chapter
6D of the Corporations Act 2001 (Cth).
Eligibility
Shareholders who are recorded in the Company’s register of members as at 7:00pm (Sydney time)
on 3 November 2026 (Record Date) as being holders of Shares, whose registered address is
recorded as being in Australia or New Zealand, and who are not in the United States and are not
(and are not acting for the account or benefit of) a “US Person” as defined in Regulation S under
the US Securities Act of 1933, as amended (US Securities Act), are eligible to participate in the
SPP (Eligible Shareholders).
The Company has determined that it is impractical for the SPP to be offered to a shareholder
whose address on the register of members is in a country outside Australia or New Zealand.
Participation in the SPP by acceptance of the offer:
(a) is optional for Eligible Shareholders; and
(b) is subject to these Terms and Conditions.
Subscription
The ASIC Instrument prohibits the Company issuing Shares under the SPP if the aggregate
subscription amount to be paid by an Eligible Shareholder, together with the aggregate amount
paid for any other Shares acquired by that Eligible Shareholder (or by a Custodian on their behalf)
under the SPP or any similar arrangement operated by the Company in the 12 months before the
date the application is made, exceeds A$30,000.
Website
Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
2
Eligible Shareholders may subscribe for any one of the following parcels (subject to any scale
back described below):
Subscription Amount Shares to be issued at the SPP Price
Minimum application A$1,560 13,000
A$5,160 43,000
A$9,960 83,000
A$14,760 123,000
A$19,560 163,000
A$24,360 203,000
Maximum application A$30,000 250,000
No Eligible Shareholder may be issued Shares if the aggregate application price for those Shares,
together with the aggregate amount paid for any other Shares acquired by that Eligible Shareholder
(or by a Custodian on behalf of the Eligible Shareholder) under the SPP or any similar arrangement
operated by the Company in the 12 months before the date the application is made, exceeds
A$30,000. For the avoidance of doubt, this limit does not include Shares acquired other than under
the SPP or a similar arrangement (for example, Shares purchased on market). Any application
from an Eligible Shareholder which results in this limit being exceeded will be read down. Any
surplus funds will be returned to that Eligible Shareholder without interest.
Important dates
The timetable below is indicative only and subject to change. The Company reserves the right to
alter the dates at its discretion and without prior notice, subject to the ASX Listing Rules and the
Corporations Act 2001 (Cth) (Corporations Act).
Record Date (7:00pm Sydney time) Tuesday, 3 November 2026
Announcement of Placement and SPP Wednesday, 4 November 2026
SPP Offer Booklet lodged with ASX and despatched Friday, 13 November 2026
SPP Offer opens (Opening Date) Friday, 13 November 2026
SPP Offer closes – 5:00pm Sydney time (Closing Date) Friday, 4 December 2026
Results of SPP announced (and notice of scale back, if
any)
Wednesday, 9 December 2026
Issue of SPP Shares (Share Issue Date) and lodgement
of Appendix 2A
Thursday, 10 December 2026
SPP Shares commence trading on ASX Thursday, 10 December 2026
Despatch of holding statements Friday, 11 December 2026
Website
Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
3
Offers non-renounceable
Offers made under the SPP are non-renounceable. Eligible Shareholders cannot transfer their right
to subscribe for Shares under the SPP to other parties. An acquisition by an Eligible Shareholder
of additional Shares, or of a new separate holding of Shares, before the Closing Date will not give
rise to any additional right to subscribe for Shares under the SPP.
Single Eligible Shareholders
Eligible Shareholders that receive more than one offer under the SPP, for example due to multiple
registered holdings, may only apply for an aggregate of up to A$30,000 worth of Shares (one
maximum parcel).
Joint Eligible Shareholders
Eligible Shareholders that are recorded on the Share register with one or more other persons as
the joint holder of Shares are considered to have a single registered holding for the purpose of the
SPP, and certifications or representations given by a joint holder are taken to have been given by
all joint holders. If the same joint holders receive more than one offer under the SPP due to multiple
holdings, the joint holders may only apply for an aggregate of up to A$30,000 worth of Shares (one
maximum parcel).
Custodians, trustees and nominees
A custodian, trustee or nominee (as defined in the ASIC Instrument) (Custodian) who holds
Shares on behalf of one or more persons who were resident in Australia or New Zealand on the
Record Date (each a Participating Beneficiary) may apply for up to a maximum of A$30,000
worth of Shares for each Participating Beneficiary, subject to providing notice in writing to the
Company (by way of a custodian certificate) (Custodian Certificate) certifying the following:
(a) that either or both of the following apply (as applicable):
(i) that on the Record Date, the Custodian held Shares on behalf of one or more
Participating Beneficiaries that are not custodians; and/or
(ii) that on the Record Date another Custodian (Downstream Custodian) held
beneficial interests in Shares on behalf of one or more Participating Beneficiaries,
and the Custodian holds the Shares to which those beneficial interests relate on
behalf of the Downstream Custodian or another Custodian;
(b) that each Participating Beneficiary has subsequently instructed the Custodian or the
Downstream Custodian (as applicable) to apply for Shares on their behalf under the SPP;
(c) the number of Participating Beneficiaries;
(d) the name and address of each Participating Beneficiary;
(e) the number of Shares that the Custodian holds on behalf of each Participating Beneficiary;
(f) the number or dollar amount of Shares which each Participating Beneficiary has instructed
the Custodian or the Downstream Custodian (as applicable) to apply for on their behalf;
(g) that there are no Participating Beneficiaries in respect of which the total of the application
price exceeds A$30,000, calculated by reference to Shares applied for by the Custodian
on behalf of each Participating Beneficiary under:
(i) the SPP; and
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Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
4
(ii) any other Shares issued to the Custodian as custodian in the 12 months before the
Custodian’s application under an arrangement similar to the SPP,
in each case as a result of an instruction given by the Participating Beneficiary to the
Custodian, either directly or indirectly through another Custodian, to apply for Shares on
their behalf;
(h) that a copy of these Terms and Conditions was given to each Participating Beneficiary;
(i) where Shares are held by the Custodian on behalf of a Participating Beneficiary indirectly,
through one or more Custodians who hold beneficial interests in the Shares held by it in
relation to each Participating Beneficiary (Interposed Custodians), the name and address
of each Interposed Custodian; and
(j) any such additional or varied information as might be required under any more specific
ASIC relief that might be granted to the Company in relation to the SPP.
The offer under the SPP is made to the Custodian as the registered holder, not to the beneficiaries
directly.
If Shares are held as a trustee or nominee for another person, but the holder does not satisfy the
definition of a Custodian in the ASIC Instrument, that holder cannot participate for beneficiaries in
the manner described above. In this case, the rules for multiple single holdings apply.
Custodians requiring a Custodian Certificate or further information on how to apply should contact
the Company’s share registry, Automic Pty Ltd (Automic), on 1300 288 664 (within Australia) or
+61 2 9698 5414 (outside Australia), between 8:30am and 7:00pm (Sydney time), Monday to
Friday, or by email at corporate.actions@automicgroup.com.au.
A completed Custodian Certificate must be emailed to Automic at
custodialcertificates@automicgroup.com.au before the Closing Date.
Overseas shareholders
The SPP does not constitute an offer in any place in which, or to any person to whom, it would not
be lawful to make such an offer.
The SPP is not being extended to, and Shares will not be issued to, shareholders with a registered
address outside Australia or New Zealand.
The Shares have not been, and will not be, registered under the US Securities Act or the securities
laws of any state or other jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or for the account or benefit of, US
Persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and any applicable US state securities laws. Shareholders
who hold Shares on behalf of beneficiaries who are not resident in Australia or New Zealand should
consult their professional advisers to determine whether any government or other consents are
required, or whether any formalities need to be observed, to allow them to accept the offer.
Agreement
Eligible Shareholders may only acquire up to a maximum of A$30,000 of Shares under the SPP
or any similar arrangement in any 12-month period (as prescribed by the ASIC Instrument).
By making payment via BPAY® or electronic funds transfer (EFT), the Eligible Shareholder
represents, warrants and certifies that:
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Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
5
(a) the aggregate of the application price paid for:
(i) the Shares the subject of the payment; and
(ii) any other Shares acquired by the Eligible Shareholder (or by a Custodian on behalf
of the Eligible Shareholder) under the SPP or any similar arrangement operated by
the Company in the 12 months before the date of application,
does not exceed A$30,000 (except when applying as a Custodian for one or more
Participating Beneficiaries);
(b) to the extent its application exceeds the amount referred to in paragraph (a) above, it
authorises the Company (and its officers and agents) to treat its application as being for
such lesser amount of Shares as is permitted by the ASIC Instrument;
(c) it is, and each person on whose account or benefit it is acting is, a holder of Shares and
eligible to participate in the SPP;
(d) it agrees to be bound by these Terms and Conditions and the terms set out in the
application form;
(e) all details and statements in its application are true and complete and not misleading;
(f) its application is irrevocable and unconditional;
(g) it is in compliance with all relevant laws and regulations;
(h) it has not, and agrees that it will not, send any materials relating to the SPP to any person
in the United States or any other country outside Australia and New Zealand;
(i) it acknowledges that the Shares have not been, and will not be, registered under the US
Securities Act or the securities laws of any state or other jurisdiction of the United States,
or in any other jurisdiction outside Australia or New Zealand and, accordingly, the Shares
may not be offered, sold or otherwise transferred except in accordance with an available
exemption from, or in a transaction not subject to, the registration requirements of the US
Securities Act and any other applicable securities laws;
(j) it is not a “designated person” or “designated entity” (or other like term) for the purpose of
any domestic or international law or regulation implementing United Nations sanctions; and
(k) it authorises the Company to place its name on the register of members in respect of the
Shares issued to it under the SPP and agrees to be bound by the constitution of the
Company.
The Company reserves the right, and in certain circumstances may be required by the ASIC
Instrument or other conditions, to read down or reject any application for Shares to the extent it
considers that the application (whether alone or in conjunction with other applications) does not
comply with these Terms and Conditions or any statute, law, regulation, statutory instrument or the
ASX Listing Rules.
Acceptance
Eligible Shareholders can access their personalised application form which contains their payment
instructions via Automic’s investor portal at https://portal.automic.com.au/investor/home. Payment
may only be made via BPAY® or EFT, in accordance with those instructions. The Company will
not accept payment by cash, cheque, bank draft or money order. BPAY® is only available to
Website
Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
6
Eligible Shareholders with an account with an Australian financial institution; Eligible Shareholders
in New Zealand should pay by EFT.
Applications will be open for acceptance on and from 13 November 2026 (Opening Date). To be
valid, payment via BPAY® or EFT must be received before 5:00pm (Sydney time) on 4 December
2026 (Closing Date). Applications received after that time will not be accepted, however the
Company reserves the right, but is not obliged, to accept applications received after the Closing
Date.
An application form does not need to be returned if payment is made via BPAY® or EFT, and such
payment will be deemed to constitute an application (and the Eligible Shareholder will be taken to
make the acknowledgements, certifications and representations described in these Terms and
Conditions). Eligible Shareholders must use the unique payment reference shown on their
personalised application form when making their BPAY® or EFT payment. Failure to do so may
result in an Eligible Shareholder’s funds not being allocated to their application and any Shares
applied for not being issued.
Once an application is received, the application and associated payment under the SPP may not
be withdrawn, and any interest accruing on the application money will accrue for the benefit of the
Company. Receipts for payment will not be issued.
No cooling-off regime applies in relation to the acquisition of Shares under the SPP.
The Company will refund application monies received from ineligible shareholders, subject to
compliance with its legal obligations.
Calculation of number of Shares to be issued
In the absence of a scale back, and subject to an application not being read down or rejected due
to an Eligible Shareholder’s application exceeding the A$30,000 maximum limit provided for by the
ASIC Instrument, the number of Shares to be issued will be calculated by dividing the application
money received via BPAY® or EFT by the SPP Price, rounded up to the nearest whole Share.
If there is a scale back, the number of Shares issued will be calculated by dividing the value of the
parcel of Shares allocated to the Eligible Shareholder by the SPP Price.
When determining the amount (if any) by which to scale back an application, the Company may
take into account a number of factors, including any ‘gaming’ by Eligible Shareholders, the size of
an applicant’s shareholding, the extent to which Eligible Shareholders have sold or bought
additional Shares after the Record Date and the date an application was made. Subject to the
above, the Company will endeavour to apply any scale back on the basis of Eligible Shareholders’
shareholdings on the Closing Date.
Scale back
The Company is targeting to raise up to A$1 million under the SPP, however the Board reserves
absolute discretion regarding the final amount raised under the SPP, including to accept
oversubscriptions.
If total demand for the SPP exceeds A$1 million, the Company reserves the right to close the SPP
early and/or scale back applications (or to increase the amount raised) in its absolute and sole
discretion, subject to the maximum number of Shares permitted to be issued under ASX Listing
Rule 7.2 (exception 5). If the Company scales back applications, Eligible Shareholders may receive
less than the number of Shares applied for. If a scale back produces a fractional number of Shares
Website
Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
7
when applied to an applicant’s parcel, the number of Shares to be issued will be rounded up to the
nearest whole number of Shares.
If the Company undertakes a scale back, the difference between the application money received
and the number of Shares allocated to the Eligible Shareholder multiplied by the SPP Price will be
refunded by direct credit (to a nominated account if recorded on the Company’s share register) or
cheque, in Australian currency, as soon as practicable and without interest.
Notwithstanding any other provision of these Terms and Conditions, any refund amount of less
than A$5.00 arising from a scale back or rounding will be retained by the Company and not
refunded.
Price risk
The market price of Shares on ASX may rise or fall between the date of the SPP offer, the date of
acceptance under the SPP and the date on which Shares are issued under the SPP. This means
that the SPP Price may be higher or lower than the Company’s share price at the time of the offer
or at the time the Shares are issued under the SPP.
Issue of Shares
Shares issued under the SPP will rank equally in all respects with all other fully paid ordinary
shares in the Company on the date of issue.
Costs of participation
No brokerage, commissions or other transaction costs will be payable by Eligible Shareholders in
respect of the application for, and issue of, Shares under the SPP.
Issue and quotation dates
Shares are expected to be issued under the SPP on 10 December 2026 (Share Issue Date) and
the Company will apply for those Shares to be quoted on ASX on or about that date.
Eligible Shareholders should confirm their holding before trading in any Shares that they believe
have been issued to them under the SPP.
Underwriting
The SPP is not underwritten at the time the offer is made. However, the Company reserves the
right to subsequently put in place an underwriting arrangement for the whole or part of the A$1
million sought to be raised under the SPP, depending on the appetite of the underwriter(s) and the
proposed commercial terms. Any Shares issued under an underwriting arrangement would be
issued under the Company’s placement capacity under ASX Listing Rule 7.1.
General
The Company may determine, in any manner it thinks fit, any disputes or anomalies which arise in
connection with or by reason of the operation of the SPP, whether generally or in relation to any
Eligible Shareholder or application for Shares. The decision of the Company will be conclusive and
binding on all persons to whom the determination relates.
The Company reserves the right to waive compliance with any provision of these Terms and
Conditions, to amend or vary these Terms and Conditions and to suspend or terminate the SPP at
any time. Any amendment, variation, suspension or termination will be binding on all Eligible
Shareholders even where Eligible Shareholders are not notified of that event.
Website
Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
8
If an application is incomplete, contains errors or is otherwise invalid or defective, the Company
may, in its sole discretion, accept, reject, correct or amend the application, issue such number of
Shares to the applicant as it considers appropriate, refund the application money, or take any
combination of these actions. Any refund will be paid to the applicant shortly after the close of the
SPP. The Company’s rights and discretions under the SPP may be exercised by the Company’s
directors or any delegate of the Company’s directors. To the extent permitted by any applicable
law, the Company is not liable for any exercise of its discretions under the SPP.
None of the Company, its related bodies corporate and affiliates, or their respective directors,
officers, partners, employees, representatives, agents, consultants or advisers guarantees the
performance of the Company.
Please contact the Company Secretary at cosec@felixgold.com.au for a copy of the Company’s
privacy policy, and refer to https://www.automicgroup.com.au/privacy-policy/ for a copy of the
share registry’s privacy policy.
This offer is governed by the laws of Queensland, Australia. By accepting the offer, the Eligible
Shareholder submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.
These Terms and Conditions prevail to the extent of any inconsistency with the application form.
ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547
This offer of Shares under the SPP is made in accordance with the requirements of the ASIC
Instrument, which grants relief from the requirement to prepare a prospectus for the offer of Shares
under the SPP.
New Zealand
The Shares offered pursuant to the SPP are being offered to Eligible Shareholders in New Zealand
in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This
document has not been registered, filed with or approved by any New Zealand regulatory authority
and is not a product disclosure statement under the Financial Markets Conduct Act 2013 (NZ).
The Company will not issue Shares to an applicant if those Shares, either alone or in conjunction
with the issue of Shares under any other application, would contravene the ASIC Instrument, the
Financial Markets Conduct (Incidental Offers) Exemption Notice 2021, the Corporations Act or the
ASX Listing Rules.
Independent financial and taxation advice
The offer under the SPP is not a recommendation to purchase Shares or a recommendation that
the Shares are suitable for Eligible Shareholders, and has been prepared without taking into
account Eligible Shareholders’ investment objectives, financial situation or particular needs. The
Company recommends that Eligible Shareholders seek independent financial, taxation, legal and
other professional advice before participating in the SPP.
None of the Company, its related bodies corporate or their respective directors, officers,
employees, agents and advisers makes any representation or warranty about, or accepts any
responsibility for, the liability of Eligible Shareholders to pay tax in respect of any issue of Shares,
payment or other transaction under the SPP.
Website
Felix Gold Limited (ASX.FXG)
44 Station Road, Yeerongpilly QLD 4105
P: +61 7 3041 1370 | E: ir@felixgold.com.au | W: felixgold.com.au
9
Questions
Any questions in respect of the SPP should be directed to the Company’s share registry, Automic,
on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia), between 8:30am and
7:00pm (Sydney time), Monday to Friday.
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