Phoenix Gold : PXG Releases Target Statement on Zijin Bid

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Dated: 3 September 2015

KEY POINTS

 Phoenix Directors have unanimously recommended that shareholders REJECT Zijin's Offer by
taking no action.

 The Offer for Phoenix at $0.10 per share is inadequate and does not reflect fair value.

 Key reasons why shareholders should REJECT the Offer:
− The Independent Expert values a Phoenix share at between $0.156 and $0.244 and has concluded that the Zijin Offer is NEITHER FAIR NOR REASONABLE.
− The Zijin Offer does not fairly reflect the value of the Phoenix Assets.
− Evolution Mining has announced its intention to make a competing offer at a headline price of $0.12 per Phoenix Share, representing a 20% premium to the Zijin Offer.
− The Zijin Offer represents just a 2.0% premium to the closing Phoenix Share price on the last
trading day prior to the announcement of Zijin's intention to make a takeover bid.
− The Phoenix Share price has consistently traded above the $0.10 offer price subsequent to announcement of the Zijin Offer.
− Accepting Zijin's Offer will remove your exposure to any potential increase in value that the
Phoenix Assets offer.
Phoenix Gold (ASX:PXG, "Phoenix" or the "Company") has released its Target's Statement in response to the off-market takeover offer made on 20 August 2015 by Zijin Mining Group Co., Ltd ("Zijin Offer"). The Directors of Phoenix have unanimously recommended shareholders REJECT the Zijin Offer, which undervalues the Company, by taking no action.
Phoenix's Directors carefully reviewed the Zijin Offer and commissioned an Independent Expert, leading financial services firm BDO Corporate Finance (WA) Pty Ltd, to consider whether the Offer is fair and reasonable to shareholders. The Independent Expert valued Phoenix in the range of 15.6 cents to 24.4 cents per Share, while the Offer is valued at 10.0 cents per Phoenix Share and concluded that the Zijin Offer is Neither Fair Nor Reasonable.
Phoenix Executive Chairman Dale Rogers said: "The Directors consider that the Zijin Offer does not reflect the inherent value of Phoenix and is designed to secure opportunistic control. If Zijin were successful they would capture value that the Board believes rightly belongs to all our shareholders."
Each of the Directors who holds or controls Phoenix shares intends to REJECT the Zijin Offer in relation to those shares.
The Directors also note that as at the date of this Target's Statement, the Phoenix Share price continues to
trade at or above the Zijin Offer price on the ASX.

ASX: PXG

Phoenix Gold Ltd

ABN 55 140 269 316

Unit 2/53 Great Eastern

Highway

West Kalgoorlie WA 6430

Phone +61 8 9021 2704

Fax +61 8 9021 3393

www.phoenixgold.com.au

info@phoenixgold.com.au

Further information, including the detailed reasons for the Phoenix Directors' recommendation, is set out in the Target's Statement.
All company announcements and information on the Zijin Offer are available on the Phoenix website at www.phoenixgold.com.au. Shareholders can also receive further information on the Zijin Offer by calling the Phoenix Shareholder Information Line below:
Within Australia: 1300 889 468
Outside Australia: +61 2 8022 7902
RBC Capital Markets is acting as financial advisor and Allion Legal as legal advisor to Phoenix.

For further information please contact

Dale Rogers, Executive Chairman James Tranter / Shane Murphy
(08) 9021 2704 FTI Consulting
info@phoenixgold.com.au(08) 9485 8888 or 0408 951 780 / 0420 945 291

Adam Reid, Director
0407 339 163 adam.reid@rbccm.com

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3 September 2015

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