Enegex : Share Purchase Plan Offer Document

For personal use only

1 December 2021

Dear Shareholder,

Invitation to Participate in Share Purchase Plan

On 24 November 2021, Enegex Limited (Enegex) announced the launch of a Share Purchase Plan (SPP) to fund its next stage of exploration at its West Yilgarn Ni-Cu-PGE projects.

The SPP provides an opportunity for eligible shareholders to subscribe for up to $30,000 of new shares in Enegex without paying any brokerage. New Shares will be issued at the issue price of $A0.08, together with a free unlisted option, exercisable at $0.14 on or before 30 June 2024, on the basis of one option granted for every share issued.

The offer under the SPP (Offer) seeks to raise a maximum of $2 million on the terms and conditions (Terms and Conditions) contained in this letter.

Enegex has decided to undertake the SPP in order to enable shareholders to support its exploration programs with our near-term objective being to define drill targets. Enegex is one of the largest tenement holders in the West Yilgarn province which is increasingly recognised as an endowed Ni-Cu-PGE terrain following the discovery by Chalice Mining of the nearby Tier 1 Gonneville Ni-Cu-PGE Resource at Julimar and presents opportunity for multiple regional discoveries. The Company is well placed to capitalise on the growing demand for battery metals.

Additional information on the Offer and answers to common questions can be accessed at http://spp.enegex.com/or by scanning the QR code below:

The Company may elect to close the Offer early and/or scale back applications.

The Plan is not underwritten.

1

For personal use only

Shareholders Eligible to Participate in the Plan

Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares at 5.00pm (AEDT) on 23 November 2021 (Record Date) and whose registered address is in Australia or New Zealand (Eligible Shareholders).

Share Purchase Plan

The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase up to $30,000 worth of shares at an issue price of $0.08 (Price) per share with together with a 1 for 1 unlisted option, exercisable at $0.14 on or before 30 June 2024. The Price represents a discount of 19.1% to $0.098892 (being the volume weighted average market price (VWAP) of the shares over the last 5 trading days on which sales in the shares were recorded before the day on which the Plan was announced).

In accordance with the ASX Listing Rules, the maximum number of shares that can be issued under a share purchase plan is that amount equal to 30% of the Company's existing issued share capital. Attaching options will be granted using the Company's ASX Listing Rule 7.1 and/or 7.1A capacity.

Depending on applications received, the Company may, in its absolute discretion, undertake a scale back so that not more than $2 million is raised under the Plan. Scale back decisions are made by the Board and are final.

The directors of the Company who are Eligible Shareholders may participate under the Plan.

The Company's Chairman, Mr Geoff Albers, has indicated that he will participate in the SPP in his own right in full ($30,000) and that various private entities with which he is involved will subscribe a minimum aggregate of $180,000.

An application form for the Plan (Application Form) is included with this booklet.

Current Activities

The Company is exploring for Ni-Cu-PGE with a focus on its West Yilgarn projects. With five project areas spanning 3,784km2, Enegex is one of the largest tenement holders in the Julimar district of the recently recognised West Yilgarn Ni-Cu-PGE province and is strategically positioned with opportunity for multiple regional discoveries.

Enegex's near-term objective is to define drill targets at its flagship Miamoon and Miling Projects. At Miamoon, a gravity survey has recently been flown with inversion modelling and interpretation due in January 2022, which will be used to define targets for follow-up. At Miling, geochemistry augur sampling is planned to define Ni-Cu-PGE targets.

2

For personal use only

Details of the Company's current activities are set out in the announcements made by the Company to the ASX and are available from the ASX platform (ASX: ENX), or the Company's website at www.enegex.com.

Use of Funds

The proceeds raised under the Plan will be used to fund Enegex's forward exploration programs.

How much can you invest?

Eligible Shareholders may each apply for a maximum of $30,000 worth of Shares and a minimum of $2,000 worth of Shares under the Plan.

How to accept this Offer

To apply for Shares under the Plan, please follow the instructions on the enclosed personalised Application Form.

Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan:

		Total Amount Payable			Number of shares which may be
					purchased
Offer A	$30,000		375,000
Offer B	$25,000		312,500
Offer C	$20,000		250,000
Offer D	$15,000		187,500
Offer E	$10,000		125,000
Offer F	$5,000		62,500
Offer G	$2,000		25,000

The number of shares to which you are entitled will be calculated by dividing the subscription amount you have selected by the Price, rounded down.

All payments in accordance with the options set out in your Application Form (Application) must be received by the Closing Date of 20 December 2021. If the exact amount of money is not tendered with your Application, the Company reserves the right to either:

1. return your application monies and not issue any Shares to you; or
2. issue to you the number of Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.

3

For personal use only

The Company confirms that if the amount to be refunded is less than the issue price of one Share, being $0.08, it will not be refunded and will be retained by the Company.

Once an Application has been made it cannot be revoked.

Multiple Holdings

The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if an Eligible Shareholder receives more than one Offer. It is the responsibility of the applicant to ensure that the aggregate of the application amount paid for the Shares the subject of the Application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $30,000.

Custodians and Nominees

Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of $30,000 worth of Shares in respect of each Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details.

Relationship of Issue Price with Market Price

On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.09. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your Application under this Offer.

By making an Application under this Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Plan may rise or fall accordingly.

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an Application under this Offer.

Additional Information and Important Dates

The offer of Shares under the Plan is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).

4

For personal use only

The Offer cannot be transferred, and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any Application. Shares issued under the Plan will be issued no later than 7 business days after the Closing Date of the Offer with options granted on the same day. Application for quotation on ASX of the new shares will be made immediately following the issue of those shares. The options will be unlisted.

The maximum amount proposed to be raised under the Offer is $2,000,000.

In the event of oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back applications on an equitable basis. Scale-back for shares held by Custodians will be applied at the level of the underlying Beneficiary.

If the Company rejects or scales-back an Application or purported application, the Company will promptly return to the shareholder the relevant Application monies, without interest.

Foreign offer restrictions

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

New Zealand Shareholders

The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (as amended) (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Shortfall Placement

In the event that less than $2,000,000 is applied for under the Plan, the full amount of the shortfall may be placed at the discretion of the Board subject to compliance with all necessary legal requirements. The Company confirms that any issue of shortfall will be placed subject to the Company's compliance with ASX Listing Rule 7.1 and/or 7.1A at the time of issue.

5