Phoenix Gold : PXG Response to EVN's Bidders Statement

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Dated: 11 September 2015

PHOENIX ADVISES SHAREHOLDERS TO TAKE NO ACTION FOLLOWING RELEASE OF EVOLUTION'S BIDDER'S STATEMENT

Phoenix Gold Limited (ASX: PXG) ("Phoenix" or the "Company") reaffirms its advice to shareholders to TAKE NO ACTION on the proposed takeover bid from Evolution Mining Limited ("Evolution") following receipt today of Evolution's Bidder's Statement.
The Bidder's Statement formalises Evolution's intention to make a conditional off-market takeover offer at a headline price of $0.12 per share as announced on 20 August 2015, comprising 0.06 Evolution shares and $0.06 cash for each Phoenix share (the "Evolution Offer").
The Evolution Offer arose as a counter offer to the current $0.10 per share cash bid from Zijin Mining
Group Co., Ltd ("Zijin Offer"). Phoenix has released its Target's Statement in response to the Zijin Offer on
3 September 2015 recommending shareholders REJECT the Zijin Offer as it is inadequate and undervalues
the Company.
The Evolution Offer proposes consideration comprising a combination of cash and Evolution shares and contains certain conditions, including, but not limited to, the spot gold price not falling below A$1,250/oz. These factors, including the value of the share component of the Evolution Offer, will be carefully considered by the Phoenix Board before providing shareholders with a formal recommendation on the Evolution Offer.
Phoenix Executive Chairman Dale Rogers said: "The Directors of Phoenix will review Evolution's Bidder's Statement and respond formally through a Target's Statement in due course. Until the Phoenix Board provides shareholders with a formal recommendation we advise all shareholders to TAKE NO ACTION."
A copy of the Evolution Bidder's Statement is expected to be sent to Phoenix shareholders soon. The Evolution Offer will not be capable of acceptance until the Bidder's Statement is despatched to Phoenix shareholders and the offer opens, which is expected to occur on 25 September 2015. It will be required to remain open for at least a month.
The Phoenix Directors will keep shareholders fully informed of further developments as they occur and will provide a formal recommendation on the Evolution Offer in ample time for shareholders to make an informed decision.
All company announcements and information on the Evolution Offer and the Zijin Offer are available on the Phoenix website at www.phoenixgold.com.au. Shareholders can also receive further information on both the Evolution Offer and Zijin Offer by calling the Phoenix Shareholder Information Line below:
Within Australia: 1300 889 468
Outside Australia: [phone]
RBC Capital Markets is acting as financial advisor and Allion Legal as legal advisor to Phoenix.

ENDS

ASX: PXG

Phoenix Gold Ltd

ABN 55 140 269 316

Unit 2/53 Great Eastern

Highway

West Kalgoorlie WA 6430

Phone [phone]

Fax [phone]

www.phoenixgold.com.au

[e-mail]

For further information please contact

Investors Media

Dale Rogers, Executive Chairman James Tranter / Shane Murphy
[phone] FTI Consulting
[e-mail][phone] or 0408 951 780 / 0420 945 291

RBC Capital Markets

Adam Reid, Director
0407 339 163
[e-mail]

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11 September 2015