BELLEVUE GOLD LIMITED — Capital/Financing Update 2021

Sep 1, 2021

Proposed issue of securities

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Announcement Summary

Entity name

BELLEVUE GOLD LIMITED

Announcement Type

New announcement

Date of this announcement

2/9/2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
BGL	ORDINARY FULLY PAID	29,411,765

+Record date

1/9/2021

Offer closing date

1/10/2021

+Issue date

8/10/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
BGL	ORDINARY FULLY PAID	128,825,609

Proposed +issue date 8/9/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

BELLEVUE GOLD LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

99110439686

1.3 ASX issuer code

BGL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/9/2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

BGL : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

BGL : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 29,411,765

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes

Describe the maximum subscription condition

In accordance with ASX Listing Rule 7.2 Exception 5, the total number of New Shares under the Offer must not exceed 30% of the number of Shares currently on issue (ASX Limit). Subject to the ASX Limit, the Company reserves the right to determine the amount it raises through the Offer. At this stage, the maximum amount raised under the Offer will be capped at a total of A$25,000,000 (before costs). However, the Company reserves the right to change this cap at its discretion by announcement to ASX (subject to ASX Limit).

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 2,500

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)?

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Yes
Is the maximum acceptance unit based or dollar based?
Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value $2,500, $5,000, $10,000, $15,000, $20,000, $25,000, $30,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.85000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements The Directors may in their absolute discretion determine to apply the scale back to the extent and in the manner they see fit, which may include taking into account a number of factors, including, but not limited to, the pro rata size of shareholdings at the Record Date and the total applications received from Eligible Shareholders.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 2/9/2021 4C.2 +Record date 1/9/2021 4C.3 Date on which offer documents will be made available to investors 13/9/2021 4C.4 Offer open date 13/9/2021

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4C.5 Offer closing date

1/10/2021

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

8/10/2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Ongoing resource & discovery drilling through grade control, step out, infill and discovery drilling from surface & underground platforms.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

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4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

All countries other than Australia and New Zealand

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://www.bellevuegold.com.au/investor-centre

4F.4 Any other information the entity wishes to provide about the proposed offer

Refer to the Company's ASX announcements dated 2 September 2021

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description BGL : ORDINARY FULLY PAID Number of +securities proposed to be issued 124,825,609 Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.85000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

BGL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

4,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Debt financing underwriting fee. Refer to ASX announcements dated 2 September 2021.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 3,400,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

8/9/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

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7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

128,825,609

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Macquarie Capital (Australia) Limited, Canaccord Genuity (Australia) Limited and Goldman Sachs Australia Pty Ltd 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Management fee of 0.85% determined as a percentage of the total of the gross proceeds of the placement 7E.2 Is the proposed issue to be underwritten? Yes 7E.2a Who are the underwriter(s)? Macquarie Capital (Australia) Limited, Canaccord Genuity (Australia) Limited and Goldman Sachs Australia Pty Ltd 7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)? The Placement is fully underwritten by Macquarie Capital (Australia) Limited, Canaccord Genuity (Australia) Limited and Goldman Sachs Australia Pty Ltd (namely, Macquarie 33.33%, Canaccord 33.33% and Goldman Sachs 33.33%) 7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? Underwriting fee of 3.4% determined as a percentage of the total of the gross proceeds of the placement (in addition to the fees in 7E.1b) 7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. Industry standard termination events including (but not limited to): Index fall; gold fall; ASIC action; defective ASX materials; material adverse change; hostilities; insolvency; breach of representation or warranty; breach of agreement.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

The Joint Lead Managers will be entitled to a performance incentive fee of up to 0.75% at the sole discretion of the Directors determined as a percentage of the total gross proceeds of the placement

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Use of proceeds are for the exploration, development, construction and operation of the Bellevue Gold Project, debt financing costs, costs of the offer and working capital. Refer to the Company's ASX announcements dated Thursday, 2 September 2021.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Refer to the Company's ASX announcements dated Thursday, 2 September 2021.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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