GATEWAY MINING LIMITED — AGM Information 2012

Nov 1, 2012

ABN: 31 008 402 391 Level 7, Simpson House, 249 Pitt Street Sydney NSW 2000 PO Box A278 Sydney South NSW 1235 Tel: 61 2 9283 5711 Fax: 61 2 9283 5766 Email: gml8@bigpond.com Website: www.gatewaymining.com.au

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GATEWAY MINING LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2012 Annual General Meeting ("AGM” or “the Meeting") of members of Gateway Mining Limited ("Gateway” or “the Company" ) will be held in the Pendlebury Room at the Wesley Conference Centre, 220 Pitt Street, Sydney on Friday, 30 November, 2012 at 2.00pm to conduct the following business:

ORDINARY BUSINESS

RECEIPT OF FINANCIAL REPORTS AND REPORTS OF DIRECTORS AND AUDITOR

To receive and consider the Financial Reports of the Company for the financial year ended 30 June 2012,together with the declaration of the Directors, the Remuneration Report and the Report of the

Directors and the Auditor, which relate to the Financial Reports.

ADOPTION OF REMUNERATION REPORT

Resolution 1: To consider, and if thought fit, pass with or without amendment the following resolution as an ordinary resolution :

"That, for the purpose of Section 250R(2) of the Corporations Act 2001 and for all other purposes, approval is given for the adoption of the Company’s Remuneration Report, as set out in

the Directors’ Report within the Annual Report for the year ended 30 June 2012 prepared in accordance with Section 300A of the Corporations Act 2001 (Cth).”

Note: in accordance with Section 250R(3) of the Corporations Act 2001 the votes cast on this resolution are advisory only and do not bind the Company or the Directors.

ELECTION OF DIRECTORS

Resolution 2: Election of Director – Mr. Andrew Bray

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution :

"That, in accordance with the Articles of Association of the Company, ASX Listing Rule 14.4 and Section 201H(3) of the Corporations Act 2001 and for all other purposes, Mr. Andrew Bray, who was appointed as an additional director on 29October 2012, retires and being eligible, offers himself for election, be re-elected a Director of the Company."

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Resolution 3 – Re-election of Director – Mr. Brian Gomez

To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution :

“That Mr. Brian Gomez, who retires in accordance with the Articles of Association of the Company and, being eligible, offers himself for re-election, be elected as a Director of the Company.”

SPECIAL BUSINESS

CHANGE OF COMPANY AUDITOR

Resolution 4 – To consider and, if thought fit, pass, with or without amendment, the following resolution as an ordinary resolution :

“That subject to the necessary consent being given by the Australian Securities and Investments Commission to the resignation of Priestley & Morris as the auditors of the Company, that Crowe Horwath Sydney, having been nominated, being qualified and having consented to act as the Company’s auditor, be appointed as the auditor of the Company from the effective date of such resignation.”

APPROVAL OF 10% PLACEMENT FACILITY

Resolution 5 – To consider, and if thought fit, to pass with or without amendment, the following resolution as a special resolution :

“That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Notes.”

OTHER BUSINESS

To consider any other business that can lawfully be brought before the meeting.

ENTITLEMENT TO VOTE

Who may vote?

Pursuant to section 1109N of the Corporations Act 2001 , the Company has determined that for the purpose of the meeting, all shares in the Company shall be taken to be held by the persons who held them as registered shareholders at 12 Noon (AEST) on 28 November 2012 (' Entitlement Time '). All holders of ordinary shares in the Company as at the Entitlement Time are entitled to attend and vote at the meeting.

Proxies

Please note that:

• a member of the Company who is entitled to attend and cast a vote at the meeting has a right to appoint a proxy;

• the appointment may specify the proportion or number of votes that the proxy may exercise;

• a member who is entitled to cast 2 or more votes at the meeting may appoint 2 proxies and must specify the proportional number of votes each proxy is appointed to exercise;

• if the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes;

• a proxy need not be a member of the Company; and

• if you wish to appoint 2 proxies, contact the Company for another Proxy Form.

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Unless the member specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.

If you wish to appoint a proxy, you should complete the enclosed ProxyForm and comply with details set out in that form for lodgement of the form with the Company.

The Proxy Form must be signed by the member or his or her attorney duly authorised in writing or, if the member is a corporation, either under the seal of the corporation (in accordance with its Constitution) or under the hand of an attorney duly authorised in writing or otherwise signed in accordance with the Corporations Act 2001 .

If any attorney or authorised officer signs this Proxy Form on behalf of a member, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form.

The Proxy Form must be received not less than 48 hours before the time for holding the Annual General Meeting by delivering the Proxy Form to one of the addresses as follows:

Registered Office:

Level 7, Simpson House, 249 Pitt Street, Sydney, NSW, Australia, 2000 P.O.Box

Mailing Address: A278, Sydney South, NSW, Australia, 1235

Facsimile transmission to:

Within Australia : 02 9283 5766 International: 61 2 9283 5766

A corporation may appoint a representative who may attend the meeting and vote on behalf of the corporation. Such a representative will have to produce a corporate representative appointment letter from the corporation signed either under the common seal of the corporation (in accordance with its Constitution), or by a duly authorised officer or otherwise signed in accordance with the Corporations Act 2001 before he or she will be permitted to vote.

VOTING EXCLUSIONS

Resolution 1 : ADOPTION OF REMUNERATION REPORT

The Company will disregard any votes cast on Resolution 1 (Adoption of the Remuneration Report):

• by or on behalf of a member of the Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member; or

• as a proxy by a member of the Key Management Personnel or a Closely Related Party of such a member

unless the vote is cast as a proxy for a person who is entitled to vote on Resolution 1:

• in accordance with their directions of how to vote on the Proxy Form; or

• by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form.

Resolution 5 : APPROVAL OF 10% PLACEMENT FACILITY

The Company will disregard any votes cast on Resolution 5 by any person or entity which might participate in the 10% Placement Facility, and any person or entity which might obtain

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a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associates of those persons.

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

EXPLANATORY NOTES

1. Financial Reports

The Annual Report of the Company and its controlled entities for the year ended 30 June 2012, which includes the Financial Report, the Directors’ Report and the Auditor’s Report, will be tabled at the meeting. There is no requirement for shareholders to approve these reports. However, shareholders will be allowed a reasonable opportunity to ask questions about, or make comments on, the Annual Report and the management of the Company

2. Resolution 1 – Remuneration Report

The Remuneration Report of the Company for the financial year ended 30[th] June 2012 is set out in the Directors’ Report in the Company’s 2012 Annual Report which is available on the Company’s website: www.gatewaymining.com.au

The Remuneration Report sets out the Company’s remuneration arrangements for the Company’s directors and Key Management Personnel. Shareholders will be provided with a reasonable opportunity to ask questions about the Remuneration Report at the meeting.

Shareholders will be asked to vote on the Remuneration Report. This resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act 2001 (Cth), if 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors must be considered for re-election.

The Company encourages all shareholders to cast their votes on Resolution 1 (Adoption of the Remuneration Report). Shareholders not attending the meeting may use the enclosed Proxy Form to lodge their vote by appointing a Proxy. Any undirected proxies held by the Chairman of the Meeting, other directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1, unless the vote is cast by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1.

3. Resolution 2 – Election of Director – Mr. Andrew Bray

The Company’s Articles of Association provide that the Board has the power at any time to appoint any person as a Director, either to fill a casual vacancy or as an addition to the Board. Any Director appointed under this rule may hold office only until the next AGM of the Company and is then eligible for election at that meeting, but is not to be taken into account in determining the number of Directors who are to retire by rotation at the meeting.

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Accordingly, Mr Andrew Bray was appointed as an Executive Director of the Company, in the role of Managing Director on 29 October, 2012, and holds office only until the end of the meeting and offers himself for re-election to the Board as Director. If re-elected, Mr. Bray will resume his role as Managing Director of the Company.

Mr Bray holds a Bachelor of Economics and Bachelor of Laws (Hons I) from the University of Sydney. He has a background in investment banking, corporate advisory, and consulting. He has previously worked on a number of mining, property, technology and diversified investment transactions. Mr Bray has also been involved with a number of junior ASX-listed companies in capital raising, consultancy, restructuring and investment advisory capacities.

4. Resolution 3 – Re-election of Director – Mr Brian Gomez

Under the Constitution of the Company and under ASX Listing Rule 14.4, a Director must not hold office without re-election past the third AGM following that Director’s appointment or three years, whichever is longer. A director who retires in accordance with these provisions is eligible for re-election.

Accordingly, Mr. Brian Gomez is due to retire at the end of the meeting, and Mr Gomez offers himself for re-election to the Board.

Mr Brian Gomez was appointed Chairman in 1995 and has been a Director since 1995. Mr Gomez has been analysing and writing about resource projects and issues in Australia and internationally for more than two decades. He has acted in a corporate advisory capacity to a number of listed and unlisted resource companies and delivered papers at international conferences. Brian is a former Jefferson Fellow at the East West Center in Honolulu and a Fellow of the Institute of Company Directors.

5. Resolution 4 –Change of Company Auditor

Resolution 4 is required for the Company to appoint Crowe Horwath Sydney as the Company’s auditor henceforth. Previously, the Company’s auditor was Priestly & Morris. Priestly & Morris conducted the Company’s audit in a timely, efficient and very competent manner. Following a nomination received by a member of the Company and following a review of the Company’s risk management and audit requirements, the Board has accepted the nomination and recommends the appointment of Crowe Horwath Sydney as the auditor of the Company. Subject to shareholder approval at the AGM, the appointment of Crowe Horwath Sydney will occur at such time as Priestly & Morris’ resignation takes effect. If Crowe Horwath is appointed auditor of the Company, arrangements are in place between the Company, Priestly & Morris and Crowe Horwath to ensure a smooth transition.

Priestly & Morris have indicated that they intend to resign as the Company’s auditor and have applied to the Australian Securities and Investments Commission (‘ASIC’) for consent to resign effective 30 November 2012, subject to the passing of this resolution .

6. Resolution 5 – 10% Placement Facility

Listing Rule 7.1A enables an eligible entity to issue “Equity Securities” (as defined in the ASX Listing Rules) up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (“10% Placement Facility”). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.An “Eligible Entity” for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300million or less. The Company is an Eligible Entity.

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The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see ‘Description of Listing Rule 7.1A below).

The Company is currently undertaking exploration activities on its Gidgee projects and may use the funds raised from the issue of Equity Securities under the 10% Placement Facility on its existing projects or in the acquisition of other projects or investments considered worthwhile by the Board.

Description of Listing Rule 7.1A

a. Shareholder Approval The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

b. Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. At the date of the notice of Meeting, the Company only has quoted shares on issue and no quoted options or convertible securities.

c. Formula for calculating 10% Placement Facility Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of shares on issue 12 months before the date of issue or agreement: i. Plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

ii. Plus the number of partly paid shares that became fully paid in the 12 months;

iii. Plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the company’s 15% placement capacity without shareholder approval;

iv. Less the number of fully paid shares cancelled in the 12 months

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4

Number of Shares on Issue

As at the date of this Notice, the Company has a total of 263,622,692 shares on issue.

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Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must not be less than 75% of the “volume weighted average price” (“VWAP”) of Equity Securities in the same class calculated over the 15 “Trading Days” (as defined in the ASX Listing Rules) immediately before:

a. The date on which the price at which the Equity Securities are to be issued is agreed;

or

b. If the Equity Securities are not issued within 5 Trading Days of the date in paragraph a. above, the date on which the Equity Securities are issued

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires the earlier to occur of:

a. The date that is 12 months after the date of the annual general meeting at which approval is obtained; or

b. The date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX (“10% Placement Period”).

Specific Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

a. The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

i. The date on which the price at which the Equity Securities are to be issued is agreed; or

ii. If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

b. If resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the table below. There is a risk that:

i. The market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

ii. The Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

i. Two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a

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takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

ii. Two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2			DILUTION
		$0.047 50% Decrease in issue price	$0.093 Issue Price	$0.186 100% Increase in issue price
Current Variable 'A' 263,622,692	10% Voting Dilution	26,362,269 shares	26,362,269 shares	26,362,269 shares
	Funds Raised	$1,239,026	$2,451,691	$4,903,382
50% Increase in Current Variable 'A' 395,434,038	10% Voting Dilution	39,543,404 shares	39,543,404 shares	39,543,404 shares
	Funds Raised	$1,858,539	$3,677,537	$7,355,073
100% Increase in Current Variable 'A' 527,245,384	10% Voting Dilution	52,724,538 shares	52,724,538 shares	52,724,538 shares
	Funds Raised	$2,478,053	$4,903,382	$9,806,764

The table has been prepared on the following assumptions:

i. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility

ii. No options (including any quoted options issued under the 10% Placement Facility) are exercised before the date of the issue of the Equity Securities.

iii. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%

iv. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

v. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

vi. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted options, it is assumed that those options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders

vii. The issue price is $0.093 being the closing price of the Shares on the ASX on 25 October, 2012.

c . . The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 5 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

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d. The Company may seek to issue the Equity Securities for the following purposes:

i. Non cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

ii. Cash consideration. In such circumstances, the Company intends to allocate the funds towards additional working capital while the Company progresses exploration of its Gidgee projects and other projects.

The Company will comply with the disclosure obligations under the Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities. The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

i. The methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

ii.The effect of the issue of the Equity Securities on the control of the Company; iii.The financial situation and solvency of the Company; and

iv. Advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this notice of Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

e. The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

f. A Voting Exclusion is included with this notice of Meeting. At the date of the notice of Meeting, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the notice of Meeting.

Annual Report

A copy of the 2012 Annual Report is available on the Company’s website at: www.gatewaymining.com.au

BY ORDER OF THE BOARD

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Anthony deGovrik Company Secretary

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GATEWAY MINING LIMITED PROXY FORM

I/We

(NAME OF SHAREHOLDER)

of

(ADDRESS IN FULL)

being a member/members of Broad Investments Limited hereby appoint

(NAME OF PROXY 1)

of

(ADDRESS OF PROXY IN FULL)

and/or failing him/her

(NAME OF PROXY 2)

of

(ADDRESS OF PROXY IN FULL)

or failing him/her the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2.00pm on 30 November, 2012 and at any adjournment thereof in the manner indicated or in the absence of indications, as he/she thinks fit.

Proxy 1 represents _% and Proxy 2 represents ___% of my total voting rights.

Important:

The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

RESOLUTION

1. Adoption of Remuneration Report 2. Election of Andrew Bray as Director 3. Re-election of Brian Gomez as Director 4. Change of Company Auditor 5. 10% Placement Facility under Listing Rule 7.1A

For Against Abstain

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*Signature of Shareholder or

Director or Sole Director

*Signature of Shareholder or

Director/Company Secretary

*Delete whichever is not applicable

Please Insert: daytime telephone number: E-mail address:

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NOTES

A member entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each must be appointed to represent a specified proportion of the member’s voting rights.

Appointment of a proxy by a member who is a corporation must be under hand of its attorney or the hand of a person duly authorised by the corporation. A proxy need not be a member of the Company.

An appointment of proxy form must be lodged at the registered office of the Company not less than 48 hours before the time for holding the Annual General Meeting.

The registered office of the Company is at Level 7, 249 Pitt Street, Sydney, NSW, 2064 Postal: PO Box A278 Sydney South, NSW 1235 Telephone: 61 2 9283 5711 Facsimile: 61 2 92835766

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